Issue(s): Uncanny X-Men #37, Uncanny X-Men #38, Uncanny X-Men #39
Cover Date: Oct-Dec 67
Title: "We, the jury..." / "The sinister shadow of... doomsday!" / "The fateful finale!"
Credits:
Roy Thomas - Writer
Ross Andru / Don Heck - Penciler
Don Heck / George Roussos / Vincent Colletta - Inker

Review/plot:
Don Heck inks issue #37 and then becomes the (semi-)regular penciler on the title beginning with #38.

This three issue arc finalizes the Factor Three storyline. It's a bit of a disappointment; Factor Three turns out to be four old mutant villains (Mastermind, previously seen as a stone statue thanks to the Stranger, is said to have gotten better on his own)...

...plus a new one called Changeling...

...all working for a guy named Mutant Master...

...that turns out to be an alien.

The Mutant Master alien's plans don't really seem to require mutants; he wants to trigger a nuclear war to wipe out all life on earth. I understand using the evil mutants as dupes but why go out of your way to antagonize Professor X and the X-Men? I guess because Cerebro was detecting their menace, but it's a weak connection. So other than "the X-Men defeat an alien and some bad guys" there's not a lot of significance to the resolution of what was a storyline that was a long time in the making.

That said, even with Heck's uninspired art, it's cool to have a three issue fight between all of the X-Men plus Banshee...

...vs. four of their old enemies plus a wave of robots...

...and the new Changeling (who doesn't use his shapeshifting power until the very end. The incorrect pronoun in the scene below had me wondering if it was at this point that Xavier swaps place with the Changeling to fake his death, but it's really too soon for that).

The Mutant Master is miscolored with the Changeling's colors in the final issue, adding to the confusion with these kind of generic characters.

At the end of this arc, Marvel Girl presents the team with another set of new costumes. "Not the same old ones with a little new trimming!" says Iceman. But this time they really are new costumes.

Cyclops' new costume will of course become his standard going forward, and Jean will use hers for a while (i think her skirt is insanely short but miniskirts were actually in fashion at the time). Beast will use something similar in the early X-Factor days. Iceman doesn't really have a costume. But Angel's is pretty awful and, as Roy Thomas points out in the intro to Marvel Masterworks: The X-Men vol. 4, the suspenders give the impression that his wings aren't really part of his body, similar to DC's Hawkman at the time.

The reasoning behind the individualized costumes is that the X-Men are no longer children, and they've proved themselves in combat enough that it's time to stop treating them like "products of an assembly line".

Quality Rating: C

Historical Significance Rating: 5 - first Changeling, new costumes for the X-Men

Chronological Placement Considerations: The origin back-ups from these issues are covered in a separate entry (note that some comments below address the back-ups, since they used to be part of this entry before i split them out).

References:

• The X-Men encounter a spider-robot like the kind Spider-Man fought in Uncanny X-Men #35. This was also the issue where the Banshee was captured by Factor Three.
  
• When the members of Factor Three are revealed, the footnote just refers to their introductions in the first ten issues of X-Men. The Vanisher appeared in Uncanny X-Men #2. Unus first appeared in Uncanny X-Men #8. Blob in Uncanny X-Men #3. And Mastermind in Uncanny X-Men #4.

Crossover: N/A

Continuity Insert? N

My Reprint: Marvel Masterworks: The X-Men vol. 4

When I first became aware of these back up origins for the individual X-Men through MARVEL SAGA, I wasn't impressed. Now looking back, I feel they add very little and probably detract from the team's origins. Instead of a group of young kids just learning their powers, we have multiple super villains being introduced, and it just complicates the back story too much. The first run of Thomas on X-Men is just bad although he turns it around on his second with Neal Adams.

Roy later admitted that he screwed up the double-page spread in #37 by not making sure the pages faced each other.

Ross Andru designed the new costumes.

... When the White Queen got her diamond form, I was surprised that there was no connection with Jack of Diamonds from Cyclop's origin story. Pretty similar sets...

I remember being fascinated by Factor Three, who only earned a footnote in the second volume of Marvel Universe, only to be massively letdown when I finally read these issues recently. I was especially put off by the "Mastermind simply recovered from being turned to stone" aspect. It just took over the book for far too long and then was a big letdown as a conclusion - since Roy has done such a bad job creating villains let's unite the ones that Stan created.

I agree very much with the concept of the "graduation" costumes - it was nice to have them look like a team and now that they're older, nice to have them not look so much like a team. I still love Cyclops' uniform and Marvel Girl's uniform, though recently dismissed by my wife as "just ridiculous" works for me - I first saw it when I read the Dark Phoenix Saga and even then knew it was aimed at the 12 year old in me. But, yeah, Angel's costume is just terrible.

I must admit, I do like the back-up stories and learning how the team was gathered. But, having read them originally in Marvel Saga, I was surprised upon actually reading them to see the much wider array of Jack's powers - Marvel Saga made it seem like radiation will turn him to diamond, whereas he has an array of telepathic powers in these stories.

Iceman needs gloves?

I've always wondered if Roy Thomas was familiar with Perry Rhodan from Germany. There was an alien villain called the Mutant Master there, too.

"Do you not remember the incredible Vanisher?" could be the "too accurate for Sand People" of the early X-Men stories.