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Ultimate X-Men is a superhero comic book series published by Marvel Comics. Ultimate X-Men is a modern reimagining of the long-running Marvel comic X-Men, set in the Ultimate Marvel Universe, outside of the mainstream Marvel Universe continuity.

The protagonists are the X-Men, a group of mutants whose unusual genetic makeup grants them super powers and set them apart from the rest of humanity. They are led by Professor Charles Xavier, the world's most powerful telepath. Although the series has an action-oriented slant, the series also includes topics related to minorities, such as racism, intolerance, prejudice, and coming out. Readers familiar with the original X-Men may recognize many familiar characters and storylines. However, Ultimate X-Men almost completely ignores supernatural or mystical elements such as space opera, alternate dimensions or magic as plot devices, the X-Men have no secret identities, and mutants are a recognized minority, rather than mistrusted and hunted down.

The series began in 2001 under writer Mark Millar and artist Adam Kubert. As of August 2006, it is currently written by Robert Kirkman and penciled by Yanick Paquette, who became the series regular artist as of issue #77.

Main article: Ultimate X-Men (story arcs)

Upon its release in February 2001, Ultimate X-Men was the second comic of the Ultimate Marvel line, predated a few months by its sister title Ultimate Spider-Man. The heads of the Ultimate Universe, Bill Jemas and Joe Quesada, originally tried to hire Brian Michael Bendis to write the title, but he declined.^[1] Marvel hired Scottish writer Mark Millar (best then known for his run on The Authority) for his ignorance of the X-Men franchise. With the first X-Men movie as his only reference, Millar reinvented the X-Men.^[2] As a consequence, Millar's original X-Men consisted of telepath Professor X, Cyclops, whose eyes shoot concussive beams, telepathic/telekinetic Jean Grey, weather-manipulating Storm, simian genius Beast, metal skinned Colossus, and cryokinetic Iceman. With the exception of Beast and Colossus, these mutants were also featured in the first X-Men movie.

The Tomorrow People (#1-6)

Beast, Storm, and Colossus are recruited by a teenage girl named Jean Grey, a member of the mutant team X-Men. After meeting Professor Charles Xavier, the team goes to recruit Bobby Drake but is interrupted by a Sentinel attack. The Sentinels have been deployed in order to eliminate the mutant 'threat' but they are swiftly defeated. At the same time, within the Savage Land, Magneto finds and enlists the help of Wolverine asking him to kill Xavier and the X-Men. After Wolverine's arrival to New York, he finds himself attacked and apprehended by Weapon X agents but later, the X-Men come and free him. Eventually Wolverine abandons his plan to kill Xavier after being attracted to Jean but the brief relationship that he has with Jean makes Cyclops-who had been trying to build up the courage to ask Jean out-jealous. After an argument with Xavier, Cyclops leaves to the Savage Land to join Magneto's Brotherhood, however his agenda was to lead the other X-Men and the US Government to Magneto's hideout. The Savage Land is attacked by a horde of Sentinels which Magneto, using his magnetic powers, controls in order to lead to an attack on Washington. The X-Men are in Washington for a meeting with the president and Wolverine reveals to Jean that he was sent there to kill Xavier but has since changed his opinion on Xavier and is dedicated to the cause. Jean is furious and attacks Wolverine before ending the relationship. When the Sentinels attack, Cyclops convinces Quicksilver to stand up to his father, who is always putting him down. Quicksilver uses his speed to remove Magneto's helmet and Xavier telepathically assaults Magneto's mind, stopping Magneto's attempt to destroy the United States. He is seemingly killed in the process and Cyclops returns to the X-Men.

Return to Weapon X (#7-12)

Xavier helps Wolverine recover his memories during his stay at Weapon X. Meanwhile, the X-Men reveal their identities to the world. However, before long, the mansion is attacked and the X-Men are kidnapped and forcibly enlisted inside Weapon X, a government-run strike force and concentration camp that transforms mutants into operatives for covert strikes throughout the world. Nick Fury, with the help of the Brotherhood of Mutants arrives and helps them escape while also bringing justice to the authoritarian leader of the program. Wolverine battles his old rival from the Weapon X program, Sabretooth, who sets fire to all the records of Wolverine's past.

Millar suffered from a serious kidney infection during this arc and hence he admitted to having transferred his pain onto his characters.

You Always Remember Your First Love (#13-14)

A Cajun homeless mutant and street magician called Gambit, is introduced. He has energy-charging abilities and he saves a little girl from a villain by the name of Hammerhead, who killed her parents under orders of Silvermane. Charles Xavier and Storm ask Gambit to join the X-Men but he refuses stating that he prefers to work alone. These two issues were written by Chuck Austen, as Millar has stated that he despises the character.^{[citation needed]} Unlike Austen's work in X-Men (vol. 2), this brief storyline was well received by fans and critics.

World Tour (#15-20)

Xavier reveals to Colossus that Magneto did not die. Xavier erased Magneto's memories in order to try to rehabilitate him. The X-Men then go on a trip around the world in order to promote Xavier's new book. On Muir Island, the X-Men join Dai Thomas and Betsy Braddock, agents of S.T.R.I.K.E., to fight David, the reality-warping, homicidal son of Dr. Moira MacTaggert and Professor Xavier who calls himself Proteus. Notable during this arc was Colossus' disillusionment with Xavier's dream that prompted him to return to his homeland where he saves the crew of a capsized submarine, a possible allusion to the real-life Kursk submarine disaster.^[3] Proteus takes over Betsy's body and all looks lost for the X-Men when Colossus returns and crushes Proteus-and Betsy in the process-with a car. However the death of his son and the injuries Iceman sustained in the fight causes Xavier to ponder the future of the X-Men and his own humanity due to his feelings of indifference over his son's death. In New Zealand, the X-Men battle and defeat the Acolytes, an offshoot of the Brotherhood. Xavier talks to Magneto, who still doesn't remember who he is and Magneto convinces him that the world needs the school.

Hellfire and Brimstone (#21-25)

After having problems controlling her powers, Kitty Pryde joins Xavier's school for mutants. Jean Grey, at this period of time, has trouble dealing with nightmarish visions. In Pakistan, the Brotherhood strike at nuclear bases in order to revert to their roots under Magneto. At the mansion, hostility between Cyclops and Wolverine increases leading to Xavier ordering the two to go to the Savage Land together on a mission alongside Kitty. During their mission, Wolverine deliberately leaves Cyclops to his death, though this fact is unrevealed until Return of the King.

Beast inadvertently tells a girl on the internet (who, unbeknownst to him, is actually the Blob) of Magneto's apparent survival. He is attacked by the Brotherhood as they seek information out of him and the immaturity of his actions angers Storm who subsequently refuses to talk to him again. That night, Xavier, Storm, Jean Grey, and Colossus go to the Hellfire Club, the group that finances Xavier's projects, who attempt to use Jean Gray in order to summon the Phoenix. Seeing her friends tied up enrages Jean and the Phoenix comes out of her and kills all the Hellfire Club members. Xavier is able to calm her down and the Phoenix departs. Upon leaving the Hellfire Club, the X-Men find out that Magneto has returned and they then confront Xavier angered at having concealed this secret from them.

Ultimate War (#1-4)

The return of Magneto puts New York under threat. The Ultimates, a team of super heroes, hunt down members of the Brotherhood. With Xavier having concealed Magneto's survival, the X-Men are branded as criminals and leave the mansion. Magneto, seemingly more powerful than before, attacks the Ultimates as a warning. The Ultimates hunt down the X-Men and battle. Wolverine and Kitty return from the Savage Land and Wolverine says that Cyclops died trying to save them. Captain America reveals Logan's real name to him-James Howlett. The Ultimates capture Professor Xavier.

Return of the King (#26-33)

Magneto starts a new base, the Citadel in the North Pole; a place secure from the anti-mutant hysteria in the United States. S.H.I.E.L.D. creates human Sentinels in order to not mimic the failings of the past where Magneto easily manipulated their attack. Doctor MacTaggert contacts Nightcrawler and has him help free the Professor. The X-Men, with the return of Cyclops, defeat Magneto and the Brotherhood. After the fight, Cyclops hits Wolverine with a full force blast but he refuses to vent any further aggression. Wolverine admits he did wrong and leaves the X-Men. S.H.I.E.L.D agree to fund the X-Men and a ball is held in their honor at the school where Iron Man tries to pick up both Storm and Jean. Beast's abusive parents return to visit their now famous son and tell him of their new book about raising an X-Man. Cyclops heads off to find Wolverine where he forgives him and says sorry to Wolverine for not being more understanding, he then gives Wolverine a wedding ring that reads 'To James with Love' that was saved when Sabretooth destroyed all memories of Wolverine's past and promises to help Wolverine find out where he came from.

Magneto's back story was fleshed out through an interview with Rolling Stone. In this world, Millar re-imagined him as the wealthy son of powerful US oil magnates with ties to the Bush family (possibly a reference to Osama bin Laden), rather than being a Holocaust survivor like as in the original comics. He also presented him as a rabid human-hating xenophobe. Millar wrote Part 7 of "Return of the King" as his version of the conversation Professor X and Magneto led in the famous "plastic jail cell" in the first X-Men movie. It was also the swan song of the Millar / Kubert run and features two security officers who are called Millar and Kubert.

Common to the Millar period was an edgy tone, featuring quick action-driven plots and less moral X-Men. For instance, Wolverine tries to kill Cyclops in "Return of the King" because he is envious of Jean's love. In an interview with Sequential Tart, Millar commented: "You're not competing with Cartoon Network on these books; you're competing with Buffy. (...) Superhero comics aren't adult, but they shouldn't be written for five year olds either."^[2] As a side note, Millar also hinted at Colossus' possible homosexuality. Millar shaped Ultimate X-Men into a commercial hit, consistently outselling its sister titles X-Treme X-Men and Uncanny X-Men and staying just behind Grant Morrison's experimental and popular New X-Men run.^[4]

After Mark Millar's run, Ultimate Spider-Man writer Brian Michael Bendis took over for a year. Bendis stated that he was going to interpret his run in a more character-driven way, especially concerning Wolverine, who had previously tried to kill his teammate Cyclops.^[5]

Blockbuster (#34-39)

This arc was a crossover between Wolverine and Spider-Man, and featured another character Bendis was contemporaneously writing, Daredevil. The arc concentrated on Wolverine's dealings with ex-Weapon X operatives who had refused to give up their mission after the disbanding of the facility and when Jean gets angry, she has another Phoenix moment and kills more people who called the X-Men 'baby mutant filth'. During this arc, his willingness to atone for his past wrongdoing is also explored.

New Mutants (#40-45)

Bendis continued his work in character development for the series, featuring a great influx of new mutants familiar from the mainstream X-Men comics, such as the winged Angel, Cyclops' estranged brother Havok, mind-possessing agent Karma, pacifist teacher Emma Frost, who could turn into organic crystal and light-powered Dazzler.

Wolverine was again involved and was requested by Nick Fury to kill a very powerful young mutant who was killing anybody that got near him by accident. Beast leaves the X-Men and joins Emma Frost's team of mutant kids. At the White House, Emma goes public and a Sentinel attacks, killing Beast.

Bendis' run was marked by the relative absence of major villains and was also notorious for killing Beast (killed when a Sentinel attacked the White House during Frost's public disclosure of her school), making the character the first dead Ultimate X-Man. As a side note, Ultimate X-Men #40 features what Marvel claims to be the first marriage proposal in a comic book letters column, which is answered in Ultimate X-Men #44 with a positive response.

The third Ultimate X-Men writer was Brian K. Vaughan, more known then for his work on Y: The Last Man. His run was marked by the relative absence of Wolverine as the main character and the re-imagination of second-string X-Men characters who he felt were underused or "shoehorned".

He introduced Mr. Sinister as a mutant-killing scientist with hypnotic/ stealth powers in The Tempest (#46-49), German twins Fenris as mutant corporate criminals in Cry Wolf (#50-53), and Mojo and Longshot respectively as a corrupt TV producer and a mutant felon in The Most Dangerous Game (#54-57). Notable is that both are of non-alien origin in this world and have the civilian names "Mojo Adams" and "Arthur Centino", a play on their creators, namely writer Ann Nocenti and artist Art Adams. Further arcs were centered on Professor X (#58) and Deathstrike in Shock and Awe (#59-60), who has adamantium claws and regeneration powers. Vaughan also reintroduced Emma Frost's mutant team and Magneto in Magnetic North (#61-65). As a side note, his run finally confirmed Ultimate Colossus' homosexuality.^[6]

The Tempest (#46-49)

Due to the murders of a number of mutants by Mr. Sinister, the X-Men begin to search for him. However, as they leave the mansion they find out that Sinister had in fact gone to the X-Mansion. An enraged Rogue touches Angel, and using her new wings, picks up Sinister and plans to drop him in order to kill him for the deaths that he has caused but Storm calms her down. Rogue hands Sinister over to Nick Fury who places him inside a S.H.I.E.L.D. prison cell. The Ultimate version of Apocalypse makes an appearance. However, it is unconfirmed whether he is a mere illusion of Mr. Sinister or an actual entity.

Cry Wolf (#50-53)

At a fair, Kitty kisses Rogue's boyfriend Iceman which enrages Rogue. She attacks Kitty when Gambit shows up and destroys a Ferris wheel. In the ensuring chaos, Rogue is kidnapped by Gambit taking her to Fenris International, an organization run by twin mutants, Andrea and Andreas von Strucker. The X-Men pursue Gambit and Wolverine reveals to Storm how he feels that he should have watched over Rogue more since they both were used by Weapon X. Storm kisses Wolverine who kisses her back before stopping due to the huge age difference and the fact that he is now trying to be a better person than he was when he engaged in a relationship with Jean. The Fenris twins reveal the true extent of their plan which causes Gambit to team up with Rogue to help her escape. The X-Men subdue the twins when Wolverine attacks Gambit and beats him severely. Rogue is furious and tells Wolverine how evil he is for hurting Gambit. Deeply hurt by her words, Wolverine leaves the X-Men. Storm abuses Rogue and reminds her how she almost killed Sinister only a few weeks ago before leaving to follow Wolverine. Rogue quits the X-Men to live with Gambit.

The Most Dangerous Game (#54-57)

In Genosha, Longshot, a mutant, is hunted as part of a TV show run by a media mogul by the name of Mojo. The X-Men go to Genosha to help free Longshot while at the same time, a bounty hunter by the name of Arcade is sent inside in order to kill Longshot. Arcade is defeated by Dazzler, Angel, Nightcrawler, and Colossus. Cyclops, Jean Grey, Iceman, and Shadowcat fight the mutant Spiral who reveals that Longshot was a murderer.

A Hard Lesson (#58)

A two-headed mutant, Syndicate, robs a bank but is stopped by Professor X. Professor uses Syndicate as a mole from then on.

Shock and Awe (#59-60)

Storm tracks Wolverine to Canada where she and Wolverine are attacked by Lady Deathstrike (an old friend of Ororo's who was injured in an accident). She is sent by Dr. Cornelius and is augmented with biomechanical weapons. The two manage to defeat Deathstrike but Wolverine refuses to allow himself to get intimate with Storm. He brings her back to the Xavier Institute and plans to leave again until Storm convinces him to stay.

Magnetic North (#61-65)

Polaris, a student of Emma's is framed for having murdered. Polaris is sent to the same prison cell imprisoning Magneto. Kitty is angry when she discovers that Iceman is still in contact with ex-girlfriend, Rogue and ends their relationship. Cyclops reveals to Jean that he had only ever had one girlfriend before her, Polaris, but she left him for his brother Havok due to Cyclop's shyness. Havok, Cannonball and Northstar from the New Mutants plan to free Polaris and a fight breaks out between them and the X-Men during which Havok knocks Cyclops out. Havok believes Cyclops allowed him to do so because he also wants Polaris rescued. The Ultimates arrive to stop the fight but Forge, Longshot and Mystique break Magneto out. Angel and Dazzler break into the prison but Lady Deathstrike escapes and stabs Dazzler, putting her into a coma. As a result, Angel is expelled because he and Dazzler should not have been there but Xavier really wants Angel undercover with the New Mutants so he can report back, having lost all confidence in Emma's ability due to this fiasco. An angry Emma goes to visit Magneto in prison after he is re-captured but after she leaves it becomes clear that Mystique is in prison pretending to be Magneto, who escaped with Longshot to the Savage Land. Rogue returns to the X-Men following Gambit's death,^[7] and finds that she still has his powers. Northstar invites Colossus to his homecoming and Colossus comes out as a homosexual to the X-Men, much to Nightcrawler's disgust.

As of July 2006, Robert Kirkman became the writer of Ultimate X-Men. Kirkman has promised to stay true to the differences between Ultimate Universe and mainstream Marvel Universe and not rely on the gimmick of "Who's getting Ultimatized this week"^[8]. However, his run has introduced the Ultimate version of a large number of characters and concepts: Lilandra, Cable, Bishop and the Six Pack. Issue 79 introduced the Ultimate version of the Shadow King. Ultimate Pyro and the Morlocks were introduced in issue #80, while Ultimate versions of Stacy X and Shinobi Shaw are introduced in issue #81, in which the Ultimate versions of the Mutant Liberation Front and Legacy Virus are also mentioned, while a retcon indicates that the counterpart of William Stryker was the leader of the anti-mutant conspiracy in the "New Mutants" arc. Issue #82 introduces Ultimate Sunder and Callisto. In his first arc Date Night (#66-68), Kirkman introduced Lilandra as the "Majestrix" of her religious sect, the Shi'ar and Jean's anger over Cyclop's shyness around her, which ends up with the two sleeping together. His next arc Phoenix? (#69-71) concentrates on Lilandra's interest in Jean Grey, who she believes is the reincarnation of the "Phoenix God" and in her anger Jean unleashes the Phoenix once again. It also introduces reality-warping Elliott Boggs, The Magician, whose rise and fall was featured in Magical (#72-74). Kirkman also wrote Ultimate X-Men Annual #2, in which Nightcrawler (written by Kirkman as a disturbed psychotic with anti-homosexual sentiments and an obsession with Dazzler) was sedated after fighting his team mates, and Dazzler leaving the team in disgust. Then in Cable (#75-80), the character of the same name appears with intentions, seemingly, to kill Xavier. With knowledge of the X-Men's weaknesses, it's a battle he nearly wins. Wolverine and Cable battle until he unsheathes the same pair of claws, saying he'd gone through thirty years without a healing factor and hints that he is Wolverine from the future, a fact Wolverine keeps to himself. After a few brief fights with several other X-Men, Cable kidnaps Jean and teleports away. Moments later Bishop, who is implied to be a former associate of Cable by his outfit, appears through a portal just like Cable. Bishop leads the X-Men, minus Cyclops, to an old Weapon X base where Cable's other "teammates" battle the X-Men.

Kirkman has also stepped away from previous writer's trend of featuring permanent character deaths. Professor X was seemingly killed in Ultimate X-Men #78, but was revealed to be alive in #80 as a captive of Cable in the future. Issue #81 reveals that Beast was actually in a coma and was brought out of it. Beast, now back in his human form, is working for S.H.I.E.L.D. on the Legacy Project.

Currently, several members have left the team and the rest have decided to turn the mansion into a school and safe haven for mutants. Cyclops and Jean have a difference in opinion when Cyclops allows Toad, who he met when he was undercover with the Brotherhood, to teach at the school despite his criminal past.

Toad and Nightcrawler are taken prisoner by the Morlocks after Sunder accused them of being spies for Xavier. Cyclop's team of X-Men attempt to rescue the pair, and are eventually aided by Nightcrawler, who defeats Sunder. Nightcrawler is then elected leader of the Morlocks after he decides to remain among his "equals" (i.e. mutants who are physically mutated).

Meanwhile, Bishop has recruited a new team of X-Men, which is based out of Australia and includes Storm, Pyro, Dazzler, Psylocke and Angel. Storm brings up Wolverine as another possible member, to which Bishop remarks "I'll think about it." The team has since battled the recreated Sentinels funded by Bolivar Trask and Fenris. It has been since revealed that the entire "Cable" affair was designed to make the X-Men a stronger team, and Bishop is actually in league with Cable, whose reason to take Xavier to his future was to train him in order to prevent the rise of Apocalypse.

Meanwhile, Emma Frost is revealed to be a member of the Hellfire Club.

Ultimate X-Men quickly established itself as a hit comic, lauded by critics and popular with the fans. The following table shows the development of comic sales in comparison to the mainstream titles.^[9]

Main article: List of Ultimate X-Men characters

• Professor Charles Xavier, telepath and telekinetic Charles Xavier, is the founder and patron of the X-Men. He is an idealist and a pacifist, but less saintly than his mainstream counterpart. The Professor possesses vast knowledge and acquires advanced surgical skills he gleans from reading surgeons' minds (The Tomorrow People). He is the ex-husband of Dr. Moira MacTaggert with which he had a son named David. He has been in relationships with Emma Frost and Mystique. He suffered a spinal injury at the hands of his old friend, Magneto during an escape from his increasingly-militaristic island society, the Savage Land, an injury that left him a paraplegic and confined to a wheelchair. Recently, he has started a business relationship with the mysterious Lilandra, the majestrix of the pagan Shi'ar cult. After Jean Grey is kidnapped by the time-traveling Cable, Professor Xavier reveals to Cyclops that he is in love with her. Professor X is seemingly killed when he dives to protect Cyclops from a bomb that Cable detonates. It is subsequently revealed that he did not die, but was transported to Cable's future.
• Angel, Warren Worthington III, is a handsome, shy, winged mutant. He is Dazzler's boyfriend before she is put into a coma. Currently "expelled" from the X-Men, although in reality is spying on Emma Frost for Xavier. Without Bishop's consent, Dazzler has recruited him to be a part of the new X-Men much to Bishop's disdain.
• Beast, simian mutant and genius Henry "Hank" McCoy, is turned into a blue, furry beast by the insidious Weapon X project. He serves as the team's elite engineer, upgrading the Blackbird and Danger Room sequences. When chatting online to the Blob (pretending to be an interested girl), he accidentally reveals Magneto survived Xavier's earlier attack. He has a troubled romance with Storm until he is killed in a Sentinel attack. It is revealed that Hank has been alive all this time, secretly working for S.H.I.E.L.D. on the Legacy Virus, until he escapes to return to the X-Men.
• Bishop, time traveler Lucas Bishop traveled from the future to the present in an attempt to save Charles Xavier from Cable, but failed and is now stuck in the past. Bishop is currently reforming the X-Men with mutants he knows will become legends in the future. He has recruited Storm, Pyro, Dazzler, Angel, Wolverine and Psylocke to his cause.
• Colossus, Piotr "Peter" Rasputin, can turn into organic steel and reluctantly works as an arms smuggler before joining the X-Men and is hinted to be a closet homosexual for much of the earlier series before finally coming out.^[10] He has a younger sister called Illyana, who does not seem to have any mutant powers. His homosexuality has been a major point of contention with his friend, Nightcrawler. He has recently left the team to live with his boyfriend, Northstar.
• Cyclops, Scott Summers, whose eyes emit concussive blasts, is the boy scout-like X-Men field leader. Initially shy and aloof, he learns to be an unrivaled leader and pursue his interests, notably the love of Jean Grey, an interest that has often put him at odds with his teammate Wolverine. He revisits his dead parents in a dream world he calls "Corsair". After the "death" of Xavier, Cyclops disbands the X-Men to utilize the school as a safe haven and educational center for mutants.
• Dazzler, Allison "Ali" Blaire, is a tough-as-nails rock singer with photovoltaic powers who is heavily pierced and tattooed and wears slashed clothing. She becomes Angel's girlfriend after he takes the blame for something she does. She is stabbed and put into a coma by Storm's old mentor, Yuriko Oyama, a.k.a. Lady Deathstrike. During her recovery, Nightcrawler develops an obsessive crush on her, eventually culminating in him kidnapping her when she awakens. She then leaves the team in disgust when Xavier tries to rehabilitate him. Bishop later recruits Dazzler as a member of his new X-Men team.
• Iceman, Robert "Bobby" Drake is a hot-headed youth with cold-based powers, who is in the throes of puberty, but loyal to the X-Men's cause. He is very fickle, pursuing girls then losing interest and back to being interested again as he has with Rogue. He has a fear of Magneto and is often seen eating or playing video games. Recently he rekindled his relationship with Rogue when her absorbing powers were halted after she absorbed Gambit's powers for an extended period of time.
• Marvel Girl, telepathic and telekinetic Jean Grey, is outgoing and sarcastic, but also a very responsible young woman and is the unofficial second-in-command behind Cyclops. After an affair with Wolverine, she begins a steady relationship with Cyclops. She has difficulties controlling her Phoenix powers when she is angry.
• Nightcrawler, the Bavarian mutant teleporter Kurt Wagner, is a former Weapon X prisoner. He has a crush on Dazzler, and is resentful that she chose Angel instead of him. Despite his own struggles with being rejected for being different, he is uncomfortable with Colossus' homosexuality and shuns him as a friend. He was being kept sedated after a failed attempt to kidnap Dazzler, but eventually escaped after Xavier's "death". Nightcrawler would go on to not only join the Morlocks, but become their chosen leader.
• Psylocke, Betsy Braddock first appeared in the "World Tour" arc during which she was assigned to search for Xavier's son, David (known in the mainstream Marvel universe as Proteus), a powerful mutant who could physically possess the bodies of others and manipulate reality. During the investigation, however, Betsy was possessed by David, whom Colossus dropped a car on, killing both Betsy and Proteus. Betsy's consciousness survived, however, somehow moving into the comatose body of an Asian girl called Kwannon. She was later recruited by Bishop into his new X-Men.
• Pyro, a pyrokinetic mutant whose name in this continuity remains unknown. First encountered by Nightcrawler after the supposed death of the Professor, Pyro formerly was a member of the Morlocks, but decided to instead try and join the X-Men. This goal was achieved after Bishop and Storm recruited him onto the team. Psylocke decided to send him undercover into the Mutant Liberation Front as a spy, a post he was forced to abandon when the Front was attacked by Sentinels. Pyro then rejoined his teammates.
• Rogue, Marian, originally drains life-force and memories on skin contact. She is abducted into the Weapon X program under unknown circumstances. Like her mainstream counterpart, she can absorb mutant powers. When she is liberated, she first joins the Brotherhood of Mutant Supremacy, then defects to the X-Men, then leaves the team in the company of Gambit after her boyfriend Bobby Drake, cheats on her with Kitty Pryde. After absorbing his powers, which lasted for an extended period of time, during a battle with Juggernaut (in which Gambit died), she had his red-on-black eyes and inherited his energy charging powers. This negated her absorbing power and she became able to touch people without draining their abilities or memories as shown when she and her ex-boyfriend, Iceman, had sex on "Date Night". These powers have since faded, leaving her with her previous absorbing powers.
• Shadowcat, Kitty Pryde, can walk through walls. She is a young but dedicated girl. Like her mainstream counterpart, her devotion to her Jewish faith is evidenced by her ever-present Star of David. In Ultimate Spider-Man Annual #1 she begins dating Peter Parker, better known as Spider-Man. She left the team to live with her mother in Queens, where she is now enrolled in Peter Parker's high school. Her relationship with Peter has ended, however, and she has shown an interest in dating Peter's classmate Kenny "Kong" McFarlane.
• Storm, Ororo Munroe, like the phenomena from which she takes her name, has a unique mutant ability which allows her to harness and manipulate forces of nature. Calling upon the elements she can manifest violent storms, summon lightning from a benign sky, create blizzards instantly and even whip up winds to bear her aloft. A car thief that hails from Morocco, Ororo tempers between the voice of reason among X-Men, and a rebel with a cause. Between the proported death of her first boyfriend Beast, her fleeting relationships with the Wolverine, and her role as second-in-command of Bishop's X-Men, Ororo has garnered a degree of self-confidence, a stylish haircut and a love for black leather heels, but it is her passion that keeps her driving on toward a brighter tomorrow.
• Wolverine, James "Logan" Howlett, has animal instincts and extreme regeneration powers. He is turned into an amnesiac, emotionless killer by Weapon X. He resurfaces as the cold-blooded elite assassin of Magneto and infiltrates the X-Men to kill Professor X. He betrays Magneto, however, and joins the X-Men after coming to understand and believe in Xavier's cause. Over the course of the series in between attacks by former members of Weapon X, Wolverine has searched for answers regarding his long forgotten past.

Ultimate X-Men introduced revised versions of classic X-Men villains, such as mutant supremacist, would-be world conqueror, and evil genius mastermind Magneto and his anti-human, genetic terrorist group Brotherhood of Mutants, the amoral, Mengele-like mutant superweapon project Weapon X, the shady Hellfire Club and many more. In addition, the Academy of Tomorrow is the Ultimate Marvel version of a spin-off X-Men team called the New Mutants, in this world consisting of headmistress Emma Frost, who can turn her skin into organic diamond, Cyclops' older brother Havok (Alex Summers), who shoots concussive blasts from his hands, airborne Sam Guthrie a.k.a. Cannonball, non-mutant genius Doug Ramsay a.k.a. Cypher, Canadian speedster Jean-Paul Beaubier a.k.a. Northstar, Havok's girlfriend Lorna Dane, the magnekinetic Polaris, Roberto da Costa, the Brazilian solar-powered Sunspot, and recently Angel. In addition, the Shi'ar are a religious movement, led by "Majestrix Lilandra". They worship the "Phoenix God", which they think is reincarnated in the X-Man Marvel Girl (Jean Grey). The Ultimate version of Cable also appears to be evil, however, he is revealed to be a future version of Wolverine who became psychotic and wanted to kill Professor Xavier in order to change history for unknown reasons.

"Syndicate" is the name of two mutant, psi-resistant conjoined twins named Luke and Matthew. They try to rob a bank to help their terminally ill sister, but are stopped by Professor X. Realizing their plight, he gives them a chance to redeem themselves by working as his private agents. Created by Brian K. Vaughan and Steve Dillon, they first appeared in Ultimate X-Men #58 2005. The characters have an unusual heart which pumps out electromagnetic pulses with each beat; this disables almost any electrical system. Their interlinked brain matter also makes them immune to telepathic control, although they are still susceptible to mind readings.

In the shared universe of Ultimate Marvel, the X-Men have more than once crossed the paths of other superheroes: Peter Parker is a good friend of the X-Men and is Shadowcat's ex-boyfriend. The X-Men share a wary truce with Nick Fury and The Ultimates, who have been both their best benefactors ("New Mutants" arc) and worst enemies (Ultimate War) in the past. The Ultimate Fantastic Four have recently met the X-Men in Ultimate X4 and the teams are generally on amicable terms.

• The X-Men live in the so-called X-Mansion in Westchester, New York. Its location was a secret at first, but is now known to the world. It contains the Danger Room, a virtual reality dome in which the X-Men can fight against hard-light holographic enemies. It has been used several times for in-jokes and pop culture references. Once, the junior X-Men fought the Brood, and for recreation, Nightcrawler simulated scenes similar to Pirates of the Caribbean and The Lord of the Rings.
• Genosha is an apartheid state in which mutants are discriminated against. Krakoa is an island not far off Genosha and the place in which Mojo Adams' Hunt for Justice reality show is held.
• Muir Island is an island in the north of Scotland and the location of Dr. Moira MacTaggert's lab.

• In the mainstream Marvel Comic continuity, the Crimson Gem of Cytorrak is the source of villain Juggernaut's superhuman strength. In Ultimate Marvel, it is a gem once owned by mutant corporate criminals Fenris and was recently absorbed by the Ultimate Marvel version of Juggernaut, which resulted in a power boost for him.
• In Ultimate Marvel, Murderworld is a first-person shooter game, created by bounty hunter Arcade. In the mainstream comics, Arcade is an evil genius, and Murderworld is his circus-themed prison camp.
• In The Tempest, Angel calls the mutant killings a Mutant Massacre, a reference to the famous Marvel Comics storyline. Later, in issue #55, he is impaled on his wings by knives, a reference to the well-known image in Uncanny X-Men when his wings are impaled by the Marauder mutant villain Harpoon.
• In Cry Wolf when Professor X and Jean Grey explore New York with their minds, Jean's astral image shows her wearing a green minidress with a yellow bladed mask, causing her to exclaim why she is wearing "her third grade Halloween costume". This is an in-joke referencing the classic Marvel Girl costume Jean wore in the early X-Men comics.
• Colossus and Wolverine have not done their trademark Fastball Special move yet, in which Colossus hurls Wolverine through the air like a pitcher would deliver a fastball. It was mentioned in Return of the King and has appeared on the cover of UXM #25, but was not seen yet in panel. However, In Ultimate Spider-Man #94 — the last issue of a storyline in which Spider-Man and the X-Men are kidnapped by Deadpool and must fight for their lives against him and the Reavers on Krakoa — Kitty has Colossus throw her at a group of the cyborgs, effectively performing the maneuver.

• 1-4: Beast, Colossus, Cyclops, Iceman, Jean Grey, Professor X, Storm
• 5: Beast, Colossus, Iceman, Jean Grey, Professor X, Storm
• 6-7: Beast, Colossus, Cyclops, Iceman, Jean Grey, Professor X, Storm
• 8-20: Beast, Colossus, Cyclops, Iceman, Jean Grey, Professor X, Storm, Wolverine
• 21-22: Beast, Colossus, Cyclops, Iceman, Jean Grey, Professor X, Shadowcat, Storm, Wolverine
• 23-25: Beast, Colossus, Iceman, Jean Grey, Professor X, Shadowcat, Storm, Wolverine
• 26: Beast, Colossus, Cyclops, Iceman, Jean Grey, Professor X, Shadowcat, Storm, Wolverine
• 27-29: Beast, Colossus, Cyclops, Iceman, Jean Grey, Professor X, Shadowcat, Storm
• 30-31: Beast, Colossus, Cyclops, Iceman, Jean Grey, Professor X, Shadowcat, Storm, Wolverine
• 32-39: Beast, Colossus, Cyclops, Iceman, Jean Grey, Nightcrawler, Professor X, Rogue, Shadowcat, Storm, Wolverine
• 40: Angel, Beast, Colossus, Cyclops, Iceman, Jean Grey, Nightcrawler, Professor X, Rogue, Shadowcat, Storm, Wolverine
• 41-47: Angel, Colossus, Cyclops, Iceman, Jean Grey, Nightcrawler, Professor X, Rogue, Shadowcat, Storm, Wolverine
• 48-62: Angel, Colossus, Cyclops, Dazzler, Iceman, Jean Grey, Nightcrawler, Professor X, Rogue, Shadowcat, Storm, Wolverine
• 63-65: Angel, Colossus, Cyclops, Dazzler, Iceman, Jean Grey, Nightcrawler, Professor X, Shadowcat, Storm, Wolverine
• 66-67: Colossus, Cyclops, Iceman, Jean Grey, Nightcrawler, Professor X, Rogue, Shadowcat, Storm, Wolverine
• 68-72: Colossus, Cyclops, Iceman, Jean Grey, Magician, Nightcrawler, Professor X, Rogue, Shadowcat, Storm, Wolverine
• 73-74: Colossus, Cyclops, Iceman, Jean Grey, Nightcrawler, Professor X, Rogue, Shadowcat, Storm, Wolverine
• 75-76: Colossus, Cyclops, Iceman, Jean Grey, Professor X, Rogue, Shadowcat, Storm, Wolverine
• 77-78: Bishop, Colossus, Cyclops, Iceman, Jean Grey, Professor X, Rogue, Shadowcat, Storm, Wolverine
• 79: Bishop, Colossus, Cyclops, Iceman, Jean Grey, Rogue, Shadowcat, Storm, Wolverine
• 80: Bishop, Colossus, Cyclops, Iceman, Jean Grey, Rogue, Storm, Wolverine
• 81: Bishop, Cyclops, Iceman, Jean Grey, Rogue, Storm
• 82: Bishop, Dazzler, Pyro, Storm
• 83: Angel, Bishop, Dazzler, Pyro, Storm, Wolverine
• 84-87: Angel, Bishop, Dazzler, Psylocke, Pyro, Storm, Wolverine
• 88-??: Angel, Beast, Bishop, Dazzler, Psylocke, Pyro, Storm, Wolverine

SUPPORTING CAST:

• Betsy Braddock
• Gambit
• Rogue - 63-65, 82-??
• Nick Fury
• Lilandra Neramani
• Beast - 41-45, 81-??
• Cyclops - 6-20, 82-??
• Jean Grey - 82-??
• Iceman - 82-??

X-Men Legends screenshot, featuring Colossus (l.), Cyclops (front), Iceman (r.) and Storm (back). Note the dark, tight costumes, inspired by the Ultimate X-Men look.^{[citation needed]}

The two incarnations of Wolverine, from X-Men: Evolution. On the left his look in seasons 1 and 2, inspired by his look in the mainstream Marvel comics, on the right his look in seasons 3 and 4, inspired by Ultimate X-Men.

• In the video games X-Men Legends and X-Men Legends II: Rise of Apocalypse, the characteristic tight black-and-golden costumes of Ultimate X-Men are the default outfits of the X-Men. The traditional costumes can be unlocked as throwbacks after the player has unlocked them by completing acts within the game. Additionally, many of the other characters (such as the Brotherhood) have their Ultimate costumes as their default outfit. Some characters who appear in the games do not have Ultimate X-Men costumes so instead they will either appear wearing their earth-616 ('classic') costumes or they will appear in a new costume that is in the same black-and-gold style as the Ultimate X-Men suits.^{[citation needed]}

• In the animated series X-Men: Evolution, Wolverine is wearing his Ultimate X-Men look from season 3 onwards. In the final episode Ascension, future adult versions of the teenage X-Men can be seen. Their normally bright, colorful costumes have changed into the dark Ultimate X-Men outfits.^{[citation needed]}

• Ultimate X-Men Vol. 1: The Tomorrow People appears in nine parts as an unlockable in Marvel Nemesis: Rise of the Imperfects. Each part is unlocked after completing a specific bonus level.

• Wolverine, Storm, Colossus and Iceman appear in the video game Marvel: Ultimate Alliance. In the game they appear in their Ultimate Costumes, although it is possible to unlock their Earth-616 costumes within the game.

Ultimate X-Men has been collected in the following trade paperback:

Ultimate X-Men also has been collected in the following hardcovers:

11. http://marvel.com/comics/onsale/lib/view2.htm?filename=/comics/onsale/covers/uploaded/0.803327001182970171image_big.jpg

Wikiquote has a collection of quotations related to:

Ultimate X-Men

• Ultimate X-Men/Covers at Marvel Database
• Ultimate X-Men on Marvel.com
• Mark Millar on Ultimate X-Men
• Brian Michael Bendis on Ultimate X-Men
• Brian K. Vaughan on Ultimate X-Men
• Robert Kirkman on Ultimate X-Men
• Ultimate X-Men at ULTIMATE X
• thexaxis.com, in-depth Ultimate X-Men issue reviews
• UncannyX-Men.net Ultimate X-Men current title info and issuesummaries
• Ultimate Central