Review of Uncanny X-Men Issue #37

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Uncanny X-Men Issue #37 (October 10, 1967)

Story By: Roy Thomas

Art By: Ross Andru and Don Heck

Rating: 2 stars out of 5

Brief Description: The X-Men finally reach the headquarters of Factor Three, but they soon find themselves captured and on trial for crimes against mutant-kind!

Characters Introduced in This Issue

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*Changling (Kevin Syndey): Changling first appeared in X-Men as a member of Factor Three as the Mutant Master’s second in command. Changling is dying of a terminal disease and he seeks out Professor X for reform. Professor X then has Changling take over the Professor’s place while Xavier prepares for an alien invasion. Changling was known as Morph on the 90s X-Men tv show.

-Powers: Changling has the power to change his physical appearance and voice to resemble any person that he chooses to imitate.

photo 3*Mutant Master: Mutant Master is the leader of Factor Three. It is originally believed that he is a human mutant, but in reality he is a Siris alien. Mutant Master rarely reappears after this brief Factor Three saga.

-Powers: Mutant Master has no powers and relies on his technology to accomplish his goals.

Recurring Characters in This Issue: Unus the Untouchable, Factor Three, the Blob, the Vanisher, Mastermind, Banshee, Cyclops, Angel, Beast, Professor X, Jean Grey, Iceman


This issue takes place directly after the last issue ends with the X-Men flying to Europe. Their flight is interrupted early though, when a ship from Factor Three attempts to blow up their plane. The X-Men jump out of the plane so that the mysterious Factor Three vessel will not kill the innocent civilians and Cyclops is able to destroy the enemy ship with his eye beams.

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Unfortunately for the mutant teens, they are still in danger as they hurtle towards the ground. I don’t usually post full-page sequences from the comics, but I really enjoyed the panels where they were falling so here they are!

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Once the X-men reach the ground, they are knocked unconscious by sleeping gas and are captured by Factor Three. When they wake up they find themselves trapped in an invisible dome and it is revealed that the Vanisher, Blob, Unus, and Mastermind are all part of factor three. The leaders of Factor Three are revealed to be Changling and the Mutant Master.

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The Mutant Master puts the X-Men on trial for crimes against mutant-kind and their old foes testify against them. The X-Men are sentenced to death and the Mutant Master reveals his plan to conquer the planet.

Mutant Master plans on causing World War III by blowing up diplomats at a Cold War peace meeting and then taking over an American missile site and launching missiles at the soviets.

Mutant Master hooks the X-Men up to a device that will make the mutants his slaves, but the X-Men are able to escape with some ingenuity from Cyclops.

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Mutant Master and Factor Three flee and the issue ends with the X-Men stuck at Factor Three’s headquarters as Mutant Master’s plan is about to unfold in only a few hours.


This issue is definitely a step up from the last issue, which was probably my least favorite X-Men issue ever. I was happy to finally see Factor Three, but the villainous team wasn’t as exciting as I wanted it to be.

It was great to see Unus, Mastermind, Blob, and Vanisher return but none of them did anything in this issue. Changling and Mutant Master also didn’t really do anything in this issue.

Another problem I had with this issue was the trial of the X-Men. It was pretty boring and didn’t seem very necessary besides the fact that it reintroduced some of the X-Men’s old foes.

One thing I did really liked a lot about this issue was the airplane sequence. I really enjoyed all of those panels. It was a unique problem that the X-Men hadn’t faced before and they all had to work together and be creative to save each other.

I also enjoyed the fact that Mutant Master was trying to create World War III. He felt very much like a bond villain as he described his plans to the X-Men.

All in all I’ve heard very bad things about the Factor Three story line in the past and it is looking like what I’ve heard is probably true. Hopefully this Factor Three saga ends quickly so X-Men can improve again!

A couple final notes:

1. Cyclops’ leadership never falters.

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2. Angel continues to be foolhardy.

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