Issue(s): X-Factor #24, X-Factor #25
Cover Date: Jan-Feb 88
Title: "Masks" / "Judgment Day!"
Credits:
Louise Simonson - Writer
Walt Simonson - Penciler
Bob Wiacek - Inker
Bob Harras - Editor

Review/plot:
Apocalypse is one of my favorite villains, and that's largely because of this story. It's also because, since i got to collect X-Factor from the beginning during my formative collecting years, he's "my" villain. He may have been a little rough and undefined in his first appearance, but it was still pretty cool, and he's since been lurking in the background, setting things in motion since the Mutant Massacre, so his actions here came with a lot of anticipation. And thanks to the quality of this story, that anticipation was met.

The great thing about Apocalypse is that he's the ultimate arch-villain, with long range plans and basically undefeatable. The problem with a lot of great villains, like Dr. Doom and Galactus and Juggernaut, is if they're going to be used repeatedly, they're eventually going to lose, and more to the point, eventually they're going to lose to Dazzler. But Apocalypse can't lose. First, he doesn't really engage you directly; he's got minions for that. And second, due to his Darwinian philosophy, if you are beating him, then you are of the strong, and if the strong is winning, he's winning.

His philosophy also makes his motivation easy. He just wants to stir things up and get people fighting each other. If you think about this story, where Apocalypse releases his Horsemen to go out for a rampage, there's really nothing to be gained from it. If it were Dr. Doom or someone in charge of that plot, it would be unacceptable. But for Apocalypse, it makes perfect sense.

X-Factor is teleported in and given a few moments to wonder what's going on. Caliban says he detects several mutants: "One, unknown but familiar. One new." and the three Horsemen that they've faced before. He also again states that he's tired of being helpless and he hopes he'll find an armament in this location that he can turn against his enemies. We're also reminded that Beast is still afflicted by the touch of Pestilence that gives him super-strength but also causes him to lose intelligence whenever he uses it. Then Apocalypse greets them and explains that they are on his ship.

Apocalypse explains that he's been researching them and their origins (the idea that this is the first time he's become aware of Professor X is interesting), and the team begins a futile mini-battle with him.

A delay in the battle allows for more exposition: he explains his ancient origins and claims to have played the roles of various gods in the past. Since this is the Marvel universe, this doesn't necessarily serve to explain how ancient civilizations invented their gods (Set is causing trouble in Thor's book right now, for example), but i suppose the idea is that he could have posed as them.

He then congratulates X-Factor for stirring up so much anti-mutant sentiment.

All of this is depicted wonderfully by Walt Simonson.

Note Caliban's pensive posture, too.

Apocalypse brings out the Horsemen again and stands back and allows them to fight. Apocalypse likes to hang back and goad people on.

Caliban gets knocked down early in the fight, and he just sits and listens to Apocalypse.

Apocalypse says that "humans, too" have been his allies.

Also note that as of 1988, it was still being positioned that increased radiation from nuclear bombs was the reason for the increase in mutations.

When Apocalypse brings up technology, Iceman shows off the technology that he got when The Right tried to neutralize his powers...

...and Apocalypse does like it, and doesn't mind seeing his Horsmen getting beaten back by Iceman's full power.

I included that entire page to show the layouting in this issue. Just about every page of the fight is like that, with Apocalypse off to the side espousing his philosophy and commenting on the battle, while X-Factor and the Horsemen fight in the middle and Caliban soaks it all in at the bottom. It's pretty cool.

Apocalypse tells X-Factor that they should join him. After all, humans hate them. And Cyclops' wife and son "were killed", and Scott suspects that it was done by humans.

I don't know if Apocalypse knows the truth about Scott's family or not.

X-Factor have defeated the three Horsemen at this point, so Apocalypse introduces the final one: Death.

At first, X-Factor think that it's a mockery of Angel, but when he takes off his mask, they realize it's actually him.

He's been twisted around to Apocalypse's way of thinking, and he attacks his former teammates.

They are defeated and captured. All but the impotent Caliban, who has been forgotten. Having seen the power that Apocalypse gave to Angel (and i wonder if he also recognized his former fellow Morlock Plague, who is now Pestilence), Caliban pledges loyalty to Apocalypse.

Meanwhile, Apocalypse sends his Horsemen out to wreak havoc in New York.

Cool stuff. Apocalypse is every bit as cool as he's been built up to be, and the work with Caliban, the way he's able to appeal to this guy that's felt powerless since the Mutant Massacre, is nicely done too. And it's also a good final reveal that Angel is the guy that Apocalypse has been working on in the past several issues, which should have been obvious but in any event we get X-Factor's reaction to it here, and we see that for now at least he's been rebuilt in mind as well as body. It's worth noticing that Angel, Iceman, and Beast have all gotten power upgrades in the past year or so. In all three cases it's at best a mixed blessing, of course; it's not as simple as, say, the Wasp getting her super-strength. But it's definitely an intentional thing to increase the power of the team. Jean Grey's telekinesis has actually been more powerful than her (pre-Phoenix) earlier days since she's returned, too. Compared to the newer X-Men, the original team was actually pretty weak. I don't know if that was really a problem; the group's training at Xavier's hand and their ability to work as a team should have balanced the greater power of their enemies. But in a Whoodwin comparison with the newer x-guys, it did seem a little unfair that they were so outmatched. Angel was the weakest link; his ability to "just" fly made him a second stringer everywhere he went, like the Champions and the Defenders. It's interesting but while i laughed at him on those teams, i never noticed him seeming wimpy on this team; i think the writers and artists of this book did a good job using his powers in conjunction with the rest of the team, and it kind of shows that he "belongs" with this group. But i understand the impulse to turn him into "Archangel" (that name isn't used yet), and i definitely thought he was approaching Wolverine levels of kewl, with all those knives and his design by Apocalypse (aka Walt Simonson) when reading this stuff in realtime.

While Apocalypse has spoken approvingly of Cameron Hodge's efforts in the past, he's now positioning himself as a savior of mutantkind, blaming (again) human's bombs for twisting the genetic structure of mutants, taking credit (correctly) for rescuing Angel from Hodge's murder attempt, and noting the passage of the Mutant Registration Act.

In this regard he's sounding more like pre-reform Magneto than just an agent of strife. But his Horsemen's attack on New York has no real strategy behind it, and i see his commentary as less earnest and more about his continued attempt to sway X-Factor and (especially) solidify his hold on Caliban.

But X-Factor isn't buying it, and they manage to get free.

I like how Apocalypse is completely unfazed by their escape; he applauds them for it. He "allows" Cyclops and Marvel Girl to leave his ship so they can try to stop his Horseman, while he keeps Beast and Iceman on board for a battle.

The Cyke/Jean scenes run parallel with the Power Pack Fall of the Mutants tie-in. They chase Pestilence into a subway, unable to follow due to her Morlock knowledge of them (and her flying horse), and she'll next be seen in Power Pack.

They next encounter Famine and War in Central Park. Before they start fighting, they exchange a kiss, with Jean saying "Welcome back".

We seem to have finally gotten through the endless angst and madness period, and this is helped by the events of the X-Men Fall issues, since Madelyne Pryor really does "die" there.

After weakening Jean, Famine makes an appeal to Apocalypse that he make good on a promise to send her to America's "bread basket" so that she can wipe out all of its food. That will be picked up in the Captain America tie-in.

War is driven away when Cyclops finds something inside his horse that isn't protected from his optic rays.

That is some serious acrobatics from Cyke.

Back on Apocalypse's ship, Apocalypse makes the "if the government outlaws guns, then only outlaws will have guns" argument, and then tricks the increasingly dumb Beast into damaging the ship's cloaking mechanism and its stabilizer...

...so suddenly there's a giant spaceship in the sky over Manhattan, crashing into buildings.

Seeing the destruction, Jean and Scott debate going after the ship or continuing to fight the Horsemen, and Scott decides on the former, reasoning that the city has other heroes that can help with the latter. In practice, at least in terms of what's shown on panel, we'll see that really just means Power Pack.

They encounter Death on their way over anyway.

But then Apocalypse's ship crashes into the Empire State Building and, in a second interweaving with the Power Pack issue, they stop the antennae from falling to the ground and crushing people underneath.

Pestilence and Death harass the heroes during the antennae catch, and Pestilence winds up falling to her death. Then Apocalypse teleports War back to the ship. The tower catching scene will be repeated in Power Pack #35; one prominent point in both issues is that when the two groups part ways, Power Pack is happy to see that X-Factor doesn't try to tell them to go home. In this issue, we see the reasoning for that from Cyclops, that basically the X-Men were young when they started out too (although not quite that young!).

Using Pestilence's horse, Cyclops and Jean return to Apocalypse's ship, to join the fight already in progress.

Iceman figures out that he can break Angel's brainwashing by tricking him into thinking that he's killed a friend, so he creates an ice statue duplicate of himself. And it works.

This causes Angel to turn on Apocalypse. Again, even though things don't seem to be going according to his plan, Apocalypse is pretty smooth about it.

Apocalypse decides to withdraw, taking War and Caliban with him, and leaving X-Factor his ship...

...which of course is still careening out of control, and nearly crashes into the Statue of Liberty. The fact that it doesn't is due to a combination of X-Factor's efforts and a final interweaving with the Power Pack issue.

The Ship instead thematically crashes down right on top of X-Factor's headquarters, signaling an end to their mutant hunting facade (and hopefully not crushing Rusty, Artie, and company or any of the janitorial staff).

Angel isn't quite ready to rejoin the group.

They then go out and face a group of reporters, confess that the "X-Terminators" and X-Factor were one and the same, and begin some much needed public relations messaging that will continue into next issue.

But we'll stop here to look at some of the tie-in books first.

Awesome battle. And finally, the group ends the mutant hunting premise that had been acknowledged as a problem as early as their second issue. Scott's new attitude and relationship with Jean is welcome too; i know it's allowing him to get away with some awful treatment of Madelyne but having him just endlessly angsting about it wasn't helping either. Sometimes it's better to cut your losses and move forward even if it leaves a long-term stain. And whatever the long term implications, these issues are exciting and finally live up to the promise of this series.

Quality Rating: A-

Historical Significance Rating: 4 - Fall of the Mutants. X-Factor ends their mutant hunter phase. Angel revealed to be Apocalypse's Death.

Chronological Placement Considerations: X-Factor were teleported here at the end of issue #23, and this continues directly from there, but i broke that story up to cover the other portions of Fall of the Mutants. I'm also breaking this arc up to fit the tie-in books between X-Factor #25-26. Power Pack #35 takes place during this issue, and Captain America #339 and Daredevil #252 do as well, although they aren't as tightly wrapped together.

References:

• X-Factor recently fought Apocalypse's Horsemen in X-Factor #19.
  
• X-Factor faced Apocalypse himself before in X-Factor #6. Apocalypse says it was "All too briefly" but that they interested him and he has been tracking them since.
  
• Angel seemingly killed himself in X-Factor #15.
  
• It's suggested that the reason Pestilence's touch affects Beast the way it does is because his body was already in a state of flux thanks to the experiments in X-Factor #3 that restored him to his earlier, more human, form.
  
• Much of issue #25 takes place simultaneously with Power Pack #35 (incorrectly footnoted once as #34, possibly an indication that the Madcap fill-in in #34 was unplanned).
  
• Famine's adventure in America's farmland is shown in Captain America #339.

Crossover: Fall of the Mutants

Continuity Insert? N

My Reprint: N/A

Loved these issues. I really felt Caliban's betrayal. I was so happy when he joined the team. I felt that X-Factor was finally getting out of the X-Men's shadow and really develop their own legacy. I was so disappointed (in a good way) that he betrayed the team.

I did think it was a bit lame that Death immediately knocked out the whole team. Regardless of the shock, I thought Marvel Girl would have had a TK shield up and ready.

At the end of this arc, I was convinced Apocalypse was not a mutant, but a "rogue" Deviant. His long life, weird philosophy, and possession of a ship of the Celestials all pointed to that. However, I think little was done with Apocalypse for many, many years. Big shame. He really needed to come back with a new plan in 12-18 issues.

I still haven't got my hands on issue 24 but I knew it was the issue that Archangel would finally be revealed. It's just a shame it took so long to get there. I'm with Chris on the whole Apocalypse not being a mutant. I always viewed him as some sort of God. That's how he comes across and the fact he was worshiped as one sort of backs it up.

Did a member of Power Pack just kill Pestilence?

Well, see the Power Pack entry for more. It's more that Katie failed to save Pestilence due to Pestilence's own actions.

Hey Chris, if you read Louise Simonson's "X-Factor Forever" mini-series, you get an idea of what she had planned for his background and future that isn't too dissimilar to your idea.

But some of the ideas in X-Factor Forever clearly aren't what Simonson was going to do in 1991- the idea that mutants can't produce viable offspring and Magneto was only able to have children because his wife was a powerful sorceress makes no sense in 616 and was probably inspired by the Ultimates.

Ah, okay. You said that "Pestilence ends up falling to her death" even though Power Pack shows her crashing in the underground railway. This led me to believe she was being knocked off her horse by Molecula in that picture... Was that a typo then?

No, Pestilence doesn't die then but later when she's knocked off her horse by Molecula while Marvel Girl is trying to lower the broken Empire State building mast safely. Starstreak tries to save Pestilence but her touch was making Starstreak sick. Death sliced the mast in half and Marvel Girl couldn't hold both pieces. Starstreak wasn't able to avoid the half falling towards her and Pestilence was knocked out of her hands & fell to her death.

So the Avengers were held in reserve but were never used? They might have prevented a lot of damage if they were able to stop the Ship from falling on the Empire State Building's antenna.

Or they could have headed to Dallas and wound up going through the Siege Perilous.

Yeah, the explanation given in the X-Men issues of Fall of the Mutants ("the Avengers and Fantastic Four are being kept in reserve until it's determined which is the paramount threat") is stupid, considering that the Avengers didn't end up helping either X-Factor or X-Men. So they were just sitting on their asses and contemplating which threat they should react to, until both were over? Some heroes. That's why it's always problematic for one book in a shared universe to introduce a massive city/continent/planet-wide threat, because it always raises the question "what are the other heroes doing about this?".

I think the only good alternatives for the writer are either to ignore the whole shared universe aspect altogether and hope that the story is thrilling enough that the readers won't mind (Grant Morrison's approach in "Planet X"), or to come up with satisfying enough hand-wave to explain the other heroes can't fight the threat (what Joss Whedon did in the finale of his X-Men run). But this kind of half-assed approach doesn't really work, because by mentioning the Avengers Claremont makes the reader realize that they should be doing something, but the explanation for why they aren't doing anything is ridiculous.

Grant Morrison actually DID do a hand-wave during Planet X, saying that Magneto (such as it is) had engineered the false threat of a black hole bomb in Booklyn to keep them occupied. I think there might have also been a line about keeping them from getting back into Manhattan using magnetic fields or something. Its fairly easy to imagine that any heroes that did get stuck in Manhattan may have been distracted by renegade mutants or such.

I wasn't aware Joss Wheldon used one though, seeing how most of his arc had the big action take place in isolated areas or space or such. What might that have been?

Whedon has all the heroes of Earth all together and in a mysterious trance where they believe they have saved the earth. Somehow Spider-Man breaks out of it and starts to trying to get the other heroes (he slaps Storm), but it's too late for anyone other than Kitty to sacrifice herself. Thus, Kitty was stuck to the bullet and I quit comics again and wrote a piece entitled "Joss Whedon is a Complete and Utter Bastard". Not that I'm bitter or anything.

If you are going to have a big event like this, it's best to figure out what kind of handwavium you need to "neutralize" the other major heroes. Given the Avengers have TWO teams, they could have easily helped with both menaces. A statement like the West Coast Avengers are en route to Dallas, but couldn't arrive in time would have been fine. It's harder for X-Factor because the Avengers are supposed to in Manhattan, but having Apocalypse do something that sends them on a wild goose chase is all that is needed.

If only "Fall of the Mutants" had involved some sort of Omniversal Guardian who could have kept the other superheroes busy. Or an agent of Chaos, that would have done the trick.

Alas, the Avengers, Spider-Man, the Fantastic Four, Cloak and Dagger, Dr. Strange and the Punisher just sat around with nothing to do. No SHIELD, no individual Avengers. Living in a superhero universe must be terrifying to normal people.

Oh, I'd totally forgotten that Morrison did use some handwave in "Planet X"... Still, I remember people at the time complaining that it makes no sense the other half of X-Men weren't doing anything to stop Magneto. (IIRC at the time the other team included characters like Polaris and Nightcrawler, who should've been able to get past whatever barriers Magneto raised around Manhattan.) But I wasn't reading the other X-Men book at the time, so maybe there was some legit reason they weren't involved?

Sounds to me like Joss Wheldon completed his mission!

Now that you mention it, Toumas... Pretty much all the X-Men books dealt with the aftermath of Planet X to some degree, usually acknowledging the damage Magneto had done to Manhattan. I suppose its possible that they might have shed some light on their activities during that period.

If I recall, Claremont's X-Treme X-Men was running at the same time. I seem to recall them deliberately spending time away from Xavier's lot, so they're conceivably in another part of the world doing super stuff. Wasn't the team with Polaris and Nightcrawler supposed to be like, the team that stuck around the mansion? The "home team" or whatever?

This was almost like a new start for the book - no more angst, no more stupid concept.

Caliban was a good temporary replacement for Warren, but with Warren back, it makes sense for Caliban to seek power for his revenge - it was always clear that Caliban wanted revenge for the Massacre (hey - won't he break Sabretooth's back in revenge for it?).

The only annoyance was that I had no use for Power Pack and Simonson wanted us to see her pet project and just kept bringing them in and in. They were in the Massacre, they were in the Annual, here we're told multiple times to go read them. Augh! Enough! I don't want to read your kiddie book.

Seriously, Power Pack and WCA might be where fnord and I diverge the most on our personal opinions.

Well...they gloss over it, but Julie from Power Pack *does* kill Pestilence. Or at least sets the sequence of events in motion that kill her.

In PP 35, Julie flies right up to Pestilence and knocks her off the horse, and down she goes. Katie tries to save her as she falls, and actually manages to hang onto her until the antenna comes crashing into Pestilence.

So yeah, antenna, Pestilence being a jerk and fithing Katie, etc. etc. etc., but she wouldn't have been falling in the first place if Julie hadn't hammered her.

Pestilence's crash in the underground subway in PP 35 is an earlier battle; not her death. She's chasing Katie, gets distracted, and hits the wall, but she seems to be just fine afterward since she shows up at the ESB a short time later.

Warren has never been as interesting before or since the Archangel period.

Just the other night, I reread these issues for the first time in years. Unlike the previous times I read them, I had actually read the 20ish issues of buildup this time, so the big reveal really felt right. I'm also reading these tie-ins for the first time, and as it usually does, Power Pack surprises me by being perfectly readable. (Haven't gotten to the other three yet, or X-Factor 26.)

No version of the Horsemen has ever had or will ever have the same impact as this group. We have the first X-Man to be corrupted by Apocalypse, into a biblical-themed Angel of Death, and we have three other Horsemen whose powers fit their own biblical-themed names perfectly. Every single further iteration of the Horsemen has seemed like a feeble attempt to recapture this coolness. Woverine was a pretty cool Death, but narratively the story of how he became and was revealed as Death was nearly a carbon copy of this one, and everything else about that story was definitely below this one in quality. And let's not even get into the overkill that was turning Polaris, Sunfire, and Gambit into Horsemen in the same batch.

Those panels where Caliban is just observing and Apocalypse is moustache-twirling during the battle really are quite cool. I definitely never really noticed that in the past. Great stuff.

Hanks down, there are the best x-factor issues up until this point.

The reasons were already pretty much summed up by fnord and everybody in the comments:

- Apocalipse is such an awesome Village

- Angel há a much needed revamp (looks, personality and powers)

- Awesome fight scenes

- End of the deprrssive state of the characters

- Caliban betrayal is portrayed in such an epic way, I didn't even feel bad about it

Top notch

Excuse the typos, my cellphone isnt in english so somethings are corrected automatically

I just re-read these issues again... Good stuff, but! Doesn't Apocalypse come off as just another mutant supremacist here? He has this cool aspect of being accepting of his plans going awry, but in the end, he seems to be a more blood-thirsty version of Magneto. The "agent of strife" thing seems a bit lost...

On the other hand, I prefer this Apocalypse to what was done with him in recent years. I haven't been following the X-books for some time now, but I've read that Apocalypse has been revealed as an agent of the Celestials? And that the Celestials have "seeds" for creating each type of Horseman? And that each Horseman of Death is supposed to become another Apocalypse? *shudders* What nonsense...

BTW. I don't understand Famine's powers... So, she makes Jean emaciated. Is this supposed to be a temporary effect? Because Jean's back to her normal look quite soon.

Well, Jean DID have to eat. But it's odd that Jean's back to normal so soon since in Captain America 339, Famine zaps Nomad and Falcon and they need to be hospitalized. Jack and Sam are heavier than Jean and stronger than her.

Jean had access to food right away and nearly got through to Famine so I don’t think Famine was hitting her full force with her dessicating power. Whereas she went full force on Cap’s buddies and they didn’t have food available like Jean did.

My point is that when you become that thin, getting back to normal weight takes weeks or months...