Marvel Database

Due to recent developments, please be aware that the use of large language model or generative AIs in writing article content is strictly forbidden. This caveat has now been added to the Manual of Style and Blocking Policy.


Marvel Database

Quote1 Hear me, X-Men! No longer am I the woman you knew! I am fire! And life incarnate! Now and forever -- I am Phoenix! Quote2
Dark Phoenix

Appearing in "Too Late, the Heroes!"

Featured Characters:

Supporting Characters:


Other Characters:

Races and Species:




  • X-Men's Skycraft

Synopsis for "Too Late, the Heroes!"

Continued from last issue.

All seems lost for the X-Men. Having been defeated in a psychic duel with Mastermind, Cyclops had collapsed to the floor as if dead at the end of last issue. But instead, he manages to regain consciousness, albeit as a prisoner still, while Wyngarde gloats that he has permanently severed the link between Scott and Jean. As if to confirm this, Jean (as the Black Queen) just stares at the assembly, coldly and silently.

But just as it seems there is no hope, Wolverine bursts through the door tossing off guards as he goes. Wyngarde orders Jean to attack Wolverine. Although she pretends to comply, her attack on Wolverine is merely a distraction while she unlocks the ruby-quartz muzzle on Cyclops’s head, loosens his shackles, and re-establishes their rapport. In short order, Cyclops pummels the muzzle with his optic blast, which causes it to fly off his face and clock Pierce in the back of the head. Cyclops next blasts Leland, knocking him through a door, over a banister and down to the floor of the ground level -- right into the middle of the gala. He then quickly blasts the shackles off his team-mates, freeing them.

A cocky Shaw is ready for a fight. He reminds Cyclops that any attack on him only makes him stronger. But Cyclops surprises Shaw; instead of attacking him directly, he blasts at the floor beneath him, sending him falling out of the room. Pierce is rattled by Shaw’s sudden disappearance and Colossus (still in human form) grabs hold of him. Pierce proves too wily for him to hold, though, and leaps through the hole in the floor as well. Cyclops then orders Colossus to go after Pierce while sending Nightcrawler and Storm after Shaw.

Since Jean is no longer “attacking” him, Wolverine turns his attention to Leland for a rematch, lunging at him from above. Panicking, Leland directs his mass-increasing powers on his attacker, oblivious to the fact that he is directly above him. Leland’s maneuver sends both men crashing through the floor beneath them.

Witnessing the battle, Mastermind decides to use his illusion-based powers to hide by literally blending in with the woodwork.

In a secret passageway, Nightcrawler and Storm have caught up to Shaw. Having adjusted to Shaw’s own ability to absorb kinetic energy directed at him, the pair of heroes use alternate methods of attack to keep him off-guard.

The disturbance at the Hellfire Club does not go unnoticed; authorities are called in. An alert even goes out to Avengers Mansion, where it just so happens that the Beast is on monitor duty. The alert states that the X-Men are on the attack at the nearby club. Confused, he erases the record of the call and heads out to investigate on his own.

Colossus catches up to Donald Pierce and gets into an arm-wrestling match with him. His strength proves greater and he crushes Pierce's mechanical arm. Pierce shoves his broken arm into Colossus’s face, shocking him long enough to allow him to escape. Before he goes, however, Pierce reveals his anti-mutant bigotry by denouncing Colossus as a freak. Alone, Colossus laments his carelessness.

In the ballroom, Cyclops tries to calm the party goers down. But Mastermind uses his illusory powers to make them think that he is attacking them. Just then, the rising floodwater in the sewer below the club submerge the exposed power cables (Wolverine slashed open their insulation in issue Vol 1 132) and cause the lights to go out in the club. Wolverine sneaks up on Cyclops in the dark. When Cyclops inquires about Leland, Wolverine curtly tells him, “Don’t ask.” Cyclops then tells him to gather up the other X-Men while he looks for Jean.

Elsewhere, Nightcrawler assaults Shaw by “juggling” him, but Shaw eventually gets the drop on him. Shaw (stripped from the waist up at the moment) is completely unprepared, however, when Storm creates a micro-blizzard, threatening to freeze him to death. He still manages to get away but realizes he doesn’t have the strength left to continue fighting. A frantic Pierce meets up with Shaw and the two villains concede they’ve been beaten.

With everyone else preoccupied with fights elsewhere (or so it seems), Mastermind comes out of hiding, intent on fleeing from the Club. But an unusually intense Jean has been lurking nearby, waiting for him to reveal himself.

In the ensuing confrontation, Jean acts fundamentally different. She is profoundly altered in an alarming way. Despite nominally being aligned with the X-Men once more, she is cold and vicious in her actions. A terrified Mastermind is forced to confess that the White Queen devised a “mindtap mechanism” to enable him to access Jean’s mind. Although she is darkly amused, she destroys the device. As punishment for his actions, Jean gives Mastermind what he wanted all along: power. Opening up his mind to the vastness of the universe, she floods his consciousness with more information than a normal human mind can comprehend. Thus, Jean causes Mastermind to completely shut down and she leaves him in a drooling, catatonic state.

Cyclops finds Jean and immediately senses something is gravely wrong with her. The rest of the X-Men assemble and the team run for it. Watching them go from the window, Shaw vows to ruin the X-Men's public image and turn them into public enemy number one.

The X-Men board a small hovercraft they left hidden at the bottom of the Central Park reservoir. Cyclops is in a hurry to get Jean to Professor X, realizing that something is very wrong with her. Meanwhile, Jean feels herself succumbing to the dark forces that Mastermind has unleashed within her.

From the air, the X-Men see a veritable army of police cars converging on the Hellfire Club mansion. They are then startled to see Jean, now in a darker version of her Phoenix attire. It’s clear that Jean’s mind has been overtaken by the dark side of the Phoenix force.

Suddenly, the X-Men's hover-craft explodes in mid-air.

This story is continued next issue.


  • The cover of this issue references the cover of X-Men #100.
  • This is, of course, not the last the X-Men would see of the Hellfire Club. But certain particular plot points would get followed up on in future storylines. Donald Pierce's comments about "being more human than [Colossus] ever will" betrays his secret revulsion of mutants. Pierce will eventually be expelled from the Club and he (as well as the guards Wolverine battled yesterday) will join the Reavers, a team of cybernetically-enhanced humans with genocidal goals. Mastermind, driven insane by Phoenix's attack this issue, will seek "revenge" against the X-Men in a storyline involving the introduction of Madelyn Prior.
  • In this issue, Sebastian Shaw becomes the first person to refer to Storm as a "weather witch", a "Claremontism" (bit of dialogue that writer Chris Claremont would re-use frequently) used mainly in the pejorative (i.e., as an insult).
  • Jean performs a psionic lobotomy on Mastermind, which is exactly the type of attack that Phoenix prevented the White Queen performing on Storm in X-Men #131. In fact, Jean's dialogue during her confrontation with Mastermind is very similar to how Emma Frost herself spoke. It's possible that the White Queen was meant to foreshadow the personae that the evil Jean Grey would adopt.
  • This is the second time that the Beast has gone AWOL from the Avengers (the first in Marvel Team-Up #69 at the behest of Lorna Dane) to aid his former team-mates, the X-Men. Like the last time, there are no apparent repercussions from his meanderings; Fantastic Four #286 implies that he will explain what happened to his Avengers teammates.


See Also

Recommended Reading

Links and References