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X-Men: How the MCU’s Dark New God Destroyed a Marvel Cartoon World

One of Marvel’s darkest obscure villains destroyed a world inspired by X-Men: The Animated Series to pave the way for the modern Marvel Universe.

Decades after its debut, the world of X-Men: The Animated Series is one of the definitive realities of the Marvel Multiverse. Beyond forming a loose shared universe between Marvel’s iconic ‘90s cartoons, this world introduced a generation of fans to Marvel’s heroes and went a long way to defining them within the broader public consciousness.

At the peak of X-Men: The Animated Series’ popularity, the cartoon inspired a comic book tie-in that quickly established its own continuity featuring characters who didn’t make it onto the main TV series. One of those characters was the Dweller-in-Darkness, even if he doesn’t look much like his cinematic counterpart in Shang-Chi and the Legend of the Ten Rings.

And in 1997’s Adventures of the X-Men #12 by Ralph Macchio, Yancey Labat and Ralph Cabrera, the Dweller was responsible for an attack that destroyed this universe to make way for the Earth-616 Marvel Universe.

Traditionally, the Dweller-in-Darkness hasn’t had much interaction with the X-Men. Since debuting in 1974’s Thor #229, by Gerry Conway and Rich Buckler, this Fear Lord, the ancient personification of humanity’s collective fear, has spent most of his time fighting Doctor Strange. In this comic, the Dweller-in-Darkness captures the attention of the Shi’ar Empire by breaking the M’kraan Crystal, a powerful cosmic artifact that is traditionally guarded by the Phoenix. With these actions, the Dweller wanted to make the entire universe fear, which would make him stronger than ever.

Naturally, Shi’ar Empress Lilandra called in the X-Men, and Jean Grey rebounded with the Phoenix Force to stop the Dweller. While the other X-Men dealt with the Dweller’s minions, the Phoenix tried and failed to repair the imperfections the Dweller left in the M’kraan Crystal.

As the walls of reality began to crumble, the X-Men sacrificed themselves to boost the Phoenix’s power. With that boost, she sent a telepathic message to the entire universe, encouraging them to focus on hope, not fear in their final moments. Although their efforts ultimately failed, those positive thoughts helped transmute this obscure universe as the main Marvel Universe.

Even though this is ostensibly an all-ages tie-in to a Saturday morning cartoon, this comic features the deaths of the entire main X-Men roster and the complete annihilation of the universe. As if that wasn’t heady enough, it also features some of the most far-out parts of Marvel cosmology. To enshrine its place in Marvel continuity, the issue follows the explorer Galen as he escapes into the newly created Marvel Universe to become Galactus, an established point of Marvel lore.

After the collective fears of the universe almost took his powers to a new level, the Dweller-in-Darkness spent his final moments in abject despair, much to the delight of his general and fellow Fear Lord D’Spayre.

Even if the Dweller-in-Darkness ended up in tears, he still destroyed a Marvel Universe. For any villain, that’s an impressive feat, even in a relatively obscure comic like this one. While he was ultimately defeated, the Dweller unleashed something that couldn’t be stopped and could only be changed by the power of the Phoenix Force.


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