We (and by we I mean myself and Sonia Oback, who colored the piece) had two days to do this cover, while doing another cover at the same time. The hardest thing is the layout stage, and coming up with some idea that would look good to retailers in the catalog, and readers on the shelves.

In this layout the main part was establishing the three characters. On paper it looked just like the layout to Uncanny X-Men 496, but again, we didn't really have the time to be picky, and the layout stage is really the stage that takes the longest for me. Unless you're straight up doing a montage (mon-taaage!) there are very few obvious ways to depict three figures on a vertical canvas in a dynamic AND iconic way. What worked out though is the addition of the numbers showing the Weapon designations of Wolverine and Fantomex. It hopefully adds a bold design element to the whole piece.

Noh-Varr is rendered differently from the other two ONLY because I wanted to separate him as someone who is NOT a Weapon designate in an obvious AND subtle way. Hopefully that worked. Also, it was just an excuse to do more tonal work, which I'm having a lot of fun with right now!

What are Fantomex and Noh-Varr doing? I have no idea. Fantomex is being very um... flamboyant. I'm a huge fan of the Morrison New X-Men run, and I got the impression that he's very flashy, even more so than Gambit, so I tried to convey that here. It's definitely something I'm trying to improve on, which is differentiating the characters as individuals, as opposed to just drawing one figure and changing the costumes and hairstyles to separate them. It's a slow process for sure, but learning usually is.

Noh-Varr is smelling his hands. He's an alien is why.