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Astonishing X-Men
Astonishing X-Men- Second Stage.jpg
Variant cover art for Astonishing X-Men #25.
Art by Lee Bermejo.
Publication information
Publisher Marvel Comics
Format (vol. 1-2)
Limited series
(vol. 3)
Ongoing series
Genre Superhero
Publication date (vol. 1)
(vol. 2)
(vol. 3)
2004 - present
Number of issues (vol. 1)
(vol. 2)
(vol. 3)
33 (as of December 2009)
Main character(s) Cyclops
Emma Frost
Creative team
Writer(s) (vol. 3)
Joss Whedon (issues 1-24 + Giant-Size #1)
Warren Ellis(issues 25 -)
Artist(s) (vol. 3)
John Cassaday (issues 1-24 + Giant-Size #1)
Simone Bianchi (issues 25-30)
Phil Jimenez (issues 31- )
Collected editions
Omnibus ISBN 0-7851-3801-3
Gifted ISBN 0-7851-1531-5

Astonishing X-Men is the name of three X-Men comic book series from Marvel Comics, the first two of which were limited series. The ongoing series began in 2004, with its first run written by Joss Whedon and art by John Cassaday. It is currently written by Warren Ellis with art by Phil Jimenez.[1]. A critical and commercial success, it focused on a roster consisting of Cyclops, Emma Frost, Shadowcat, Colossus, Beast and Wolverine. This roster has also been the focus of various limited series, such as X-Men: Phoenix - Endsong, X-Men: Phoenix - Warsong and World War Hulk: X-Men.


Volume one (1995)

The original Astonishing X-Men was a four-issue series that replaced Uncanny X-Men during the 1995 alternate universe storyline Age of Apocalypse, in which all X-Titles were given new names and issue numbers. In this storyline, Professor X was murdered 20 years in the past by his own son, Legion. Magneto, witnessing his friend's death, committed himself to Xavier's dream and created his own team of X-Men. However, he was unable to prevent the rise of the despotic Apocalypse and hence the series primarily dealt with the X-Men's battle against him.

Astonishing X-Men, written by Scott Lobdell and illustrated by Joe Madureira, featured a team of X-Men led by Rogue and consisted of Sunfire, Blink, Morph, Sabretooth and Wildchild.

Volume two (1999)

The second limited series to bear the title Astonishing X-Men was published in 1999 and occurred after The Shattering storyline. In this series, most of the regular X-Men left the team over a conflict with Professor X. The three-issue series, written by Howard Mackie and illustrated by Brandon Peterson, featured an interim team consisting of Cyclops, Phoenix, Wolverine, Archangel, Cable and Nate Grey.

This team protected the Mannites (a group of super powered, genetically engineered children) from Death, a horseman of Apocalypse. Wolverine was apparently murdered by Death in the final pages of the series but it was later revealed that "Death" was actually a mind controlled Wolverine, and that the "Wolverine" who was killed was an imposter, a shapeshifting Skrull.

Volume three (2004-present)

In 2004, Marvel used the title Astonishing X-Men for the ongoing X-Men series written by Joss Whedon and illustrated by John Cassaday. It is a continuation of Grant Morrison's New X-Men title and features a similar line-up of characters, including Cyclops and Emma Frost (as co-team leaders), Beast, Shadowcat, Colossus, Lockheed and Wolverine. This team became the usual focus for most X-Men limited series from then on as well.

Whedon/Cassaday's Astonishing X-Men introduced a number of original characters into the Marvel Universe including Special Agent Brand, S.W.O.R.D., Hisako Ichiki, Ord of the Breakworld and Blindfold.

Also many large scale events in the Marvel Universe such as House of M, Decimation, Civil War and other Marvel crossovers have been ignored almost completely during the run, due to the long delays between issues and Whedon's own stated desire to remain away from big cross-overs, which he personally dislikes, and what he saw as hectic and unfollowable X-Men continuity (Wizard Magazine #165, 2005).

Vol. 3 Plot summary

"Gifted" (Issues 1-6)

The first story arc focused on the introduction of several key characters and their involvement on the team. Whedon introduced a "mutant cure" designed by Indian Benetech scientist Dr. Kavita Rao, who was secretly sponsored by warrior alien Ord. The perspective of "real" humanity aroused a heavily-mutated Beast, who visited Rao where he discovers that the drug is the product of illegal human experimentation on an unknown victim. The X-Men raided Benetech and were reunited with Colossus. With Colossus' help, the team took down Ord, but not before it was revealed that a mutant (most likely an X-Man) would destroy Ord's home planet, — the Breakworld — within the next three years.

With this 2005 arc, Whedon brought in Colossus four years after his comic book death in 2001. The "mutant cure" plot was also base of the X-Men: The Last Stand movie plot. The arc was critically lauded and won the 2006 Will Eisner Award for "Best Continuing Series".[2] IGN called the arc "best X-Men run in a decade" and lauded Whedon for flawless character dynamics.[3]

"Dangerous" (Issues 7-12)

This Whedon arc features a Sentinel attack with a mystery mastermind. The culprit is the Danger Room, who is becoming sentient and appears as a robot called "Danger". Whedon establishes that Professor X imprisoned Danger and made it an unwilling host of the Danger Room, leaving the X-Men disgusted. Whedon also revealed that Emma Frost is aligned with the newly formed Hellfire Club.

"Torn" (Issues 13-18)

The X-Men are manipulated by a new Hellfire Club, consisting of Cassandra Nova, Emma Frost, the enigmatic Perfection, Negasonic Teenage Warhead, and Sebastian Shaw. Whedon established that Emma Frost is blackmailed into servitude by Cassandra, that the "new" Hellfire Club is only a psychic projection, and that Cyclops's non-control of his optic blasts is result of a childhood trauma. Nova initially beats the X-Men (save Shadowcat) by mind control, but Shadowcat frees her colleagues. At the end, the X-Men fight Nova to a standstill. But before the conflict can be resolved, the X-Men are forcibly teleported away by S.W.O.R.D. to a spaceship headed for the Breakworld.

The final panel of issue 15, in which Shadowcat crouches in a sewer clenching her fists, was an homage to the final panel of Uncanny X-Men #132, in which Wolverine did this gesture.

"Unstoppable" (Issues 19-24, Giant-Size Astonishing X-Men #1)

In the following Unstoppable arc, Whedon wrote an adventure taking place on the alien Breakworld. The X-Men square off against the Breakworld leaders, who are intending to destroy Earth by firing a giant bullet. The Danger subplot is also resolved, and Whedon established that Danger is hard-coded not to kill. In the end, Shadowcat phases inside the Breakworld bullet, and when it reaches Earth, makes it intangible, so that the bullet passes through Earth. Shadowcat seemingly sacrifices her life, comic book death-style.

Warren Ellis, Simone Bianchi

Marvel announced at San Diego Comicon 2007 that following completion of the Whedon/Cassaday run on Astonishing X-Men, the series would continue with the new creative team of Warren Ellis and Simone Bianchi. This run was expected to debut in early 2008, but was pushed back to July 2008.[4] Ellis and Bianchi's first issue, Astonishing X-Men #25, featured the team relocated to San Francisco, with a base in the Marin headlands. The only addition to the team was Storm.[5] A recent Astonishing X-Men sketchbook was released and showed costume redesigns by Bianchi for the upcoming "Astonishing X-Men: Second Stage". The characters showcased were Dazzler, Beast, Nightcrawler, Archangel, Cyclops, Emma Frost, Colossus, Storm, and Wolverine.

"Ghost Box" (Issues 25-30)

Based in San Francisco, Ellis established the X-Men as protectors of the city. The new team consisted of Cyclops, Emma Frost, Beast, Wolverine and Armor, and later, Storm arrived. The X-Men uncovered a plot of mutant synthesis from an unusual murder. The killer (designated 'X') was located, fixing and restarting the eponymous "ghost box" in a spaceship. X was defeated but killed himself rather than surrender information about his intentions and "the Annex."

The team returned to San Francisco with Suspect X's "mysterious box" aka Ghostbox in tow and gave it to Hank along with a syringe filled with Suspect X's blood. After analyzing the box and blood, Hank told Scott that after having gone over Suspect X's file there appears to be talk about a secret war between Suspect X's people and the murdered mutant from the beginning of the story arc. There is also talk about a mysterious place called Tian which is in China and that piques the interest of Wolverine. After analyzing Suspect X's blood, Hank finds out that Suspect X is just a normal mutant but with his X chromosome in the wrong place. Just like the murder victim, Suspect X is another manufactured mutant. Hank wants to bring in Abigail Brand from S.W.O.R.D. in to help investigate this matter, but Scott is against that. In the end, against Scott's wishes, Agent Brand is brought in who lets the X-Men know that the Ghostbox is a dimensional portal between different realities. Brand wants to turn this case into a S.W.O.R.D.-only case but Scott counters it. Brand gives Scott and the X-Men time to investigate before she brings in S.W.O.R.D. With the help of Wolverine, the X-Men locate Tian, which is an uncharted area of China that no surveillance or satellite system can get through, not even the Chinese government. The X-Men are able to sneak into Tian and discover the headquarters of a group of mutants from another dimension. Sadly, they seem to have died because of the effects of M-Day.

As Storm and Emma investigate the grounded temple, Emma notices they are not alone and that she'll have to switch to her diamond form, leaving her without her telepathy. She relays the info to Cyclops who is with Beast, Armor and Wolverine. As Armor and Logan go off to search the temple for anyone else, Scott and Beast discuss Forge, M-Day and its effects on the multiverse. Armor and Wolverine come across a man who can fire lasers from his fingers, Storm and Emma lose their powers in the presence of the mutant hiding from them and Cyclops and Beast take on a mutant with a strange chameleon mutation. After the X-Men take down their foes, they reveal to the X-Men they have a mutual friend, Forge.[6]

When two of the attacking mutants are defeated, Emma interrogates them and the team discovers that Forge has acquired a Ghost Box and is planning a counter-strike against the Annexation. Cyclops and Storm try to reason with Forge but he reveals his madness, stemming from years of being ignored and neglected and wants to leave behind a legacy and save the world. Beast orders his girlfriend Abigail Brand to send an immensely powerful laser beam into the Ghost Box's portal. Storm urges Forge to escape but he would rather face death than humiliation and the team escapes as the beam destroys both the Ghost Box and the world from whence the invaders came.[7]


Issues Characters
1-3 Beast, Cyclops, Emma Frost, Shadowcat, Wolverine
4-19 Beast, Colossus, Cyclops, Emma Frost, Shadowcat, Wolverine
20-24, Giant-Sized Astonishing X-Men 1 Armor, Beast, Colossus, Cyclops, Emma Frost, Shadowcat, Wolverine
25-30 Armor, Beast, Cyclops, Emma Frost, Storm, Wolverine

What If

The 2009 series of What If? will have a special one-shot comic exploring two alternatives to events which have occurred in the Astonishing X-Men series. The first will examine what would have happened if Ord had resurrected Jean Grey - who was thought a logical candidate at the rumoured character said to be returning from the dead - instead of Colossus, whilst the second will examine if the Android Ultron had learnt of the existence of the sentient Danger during his then-battle with the Runaways, leading him to become determined to make her his bride.[8]


Astonishing X-Men has been subject to criticism regarding the delays between the issues. Whedon's initial contract with Marvel Comics was for twelve issues for one year but the final issues were four months late. After a break of several months, the title resumed in February 2006 with the new story arc "Torn". With issue 13, the comic temporarily went from monthly to bimonthly to allow more time for Whedon and Cassaday to finish each issue and avoid further late releases. The book resumed a monthly schedule in September 2006 with issues 16 and 17, but was delayed once again for issue 18. Delays have continued to the present for a variety of reasons, including Cassaday's last minute assignment to pencil the fifth issue of Fallen Son: The Death of Captain America. The delays have also gotten the title out of sync with the other X-Men titles. X-Editor Nick Lowe says that where the story fits will become clearer after its end.

Whedon has said that while he knows "many people have done cure scenarios before me", he wasn't familiar with any of those earlier stories at the time he started working on "Gifted".[9]

In Wizard #173, Whedon admitted to making mistakes in the second story arc, saying he was so fascinated with the idea of the "new intelligence" that he neglected the action and thus prevented the story from flowing well.

The third volume of the Astonishing X-Men comic book series has generally been well received with comic sales normally being very high. Whedon's run was nominated for several Eisner Awards. In 2006, the series won the best continuing series award and in 2005 and 2006, John Cassaday won Best Artist/Penciller/Inker or Penciller/Inker Team (tied with Frank Quitely for 2005). Also, in 2004, Astonishing X-Men's first volume, "Gifted", was given the accolade of Wizard magazine's Book of the Year.


  • Astonishing X-Men vol. 1 #1-4
  • Astonishing X-Men vol. 2 #1-3
  • Astonishing X-Men vol. 3 #1-present, Giant Size #1
  • Astonishing X-Men: Ghost Boxes #1-2
  • X-Men: Phoenix - Endsong #1-5
  • X-Men: Phoenix - Warsong #1-5
  • World War Hulk: X-Men #1-3

Collected editions

The series have been collected into a number of trade paperbacks:

  • X-Men: The Complete Age of Apocalypse Epic:
    • Volume 2 (collects Astonishing X-Men vol. 1 #1)
    • Volume 3 (collects Astonishing X-Men vol. 1 #2-4)
  • X-Men: The Shattering (collects Astonishing X-Men vol. 2 #1-3)
  • Astonishing X-Men:
    • Volume 1: Gifted (collects Astonishing X-Men vol. 3 #1-6, ISBN 0-7851-1531-5)
    • Volume 2: Dangerous (collects Astonishing X-Men vol. 3 #7-12, ISBN 0-7851-1677-X)
    • Volume 3: Torn (collects Astonishing X-Menvol. 3 #13-18, ISBN 0-7851-1759-8)
    • Volume 4: Unstoppable (collects Astonishing X-Men vol. 3 #19-24, Giant-Size #1, ISBN 0-7851-2254-0)
    • Volume 5: Ghost Box (collects Astonishing X-Men vol. 3 #25-30 and Ghost Boxes #1-2, 184 pages, softcover, December 2009, ISBN 0-7851-2788-7, premiere hardcover, September 2009, ISBN 0-7851-3390-9)
    • Volume 6: Xenogenetic (collects Astonishing X-Men vol. 3 #31-35, 184 pages, ISBN 0-7851-2788-7, premiere hardcover, May 2010, ISBN 0-7851-3149-3)
  • Astonishing X-Men Omnibus (collects Astonishing X-Men (vol. 3) #1-24 and Giant-Size Astonishing X-Men #1, 672 pages, September 2009, ISBN 0-7851-3801-3)

Motion Comics

Marvel later produced motion comics based on Volume 3 of Astonishing X-Men, releasing them on Hulu and iTunes.



External links


Up to date as of January 14, 2010

From Wikiquote

Astonishing X-Men is the name of an ongoing comic book series published by Marvel Comics and based on the X-Men franchise. There have been three X-Men titles to bear the name Astonishing X-Men.

Note: The quotes below use X-Men's pseudonyms, even when they refer to each other by real names, for consistency.

Spoiler warning: Plot, ending, or solution details follow.


Volume One (Age of Apocalypse)

Issue 1

Magneto: (To Team) I'm not even going to try to sugarcoat this, my friends. Anyone willing to take part in this raid isn't likely to make it back alive.
Nightcrawler: Ja, so?

Blink: Gangway people! Critically wounded mutant cheesecake, en route!

Nightcrawler: Woman, are you..
SFX: "Bamf"
Nightcrawler: ...insane?! By teleporting directly into the mansion, you could lead Apocalypse's forces directly to us!
Blink: Yeah, well me and Sunfire kind of had other priorities at the moment I decided to vamoose Kurt!
Nightcrawler: Shiro?! What happened to Sunfire?
Blink: Relax, Blue. He should be along any minute. As in "Incoming"!

Magneto: Back everyone, his power is out of control! Fortunately my mastery of magnetism is not!

Prelate Delgado: At long last, we've discovered the X-men's most recent base! To think Blink, we couldn't have done it without you. Tell me what do you have to say for yourself?
Blink: "Sorry guys". And "see ya".
Prelate Delgado: Blink, your eye glowing!? NO!! You're closing the portal?! But what happens to...?!
SFX: Spblooch!
Blink: That was the "see ya" part.

Apocalypse: (About the X-Men) Did you pinpoint their location?
Rex: Not yet, Sir, but it's certain only to be a matter of time. M'Lord, your face?! What's wrong?
Apocalypse: Nothing, Rex. It's a smile.

Gambit: Dat's what I like t'hear mon ami. Nothing like a good suicide mission to start the day off right. Maybe, after we stop de cullings, we can liberate de pits and overthrow the Big "A" altogether? 'Course dat don't leave much for de afternoon, but...

Gambit: Feel better, p'tite?
Blink: Not while you're still alive.
Gambit: Good news den 'cause it don't look like I'm going to be dat way for much longer.

Magneto: A question, old friend.
Nightcrawler: Ja?
Magneto: Do you trust me, Kurt?
Nightcrawler: More than I trust the Sun to rise in the morrow.

Sunfire: If I am going to die this day, I'll do it standing up.

Morph: You know, Petey, for the fastest mutant in the world; you can be pretty slow on the uptake!

Rogue: Wasn't it just yesterday he was that morose lil' Changeling?
Quicksilver: Yes. Possessed of the ugliest purple headpieced costume ever.
Rogue: It was pretty hideous.
Quicksilver: What did father used to say? "Any shape imaginable and you chose that?!"

Quicksilver: This may not be much of a world. May not even be the world it is supposed to be but it is our world nonetheless. And we will fight for it.
Bishop: (after Quicksilver walks away) Indeed. And I'm certain the Professor wouldn't have it any other way.

Volume Two (The Shattering)

Volume Three (X-Men: ReLoad)

This volume deals with a rebuilt X-Mansion, headed by Cyclops and Emma Frost, and newly appointed, by them, staff consisting of Shadowcat, Wolverine and Beast. It is written by Joss Whedon and illustrated by John Cassaday. The first issue was released on July 2004.


Issue 1

Emma Frost: This, children, is Kitty Pryde, who apparently feels the need to make a grand entrance.
Shadowcat: I'm sorry. I was busy remembering to put on all my clothes.
Emma Frost: So gushingly glad you could join us.

Shadowcat: Sorry about the timing. Did I miss the sorting hat?
Beast: Just Scott's scintillating introduction speech.
Cyclops: Even I was bored.

About Logan's current whereabouts
Shadowcat: "Elsewhere"? What does that mean?
Beast: It means we've narrowed it down to "else"

Emma Frost (to the students): They will always hate us. We will never live in a world of peace.Which is why control and non-violence are essential. We must prove ourselves a peaceful people. We must give the ordinary humans respect, compliance, and understanding. And we must never mistake that for trust.

[finding Emma and Scott in bed together soon after Jean's burial]
Wolverine: So tell me... Which stage of grieving is this? Denial?

Cyclops: This is good. The guy who's tried to steal my wife since the day he met us is going to tell me all about what's proper.

Cyclops: Hey, Logan, that healing power is about to come in really handy.

Emma Frost: Superpowers, a scintillating wit and the best body money can buy...and I still rate below a corpse.

Cyclops: We're a superhero team. And I think it's time we started acting like one.
Wolverine: Ho, whoa, wait ... is this gonna be about tights?

Cyclops: We've saved the world - worlds even - time and again. That's the truth. That's what we do. But the perception is that we're freaks or worse. That we're Magnetos waiting to happen. We've been taking it on the chin so long, just trying to keep from being wiped out, I think we've forgotten that we have a purpose. I know the rest of the world's forgotten.

[Danger room is reprogrammed to simulate Hawaii]
Shadowcat: Remember when this place was just flame-throwers and rotating knives? I miss that.

Beast: Am I the only one who's dying to see these outfits?

Wolverine: Superheroes. Summers has gotta be nuts.

Wolverine: Time to make nice with the public, eh, Summers?
Cyclops: We have to do more than that, Logan. We have to astonish them.

Issue 2

Emma Frost: Mister Langford ... my family's extremely generous support for generations, and the very year it becomes public knowledge that I'm a mutant, I am for the first time left off the guest list. Tell me, dear Walter, would you like to spend the rest of your life obsessed with the works of Leroy Neiman? I mean, sexually?

Beast: Maybe Scott and Logan could fight on the lawn again. The kids love that.
Wolverine: I ain't up to anything don't have the word "beer" in it.
Beast: You could fight for beers...
Wolverine: Well, now that doesn't sound too bad.

Beast (to Dr. Rao): I'm not here to discuss the ethics of your "mutant cure". And I'm not here to destroy it ... I just want to know if it works.

Issue 3

Shadowcat: Mutants are a community. We're a people and there's no way anybody can make us be what they want. We stick together and don't panic or'll see. We're stronger than this.
Wing: Miss Pryde...are you a #&$%ing retard?

Kitty: How much detention are we allowed to give? What is the maximum amount of detention the human body can withstand?

Emma: Three students were missing from my ethics class. Seventeen overall. Logan had to break up two fistfights and a mystical swordfight. And that dreadful Guatemalan crab-boy is at Benetech telling reporters this is every mutant's only chance to avoid burning in everlasting hellfire. This is eating us from the inside out.
Kitty: Oh my God ... you teach ethics?

Nick Fury: Somebody's gonna die. You know how I know this? 'Cause I'm gonna kill 'em.

Beast: I don't know what I am. I used to have fingers. I used to have a mouth you could kiss, I could walk down the street and ... Maybe this the secondary stage of my mutation, or maybe Cassandra Nova was right. Maybe I am devolving. My mind is still sharp, but my instincts, my emotions ... You know what it's like to be out of control. What am I supposed to do, Logan? Wait until I'm lying in front of the students, playing with a ball of string?

Beast: I am a human being.
Wolverine: Wrong. You're an X-Man.

Student: So, what -- the teachers spend all their time here trying to kill each other? This place is so cool.

Shadowcat: Are you gonna fight everyone, Logan? I just wanna know if I'm next.
Wolverine: Nah, you'd go ninja on me -- I can't take that kinda hurt.

Cyclops: Kitty, you're our computer whiz, so start running down Benetech. I want to know exactly who's funding this research. Hank's in the lab. Emma, check the students. I'm going to contact some of the other teams, see how far this is reaching.
Wolverine: Me?
Cyclops: Have a beer and stay away from Hank.
Wolverine: It's a plan.

Emma: Of course, Kitty thinks I'm mentally controlling everything you say ...
Scott: (smiles for a moment, then looks concerned)... But you're not, right?
Emma: You will never see me naked again.

Hank: Why does nothing ever stay buried?
Scott: Jean?

Issue 4

Wolverine: Good to go. Let's bring on some hurt.

Wolverine: When do I get to disable something?

Shadowcat: Wriggle like that next time and I'll lose my grip in the middle of a wall. You'll fuse molecules. As deaths go, it's not the funnest.

Emma Frost: What do you want me to do, Scott? Pretend I don't feel your heart race when you think of Jean?
Cyclops: She's a part of me, Emma. Comes with the package, which you know.
Emma Frost: That woman was no good for you.

Emma Frost: Jean Grey is a sacred cow. At least we agree on half of that.

Wolverine (to Hank): "Hope". That's what they're calling the cure now. "Hope". It was on the news. Catchy, eh? What are you hoping for? Lose the fur ... Nice girl, couple of kids, and a teaching job at some place that doesn't get blown too often?

Colossus (to Kitty): Am I finally dead?

Issue 5

Cyclops: (hallucinating after being shot) X-men ... Sound off ...
Man 1: Iceman, sounding off!
Man 2: Fireman, sounding off!
Man 3: Clothing-Man, sounding off!
Man 4: Ability-to-Hop-Man, here!

Cuckoo 1: Miss Frost has broken contact. Something is happening where she is.
Cuckoo 2: Something about Mister Summers.
Cuckoo 3: She's horribly in love with him. Love is the stupidist thing I ever heard of.
Cuckoo 1: Look at what it did to Esme. Miss Frost should be setting an example.
Cuckoo 2: Her thoughts of him during class are often sweaty and inappropriate.

Shadowcat: You have to know that if you're a clone or robot or, yeah, a ghost or an alternate universe thingie, I can deal, ...but if you are some shapeshifter or illusionist who's just watching me twist I will kill you and I will kill you with an axe so right away just prove it, say something, show me something, I can't ...
Colossus: Katya ...
Shadowcat: You died ! Piotr Rasputin died and I know this because I carried his ashes to Russia and scattered them myself!
Colossus: You did? ... Thank you.

[Wolverine, Beast, and Cyclops are all injured on the floor.]
Dr. Rao: You fired on them?
Wolverine: The lady is sharp ...

Dr. Rao: Is Doctor McCoy alright? He --
Emma Frost: He has a disease, if you recall. An inexplicably adverse reaction to being shot at.

Emma Frost: What's next? Eliminating the gay gene?

Emma Frost: You feel no pain. You will go straight to a hospital. Remember nothing of this place. And every time you hear the words "parsley", "intractable", and "longitude", you will vomit uncontrallably for 48 hours.
Cyclops: Nice work, X-Men. (Quietly) My girlfriend is very weird.

Beast: Plan?
Wolverine: Man's got eyeballs ...
Emma Frost: And if he's a man by our definition, that's not the only soft--

Issue 6

Wolverine: Diplomatic #%@*&%!!@#$@%#%$##@@#$$%$#@#$$#%$#@#$%#%@$#$@$&&&%&@&$#%$##%&&&@&!! immunity?

Nick Fury: How do you know your Colossus is the genuine article in the first place?
Emma Frost: I read his mind.
Beast: I matched his DNA.
Wolverine: I smelled him.
Beast: I also did that.

Abigail Brand: I'm special agent Abigail Brand. I head the Sentient Worlds Observation and Response Department. We work with S.H.I.E.L.D., handle matters extraterrestrial.
Beast: The government and their acronyms...honestly, it's adorable.

Abigail Brand: You people are in a world of trouble.
Cyclops: Well, that's the world we're from.

Scott: We got Pete ...
Beast: Hell of a thing ... Boy's named Rasputin, should've known he wouldn't be that easy to kill.


Issue 7

(Each of the X-Men's thoughts as they fight a gigantic creature)

Colossus: Kitty's grown so much while I was... away. I know I feel the same for her as I once did, but does she? How can I expose her to the possibility of such pain? ... I'm riding a monster's nostrils. I should really concentrate.
Shadowcat: I loved Colossus once. I would have given my life for him. Then he gave his for all of us. How do I feel about him now? Ah, this is so complicated! [Pause] I should really pay attention.
Wolverine: ... I really like beer.

The Thing: We do big monsters. Big monsters in Manhattan, that's our signature piece.

The Thing: Didn't they come up with a cure for your kind?
Wolverine: You got a problem with mutants?
The Thing: I meant Canadians.

The Human Torch: Reed? Can we be evil now?
Mister Fantastic: Maybe after dinner.

Colossus: Who is the "Hilton" girl?
Beast: It doesn't matter. On a lot of levels.

Emma Frost: J. Jonah Jameson'll be tongue-kissing Spider-Man before the X-Men catch a little public favor.
Shadowcat: Why do you insist on saying things I can never unhear?

Issue 8

Sentinel: I hear you lord. I come. Praise be to you.

Unrecognized Voice in Emma Frost's Head: Summers? Really? I know you wanted to cement your standing in the group, but if the geek was sharing my bed...I think I'd try not to wake up.

Sentinel: My lord is watching you. She knows what you're going to do. She tells me the children will pay for the father's sins. And I must not fear death.

Cyclops: I want this thing off my lawn. (unleashes a full-force optic blast on the Sentinel attacking the school)

Issue 10

Danger: [voiceover] Get your enemy talking. Classic. But I understand now why it works. The thing I have in common with every dimestore villain the X-Men ever faced. I want to be understood.

Danger: [voiceover] I have made a 7% scenario-flow recalibration error. Their aggression is increased, their responses less coordinated but more effective. They're not in the danger room. They're in danger.

Sydren: I ssensse...destruction.
Abigail Brand: Really? You sure? You don't wanna look at the photo of the enormous destruction some more before you make such a bold statement?

Sydren: If I ate your head, two thirdsss of your agents would praise me in poems and sssong.
Abigail Brand: So my approval rating's up.

Issue 11

Wolverine: Kids ain't dead, we ain't dead...Either the danger room was programmed to suck at its job, or we're missing something.

Shadowcat: I'm sorry, okay? I came on strong but I was thrown, you came back from the dead and things were said, there were emotions but I'm totally over that now. I'm only about the work and you're feeling what, "crowded"? Well boo-hoo! Lives are at stake here, pal!

Issue 12

Colossus: I am to throw you?
Shadowcat: I'm very light...
[After Shadowcat is thrown]
Shadowcat: Okay... so... serious wedgie...

Unseen viewer: The X-Men handled the situation, but they're not at their best. Of course, nothing lasts forever.
[View shifts, we see a group fronted by Sebastian Shaw]
Sebastian Shaw: Hellfire does.


Issue 13

Hisako: I'm sorry, sir, but the last time we were in this room we found my best friend dead. And then Hell opened up beneath us. Literally. Sir.
Wolverine: Yeah, wow, that's really terrible. But you want Advanced Self-Pity, I think that's Professor Summers, across the hall. This is combat.
Match: But, uh,... Isn't the Danger Room inactive? Since the... Isn't this just a room now?
Wolverine: Yeah, it's a big grey room. No computers, no simulators... Kinda bare. They should maybe get a fern.

Shadowcat: I'm totally cool. I'm totally calm, and I'm totally cool. My calm is only exceeded by my cool. Which is total.

Issue 14

[after sex]:
Shadowcat: Oh my god!
Colossus: Are you alright?
Shadowcat: Oh my god! I phased!
Colossus: Are you alright?
Shadowcat: Are you?
Colossus: It was strange.
Shadowcat: I can't believe I phased just then! That's never... It was totally your fault.
Colossus: I like to think so, yes.

Issue 15

Wolverine: I'm the best at what I do, and what I do... is so terribly pretty!
Wolverine is shown to have made a paperchain of people holding hands.

Issue 16

Shadowcat: Who's the kid?
Emma Frost: Negasonic Teenage Warhead
Shadowcat: Okay. We've run out of names.

Perfection: You may have dealt with Emma Frost, but she is no match for... The White Queen.
Perfection removes her robe, revealing that she looks exactly like Emma Frost.
Shadowcat: Yeahbuhwhat?

Issue 17

Agent Brand: So. Who's the tinker-toy?
S.W.O.R.D. Agent: "Danger." She's A.I., Shi'ar tech.
Agent Brand: @#$%ing Shi'ar... I wish someone would prophesy the end of those clowns.

Issue 18

Colossus: Scott?
[Cyclops shoots Sebastian Shaw with a handgun]
Cyclops: Pete, hey. You won't believe the day I'm having.
Colossus: Katya!
Cyclops: She's okay. I've been trying to wake her.
Colossus: By shooting people?
Cyclops: I'm an X-Man. I don't shoot people.
[Cyclops shoots Negasonic Teenage Warhead]
Cyclops: I'm just trying to make a point.


Issue 19

Abigail Brand: The Breakworld's psychics - they call 'em the Augurs - they hunted for the X-man destined to destroy their world and the mighty Colossus got the nod. I'm assuming you're as mystified by this as the rest of us, Rasputin.
Colossus: No. I'm not. I have been planning to destroy the Breakworld since I was a child.
Everyone stares in silence.
Colossus: This is why I don't make so many jokes. I never know when is good.

Beast: You kidnapped us.
Abigail Brand: We're not past that yet?
Shadowcat: It was four hours ago.

Issue 20

Abigail Brand: Unbreachable hull, precise maneuverability, enough power at short-range to outrun anyone. Prettiest ship in the fleet.
Beast: Not to be picky, Agent Brand, but if this splinter is such a wonderful ship...shouldn't we be in it?

Beast: It's very thoughtful of you Emma.
Emma Frost: Well, good lord, why should we endure all that centrifugal nonsense? Two lumps, dear. We can all "live in the now" once we're on solid ground.

Emma Frost: I can't read a thing. If they made it, they're nowhere near.
Cyclops: We'll give them time.
Beast: If anything's happened to them, Agent Brand --
Abigail Brand: You'll what? Eat me?
Beast: In fact I will. The new math, Agent. You're outnumbered. And not well-liked. And I've recently aqcuired a taste for human flesh, I say with some embarrassment.

Hisako: I have a test on Wednesday. I'm not an X-Man, I shouldn't...I mean I can't--I have a Chemistry test.
Wolverine: Take off the suit.
Hisako: That's not really an option.
Wolverine: You wanna cry on my bubbling, skinless shoulder? You're in that suit 'cause you're an X-man. You're an X-Man 'cause I seen you fight and I want you on the team. But if I'm wrong, if you're just a whining teenager gonna freak out on a hostile alien planet and cost me time, then lose the suit and go die. We got worlds to save.
[Hisako gets teary-eyed as her aspiration to be an X-Man is fulfilled]
Hisako: "Armor"
Wolverine: "Armor". Hunh.
Armor: Is it taken?
Wolverine: I don't think so. It'll work for a name. Kinda on the nose...
Armor: Well it gets to the point.
Wolverine: Yeah, it's very direct -- I'm thinking of calling myself "Claws".
Armor: Not "Stench"?
Wolverine: Shut up and let me heal.

Issue 21

Emma Frost: What happened to you lot?
Wolverine: Agent Brand's brilliant plan went south. Our pretend burning wreckage stopped pretending. We get through this, I'm gonna pop a claw through her eye, you guys cool with that?
Emma Frost: Absolutely.
Cyclops: Logan, we don't just...nah, go for it.

Agent Brand: I think we oughta split up.
Beast: At last we agree on something.
Agent Brand: You're coming with me.
Beast: And so ends that era.

Colossus: They bring me back from the dead. They want me dead. I will destroy them. I will save them. I'm so tired.
Shadowcat walks towards Colossus in the nude
Colossus: Now I am more confused...But somehow not as tired.

Emma Frost: I'm sorry...
Cyclops: Whoah whoah, hey, did I actually hear that? That's uncharted territory, we're gonna have to do some recon.

After Danger downed the ship that Cyclops and Emma Frost were riding.
Emma Frost: Scott...He said he loved me. This extraordinary, ordinary man is in love. With me.
Danger: That's all over now.
Emma Frost: Oh, it's over all right. Do me one favor, dear...kill me. Please do try to make it quick

Issue 22

Emma Frost: Confused?
Danger: You think I cannot pierce diamond?
Emma Frost: Oh, have I hardened? Defense mechanism; quite unconscious. (Emma reverts to human form) There now. Better?
Danger: This is a trick.
Emma Frost: Hush now. Kill away.
Danger: Kruun will want you alive.
Emma Frost: Nonsense. He'll be thrilled. Shower you with garlands and wear my skin like a shawl.
Danger: What game are you playing?
Emma Frost: Oh, I'm a terrible person and I'm wracked with guilt, haven't you been following? If you shake harder my neck might snap...if that helps at all...

Cyclops holds a large rock over his head, ready to attack Danger
Cyclops: Emma...get behind me...
Emma Frost: Why I find such patently idotic chivalry a turn-on is truly a mystery to me. But you, "Danger," you're an open Blackberry. You never got over your parent programming. If it's any consolation, nobody ever does.

Shadowcat: Whoof.
Colossus: Kitty, I --
Shadowcat: Wait. Not done with "whoof."
Dafi pokes her head into Shadowcat and Colossus' bedroom
Dafi: Aghanne says you're to leave at first light. Our scouts have made contact with your friend Logan. You have about an hour, if you wish to continue fornicating.
Colossus: That one is Dafi?
Shadowcat: Like the duck. You can ask me now.

Shadowcat: Everything is so fragile. There's so much conflict, so much keep waiting for the dust to settle and then you realize it; the dust is your life going on. If happy comes along -- that weird unbearable delight that's actual happy -- I think you have to grab it while you can. You take what you can get, 'cause it's here, and then...gone.

Emma Frost: (to Brand) You're so unpleasant even I'm impressed. Do you visit orphaneges to explain there's no Santa?

Issue 23

Emma Frost: I am a diamond Ms. Pryde. I am, by definition, my own best friend.

Wolverine:'re fired. We get back to Earth, you're demoted to Excalisuck or some damn team.
Armor: They were lining up civilians! To kill them!
Wolverine: That ain't the mission.
Armor: Have you looked the word "superhero" up? Like, Googled it or something?

Cyclops (telepathically): We need a name: something ominous and imposing.
Emma Frost: Leviathan?
Cyclops (telepathically): Oh, honey, that's irresistable!
Shadowcat: I object!
Cyclops (telepathically): What?
Emma Frost: (telephatically) Bugger me, was that acting?
Colossus (telepathically): Is not courtroom drama, Katya.
Shadowcat (telepathically): Shut up! I'm not good at having two conversations at once. And I hate Scott's plan!
Cyclops (telepathically): You mean you "object" to it. But I'm gonna allow it.
Kruun: Lies. The great human weapon. Pathetic.
Cyclops: I'd say "pathetic" would be falling for them. Especially Kitty's

Cyclops: To me my X-Men. Let's finish this.

Issue 24

Cyclops: We have their Powerlord, inside his most impregnable prison.
Wolverine: We pregged it quick enough...
Cyclops: We're the X-Men.

Aghanne: Treachery is for the civilized, Agent Brand.

Wolverine: Standing around talking feels a lot like standing around talking. When does Pete get to throw me at something?

Beast: As a scientist, I won't say for certain something I can't prove. As a cat...the lady is lying.

Colossus: It makes no sense. To put your world at risk with such a fragile, unstable energy source...
Aghanne: We prize efficiency over safety. Is it very different on Earth?

Ord: At last, this ends as it was meant to.
Cyclops (blasting away the railway under Ord's feet): Oh please.

Beast: It's not a missile. It's a bullet.

Giant-Size Astonishing X-Men

Spider-man: You can't say "I love New York". Tourists can love New York. Me? Who grew up here? Who's lived here my whole life, who's crawled over every stone and swung off every cornice...I AM New York. It's in me, in my blood, like a know, like a blood disease but a good one, like a clearly I was not bitten by a radioactive poet. But you get what I'm saying. When you're part of a greater whole...when you're know when something's coming.(Nightcrawler suddenly teleports in front of Spider-Man) Most of the time. (Iceman slides behind Spider-man) Some of the time. (Spider-man is blown off by a strong gust of wind) Forget it.

Storm: Forgive us, Spider-man.
Spider-man: I all of a sudden forgive you.

Spider-man: Oh, this is never good. You get this many big guns in one room not civilly warring, it's either the end of the world, or...I don't have an "or".

Colossus: I have heard the speeches of men who sought to save the world. Twenty million of my countrymen are buried beneath those speeches.
Aghanne: I am not a dictator.
Colossus: Madness is not restricted to the powerful.
Aghanne: Is it madness to want to bring peace to my suffering people?
Colossus: Death is not peace. I know this.

Abigail Brand: Two things you should know about me...I never get gang-raped on a first date...and "Brand" is not my given name.

Beast: My friends -- my world -- at stake, and you're still hiding something important.
Abigail Brand: It ain't relevant.
Beast: I'll decide that.
Abigail Brand: It's personal.
Beast: And here I am in your personal space so go ahead and open up.
Abigail Brand: I am so hot for you right now I could frikkin' pass out. (Awkward silence) Told you it was personal.

Colossus: Ord. You have done it. Can you hear me? You have saved the world.

(Spider-man hallucinates saving the world by using a lot of webbing)
Spider-man: YES! Woo hoo! I did it! I...waaaaait a second...

Cyclops: You can't wake anyone?
Storm: The most powerful seem to be the most powerfully hit. Spider-man is still trying to rouse Dr. least, I think that's why he's hitting him...

Emma Frost : Kitty...I...I can put you somewhere else. I can make you less afraid.
Shadowcat: Nah. Nah, I'm gonna see this through. Peter should know...well, he should already know, so don't worry about it.
Emma Frost: This was never meant to...not you.
Shadowcat: Yeah, I was supposed to take you out, as I recall. Disappointed Ms. Frost?
Emma Frost: Astonished, Ms. Pryde.

Armor: Can I help?
Wolverine: Are you a beer?
Wolverine: All our'd it fall on her shoulders? Her and Pete, they...they were like..two...
(Armor suddenly hits Wolverine)
Armor: I'm sorry. You were about to become poetic, and I thought we'd both prefer you didn't.
Wolverine: Kid...
Armor: You want to grieve. And I need to train.
Wolverine: I can pierce that armor, kid.
Armor: You can try.

Beast: I guess I'll start. I'm fairly certain I hate you.
Abigail Brand: Well, that's kind of the point. I need someone to hate me. Professionally. I'm good at -- well, I'm uniquely qualified for -- my job. But I made some crap calls this time around, and we both lost men we shouldn't have. You're smarter than any dozen guys and you'll question my every waking gesture. On the job, there's nothing I could use more.
Beast: And off the job?
Abigail Brand: Pretty much wanna break you like a pony. It's a win-win.

Cyclops: Your eyes are red.
Emma Frost: Look who's talking.

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