Cover: Rodney Ramos & Jimmy Palmiotti

What If...? #33

Jan 1992 · Marvel · 1.25 USD; 1.50 CAD; 0.70 GBP

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“What if Phoenix Rose Again?”

★ 1st appearance — Omega Red

About this Issue

What If...? (Vol. 2) #33 is one of the most emotionally ambitious entries in the second-volume run of Marvel's anthology series, presenting a sustained alternate-universe reckoning with the Phoenix saga that refuses a tidy ending: the Phoenix destroys the real Jean Grey to preserve her own existence, attempts eight years of quiet domesticity, and ultimately surrenders that life on Destiny's warning that Dark Phoenix is inevitable. The issue also carries an unexpected footnote in X-Men history — a cameo appearance of Omega Red that hit newsstands the same month as his first full appearance in X-Men #4, making it a simultaneous first-glimpse record for one of the era's most prominent new villains. Its cover is a direct homage to Uncanny X-Men #142, linking it visually to the 'Days of Future Past' tradition of Sentinel-hunted dystopias. Logan's role here — the one character perceptive enough to see through Phoenix's deception, then robbed of that knowledge against his will — is among the more psychologically pointed uses of the character in any What If story of the period.

In What If...? #33: "What If Phoenix Rose Again?", a grieving Phoenix—believing she’s destroyed the real Jean Grey—takes up her identity and life, only to discover the Shadow King has raised Jean’s daughter Rachel into a powerful adult on Muir Isle. After defeating the Shadow King and restoring Rachel to childhood, Phoenix struggles to maintain her deception as she fights alongside the X-Men, even as a political crisis forces her to confront the consequences of her lie. With a haunting performance by George Caragonne and striking visuals from Rodney Ramos and Jimmy Palmiotti, this issue explores the cost of identity and the weight of a life lived in another’s shadow—cover by Ramos and Palmiotti.

writer George Caragonne · artist Rodney Ramos · inker Jimmy Palmiotti · colorist Renee Witterstaetter · letterer Janice Chiang · cover Rodney Ramos, Jimmy Palmiotti

ComicBooks.com Value

Our Model is In Beta

Raw (NM) $5

CGC 9.8 · 10 in census $82

CGC 9.6 · 8 in census $36

CGC 9.4 · 2 in census $31*

CGC 9.2 · 1 in census $27*

CGC 9.0 · 2 in census $25*

CGC 8.5 none in existence

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CGC 8.0 · 1 in census $20*

CGC 7.5 · 1 in census $20*

CGC 7.0 · 1 in census $20*

CGC 6.5 none in existence

CGC 6.0 · 1 in census $20*

* estimate — limited direct-sales data at this grade

Our model’s value — refined as new sales data arrives · CGC census counts shown where available

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History

The story is a direct continuation of What If...? (Vol. 2) #32, making the two issues a rare two-part narrative within the anthology format. Both #32 and #33 were written by George Caragonne, with Rodney Ramos handling pencils on both; notably, #32 also carried a script credit for Chris Claremont, though #33 does not — suggesting Caragonne completed the arc on his own. The uncannyxmen.net annotation for #32 records that parts of the two-issue story drew on Claremont's original, unrealized intention for the Phoenix after Uncanny X-Men #137: that she would be stripped of her powers, eventually reject Magneto's offer to restore them, and live out a mortal life — a plan editorially overruled at the time in favor of Jean's death on the moon. These issues gave that road-not-taken a belated airing, set under Tom DeFalco's tenure as editor-in-chief.

Trivia · 8 facts

Title: 'What if Phoenix Rose Again?' — What If...? Vol. 2, #33; cover date January 1992; published by Marvel Comics.
Creative team: writer George Caragonne; penciler Rodney Ramos; inker Jimmy Palmiotti; colorist Renee Witterstaetter; letterer Janice Chiang; editor Craig Anderson; editor-in-chief Tom DeFalco.
Direct sequel to What If...? (Vol. 2) #32 ('What if Phoenix Had Not Died?'), forming an unusual two-part storyline within the anthology series.
Contains a cameo appearance of Omega Red — a single-panel glimpse that went on sale the same month as his first full appearance in X-Men (Vol. 2) #4 (January 1992), created by Jim Lee and John Byrne.
Cover is a visual homage to Uncanny X-Men #142 (1981), the climax of the 'Days of Future Past' arc.
First alternate-universe appearances in this issue include Destiny, Mark V Sentinels, Master Mold, and President David Russell (per the Marvel Database).
Central story premise: the Phoenix Force, having permanently destroyed the real Jean Grey sleeping in her Jamaica Bay cocoon, spends eight years masquerading as Jean — married to Cyclops and raising daughter Rachel — before Wolverine's instincts begin to unravel the deception.
Resolution: after Dark Phoenix manifests to obliterate a Sentinel army, Destiny shows Phoenix visions of her inevitable destructive future, and Phoenix voluntarily dissolves into the cosmos rather than risk that fate — a bittersweet ending distinct from any resolution in the main-continuity Phoenix saga.