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Marvel Database

Quote1.png We were lucky Reed, if the Skrulls had launched a full-scale assault ... Quote2.png
Captain America

Appearing in "X-Factor"

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Supporting Characters:


Other Characters:




Synopsis for "X-Factor"

Spider-Man is swinging through New York City when he spots the stretched out body of Mister Fantastic, defeated in his battle against Gladiator of the Shi'ar Imperial Guard. Reviving Richards, Spider-Man learns of the battle he just fought. Spidey agrees to lend a hand and swings Reed to the location of the fight. There they see Gladiator being approached by what appears to be Cyclops, Storm, Colossus and Nightcrawler of the X-Men. When the "X-Men" suddenly attack, Gladiator is confused, as the last time he fought alongside the X-Men, and begins to wonder if they are in league with the Skrulls. While not far away, the Human Torch revives from his thrashing at the hands of Gladiator. Remembering how the Thing was crushed under a bus, Johnny rushes to his aid and melts through the bus to get to him. Unable to do CPR for Ben due to his unique physiology, the only thing that he can think to do is generate heat to keep the Thing's body temperature up in order to prevent shock.

While high above in the Baxter Building, young Franklin Richards tries to revive his mother following her brush with the Shi'ar warrior. She comes around just as Spider-Man and Mister Fantastic arrive. When Sue explains how Gladiator was able to fight through her invisible force fields, it causes Reed to figure out how their foe's powers work. As Reed and Sue rush off to work a plan, Spider-Man decides to return to the battle down below to see what he can do. Not far away at a nearby cafe, Steve Rogers is spending time with his girlfriend Bernie Rosenthal, who is still getting used to the idea that her boyfriend is secretly Captain America. When a piece of debris from the battle outside comes crashing through the window, Steve gets Bernie to safety before slipping away to change into Captain America. He arrives at the scene and sees what he believes to be a battle between the X-Men and Gladiator.

As Gladiator and these "X-Men" battle it out, "Nightcrawler" gets into danger and is pulled away by Spider-Man. However the wall-crawler is shocked when he is attacked by the man who he just tried to save, and the strange language he is speaking. "Nightcrawler" manages to knock Spider-Man to the ground and is about to sink his fangs into the heroes throat when he is suddenly knocked aside by Captain America's shield. As Cap deals with "Nightcrawler", "Colossus" manages to sneak up behind him, catching Cap off guard. As Cap battles "Colossus", Gladiator fends himself against "Cyclops". Not far away, the Torch succeeds in reviving the Thing who is more than eager to return to battle. As the Thing and the Torch enter the battle, radio reports of the fight reach the home studio of Alicia Masters, the Thing's girlfriend. Hearing of this latest battle upsets Alicia, who begins to wonder just when they will be able to have a relationship that isn't rife with fear from attack by one of the Fantastic Four's enemies.

Back at the Baxter Building, Reed is toiling away at his mento-projector, telling Sue that he has determined the secret behind Gladiator's super-human powers, confident this device will help him defeat their enemy. While down on the streets, the battle rages on. As Spider-Man revives he is surprised to see "Nightcrawler" slip behind a wrecked car and "Angel" emerge. Going to investigate the other side of the vehicle, he finds no trace of "Nightcrawler" anywhere. "Angel" then joins "Storm" and tells her to toss him one of the weapons she is using to attack Gladiator. They then bombard him with the radioactive energies of the weapon. When the Torch comes in to see if he can lend a hand, he is shocked when "Angel" suddenly attacks him. As Reed and Sue rush to the scene, "Cyclops" blasts the Thing, and having felt Cyclops' optic blasts before, knows he is not facing the leader of the X-Men. The truth comes out when "Angel" tries to toss a piece of debris at the Torch. Johnny dodges the sharp weapon and it instead impales "Cyclops", as he falls down dead he reverts to his natural form, revealing these "X-Men" to be Skrulls in disguise.

Mister Fantastic pulls "Storm" away from Gladiator and faces him. When the Shi'ar warrior tries to strike Reed, he is shocked when the blows do nothing against his foe, even his optic beams have no effect. When his confidence is severely shaken, Reed commands Sue to attack and she manages to knock out Gladiator with an invisible battering ram. As it turned out, the "Reed" that Gladiator was fighting was really Captain America, disguised by Reed's mento-projector, dodging the alien's blows with his indestructible shield. Cap explains that Gladiator's powers are psionic in nature, and that they are based on his own faith in his powers. When Reed was able to successfully shake Gladiator's confidence, it left him vulnerable to Sue's sneak attack.

With Gladiator taken care of, the Fantastic Four and their allies make short work of the Skrulls posing as the X-Men. Gladiator comes around shortly thereafter and the truth is revealed to him. Realizing the error that he has made, he sheepishly tells the Fantastic Four that he will take the Skrulls into custody. As Gladiator leaves with his prisoners, the Thing surveys the damage asking who is going to pay for all the damage done.

Appearing in "Another Marvel Masterwork Pin-Up"

Featured Characters:

Synopsis for "Another Marvel Masterwork Pin-Up"

One page pin-up of the Fantastic Four and Franklin.


Continuity Notes

  • When Reed tells Spider-Man about how Gladiator thinks the Fantastic Four are really Skrulls in disguise, he mentions the last time the Skrulls tried that trick back in Fantastic Four #2.
  • Obviously these are not the X-Men, who were in outer space fighting the Brood at the time of this story as seen in Uncanny X-Men #161167.
  • Spider-Man makes reference to allowing the The Electric Company use his likeness on their television show. The Electric Company was a children's television program that aired from 1971-1977. Marvel did a licensing deal to have Spider-Man appear on the show in segments called "Spidey's Super Stories" from 1974-1977. A spin-off comic book series ran from 1974 to 1982. These adventures have been indexed to Earth-57780. Typically these sort of cultural references would be considered a topical reference per the Sliding Timescale of Earth-616, but such a specific reference is a matter of interpretation given that Marvel content creators are usually not subject to the Sliding Timescale when they appear or are referenced in Marvel titles.
  • Gladiator mentions the time he pitted his strength against Colossus. This happened in X-Men #137 when the X-Men and the Imperial Guard fought over the fate of the Phoenix.
  • Obviously when "Nightcrawler" changes into the "Angel" it is another hint that these are not the X-Men. At the time of this story, the Angel was not a member of the X-Men as he had recently quit the group in Uncanny X-Men #148 over his inability to work with Wolverine.
  • The Thing comments on how he has previously felt the optic blasts of Cyclops. The Thing first got a taste of Cyclops' mutant power when the Fantastic Four first fought the X-Men back in Fantastic Four #28.
  • Johnny mentions how only the Super-Skrull was able to mimic super-human powers. As revealed in Fantastic Four #18, the only Skrull with super-powers is the Super-Skrull who gained his powers by artificial means. At the time of this writing, the Skrulls have been trying to crack the secret of gaining powers without the aid of technology, as seen in New Avengers: Illuminati (Vol. 2) #1.
  • Captain America is relieved that there wasn't a full on Skrull invasion of Earth. These words proved prophetic, as none are aware that the Skrulls have been planning exactly that following the events of the aforementioned New Avengers: Illuminati (Vol. 2) #1. This Secret Invasion would not see fruition until many years later as seen in Secret Invasion #18.

Publication Notes

  • DeFalco is credited as script editor and Salicrup as plot editor.

  • This issue contains a letters page, Fantastic Four Fan Page. Letters are published from W.K. Mimbu, Bill D. Middleton, John A. Wilcox, Beverly Ramsgate, Jim Gough, Gerald Brown, verde, and David Bretter.

See Also

Recommended Reading

Links and References

  • The Grand Comics Database: Fantastic Four Vol 1 [1]


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