• Magneto
• Quicksilver
• Scarlet Witch
• Toad
• Blob
• Mastermind
• Rogue
• Juggernaut
• Nightcrawler
• Sabretooth

• Col. John Wraith
• Col. Nick Fury
• Gen. Thunderbolt Ross
• Dr. Cornelius
• Sentinels
• The President

TALES OF WONDER SPECIAL:
Ultimate X-Men Vol. 1-2 HC Combo: $29.99

CREATORS:

Script: Mark Millar

Pencils:

• Adam Kubert (#1-4, 7-12)
• Andy Kubert (#5-6)
• Tom Raney (#9)
• Tom Derenick (#12)

• Art Thibert (#1-4, 7-8, 10-12)
• Danny Miki (#5-6, 12)
• Joe Weems (#5)
• Scott Hanna (#9, 12)
• Joe Kubert (#11)
• Lary Stucker (#12)

ULTIMATE X-MEN #1-6: The Tomorrow People

Ultimate X-Men #1:
38 pages + cover • February 2001

In response to a terrorist attack on Washington by Magneto's Brotherhood of Mutants, a cadre of Sentinels goes on a mutant killing spree in LA.

Jean Grey travels around the country recruiting mutants for Charles Xavier's group of mutants to counter Magneto. She finds Hank McCoy getting into a bar scrap in San Diego, Ororo Munroe in jail for accidentally displaying her powers in Athens, TX, and Peter Rasputin acting as mob muscle in New York. At Xavier's compound, they meet Scott Summers, aka Cyclops, and are given uniforms and codenames: the Beast, Storm and Colossus. Jean Grey reports as Marvel Girl. Charles Xavier, the wheelchair bound telepathic super-mutant, explains their mission, and his past.

He was unified with Magneto to help build a world for mutants to live in free from persecution until their paths diverged. Magneto had built a huge complex in the Savage Land, and is directly responsible for Xavier's paralysis when they finally parted ways violently. His mission is to avoid a mutant/human civil war because it is his belief it will lead to mutual annihilation.

Through CEREBRO, they track another mutant, Bobby Drake, who is in Times Square. The new comrades head out to bring him into their fold, when all of a sudden they are found out by Sentinels. The team battles the robots, including Bobby, who is flushed out of hiding and uses his powers to create floes of ice for the first time. The mob of humans surround the mutants after they've dispatched the Sentinels and send them running.

Magneto gets word that Xavier is still alive and forming a team to counter his goals of mutant domination. He instructs his children, Scarlet Witch and Quicksilver, to prepare to contact Wolverine, an assassin he will employ to go after Xavier.

Ultimate X-Men #2:
23 pages + cover • March 2001

Wolverine arrives at JFK Airport in New York City and meets the aide Magneto sent to pick him up. On their way to the car, they are targeted by a force of special ops soldiers who fire upon them, killing the aide and putting Wolverine down.

Xavier finds out that Wolverine has been captured by unknown assailants. Until this point, nobody was really sure that Wolverine even existed, but now that they hear he does, Xavier sends out his X-Men to rescue him. Xavier has tracked Wolverine's location through CEREBRO, and the team is off.

Wolverine is locked up in a truck in a convoy in upstate New York, being tortured by soldiers lead by John Wraith, who taunts Wolverine relentlessly. Wraith informs him that they're taking him back to Weapon X, where he broke out of. The X-Men track the convoy down and Storm launches a weather assault that blows the trucks and soldiers back. The rest of the team keeps Wraith's men off balance while Colossus and the Beast break him out of his cell. Wolverine grabs a motorcycle and breaks loose after Wraith, who has escaped in a truck and tried to get away.

Wolverine catches up to Wraith and is about to kill him when Jean and the X-Men stop him, telling him not to kill the human and further reinforce negative stereotypes of mutants. Wolverine scratches Wraith across the face and Jean stops him mentally before he can do anything worse.

Magneto tells his charges not to worry: that Wolverine's capture is merely a sleight of hand to get him inside the X-Men, where he can do his best work to kill Xavier.

Ultimate X-Men #3:
22 pages + cover • April 2001

Sentinels patrol the city, casting their mutant hunting radar far and wide to track down mutants. The X-Men walk the city streets, obscured by Xavier's cloaking devices. At the school, Wolverine is working in the Danger Room, creating a scenario where he attacks and kills all the X-Men. Xavier is impressed with Wolverine's skills, if not his choice of sparring partners. Many are skeptical why Wolverine is choosing to band with the X-Men, though his heavy flirting with Jean Grey provides an answer many find suitable.

The team finds out that Magneto has kidnaped the president's daughter and is holding her hostage. Xavier sends the X-Men out to rescue her, to prove to the president that not all mutants want to destroy human kind. They head to Croatia, where the girl is being kept. They locate the house where she's being held by Toad, the Blob, Mastermind, Scarlet Witch and Quicksilver, and launch a surprise attack to rescue her. They break her out of the house, but an all-out battle to get her to the waiting Blackbird ensues.

The X-Men square off against the Brotherhood, with Wolverine managing to get the president's daughter onto the Blackbird, but leaving the rest of the team pinned down by the Brotherhood, including the Beast, who is critically wounded, buried under a heap of fallen bricks.

Ultimate X-Men #4:
22 pages + cover • May 2001

Croatian snipers start aiming their rifles at the X-Men, who are trying to reunite with each other and get safely out of the city and back to the Blackhawk. Magneto drops a train several cars in length on top of the humans to keep them off the X-Men. Before he allows them to depart, he insults them for their patronage of humankind and how offensive he feels it is to mutants worldwide. After they've left, Magneto tells his Brotherhood that he is looking forward to Wolverine finishing the job on Xavier.

Using the ability to telepathically crib surgical skills from top doctors, Jean Grey patches up Hank McCoy in critical care. After, she walks out in the courtyard with Wolverine, who she tells she doesn't like, but can't resist feelings of attraction towards. As Scott Summers looks down from a window, they kiss.

Scott tells Professor X he's tired of sacrificing his life on behalf of humans, and that maybe Magneto has the right idea. Xavier tries to stop him, but Summers decides to leave the X-Men and join Magneto in the Savage Land. Meanwhile, Hank McCoy wakes up in the OR and his hair has begun to turn blue.

Ultimate X-Men #5:
23 pages + cover • June 2001

Cyclops helps lead an attack with the Brotherhood on British Parliament, but gets angry with his teammates for going too far with the viciousness of the attack. At the X-Men Mansion, Jean and Wolverine continue to develop their relationship, and the team tries to make do without being able to contact Cyclops. Professor X meets with the President and encourages him that not all mutants are evil like Magneto. The President agrees to suspend the Sentinel program in thanks for their help rescuing his daughter, but still goes through with an all-out military assault on Magento's base in the Savage Land. Xavier warns the President this could provoke Magneto into a world war, but the President says they have no choice in light of the continued terrorist attacks.

The Sentinels race off towards the newly discovered Savage Land base, where Cyclops and Magneto are discussing the need to be more aggressive against the humans that would otherwise detain and destroy mutants. Cyclops wants to be more humane, but Magneto will not hear of it. Quicksilver talks with his sister, Wanda, about how much Magneto goes out of his way to mistreat him.

Suddenly, the Sentinels have arrived, and begin to lay waste to Magneto's compound. After a period of mayhem and destruction, Magneto gathers all the metal Sentinels together and reconstitutes their hardwired systems to return to where they came with a new mission: target humans instead of mutants. As Cyclops realizes the all-out war he feared is about to begin, he contacts Professor Xavier to warn him of the coming Sentinel army set to destroy the whole country of the United States.

Ultimate X-Men #6:
23 pages + cover • July 2001

Wolverine confesses the real reason he joined the X-Men- so he could get close enough to Xavier to assassinate him- which sends Jean into a rage, despite the fact that Wolverine says he has changed his mind and supports what Xavier is doing. Xavier overrides all other concerns with a quick telepathic message to all the people in the Washington DC area to evacuate because the Sentinels are coming.

Cyclops has managed to exploit Quicksilver's resentment against his father and encouraged both he and his sister, Scarlet Witch, to join him in flying back to America to defend the humans. Hours later, Magneto and his Sentinel army have finally arrive and begin to lay waste to the capitol. The X-Men are there to protect innocent people and fight off the Sentinels. Magneto finds the President and begins to humiliate him on live television before applying a lethal blow with a limousine he intends to drop on him from above, but Xavier saves the President by diverting the car before it hits him.

Iceman brings down a huge batch of Sentinels while Xavier and Magneto beat on each other with their formidable powers. Just as Magneto seems to have the upper hand, Wolverine enters the fray and knocks him off balance with a thrust of his claws, then stands over him and tells him he's joined Xavier's team. This sends Magneto into a livid rage, and he slams a metal pole into Wolverine's back, destroys the White House and then mentally charges the nation's nuclear arsenal to begin it's countdown to launch. Jean frets that there's only ten minutes to stop Magneto before the missiles launch, which sends Quicksilver into fast action.

As Magneto is on the verge of total, maniacal triumph, his son races near him and steals his helmet from his head. Thus shorn of his defense against Xavier's psychic attack, Xavier lifts Magneto up off the ground, mentally commanding him to seal himself up inside a big ball of metal and then explode himself high up in the atmosphere.

Back at the mansion, life returns to normal as Xavier and Cyclops discuss the challenges that await them.

ULTIMATE X-MEN #7-12: Return To Weapon X

Ultimate X-Men #7:
22 pages + cover • August 2001

A group of paramilitary soldiers led by Col. John Wraith chase down a teleporting mutant with dark skin and a forked tail. They finally catch up to him in the snowy hills surrounding the camp he escaped from and return him.

Wolverine has found his way to an abandoned Weapon X facility in the desert in Arizona, and discusses his findings, and lack thereof, through a mental link with Xavier. At the mansion, Jean is finishing up her observations on Hank McCoy, while the other X-Men are in Japan doing the talk show circuit, where high-profile mutants like them are treated with hysterical fandom. While in a mob crowd signing autographs, a young woman hiding under baggy clothes and a hood makes her way to Colossus, touching his arm with her hand without him noticing. As the X-Men leave the scene, Peter realizes he feels a little weird, and the young lady who caused this sensation looks on as they fly away in the Blackbird.

Back in Finland, Col. Wraith receives a communique from the young lady, code name Rogue, who says she's completed her mission. By touching Colossus, she has absorbed all kinds of information from his mind that Wraith was after, like the X-Men's address and security features. With the help of the mutants under his command in the Weapon X program, Wraith is ready to implement his plan to destroy the X-Men, and settle an old score with Wolverine.

Ultimate X-Men #8:
23 pages + cover • September 2001

Cyclops and Wolverine pay a visit to an old mob boss that Peter once worked for, using some excessive force to convince the man to lose his claim on his former employee's life. Cyclops is uneasy about his partner's methods, but they reach an uneasy alliance with each other. At Xavier's mansion, Storm enjoys getting used to her powers and trying to control them, under the watchful eye of Hank McCoy, who she is determined to flirt with, much to his joy and astonishment. As Bobby Drake's parents drop him off at the school, Xavier realizes that he's spent much of his time away flirting with a teenage girl and spilling all the secrets of the mutant school; grudgingly, Xavier has to do a "mind wipe" on both Bobby and the girl in the best interests of the school.

Wolverine decides to head out to look for the Weapon X program on his own, leaving the X-Men to enjoy some down time at the mansion. Ironically, as Wolverine has left to find Wraith's program, Wraith has led a mission to Xavier's mansion. His initial shock troops include Juggernaut, Sabretooth, Rogue and Nightcrawler, who take the X-Men by total surprise and dominate them into submission. Wraith drags the X-Men out and takes them captive.

Ultimate X-Men #9:
23 pages + cover • October 2001

Col. Nick Fury penetrates an illegal genetics lab deep inside a temple in Delhi, India. As he makes his way past camouflage subterfuge and well-armed guards, he finally makes it to his destination, and what he sees causes him to call his SHIELD associates and demand more firepower. Fury doesn't get to finish his job, though, as he's kidnaped by assailants and offered up for sale to terrorist organizations, the secrets locked in his brain worth billions. Gen. Ross of SHIELD turns to Wraith and Weapon X to help get Fury back. Wraith explains to Ross that with the help of his new X-Men recruits, he'll be able to fulfill Ross' request, but Ross is concerned that Wraith has targeted mutants that have an alliance with the President of the United States. Ross barrels out, upset that Wraith has taken the X-Men hostage and yet left Wolverine uncaptured, telling him to get Fury back no matter what.

The X-Men are sealed up behind force shield walls in the Weapon X prison, alongside longtime Weapon X slaves Rogue and Juggernaut. Jean Grey nurses Nightcrawler back to health and explains who the X-Men are to him in mental images they share with each other. Sabretooth leads the Beast back to his holding pen with Storm, and the team is amazed to see that after being messed around with by Weapon X' geneticist Dr. Cornelius, their friend has turned completely blue and more animalistic.

Later, Sabretooth leads the Weapon X mission to retrieve Nick Fury, who is on a train bound for his terrorist purchasers. The X-Men are kept in line with neural implants that Sabretooth can cause to explode, killing them instantly. Meanwhile, Wraith explains to Cornelius that his next target is Wolverine, and he's going to use Xavier and CEREBRO to find him.

Ultimate X-Men #10:
22 pages + cover • November 2001

As the Cyclops, Storm and Jean Grey (along with Weapon X' Nightcrawler) penetrate a secret genetics lab on behalf of the cruel and sadistic John Wraith, their teammates Iceman, Beast and Colossus are helping other Weapon X mutants spring Nick Fury from a train crossing the Arabian desert. Colossus knocks the train off the tracks and Beast grabs Nick Fury, fevacuating him up to a waiting helicopter.

Cyclops and Nightcrawler find a huge conglomerate of mutant genetic material spliced together in the bowels of the genetics lab. Nightcrawler is forced to teleport them to safety when the creature defends itself, but they set a bomb that destroys it. Meanwhile, Jean and Storm have approached the head scientist of the lab to persuade him to join with Wraith's group, but Wraith taps in to Jean's monitoring system and tells her he's changed his mind- he wants her to assassinate the man instead. Jean resists, but when Cyclops enters the room, Wraith transmits a punishing assault on the neural implants in his head. He promises to end Cyclops' life if Jean doesn't submit. Reluctantly, she kills the scientist in cold blood.

As Rogue and Juggernaut rot in their cells, Cyclops comforts a distraught Jean in their cell. Colossus also comforts a nervous Bobby Drake, telling him that Wolverine will be on the case, breaking them out of the Weapon X program that he himself broke out of years before. Just then, Sabretooth drags Wolverine's burned and unconscious body into the holding cell, dashing everybody's hopes.

Wraith discusses his next move with Cornelius: annihilating those in power who would take away funding of his Weapon X program and eliminate it. To do this, he will draw on the power of Professor X.

Ultimate X-Men #11:
23 pages + cover • December 2001

In a flashback to the Gulf War in Kuwait, Col. Nick Fury is under fire by Iraqi soldiers, injured and pinned down behind his transport which carried the adamantium cage in which Wolverine was held. Bombed by the Iraqis, Wolverine has been busted free, and cleanly and precisely works his way through each Iraqi soldier before standing over Nick Fury, who fully expects Wolverine to kill him next. As John Wraith barks out orders for search teams to find Fury and his untamed Weapon X soldier Wolverine, the mutant in question is seen carrying Fury on his back across the desert to Wrait's camp. He falls to the ground from exhaustion. Fury is cleared for medical treatment. Wolverine is put back in his cage.

Back at the Weapon X camp in Finland, Jean Grey patches up her relationship with Wolverine, telling him she no longer doubts his sincerity. Wraith determines in a conference call with General Thunderbolt Ross that they intend to phase out the Weapon X program do its potentially explosive political ramifications if revealed. Wraith presses the point that mutants need stopping, and his team is the one to do that job, but Ross tells him that it's a no go. At that point, Wraith reveals Xavier as his captor to Ross, and then sends out a command to Xavier to destroy the building that Ross is in.

Sabretooth drags Wolverine out into the snowy woods and forces him to watch as he burns documents he says are Wolverine's personal files on a grill. Wolverine tries to stop him, but he is fired upon by armed guards. As Sabretooth takes great pleasure in physically torturing Wolverine, Dr. Cornelius is examining routine medical X-Rays taken of Wolverine when they took him back in captivity. Inside his intestines, it is clear that Wolverine has a tracking device lodged inside of him. As soon as he and Wraith realize what that means, the power at the Weapon X facility goes out. Breaking free from their cells are the X-Men and the other mutants. Armed guards are unable to fire upon them and restore order because Scarlet Witch has removed every shell from their rifles. The Brotherhood have arrived.

Ultimate X-Men #12:
23 pages + cover • January 2002

Sabretooth realizes the gig will be up soon, as he is alerted to the Brotherhood's presence, so he takes the gloves off and determines this is the time he will finally kill Wolverine. Wraith realizes the mutants are about to overtake the compound and it's time to cut his losses. He takes his pistol and empties his clip into Xavier's body. Cornelius tells Wraith that was a stupid move, as Xavier's life could have been used as a chip for them to escape.

The Beast has tracked down Cornelius, who he wants to punish for turning him into a furry blue freak, but when he arrives, he finds the doctor trying to save Xavier's life. As Wolverine and Sabretooth continue their knockdown dragout in the wilderness, the X-Men and the Brotherhood have grabbed Wraith's helicopter and kept him from taking off as they defend themselves from the dozens of soldiers in the complex. Scarlet Witch has sealed the majority of the soldiers inside the building, and encourages Colossus to bring it toppling down to kill them all. On the top of the cliff, Wolverine pushes both himself and Wolverine off the waterfall and down to the gorge below.

Jean Grey keeps Colossus from following through with the plan to kill all the soldiers, trying to convince everyone that they have to be better than the humans. Wraith finally breaks free of the Blob's grasp and flies away, but a raging Storm sends a lightning bolt that hits his helicopter. In the split second before it explodes, Nightcrawler ports into the copter and brings him back to Earth. Wraith grabs his pistol and aims it at Nightcrawler, but a sniper from SHIELD takes him out. Nick Fury has arrived with his army of SHIELD soldiers and tells them that they are free to go and apologizes for their treatment in the hands of John Wraith. Wolverine arrives and tells the team he took on Sabretooth and won.

Back at the Xavier institute, Jean helps Xavier recuperate, but is confused when he starts talking about Magneto still being alive, claiming he never killed him as everybody thought he did.

-- synopsis by Gormuu

-- panel images provided by Avengers Assemble