X-Men Part 18

David Chisholm
This Issue Everybody Dies
12 min readApr 27, 2023

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The X-Men #34–39, 1967, by Roy Thomas and Dan Atkins/Werner Roth/Ross Andru/Don Heck

These next several issues are a mishmash of finishing up the Factor Three storyline and a healthy dose of unrelated and fairly boring nonsense. And since Factor Three is fairly boring in and of itself, I’m going to move through this relatively quickly. Issue #34 features the X-Men caught in a war between the Mole Man (a Fantastic Four villain) and Tyrannus (an Incredible Hulk villain). Neither of these antagonists are a good fit for the X-Men and the issue is really only partially saved by a subplot happening in the background.

Ted Roberts has not forgotten his suspicions involving Marvel Girl’s secret identity, and when his brother Ralph is kidnapped by Tyrannus, Ted calls Jean to ask her for the X-Men’s help. The team does rescue Ralph, after being thrown in the middle of a feud between the two underground dwelling villains involving giant robots made of diamond and cobalt (I promise it’s much less cool than it sounds). Does this mean that from now on the team is beholden to fix anything that Ted Roberts deems an emergency? Cyclops is certainly worried about it, but not enough to put the mystery of Factor Three on hold.

I would also like to point out that while the X-Men started their eponymous series by having to take a chartered flight to battle Magneto in Issue #1, they now have an experimental airplane that combines jet engines with a helicopter rotor. When did they get this thing?

Issue #35 is taken up almost entirely by a fight with Spider-Man. You might be wondering how this moves the Factor Three story forward at all. And the easy answer is that the team received an incomplete message from Banshee warning them about a robotic spider sent by the nefarious organization, and they assumed it was referencing Spider-Man. However, the real answer would be that it doesn’t. Instead it wastes the reader’s time and drags this already boring plot out a little bit longer. We do get to see Banshee again, and that’s always fun. I just wish it was in service of a better story.

It’s worth noting before we move on that the fight only happens because Jean isn’t with the rest of the team. Just like in the museum fight with El Tigre from a few issues previous, everyone forgets everything they’ve learned as soon as Jean is absent. No one stops to ask questions, no one remembers how positive their previous interactions with Spidey have been. Instead, they immediately jump to conclusions and speak with their fists.

The next issue is another filler issue before we get to the climax of the Factor Three storyline. This one opens with a pair of burglars breaking into the mansion and being confronted with the Beast, who overwhelms them fairly easily. This leads to the team using Cerebro to do another thing that a Mutant detecting computer shouldn’t be able to do (previously we’ve seen it detect anyone that’s a threat regardless of their mutant/human status). In this case, it targets specific memories and erases them, as well as implanting hypnotic suggestions. The burglars leave the mansion unaware of what happened to them there, and turn themselves in at the local police station. This is ridiculous and makes absolutely no sense. Cerebro has never been able to do anything remotely like this, and, as far as I know, it never will again (thankfully).

From there the team spends the rest of the issue trying to raise money to fly to Europe because they’ve determined that is where the Professor is being held. Their own plane doesn’t have enough fuel, Warren can’t get in touch with his parents, and everything at the school is in Xavier’s name. So the team split up and basically panhandle for a chunk of the issue. Eventually they have to stop a lonely teenager that’s mad at his rich father from blowing up a new library. The kid is wearing a suit that lets him jump really high and gives him extra strength, and he’s calling himself Mekano (which is a very disappointing name that I plan on forgetting as soon as possible). After helping the kid reconcile with his father, the team asks the grateful man to give them enough money to fly to Europe. So, yes, almost this entire issue is spent with the team trying to raise money for a class trip to Europe. If you’re thinking to yourself that this is a pretty boring plot for a superhero comic, I’m right there with you.

We finally get to Factor Three with Issue #37, and we’ll stay with them until we finish two issues later. I think it’s appropriate for us to stop for a second and acknowledge how long it’s taken us to get here. We first hear about Factor Three in issue #28, when Banshee shows up and is being controlled by them. It’s now been almost a full year in publishing time that we’ve been following this saga, and it has yet to actually be exciting. But this is it. We’re finally at the conclusion. Let’s see if Roy Thomas can pull it off.

After some excitement on the plane ride that results in the team having to jump out of a commercial airliner without any parachutes, our heroes are finally captured and imprisoned by Factor Three. Which means we finally get to find out who they are: the Blob, Mastermind, Unus the Untouchable, and Vanisher. This motley collection of familiar villains is being led by a man calling himself the Mutant Master, and his second in command Changeling. We also discover why they are called Factor Three. The Mutant Master is planning to start World War 3 by making both the US and the Soviet Union think that the other has attacked, and when the world lies in ruins Factor Three will take over, a third option other than the East or the West.

Does this plan make any sense whatsoever? Absolutely not. Blob and Unus have never been presented as the smartest guys in the room, but surely even they can see that ruling over a desolate nuclear wasteland isn’t going to be all that fun. Who will they rob if literally everyone but themselves is dead? And how will this help the mutant cause if all the mutants other than these four bozos are killed? This Mutant Master’s plan has some major problems that no one is pointing out.

Despite these glaringly obvious problems, the villains go out to start the war and leave the teens to die, which obviously doesn’t work out according to plan. The X-Men escape, and then use Cerebro to locate the new Factor Three base. I will point out that they don’t use Cerebro in the way that you would expect: detecting the mutant terrorists. Instead, we are asked to again ignore our knowledge that this computer was specifically designed to locate mutants (not locate any threat whatsoever or erase people’s memories or implant hypnotic suggestions). This time it picks up radio signals from Factor Three agents that tell the team where to go. Will it ever be able to pick up radio signals again? My guess is no.

The X-Men roundly defeat the mutant terrorists sent to both the East and the West, and they immediately turn the attack back on the Mutant Master and his allies at his new headquarters. However, before the battle can really begin, Xavier appears and tells the assembled villains that they have been deceived by the Mutant Master. He explains essentially the same argument that we discussed earlier, that this plan for world domination doesn’t leave much of a world for mutants to rule over. As the truth begins to become clear to everyone (seriously, how did it take them this long to think about this?), the Mutant Master sets his androids on the entire group. This is actually a pretty great scene as we get the X-Men and some of their greatest foes forced into a convenient alliance. Teaming up with their own arch-enemies to face an even greater threat is going to become something of a hallmark for the X-Men franchise, and some of the villains present in this battle will even join one of the X-teams in later years. So, it’s fun to get a taste of that here.

The Mutant Master is finally defeated when Banshee arrives and the sonic levels of his scream hit exactly the right level to destroy the androids, the protected platform, and the face and body of the Mutant Master. With this false front removed, the “Mutant Master” is revealed to not be a mutant at all, but a green, tentacled alien from Sirius who was planning to destroy the Earth and claim the remains for himself. This scene ends with what Jean describes as “the first interplanetary suicide”. The alliance between heroes and villains ends with both teams leaving just before the base self-destructs (thanks to Unus).

On the way back to the mansion, Scott and Xavier discuss how obvious this whole thing should have been to the agents of Factor Three. The explanation given is that they were so blinded by their hatred for humanity that they couldn’t see the problems. I’m glad this scene is here. It’s important to acknowledge how insane it is that characters like Mastermind and Vanisher would just go along with a plan that would result in the nuclear destruction of most of the planet. This explanation doesn’t really work, but it’s something. All four of these villains have seen firsthand the fear and hatred that normal humans can have for mutants, and they’ve all been treated pretty poorly by the X-Men, if we’re being honest. At least two of them were mindwiped by Xavier, Unus was threatened with starvation when his powers were amped up, and Mastermind was kept as a statue after the incident with the Stranger (I wish we had some explanation for how he was changed back from the block of matter he had become, but he’s just here like nothing had happened). So, while this storyline does make them all out to be gigantic idiots, it’s at least an explanation we can accept and move on from.

We close out the Factor Three story with Jean remembering that she has something for the rest of the team. If you’re guessing that it’s another set of new costumes, you’re exactly right! It’s beginning to seem like all Jean does in her spare time is construct new costumes for everyone. It’s a wonder she has time for classes and hanging out with Ted Roberts with all this costume making going on. But starting next issue, the team will no longer be wearing the familiar blue and yellow training uniforms. Instead, they will each have unique superhero outfits (some better than others). Issue #39 even showcased these new costumes on the cover, rather than a fight with the Mutant Master, which seems to indicate how important the Factor Three storyline was to everyone.

Before we close out, we have one more thing to look at. Issues #38 and #39 have a backup story in them that gives us a bit of an origin story for Cyclops, and re-introduces us to FBI Agent Fred Duncan, who hasn’t been around since the team first tangled with the Vanisher back in issue #2. We won’t get the full story here, as these are just the first two parts. It’s strange that they didn’t have the backup stories lined up with the main stories, so that you wouldn’t have a main story conclude while a backup is still progressing. But it’s just one more thing about this era that doesn’t make a ton of sense.

In this flashback story we learn that the FBI had an official task force assigned to investigate the “mutant menace”. This taskforce was created after multiple young mutants had been reported on by the news, and the issue was starting to grab the public’s attention. Special Agent Fred Duncan was placed in charge of the investigation, and it wasn’t long before he met his first mutant, Professor Charles Xavier. Xavier seems to have been living in his mansion in isolation simply waiting for people to start hating mutantkind. He finds out about the taskforce, decides it is finally time to act, and makes a deal with Agent Duncan. The FBI will share their information on young mutants with Xavier, who will recruit and train them, while also providing updates on the mutants to the United States Government.

This brings up a number of issues. First, did the students at his school (or their parents) know that they were being observed and reported on for the government? Is this something that Xavier told them upon graduation? We already know that the team did some work for various branches of the government, but it had always been in the context of their costumed identities. It changes things quite a bit if the government has a regularly updated file on each member of the team. Especially if the young mutants are not themselves aware of these files. Second, the team eventually becomes wanted by the government, they are essentially considered outlaws by most state employees. If they each have a detailed file somewhere in the archives of the US government, it can’t have been that hard to track them down. So, what happened to those files? At what point did Xavier scrap this deal, and how did he manage to do it? Regardless, this is another piece of evidence that Xavier was not someone that should have been entrusted with the wellbeing of young students.

At the same time that Xavier and Duncan are beginning their professional relationship, Scott Summers is on the run after saving a group of people from some falling debris with his powers, and thus outing himself as a mutant. Xavier and Duncan track down the orphanage he has fled from (which will turn out to be a pretty horrifying place in future stories), and the optometrist who first noticed the strange glow in his eyes. This is also the doctor who discovered that the only thing that would help with Scott’s headaches is glasses with bits of ruby quartz in the lenses. You have to wonder what kind of optometrist would even think to experiment with gems and valuable stones in the lenses, especially when the client is a poor kid from the local orphanage. But I guess we’re all lucky that this small town had a completely insane local eye doctor.

This part of our story ends here with Scott fleeing into the woods after being robbed by some hobos. He meets a man in the woods who tells him not to worry as he is also a mutant “destined to rule”. That cliffhanger definitely sets it up to be way cooler than it is, so don’t get your hopes up. Whatever cool supervillain you’re imagining this to be, I promise it is someone way less impressive. But it’s still fun to get this first glimpse into Scott’s past. It gives us a small clue as to why he always sees the worst in everything. Plus, we got another example of Xavier being an asshole, thus adding to the strength of the main thesis we have so far: Charles Xavier is an absolutely terrible person.

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David Chisholm
This Issue Everybody Dies

David programs movies, reads comics, listens to heavy metal, cooks noodles, walks dogs, and participates in whatever insanity his kids come up with.