Skip to Content

The X-Men Crossover that Never Happened

The X-Men Crossover that Never Happened

Comics books are notorious for the sheer number of unused plots and the numerous changes to a story that make the final version vastly different from the original idea.  An entire website could be dedicated to chronicling all the ideas and plots that never saw print, as well as the minor alterations that were made to famous story arcs we all know and love.  Thankfully one such website does exist as Brian Cronin does an amazing job of sorting through the rumor mill to shed light on the truth behind our favorite characters and stories.

The X-Men franchise in particular probably accounts for about 60% of all unused stories and altered ideas.  It seems like the number of abandoned plots and rejected ideas rivals that of all X-Men issues ever published.  Some just happen to be more well known than others.  We all know that Jean Grey was originally supposed to survive the events of “The Dark Phoenix Saga”, and we all know that Chris Claremont intended for Mystique and Destiny to be Nightcrawler’s parents.

Other apocryphal ideas that aren’t as well known have made their rounds through the internet.  Grant Morrison’s proposed story arc after “Here Come Tomorrow” would have apparently dealt with the first human admitted into the Xavier School for Gifted Youngsters.  There was also a suspected “Mutant Wars” crossover that never happened, which was replaced by “The X-Tinction Agenda”.  Had Chris Claremont stayed on X-Men and Uncanny X-Men and not been forced off by Bob Harras he would have expanded “The Muir Island Saga” which would have culminated in the death of the Shadow King and Professor Xavier.  He also would have developed “The Dark Wolverine Saga” which is essentially like Wolverine’sEnemy of the State” arc, but better.



I’m convinced though that there’s another huge storyline that eventually went unused.  It eventually would have been another annual X-Over had it come to fruition, but for a multitude of reasons the storyline and the characters involved went ignored and forgotten.  No other writing has ever been done about it, and no one’s ever provided any evidence to support this theory…Until now!

This hypothetical unused storyline would have revolved around The Upstarts, a now overlooked group of young mutant elites looking to mold the future for their own nefarious ends. Introduced in the early 1990s and created by the same group of artists that eventually formed Image Comics, they dominated the X-titles for that one year prior to the X-Odus.  These creators were building to some larger climax for The Upstarts.  However, because of their abrupt departure, those plans were immediately scrapped by Marvel.  The evidence still remains within the pages of these comics, the behind the scenes politics of the X-Men franchise, and in interviews with the creators themselves.  Something big involving the Upstarts was brewing, but once the X-Odus occurred, Marvel put the kibosh on these plans.  Here’s a look at what happened, what almost happened, and what could have happened.


Character List

Chris Claremont

The architect of the X-Men franchise and writer of the highest selling comic book of all time.  He wrote Uncanny X-Men for 16 consecutive years, spanning from #94 – #279 in what is arguably the greatest run of all time.   Claremont was the original writer for X-Men vol. 2.  He’s like 70% responsible for taking the X-Men from being a second rate franchise to the most lucrative and successful comic book franchise of all time.  The Magic Johnson of comic book writers.

Jim Lee

One of the greatest comic book artists of all time and the artist of the highest selling comic book of all time.  The Michael Jordan of comic book artists.  During the 90s every artist, except for probably Chris Bachalo, tried to emulate Lee’s style.  He drew Uncanny X-Men from 1990-1991 and was the original artist for X-Men.  His character designs lasted the entire decade and gave the X-Men some of their most iconic costumes.  Eventual co-founder of Image Comics.

Bob Harras

The man who singlehandedly ruined the X-Men franchise.  Editor of the X-Men franchise from 1987-1995 until he became Editor-in-Chief of Marvel Comics and proceeded to run the company straight into bankruptcy.  The Jon Peters of comic books. Someone who’s failed upwards in life.   He’s responsible for bringing Jim Lee, Marc Silvestri, Whilce Portacio and Rob Liefield to the X-Men franchise.

Whilce Portacio

Jim Lee’s right hand man, the Scottie Pippen to his Michael Jordan and co-plotter and artist of Uncanny X-Men #281-290 (excluding #287-288).  The two of them were supposed to lead the X-Men franchise after the departure of Chris Claremont.  Co-founder of Image Comics.

Scott Lobdell

Writer of Uncanny X-Men from #286-350.  Originally brought in to script Uncanny X-Men and X-Men for Lee and Portacio after John Byrne left the franchise.  Took over the reins entirely once Jim Lee, and Whilce Portacio left Marvel.  Totally underappreciated.  The Bob Lanier of comic book writers.


Behind the Scenes Controversy (Part I) 

It’s well known that the early-90s were a very tumultuous time for the powers that be behind the X-Men franchise’s massive success.  Chris Claremont was still at the peak of his creativity, looking to push the boundaries of the franchise.  Jim Lee was the golden child of Marvel comics, capable of doing no wrong. Portacio was Lee’s right hand man, and Bob Harras was the guy who failed to keep it all going.

With the launch of a second X-Men title and the team swelling to twelve members, creative conflict over the direction of the franchise began to fester.  The original plan called for Claremont to write both titles with Lee co-plotting and drawing X-Men, and Portacio drawing Uncanny X-Men.  However, it soon became clear that the Claremont and Lee had entirely different ideas for the direction of the franchise.  Lee and Harras both wanted the X-Men to return to their traditional roles with Professor X returning to the fold and the team operating out of a school.  They had a classic take on who the X-Men should be and how they should operate.  Claremont, by contrast, had moved beyond that and wanted to continuously evolve the characters and titles.  They had fought the Sentinels, Magneto, and The Brotherhood at least twice over during his 16 years as writer, and Claremont didn’t want to rehash old stories.

On top of this, whereas John Byrne had once accused Chris Claremont of altering their agreed upon plots without his consent, now Claremont was the one accusing Lee of the very same thing.  When this was brought to Harras, the editor sided with Lee, who he felt was more important to the success of the franchise.  As a result, Chris Claremont left the franchise after 16 years of service, only completing the first three issues of X-Men.  The franchise was now in the hands of Jim Lee and Whilce Portacio, who had complete creative control of Marvels’ two most profitable titles.


Who the Hell Are The Upstarts?

The Upstarts were a gang of young mutant elites brought together by the mutant vampire Selene and her weird bald gimp guy, the Gamemaster.  Despite leaving the franchise shortly after their inception, Chris Claremont revealed that he had been involved in conceiving these new villains.  At the time of his involvement, they were to be called the Wild Boys, a group of sadistic young hedonists gunning for the Hellfire Club.  The Upstarts, as they would later be known as, were participating in a bounty game where they would be awarded a certain amount of points for killing a prominent mutant like Magneto, Sebastian Shaw, or Forge.  The winner of the tournament, based off who had the most points, was to have gained some obscure prize.  It was never made clear what this final prize was as immortality, omnipotence, and the servitude of the other Upstarts were all hinted as being the prize at one point or another.


Selene’s intent was supposedly to groom the next generation of mutant power brokers.  But there were other insinuations that the competition was all a ploy concocted by Selene for some devious ulterior motive.  At first they were designed to kill the old guard of the Hellfire Club and take their place.  Then it simply became about shaping the future.  Everything about The Upstarts was shrouded in ambiguity, either because the creators walked out in the middle of the story, or because they themselves had no clue what to do with the characters.

Including the creators of the Upstart competition, there were a total of nine people involved with The Upstarts:

  • Shinobi Shaw——————Son of Sebastian Shaw with an Oedipal Complex. “Killed” his father and assumed control of Shaw Industries.  He will literally have sex with anything that moves.
  • Trevor Fitzroy—————Bastard grandson of Shinobi Shaw from the same alternate timeline as Bishop. He’s followed around by a green, oversized cabbage-patch kid, and receives sexual gratification from siphoning the life force of other humans.  He has an inexplicable hatred for Emma Frost.
  • Fenris (Andrea and Andreas von Strucker) ———-Genetically modified Nazi twins and the spawn of Baron von Strucker. They were responsible for resurrecting Omega Red as their agent in the Upstart competition.  They were given das boot pretty quickly.
  • Fabian Cortez—————–Rat-tailed sneak who created the Acolytes as a means to get closer to Magneto. Claimed responsibility for “killing” the Master of Magnetism in X-Men #3.  He’s kinda like the whiny rich kid on the block who says things like “I don’t need friends; I can just buy new ones”.
  • Graydon Creed————The only non-mutant (and lamest) member of The Upstarts. He’s also the bastard love child of Sabretooth and Mystique (which makes him Nightcrawler’s half-brother). Despite being the David Duke of the Marvel Universe, he never really does anything as a member of The Upstarts.  His biggest claim to fame is that he was killed by his own mother a few years later.  How Ancient Roman of him.
  • Siena Blaze—————The millennial of the bunch who was awarded points just for good effort. She’s recruited by Fitzroy and tries but fails to kill Professor X, Cyclops, and Storm.  That’s it…that’s all I got for Siena Blaze.
  • Gamemaster————-The referee of the competition and the arbiter of points. Agreed to oversee the bounty because it served as a distraction for his omnipathy.  Although it’s implied that he’s in cahoots with Selene on some sinister ulterior motive behind the Upstart competition.
  • Selene—————-The founder of The Upstarts and a mutant vampire/part-time dominatrix. She forms this competition to forge the next generation of mutant leaders, although she seems eternally fed up with them.  She seems to be withholding some secret about the competition from the seven members.  She’s kind of a bad person.


Setting the Stage

By the time the new status quo of the X-Men franchise was established in Uncanny X-Men #281 and X-Men #1, many of the classic X-Men villains had been taken off the board, which left a vacuum to be filled by a new crop of villains.  Prior to Uncanny X-Men #281 and X-Men #1, Mr. Sinister and Apocalypse were both thought to be dead (“Killed” by Cyclops in X-Factor #39 and #68 respectively.), The Shadow King had been “destroyed” (Uncanny X-Men #280), Nimrod/Master Mold were sucked through the Siege Perilous (Uncanny X-Men #247), Sebastian Shaw had been “killed” by his son Shinobi (X-Factor #67), Cameron Hodge’s decapitated head was buried under thousands of tons of rubble on an island (X-Factor #62), and Freedom Force had been disbanded (X-Factor Annual #6).

Taking away all the major X-Men villains within the span of a year and a half was a move made by editorial to warrant a new threat, and then legitimize that new threat.  They wanted to elevate newer villains, like Stryfe, Omega Red, and The Upstarts, to the same level as characters like Mr. Sinister and Shadow King by focusing long stories exclusively on them.  With the classics off the table, it gave the creative forces the ability to try and to come up with intriguing new villains who could hold a candle to the legendary villains.  X-Force, led by Rob Liefield had Stryfe, and now the two core X-Men books led by Lee and Portacio had The Upstarts.  The Upstarts, who would somehow come to represent the very minds who created them, were to be the focal point, the main villains for this new status quo.


The Gold It’s in the…

The gestation of The Upstarts actually began in 1990 in Uncanny X-Men #267, a full year before X-Men #1 and Chris Claremont’s’ departure from the franchise.  Below is a list of clues hidden within numerous issues hinting that something big was on the horizon for The Upstarts.



  • Uncanny X-Men #267——–Wolverine, Jubilee, and Psylocke investigate the Pacific Rim after learning that Fenris and the Hand have made an alliance. It’s eventually discovered that the Hand is helping Fenris resurrect Omega Red who the twins intend to use in their quest to win the Upstart competition.
  • X-Factor #67——————-Shinobi Shaw commits patricide and takes his father’s place as the Black King and the head of Shaw Industries. By the time the new status quo begins in Uncanny X-Men #281/X-Men #1, he is the leader in the competition.
  • Uncanny X-Men #281——–Trevor Fitzroy “destroys” the Reavers and renders Emma Frost into a coma, thus dismantling the Hellfire Club. The issue is even called “Fresh Upstart”, kicking off the new status quo by introducing the new baddies on the block.
  • X-Men #1———————In the preview poster for future stories, villains like Mojo, Omega Red, and the Brood appear, foreshadowing their appearance in later issues of the new series. Also included is Selene, organizer of the Upstart Competition, which implies that she and the rest of The Upstarts would appear in a future story. With the exception of Selene (and that negligible skrull chick), every character included on the preview poster made an appearance in X-Men while Jim Lee was plotting the book.  It’s possible they were saving the biggest plotline for last in order to build it up.  Despite having plans for Selene, Lee and co. never got around to using her before they formed Image Comics.
  • X-Men #3———————Fabian Cortez “kills” Magneto and leads the competition for a time. With another classic X-Men villain taken off the board, The Upstarts are thrust further into the spotlight with more attention paid to them.
  • Uncanny X-Men #283——Shinobi Shaw appears with numerous other Upstarts who are never named, referenced, or seen again, implying that there were originally more members of The Upstarts. Trevor Fitzroy also implies that the prize at the end of the conversation is leadership of the Hellfire Club.  Selene is revealed as the true mastermind behind the competition and makes not-so-thinly veiled remarks that the whole competition is nothing but a ruse for some sinister ulterior motive.
  • X-Men #4-7————-Fenris is revealed as members of The Upstarts, a fact they make evident way too many times. Their secret business with the Hand is revealed as resuscitating Omega Red to use him in their quest to win the competition, and claim the prize which is “nothing less than immortality”.  The second such explicit description of a prize for the victor of the competition.


What’s important to remember is that Lee and Portacio only had creative control of both title for about a year.  At the time of the X-Odus Lee had only worked on the first 11 issues of X-Men, while Portacio had only been on Uncanny X-Men for 10 issues, from #281-#290.  It wasn’t really enough time to extend their plans, but it’s evident that seeds were being sown for later harvesting.


Behind the Scenes Controversy (Part II)

After Chris Claremont left the series, Jim Lee was effectively in charge, with Whilce Portacio, the preternaturally grumpy John Byrne, and Scott Lobdell assisting him.  According to Lee, he had the first 50 issues of X-Men mapped out, which most assuredly would have included The Upstarts.  As fate would have it Lee would only stick around for 11 issues of the fledgling yet massively popular title.

By 1992, Lee, Portacio and a handful of other artists had help to create a number of particularly iconic characters.  Lee created Gambit, The Acolytes, Maverick and Omega Red, and co-created The Upstarts and Bishop with Whilce Portacio.  Within the X-Men franchise, Rob Liefield had created Cable, Stryfe, and Deadpool, while Marc Silvestri co-created Mr. Sinister.  Accounts vary as to what the demands of this group were, as some say they wanted a larger share of royalties from the marketing of characters that they created, while others say that they went to Editor-in-Chief at the time, Tom DeFalco and demanded complete ownership of any character they created.

Obviously Marvel was not going to give in to these demands as it’s a well known fact that with few exceptions, Marvel and DC own the rights to all characters created in their comic books.  Otherwise, there’d be no way they could stay in business if creators dictated when and how characters could be used.  After having their demands rejected Jim Lee, Whilce Portacio, Marc Silvestri, Erik Larsen, some other guy that no one remembers, and main instigators Todd McFarlane, and Rob Liefield left Marvel in the summer of 1992 to form their own company called Image Comics in what’s now known as the X-Odus.  As a result of this massive migration of talent out of Marvel, shares in Marvel fell by $3.25. 


After forcing Claremont off the books, and putting all of the franchises’ eggs in one basket, Bob Harras now watched as that one basket ran away with all of his eggs.  He handed complete control of the franchise to Jim Lee and Whilce Portacio, but had no fallback plan in case things went sour.  As a result of losing two incredibly popular and talented creators in Chris Claremont and Jim Lee, Harras had to scramble to keep Marvels’ two biggest titles afloat.  X-Force scripter Fabian Nicizea was given full writing responsibilities on that title and X-Men while Andy Kubert was tapped to fill Jim Lee’s shoes and draw the title.  On Uncanny X-Men, Scott Lobdell, who was literally at the right place at the right time, was handed the title along with a revolving door of artists including John Romita Jr., Brandon Peterson, and Tom Raney.

Because Lee and Portacio had left so abruptly, the X-Office was in disarray, trying to rebound from the X-Odus.  With the new creative teams established it was time to pick up the pieces in the comics and come up with new stories.  Whatever plans Lee and Portacio had been brewing were scraped and any ideas and plots that they had went largely unused thereafter.  The biggest question now though was what to do about the impending X-Men crossover.


Picking Up the Pieces

X-Men crossovers, or X-Overs, had become an annual occurrence going back to 1986.  It was a chance for the X-Men titles to all coalesce and unite under a great crisis.  It was also a chance for Marvel to make ludicrous amounts of money.  There was no way they could risk the 1992 X-over blowing up in their faces or let the X-Odus mar its success.  But, with all the creative talent gone and all the gestating plots laid to waste, what to do?

All stories are planned out about one to two years in advance, and it’s a well known fact that “X-Cutioner’s Song” was cobbled together at the 11th hour as the X-Over of 1992.  This indicates that the whole conflict with Stryfe wasn’t originally meant to be the center of the 1992 X-Over, and that whatever story had been put in place, presumably during the time that Lee and Portacio were in charge, had now been scraped and replaced.  For marketing and storytelling purposes, it would make more sense to have the conflict spiral out of the higher selling books (X-Men and Uncanny X-Men), and have the smaller titles (X-Force and X-Factor) come in line with them.  More people would be reading about a story and characters they have more familiarity with, and it could potentially bring new readers to the smaller titles.

The only long term plot that had been simmering in X-Men and Uncanny X-Men was The Upstart storyline.  It’s the only storyline that would have made sense to turn into a crossover event, as that story was playing out in both X-Men titles.  Lee was covering Fenris and Fabian Cortez, while Portacio was tracking the exploits of Trevor Fitzroy and Shinobi Shaw and Gamemaster.  At some point the plots of both titles would have had to converge.  They wouldn’t have been focused on so much during that one year Lee and Portacio were plotting the books if big plans weren’t in store for them.


Even Fabian Nicieza has commented on the chaotic and rushed genesis of X-Cutioner’s Song, calling it their chance to give “the first taste the readers would have of the post-Lee, post-Liefield, post-Portacio books, so let’s pump up the volume”.  He also commented that the new creators “had to pick up the instruments they left behind…and see what came out”.

Although it was a great story, The X-Cutioner’s Song was an attempt to gloss over the X-Odus by stuffing a storyline with major villains as a main draw.  Mr. Sinister and Apocalypse made appearances, both of whom had been “killed off” to make room for The Upstarts.  Even Magneto was originally meant to make an appearance, another villain “killed off” by an Upstart.  With this storyline, it really seemed like Marvel was making a concerted effort to restore the status quo that the Image creators had replaced.  A crossover had already been planned, but X-Cutioner’s Song was a last minute effort to put a storyline together after the original plans had fallen through due to the X-Odus.


So Then Whatever Happened to The Upstarts?

After the status quo was restored following X-Cutioner’s Song, The Upstarts were pretty much dropped like dead weight.  Fenris never appeared in any X-title as a member of The Upstarts since X-Men #7.  After supposedly killing Magneto, Fabian Cortez’s status as an Upstart was used as a springboard for Magneto’s eventual return during the Fatal Attractions crossover.  For all her potential Siena Blaze disappeared as quickly as she appeared; and Graydon Creed never mattered at all.  All who really remained were the two most visible Upstarts: Trevor Fitzroy and Shinobi Shaw.  Interestingly enough, shortly after X-Cutioner’s Song it seemed as though Lobdell and Nicieza were planning on rehashing the abandoned plot.

Despite being reduced to a whiny brat, Shinobi Shaw made a few scant appearances in X-Men, when the whole Betsy/Psylocke/Kwannon/Revanche thing was at its worst and most convoluted.  Between issues 20-23, the X-Men start to learn more about The Upstarts, in particular Shaw’s involvement with them.  But then nothing ever happens from this development.  They pretty much threaten Shaw and then leave him alone for the rest of his life.

The developments in Uncanny X-Men however, proved to be more promising.  Between issues 299-302 and Uncanny X-Men Annual #17, Scott Lobdell was putting more effort into fleshing out The Upstarts and bringing them back into the fold.  He was the one who expanded the roster to include Siena Blaze and Graydon Creed.  In Uncanny X-Men #299, he included another possible prize for the victor—obtaining the resources and servitude of the other members.  He would the contradict himself in Uncanny X-Men Annual #17 by claiming that the prize was omnipotence.

In Uncanny X-Men #301-302, a bounty was placed on Forge by Gamemaster, thus reigniting the stagnant competition.  Despite this reintroduction, there were many discrepancies involved.  Fitzroy somehow captured Selene and figured out that she was behind The Upstart competition, Gamemaster seemed complicit in her torture despite previously appearing to be her lacking—so his treachery comes out of nowhere, and none of the other Upstarts seem to care anymore about their competition.  While, at the time it appeared that Lobdell had plans to further flesh out The Upstarts, nothing ever came from these last few appearances.  Maybe it was because editorial was becoming too meddlesome in the creative process and wouldn’t let Lobdell carry on with The Upstarts.  Maybe those issues were meant to be filler material between the anniversary 300th issue and the Fatal Attractions tie-in issues of #303-#304.  Whatever the reason was, The Upstarts were left behind and after Uncanny X-Men #302, they never mattered again.



Eventually, with the exception of the Hellions, all of The Upstarts victims returned from the dead.  Shinobi Shaw was written out of the franchise and then died at some point or another and Trevor Fitzroy met his demise in X-Force #33.  Gamemaster finally let go of the competition in New Warriors, thus bringing an unceremonious conclusion to the once promising Upstarts storyline (in a title outside of the X-Men franchise no less).


Why Did The Upstarts Fail?

You could really point to any number of reasons why The Upstarts never became as big of a threat as they were originally intended.  In all honesty, they weren’t particularly interesting or well thought out characters.  Their motives remained as unclear as the prize they were playing for.  It was never explained how they got together, or why they got together, nor was Selene’s intention for gathering them or Gamemaster’s involvement ever revealed.  Selene’s treachery was also ignored after Uncanny X-Men #283.  You could also blame the fast-paced nature of the comic book industry, as trends and storylines only remain intriguing for as long as they are relevant; it’s incredibly easy for industry trends to pass right by.

The biggest reason why The Upstarts failed and no crossover starring them ever occurred was simply because their creators had left.  Lee and Portacio weren’t on X-Men and Uncanny X-Men long enough to flesh out the backstory of The Upstarts and answer the questions that will go unanswered forevermore.  Once the two of them left Marvel to start up Image, the characters they left behind were now in the hands of people who had 1) no idea what to do with them 2) no idea what the original plans for them were and 3) probably been told not to continue working with those characters.  It’d be the same as if George R.R. Martin died without having told anyone how A Song of Fire and Ice will end, but someone still came in to complete the series anyway.  Realistically, Jim Lee was probably the only person who knew what was in store for The Upstarts, but it’ safe to say that he wouldn’t have focused so heavily on them if the didn’t have big plans in store for them.

The clues are there, both within the comic books and in the very history of two of the three biggest comic book publishers in North America.  Something big was brewing and it had to do with this motley crew of characters dripping with 90s comic book clichés…and it would have been great because of this.  The stories and ideas that don’t make it to the final cut are just as fascinating, if not more so, than the story that was published.  Unraveling the mystery of the apocryphal is a thrill because it gives us a glimpse of how things could have been instead of the reality.

Maybe I’m wrong though; I don’t think so, but maybe after almost 5,000 words about a comic book story that didn’t happen, the truth is that nothing concrete was planned with The Upstarts.  Or maybe I’m just off my rocker, digging too deeply into random clues that don’t even exist.  Maybe indeed.  The writing is on the wall though.  Check it out; you never know what else you might find.