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159: UXM # 341 - 345 (Shi’ar Problems)

What’s Covered?

UXM # 341 - 345, X-Men Unlimited # 13, Imperial Guard # 1 - 3

Roster Watch

  • This is the new smaller lineup consisting only of Rogue (Leader), Bishop, Joseph, Gambit, and Beast.

  • For the first time, Rogue has moved into the leadership role.

  • The Phalanx are the Villains

  • Trish Tilby, Guardian, and Deathbird are the allies.


Since this entire arc deals with the Shi'ar, I'll give you a Shi'ar primer. The Shi'ar is a gigantic interstellar empire led by Empress Lilandra. Lilandra spent years in a relationship with Charles Xavier. She spent years with the Starjammers (Space pirates led by Cyclops' displaced father) as she tried to reclaim her throne, which was stolen by her sister, Deathbird. Lilandra reclaimed her throne several (publishing) years ago and now her sister Deathbird serves by her side as the regent of the Kree. Deathbird is still pretty devious and is constantly plotting to overthrow her sister, however Lilandra honors her by placing her as the regent over the recently conquered Kree empire. The leader of the Shi'ar (whoever that may be) is protected by Guardian and his Imperial Guard, which is a hodgepdoge group of alien superheroes (most associate them as a Justice Society counterpart).

X-Men Unlimited # 13: Silver Surfer

Creative - Perez/Gonzalez/Rouleau

Phoenix, Binary, Cyclops, Beast, and Bishop walk into a bar. I mean they are in space.

Binary is Carol Danvers, the original (female) Captain Marvel. Shortly after becoming de-powered, she was raped and forced to give birth to her rapist's child, which was him re-born. (Don't ask, just read about it in Avengers Annual # 10 covered in 12: UXM #143 - 148 (It’s All About the Girls!) Chris Claremont had her as a human guest/ally with the X-Men for a while until her inner power was brought to the surface and she was re-born as Binary, a solar powered juggernaut. She chose to leave the X-Men and stayed with the Starjammers for a while.

Back to this story arc, everyone gets kidnapped by the Shi'ar except for Binary, who flies off, out of control. Deathbird is attempting to kill the X-Men, but Lilandra steps in at the last minute and stops it. The Silver Surfer is told that he previously destroyed Zenn La, his home planet.

Is it me, or is it odd that Silver Surfer finds out in a random X-Men comic (a comic he's never appeared in before) that his home planet was destroyed!?

To make a (too) long story short, a new alien group called the Inciters took over the Silver Surfer and Binary but were eventually stopped by the SS, XM, Binary, and the Shi'ar working together.

Imperial Guard # 1 - 3

Writer - Brian Augustyn

Pencils - Chuck Wojtkiewicz

I realized pretty quickly that this is not mandatory X-Men reading so I'll just get to the point. With the disappearance of Earth's mightiest heroes (Onslaught), Empress Lilandra sends the Imperial Guard to protect Earth. They spend 3 issues in disguise, helping the remaining Avengers, and running into some rogue Kree. NEXT.

UXM # 341 - 342: Gladiator vs. Cannonball

Writer - Scott Lobdell

Pencils - Joe Madureira

UXM # 341 opens up as a major homage to X-Men # 98, with the team ice skating in front of 30 Rock around Christmas time. (Check out 4: X-Men (Volume 1)# 97 - 101 (The Phoenix) to learn more about XM 98). Beast is on a date with Trish Tilby, which I appreciate, but also seems a bit out of left field as these two are usually just shown arguing.

Gambit blows off Rogue since three's a crowd. She also wants to hang out with Joseph so Gambit would rather peace out. Joseph uses the alone time to levitate a horse and carriage through the sky and then he has them land on the Empire State Building.

I think this is cute and endearing, but I have a few questions. At one point Joseph asks the carriage rider to take them to the Empire State Building. How would that work? Isn't he the one controlling it? Does the horse nudge them in a certain direction. Then, Joseph leaves the horse and carriage on the top of the building. How do they get down!? Lol, I know none of this is important but I couldn't stop feeling bad for the poor carriage driver.

Joseph further impresses Rogue by bringing the remains of the Z'Nox chamber above them, which effectively nullifies her mutant powers and allows him to kiss her on the forehead.

Ok, ok...I'm sorry. I have a few more questions. Does Joseph just leave this gigantic metal contraption floating near him at all times in case he happens to get some alone time with her? Also, he says that the chamber works because it suppresses psychic activity and stops her from taking the mind and memories of others. would still suck their life force and powers, right? Ok, one more gripe. All this, just to kiss her on the forehead. I mean, I really do appreciate that he's being a gentleman and respecting her confused feelings, but I guarantee that if Rogue hasn't kissed anyone since Cody (her first BF), she would probably want to make out for a bit whether she was going to pick Joey or not. I mean...right?

Ok, Let's move on. So Guardian (The Superman lookalike from the Imperial Guard) is ordered to stay on Earth, but he knows the Shi'ar are in trouble so he decides to send the X-Men. He shows up and what better way to prepare the X-Men than to literally try to kill Cannonball. I'm going to leave my negativity here though because the rest of this fight is actually awesome.

Guardian is "nigh invulnerable" himself, but Sam's blast field makes him one of the few people who can "hang" with him in a brawl. This is really well drawn and is actually my favorite use of Cannonball since joining the team (I've really been wondering why they even bothered). We learn a tidbit about Guardian that his power and invulnerability really comes from his self confidence, so Sam beats him by using his blast field to push the force of Guardian's attacks back at him. This then shakes Guardian's confidence, which allows Sam to start gaining the upper hand.

As a quick aside, this seems like one of those random retcons/additions that writers sometimes add in to make their storytelling easier. I WILL be watching this over the next 26 years of X-Men comics to see if this particular plot point about his powers remains.

Wow, this section is getting long. Time to pick up the pace.

So basically Guardian still deems the X-Men worthy and teleports Beast, Gambit, Rogue, Joseph, Bishop, and Trish to outer space. After a few space shenanigans, they come across a large Shi'ar Space Station which has been destroyed. All of the Shi'ar are dead, with one exception. Bishop finds an injured Deathbird.

UXM # 343 - 345: Shi'ar vs. the Phalanx

Writer - Scott Lobdell, Ben Raab (Script, #345)

Pencils - Joe Madureira (343, 345), Melvin Rubi (344, 345)

We learn that the force here who decimated the Shi'ar is none other than the Phalanx.

As a reminder, we first encountered the Phalanx as Warlock (the future New Mutant), landed on Earth In New Mutant # 18 (covered here). Warlock, and his father Magus (covered here) were part of the original iteration of Phalanx, presented as black and gold. This iteration was mostly focused on their own issues and battling amongst themselves. Later, we saw another version of the Phalanx during the Phalanx Covenant (coverage started here) which still looked mostly black and gold, yet were focused on taking over the Earth. Here, we see a new version of the Phalanx which presents as black and red, hell bent on assimilating the entire universe.

The Phalanx attack Deathbird and capture Gambit, Rogue, and Joseph. Rogue is being transmoded into their collective. As she is dying, she says that Gambit is her true love. At the last moment, Gambit shows up and saves her by powering up one of the units with his kinetic energy.

These Phalanx drop some exposition, teaching us that they are the pure Technarchy, with the previous incarnations being impure foreguardians. We also learn that they retain all prior knowledge from past encounters.

The Phalanx destroy a royal cruiser, however the X-Men planned on this and escape, alongside Deathbird in a pod. Meanwhile, Deathbird are flirting away and I'm totally shipping them (which I'll get into more later).

Deathbird and Bishop discover that the Phalanx are truly after a pod of female bird people baby eggs, which is how some of the Shi'ar reproduce (but not all, because at one point DB gets pregnant). They are all able to buy enough time to allow Beast to procure a method of separating the Phalanx's organic and synthetic body parts, essentially killing them. Crisis over.

After all is saved, Lilandra throws a banquet to celebrate the X-Men saving the Shi'ar empire. Some of the team members don't agree with this custom, such as Joseph thinking they should be in mourning and Gambit preferring instead to help bury bodies.

There's some flashes of setup for Operation: Zero Tolerance, which is right around the corner. Robert Kelly asks Peter Guyrich if they have gone too far allowing Bastion to carry out his plan. Guyrich says that the Legacy Virus, Onslaught, and the assassination of Graydon Creed has made the government open to mutant eradication.

My Connections

If you've been following this blog, you know that my largest focus is on how the team's change over time. You also know that I am literally going in blind right now as I don't have a clue what happens with the X-Men in comics after the early 90's. Well, I didn't realize how much I was struggling with the gigantic roster until we finally have a comic where the roster is trimmed down. So my hot take, I like the story better when there is more focus on fewer characters. That should seem obvious in hindsight, but regardless, I really liked this arc and probably just because we got lazer focused on a few characters. Let's keep it up! Also, this team is loaded with some of the strongest X-Men.

The Silver Surfer joins an X-Men comic. This is significant because it's part of a growing trend with the X-Men being more and more involved with the larger Marvel Universe. They have been primarily in their own silo for 30 years. I'm assuming this is the result of A) the Avengers and Fantastic Four missing and B) the X-Men being sales leader, so editorial is pushing to expand readership to other comics. the Phalanx...the Borg now? They learn from every fight and adapt, they are looking to absorb all organic life into their consciousness. Star Trek TNG was huge in 1997. They are totally a Borg clone, right?


Not much to say here other than I see Ben Raab getting some scripting duty, which I believe is a precursor to him taking over a future X-Men line.

Character Beats


Rogue has taken over the leadership position for the team. I like the way they handled this as they didn't hit us over the head with it by saying "I guess I'm Team Leader now." And they didn't ignore choosing a new leader of this new, smaller team. I can't find the exact quote, but Rogue basically says something like "Since when did I become...nevermind, let's do this." Something like that. I like it.

It's also significant that she is becoming the leader over the Beast. Beast is clearly the smartest team member. He even comes up with most of the strategy in this arc. He's the oldest member, I think. He at least has the most seniority being one of the original 5 X-Men. And most importantly, he's actually stepped into an official leadership role not too long ago while Scott and Storm were gone. So choosing Rogue here is a statement, both by the team and by Lobdell. And you know what, it feels earned.

Rogue had a big leader moment here that was in a quieter moment. Bishop was struggling with feeling alone and being without distraction, and she comes over and provides emotional support. This did not feel like a stretch because we've seen her with good soft skills with Iceman, Gambit, and especially Joseph/Magneto.

***When Rogue is comforting Bishop, she is able to touch him due to a special Shi'ar shield. That's two methods of Rogue being able to touch someone in a single arc. I'm gonna guess that Lobdell is over this plot point and we might see this part of her powers disappear altogether soon. Remember in the early Claremont era when Rogue would consistently take the powers of multiple team members and then fight badasses (like Nimrod) as a chimaera? I wouldn't mind seeing that again one more time.


Bishop is continuing his arc of feeling alone, as mentioned above. In the beginning, Beast invites him to join him and Trish for dinner and he comes right out and says that he would prefer to be alone. I feel like this makes sense for the character, but it's also a cry for help from Lobdell. This new character has finished out his arc, now I don't know what to do with him. I wouldn't be surprised if he gets written out before too long.

And just as you assume Bishop is worthless, he goes and finds a spark from Deathbird, of all people. These two are clearly into each other and in my head cannon, they banged off screen.


Soooo, Joseph is going bad? This isn't subtle at all people. First, he just happens to find a space suit that looks like Magneto's outfit. Then, he gets triggered by the Phalanx/Shi'ar massacre as he starts thinking about Nazi concentration camps. He decides to take this to the extreme, and never let another genocide take place. But when he loses his mind and intervenes, he also gets a little racist:

“We are much more than human, Phalanx. We are homo superior. We will stand against you where other, lesser races have fallen.”

Later, he freaks out that the Shi'ar aren't mourning their dead.

Finally, some dude goes after the sister who nursed Joseph back to help. Another mutant dude kills the first with slugs to save her. Not sure where this is going, but buckle up and keep your eyes peeled.

Love Triangles

I don't really like love triangles. They can work, but for me they need to end fast. When they get drawn out, it gets tiresome. I'm getting very close to getting annoyed by the Rogue/Joseph/Gambit love circle, however there may be hope.

Rogue says she loved Gambit as she is transmoded by the Phalanx. So...hopefully this is the end of the will they/won't they and these two will just get back together.

Beast (and Trish)

I really like this version of Trish...but this isn't really Trish. Trish is more serious, has shorter hair, and she is often fighting with Beast. Here she is sexy, long hair, cracking jokes, lighthearted, and calls Beast "Blue." These are all super fun things, but it isn't Trish. I don't know how I feel about it.

Not much happens here with Beast himself outside of his relationship with Trish, which is apparently back on track.

Guyrich and Kelly

One last character beat to track. Peter Guyrich has bounced back way too many times between being a straight up mutant hating Nazi and a relatable, empathic character. I guess he's a Nazi again.

I don't even know what to think about Kelly. I get his appearances here and in the animated show confused. It also seems like this guy has been around forever. Are you still a presidential candidate, 15 years later? Did you become President? Are you even still a Senator? I think he should have just stayed out.

My Rating - 9/10


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