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When S.W.O.R.D. Director Abigail Brandwas captured by parasitic aliens known as

the Brood, agent of S.W.O.R.D. and estrangedX-Man Hank McCoy, a.k.a. the Beast, was forcedto call upon his former teammates to mount arescue mission. After reuniting with the alien

dragon Lockheed, Kitty Pryde, Storm, andColossus joined Beast on a journey into spaceto retrieve Brand and her team of scientists,

who had been developing new technologyto safely separate Brood larvae from their

hosts. Soon after arriving, however, the X-Menlearned the awful truth: the Brood have seizedthe technology in the hopes that they may useit to infect hosts multiple times, making themliving incubators, and eventually repopulatetheir species. And to kickstart their plan,

theyve infected all of the S.W.O.R.D.agents including Beasts girlfriend,

Agent Brand herself!

"MEANWHILE"Part TwoWritten by Christos GagePenciled by Juan BobilloInked by Marcelo Sosa

Colored by Chris SotomayorLettered by VCs Joe Caramagna

Cover Art by Salvador Larroca and Frank DArmata

Associate Editor: Daniel KetchumEditor: Nick Lowe

Editor in Chief: Axel AlonsoChief Creative Officer: Joe Quesada

Publisher: Dan BuckleyExecutive Producer: Alan Fine

ASTONISHING X-MEN (ISSN #1549-8638) No. 40, September 2011. Published Monthly by MARVEL WORLDWIDE,INC., a subsidiary of MARVEL ENTERTAINMENT, LLC. OFFICE OF PUBLICATION: 135 West 50th Street, New York,NY 10020. PERIODICALS POSTAGE PAID AT NEW YORK, NY AND AT ADDITIONAL MAILING OFFICES. 2011Marvel Characters, Inc. All rights reserved. All characters featured in this issue and the distinctive names andlikenesses thereof, and all related indicia are trademarks of Marvel Characters, Inc. No similarity between anyof the names, characters, persons, and/or institutions in this magazine with those of any living or dead personor institution is intended, and any such similarity which may exist is purely coincidental. $3.99 per copy inthe U.S. (GST #R127032852) in the direct 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. Subscriptionrate (U.S. dollars) for 12 issues: U.S. $27.00; Canada $41.00; Foreign $41.00. POSTMASTER: SENDALL ADDRESS CHANGES TO ASTONISHING X-MEN, C/O MARVEL SUBSCRIPTION DEPT.P.O. BOX 5187 BRENTWOOD, TN 37024. TELEPHONE # (800) 217-9158. FAX # (615)377-0525. subscriptions@marvel.com. ALAN FINE, EVP - Office of the President, MarvelWorldwide, Inc. and EVP & CMO Marvel Characters B.V.; DAN BUCKLEY, Publisher &President - Print, Animation & Digital Divisions; JOE QUESADA, Chief Creative Officer; JIMSOKOLOWSKI, Chief Operating Officer; DAVID BOGART, SVP of Business Affairs & TalentManagement; TOM BREVOORT, SVP of Publishing; C.B. CEBULSKI, SVP of Creator& Content Development; DAVID GABRIEL, SVP of Publishing Sales & Circulation;MICHAEL PASCIULLO, SVP of Brand Planning & Communications; JIM O'KEEFE, VPof Operations & Logistics; DAN CARR, Executive Director of Publishing Technology;SUSAN CRESPI, Editorial Operations Manager; ALEX MORALES, PublishingOperations Manager; STAN LEE, Chairman Emeritus. For information regardingadvertising in Marvel Comics or on Marvel.com, please contact John Dokes, SVPof Integrated Sales & Marketing, at jdokes@marvel.com. For Marvel subscriptioninquiries, please call 800-217-9158. Manufactured between 07/01/2011 and07/12/2011 by QUAD/GRAPHICS JONESBORO, JONESBORO, AR, USA.

To find MARVEL COMICS at a local comic and hobby shop,go to www.comicshoplocator.com or call 1-888-COMICBOOK.

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