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UNCANNY X-MEN (ISSN #1083-401X) No. 542, October 2011.Published Monthly by MARVEL WORLDWIDE, INC., a subsidiary o MARVEL ENTERTAINMENT, LLC. OFFICE OF PUBLICATION: 150th Street, New York, NY 10020.PERIODICALS POSTAGE PAID AT NEW YORK, NY AND AT ADDITIONAL MAILING OFFICES. 2011 Marvel Characters, Inc. All rights reserved. All characters eatured inthis issue and the distinctive names and likenesses thereo , and all related indicia are trademarks o Marvel Characters, Inc. No similarity between any o the names, characters, persons, and/or institutionsin this magazine with those o any living or dead person or institution is intended, and any such similarity which may exist is purely coincidental. $3.99 per copy in the U.S. (GST #R127032852) in thedirect market and $3.99 per copy in the U.S. and $3.99 in Canada (GST #R127032852) through the newsstand; Canadian Agreement #40668537.Printed in the USA. Subscription rate (U.S. dollars) or12 issues: U.S. $27.00; Canada $41.00; Foreign $41.00.POSTMASTER: SEND ALL ADDRESS CHANGES TO UNCANNY X-MEN, C/O MARVEL SUBSCRIPTION DEPT. P.O. BOX 5187 BRENTWOOD37024. TELEPHONE # (800) 217-9158. FAX # (615) 377-0525. subscriptions@marvel.com. ALAN FINE, EVP - O fce o the President, Marvel Worldwide, Inc. and EVP & CMO Marvel Characters B.V.;DAN BUCKLEY, Publisher & President - Print, Animation & Digital Divisions; JOE QUESADA, Chie Creative O fcer; JIM SOKOLOWSKI, Chie Operating O fcer; DAVID BOGART, SVP o Bu& Talent Management; TOM BREVOORT, SVP o Publishing; C.B. CEBULSKI, SVP o Creator & Content Development; DAVID GABRIEL, SVP o Publishing Sales & Circulation; MICHAEL PASVP o Brand Planning & Communications; JIM O'KEEFE, VP o Operations & Logistics; DAN CARR, Executive Director o Publishing Technology; SUSAN CRESPI, Editorial Operations ManageMORALES, Publishing Operations Manager; STAN LEE, Chairman Emeritus. For in ormation regarding advertising in Marvel Comics or on Marvel.com, please contact John Dokes, SVP o Integrated S& Marketing, at jdokes@marvel.com. For Marvel subscription inquiries, please call 800-217-9158.Manufactured between 07/22/2011 and 08/02/2011 by R.R. DONNELLEY, INC., GLASGOW, KY, USA.

Born with powers and abilities but feared by the humans around them, the mutantheroes known as the X-Men have banded together on the island of Utopia, off thecoast of San Francisco. Theyve taken on the threat of extinction and survived. Theyve won their warcan they win the peace?

The unstoppable Juggernaut hasalways been a formidable adversary

for the X-Men. But now, poweredby the hammer of the Asgardian

Serpent, hes become nearlyindestructible. With a herald athis side he has barreled toward

San Francisco, fending off everycoordinated attack the X-Men have

launched. Now the herald hasdelivered an ultimatum to Cyclopsand Mayor Sadie Sinclair: Destroy

mutantkind or wipe out the citizensof San Francisco. One must betray

the other to survive.

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