The X-Men #39
The X-Men #39 marks the end of the long-running Factor Three storyline—one of the earliest multi-issue arcs in the title's history—and closes it with the alien unmasking of the Mutant-Master, a twist that repositioned the book from pure mutant-versus-mutant conflict toward broader science-fiction stakes. More durably, the issue introduces the first-ever individualized costumes for the original five X-Men, replacing their matching uniforms with distinct looks that would define the characters visually for decades; Jean Grey's green minidress in particular became one of the most recognizable superhero costumes in Marvel history. The backup story 'Lonely Are the Hunted!' begins the ongoing 'Origins of the X-Men' series with the first account of Cyclops' pre-team life, including the cameo introduction of Jack O'Diamonds (Jack Winters), the villain who shaped Scott Summers before Professor X found him. Together these two narratives make #39 a structural turning point for the Silver Age X-Men: the old threat closes, a new visual identity opens, and the team's personal histories begin to be told in earnest.
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We Buy Collections ▸History
Writer Roy Thomas took the helm of X-Men from Stan Lee and Jack Kirby beginning with issue #20 and used the Factor Three saga—seeded as early as #28—as his signature extended plotline, finally resolving it here in #39 (cover-dated December 1967, on sale October 1967). The lead story was penciled by Don Heck and inked by Vince Colletta, with a cover by George Tuska; the backup was penciled by Werner Roth and inked by John Verpoorten. By late 1967 the title was struggling in sales, and the costume overhaul at the issue's end was a deliberate editorial attempt to modernize and reinvigorate the franchise by giving each member a distinct visual identity in the manner of other Marvel teams. The issue's main story was later reprinted in X-Men #87 (April 1974), and the backup in Amazing Adventures (Marvel, 1979 series) #2.
Trivia · 8 facts
- Title of lead story: 'The Fateful Finale!' (15 pages). Title of backup story: 'Lonely Are the Hunted!' (5 pages). Cover date: December 1967.
- Creative team — lead story: writer Roy Thomas, pencils Don Heck, inks Vince Colletta, letters Artie Simek, cover George Tuska. Backup: writer Roy Thomas, pencils Werner Roth, inks John Verpoorten.
- Concludes the Factor Three storyline, revealing the Mutant-Master to be an alien from the Sirius star system rather than a mutant; Banshee's sonic scream forces the creature into its true form, and it commits suicide rather than face defeat.
- First appearance of individualized costumes for all five original X-Men — replacing their matching uniforms — including Jean Grey's green minidress and yellow boots, which remained her signature look through the mid-1970s and has been periodically revived ever since.
- In-story, the new costumes are credited as Jean Grey's design, with Professor X having secretly authorized the change as a reward for the team's growth; each member receives a distinct color scheme (Cyclops: blue-gold-red; Beast: red-blue; Angel: red-yellow).
- The backup story 'Lonely Are the Hunted!' begins the 'Origins of the X-Men' feature, recounting Cyclops' life as a runaway orphan and his encounter with the criminal mutant Jack O'Diamonds (Jack Winters) — a cameo introduction; Jack's full appearance comes in X-Men #40.
- Changeling (Kevin Sydney) defects from Factor Three within this issue by freeing Professor X and Banshee before the final battle, foreshadowing his later turn as Xavier's secret stand-in (fully developed in X-Men #65).
- Reprints: Lead story reprinted in X-Men #87 (April 1974); backup reprinted in Amazing Adventures (Marvel, 1979 series) #2 (January 1980). Both stories collected in X-Men Epic Collection Vol. 2: Lonely Are the Hunted (2016) and X-Men: Children of the Atom — Silver Age Vol. 3 (2019).
Cast · 18 characters
Full credits
Reprints
Reprinted in Fantastic! #77 (1968), Fantastic! #78 (1968), Fantastic! #79 (1968), HIP Comics #1995 (1969), Hit Comics #95 (1969), Strange #39 (1973), The X-Men #87 (1974), Patrulla-X #18 (1974), Amazing Adventures #2 (1980), Spidey #55 (1984), The Marvel Saga the Official History of the Marvel Universe #4 (1986), The Official Marvel Index to the X-Men #2 (1987), Marvel Special #4 (1995), Marvel Special #14 (1998), Marvel Masterworks: The X-Men #4 (2004), Essential Classic X-Men #2 (2006), The X-Men Omnibus #2 (2011), The X-Men Omnibus #2 (2011), Marvel Masterworks: The X-Men #4 (2011), Marvel Masterworks: The X-Men #4 (35) (2011), X-Men Epic Collection #2 (2016), X-Men: Children of the Atom #[3] (2019), Los Hombres X #37, X-Men #1
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