Type: Divergent Earth

Environment: Earth-like

Usual means of access: Presumably vibrational attunement

Dominant Life Form: Humans, mutants, the Phoenix Force, the Shi'ar alien race

Significant Inhabitants: Alpha Flight (Aurora, Northstar, Sasquatch, Shaman, Snowbird, Weapon Alpha, Wolverine), the Ani-Men, Arkon, the Avengers, Dr. Corbeau, Count Nefaria, Dazzler, Eric the Red (Davan Shakari), Hellfire Club (Wade Cole, Harry Leland, Angelo Macon, Mastermind/Jason Wyngarde, Donald Pierce, Murray Reese, Sebastian Shaw), the Imperial Guard (Astra, Electron, Hobgoblin, Impulse, Oracle, Smasher, Starbolt, Titan), Krakoa the Living Island, Dr. Moira MacTaggart, Magneto, Modt, Ororo Munroe, Mutant X, Emperor D'ken Neramani, Princess Lilandra Neramani, Nightcrawler, John Proudstar, Kitty Pryde, the Sentinels,  S.H.I.E.L.D., the Starjammers (Ch'od, Corsair, Hepzibah, Raza), Sunfire, the X-Men (Angel, the Beast, Cyclops, Lorna Dane, Havok, Iceman, Marvel Girl, Professor X)

Significant Locations: Charles Xavier's School for Gifted Younsters in Westchester, New York; Manhatten, New York; Muir Island

First Appearance: What If? II#23 (March, 1991)

History: (What If? II#23 (fb)) - When the X-Men were sent to find the mutant located on the island of Krakoa, they discovered that Krakoa itself was the mutant. The X-Men quickly banded together and defeated Krakoa themselves, launching Krakoa into space using Lorna Dane's magnetic powers.

 (What If? II#23 (fb)) - A short time after returning from Krakoa, the X-Men battled and easily defeated Count Nefaria and his Ani-Men.

 (What If? II#23) - When Professor X began to have nightmares of space conflicts, he retired from the X-Men and prepared to catch a plane to Muir Island to visit Dr. Moira MacTaggart. While at the airport, the X-Men with their former member, the Beast, were attacked by Eric the Red and his comrades, Proudstar and the Nightcrawler. After defeating Eric the Red, Lorna Dane wrapped Nightcrawler in metal wrappings using her magnetic powers and Proudstar was put on ice by Iceman. Nightcrawler teleported from his metallic prison and vowed revenge on the X-Men for humiliating him. Not taking Nightcrawler seriously and thinking him just another crackpot villain, Iceman removed Eric the Red's helmet to discover that he was not human.

    Professor X suggested that the X-Men accompany him to Muir Island, where they found that Muir Island housed dangerous mutants such as Magneto, the Ani-Men, and Mutant X. Moira MacTaggart introduced herself to the X-Men and asked to run a few tests on Eric the Red while he was being held there. A short time later, when Cyclops, Iceman, and Havok returned to Muir Island to find nothing new on Eric the Red, the Beast contacted them from New York and explained that the Sentinels had returned and captured Professor X and Marvel Girl. The uncaptured X-Men soon found themselves traveling into space to save their teammates and once there, made short work of the Sentinels, only to find themselves stranded aboard a damaged shuttle. As Cyclops and Marvel Girl argued over the safety of allowing Jean to use her telekinesis and pilot the shuttle back to Earth, they were interrupted by Lorna Dane who reminded them that she had magnetic powers and therefore, could both shield herself from the re-entry and pilot the shuttle. The X-Men easily made it back to the Earth, where the Beast rejoined the X-Men by leaving the Avengers.

    Back the Xavier School, the team was contacted by Moira MacTaggart who had turned Eric the Red over to S.H.I.E.L.D. Professor X decided to concentrate on using his connections in Washington to make sure that the Sentinels never again got funding for production. He then asked Cyclops and Marvel Girl to accompany him, while Iceman and the Beast decided to hit Greenwich Village to party. Two weeks later, the X-Men were shocked at the arrival of Princess Lilandra of the Shi'ar, who explained that Eric the Red had been sent by her brother, the Emperor D'ken, to prevent Lilandra from gaining the help of Professor X to overthrow D'ken. Lilandra managed to convince the X-Men to join her in stopping her brother D'ken from destroying the universe and set up a stargate outside the mansion. The X-Men arrived through the stargate to find the Shi'ar Imperial Guard battling Modt, guardian of the M'Kraan Crystal. They also noticed the captured Starjammers, whom Lilandra informed them were also opposed to D'ken's rule of the galaxy. Hearing this, the X-Men quickly made their way to the Starjammers and freed them. D'ken ordered a robot to attack the X-Men and the newly-freed Starjammers and as the Beast flipped the robot over his head, the robot teleported the X-Men, the Starjammers, and most of the Imperial Guard inside the Crystal. Cyclops soon found the heart of the Crystal and asked Marvel Girl to link the minds of the X-Men. He then blasted the heart of the Crystal with an optic blast, reflecting it to stop the Imperial Guard. The last conscious Imperial Guardsman, Impulse, began firing his own optic blasts wildly until Marvel Girl telepathically froze him in his place. Unfortunately, one of Impulse's beams cracked the M'Kraan Heart and threatened to unleash the Anti-Power within. Sensing that the Heart needed energy to stop the flow of Anti-Power, Cyclops had Marvel Girl set up and a psychic circuit amongst the X-Men members. As Lorna Dane, Marvel Girl, Iceman, the Angel, and the Beast fired their collective energy into Havok for storage, Havok, in turn, fired his own stored plasma energy into Cyclops, who unleashed a massive optic blast into the Heart of the Crystal. Using the energy given to it by the X-Men, the Heart of the Crystal was able to mend its cracks and teleport the teams back to the outside world. In a blink of an eye, the M'Kraan Crystal then restored reality to normal and fixed the damage done by D'ken. Still branded a traitor by the mad D'ken, Lilandra then accompanied the X-Men back to the Xavier Mansion.

    As time passed, the X-Men continued to remain busy battling such threats as the steel-skinned Warhawk, the hypnotic Mesmero, and Moses Magnum. During their battle with Moses Magnum, they were accompanied by the Japanese mutant Sunfire and the newly-minted Canadian super-team, Alpha Flight. While celebrating their victory over Moses Magnum, Cyclops noticed that despite the fact that the Alpha Flight member, Wolverine, was the most intense man he had ever met, he still made time for romance. Taking Wolverine's example, when the X-Men returned to New York, Cyclops proposed to Jean Grey, who readily accepted.

    Suddenly after accepting Cyclops's proposal, Jean found herself in another time marrying Sir Jason Wyngarde. She then snapped back to reality, terrified. Professor X soon deduced that Jean's illusions were being caused by some sort of psychic attack. Unsure of who was causing the attack, the X-Men continued on as normal, aiding the African mutant Ororo Munroe against the other-dimensional Arkon and saving the young mutant Kitty Pryde from a robot attack. They also aided the mutant songstress, the Dazzler, against a similar robot attack. Using the clues gathered at both locations, the X-Men were led to the New York branch of the Hellfire Club, where Jean instantly recognized Jason Wyngarde from her illusions. Discovering that Jason Wyngarde was their old foe, Mastermind, the two teams prepared to battle one another. Before the battle could even officially begin, however, the X-Men were teleported aboard a Shi'ar starship by Lilandra, now Empress, who informed them that the legendary chaos-bringer, the Phoenix Force was recently discovered inside the Earth's sun. Cyclops argued against destroying the sun and asked Lilandra to give them 24 hours to discover another way to stop the Phoenix Force. After the 24 hours were up, Cyclops explained to Lilandra that the Phoenix Force could possess a human host and therefore escape from the sun. Lilandra agreed that possession would work, but then asked if the X-Men had such a sacrificial lamb, given that possession by the Phoenix Force would kill the host. Cyclops volunteered himself but as he prepared to travel into the sun, he was knocked unconscious by an unknown assailant. When Cyclops awoke, he demanded that the Shi'ar stop the procedure and contact the person aboard his shuttle. Upon doing so, the Shi'ar and the X-Men discovered the assailant was the Nightcrawler, who revealed that he had only aided Eric the Red because he was persecuted in his own country. Nightcrawler then revealed that months after his earlier defeat, he discovered that the X-Men were actually fighters for freedom and that he had wronged the X-Men by battling them. He then explained that should one of the X-Men be killed by the Phoenix Force, the world would miss them, but he on the other hand, would not be missed. Cyclops tried to talk Nightcrawler out of sacrificing himself, but Nightcrawler claimed that his mind was made up. Nightcrawler then flew his shuttle into the sun, where the Phoenix Force possession killed him. The X-Men then mourned the death of a noble soul.

Comments: Created by Kurt Busiek, Rodney Ramos, and Doug Hazlewood.

This reality diverged from events in Giant-Size X-Men#1

This reality's core continuum designation was revealed in the All-New Official Handbook of the Marvel Universe A to Z Update#1 - M'Kraan Crystal entry.

Profile by Proto-Man


No known connection to


Ororo Munroe was a weather-manipulating mutant who was worshipped in Africa like a goddess, like her Earth-616 counterpart. Since the original X-Men never split up, Ororo never became the X-Man known as Storm. She did, however, meet the X-Men with the other-dimensional Arkon attempted to make her his bride.

--What If? II#23


Kurt Wagner was a mutant with a freakish appearance and teleportation powers, like his Earth-616 counterpart. Since the X-Men were never captured by Krakoa, Nightcrawler was never contacted by Charles Xavier and was instead contacted by the Shi'ar Eric the Red. Nightcrawler was happy to escape the persecution that he suffered in Germany and following his defeat at the hands of the X-Men, he vowed revenge. Years after escaping, Nightcrawler spied on the X-Men and learned their true nature as heroes. He then followed them into space where he sacrificed his life to save the Earth's sun.

--What If? II#23 (fb), (#23d,


Since the original X-Men were never captured by Krakoa, John Proudstar never joined the team and instead joined Eric the Red when attacked the X-Men. Unfortunately for John, Iceman quickly froze him where he stood.

--What If? II#23


Since the original X-Men were never defeated by Krakoa, Sunfire was never contacted by Professor Xavier to join the X-Men. Sunfire did, however, remain an ally of the X-Men due to her past encounter with them and when they aided him and the Canadian superteam, Alpha Flight, against Moses Magnum.

--What If? II#23


Since the original X-Men were never captured by Krakoa, they remained together long after Krakoa's defeat, making a new X-Men team pointless. Soon after Krakoa's defeat, they defeated Count Nefaria and were attacked by Eric the Red from the Shi'ar. While on a mission in space, Lorna Dane piloted their damaged shuttle back to Earth safely, a mission that prompted the Beast to rejoin the team. Two weeks after the incident in space, the team was contacted by the Shi'ar Princess Lilandra, who asked their help in stopping her mad brother, D'ken. The X-Men did so, and in the months that followed, met other mutants from around the world, such as the African Ororo and the Canadian superteam, Alpha Flight, and its leader, the Wolverine. They eventually were poised to battle the Hellfire Club, but were teleported to a Shi'ar shuttle, where Lilandra explained that the legendary Phoenix Force inhabited Earth's sun and needed to be destroyed. Nightcrawler, an old foe of the X-Men, knocked Cyclops unconscious and sacrificed his own life to save the sun.

--What If? II#23 (fb), (#23,




What If? II#23, front cover (The X-Men, main pic)

 p4, pan5 (Nightcrawler and John Proudstar pics)

 p18, pan1 (Sunfire)

 p20, pan1 (Ororo Munroe)

 p23, pan5 (the X-Men, with Xavier)

Any Additions/Corrections? please let me know.

First Posted: 06/29/2005
Last Updated: 02/14/2007

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