friendless-grad_nan_holt-xml256-mostlyfullFRIENDLESSfriendless-grad_nan_holt-xml255-eyesglow

Real Name: Friendless of Ten-Red-Seed nest

Identity/Class: Extraterrestrial (Grad Nan Holt) telepath

Occupation: Would-be destroyer of all life on the Gul Damar space station;
    former reader/sender

Group Membership: None

Affiliations: He manipulated the Grad Nan Holt (notably their Janissaries (ruling tribunal on Gul Damar space station; names unrevealed)) and the Shi'ar (notably Commander Gemet)

Enemies: Frenzy (Joanna Cargill), Gambit (Remy LeBeau), Grad Nan Holt (notably their Janissaries, enforcer/punisher, teacher/assessor), Magneto (Max Eisenhart), Sovel Redhand and his crew (Glitter, Horse, Jat-Vor-Thrul), Rogue (Anna Marie), Shi'ar (notably Commander Gemet, Lt. H'ral, and technician B'ket Imstari), Starjammers (Rachel Grey-Summers, Havok/Alex Summers, Polaris/Lorna Dane, Korvus Rookshir)

Known Relatives: Iratha Tzo (mother), unidentified worker of the spindle nests (father)

Aliases: "Bug-Face" (from Rachel Grey-Summers);
    "Filth," "Idle scum" (from Grad Nan Holt Janissaries)

Base of Operations: Unrevealed;
    formerly the Gul Damar space station, 40,000 light years from Earth (presumably in the Shi'ar galaxy);
    formerly an unidentified Grad Nan Holt nest/location

First Appearance: (Behind-the-scenes) X-Men Legacy#250 (August, 2011);
    (fully seen and identified) X-Men Legacy#255 (November, 2011)

Powers/Abilities: Friendless has vast psychic powers, and the Grad Nan Holt's psi-meters were not even calibrated highly enough to measure his abilities. He can incapacitate a powerful psychic such as Rachel Grey, although only if catches her unawares.

    He can not only read and transmit thoughts, but also mentally command numerous beings at the same time. 

    He can project his astral self, and he has genius-level intelligence.

    Friendless can also survive in the vacuum and near absolute zero cold of space, at least for brief periods of time. friendless-grad_nan_holt-xml256-extrudeextralimbs1friendless-grad_nan_holt-xml256-extrudeextralimbs2

    Like the rest of his race, he is an insectoid beings with four arms and two-legs, although h can extended other projections from his back to act as additional limbs. 
    His fingers ended in sharp points, presumably allowing him  to scratch, slash, shred objects or beings.
    His mouth includes two extra sets of hemimandibles (see the Grad Nan Holt profile for further discussion), and all of his jaw bones contain razor-sharp teeth.
    He does not appear to have visible external nasal (nose) or auditory (ear) structures, but he certainly has a sense of hearing and can presumably smell scents as well. 
    He apparently possesses some form of chitinous exoskeleton.

    He apparently had previously shed fled sewn into his head.

    Friendless considered Rachel Grey to be like an animal, considering himself more highly evolved than humanity.
Height: Unrevealed (approximately 6')

Weight: Unrevealed (approximately 250 lbs.)
Eyes: Generally solid red
Hair: None

History:

friendless-grad_nan_holt-xml256-bullied

friendless-grad_nan_holt-xml256-young&enforcer(X-Men Legacy#256 (fb) - BTS) - When Iratha Tzo was impregnated by a worker of the Spindle nests, an unspecified enforcer/punisher called her "foulness" and told her that her eggs would be smashed, except for one, which the reader/sender believed to contain a psi-capable embryo.

(X-Men Legacy#256 (fb) - BTS) - The enforcer/punisher later delivered Iratha Tzo's child to a teacher/assessor, announcing to the teacher and the students the hatchling born outside of clan and sept, instructing that he be called "Friendless" and to heap scorn upon him wherever possible. 

(X-Men Legacy#256 (fb) - BTS) - Friendless' peers bullied him, forcing him to wear his old molted skin (as they said it could not make him smell any worse) and anointing him drippings from the bile pot. 
.

friendless-grad_nan_holt-xml256-tested

.
(X-Men Legacy#256 (fb) - BTS) - Although studies of Friendless revealed an astounding strength and range, with psi-meters not calibrating highly enough to measure him, the enforcer/punisher still considered him to be an abomination and ordered him to be sent to one of the deep stations, such as Gul Damar, where they needed a reader/sender. 

    As he departed, Friendless was mocked, noting that he would never see his home-nest again and asking if "an abortion like you" even care about its home-nest?
.
.
friendless-grad_nan_holt-xml256-lashingout

(X-Men Legacy#256 (fb)) - When the ruling tribunal of the Grad Nan Holt on Gul Damar met with Friendless, they refused to accept a thing without a clan and attempted to send him to the message vaults. friendlesstakescontrol

    Friendless finally lashed out, noting that his people had spit on him, used him, destroyed his family, cast him into servitude, fed him poison and expected him to thank them. 

    Using his psychic powers, Friendless forced the tribunal to grant him full access to the mainframes and command space and to allow him to advise them when they sat in judgment. 

(X-Men Legacy#256 (fb)  / X-Men Legacy#257 (fb) - BTS) - On Gul Damar, Friendless took control of the Grad Nan Holt, leading them to rise up and war against their former Shi'ar masters.

(X-Men Legacy#256 (fb) - BTS) - Friendless hoped that the Grad Nan Holt would be destroyed by the Shi'ar, but he found the Shi'ar to be weaker and less organized than he had expected. He then began manipulating the Shi'ar as well to facilitate the desired outcome.


(X-Men Legacy#255 (fb) - BTS) - Answering a distress call on Gul Damar, the Starjammers (Rachel Summers/Grey, Havok, Polaris, Korvus Rookshir) ...

(X-Men Legacy#257 (fb) - BTS) - ...crashed into Gul Damar's hull due to the local gravity going haywire and then...

(X-Men Legacy#255 (fb) - BTS) - ...walked into a civil war.

(X-Men Legacy#250 (fb) - BTS) - The Starjammers battled the Grad Nan Holt.

 (X-Men Legacy#255 (fb) - BTS / X-Men Legacy#256 (fb) - BTS) - Friendless assaulted Rachel with a powerful mind-punch that knocked her out for a week (or, at least an extended period of time); Friendless believed he had slain her. Friendless then placed the other Starjammers under his control.friendless-grad_nan_holt-xml255-face

 (X-Men Legacy#255 (fb) - BTS) - The Starjammers believed they were aiding the Grad Nan Holt because they had been cruelly enslaved and were fighting for their freedom.

(X-Men Legacy#254 (fb) - BTS) - Fighting alongside the Grad Nan Holt, the Starjammers did grave damage to the space station and slew many Shi'ar.

 (X-Men Legacy#254 (fb) - BTS) - Sovel Redhand led his crew (Glitter, Horse, Jat) to the damaged Gul Damar, seeking to salvage a large amount of technology during the existing upheavals. However, the space station's distorted gravity caused the crew lost control, presumably crashing the ship.

 (X-Men Legacy#254 (fb) - BTS) - At least one planet (and presumably the first four in inner orbit) was pulled into sun, a result of the damage to Gul Damar's gravitic flux generator causing the sun's gravity field to spike.

 (X-Men Legacy#254 (fb) - BTS) - Finding the unconscious form of Rachel/Marvel Girl, Redhand and his crew picked her up (see comments).

(X-Men Legacy#253 - BTS) - Rachel's X-Men ally Rogue sensed her location.

(X-Men Legacy#253 - BTS) - Rogue -- having absorbed a teleporter's power from Legion/David Haller -- locked on to Rachel's location and transported herself, Frenzy, Gambit, and Magneto thousands of light years to reach Rachel Grey.

    Rogue was split from her allies, who arrived on a different part of the Gul Damar space station.

 (X-Men Legacy#253 - BTS / X-Men Legacy#254 - BTS) - Rogue allowed herself to be taken as a captive/hostage by Redhand's crew.

(X-Men Legacy#254 - BTS) - Soon after, the planet Xanthimi (fifth from the sun) was pulled into the sun, a result of the damage to Gul Damar's gravitic flux generator causing the sun's gravity field to spike.

 (X-Men Legacy#254) - Frenzy, Gambit, and Magneto observed as a number of the Grad Nan Holt ambushed and blew up a vehicle carrying some Shi'ar and then attacked the surviving Shi'ar. One of the Grad Nan Holt apparently teleported away with Shi'ar technician B'ket Imstari.

(X-Men Legacy#254 - BTS) - Using a translator, Shi'ar Commander Gemet spoke to Magneto, telling him that they had encountered "force wielders" like him and who had damaged the space station and killed many. friendless-grad_nan_holt-xml255-upper

(X-Men Legacy#255) - After the Shi'ar located the Grad Nan Holt base, confirming them to be the same clan and sept that had attacked them, Commander Gemet prepared to "blast those rebel scum into loose atoms."

(X-Men Legacy#255 - BTS) - Appreciating that the Grad Nan Holt had Shi'ar prisoners, Magneto intimidated Commander Gemet into allowing himself, Frenzy, and Gambit to negotiate the prisoners' release and then only resorting to force if they failed to secure the prisoners' release. 

(X-Men Legacy#255) - Still posing as a slave to the Janissaries, Friendless acted as reader/sender to them as the captured Shi'ar were brought before them. The top-seated janissary "ordered" Friendless (they referred to him as "filth," while he referred to them as Noble Lords) to read the minds of their captives and state their ranks and offenses. 

    Friendless noted that all but one of the captives were soldiers of the Shi'ar who had killed their brethren in great numbers but that the other one, Imstari, had run Gul Damar's power grid and was of high rank and esteem and commanded many.

    The tribunal conferred -- but they were all under the control of Friendless, who sought the space station's destruction and who knew that Imstari could potentially repair the damaged gravitic flux array, which was pulling the space station into the sun -- and then they ordered a quick and honorable death for the soldiers, and a slow and shameful death for the scientist. 

    Despite the Shi'ar soldiers crying out about their rights under a treaty, the Friendless-controlled Korvus Rookshir slaughtered the captive soldiers with his blade. 

    The tribunal then ordered the delivery of the torture instruments, clarifying to the initially defiant Imstari that he himself would wield the equipment, after which one of them instructed Friendless to be about his work, lest he be punished himself. 

    As Imstari struggled against Friendless' control, the mind-controlled Polaris noted that this seemed cruel, but Havok advised her to recall how the Grad Nan Holt had been treated, and he further noted that the torture of an enemy wasn't just a right but a sacrament.

    When Magneto, Frenzy, and Gambit arrived, the tribunal questioned who they were, and Friendless noted them to be super-normal natives of the planet Tellus (aka Earth; see comments) who were in league with the Shi'ar. Magneto advised the telepath to read a little deeper to see that a Shi'ar battalion stood ready to destroy their base but had allowed them to approach first to broker a truce. When the tribunal replied that they desired no truce, Magneto warned them that if they sent himself and his allies back empty-handed that the battalion would "pour enough firepower into your bay to melt it to slag."

 (X-Men Legacy#255 - BTS / X-Men Legacy#256 (fb) - BTS) - Meanwhile, Lt. H'ral informed Commander Gemet (who was also apparently influenced by Friendless) that the walls to the cargo bay in which the Grad Nan Holt were based were already heavily damaged. After they considered that a full salvo would probably breach what was left of its shielding, punch through the vacuum and empty them all out into space, Commander Gemet ordered the gunners to stand ready.

(X-Men Legacy#255) - When the Grad Nan Holt noted that they had learned the Shi'ar could not be trusted, Gambit explained that they were only advising them to move their people out of the targeted base and leave the prisoners until the last moment as a safety guarantee. The tribunal argued that there was only one prisoner left alive and that his sins were too high to release him...and then Friendless had Imstari kill himself.

    Commander Gemet then ordered his men to fire all weapons on maximum aperture, and after the blast struck, when Magneto prepared to fight back, the Friendless-controlled Polaris blasted him from behind and told him that he had hurt the Grad Nan Holt and therefore had to die. 

friendless-grad_nan_holt-xml256-forcejanistofight

(X-Men Legacy#256) - While Frenzy dropped Havok, Gambit took down Korvus, and Magneto struggled defensively against Polaris, a massive army of Grand Nan Holt poured in as Korvus voiced that they were the "armies of the righteous" and that the mutants could exhaust themselves with slaughter and still they would be more. Magneto stood down and tried to explain the danger of the fragile hull to Polaris, but she blasted him nonetheless.

 (X-Men Legacy#256 - BTS) - The presumably Friendless-controlled Commander Gemet ordered his men to continue to fire despite the risk to them as well if the wall shattered, and he slew Lt. H'ral when he attempted to point out this risk.

(X-Men Legacy#256) - As the Grad Nan Holt noted the hull breach and exclaimed that they were all going to die, Rachel telekinetically sealed the breach and instructed Rogue to stop the Shi'ar's guns.

(X-Men Legacy#256 - BTS) - Rogue subsequently encountered the dying B'ket Imstari and absorbed his knowledge -- at the cost of losing the teleporter's power (the means by which she and her allies would return home) but in hopes of saving the billions on Gul Damar -- of how to repair the gravity modulator.

(X-Men Legacy#256) - As the Grad Nan Holt tribunal noted that the Shi'ar guns were decimating their forces, the leader started to order a retreat, but Friendless telepathically commanded him to instead order them to advance on the enemy and to send him (Friendless) to inspect the damage to the outer wall.

.
 
friendless-grad_nan_holt-xml256-extralimbs-frontalxml256-friendless-face

    As the insulting order was given, Friendless respectfully complied, extending additional limbs from his back to scale the wall. En route, Friendless considered that he recognized the alien mind of the one he thought he had extinguished and that this time he would melt her brain like hot wax and then set it alight.

    As Rachel fought off attacking Grad Nan Holt, Friendless blasted her from behind. Although he considered her a primitive being, she advised him that while he had ambushed her the first time, this time was different.

     When she blasted him back, Rachel read his mind, learning his history and his goal of destroying the Shi'ar, Grad Nan Holt, and the Gul Damar space station.

    Friendless threatened Rachel anew, noting that she had only survived his first assault due to his telepathic powers being strained by controlling so many others, at which point she released her telekinetic control of the breach, causing Friendless to be pulled into open space, cursing and threatening her until seemingly succumbing to the cold and vacuum.
.
(X-Men Legacy#256 - BTS) - The Starjammers who had been under Friendless' influence regained their own wills, and Magneto guided and aided Polaris in repairing the hull.

    Frenzy subsequently shared half of her powers with Rogue to allow them to survive as they used the station's flux array to swiftly travel to the generators (which were 10,000 miles away) in the hour before Gul Damar hit the sun's corona.

friendlessmanipulates
friendless-grad_nan_holt-xml257-control(X-Men Legacy#256) - Meanwhile, Friendless reached an airlock and mentally manipulated the Shi'ar officers to open it, after which he proclaimed himself their new master and began to relay his plans.

(X-Men Legacy#257 (fb) - BTS) - Friendless commanded those under his influence to destroy the ships in the dockyard to prevent any from escaping the space station.

(X-Men Legacy#257) - Friendless manipulated the Grad Nan Holt janissaries and Commander Gemet to declare peace and to unite against the terrans, enemies who allegedly worked against them both. To that end, Gemet showed the Grad Nan Holt to the Anathema Vault, where they stored the weapons banned from use in normal conflicts but still available in times of direst emergency.

    When a Shi'ar soldier questioned their decaying orbit, Friendless spoke through Gemet, telling him that killing the Terrans would save the station and that no loyal Shi'ar would question that: Gemet then had a pair of soldiers take that soldier into custody and instructed them to kill him if he spoke again.




friendless-grad_nan_holt-xml257-astral-selfconfrontrachel(X-Men Legacy#257 - BTS) - As Magneto, the Starjammers, and Redhand's group worked to build a working ship from the remains of the ships in the dockyard, Rachel sensed Friendless and sent her astral self to investigate him.

(X-Men Legacy#257) - Manipulated by Friendless, Commander Gemet and the Janissaries located their enemies in the dockyard, and Gemet had the Null Cascade, a factory for anti-matter, set up and instructed that no one was to pass spinward of the machine. Gemet noted that the weapon was effective at any range, including interplanetary.

friendless-grad_nan_holt-xml258-astral-fingers    As Friendless sensed Rachel's astral self and sent his own to confront her, Commander Gemet activated the Null Cascade; at its power, one of the Janissaries exclaimed, "By the home-nest!"

(X-Men Legacy#258) - Friendless tormented Rachel, noting that the station's shields were starting to fail and that the Shi'ar and the Grad Nan Holt were staring into the death's god's single eye.

    However, Rachel telepathically guided the others to locate the generator arrays, after which Magneto placed his helmet on Rachel's head, and it's psi-resistance severed the contact between herself and Friendless.
.

friendless-grad_nan_holt-xml258-upper    As Rogue had Magneto and Polaris bring the Null Cascade to them to use its power to force the sun to fully collapse into a black hole, Friendless rode the device and fired it at them. While Rogue's mind struggled to complete the equations from B'ket Imstari's mind, Rachel joined with her to enslave Friendless' mind and force his genius-level intelligence to solve her equations. friendless-grad_nan_holt-xml258-astral-tagteam

    Using this, they arranged things so that when the Null Cascade was fired into the already-gravity-afflicted sun, it caused the sun to collapse into a wormhole with the far end pointed at Earth. The entire Gul Damar station was then transported to Earth orbit.

(X-Men Legacy#258 - BTS) - Friendless' fate in the face of the stellar collapse is unrevealed.

    The rest of the Grad Nan Holt on Gul Damar presumably remained there, free of Friendless' influence, and the space station was presumably eventually relocated (as it was supposed to be planet-sized, and it would have screwed up things in Earth's solar system)

Comments: Created by Mike Cary, Steve Kurth, and Tom Palmer & Craig Yeung.

    Friendless refers to "the death's god's single eye," which presumably indicates that at least some of the Grad Nan Holt were polytheistic...but, beyond the death god having one eye, we don't know anything else. 

    Locations within Gul Damar were described as "Vector, Spinward 30/715, Distance 3.2 Standard Units" - I don't know what that means or to what the units are in reference.
    Spinward means moving in the same direction of the space station's rotation...

    Tellus is an older name for the goddess/personification of the Earth.

    An image of Friendless' egg pre-hatching is seen in the sub-profile for his mother, Iratha Tzo, in the Grad Nan Holt profile.

    This profile was completed 10218/2023, but its publication was delayed as it was intended for the Appendix 25th anniversary 's celebratory event.

Profile by Snood.

CLARIFICATIONS:
Friendless should be distinguished from:



X-Men Legacy#255, pg. 11, panel 3 (Friendless; face, close, partial);
        pg. 13, panel 5 (Friendless, upper);
        pg. 18, panel 4 (Friendless, face, eyes-glowing);
    #256, pg. 8, panel 2 (Friendless manipulating Janissaries into conflict);
            panel 3-5 (Friendless extruding extra limbs from back and leaping to confront Rachel Grey);
        pg. 10, panel 1 (Iratho Tzo, eggs, and enforcer/punisher);
            panel 2 (young Friendless brought to class);
            panel 3 (peers bullying Friendless);
            panel 5 (Friendless' skills);
        pg. 11, panel 1 (Friendless rejected by Janissaries);
            panel 2 (Friendless face, profile, extended hemimandibles);
            panel 3 (Friendless releasing power against Janissaries);
            panel 4 (Janissaries under Friendless' control);
        pg. 12, panel 1 (Friendless, full, distant, low detail);
            panel 2 (face);
        pg. 20, panel 4 (Friendless, main);
    #257, pg. 5, panel 4 (Friendless manipulating Janissaries and Gemet);
        pg. 14, panel 2 (Friendless' astral self confronting Rachel's);
    #258, pg. 1, panel 2-3 (psychic hand through Rachel's head);
        pg. 12, panel 6 (Friendless riding Null Cascade and challenging others);
        pg. 14, panel 4 (Friendless assaulted by Rachel and Rogue)

Appearances:
 X-Men Legacy#250 (August, 2011) - Mike Cary (writer), Steve Kurth (penciler), Tom Palmer & Craig Yeung (inkers), Sebastian Girner (assistant editor), Daniel Ketchum (editor)
 X-Men Legacy#253 (October, 2011) - Mike Cary (writer), Khoi Pham (penciler), Jay Leisten (inker), Sebastian Girner (assistant editor), Daniel Ketchum (editor)
 X-Men Legacy#254 (October, 2011) - Mike Cary (writer), Steve Kurth (penciler), Jay Leisten (inker), Sebastian Girner (assistant editor), Daniel Ketchum (editor)
 X-Men Legacy#255 (November, 2011) - Mike Cary (writer), Steve Kurth (penciler), Craig Yeung & Jay Leisten (inker), Sebastian Girner (assistant editor), Daniel Ketchum (editor)
 X-Men Legacy#256 (November, 2011) - Mike Cary (writer), Steve Kurth (penciler), Craig Yeung with Jeff Huet and Ed Tadeo (inkers), Sebastian Girner (assistant editor), Daniel Ketchum (editor)
 X-Men Legacy#257 (December, 2011) - Mike Cary (writer), Khoi Pham (penciler), Tom Palmer (inker), Sebastian Girner (assistant editor), Daniel Ketchum (editor)
 X-Men Legacy#258 (January, 2012) - Mike Cary (writer), Steve Kurth (penciler), Ed Tadeo (inker), Sebastian Girner (assistant editor), Daniel Ketchum (editor)

First posted: 09/24/2026
Last updated: 02/18/2023

Any Additions/Corrections? please let me know.

Non-Marvel Copyright info
All other characters mentioned or pictured are ™  and � 1941-2099 Marvel Characters, Inc. All Rights Reserved. If you like this stuff, you should check out the real thing!
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