Astonishing X-Men (Vol. 1)

**Line**: Uncanny Marvel

**Status**: Concluded

## Details

**ASTONISHING X-MEN**

Plotter: Exciter

Writer: Brian K. Vaughan

Artists: Ken Rocafort

 Tagline: “Evolve or Die.”

Location: The Savage Land and the even more savage world.

 Concept: Jean Grey leads an international team dedicated to safeguarding mutant interests around the globe and beyond.

 Cast:

 1. Jean Grey

 2. Scarlet Witch

 3. Fantomex

 4. Iceman (Bobby Drake)

 5. Angel (Warren Worthington III)

 6. Devil Dinosaur

 7. Legion

 Supporting: Moon Boy, Ka-Zar, Shanna the She-Devil, Ozymandias

 Antagonists: Apocalypse, The Four Horseman, Sauron, Vertigo, Savage Land Mutates, Xorn

Reserve Roster: Mojo; Longshot; Spiral; Krakoa

## Issues

**ASTONISHING X-MEN #0**

Written by Brian K. Vaughan

Plot by EXCITER

Art by Ken Rocafort

 “Stuck in traffic”

There’s a problem with illegal immigrants… in the Savage Land! Ka-Zar is none too happy about the massive influx of mutants who have taken up residence in “the place superheroes go to get eaten by dinosaurs,” particularly because they’ve turned Sauron’s Citadel into a kind of makeshift city… and their urban sprawl is bringing them into conflict with the natives! Maybe he can talk things out with their leader… the Scarlet Witch? Meanwhile, the faux-French rogue Fantomex takes it upon himself to inform Jean Grey of an underground mutant trafficking ring being run out of New Jersey by Vertigo. Jean, Angel, and Iceman resolve to personally resolve the situation, original X-Men style, but what they learn about these trafficked mutants will shock them…

32 PGs./Rated T+...$2.99

**ASTONISHING X-MEN #1**

Written by BRIAN K. VAUGHAN

Plot by EXCITER

Art by KEN ROCAFORT

“X-PATRIATION AGENDA” Part One “SAVAGE CITY”

The knowledge that mutants of all kinds are smuggling themselves into the Savage Land to live in a new X-gene friendly city is enough to convince Jean Grey to pay a visit to this burgeoning “Utopia.” Gathering Iceman, Angel, and Fantomex for a trip to the most dinosaur-filled locale in the Southern Hemisphere, Jean discovers a sprawling mutant community centered on a sanctuary once built by Charles Xavier and Magneto but long-since abandoned. This new city is governed by none other than Deputy Mayor Karl “Sauron” Lykos and the Mayor herself - Wanda Maximoff, the Scarlet Witch! Needless to say Jean doesn’t trust Sauron given that he is a powerful psychic AND a life energy vampire that turns into a monstrous pterodactyl-man when he feeds on mutants (you’d think one of those things would be a deal-breaker for Wanda’s administration). However, Jean’s plans to investigate the regime are put on hold by an attack from a group the city has officially labelled terrorists – the Savage Land Mutates! Can the X-Men work with Wanda and Sauron to save Utopia’s citizenry? And what happens when the X-Men find out WHY the Mutates are attacking?

32 PGs./Rated T+...$2.99

**ASTONISHING X-MEN #2**

Written by BRIAN K. VAUGHAN

Plot by EXCITER

Art by KEN ROCAFORT

“X-PATRIATION AGENDA” Part Two “SAVAGE SECRETS”

They call it the Savage Land for a reason. Although the Scarlet Witch believed she could turn the abandoned fortress erected by Charles Xavier and her father Magneto into a new mutant “Utopia,” as soon as Jean Grey and the Astonishing X-Men paid the city a visit, it was attacked. The terroristic Savage Land Mutates kidnapped several of Utopia’s new mutant citizens as well as the X-Men’s Angel! Impossible to track beneath the jungle’s thick canopy, Wanda knows of only one way to find them… so she introduces Jean to Utopia’s own functioning Cerebro! But they’re about to find out that humans aren’t the only species in the Savage Land that can develop an x-gene and an attitude… Jean and Iceman will team up with Moon-Boy and another unlikely ally to stomp the Mutates out of their hiding spots. Welcome to the Astonishing X-Men, Devil Dinosaur - Hope we survive the experience! But what could cause Angel to develop a case of Stockholm syndrome?

Meanwhile, Fantomex sneaks through Deputy Mayor Karl “Sauron” Lykos’ personal files, and you will be startled by what he discovers…

32 PGs./Rated T+...$2.99

**ASTONISHING X-MEN #3**

Written by BRIAN K. VAUGHAN

Plot by EXCITER

Art by KEN ROCAFORT

Iceman “Ice Bucket Challenge” Variant Cover by MATTEO SCALERA – a portion of the proceeds will be donated to ALS research.

“X-PATRIATION AGENDA” Part Three “SAVAGE POLITICS”

In the new mutant-friendly Utopia set up by the Scarlet Witch and based in the Savage Land, Fantomex has discovered a startling secret about Deputy Mayor Karl Lykos! Normally, if the powerful psychic gave in to his vampire-like need to steal the life force from mutants then he would transform into his depraved alter ego, the pterodactyl-man Sauron. No transformation meant he was clean, and that inspired the Scarlet Witch to trust him. But in the bowels of Utopia’s prisons, Fantomex finds someone he never expected… Sauron?!? Somehow Lykos has effectuated a split, leaving him free to sap life-force from unsuspecting mutants and satiate his addiction while maintaining plausible deniability! And with all the mutants the new city has welcomed, Utopia is an all-you-can-sap buffet! But when Lykos discovers that Fantomex knows his secret, can the faux-French rogue possibly avoid the wrath of the Deputy Mayor and his brainwashed constituents with only Sauron as his backup?

Meanwhile, Jean Grey, Iceman, Devil Dinosaur and the rest of the X-Men battle the Savage Land Mutates. Can Angel broker a peace? And what “apocalyptic” secret did he learn from the mutate Amphibius?

32 PGs./Rated T+...$2.99

**ASTONISHING X-MEN #4**

Written by BRIAN K. VAUGHAN

Plot by EXCITER

Art by KEN ROCAFORT

“I AM LEGION”

The Savage Land city of Utopia may have had a rocky start, but with the help of the Astonishing X-Men, the Scarlet Witch has finally established a safe haven for those the world hates and fears! Yet her resolve is put to the test when the newest expatriate seeking asylum reaches Utopia’s borders… it’s the son of Charles Xavier with the fractured psyche and limitless empowered split personalities, Legion! Can Jean Grey help him control his most heinous personas, Styx and Johnny Gomorrah, when even Professor X could not? Or are they just welcoming a ticking time-bomb into their home? And as it turns out, the answer to stabilizing Legion might just come from an unexpected source… Devil Dinosaur!?

Meanwhile, in the wake of Utopia’s success, similar mutant colonies have sprung up around the world – and the X-Men need to investigate! While Angel and Moon Boy visit the new settlement on the living isle of Krakoa, Iceman and Fantomex explore the incredible city-state that floats above South East Asia - Tian! Unfortunately for them, Tian’s new leader Xorn wasn’t expecting guests!

32 PGs./Rated T+...$2.99

**ASTONISHING X-MEN #5**

Written by BRIAN K. VAUGHAN

Plot by EXCITER

Art by KEN ROCAFORT

“SHOCK AND AWE”

\*\*\*Weapons of Mass Mutation!\*\*\*

For almost five thousand years, Apocalypse has sought to advance the next stage of human evolution through conflict. Now his hidden hand pulls the strings that threaten to ignite the final war between species, where survival of the fittest demands that humanity *evolve or die*. A missile is launched from the city of Utopia in the Savage Land, detonating above Buenos Aires and releasing a biological payload that violently ignites the dormant X-genes inside the populace. Many die. Many others evolve.

As the dust settles, it’s clear that the Astonishing X-Men have been framed! How did this happen? Jean Grey and the Scarlet Witch both demand to know where that missile came from and how it even got inside Utopia! Is there a traitor within their city’s walls? These questions may have to wait, as Argentina is already launching a tactical response – complete with South American Centiñelas! Can the X-Men possibly defend their new homeland against the robotic wrath of a vengeful nation?

What’s worse, Argentina’s status as a major non-NATO ally has the United States labelling Utopia a rouge state in possession of Weapons of Mass Mutation! As the world’s great superpower contemplates “kinetic military action,” the Four Horseman of Apocalypse endeavor to cut off Utopia’s support by dismantling their regional allies… It’s Kazar and Shanna the She-Devil against Death, Famine, War, and Pestilence!

32 PGs./Rated T+...$2.99

**ASTONISHING X-MEN #6**

Written by BRIAN K. VAUGHAN

Plot by EXCITER

Art by KEN ROCAFORT

“THE GREATER OF TWO EVILS”

\*\*\*Weapons of Mass Mutation!\*\*\*

Utopia is still under attack from Argentina, who believes Utopia detonated a weapon of mass mutation over Buenos Aires. Led by Jean Grey and the Scarlet Witch, the mutant settlers must defend their new homeland against both a conventional military and a fleet of Centiñelas – but what is Argentina’s secret weapon? And can Angel negotiate a ceasefire? Meanwhile, Fantomex plays a deadly game of cat and mouse in the city’s sewers as he hunts down the man who helped frame Utopia for the attack – the eternal oracle and scribe of Apocalypse, Ozymandias - who holds an explosive secret... one of the Astonishing X-Men is a traitor!

In East Asia, Sentinels upgraded with Decepticon technology ravage the unprepared mutant colony of Tian. As the children of the atom are culled en masse, the madman who instigated the conflict is forced to reassess his position. He believes that conflict forces mutants to become stronger, but when it’s survival of the fittest, such advanced technology could tip the balance dangerously towards humanity - and En Sabah Nur cannot allow that to happen! He resolves to raze the Sentinel manufacturing plant in Shanghai, unaware that it’s supervised by a malevolent alien robot in disguise! You will not want to miss the battle of the big bads as Apocalypse takes on Megatro! Who is the greater of two evils?

32 PGs./Rated T+...$2.99

**ASTONISHING X-MEN #7**

Written by BRIAN K. VAUGHAN

Plot by EXCITER

Art by KEN ROCAFORT

“AGE OF X-TINCTION”

\*\*\*Weapons of Mass Mutation!\*\*\*

Last issue featured the merciless battle for the right to dominate the Earth between Apocalypse and Megatron, but the tides were unexpectedly turned when Megatron used a Cybertronian spark to transform Apocalypse's Celestial ship, named Ship, into an enormous and nearly unstoppable Decepticon! The highly visible fight forces Megatron to step up his plans, so he activates the programming he secretly had hidden in all the Sentinels that were recently manufactured and distributed globally. The Sentinels primary mission: eliminate those that have the greatest potential to resist Megatron's efforts to conquer the planet - mutants! Now, Jean Grey and the Scarlet Witch are forced to ally the Astonishing X-Men with their greatest enemy, Apocalypse, to take down Megatron and Ship before they can usher in an all-new Age of X-Tinction! This is it! The final battle with Megatron is here!

32 PGs./Rated T+...$2.99

**ASTONISHING X-MEN #8**

Written by BRIAN K. VAUGHAN

Plot by EXCITER

Art by KEN ROCAFORT

“AGE OF X-TINCTION” Part Two of Three “WORLDS APART”

\*\*\*Weapons of Mass Mutation!\*\*\*

As the mutants of the world rally, they once again defend a world that hates and fears them! Megatron's Sentinels, upgraded with Decepticon technology, are pushed back, and Megatron himself is driven off-world by the unlikely alliance of Jean Grey's Astonishing X-Men and Apocalypse's Four Horseman! But the evil robot in disguise's actions have consequences that ripple across the galaxy... When the Celestials sense that their ship, named Ship, has been exposed to a spark and made into a transformer, the invincible space gods seek retaliation and set their sites on Megatron's planet of origin... Cybertron! There's only one thing that can give Cybertron's defenders a fighting chance... and that's mutant powers! Will Jean, Angel, Iceman, and the Scarlet Witch agree to use one of Apocalypse's weapons of mass mutation to create a fighting force of mutant transformers? Is there any other option?

Meanwhile in Utopia, Legion, Fantomex, and Devil Dinosaur are left to rebuild. Can these three irascible rogues step up to lead the recovery efforts?

32 PGs./Rated T+...$2.99

**ASTONISHING X-MEN #9**

Written by BRIAN K. VAUGHAN

Plot by EXCITER

Art by KEN ROCAFORT

“AGE OF X-TINCTION” Part Three of Three “GOODNIGHT CYBERTRON”

\*\*\*Weapons of Mass Mutation!\*\*\*

Everything since Megatron first launched his plan to turn Earth's Sentinel armada into Decepticons has been leading to this moment! Megatron's effort to conquer Earth has failed, but his vile machinations have brought the wrath of the Celestials down upon the planet Cybertron! The Astonishing X-Men have detonated a weapon of mass mutation to activate the mutant powers of the planet's natives, and now its up to Jean Grey and the Scarlet Witch to lead a battalion of mutant transformers in a last ditch effort to repel the angered space gods! Witness the final fate of Megatron as Arishem the Judge imposes his sentence! And when the mutant-finding device Cerebro is exposed to a life-giving Cybertronian spark, the Astonishing X-men's team mandate may just expand from protecting a world that hates and fears them... to a galaxy that does the same!

Meanwhile, as the citizens of Utopia rebuilt their community within the deadly Savage Land, an election is held and the results are in. All hail the new mayor of Utopia... Legion! Got a problem? Take it up with his chief of staff – Devil Dinosaur!

32 PGs./Rated T+...$2.99

**ASTONISHING X-MEN #10**

Written by BRIAN K. VAUGHAN

Plot by EXCITER

Art by KEN ROCAFORT

\*\*\*A Nightmare on Graymalkin Lane\*\*\*

After Megatron's defeat, Jean Grey and the Astonishing X-Men find themselves on the other side of the galaxy and in control of Apocalypse's Celestial spaceship (known to its friends as “Ship”) and a Cerebro enhanced to work on a galactic scale. First stop? A world where mutant signatures are disappearing en masse. What's causing the apparent genocide? Jean, Iceman, and the Scarlet Witch are about to find out...

Meanwhile back on Earth, Freddy Kruger has come back from the dead and wants to claim revenge on Charles Xavier by slaying his children in their dreams. Charles' son happens to be the new mayor of Utopia, David “Legion” Haller! How many of Legion's multiple personalities can Freddy slice through before he gets to the original?

32 PGs./Rated T+...$2.99

**ASTONISHING X-MEN #11**

Written by BRIAN K. VAUGHAN

Plot by EXCITER

Art by KEN ROCAFORT

\*\*\*Infinity Effect Tie-In!\*\*\*

It's a bad time for the Astonishing X-Men to be traveling space in the Celestial Ship they stole from Apocalypse! Lord Mar-Vell of the Cancerverse has invaded with the goal of eliminating Death herself – but all kings needs a queen, and who from our universe has cheated death more than the Phoenix herself - Jean Grey?! Problem is, Jean's not really looking for a relationship right now... Can she, Scarlet Witch, Iceman, and the rest hold off Mar-Vell's heinous undying Revengers? Does the secret of bringing them permanent death lie with the X-Men's Cancerverse proxies... the X-Tinctionists? And what will the Revengers do with the special scrap metal in the Ship's cargo hold? What will they do... with Megatron's extinguished spark?

32 PGs./Rated T+...$2.99

**ASTONISHING X-MEN #12**

Written by BRIAN K. VAUGHAN

Plot by EXCITER

Art by KEN ROCAFORT

"X-FINITY" Part Two "FROM THE ASHES"

\*\*\*Infinity Effect Tie-In!\*\*\*

The Astonishing X-Men steal a page from the book of the Guardians of the Galaxy and go behind enemy lines! Believing the key to defeating the insidious Lord Mar-Vell's undying legions lies with the X-Men's dimensional counterparts from the Cancerverse, Jean Grey leads the Scarlet Witch, Iceman, Fantomex, and the others through the rift and into an unspeakable place where death has died! In our universe the Phoenix Force is the ultimate manifestation of death and rebirth, so just what exactly is the Cancerverse's Phoenix capable of? And what will Lord Mar-Vell do to keep her off the playing field? Ask his new agent, hidden in the bowels of the X-Men's ship - the reanimated Decepticon, Megatron!

Meanwhile, Legion and Devil Dinosaur defend Utopia against a new threat – refugees from the ravaged mutant nation of Tian!

32 PGs./Rated T+...$2.99

ASTONISHING X-MEN #13

Written by BRIAN K. VAUGHAN

Plot by EXCITER

Art by KEN ROCAFORT

"X-FINITY" Part Three “LIFE BEYOND LIFE”

* + - Infinity Effect Tie-In!\*\*\*

Trapped in a universe without death, Jean has done the unthinkable... and bonded with the Phoenix Force of the Cancerverse! Can she use it to cut off Lord Mar-Vell's domestic supply lines and give the Infinity Watch and the rest of the resistance in her home dimension a fighting chance against the undying invaders? And when the secretly resurrected stowaway Megatron sabotages the X-Men's stolen Celestial ship, named Ship, can Iceman, the Scarlet Witch, and the rest of the team manage to get back to Earth before they're all trapped behind enemy lines? They say any landing you can walk away from is a food one... but at least one X-Man won't be walking away!

32 PGs./Rated T+...$2.99

ASTONISHING X-MEN #14

Written by BRIAN AZZARELLO

Plot by NX01A

Art by J.H. WILLIAMS III

“THE ODYSSEY” Part One “ALL THESE WORLDS”

Theme Song: Frank Sinatra - Fly Me To The Moon

* + - New Creative Team!\*\*\*

•The Cancerverse was not kind to the X-MEN and APOCALYPSE, least of all the SCARLET WITCH and the dearly departed FANTOMEX. Wanda's probability altering abilities are out of control, causing malfunctions across their Celestial ship, Ship. Barely able to warp to Jupiter before engines, communications, and life support fail, Ship is pulled by a powerful psychic force to one of the gas giant's moons, Europa.

•Welcome to the underwater city of Pwyll, a utopia populated by powerful mutants from the mid-20th Century and their descendants! While names like Tad Carter, Roger Carstairs, Ted Lestron, Vincent Farnsworth, and Gloria Hammond may have been forgotten on Earth, their powers have created a thriving community under Europa's methane ice... but every Eden has its snake. Wanda's presence causes Pwyll's systems to break down, too, including the stasis pods where the most dangerous mutant of all is kept asleep: a young man named MATTHEW MALLOY! Can even EN SABAH NUR, JEAN GREY, and ICEMAN stop him from destroying Europa and the solar system?

•What other powers have been awoken in Europa's watery depths?

•And why does Jean keep seeing Mistress Death smiling at her?

32pgs/Rated T.../$2.99

ASTONISHING X-MEN vs TETRIS #15.VID

"Wrong! Do It Again!"

Plot: NX01A

Guest Writer: PETER DAVID

Guest Artist: PEPE LARRAZ

Gameboy Variant Cover: Alex Ross

Theme song: Pink Floyd - Just Another Brick In The Wall

•JEAN GREY, SCARLET WITCH, ICEMAN, and APOCALYPSE are stuck on a rapidly decaying underwater mutant colony on one of Jupiter's moons, Europa, while fighting for their lives against MATTHEW MALLOY when... Oh, sorry. More on that next month! Back to our irregularly scheduled special issue!

•The Savage Land mutant Utopia is being surrounded by huge chunks of Cybertron technology materializing and falling from the sky! At least it's helping to keep the Tian mutant refugees at bay. Pity there's also Ghost Box tech in the falling tetrominoes that will teleport everything and everyone with its perimeter... somewhere else. Wherever that is, Devil Dinosaur, Moon Boy, and Legion don't want to go! They can't stop the falling blocks but Legion can manipulate them to fall into a different configuration and teleport the wall itself away instead of the town. But if even one piece is out of alignment, the entire Savage Land could be destroyed!

•Who could be behind such an advanced attack? And why are there Russian letters on the falling blocks of doom?

32PGS./Rated T/$2.99

ASTONISHING X-MEN #16

'The Odyssey' part 2/6 'Except Europa'

Written by BRIAN AZZARELLO

Plotted by nx01a

Art by JASON FABOK (Europa) & MIKEL JANIN (Utopia)

Theme: Carlos Santana - Europa

* + - New writer BRIAN AZZARELLO welcomes new series artists JASON FABOK & MIKEL JANIN\*\*\*

•Deep beneath the waters of the ice moon, Europa, MATTHEW MALLOY has just awoken, still unable to control his ability to twist reality. His power is linked directly to his emotions and he's very angry at the mutants who deemed him unstable and lethal, keeping him in stasis for years!

•The SCARLET WITCH's uncontrolled entropy has also freed another dangerous mutant from stasis, one whose vast geokinetic abilities are fueled by draining the life forces of random sentient beings! JEAN GREY is betting that SONNY BAREDO aka HUMUS SAPIEN is the answer to defeating Malloy... even if it kills her!

•Can ICEMAN, APOCALYPSE, and the powerful mutant minds of Pwyll keep the underwater city from falling apart during this mythic struggle?

•However this battle plays out, MISTRESS DEATH continues to smile at Jean but this time the embodiment of the ultimate end of all things has a gift from dearly departed FANTOMEX for the redhead.

•Meanwhile, at the Savage Land Mutant Utopia... The Tian refugees demand entry into Utopia! They're not the most powerful or the most beautiful mutants but they're still people. Unfortunately, Utopia's resources and infrastructure simply can't sustain both the Utopians and the Tian refugees immediately. If that wasn't enough, the Russians behind last issue's TETRIS attack on Utopia are revealed! Approximately half of LEGION's personalities get migraines!

32pgs/Rated T.../$2.99

ASTONISHING X-MEN #17

"THE ODYSSEY" Part Three of Six "A Hugging, Kissing Fiend"

Plotted by NX01a

Written by BRIAN AZZARELLO

Art by JASON FABOK (Space) & MIKEL JANIN (Utopia)

Theme: The Miracles - Love Machine

•With APOCALYPSE staying on Europa to repair the underwater mutant city of Pwyll's damaged systems with Ship's Celestial technology, it's up to dearly departed FANTOMEX's spaceship nervous system, E.V.A., to shuttle ICEMAN, JEAN GREY, the SCARLET WITCH, and SONNY BAREDO aka HUMUS SAPIEN back to Earth.

•Jean wonders if it was really Wanda's hex bolt that let Humus Sapien drain MATTHEW MALLOY's life force and kill him or if his demise was linked to Jean's visions of a smiling, gift-giving MISTRESS DEATH.

•With intense meditation and telepathic assistance from Jean, Wanda seems to have regained control of her Canververse-broken probability manipulation. This should ensure a smooth and uneventful trip back to Earth, right?

•Elsewhere in the darkness of space... An Eternal vessel headed for Titan comes across a derelict ship in the asteroid belt. The four young Eternals find a human woman aboard but she's carrying a brooding secret.

•STARFOX aka EROS of Titan encounters the X-Men on his way to retrieve the ship and crew. He takes the opportunity to romance Wanda, Jean, and Bobby... but how successful will he be? Sonny is happy to be left out of the wooing, however; Eros obviously isn't into anyone whose body is an amalgam of human, plant, sediment, and energy!

•Meanwhile, at the Savage Land Mutant Utopia... The TITANIUM MAN and the CRIMSON DYNAMO besiege Utopia but LEGION and DEVIL DINOSAUR & MOON BOY are ready for them and their second attempt to use TETRIS tech against the town! Enter PSIMON, PSIREN, and SHOLA INKOSI: the PSI-COPS!

32 PGs./Rated T+...$2.99

ASTONISHING X-MEN #18

'The Odyssey' part 4/6 'So Darkness I Became'

Written by BRIAN AZZARELLO

Plot by NX01A

Art by JASON FABOK (Space) & MIKEL JANIN (Utopia)

Theme: Florence + The Machine - Cosmic Love

•Beware BROOD bearing gifts!

•Young Eternals AURELLE, CEYOTE, SUYIN, and PSYKOS have been transformed into BROOD! Once STARFOX and the X-Men come aboard their derelict ship, the Eternal Brood new breed attack! Starfox is knocked unconscious and the mutants' fight for survival begins! Can four omega level mutants like JEAN GREY, the SCARLET WITCH, ICEMAN, and HUMUS SAPIEN stop four immortal and insanely powerful Eternals bent on killing them or (even worse) turning them into sleazoids, too?

•Just how powerful was the first Brood that it could infect Eternals? And where has it gone?

•Meanwhile, at the Savage Land Mutant Utopia... The TITANIUM MAN and the CRIMSON DYNAMO's rampage was stopped! PSIMON and SHOLA INKOSI took apart their suits and their minds, and PSIREN teleported the naked men to Siberia. These so-called PSI-COPS have done a good job so far but should they become Utopia's actual constabulary? What rights do Utopia citizens and Tian refugees have when dealing with the literal thought police? What retaliation should be taken in response to these unofficially state-sanctioned Russian attacks? And what should be done with all this depowered TETRIS teleportation technology?

32pgs/Rated T.../$2.99

ASTONISHING X-MEN #19

"THE ODYSSEY" Part Five of Six "PLANET EARTH IS BLUE AND THERE'S NOTHING I CAN DO"

Written by BRIAN AZZARELLO

Plot by NX01A

Art by JASON FABOK (Space) & MIKEL JANIN (Utopia)

Scarlet Witch Variant Cover by JOSEPH MICHAEL LINSNER

Theme: David Bowie - Space Oddity

•The Brood are anathema to the Sol system, an invasive species that HUMUS SAPIEN's intrastellar attunement allows him to destroy on the molecular level! Before returning to Titan, STARFOX thanks the X-Men for putting the young Eternal Brood out of their misery.

•JEAN GREY, E.V.A., and friends find ASTEROID M in Earth orbit. ASTRA and her Magneto clone, JOSEPH, command violent ACOLYTES in a crusade to take Asteroid M from AMELIA VOGHT and her more peaceful Acolytes who simply want to get away from humanity.

•Things get more complicated when Acolytes on both sides start to worship Magneto's daughter, the SCARLET WITCH.

•Has Astra won by having the mutant psionic ghost called MALICE possess ICEMAN?

•Meanwhile, at the Savage Land Mutant Utopia... After a minor outbreak of acute bacterial meningitis among the Tian refugees, United Nations observers arrive under S.H.I.E.L.D. escort to examine their living conditions and those of the Utopians. The UN made the Savage Land an international wildlife preserve long ago, but does that make it illegal to settle there? Tensions are still high after the unprovoked Russian attack. Which of the many factions involved will ignite another international firestorm? Can MOON BOY & DEVIL DINOSAUR and their PSI-COPS prevent it? And why is LEGION eyeing that depowered TETRIS teleportation tech?

32pgs/Rated T/$2.99

ASTONISHING X-MEN #20

'The Odyssey' part 6/finale 'Man Is Something That Shall Be Overcome'

Written by BRIAN AZZARELLO

Plot by NX01A

Art by JASON FABOK (Space) & MIKEL JANIN (Utopia)

Phoenix Variant Cover by ADAM HUGHES

Theme Song: Thus Spake Zarathustra

•It took the ice to bring the flame! Pushing herself harder than ever before, JEAN GREY used her telepathy, telekinesis, and newly developed pyrokinesis in unison to incinerate ICEMAN's frozen body and keep his consciousness intact while exorcising and scattering MALICE's mutant psionic essence! She's not quite ready to call herself PHOENIX again, though, but Jean IS on fire!

•Those ACOLYTES now loyal to the SCARLET WITCH help the X-Men flee Asteroid M aboard E.V.A. as the war rages on between ASTRA's violent sect and VOGHT's more peaceful one!

•HUMUS SAPIEN reconnects with the Earth... with possibly disastrous consequences!

•Two powerful beings follow E.V.A. back to the Earth as the first ASTONISHING/IMMORTAL X-MEN crossover begins! Pick up this month's IMMORTAL X-MEN #11 for part one of 'INTELLIGENT DESIGN' and join us here next issue for part two!

•Meanwhile, at the Savage Land Utopia... MOON BOY & DEVIL DINOSAUR and their PSI-COPS have ensured the safety of the United Nations observers sent to examine the humanitarian situation with the Utopians and the Tian refugees. The UN starts sending aide to the refugees but it keeps getting intercepted by ape-like creatures. Moon Boy goes to have a talk with his people about their piracy!

•LEGION uses Russia's own TETRIS teleportation tech to bring VLADIMIR PUTIN to Utopia for a quick chat about his country's attacks on the mutant nation as well as the barbaric situation faced by mutants in Russia. Mutants being unable to get health care, schools actively teaching that mutation is a genetic disease, no laws prohibiting genetic discrimination, unchecked anti-mutant vigilantism... A word to the wise from an omega level mutant should be enough, shouldn't it?

32pgs/Rated T.../$2.99

ASTONISHING X-MEN #21

'Intelligent Design' part 2/4 "And It's Time To Lend A Hand To Life"

Written by BRIAN AZZARELLO

Plot by NX01A

Art by JASON FABOK (Africa) & MIKEL JANIN (Utopia)

Theme Song: USA for Africa - We Are The World

•The Astonishing/Immortal X-Men crossover continues!

•Modern humans evolved in East Africa, and that's where humanity's next and possibly final evolution will begin!

•Fearing that his two kids are mutants like their aunt, Paul Bailey kidnaps them and takes them to be uplifted by the FUTURIST and ALPHA the ULTIMATE MUTANT's Protoculture into cosmically beautiful and powerful EXHUMANS! Their mother, SARA GREY, contacts her sister, JEAN, to help save the children with help from their ancestor, DORIAN GRAY (and the IMMORTAL X-MEN).

•From above, a beautiful organic ship shaped like a flower/squid hybrid slowly descends in the midst of the X-Men and the Exhumans. The uplifted and their makers seem nervous.

•'INTELLIGENT DESIGN' continues in this month's IMMORTAL X-MEN #12!

•Meanwhile, at the Savage Land Utopia... DEVIL DINOSAUR & MOONBOY watch a few dozen of their citizens and many Tian refugees use the cosmic portals to go become Exhumans! With more space, is it time to let the some of the remaining refugees fully integrate? Is it right to choose who to let in based on usefulness and telepathic truth scans?

•One S.H.I.E.L.D. agent didn't return home from Utopia. The PSI-COPS uncovered his assault on a young refugee girl, and LEGION made his fellow agents believe he was eaten by a dinosaur. His true fate lies deep within the bowels of Utopia as he comes face to talons with a very, very hungry SAURON. The telepathic fiction wasn't so far from the truth, after all.

32pgs/Rated T/...$2.99

ASTONISHING X-MEN #22

"Intelligent Design" part 4/finale "We're Fire And Ice"

Written by BRIAN AZZARELLO

Plot by NX01A

Art by JASON FABOK (Africa) & MIKEL JANIN (Utopia)

Grey Phoenix Variant Cover by Wolfe Hanson

Theme Song: Starship - Sara

"Hear me, X-Men! No longer am I the woman you knew! I am Stasis and Serenity Invariable! Now and Forever - I am GREY PHOENIX!"

•The ASTONISHING/IMMORTAL X-MEN crossover ends here!

•A fragment of the ANTI-PHOENIX has slept inside JEAN GREY since she connected with it in the CANCERVERSE. Our Phoenix is fire and life incarnate. The Anti-Phoenix is stasis and serenity invariable, and the bit of itself formerly in Jean has now fully bonded with her human sister, SARA GREY! Can the GREY PHOENIX stop the FUTURIST, ALPHA the ULTIMATE MUTANT, and their brainwashed and hyper-evolved EXHUMANS (including Sara's two uplifted children)?

•Enigmatic cosmic being, KOSH, stands on the sidelines. And, at the edge of the solar system, a cloaked VORLON planet killer waits.

•Meanwhile, at the Savage Land Utopia... LEGION, DEVIL DINOSAUR & MOONBOY, the SCARLET WITCH, and ICEMAN oversee integrating the most useful two dozen of the remaining Tian refugees into city life. So far, so good. So far, the unconscious HUMUS SAPIEN has drained the life forces of five of the newcomers. So far from good.

32pgs/Rated T.../$2.99

ASTONISHING X-MEN #23

'What Follows Will Swallow Whole'

Plot by NX01A

Written by BRIAN AZZARELLO

Art by JASON FABOK (Europa) & MIKEL JANIN (Utopia)

X-Men: Apocalypse Variant Cover by PHILIP TAN

Theme Song: AFI - Girl's Not Grey

•On Europa, APOCALYPSE has whipped the Pwyll mutant colony into shape! Their existing eugenics program was basic but they had the right idea; EN SABAH NUR expects the first crop of Alpha and possible Omega level mutants within eight months. The Apocalypse Games are about to begin to see who survives to become his newest Horsemen. There should be peace and joy but his new subjects have all gone catatonic as though engaged in some titanic internal struggle! Will the so-called fittest mutant fall prey to this weakness, too? And what about the VORLON planet killer that's powering up overhead? Bye, Europa.

•Meanwhile, at the Savage Land Utopia... After devolving the FUTURIST, ALPHA the ULTIMATE MUTANT, and all of their uplifted EXHUMANS back to their original states with her cold fire, SARA GREY aka the GREY PHOENIX seems content to do nothing more than hug her children. With no interesting specimens left to easily sample and study, KOSH should go to his ship and jump into hyperspace but he... it... remains on Earth to deliver a lyrical and cryptic warning to JEAN GREY about the CANCERVERSE's undying ANTI-PHOENIX that has bonded body and soul with her sister.

•The Tian refugees allowed into Utopia have fled, claiming the Utopians are killing them after the unconscious HUMUS SAPIEN... killed... five of them. They have a point. LEGION and DEVIL DINOSAUR & MOON BOY meet with their representatives, HECTOR MENDOZA aka WRAITH and LEYU YOSHIDA aka SUNPYRE, but realize that many people across Utopia and outside are just standing still.

•ICEMAN discovers he has a secret admirer and a dinner invitation!

32pgs/Rated T/$2.99

ASTONISHING X-MEN #24

'So You Stole My World'

Written by BRIAN AZZARELLO

Plot by NX01A

Art by JASON FABOK (Psionic Plane & Space) & MIKEL JANIN (Utopia)

Iceman Variant Cover by LUIS ROYO

Theme Song: Vertical Horizon - Grey Sky Morning

•The MUMMUDRAI invasion of the Sol system begins! Tokyo, Delhi, Shanghai, Mexico City... Starting in the most populous cities and spreading, the evil psychic twins that follow every being from birth to death freeze hundreds of millions in place while dozens either die or awaken as murderous psychopaths every second! Once they've matured on Earth, these mental monsters will reach out to the stars!

•When HUMUS SAPIEN regains consciousness, he explains that he subconsciously killed those manifesting the worst of it nearby: five Tian refugees. If he exorcises any more, the planet will be littered with eight billion corpses.

•The GREY sisters, PHOENIX and GREY PHOENIX, take the fight directly to the psionic plane but JEAN's consciousness is forced to jump into its uncharted psychic depths! What secret will she discover in the lowest layers of mankind's collective unconscious? Can KOSH show Jean the way back?

•After obliterating Europa and APOCALYPSE's mutant colony there, the VORLON planet killer enters Earth orbit and powers up its main cannon! The Mummudrai infestation will not be allowed to spread beyond Sol!

•Meanwhile, at the Savage Land Mutant Utopia... Oblivious to the chaos around them, ICEMAN and PSIMON of the PSI-COPS have dinner! Will there be ice cream for dessert?

32pgs/Rated T/$2.99

ASTONISHING X-MEN #25 \*Double-Sized Issue!\*

'Setting Fire To This Life'

Plot by NX01A

Written by BRIAN AZZARELLO

Art by JASON FABOK (Psionic Plane & Space) & MIKEL JANIN (Savage Land)

Grey Phoenix Variant Cover by PHILIP TAN

Theme Song: Dave Matthews Band - Grey Street

•Millions of years ago, the cosmic VORLONS sought to transcend this dimension to reach Heaven. All they did was open a door to a nightmarish Hell called the CANCERVERSE whose denizens were waiting since the dawn of time to infest ours. The Vorlons closed the door and have been exterminating these MUMMUDRAI across creation ever since. The last horrors have finally been cornered on a single blue world...

•Mankind is standing still, consumed by entities erasing our hopes and dreams and personalities to make room for themselves! The battle for humanity and sentient life across the universe ends on the psionic plane as SARA GREY aka GREY PHOENIX and her ANTI-PHOENIX FORCE take on the original Mummudrai known as THE FIRST ONE! If Sara falls, the Vorlon planet killer in orbit will obliterate Earth like it did Europa to end the Mummudrai threat once and for all!

•Will help from PHOENIX and KOSH amplifying and focusing humanity's collective fear and hatred of the unknown, the other, and the different to exorcise the Mummudrai work? Will this cause more harm than good in the long run?

•Meanwhile, at the Savage Land Mutant Utopia... ICEMAN and PSIMON's date is interrupted by a fiery Mummudrai calling itself REIGNFIRE! That ice cream dessert may just melt.

•Meanwhile, elsewhere in the Savage Land... The high priestess of the Sun People, ZALADANE, meets with shadowy figures who promise her the vast power of her half-sister. And no, they don't mean POLARIS...

64 PGS./Rated T/$4.50

ASTONISHING X-MEN Annual 2016 \*New Creative Team!\*

'Odyssey'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

Apophis & Teal'c Photo Variant Cover

Opening Theme by Joel Goldsmith

•After recent MUMMUDRAI battle damage exposed the interior of UTOPIA's previously impenetrable tower, a circular device is discovered but the X-Men may not be prepared for what comes through once its iris opens.

•Through the wormhole's event horizon strides APOPHIS! The reign of his fellow GOA'ULD false gods ended in Egypt thousands of years ago when APOCALYPSE killed most of them in battle and drove the few remaining mind-controlling serpentine parasites from Earth through the stargate before sealing it. A handful remain across the vastness of space, waiting for worlds' long forgotten stargates to be activated.

•As the System Lord and his JAFFA soldiers open previously sealed sections of Utopia, the X-Men realize that their citadel is much more than just another abandoned Savage Land city. What is this WHITE VERTEX that Apophis seeks?

•The key to stopping Apophis may be his right hand, his First Prime: TEAL'C. The Jaffa have become restless over the centuries but as underling Goa'uld parasites possess dozens of mutants, it seems homo superior may just be the slave race Apophis needs to replace them and take back the galaxy!

64 PGS./Rated T+/$4.50

ASTONISHING X-MEN #26

'One Nation Under M' part 1/5 'Dealing With Fools'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

Jean Grey Variant Cover by STEPHANIE HANS

Theme Song: The Alan Parsons Project- Eye in the Sky

•The VORLON planet killer spares Earth and jumps into hyperspace. KOSH leaves one of the GREY sisters with a gift. With our universe's collective MUMMUDRAI infestation annihilated along with the ANTI-PHOENIX, JEAN and SARA explore Sara's newly activated metahuman tracking and power modulation abilities.

•After picking up many of the mutants stranded in east Africa following 'Intelligent Design', Asteroid M holds geostationary orbit above Utopia, broadcasting an invitation to join the Acolytes above. The SCARLET WITCH, ICEMAN, and E.V.A. go aboard to see who is in control: ASTRA or AMELIA VOGHT. All of the Acolytes are living together happily. Too happily. Mind control happily. But whose mind is in control? And who is this odd woman called ZALADANE who claims to be Wanda's half-sister? And why does she keep smiling at Bobby?

•Meanwhile, at the Savage Land Utopia... With more living areas unsealed during APOPHIS' bloody incursion, LEGION and MOONBOY & DEVIL DINOSAUR meet with Tian representatives, HECTOR MENDOZA aka WRAITH and LEYU YOSHIDA aka SUNPYRE, to finally begin fully integrating the refugees into citadel society. Before leaving through the stargate, TEAL'C and his Jaffa warn that this ancient outpost still harbours deadly secrets. He leaves some of the GOA'ULD symbiote poison that killed Apophis and his underlings, urging that the stargate's iris be sealed forever.

32pgs/Rated T/$2.99

ASTONISHING X-MEN/SAILOR MOON: FIGHTING EVIL BY MOONLIGHT!

'X-Sailors!'

Plot by NX01A

Written by GRANT MORRISON

Art by JOE MADUREIRA

Sailor Jean Grey Variant Cover by ROBBY COOK

Theme Song: Not Literally - I Ship It

•After the recent MUMMUDRAI and GOA'ULD attacks and now with ASTEROID M looming in orbit overhead, several Utopians are suffering various forms of post traumatic stress and dissociative disorders. Telepaths are working with them but one former Tian refugee and anime fanatic has retreated so far within her psyche that only PHOENIX has any hope of bringing her back.

•Deep within PRETTY MUTANT DREAM GIRL's mind lies the X-Kingdom, and JEAN GREY has been transformed into its gorgeous guardian: the one named SAILOR MOON!

•The flame-clawed SAILOR MARS and storm-powered SAILOR JUPITER fight the probability-manipulating ZOISITE and her super-fast lover MALACHITE while Jean aka Sailor Moon tries to free TUXEDO VISOR from the tantric telepathic torture of WHITE QUEEN BERYL!

•Even if the X-SAILORS win, can they and Pretty Mutant Dream Girl's mind survive DARK METARIA's incarnate hunger for Fire and Life?!

32 pgs/Rated T/$2.99

ASTONISHING X-MEN #27

'One Nation Under M' part 2/4 'Get Ready To Die'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

Scarlet Witch Variant Cover by Russell Dauterman

Theme Song: Disturbed - Down With The Sickness

•FABIAN and ANNA-MARIE CORTEZ made their move, taking control of Asteroid M in the chaos of the Acolyte War between ASTRA and AMELIA VOGHT! With every other Acolyte under Anna's Fabian-enhanced mind control, they now set their sights on Utopia.

•Now that ZALADANE has stolen the SCARLET WITCH'S probability altering powers, she wants control of Asteroid M, too! It is her birthright as a child of MAGNETO, she claims, but the Cortez siblings won't give up their new kingdom without a fight! ICEMAN, E.V.A., and an unconscious Wanda are caught in the space chaos!

•Meanwhile, at the Savage Land Utopia... With her sister, JEAN, off answering a telepathic distress call, SARA GREY finds herself and her new ability to dampen or heighten superhuman powers called on to assist the PSI-COPS in making the TIAN refugee integration into citadel life go smoothly. There is so much mistrust on both sides and the real possibility of violence erupting. Is unification possible?

ASTONISHING X-MEN #28

'One Nation Under M' part 3/5 'Life In Sacrifice'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

Iceman Variant Sketch Cover by Bryan Hitch

Theme Song: Neil Young - Cortez the Killer

•ZALADANE has been busy. She stole the SCARLET WITCH's probability-altering mutant powers, killed ANNA CORTEZ, kidnapped ICEMAN, and escaped ASTEROID M! The psychic backlash of his sister's death has broken FABIAN CORTEZ's control over the Acolytes and has driven him insane; now he's ready to crash Asteroid M into the Savage Land, destroying both nations and killing millions! It's up to a powerless Wanda and crippled E.V.A. to stop him!

•JEAN GREY and her newly awakened clone, MADELYNE PRYOR, fight for their lives against SINISTER, N'ASTIRH, and an army of magic-infused genetic monstrosities in the underground organic city called Uncanny Valley!

•Meanwhile, at the Savage Land Utopia... An unexpected guest arrives with the regular S.H.I.E.L.D. humanitarian aide transport: SARA GREY's ex-husband, PAUL BAILEY! The genophobe who kidnapped their twins and let them be temporarily warped into EXHUMANS during the 'Intelligent Design' event wants to see his kids. And why can't the PSI-COPS read his mind? Will it even matter with a two kilometer-wide asteroid about to obliterate the entire Savage Land?

32pgs/Rated T/$2.99

ASTONISHING X-MEN #29

'One Nation Under M' part 4/5 'Reach Out And Touch Faith'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

Scarlet Witch Sketch Variant Cover by Philip Tan

Theme Song: Marilyn Manson - Personal Jesus

•After throwing FABIAN CORTEZ from Asteroid M as it plummets into the atmosphere, a crippled E.V.A. and the depowered SCARLET WITCH barely make it back to Utopia but can't follow her unhinged half-sister, ZALADANE, to a dead city on the other side of Antarctica where Zala aims to awaken... something! Even more disturbing, Zala plans to marry her unconscious hostage: ICEMAN!

•Meanwhile, at the Savage Land Mutant Utopia... HUMUS SAPIEN barely holds the main chunk of Asteroid M aloft two kilometers overhead as PSIREN and her teleporters evacuate the Acolytes and other mutants aboard down to the citadel. The price for not letting it fall: randomly draining the life forces of increasing numbers of unfortunate Savage Land residents!

•SARA GREY realizes her ex-husband PAUL BAILEY wants more than just their children for Christmas as the S.H.I.E.L.D. agents he came with turn into suicide bombers.

•Boom.

32pgs/Rated T/$2.99

ASTONISHING X-MEN #30 \*Double-Sized Issue!\*

'One Nation Under M' part 5/finale 'Burn Through the Witches'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

Scarlet Witch Variant Cover by Jason Pearson

Theme Song: Rob Zombie - Dragula

•Probabilities across the planet and beyond are being grossly distorted! Seriously, look at the US election results... (See recent issues of Uncanny X-Men!)

•Armed with her vilest grimoires (including Von Unaussprechlichen Kulten, De Vermis Mysteriis, and the Necronomicon), the now mutant powerless SCARLET WITCH teleports across Antarctica to the Cyclopean city of the extinct Elder Things for a showdown with her mutant power-stealing half-sister, ZALADANE! Luckily, Wanda made some friends there last Halloween so she has backup. Eldritch, blasphemous backup...

•And they'd better hurry! ICEMAN isn't sure which prospect is more terrifying: married life with Zaladane or having Zaladane sacrifice him immediately after their nuptials! After PSIREN teleports them in, Bobby's budding beau PSIMON and the still injured organic ship E.V.A. may be able to help if Wanda and Zaladane's battle doesn't destroy the city first.

•Meanwhile, at the Savage Land Mutant Utopia... If HUMUS SAPIEN keeps draining life forces to stop Asteroid M from crashing, there may be no one left alive in the Savage land to save! Can he disintegrate enough of it in time?

•S.H.I.E.L.D. suicide bombers wreak havoc and death across the citadel! SARA GREY knows the being possessing her ex-husband PAUL BAILEY's body is looking for an artifact called the White Vertex. Can she and her twins find it before the quasi-energy GOA'ULD System Lord ANUBIS and his forces do?

64 PGS./Rated T+/$4.50

ASTONISHING X-MEN Annual 2017

Plot by NX01A

Written by CULLEN BUNN

Variant Scarlet Witch Variant Cover by JOHN 'UNCANNY KNACK' GALLAGHER

Theme Song: Florence + The Machine - Spectrum

'COLOURS OUT OF SPACE'

Art by MICHAEL ZULLI

•WANDA MAXIMOFF killed her mutant power-stealing half-sister ZALADANE and is back to her probability-manipulating self. She's also saved ICEMAN from becoming the vessel for Zaladane's eldritch abomination would-be husband. Unfortunately, the entity isn't picky about human genders when looking for a dead host body.

•The SCARLET WITCH faces off against the QUEEN IN YELLOW: the personification of chaos, insanity, and self-destruction from the nearby abominable Plateau of Leng!

•While the arcane battle rages in the dead city of the extinct Elder Things, Iceman, PSIMON, and E.V.A. try to stay sane as non-Euclidean physics warps their bodies and suicidal thoughts twist their souls!

'AND WE WILL NEVER BE AFRAID AGAIN'

Art by P. CRAIG RUSSELL

•MOON BOY & DEVIL DINOSAUR open a pop-up book left by the Scarlet Witch with specific instructions not to be opened until New Year's Day.

•After a dark and depressing year, the children of Utopia, Tian, and the entire Savage Land are treated to an enchanted story of witches, wizards, the wild and the weird as told by blazing aurora across the southern sky!

•Even with such an epic before them, have the children lost their sense of wonder and hope in the face of all too human misery?

64 PGS./Rated T+/$4.50

ASTONISHING X-MEN #31

'Here Comes the BOOM!'

Plotted by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

Cyclops & Phoenix Valentine's Variant by GREG & TIM HILDEBRANDT

Theme Song: P.O.D. - Boom

•Climate change is real! And the mutants caused it!

•What was left of Asteroid M has fallen, possibly killing HUMUS SAPIEN and definitely obliterating key sections of the alien technology that maintains the Savage Land's tropical climate! As the entire region slowly falls into Antarctic conditions, various tribes band together to drive out mutants once and for all! Can DEVIL DINOSAUR & MOON BOY avert a war after Humus Sapien's power murdered dozens of natives to lessen the impact of the asteroid?

•Meanwhile, at the Savage Land Mutant Utopia... Possessed S.H.I.E.L.D. agents unlock and secure sections of the city in the name of their god: the quasi-energy GOA'ULD System Lord ANUBIS! With JEAN GREY, E.V.A., ICEMAN, PSIMON, and the SCARLET WITCH missing, LEGION and SAURON too dangerous to release, and PSIREN's PSI-COPS overwhelmed, the husband and wife team of DAVID the POSTMAN and ASTRID BLOOM rally Utopian, Tian, and Acolyte alike to defend their home!

•SARA GREY and her twins find the White Vertex, one of many artifacts left behind by the ancients who built the citadel they now call Utopia. Armed with this weapon able to kill noncorporeal beings, will she use it against Anubis while he possesses her ex-husband's body? Will she kill her children's father right before their very eyes?

32pgs/Rated T/$2.99

ASTONISHING X-MEN #32

'Make Utopia Great Again!'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

Moon Boy & Devil Dinosaur Variant Cover by GABRIELE DELL'OTTO

Theme Song: Iron Maiden - Brave New World

•After briefly uniting to repel the invasive mutants, numerous Savage Land tribes start infighting, and DEVIL DINOSAUR & MOON BOY bid farewell to Utopia to avert a war over increasingly scarce resources! Now based in the Village of the United Tribes where many homeless races have gathered, the duo assemble a group to save lives as the tropics rapidly turn to Antarctic tundra. Nhu'Gari winged telepaths, Hauk'ka reptilian mystics, almost-men of rock... They won't be enough.

•Meanwhile, at the Savage Land Mutant Utopia... The husband and wife team of DAVID aka POSTMAN and ASTRID BLOOM rallied Utopian, Tian, and Acolyte alike to hold back possessed S.H.I.E.L.D. agents and their new deity, the GOA'ULD System Lord ANUBIS. SARA GREY just killed the false god inhabiting her ex-husband's body using the very artifact it craved: the White Vertex. Now free, the exorcised S.H.I.E.L.D. agents apologize, distribute humanitarian supplies, and make a hasty exit.

•With two leaders gone and JEAN GREY, HUMUS SAPIEN, ICEMAN, E.V.A., PSIMON, and the SCARLET WITCH missing in action, it's time for elections. WRAITH and SUNPYRE want to work more closely with S.H.I.E.L.D. and world governments, let the Savage Land tribes most affected by the Asteroid M-destroyed climate control technology stay in Utopia while trying to repair the damage, and crack down on fringe mutant elements in the citadel. Postman and Bloom want to start a mutant militia, close Utopia off and make it self-sufficient, and let the Acolytes worship Magneto's dented helmet in peace. Nice campaign promises. Who will win? Can they deliver?

•Next month: LEGION!

32pgs/Rated T/$2.99

ASTONISHING X-MEN #33

'Engine Of Darkness' part 1/4 'A Challenge Before The Whole Human Race'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

Theme Song: Queen - We Are The Champions

•The X-Men's numerous trips to the Savage Land are always fruitful. The mutant sons of COLOSSUS and WOLVERINE have been cast out of their clans and are on their way from the snowy Village of the United Tribes to Utopia with SARA GREY and her kids when their S.H.I.E.L.D. jump jet is shot down!

•Introducing the wicked WILD SENTINELS! Built from salvaged materials including bits of advanced technologies scattered across the Savage Land, these small yet deadly adaptive Sentinels are protecting something.

•ERISTA's bone projectiles, PETER Jr.'s liquid metal, and JOEY and GAILYN's limited telekinesis and telepathy while near each other may not be enough to stop the mutant-killing robots. Can Sara amplify her twins' powers enough for a psychic distress call?

•Meanwhile, at the Savage Land Mutant Utopia... It's a Mutant Spring in the midst of descending Antarctic winter! The husband and wife mayoral team of DAVID the POSTMAN and ASTRID BLOOM begin putting their election promises into action, determined to make Utopia safe for all its mutants! After raising Utopia's newly discovered force field to maintain its climate and keep out freezing Savage Land natives, training exercises for all Utopians begin toward the formation of MILITIA X! An ancient greenhouse comes to life again as GREGOR SMERDYAKOV aka ARBOREAL puts down roots to start bearing nutritious, mutant power-enhancing fruit. Losing mayoral candidates SUNPYRE and WRAITH are sent off into the cold wastes to search for the still missing JEAN GREY, HUMUS SAPIEN, ICEMAN, E.V.A., PSIMON, and SCARLET WITCH!

32pgs/Rated T/$2.99

ASTONISHING X-MEN #34

'Engine Of Darkness' pt 2/4 'Not Much Longer Will You Be Mine'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

Arboreal variant cover

Theme Song: Marvin Gaye - I Heard It Through The Grapevine

•BOLIVIA and other human settlers living in an advanced complex hidden in a volcano want to be left alone but take in SARA GREY, her twins, and the Savage Land-born and forgotten mutant sons of WOLVERINE and COLOSSUS after they are injured by the WILD SENTINELS that protect the facility.

•Meanwhile at the Savage Land Mutant Utopia... DAVID the POSTMAN and ASTRID BLOOM's leadership is going smoothly in its first few weeks apart from finding no signs of JEAN GREY, HUMUS SAPIEN, ICEMAN, E.V.A., or the SCARLET WITCH. MILITIA X has over a hundred members being trained to defend the citadel at any cost while amped up on ARBOREAL's mutant power-enhancing fruit. The citadel's force field keeps it safe from attack and from the increasingly cold conditions outside.

•Several mutants leave Utopia in protest of the new isolationist sanctions, and try to slow the decay of the Savage Land's artificial climate. Wind and weather manipulators DELUGE, MONSOON, SIROCCO, HURRICANE, WINDSHEAR, and WIND DANCER fight a losing battle against the freezing Antarctic conditions. Technokinetics NETWORK, MADISON JEFFRIES, ZIGGY KARST, and PARADIGM help DEVIL DINOSAUR & MOON BOY's team see if the alien weather control technology decimated by Asteroid M's impact can be repaired. WRAITH and SUNPYRE open fruitless negotiations with Postman and Bloom regarding letting freezing Savage Land natives into Utopia.

•Receiving the Grey twins' psychic distress call, a Utopian search party encounters the Wild Sentinels and decloaks the true nature of the facility: it's a MASTER MOLD Sentinel factory!

32pgs/Rated T/$2.99

ASTONISHING X-MEN #35

'Engine Of Darkness' pt 3/4 'I've Come To Help You With Your Problems So We Can Be Free'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

Master Mold Variant Cover

Theme song: Styx - Mr. Roboto

•There are many plots against the mutant nation of Utopia. One involved building a cloaked MASTER MOLD in the Savage Land to mass produce SENTINELS under the direction of forcibly transformed human PRIME SENTINELS. When Asteroid M fell and obliterated part of the Savage Land's alien weather control technology, the resulting energy wave deactivated the Master Mold and Prime Sentinels. Only flocks of small yet lethal WILD SENTINELS remained active to protect the facility.

•DAVID the POSTMAN and ASTRID BLOOM, the new leaders of Utopia, plan to destroy the Master Mold even if they kill SARA GREY, the mutant children, and the currently human former Prime Sentinels in the process. MILITIA X begins its assault on the Master Mold complex by engaging the Wild Sentinels!

•Savage Land natives and reptilian fauna fight to survive near the only sources of heat left: volcanoes! Fixing the weather control systems that formerly kept the Savage Land tropical in the middle of Antarctica is possible by cannibalizing the ancient force field technology keeping Utopia safe from attack and the freezing temperatures. If the mutant rebels don't act now, the Savage Land ecology will never recover and millions will die. If they act now, they might save the Savage Land but may cause Utopia's downfall!

32pgs/Rated T/$2.99

ASTONISHING X-MEN #36

'Engine Of Darkness' pt 4/finale 'Blood And Chrome'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

Jean Grey vs Sentinels Variant by MARK SPARACIO

Theme Song: Brad Fiedel - Terminator 2: Judgment Day

•X-0.017 <Mutant Incursion Detected {Sector 001}>

•M01 </exe Savage Land Master Mold Activation>

•M30 </exe Additional Wild Sentinel Deployment>

•M216 </exe Prime Sentinel Activation>

•G00 Z1.13 </exe Master Mold Defensive Procedure>

•X-1.059 <Utopia Force Field Deactivation Detected {Sector 010}>

•X-2.132 <Savage Land Artificial Biosphere Reactivation Detected {Sector 001/Sector 1100100}>

•G00 X1.1 Z1.47a </exe Utopia Sterilization Procedure>

•T0300 </exe greet.vocalization = "Die, mutant abominations.">

•X-3.999 <MILITIA X Casualties Detected @ 20%... 30%... 40%... {Sector 001}>

•X-4.456 <Anomalous Prime Sentinel Deactivation Detected {Sector 001}>

•X-5.199 <Anomalous Dimensional Rift Detected {Sector 010}>

•X-6.002 <Omega Level Mutant Threats Detected ICEMAN + SCARLET WITCH + Anomalous Dual JEAN GREY Biosigns {Sector 010}>

•X-7.077 <Omegal Level Mutant Incursion Detected {Sector 001}>

•G03 X24.0 Z-8.0 R10.0 F0.10 </exe Omega Countermeasures>

•X-8.969 <Cryokinetic + Psionic + Quasi-Psionic + Arcane Damage Detected {Sector 001}>

•T0301 </exe greet.vocalization = "Resistance is fuKRSHSssssHssss\*>

•X-9.4656 <Critical Master Mold Damage Detected {Sector 001}>

•XXX </exe/dev/null Master Mold Anti-Metal Vibranium Fusion Core Self Destruct>

•n3Xt 155u3: B00M!

32 PGs./Rated T+...$2.99

ASTONISHING X-MEN #37

'Heat Is Rising'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

Goblin Queen Variant by PHILIP TAN

Theme Song: Judas Priest- Metal Meltdown

•Utopia and the Savage Land are saved when the exploding MASTER MOLD is shunted into CHTHON's Flickering Realms by the mystic clone calling herself MADELYNE GREY.

•As the Savage Land's tropical climate slowly returns, PHOENIX negotiates for the pardoning of the mutant 'terrorists' who sabotaged Utopia's shield to restart the weather control system. Even if successful, they will face scorn from many Utopians for betraying them. This terrified, angry state isn't the Utopia Jean helped create anymore.

•The temporarily human PRIME SENTINELS are imprisoned at the remains of the Master Mold facility, their programming kept offline by SARA GREY's power negation and the SCARLET WITCH's hexes. While the dozens of MILITIA X soldiers killed by the Master Mold and its various Sentinels are cremated by pyrokinetics, Utopians cry for the Prime Sentinels to stand trial for mass murder. Can former Sentinels get a fair trial in a city of mutants they almost exterminated?

ASTONISHING X-MEN #38

'The Law Of The Land'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

Scarlet Witch Variant by MINATCHY SÉBASTIEN

Theme Song: Metallica - Metal Militia

•Utopia may have lost its force field but the integration of its ancient technology into the alien weather control system lets the city's rulers control Savage Land weather and create an energy shield around the entire region. Some tribes object to Utopia effectively taking over the prehistoric paradise but mayors DAVID the POSTMAN and ASTRID BLOOM threaten to create inhospitable microclimates in troublesome areas if Utopia is threatened.

•To rid the temporarily dormant PRIME SENTINELS of the technology infesting them, David and Astrid send PHOENIX, ICEMAN, and PSIMON to procure Antarctic Anti-Metal Vibranium! Can they reason with the protector of the alien material: the WHITE PANTHER?

'Whatever Happened To The Children Of The Atom?' part 2/finale

Plot by NX01A

Written by VICTOR LAVALLE

Art by JOCK

•After defeating the QUEEN IN YELLOW, the SCARLET WITCH and MADELYNE GREY lead the X-Men through various dimensions on a quest to return to Utopia. With time moving differently in other planes, their week of travel lasted seven months on Earth! As they near the mortal realm finally, will they be able to stop the united N'GARAI and RU'TAI demons from opening a gateway from CHTHON's Flickering Realms to slaughter everyone on the planet?

32 PGs./Rated T+...$2.99

ASTONISHING X-MEN #39

'Now The Mess Is Where I Lay'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

90s Jean Grey Variant Cover by DIMITRI PATELIS

Theme Song: Big Wreck - Blown Wide Open

•This Halloween, horror is human. Or should we say... horror is mutant.

•The ACOLYTES believe in mutant superiority, in the sanctity of a pure mutant state, and the birth of mutant messiahs who will lead them to glory and dominion over Earth. They are not happy having SARA GREY, a human mutate, as part of the ruling council of Utopia, claiming their religion dictates that only mutants can rule mutants. Their doctrines mesh perfectly with Utopia's joint mayors DAVID the POSTMAN and ASTRID BLOOM who seem intent on mutant colonization of the entire Savage Land and large scale Antarctic Anti-Metal Vibranium mining.

•GLOB HERMAN, a recent convert to the ACOLYTE faith, becomes a suicide bomber, killing several humans recently cleansed of their PRIME SENTINEL technology at the remains of the MASTER MOLD complex. Can PHOENIX, MADELYNE GREY, ICEMAN, and the SCARLET WITCH protect the surviving innocent humans from further Acolyte attacks when Utopia's rulers seemingly do nothing? Is Sara safe?

•With absolutely horrible timing, ARCHANGEL plus very human and very pregnant CANDY 'SERAPH' SOUTHERN decide to make Utopia their home. Does their presence have anything to do with CLAN AKKABA, the worshipers of dead APOCALYPSE, taking up residence in the city of the extinct Elder Things on the other side of Antarctica?

32 PGs./Rated T+...$2.99

ASTONISHING X-MEN #40

'How soon will I be holy? How much will this cost, guru?'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

60s Marvel Girl Variant by PHILIP TAN

Theme Song: Alanis Morissette - Baba

•With plant and animal species threatened by the mini-ice age now flourishing once again, Savage Land tribes return to their former lands but Utopia's leaders have other ideas. Instead of the decimated MILITIA X, joint mayors DAVID the POSTMAN and ASTRID BLOOM send the ACOLYTES on a crusade to secure three prime locations for mutant settlements and Antarctic Anti-Metal Vibranium mining.

•Thanks to the anti-human sentiment rising in Utopia and knowing they cannot get a fair trial for their actions while they were possessed, PHOENIX uses the E.V.A. offspring to shuttle BOLIVIA TRASK and other surviving former PRIME SENTINELS to Chile so X-CORPS can take them to their homes. Will Utopia's mayors order the sentient craft and their human cargo shot down by the city's mechanical and mutant firepower?

•Will Phoenix also break one of the psychic privacy laws she herself set up by going into the mayors' minds to see if their mental powers are inciting the Acolytes' crusade and the angry fear in most Utopians?

•ARCHANGEL and a very pregnant CANDY 'SERAPH' SOUTHERN reconsider whether Utopia is where they want to raise their twins but that decision can wait. Candy's going into labour, a fact not lost on the Acolytes and the shapeshifting cultist offspring of dead APOCALYPSE known as CLAN AKKABA!

32 PGs./Rated T+...$2.99

ASTONISHING X-MEN #41

'Glory To The Newborn!'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

Original Angel Variant Cover by ALEX ROSS

Theme Song: King's College Choir - Hark! The Herald Angels Sing!

•PHOENIX stands trial for freeing the former PRIME SENTINELS without permission and for unlawfully entering the minds of the mayors of Utopia, DAVID the POSTMAN and ASTRID BLOOM. Having found no evidence that they used their mental powers to win the election or to incite anger and fear in Utopians, Jean may find herself and her increasingly unpopular X-Men eXiled!

•ARCHANGEL and CANDY 'SERAPH' SOUTHERN's twins are born on the solstice! Announcing the births of BELLE and WARREN WORTHINGTON IV! Mutant babies born of a human mother and mutant father, their DNA infused with CELESTIAL technology? Sounds like the messiahs the ACOLYTES' religious texts foretold! CLAN AKKABA, the cult of dead APOCALYPSE, also wants the newborns, and both sides will tear Utopia, each other, and anyone who gets in the way apart to get them!

•As KATU calls down destructive tentacles of cold plasma sprites from the upper atmosphere to blast the shapeshifting cultists, SENYAKA's psi-whips, VINDALOO's flaming napalm, and MELLANCAMP's claws tear through the PSI-COPS protecting the infirmary! Archangel and the twins' godparents, ICEMAN and Phoenix, may be the newborns' last line of defense!

32 PGs./Rated T+...$2.99

ASTONISHING X-MEN #42

"Would you let the system make you kill your brother, man?"

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

Iceman Bomb Cyclone Variant by LIE SETIAWAN

Theme Song: Bob Marley - Coming In From The Cold

•Between the decimated CLAN AKABBA and the outcast ACOLYTES, mutant-based religions haven't had the best track record in Utopia. When his sister, PSIREN, begins what can best be described as a contemplative group based on tantric telepathy in the hopes of calming the frayed nerves and anger rife in the city, PSIMON isn't sure what to think. Can he trust her enough to join her ASKANI? Should his boyfriend ICEMAN trust him?

•When mutant criminal MENTALLO arrives at Utopia in his flying Think Tank seeking asylum with the metahuman People's Defense Force of China in pursuit, mayors ASTRID BLOOM & DAVID POSTMAN raise the shield around the entire Savage Land to keep the Chinese at bay! Is Utopia prepared for its first major international incident?

•She may not be popular with Utopia's population or its current leaders but PHOENIX may be the only one able to negotiate with the Chinese mutant ambassadors, AURIC and SILVER, before the COLLECTIVE MAN's legions find some way into the Savage Land and the city!

32 PGs./Rated T+...$2.99

ASTONISHING X-MEN #43

'As If Your God Has Passed You By'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

Iceman Variant by LIE SETIAWAN

Theme Song: Sarah Mclachlan - Ice

•The Iceman cometh! Welcome to Iceland, ICEMAN and PSIMON! A little lovers' Valentine's Day getaway is just what's needed to take Psimon's mind off his sister's formation of the tantric telepathy-based ASKANI religion in Utopia.

•ÖTZI the ICE-MAN was a seemingly immortal and pyrokinetic mutant seen as a god by his people 5000 years ago but they murdered him when he became even more mentally unstable. Only burying him deep in ice could they stop him from regenerating and plaguing them once more. When the electricity goes out at the research facility housing his naturally mummified remains, Iceman ends up fighting him on the slopes of erupting volcano Eyjafjallajökull to keep Iceland frozen... and populated!

•Meanwhile in Utopia... PHOENIX has helped the leaders of the city and the metahuman People's Defense Force of China come to an agreement for the handing over of mutant criminal MENTALLO to Beijing. Mentallo, however, is having none of it. Through his THINK TANK, he finds and takes control of secret weapons even Phoenix didn't know Utopia had created: plasma spewing robots made of anti-metal vibranium!

32 PGs./Rated T+...$2.99

ASTONISHING X-MEN #44

'Painted Red To Fit Right In'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

Mentallo Variant by ALAN BROWN

Theme Song: Styx - Mr. Roboto

•MENTALLO and his THINK TANK have taken control of Utopia's BLASTFURNACES: formerly secret anti-metal vibranium androids meant to protect the mutant city! The metahuman People's Defense Force of China won't be taking him without a fight and serious body count... unless PHOENIX can best Mentallo in psychic combat!

•Reports of a new cult have reached the Village of the United Tribes, and Utopia's ambassador, human SARA GREY, sets out to investigate with a small group of Utopian mutants and allied Savage Landers.

•ICEMAN and PSIMON finally enjoy their romantic getaway Icelandic style!

32 PGs./Rated T+...$2.99

ASTONISHING X-MEN #45

'Garden of Earthly Delights'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

He Who Is Not To Be Named Variant Cover

Theme Song: Hieronymus Bosch - Garden of Earthly Delights

•A wildlife reality TV crew is allowed past the Savage Land force field to see how the recent mini-ice age has affected flora and fauna. What they're really here to do is film mutants in their 'natural habitat'.

•They stray a bit too far off the path and become thralls of a living mutant tree, its hallucinogenic fruit, and its psychotic sex cultists!

•Human SARA GREY and her united mutant-Savage Land team may be too late to save the crew from an orgy of blood and thorns!

32 PGs./Rated T+...$2.99

ASTONISHING X-MEN #46

'Hexennacht'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

90s Archangel Variant by JOE PHILLIPS

Theme Song: Blue Öyster Cult - Then Came the Last Days of May

•While taking care of the Worthington Twins, CANDY SOUTHERN and SARA GREY discuss formerly having superpowers, being mothers to mutant children, and what life is like as the only two humans in Utopia. With family connections to ARCHANGEL and PHOENIX, the discrimination they face is subtle but pervasive. Perhaps it's time for sensitivity training.

•The SCARLET WITCH has avoided Candy and Warren as well as Sara, their respective twins reminding her too much of her own lost boys. When a string of bad luck surrounding the Worthingtons and Greys escalates to seemingly random fiery explosions endangering their lives, is Wanda the cause?

32 PGs./Rated T+...$2.99

ASTONISHING X-MEN #47

'There Ain't No Angels Above'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

Scarlet Witch Variant by PHILIP TAN

Theme Song: Blue Öyster Cult - This Ain't the Summer of Love

•As everything that can go wrong goes fatally wrong around them, ARCHANGEL and CANDY SOUTHERN along with SARA GREY do their best to protect their respective twins from burning alive!

•SCARLET WITCH vs. PHOENIX and MADELYNE GREY!

•While JEAN telepathically makes WANDA channel the bad luck she's been causing back onto herself, Maddie tries to exorcise the entity possessing Wanda: the demon-limbed MASTER PANDEMONIUM!

•What force will Maddie unwittingly tap into in her fight?

32 PGs./Rated T+...$2.99

ASTONISHING X-MEN #48

'Spellbound In The Night'

Plot by NX01A

Written by CULLEN BUNN

Art by J.H. WILLIAMS III

Scarlet Witch & Goblin Queen Variant Cover by FRANCHESCO

Theme Song: The Eagles - Witchy Woman

•MADELYNE GREY, the SINISTER and N'ASTIRH-created clone of JEAN GREY, unwittingly invoked a dark power to purge the SCARLET WITCH of demon-limbed MASTER PANDEMONIUM's possession. Now Maddie wakes in a world where she isn't a magenetic experiment, where she has her own life with a purpose and son and husband, a world she knows to be false but would do anything to make real.

•The DREAMQUEEN heard Maddie's teleparcane call for help and answered, lending her mystic strength. Now the Dreamqueen wants a favour in return: she wants Maddie to be her heir and successor, the new ruler of her reverie realm and its hordes of GOBLYNS. Can Maddie turn down the chance to make her every wish real?

•In Utopia... While PHOENIX and her limited diplomatic staff try to deal with hundreds of mutants requesting asylum as mutant-targeting genetic plagues threaten the rest of the Earth, the city's mayors decide it's time to enact their eXpansion agenda for the rest of the Savage Land!

32 PGs./Rated T+...$2.99

## Gallery

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