The Ed Brubaker-to-Matt Fraction writing transition on "Uncanny X-Men" has been a smooth one, and since Fraction has taken over, the series has been better than it has in years, but sometimes it takes a step away from the X-Men proper to give a writer room to tell a story. Sometimes the focus on peripheral matters can allow for more freedom to make a story resonate.

That's what we get in "Uncanny X-Men Annual" #2 -- Matt Fraction's best X-Men work to date, even though there's nary an X-Man to be found.

Oh, there's an X-Woman, of course, in the form of Emma Frost, but even with her central role on the team throughout this decade, she has still never seemed like a true member of the X-Clan. She's important, absolutely, but even as a team leader, even as the not-afraid-of-PDA companion of Scott Summers, she still feels like an outsider who has infiltrated the ranks. She's too devious, and too tainted by history, to be unconditionally accepted.

Fraction uses all of that history to great effect here. This is Emma Frost, unleashed, but with a depth of character that we rarely see in her. And even though this comic is ostensibly a "Dark Reign," tie-in, it's more about how she handles the new status quo than the status quo itself. It's about her strangely affecting relationship with Namor, and her history with Sebastian Shaw. It's about who Emma Frost is now, and who she was as a member of the Hellfire Club. And it's surprising and alive and full of robot attacks and bedroom intrigue. It's very good.

It also looks fantastic, thanks to the artistic tag-team of Mitch Breitweiser and Daniel Acuna. Both of them have been wasted, in recent years, on sub-par projects featuring the ghost of Captain America and the uninspiring Eternals (respectively), so it's nice to see them tackle a project that's worthy of their talents. Breitweiser handles the modern day sequences, and Acuna illustrates the Hellfire Club-era flashbacks. Their styles are not complementary at all, with Breitweiser's sketchy realism contrasting with Acuna's lush watercolor-by-way-of-Wacom effects. Their distinctive styles work in favor of the two narrative strands, and both artists produce excellent work here.

"Uncanny X-Men Annual" #2 is surely a prime example of the "superhero decadence" Bill Willingham recently railed against, and it's clear that Matt Fraction knows it. He plays off that decadence and tells a story within it -- a story about power and manipulation, about revenge and deception. It's a fully-embraced superhero decadence, and it's magnificent.

Sample CBR's "Uncanny X-Men Annual" #2 preview to see a few decadent pages for yourself.