Featured Characters:

• X-Men
  • Blue Team
    • Cyclops (Scott Summers)
    • Professor X (Charles Xavier)
    • Wolverine (Logan)
    • Nightcrawler (Kurt Wagner)
    • Jubilee (Jubilation Lee)
  • Gold Team
    • Jean Grey
    • Storm (Ororo Munroe) (Rejoins)
    • Cable (Nathan Summers)
    • Beast (Dr. Hank McCoy)
    • Morph (Impersonates Hulk and Mister Sinister)
    • Forge (Joins)

Supporting Characters:

• President Kelly

Antagonists:

• OZT
  • Bastion
• Magneto (Erik Lehnsherr)
• Rogue
• Roberto Da Costa
• Mister Sinister (Nathaniel Essex)
• Sentinels
• Friends of Humanity

Other Characters:

• NASA
• Trish Tilby (Comatose or unconscious)
• Bishop (Mentioned)
• X-Men (Photo)
  • Iceman (Bobby Drake) (Photo)
  • Angel (Warren Worthington III) (Photo)
• Gambit (Remy LeBeau) (Mentioned)
• Nina Da Costa (Mentioned)
• Madelyne Pryor (Mentioned)
• Rose Gilberti (Corpse, skeleton or other remains)
• Leech (Mentioned)
• Lilandra Neramani (Mentioned)
• Bolivar Trask (Mentioned)
• Moira MacTaggert (Mentioned)
• Phoenix Force (Mentioned)
• Thieves Guild (Mentioned)

Races and Species:

• Humans
• Mutants
• Sentinels
  • Prime Sentinels (Corpse, skeleton or other remains)
• Shi'ar (Mentioned)

Locations:

• Earth-92131
  • Earth
    • United States of America
      • Westchester County
        • X-Mansion (Wreckage, ruins, debris, fragments)
    • Brazil
      • Rio de Janeiro
    • United Kingdom
      • Scotland
        • Muir Island
          • Mutant Research Center
    • Genosha (Mentioned)
    • Galapagos Islands
      • Isla Morada
  • Earth Orbit
    • Asteroid M
  • Astral Plane
    • White House (Illusion or holographic simulation)
• Earth-121893 (Mentioned)

Items:

• Adamantium
• X-Uniforms
  • Cyclops' Visor
  • Hoverchair (Destroyed)
  • Wolverine's Suit (Destroyed)
• Techno-Organic Virus
• Magneto's Helmet
• Mnemonic Scrambler
• Cerebro (Mentioned)
• Neutralizer (Mentioned)
• Inhibitor Collar (Mentioned)
• Ruby-Quartz Sunglasses

Vehicles:

• International Space Station
• X-Men Blackbird
• X-Men Stratojet

• The intro title card sequence has been updated again: the order now being Cyclops, Jean Grey, Storm, Wolverine, Morph, Rogue, Beast, Jubilee, Nightcrawler and Professor X.
• Storm returns in the opening credits and her title card has now been updated to reflect her current uniform.

• The premise for this episode was heavily inspired by the storyline "Fatal Attractions."

• • Rogue is a stand-in for Colossus, Nightcrawler for Shadowcat, and Gambit for Magik.^{[citation needed]}
  • The shot of Magneto ripping the Adamantium out of Wolverine's body is directly lifted from X-Men (Vol. 2) #25.
• DeMayo's Diner is a reference to series creator Beau DeMayo.
• Cable's protest of the aesthetics of the X-Men uniforms is met by Cyclops retorting, "What did you expect? Black leather?" This exchange is an invertion of a similar exchange between Wolverine and Cyclops from the film X-Men, in which the former lampshades the X-Men's more flashy costumes from the comics by sardonically asking, "Well, what would you prefer? Yellow spandex?"
• The idea of having some of the X-Men returning to older uniforms "was baked into the show from the start as it deals with nostalgia, how we look to the past to navigate the future, and which parts of us we leave behind and which parts we carry forward."^[1]
  • Wolverine and Cyclops are based on their Bronze Age and 1980's costumes, respectively.
  • Rogue's suit is based on her debut uniform from Avengers Annual #10.
  • Jean Grey's Marvel Girl uniform is used here.
  • Morph's uniform is based on their Earth-1081 counterpart.
  • Cable changes into an X-Uniform that is based on his Marvel vs. Capcom 2: New Age of Heroes counterpart.
  • Jubilee (albeit in the previous episode) changes into her uniform from Wolverine and Jubilee #1.
• The Blue Team that went to take on Magneto are a reference to the Pryde of the X-Men pilot episode, with Cyclops, Wolverine, and Nightcrawler being present and Jubilee taking the place of Kitty Pryde.
• The Hulk's design more closely resembles his depiction from the 1996s Incredible Hulk show (currently designated on Earth-534834), rather than the design he had in his cameo on X-Men: The Animated Series.

• "The Final Decision"
• "One Man's Worth - Part I" and "One Man's Worth - Part II"
• "Sanctuary - Part I" and "Sanctuary - Part II"
• "Descent"
• Operation: Zero Tolerance (Event)
• X-Men (Vol. 2) #25