Cover pencils by Alan Davis, inks by Mark Farmer. Thanks for the Memories, script by Alan Davis (Plot) and Fabian Nicieza, pencils by Alan Davis, inks by Mark Farmer; Astra tells Joseph his full origin and how she created him using Magneto as a template; The X-Men take on the Acolytes; Magneto holds the world in abject terror of his power so they try to nuke him; Cont. from Uncanny #366; Cont. in Uncanny #367. 36 pgs. $1.99. Cover price $1.99.