SPOILER WARNING: The following contains spoilers for "Uncanny X-Men" #513.

The mutants are angry. In part one of the Dark Avengers/Uncanny X-Men crossover, "Utopia," mutants took to the streets San Francisco and expressed their rage through acts of protest and super powered mayhem, attracting the attention of thousands upon thousands of people, including Norman Osborn.

Fired up super-powered people are a challenge to Osborn's Dark Reign over the Marvel Universe, but the mutant population is not something he can tackle in an aggressive and public manner -- at least, not yet. So in "Uncanny X-Men" #513, part two of "Utopia," Osborn enacted both public and secret plans to help him bring mutants under control.

Today in part two of EVOLUTION REVOLUTION, "Utopia" writer Matt Fraction joins CBR once again for an exclusive page-by-page look at all action and intrigue of his story's second chapter, which was illustrated by Terry and Rachel Dodson. If you're just joining us, welcome! You can get caught up by reading the first installment right here.

CBR: Cyclops shows off that he's more than just the brains of the X-Men by easily eluding the H.A.M.M.E.R. Agents tasked with arresting him.

MATT FRACTION: He does a lot of move planning and barking of orders in that first issue. Once Cyclops was out there though in the streets it was important to see the leader leading and being a man of action. It was nice to see him asserting his own authority over events rather than just stopping in the name of the law because the name of the law asks you to. So it was also important to show Cyclops not just putting up his hands and doing what the law tells him to do.

And this was just one of my favorite scenes with Terry [Dodson]. That shot of him vaulting away was great stuff.

In this scene there's a very tense reunion between Hank McCoy and his old mentor Professor Charles Xavier, who readers discover later on in this issue is the real deal.

We know but Hank doesn't, poor guy. He can't really trust anybody. It's heartbreaking to write Charles and McCoy at odds like that. It's sad. Things are dire.

Professor X seems more than a little disoriented and worked over in this scene. Is it possible that he's experienced the effects of the Omega Machine that he warns Hank about on the next page?

Yes, he absolutely has. The dots are not incredibly difficult to connect. Charles has been roughed up a little bit, which is also a bummer because it's the first time I've gotten to write Professor X and he's sort of beaten up. He's not his wonderful, glorious Patrick Stewart largesse, but rather a compromised, beaten up dude trying very much to keep it together.

More will be revealed. As we progress through the story what exactly is going on in the belly of Alcatraz is revealed. It puts a couple of different pieces together and yes there is something happening to mutant prisoners here.

In this scene we see that Henry McCoy's opposite number from another timeline has secretly joined the ranks of Osborn's Dark X-Men. What made you want to include Dark Beast in this storyline?

After issue #512, we've had a good five or six issues of Hank McCoy: Science Hero. He's so much fun to write. I've got a lot of affection for the character and here we've got this anti-Beast that is a perversion and corruption of everything that's good and true in Hank, and the duality of these characters is a lot of fun. I think Mike Carey did some great work with both Beast characters in "Endangered Species" so this is a callback to that.

He's also here because of Norman's strategic thinking. When you've got a line up of people in front of cameras and you're declaring them the X-Men it makes sense to have a big guy with wings, a guy in a wheel chair and a Beast-looking fellow.

In this double-page spread, Norman Osborn introduces Emma Frost to the team members that he recruited that make up the public face of her Dark X-Men. Why did you want to include these particular characters in the roster?

Mimic is formidable and I think he's a lot of fun. And like I said, there's something to having a big fellow with wings on a team claiming to be the public's X-Men. I also like the feeling that he's an also- or never-ran. It's like, off to the side he's in his own Kevin Costner movie and people are wondering if he's over the hill or if he has one last chance to make a go out of it. That's something I hadn't really done before so it was nice to get a taste of that.

Cloak and Dagger made sense because they're such terrific characters and bringing them back, brushing them off and putting them here was a lot of fun. Both of their power sets are great and this is an opportunity to use them in a way we've not seen in awhile. What happens when you take these perpetual runaways and force them to be part of a team?

Weapon Omega's power set makes him really formidable and it's something quite functional. Looking at him, one could connect the dots with regards to what Osborn and Dark Beast are up to.

And Daken being in this scene leads to my favorite line so far in the crossover, "People love Wolverine. Who knew?" And with Daken as Wolverine, I get to write someone who's definitely psychotic. Whereas Wolverine is a beer-swilling redneck, Daken is the opportunity to write a refined and almost erudite Wolverine. I really like what ["Wolverine Origins" writer] Dan [Way] has done with Daken. He's such a great foil for Wolverine.

Prince Namor, the Sub-Mariner, is the final member of the Dark X-Men.

He's Emma's addition to the team, which ties the team a little more into the Cabal and this year's X-Men Annual. His arrival shows that Emma is playing some games of her own. She's not passively taking things. She' making these incredibly difficult decisions on the fly. Is she playing along with Osborn? Is she trying to do the right thing? Has she given up and is she doing the wrong thing? Is she so furious with Scott that she's willing to find her own means to justify her own ends? These are the questions I hope readers are wondering about. Whose side is Emma really on? And with Namor there, what does that mean?

With this scene, many readers are probably wondering just exactly who or what Simon Trask is.

That's explicitly answered next issue. We got a little hint of how dangerous he is as the end of "Uncanny X-Men" #500 and this is a distant callback to that. He's more than just a guy in a suit and tie. This is his plan. We've been quietly building to this and the question now is, out of all those people he was marching with in the first part of "Utopia," how many had he touched?

Hellion recruits some other disgruntled mutants and outlines his own plan for a more public and more aggressive solution to the mutant problems currently plaguing San Francisco. What made Hellion a good ringleader for this group?

I think it fit his personality and there's the youth-in-revolt factor. He's not really one for strategy. He's okay with getting arrested just as long as a large numbers of people all over the world see it. He's an angry guy and doesn't like being told what to do, especially that he can't go outside because he's a mutant. Imagine being told you can't go out after dark because you've got brown hair.

So he's found that not everybody wants to passively resist what's going on. He's definitely one of the more headstrong members of the younger X-Men. There's a reason why he's wearing the striped Quentin Quire sweater.

The collection of mutants with Hellion are interesting in that they include more notable mutants like Sunspot and Avalanche as well as characters nobody expected to see again -- like Adam X.

Things are getting F'ING EXTREME! [laughs]. It's a complicated thing that's going on. It transcends good, bad, and everything else, so it's all able bodied hands on deck, whether that's somebody great like Avalanche or Sunspot, or whether its somebody further down the totem pole like Adam X.


Terry and Rachel Dodson are able to perfectly handle the big crazy action moments with grace and fluidity. Their art is like a Max and Dave Fleischer cartoon. Their action scenes are just so smooth and great. Then they've got a knack for acting. They develop emotions and little subtle things. Terry can find ways to quietly evoke even the most arcane details from my scripts. They'll be details that I just put in there to build mood for him and suddenly there's a thing where the camera tilts a little bit or pushes in ever so, and that's great. He brings a real sense of acting to scenes where people are just sitting in rooms talking. They're way formidable, those two crazy Dodsons!


Things go into overdrive and we get to see how the Dark Avengers feel about a group of Dark X-Men running around. Some of them develop a case of oldest child syndrome. Suddenly they're not the apple of daddy's eye anymore and that ruffles some feathers. Why aren't they the ones out there cracking skulls? And how are they going to feel about Daken now? It's like, are you an X-Man or an Avenger?

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