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Appearing in "Castles in the Air!"

Featured Characters:

Supporting Characters:


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  • Professor Power's flying base

Synopsis for "Castles in the Air!"

Professor Power has just defeated Spider-Man and the X-Men. The police have just arrived on the scene and attempt to gun down Power. Unfortunately, the bullets bounce off Professor Power harmlessly, he then blasts the officers away. Meanwhile, Richard and Mary Parker have left the scene of the battle.[Continuity 1] Mary is worried about their son's safety, but Richard reminds her that their son is a full grown adult and a crime photographer, and they should trust his ability to keep himself safe. Back at the scene of the battle, Professor Power continues to hold off the police until his massive flying castle arrives on the scene. When his Centurions arrive on the scene, Professor Power tells them to only take the mutants, saying Spider-Man was just a brave warrior whom he has no quarrel with.[Continuity 2]

When the members of the X-Men recover, they find themselves trapped in an energy cube within Power's castle. When Cyclops tries to blast through it with his optic blasts, but they are deflected back at the X-Men. That's when a holographic image of Professor Power appears before them. Power tells the X-Men that he is taking them back to Westchester where they will be forced to witness the destruction of Professor Xavier's School for Gifted Youngsters. He also intends to take Xavier prisoner and make him watch him kill all of his original students, one by one. The whole point is to make Xavier watch the death of his children, as he watched the death of his own son. Growing emotional, Power turns off the projection and looks at himself in a nearby mirror. Instead of seeing his current form, he only sees his original, withered body. He thinks about how he was recently defeated at the hands of the US Agent, and forced back into his original body and his son's body buried.[Continuity 3] Then, when his original body was destroyed, a failsafe transferred his mind back into Matthew's body.[Continuity 4] There he waited until technicians dug up his son's body and repaired the cybernetics. Furious at what has happened to his son's corpse, Professor Power punches the mirror, shattering it.

Hearing a crash, one of the Centurions enters the room to check on his master. Furious at being interrupted, Professor Power orders him back to his post. The Centurion complies, however, there is more to this guard than there appears to be. Going to the room where the prisoners are being kept, this soldier makes the two guards suddenly pass out. This guard is ambushed from behind by Spider-Man, but he quickly learns that it is really Jean Grey in disguise thanks to an image-inducer. Both had come to rescue the other X-Men, and as they try to figure out how to get Cyclops and the others to get free, the alarm goes off. With an army of Centurions storming into the room, Spider-Man holds them at bay while Jean uses her telepathic powers to free her teammates. Ultimately, Spider-Man defeats all the soldiers while Jean frees her friends. That's when Professor Power enters the room. He is furious that Professor X refused to save his son and demands that someone pays for Matthew's death. Spider-Man tries to relate to Professor Power, as he knows what it is like to lose someone you love. He then tries to convince Power to let go of his hate, as it is the only way to move on with his life. It works, briefly, as Power pulls back and blasts Spider-Man aside.

That's when the X-Men ambush Professor Power, although the combined powers of Cyclops, Archangel, Iceman, and the Beast stagger the foe, it is Jean Grey's mental powers that win the day. She forces Power to face the reality that he been using Xavier as a scapegoat, and how his son bravely sacrificed his life in order to earn the love of his father. Forced to confront the reality of the situation, Professor Power falls into a catatonic state. Although Spider-Man and the X-Men are victors, they soon realize, to their horror that it was Professor Power who was keeping his flying castle afloat. With Power catatonic, the castle begins to plumet from the sky.

Solicit Synopsis

Can Spider-Man and Jean Grey rescue the X-Men from Professor Power?


Continuity Notes

  1. These are not the real Richard and Mary Parker, but impostors as revealed in Amazing Spider-Man #388. The real Richard and Mary Parker were killed in action decades earlier, as seen in Amazing Spider-Man Annual #5.
  2. Professor Power blames Professor X for the death of his son Matthew, a jaundiced view of the events of Marvel Team-Up #118.
  3. US Agent defeated Professor Power in Captain America #338.
  4. Professor Power's original body was destroyed in Iron Man Annual #13.

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