Xavier telepathically orders Beast to attack, and Iceman and Storm to pool their powers, but Bobby can't ice up. Meanwhile, David is taunting Xavier, and rearranges Betsy's body to look like him (or his warped self-image), while fending off an attack from Beast. Suddenly, Hank is home and his mother is telling him to get ready for his prom date (a lovely nubile teenaged human who thinks he's cute). Beast immediately realizes that David's toying with him, and he is. All he wants in return for making Hank's ideal life a reality is for Beast to kill his teammates. Beast doesn't bite, of course, so David beats the hell out of him, which he was going to do anyway.

Storm attacks on her own, but is beaten back, even as David homes in on the plane carrying Scott, Jean and Peter. He blows it up, but not before teleporting the X-Men to the ground, and in costume to boot! David heads for Cyclops and starts to possess him, but Scott opens his eyes and fries the mutant, which unfortunately has no bigger effect than making him uglier and madder. As David pounds on the X-Men, Xavier mentally tries to get Bobby to break past his nerves, but nothing works until David grabs Storm and Charles focuses Bobby on Ororo's mortal danger. Iceman emerges as a spiky bad@$$, but unfortunately gets a truck dropped on him by the reality-warping villain.

Then David grabs Xavier and starts teleporting around the globe with him, stopping at all the points on his book tour and blowing people up. Paris, Madrid, Rome, Sydney - the death toll mounts, and every witness sees Xavier in the company of "Proteus." In minutes, David destroys the good will Charles has built since the Magneto affair. Something's blocking David from getting to New York, so he returns to Berlin, site of the last family holiday. He reveals that he's so upset about that trip because Charles spent the entire soccer game they went to sitting next to David and talking telepathically to Magneto.

Moira screams for help, but the X-Men are thwarted by David's forcefield and cannot help their mentor. Suddenly a telepathic voice breaks in on David - it's Agent Braddock, who has been slowly jamming him from the inside, and starts to take back control of her body. Charles wants Betsy to commandeer David's powers and resurrect the people he murdered, but she doesn't have that much control. She begs Xavier to kill her while she can still influence David. Charles balks, and David taunts him, as even Moira screams for her son's death. But Xavier can't do it, and as Betsy (or is it David now??? - key question) screams for Xavier to kill him, Colossus finally slams a truck onto the boy. It's over.

Then Moira screams, Cyclops is stunned, but accepting, and Storm is freaking out over Bobby, who's badly wounded.

Later, after David's funeral on Muir Island, Moira and Charles discuss Betsy's father, who accepted her death with equanimity and even came to David's funeral. Moira doesn't think she could have been that strong. Charles notes that the students can't relate to him now, and that he's screwed up royally: David and Betsy dead, Bobby in critical and his parents pulling him from the school and suing for willful neglect. He questions how he can run a school when he failed his own son so miserably. Charles first labels himself a monster, but then switches to careless and naive, which he feels is worse.

And so, he tells Moira, he's closing down the Institute and disbanding the X-Men as soon as he gets back to New York.

Review: I was actually a little disappointed in this issue, and I'm afraid that the re-hashing of old X-Men storylines with new characterizations may have run its course for me. I hope that's not the case, but that's the feeling I got from this issue.

This is not to say that there weren't some great scenes revolving around the relationship between David and Charles. Millar really puts a lot of effort into describing the rage and pain that causes David to go nuts. But in the end he just seemed like another megalomaniacal villain, when I felt he should have had a little more of the lonely teen looking for love and acceptance in him. Then again, he was waaaay beyond looking for help, so maybe not. However, the fight also seemed formulaic, down to the almost-standard temptation of Beast. I mean, it wasn't even an issue for Hank, which made it seem even more forced, racing to the inevitable conclusion of Colossus's killing blow. In this case I even think that sticking to the original story of Colossus killing Proteus may have hurt the story, rather than give a nostalgically "good twist" feeling, because there was no twist. Thankfully, the upcoming Phoenix storyline is taking a completely different tack than the original (or so I've heard) so there's hope for fresh meat there.

There were other important points this ish, like Bobby's fear and obvious love for Ororo, or Storm's own wonderings on whether Charles is manipulating their thoughts all the time. I did like seeing those worked into this story, but overall it just fell flat.

Maybe it was the art. Bachalo did a good job with Proteus, but the whole story just didn't have the "realistic" feel that Adam's art does. So it came off as cartoony.

The end was really the best part for me. It all comes crashing down, and the climax of events really takes place on the last two pages, not in the fight itself. Well, maybe that was the point, that the fight was not important in and of itself, but the results will be. Hmmm... did I under-think this one? I don't know. You decide.

Sorry for the confused ramblings. I still hold this up as one of the weaker Ultimate issues, but to each their own.