The original ending to X-MEN #137 & 138 and the pencils of John Byrne

The Death of Phoenix sequence in X-MEN is a milestone moment in the history of comics, one that changed the very trajectory of the entire industry. We spoke about it at length in a post under the Perfect Game heading:

But just to quickly recap: creators Chris Claremont and John Byrne were heading towards the climax of their Dark Phoenix storyline, in which founding X-Man Jean Grey had been consumed by her cosmic power and become evil, forcing the other X-Men to combat her. As originally conceived, the idea was that Jean’s cosmic abilities would be stripped from her by the alien Shi’ar, and all would be well. However, Marvel’s Editor in Chief had a problem with that ending, saying that because Dark Phoenix had ben shows obliterating a populated planet, she needed to face the consequences of her actions. After a ton of late-in-the-game negotiating, because the issue was just about due to go to print, and even the subsequent issue was largely finished being penciled, the decision was made instead to kill off Phoenix.

This development was a bombshell to fandom, and the frenzy created by this shocking and unexpected twist was the wave that propelled X-MEN from being simply a popular comic book among collectors and turned it into a sales juggernaut, the best-selling title in the Marvel line for more than a decade. So by any objective measure, the decision to change the ending to the story and kill Jean Grey was the correct one. But what would these issues have looked like had that not happened? That’s what we’re here to take a look at.

Fortunately, X-MEN #137 is one of the most written-about comic books ever produced, and so there is no dearth of behind-the-scenes material available concerning it. For this piece, I culled elements from my own files, some of which came from the 1984 PHOENIX: THE UNTOLD STORY (which completed the issue as originally intended, without any of the later alterations), artwork printed in the two issues of THE X-MEN COMPANION from Fantagraphics Books, and PLOT 2.0, a Spanish fan magazine put together by Ferran Delgado, among other sources.

Above is the ending of X-MEN #137 as originally conceived. The initial draft of the book divided the action into three chapters (the second chapter break title on Page 17 was edited out when the book was revised.) Because this issue was so close to needing to go off to press, it was decided that the only pages that could be redrawn whole cloth were the final five–which wound up being expanded to six in the printed issue.

A number of copies of Byrne’s pencils for this original sequence have survived in one form or another, largely because there was no longer any need to ink and complete them (at least until the decision to proceed with PHOENIX: THE UNTOLD STORY in 1984.) So this gives us the chance to see what John Byrne pencils of this period looked like–and it has to be said, they were very complete pencils, with little left to the inker’s imagination. Which isn’t to say that Terry Austin didn’t add his own flourishes to the final product, he certainly did. But less of the decision-making had been left in his hands than it might have been with other pencilers of this vintage.

In the manner of Jack Kirby, Byrne during this time to would write in border notes to clarify to his collaborator Claremont what was going on in a scene, and what his intended dialogue would sound like. This wound up being a sticking point between the two creators, as Claremont would often take things in his own direction in the script, ignoring Byrne’s story directions much to the artist’s consternation.

The replacement pages were labeled by Byrne as “Rewrite” on the original art boards. Additionally, Claremont went back through the entire issue, revising copy and dialogue to reinforce the new theme of the issue and to deal with Shooter’s story concerns.

Because the new ending to X-MEN #137 was a page longer than the material that was being cut, the Letters Page for the issue had to be dropped. But it wasn’t intended to have been a letters page; rather, John Byrne had written one of those behind-the-scenes making-of text pieces, for which Claremont added an intro and outro. That unpublished text is reproduced above.

The creative team had one advantage when it came to the subsequent issue, #138. That story had been devised as an “album issue”, recapping and recontextualizing the history of the X-Men up to that point as Cyclops and the now-depowered Jean Grey prepare to take their leave from the group. Consequently, while the framing sequence needed to be redrawn, transformed into Jean’s funeral rather than the idyllic scenes of Scott and Jean, much of the material that had already ben generated could still be utilized. This made X-MEN #138 something of a jigsaw puzzle, with new panels being dropped in, and in some cases pages cut apart and reformatted to make the new story work. Above are the pencils to the unused splash page to this story.

As you can see on this board, the middle tier of this page has been sliced out, and pasted together with a new central set of panels. It looks as though most of the original copy for the pre-change panels remained intact without a need for any adjustments, but the replacement panels had to be lettered on vellum (with the exception of one balloon, which looks like a late-in-the-game add-in to help clarify why the Beast looks human when he’s standing next to Cyclops, likely a Shooter request.)

Another page with some cut-and-paste, this time for the panel at the upper right, which was new. Again, replacement lettering was done on vellum to save time.

Since I have them, here is a pair of original color guides for the issue. Comics in these days were colored by hand using Doc Marten’s watercolor dyes on copies of the pages, with each individual color being “coded” using percentages of 25%, 50% and 100% of cyan, magenta and yellow. The colorists of this era only had a sum total of 64 colors in their palate to work with–and the exacting separations were performed at a production house.

And here are a trio of pages reconstructed by Ferran Delgado using John Byrne’s uninked pencils that had been cut out of the issue. Panels had been excised in this fashion throughout the job.

Here’s a closer look at Byrne’s pencils for that final page, with his border notes in evidence.

And a quick comparison between the original final page and the one that saw print. An additional panel had to be added beneath what was intended to be the closing tier to make up for what had been left on the cutting room floor.

And this was John Byrne’s thumbnail breakdown of the original version of #138 before changes had been made, and after a plotting conversation with Claremont.

The cover to X-MEN #138 hadn’t been produced by the time that the issue was being reworked, so there was no need to do a second take. Byrne’s notes here indicate that the specific issues he was thinking of to make up the montage in the background included #1, 6, 9, 10, 16, 17, 19, 28, 39, 42, 51, 56, 59, 94, 99, 101, 108, 114, 121, 127, 133, 134 & 136. The dozen covers eventually used all did come from this list. And Byrne’s cheeky blurb by Cyclops’ foot reads: BYE, CYKE! WRITE IF YOU GET WORK! with another smaller bit that’s tough to read–(HANG BY YOUR THUMBS) ?

14 thoughts on “The original ending to X-MEN #137 & 138 and the pencils of John Byrne

  1. Interesting that John’s text piece talks about how the Phoenix was an “elder god type of entity.” That’s what I’d understood from the various hints dropped along the way about how Jean felt like Phoenix was someone else, and I used that when, as a fan, before that issue came out (but after I’d heard through the grapevine that Jean was going to die), came up with the twist that was improbably eventually used to bring Jean back.

    People have told me over the years that I made that up, so it’s nice to see that even John — who by this point was years away from hearing my idea through a different grapevine — was aware that’s what was going on.

    Liked by 1 person

  2. Thanks for the great write-up, I loved issue 138 as a kid, as it was kind of a guide to X-Men history and all the back issues I would eventually track down. Very cool to see the ‘jigsaw’ of those framing sequence panel arrangements.

    Also fun to see the offical list of issues selected for the cover of 138. Pretty much since I was 8 I have been staring at those pink images trying to recognize the covers. Of the dozen or so that are somewhat visible, I could only ever figure out issues 39, 42, 94, 101, 108, and 134. It’s not on the list you gave but I’m pretty sure 119 is behind Cyclops’s torso (I think there’s a tell-tale Eagle Awards logo visible there). The others I struggled with to no avail (I was always annoyed with Nightcrawler’s toe poking in front of what would have been a clear issue number).

    Has there ever been a blueprint available depicting all the covers used for that issue, mapped out on 138’s cover? That would be a fun discovery (never mind Nightcrawler’s toe, we could even see what that crazy Toys R Us banner was blocking!).

    david p.


  3. “Write if you get work” and “Remember to hang by your thumbs” were the respective sign-offs of Ray Goulding and Bob Elliot on the various iterations of their radio show.


  4. I was 15 when #137 came out and can easily say that, that issue was my absolute Marvel peak. Of course, from the peak you can only go down and despite really enjoying Byrne’s FF and Alpha Flight runs, by the mid ’80s I knew my time as a true believer was kinda over (well, until the movies).


  5. Always thought the use of the Imperial Guard and Lilandra was a mistake: all these characters everywhere kinda “drowned” the reader’s attention at the cost of what Jean was going through. I understand the need of the “super-heroic action” as a grown-up but felt disappointed at the time – i was twelve or thrirteen. I really felt for her disarray at Mastermind’s manipulations and her growing “disconfort” about her quasi-omnipotent power: it all deserved a much intimate exploration as a conclusion. As a fan of the X-Men’s original thematic ( the unwanted paranormal power and the struggle to accept and master it ), i thought the whole cosmic entity plot lowered the interest of Jean’s transformation into Phoenix: she DIED and RESUSCITATED because of her love for Scott… This was much more moving and interesting than everything that’s been written since then; and i felt then – and still feel now – more worthy of the (these) character(s). The destruction of a whole extra-terrestrial civilisation by the Dark Phoenix ( Byrne’s idea if i remember corectly ?! ) locked Jean’s destiny as a Comic-book character: no super hero could have come back from such extreme deviation; and mostly someone as heroically portrayed as Jean.


  6. Your files??? Everything you posted came from what I posted in the net. Well, this is what you might expect from someone from Lee’s old school of stealing credit.


      1. Which is your input from your files?! NOTHING! You’re lying! EVERYTHING comes from what I posted in the net. Stealing credit like your god. That’s low even for you.


      2. Enough of this and enough of you, Ferran. I pulled stuff from multiple sources—the same sources in certain cases, no doubt, where you got it. And as I say, anything that came from you was credited in the piece. But let’s face it, you pulled those unused #137 and #138 pages from the X-Men Companion, just as I did, and got those color guides from the same auction listing. So this conversation is over.


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