Type: Divergent Earth

Environment: Earth-like

Usual means of access: Presumably vibrational attunement

Dominant Life Form: Humans, mutants

Significant Inhabitants: Aimee, the Ani-Men (Ape-Man, Bird-Man, Cat-Man, Dragonfly, Frog-Man), the Avengers, Black Tom Cassidy, Reverend Craig, Crystal, the Fantastic Four, Edwin Jarvis, Krakoa the Living Island, Living Laser, Moira MacTaggart, Namor the Sub-Mariner, Count Luchino Nefaria, Uatu the Watcher, the Vision, the new X-Men (Banshee (Theresa Rourke), Beast, Namorita, Professor X, Quicksilver, Scarlet Witch, Rahne Sinclair, Thunderbird (James Proudstar)), the original X-Men (Angel, Banshee (Sean Cassidy), Colossus, Cyclops, Havok, Iceman, Marvel Girl, Nightcrawler, Polaris, Storm, Sunfire, Thunderbird (John Proudstar), Wolverine)

Significant Locations: Atlantis; Charles Xavier's School for Gifted Youngsters in Westchester, New York; Colorado; Ireland; the Polynesian Islands; the Scotland Highlands

First Appearance: What If? II#9 (January, 1990)

History: (What If? II#9 (fb)) - When the original X-Men were captured by the mutated island, Krakoa, Professor Xavier contacted several international mutants to form his new X-Men. Their first mission was to save the original team from Krakoa and in the process of doing so, Polaris temporarily stopped gravity's pull on Krakoa, causing it to fly into space. Unfortunately, the X-Men were unable to get off of Krakoa in time and they too, flew into space, where they perished along with Krakoa due to the lack of air and the pressures of space.

 (What If? II#9) - The only surviving X-Man, Hank McCoy, the Beast, contacted Dr. Moira MacTaggart in Scotland in hopes that her presence may cheer up Professor Xavier, who had become severely depressed and distant since the deaths of the X-Men. While Moira was preparing to leave for America, her young friend Rahne Sinclair ran from her guardian, Reverend Craig. Moira managed to convince Reverend Craig to allow Rahne to travel with her to America and the two set off for America.

Once arriving in New York, Moira and Rahne were introduced to Hank, who alerted Professor Xavier to their presence. Moira introduced Rahne to Xavier in the Cerebro room of the mansion. When Rahne asked if the computer was humming at her, Xavier explained that Cerebro just had a few loose circuits. Professor X then made a quick exit, explaining that he wasn't fit company lately and asked Hank to explain to Moira and Rahne the reasons why. Hank removed his latex costume, revealing his blue-furred true form, and explained the deaths of the X-Men to Moira and Rahne, and how Xavier had telepathically felt each death in the minds of his X-Men. Days later, Hank showed Rahne the computer room of the mansion, just as the form of Count Luchino Nefaria appeared onscreen and demanded money from each nation of the world or he would destroy the Earth. The Beast asked Xavier if he should leave for Nefaria's base in Colorado, but the Professor told Hank to leave this emergency for the Fantastic Four or the Avengers. The Beast then tried to contact the Avengers, but was met with the face of Edwin Jarvis, who explained that the Avengers were off the planet at the time.

Despite Professor X's protests, the Beast used Cerebro to contact a group of mutants to stop Count Nefaria. He first telepathically contacted Wanda Maximoff, the Scarlet Witch, on her honeymoon with the android Vision. He then contacted her brother, Pietro, also known as Quicksilver, who was spending time with his wife, Crystal. In his attempt to contact Namor the Sub-Mariner, he accidentally contacted his cousin, Namorita, who was glad to aid Beast against Nefaria. As Cerebro began to humm and buzz louder than normal, Hank politely asked Rahne to step back from Cerebro as he picked up a pair of signals coming from Ireland. He then noticed Black Tom Cassidy, training what appeared to be the deceased X-Man Banshee. Discovering that the green and yellow-clad mutant was in fact, the Banshee's daughter, Theresa Rourke, the Beast attempted to persuade her to join him. When Black Tom tried to block Hank's access to Theresa, he switched to Arizona, where he found the deceased X-Man Thunderbird's younger brother, James. When the Beast asked James to join the ad-hoc X-Men team, James agreed, only under the condition that he meet Professor Xavier afterwards, as he blamed Xavier for his brother's death. The Beast then loaded the Cerebro file on the deceased Nightcrawler into his brain and managed to teleport himself and the mutants he contacted to Colorado.

When they all arrived, he noticed that Rahne had also been teleported them, meaning that she was a mutant as well. As the Beast tried to figure out how to enter Nefaria's base, the Scarlet Witch used her hex powers to open a side panel, gaining the team entrance. Once inside, the Beast asked Rahne to stay put so as not to put her in harm's way. As the team headed for Nefaria, Theresa Rourke decided to call herself the Banshee, in honor of her deceased father, whom she had just recently found out about due to the Beast's telepathic contact with her. Ape-Man managed to ambush them, grabbing James Proudstar by the neck and knocking the Beast to the ground. The Banshee used her sonic powers to temporarily disable Ape-Man as the other Ani-Men attacked the group. The ad-hoc X-Men made quick work of the Ani-Men, with the Scarlet Witch causing Frog-Man and Cat-Man to collide, and Namorita kicking Bird-Man in the jugular. As the battle continued, Dragonfly used her hypnotic abilities to freeze the group in place. Discovering the trapped mutant via his telepathic powers, Professor X attempted to ask help from Rahne Sinclair, but discovered that she had not stayed put and was heading into the battlefield. Xavier telepathically kickstarted her mutant powers, causing Rahne to transform into her wolf-form and attack Dragonfly, giving the Beast and the others enough time to regain their senses. The group rounded up the Ani-Men and chased Count Nefaria to his drone plane, where the Banshee attacked the plane with her sonic powers. The resulting explosion caused her to fall from the sky, where James Proudstar reacted quickly and caught her.

Following the defeat of Count Nefaria, Professor X suggested that the group remain together as the new X-Men, but Quicksilver and the Scarlet Witch said that they could not commit to a full-time team, as Quicksilver was a member of the Inhumans and Scarlet Witch, an Avenger. They agreed to take reserve status and come running whenever they were needed. Realizing that his blame on Professor Xavier was misguided, James Proudstar agreed to join the new X-Men, using the codename of Thunderbird and the others also agreed to stay on, thus creating a new X-Men legacy.

(Quasar#6) - This Earth was viewed by Uatu the Watcher from his home on the moon in Earth-616's dimension. When the Living Laser entered the Watcher's home while fleeing from Quasar, he entered the Watcher's viewing portal, traveling to the alternate Earth.

(Quasar#30 (fb)) - After meeting his double on this Earth (called E105709 by Uatu), the Living Laser decided to return to Earth-616 by traveling through the portal of this reality's Uatu. However, he created a divergent self in doing so, and his divergent selves continued to travel through the multiverse, creating more divergents. They were ultimately collected by Quasar on behalf of Earth-616's Uatu.

Comments: Created by Roy Thomas, Rich Buckler, and Sam Delarosa.

This alternate Earth diverges from the events in Giant-Size X-Men#1 (1975).

Profile by Proto-Man


No known connection to


Count Luchino Nefaria was the exact same as his Earth-616 counterpart, except for during his threat against the Earth, he perished in the drone plane when the Banshee caused it to explode.

-- What If? II#9 (#9d,


The new X-Men were formed as an ad-hoc group of mutants whose job was to stop Count Nefaria from destroying the Earth. After his defeat, they agreed to become the new X-Men, since the originals had perished against Krakoa the Living Island. With Quicksilver and the Scarlet Witch, the new X-Men also consisted of (counter-clockwise from top left):


 Namorita was the exact same as her Earth-616 counterpart, up until the Beast contacted her while trying to reach Namor the Sub-Mariner. Namorita readily agreed to help the Beast defeat Count Nefaria and joined him in battle against Nefaria and his Ani-Men. Following Nefaria's defeat, Namorita agreed to join the newly-formed X-Men team.


 James Proudstar was the younger brother of John, the original Thunderbird and former X-Man. When John left to join the X-Men, he left a letter explaining where he was going and when he died in battle, Xavier sent a letter explaining how John died a hero. Angry at Xavier for allowing his brother to die, James only joined the Beast against Nefaria in order to kill Xavier afterwards. Although, after defeating Nefaria, James realized that John did die a hero, risking his life to save others. Moved by his brother's bravery, James named himself Thunderbird in his brother's honor and joined Professor Xavier's new X-Men.


Rahne Sinclair was a young Scottish mutant who traveled to America with Moira MacTaggart to aid Xavier during his time of severe depression after the deaths of his X-Men. Rahne was accidentally teleported to Nefaria's base along with the other mutants and she had her powers prematurely activated by Xavier during the battle. Transforming into a wolf-like form, Rahne attacked Dragonfly, who had hypnotically frozen the other mutants. After the battle, Rahne joined the new X-Men with the others.


Henry McCoy was the only surviving member of the original X-Men, as he was a member of the Avengers at the time of their deaths. Hearing of the deaths, Hank visited Professor X and found him wallowing in self-pity and guilt over the deaths. He soon contacted Moira MacTaggart, an old friend of Xavier's, whom came from Scotland to aid Hank in the housekeeping at Charles Xavier's School for Gifted Youngsters. When Count Nefaria threatened the world, the Beast used Cerebro to contact other mutants to help him defeat Nefaria. After Nefaria's defeat, the Beast agreed to stay and become field leader of the new X-Men.


Theresa Rourke was the daughter of the X-Man Sean Cassidy, the original Banshee. Before her meeting with the Beast, Theresa had no memory of her father and was raised by Sean's cousin, Thomas Cassidy, who trained her to become a criminal. Contacted while training, Theresa agreed to help the Beast defeat Count Nefaria and during the battle, she used her sonic scream to detonate Nefaria's drone plane, killing him. The blast knocked her out of the sky, where she was caught by James Proudstar. After she awoke, she agreed to join the newly-reformed X-Men.

--What If? II#9


The original X-Men line-up perished in a battle against Krakoa the Living Island, when Polaris reversed gravity, causing the island to fly into space with them still on it. Before their deaths, each member of the team was exactly like their Earth-616 counterpart. Their membership included: (counter-clockwise from top left):

The Angel, Iceman, Cyclops, Havok, Marvel Girl, Polaris, Nightcrawler, Thunderbird (John Proudstar), Wolverine, Colossus, Storm, Banshee (Sean Cassidy), and Sunfire.

--What If? II#9d (fb)


What If? II#9, front cover (Beast & Xavier at X-Men's funeral)

 p1, splash page (the original X-Men)

 p24, pan1 (Count Nefaria)

 p26, pan7 (the new X-Men)

Quasar#6 (January, 1990) - Mark Gruenwald (writer), Paul Ryan (pencils), Danny Bulanadi (inks), Howard Mackie (editor)
Quasar#30 (January, 1992) - Mark Gruenwald (writer), Joel Zulueta, Pat Broderick & Co. (pencils), Fred Fredricks (inks), Kelly Corvese (editor)

Any Additions/Corrections? please let me know.

Last Updated: 06/18/05

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