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X-Factor (1986 series) #38

Mar 1989 on-sale: Nov 22, 1988

Louise Simonson
writer
 |  Walter Simonson
penciler

X-Factor (1986 series) #38 cover

Story Name:

Duet


Synopsis

X-Factor (1986 series) #38 synopsis by reviewer Anthony Silvestro
Rating: 4.5 stars

Story continued from Uncanny X-Men #242.

The X-Men and X-Factor face down the Goblin Queen as she holds Jean Grey captive, ready to sacrifice baby Nathan to accomplish her goals! Madelyne blames Jean for stealing Cyclops away from her, as he pleads for her to punish him if she must, but to let the others go. Instead, she sends her demons to attack the two teams, and in their zeal, many X-Men both past and present end up tripping over each other and getting in each other’s way. This almost causes a fight to break out between the two teams once more as Wolverine and Archangel aim to attack each other, but Cyclops and Storm shut it down before turning on each other. The two tell each other to control their respective team, before Storm sends a gust of wind to blow Cyclops into the air, accusing them of being mutant hunters! Cyclops tries to explain that that was their cover story at first, but that they actually helped the mutants they “hunted” and that it’s been over for months. The Goblin Queen watches the fight between the two leaders and muses about when they faced each other before (in Uncanny X-Men #201). She reveals that her nascent powers had subtly influenced that fight, unknown even to her at the time, and that Storm’s victory over Cyclops was in fact hers, and just what she wanted!

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When Storm tells Cyclops that they saw no footage of any change of behavior on their part, he asks her who exactly provided that footage? Storm then realizes that it was Madelyne, being the one who operated their computer systems, and wonders if perhaps she was manipulating and betraying them even then! Cyclops and Storm both attack the Goblin Queen and she uses her demon pet as well as her own powers to block their attacks. Madelyne then uses the telepathic haze as a result of the inferno spell to manipulate Dazzler and Longshot into attacking Archangel for her. She tries to manipulate Archangel and turn him to her side too, absorbing some of his negative energy and using it to increase the size of the already growing Empire State Building, to act as the bridge between limbo and earth! While Cyclops can’t bring himself to attack her too fiercely, she decides things need to end soon, and sends Havok to take care of his brother! At that moment, Archangel is able to sever the energy bond keeping Jean as the Goblin Queen’s prisoner and the resulting energy backlash clears Wolverine’s head.

 Meanwhile, Storm and Rogue incapacitate Dazzler and Longshot, still under Madelyne’s control, while Cyclops and Havok square off. With Jean now free, the Goblin Queen encases the two of them in a telekinetic energy field while using baby Nathan to shield against her attacks! Madelyne reveals the truth about herself to Jean, how Mister Sinister cloned her from Jean’s DNA, as the X-Men and X-Factor find their attacks absolutely useless against the force field. As Havok stands poised to finish Cyclops, Archangel instinctively attacks Havok with his paralytic wing spikes, knocking him off the building! Fighting against both Apocalypse’s and the Goblin Queen’s influence, he swoops down and saves Havok. Inside the energy field, Madelyne shows Jean the extent of their connection, and the memory she acquired from Jean of when her friend Annie Richardson died. Jean realizes it must have been the Phoenix’s doing! When Phoenix sacrificed herself on the moon, the bit of Jean’s essence it borrowed made its way back to her, buried at the bottom of the ocean, but after seeing what it had done, she rejected it! With nowhere else to go, it circled the globe until it found Madelyne, and awakened her and her powers!

Outside, the two teams try and figure out a way to take down the force field. They come up with the plan to have Madelyne stretch her control thin, and then hammer at a specific weak point with everything they have, and convince Havok to go along with their plan, to try and rescue Madelyne. Inside the energy field, Jean’s and Madelyne’s minds meld, showing everything that led Madelyne to this point. She shows how Sinister set her up to find Scott, how they fell in love, and produced a child, all a part of Sinister’s plan. Jean then reveals that even after he found out she was alive, Scott went back to return to Madelyne but she was already gone, Sinister having erased every record of her existence. Madelyne then recounts how she took a flight job, secretly set up by Sinister, in order for his Marauders to capture baby Nathan and kill her. They failed and she was found by the X-Men, leading her eventually to this point. Outside, Psylocke checks on Longshot, in a deep depression of guilt over how easily he was manipulated. She reminds him of the babies that need help, and he’s able to use his luck to pinpoint the exact spot everyone needs to focus their attacks!

Madelyne can feel them starting to get through, as she reveals that she manipulated what the X-Men saw about X-Factor, leaving only the most negative reports. Feeling like her revenge is all she has left, Madelyne plans to act as a bomb, to take out everyone who’s wronged her. Jean tries to get through to her, but Madelyne doesn’t want to hear it. As the two teams breach the force field, Madelyne prepares to sacrifice baby Nathan! Cyclops desperately grabs him, getting blasted in the process and Madelyne decides that the only way to finish things is to kill everyone there, including herself! She overloads, expelling all the energy she has left, as X-Men past and present work to protect each other. With Madelyne and Jean still linked, as Madelyne fades, she tries to take Jean with her. Madelyne dies, and the piece of Jean’s essence that the Phoenix Force bestowed upon her reaches out to Jean, offering to save her. Realizing she has no choice if she wants to live, Jean accepts what she once rejected, becoming whole once more and at the same time ending the inferno spell. As everything returns to normal, Cyclops cradles his son and mourns Madelyne. The two teams try to pick up the pieces, and decide they need to track down the final loose end, the one who gave life to Madelyne in the first place, Mister Sinister! To be continued!

Story continued in Uncanny X-Men #243.

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Characters
Good (or All)
ARCHANGEL  
Archangel
(Warren Worthington III)
BEAST  
Beast
(Hank McCoy)
COLOSSUS  
Colossus
(Piotr Rasputin)
CYCLOPS  
Cyclops
(Scott Summers)
DAZZLER  
Dazzler
(Alison Blaire)
HAVOK  
Havok
(Alex Summers)
ICEMAN  
Iceman
(Bobby Drake)
PSYLOCKE  
Psylocke
(Betsy Braddock)
ROGUE  
Rogue
(Anna Marie LeBeau)
STORM  
Storm
(Ororo Munroe)
WOLVERINE  
Wolverine
(Logan)
XMEN  
X-Men
(Xmen)
Plus: Nathan Summers (Baby), X-Factor (Xfactor).

Antagonists
GQMP  
Goblin Queen
(Madelyne Pryor)

> X-Factor (1986 series) comic book info and issue index



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Main/1st Story Full Credits

Walter Simonson
Al Milgrom
Tom Vincent
Walter Simonson (Cover Penciler)
Walter Simonson (Cover Inker)
Unknown (Cover Colorist)
Additional Credits
Letterer: Joe Rosen.



Review / Commentaries


reviewer
X-Factor (1986 series) #38 Review by (June 3, 2026)

Review: This issue was much more important to the overall story than the last X-Factor part, not least of which because of the climactic showdown between Jean Grey and Madelyne Pryor! Just like the last part in Uncanny X-Men #242, a ton of stuff happens in this issue while also managing to feel a little bit stretched. While there are a lot of little details and things that happen, the overall summary is rather simple. While the two teams fight more demons and butt heads with each other, the centerpiece of the issue involves the aforementioned showdown between Jean and Madelyne. It essentially goes through Madelyne’s entire history up until that point, and while it mostly shows us stuff we’d seen already, it fills in enough gaps about certain things to be very important still. Most important of these details being the fact that the piece of Jean’s essence that the Phoenix Force borrowed was what woke Madelyne up, and explains why Jean has felt not quite complete throughout X-Factor’s run so far. This is rectified when Madelyne dies (or does she?) and the piece of Jean’s essence returns to her (in a pretty epic sequence). While I still don’t love the “Phoenix wasn’t actually Jean” retcon, it is a good way to spin things with Madelyne in a way that makes serendipitous sense.

Some of the other details provided don’t feel like they line up quite as much with what was presented in Uncanny X-Men, such as implying Madelyne was manipulating things even before she got all demonized. I chalk this up to the fact that this was an X-Factor issue, which actually brings me to a very minor point of contention I have with this issue. Given that this was a very important issue in the overall story, the culmination of everything with Madelyne, it feels like this should have been one of the issues that Claremont got to write. He was the one who did all the work developing Madelyne up until this point, it only seems right. Besides, I like Claremont’s “voice” for Madelyne, and the way he wrote her a little more than how Simonson did. That’s not to say that this wasn’t still an amazing part to this story, and Claremont likely had plenty of input, I just wonder how it might have been had this been one of the issues directly written by him. Though everything with Madelyne is seemingly done, it’s not quite over as it moves right into the climax. X-Men and X-Factor alike need to tie up one more loose end, the man responsible for Madelyne’s existence in the first place, Mister Sinister!

Comments: This issue bridges the gap between Uncanny X-Men #242 and 243. Special double-length issue.





Thor

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