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A Rogues Tale.jpg
Series X-Men
Release Date January 8, 1994
Episode Number 22 (Overall)
9 (Season)
Writer Robert N. Skir
Marty Isenberg
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The past of Rogue comes back to literally haunt her. While the X-Men are drawn into battle with the Brotherhood of Mutants, the southern belle is forced to deal with repressed memories, former teammates, the true origin of her incredible powers, and the women who made her who she is today.


It's a dark and stormy night. Lightning streaks through the rain filled sky. In the city below, a woman walks across the street holding a red umbrella close to her.

She lifts it and looks around as thunder crashes in the distance. She walks on.

Big man picking on a small woman

Down the sidewalk, a man holds a newspaper over him, but it rips in half. He turns to see the woman coming. He stops her from progressing.

She tries to move around the stranger but the man keeps moving in front of her. A drop hits his eye and he wipes it away. He reaches for her demanding the umbrella. She lowers it over her face.

Getting more than he bargained for

The umbrella is lifted revealing a large monster with humungous fangs. It roars at him and he falls to the ground.

He cries out in terror before crawling down the street. As he gets away, he stands and runs. The woman continues walking.

She nears a building and enters the door. She lowers her umbrella as lighting illuminates the otherwise completely blackened room.

The woman ignites a lighter then morphs into Mystique. The mutant lowers the lighter to a candle on the table.

Part of a sinister plan

She raises the candle speaking to someone about a gift. Lightning flashes showing Mister Sinister in the room. When the flashing stops, only his red glowing eyes are seen.

Sinister explains that one day he will ask her for repayment. She asks what he wants. He reveals that Doctor Charles Xavier is no longer with the X-Men.

He'll crush the X-Men like he did that candle

Mystique drops her candle not believing what she has heard. The candle roles over to Sinister who crushes it with his foot. He likens the mutant team to sheep without a shepherd who will soon be slaughtered.

She once again raises her lighter and turns it on. He explains that should the X-Men be defeated Mystique could reclaim her "daughter."

The door behind her opens on its own. Mystique transforms into her disguise again and leaves.

Mister Sinister laughs as lightning flashes outside. In between two quick flashes, the villain mysteriously disappears though his ominous laugh continues.

Outside, lightning continues to flash over the city.

The next day, the sun shines through clear skies over a farmers market. Down below, stores sell lemonade, popcorn, fresh fruit, gifts, ice cream, roasted nuts, and t-shirts.

A boy holding balloons stands next to his father while they both get lemonade from a man wearing an eye patch. Just then, the ground begins to shake.

A woman standing at the melon stand next door screams and grabs a child to run. The sign collapses onto the fruit.

People are running everywhere as Avalanche and Pyro stand nearby, the former sending shock waves into the ground. Poles begin falling over around them. The Farmers Market sign breaks off as Pryo sends a large X in a circle into the air, signaling the X-Men.

Pyro makes a bat

Pyro congratulates his partner on is fine work then raises his arm. He forms a fire bat and sends it off. The bat chases the owner of the roasted nuts stand out of his booth and around a corner.

At the same time, Blob smashes through the ice cream booth. He looks down at the fallen containers and sees one for Tutti Frutti. He grabs a vanilla container and scarfs it down. When it's gone, he burbs.

Overhead, the fiery X disappears as the Blackbird flies near and hovers. The side hatch opens so that Rogue and Storm can exit.

The Blackbird lands and Wolverine and Cyclops leave running towards the market. Cyclops uses his communicator to ask what the two flying women see.

Seeing her old teammates

The two stop and hover over the three Brotherhood of Mutants members. Rogue uses her belt to reveal them, recognizing the three from Muir Island. Cyclops states they are moving in.

Pryo sees the two ladies and tells Avalanche that their part in the job is over. Avalanche fires at the two who flee. He says that he wants a chance to fight them as money isn't everything.

Just then, Avalanche is hit by Cyclops's blast. He screams as he is knocked back. Pyro runs away. Cyclops stands over Avalanche while Wolverine chases the pyrokinetic.

Interrupting his meal

Elsewhere, Blob is almost done eating all the ice cream. He sees Storm nearby and throws a bucket at her using his incredible strength. The bucket knocks her out of the sky.

Rogue flies down and towards the blubbery mutant, but bounces right off his stomach. She crashes into the remains of the lemonade stand.

Rogue and the mysterious visitor

She gets angry that food spills on her, when a shadow passes over her. She looks up to see a blonde woman. Rogue wonders why she is staring at her.

Just then, lightning strikes behind the woman. Rogue suddenly screams out in pain as some psychic attack hits her.

Cyclops and Storm look up wondering what is happening to her. Rogue continues to scream as she sees the woman with flashes of a hideous creature wearing a blue mask.

Some time later, Rogue is floating in a surreal environment. Images of Gambit, Storm, Xavier, Logan, adoptive mother, father, Cody Robbins, Jean Grey, and Jubilee float by.

She recognizes something there and orders it to stay away. She screams as she begins to fall backwards. The image of the masked creature passes by.

Rogue experiences repressed memories

In the infirmary, Rogue sits up screaming. Gambit and Cyclops stand nearby. Gambit asks her who she was talking about. Rogue lays back down theorizing it was some kind of flash.

Cyclops wonders what she means. Rogue explains that ever since the professor disappeared a few weeks ago she has been getting these flashes.

Cyclops asks if she remembers what the professor was working on with her. She sits up saying that she isn't sure since Xavier was blocking out several memories.

Making a show

Jean enters with a handheld device and disc saying "photos." She says she ran a search for the woman Rogue saw at the market. She puts the disc into the device into the device and turns it on. The display says that it is accessing newspaper photo files.

The display shows a photo of an anti-mutant protest with the woman wearing the same exact outfit. The display changes showing firemen battling flames with the woman nearby. It then shows her near a terrible car crash.

Cyclops notes that the woman wants to be spotted. Jean hands the device to Gambit who shows it to Rogue. He asks if she remembers anything about her, but she does not know.

Gripped by pain

Suddenly, the vision flashes again and Rogue cries out. Jean kneels next to her wondering what is happening. Rogue calms herself and claims to be fine.

Rogue wants some air and gets out of bed. She runs to the window and flies out. Gambit goes to the window watching her leave the mansion.

Nearby, Wolverine is half undressed next to a pile of logs with one of his adamantium claws out. He puts a log on a tree stump and slices it in half.

Logan looks good for a blonde

Rogue lands nearby as Wolverine grabs another log. He walks towards her when Rogue suddenly sees him change into the mysterious woman. She claims that Rogue cannot bottle her up forever.

Rogue slams her fist into the log ordering the vision to leave. The blast knocks Wolverine back to the ground.

He sits up coughing. She notices it is really him and apologizes. She puts her hands to her face as the voice teases her.

Gambit silently puts his hand on her shoulder. Not realizing it is him, she knocks him back. Gambit claims he was just trying to help, then slumps to the ground.

Rogue getting out of control

Wolverine stands and Rogue orders to him stay way. She flies up and back to the mansion.

Rogue flies through the window into the infirmary. The door opens and she flies out calling for Jean.

In the hall, Rogue flies past rooms 7 and 15 to room 14. She knocks and the door slides open. Rogue enters just as Cyclops stands behind her.

She's everywhere Rogue looks

She runs up to the team leader asking to talk to Jean, but is interrupted when she sees the woman instead of him. She asks if Rogue misses her.

Rogue backs away and kneels to the ground demanding to be haunted no more. She falls and sees more vision of the woman and masked creature.

Just then, Rogue is back in the surreal place on a floating rock twirling around. A vision of the woman appears explaining that this is the lower depths of her mind, where she is kept. The woman wanted Rogue to see what she had done.

Rogue's past is haunting her

Rogue asks who the woman is and why she is doing this. Several visions appear around Rogue pointing at her. They scream that Rogue took away her life. The rock breaks apart and Rogue falls.

She stops in mid-air smashing the coming debris. An enormous hand reaches for her but Rogue flies away.

Just then, she crashes into Cyclops and the two crash to the ground. He tells her to calm down and that Jean is with them.

They get up and he asks what is going on. Suddenly, Rogue's voice changes as she asks what this place is and who the two are.

Jean fights Rogue to help her

Jean puts her hand on Rogue's shoulder comforting her. However, Rogue backs away. She enters a room and lifts a couch. Jean moves the couch out of Rogue's hands and to the ground.

She then sends a psychic beam into Rogue's head. Rogue falls to the ground demanding that she get out of her head. Jean probes Rogue's mind sensing another presence. She sees a vision of the masked creature.

A dark reflection of herself

Rogue looks into a nearby mirror and her form takes the shape of the masked creature. The creature leaps out of the mirror and grabs her. Rogue throws punches but it passes through the ghostly image.

She screams and the two cannot do anything but watch as she thrashes on the ground next to the broken mirror. Rogue suddenly flies up and circles the room. The two duck to the ground.

Rogue flies up through the several of the ceilings past a fully clothed Logan carrying logs, Jubilee on a computer console, and Ororo tending to plants in the greenhouse. She flies up into the night air.

They must have good insurance

Cyclops and the others on the ascending levels go to the hole to see where Rogue went. Cyclops tells Jean to have Storm follow. He wants to be prepared for anything.

High above New York City, lighting once again strikes. Storm flies overhead towards the Statue of Liberty.

Citizens in the streets look up to see the mutant flying by. She contacts Cyclops saying that Rogue is heading towards the statue.

Like sisters

Rogue flies up to the torch and sits on the railing, putting her head in her hands. Storm lands next to her. Rogue begins crying saying she is scared.

Storm comforts her saying they can help. Rogue retorts that only the professor could help, and he may be gone for good.

Just then, the woman's voice claims that Rogue belongs to her now. Rogue looks up to see the ghostly image of the woman.

Rogue flies after the vision with Storm calling out to her. The vision eggs Rogue on and backs away keeping an even distance from the X-Man.

Storm contacts Cyclops explaining that Rogue has fled and she will follow.

Rogue continues following the woman down near the buildings. The woman says to follow and that she is inside. When Rogue asks where, the woman says the hospital where Rogue put her. A vision of the woman in a hospital bed passes by Rogue.

Rogue vows to stop the ghost

Rogue floats near the vision threatening to shut the woman up. The vision disappears and she flies to the roof. She rips off a lock on the door and flies down.

Mystique appears in the doorway saying that the girl is ready to come back to her. She suddenly hears Storm calling out for Rogue.

She morphs into Rogue and calls out to Storm. Storm lands and says she was worried. However, Blob appears behind her and flicks her head knocking her back.

Storm lands and fires lightning that has no effect on Blob. Mystique-as-Rogue kneels down and sprays Storm with gas from a can.

Doing what she does best

She congratulates Blob then morphs into Storm. She kneels down and activates the communicator. She tells the X-Men to go to Code Red at the Midtown Hospital.

Rogue enters the hospital and walks down the hall past an open door.

Inside the room, the doctor explains to the nurse about their "Jane Doe" or Sleeping Beauty as they call her. The doctor adjusts the blanket for the hospitalized woman, the mysterious one plaguing Rogue.

The real deal

The doctor points out the brain activity monitor hooked up to the woman's head. She explains that there have been no changes since the woman was admitted. The woman sleeps soundlessly.

The next day, Mystique-as-Storm stands outside the hospital. Cyclops, Logan, and Gambit pull up in a red convertible asking what is going on. Storm smiles and claims it is revenge.

Just then the ground begins shaking. They look around and quickly dodge as Blob nearly lands on top of them.

Trapped between a rock and a hard place

They leap out of the way but become trapped by a circle of boulders. Avalanche, Pryo, and Blob stand together and Pryo asked if they were missed.

Storm walks up and morphs back into Mystique. She accuses the trapped heroes of stealing something very valuable from her and threatens to make them pay.

Avalanche teases the trapped "X-Fools" but is blasted back by Cyclops. He looks down and blasts the rocks freeing the three. Logan thanks the team leader for stopping the braggart. Cyclops informs them they need to find the real Storm.

Pyro's a show off

They look up to suddenly see Pyro making an enormous fire lion. The lion leaps at them but they split and flee.

Logan lands atop a car and growls before jumping away.

Cyclops blasts the fire creature but fails to do anything. It nears him so he backs against a wall and dodges as the lion swipes part of the building away.

Gambit charges up a card and throws it. The card explodes taking the lion with it.

Mystique tells Blob to keep them busy then runs off. Blob stomps forward towards Logan agreeing.

On the roof, Storm sits up and groans in pain.

Down below, Gambit extends his staff as Avalanche fires at him. Gambit uses the staff to propel himself forward knocking the villain back.

Meanwhile, Pyro tries to surround Cyclops with flames but is blasted back.

Apparently has impervious skin

Logan crouches near Blob with his claws extended. He runs forward and stabs Blob in the gut, who merely laughs. He grabs Logan and slams him into the ground. Blob then lifts his foot to step on him.

Suddenly, Blob is lifted up into the air by a tornado followed by Pyro and Avalanche. Blob wonders who ordered the hurricane.

Storm defeats the Brotherhood

Storm manipulates the gust and blows the three into a nearby building.

Inside, the three lay there in the debris. Avalanche moves Blob's leg off of him.

Storm lands near the men. She explains that the Brotherhood was merely a distraction while the shapeshifter goes after Rogue.

Inside, Rogue walks down a hall filled with people pushing wheelchairs. She asks why she was sent there, feeling there is nothing to see.

Falling for more of Mystique's tricks

She nears an elevator opening for Mystique, who is not spotted. She quickly becomes the woman and Rogue sees her as the doors close.

Rogue rips own the elevator doors and flies up after the car. She smashes into it but finds it empty. With the doors closing, she bashes them in.

She flies over a group of people screaming towards the disguised Mystique, who runs into a nearby room. Rogue follows demanding to know what is going on.

Face to face at last

Inside, she suddenly sees the woman standing there while also lying in the bed. The standing woman transforms into Mystique, who Rogue quickly recognizes. Rogue threatens to hit the woman.

Mystique walks over explaining that she wanted Rogue to get close to the woman and remember what Xavier purged from her memory. Rogue demands to know why Mystique cares.

Mystique offers to have Rogue use her to remember. Rogue takes off her glove and puts her hand to Mystique's face. The villain cries in pain.

Rogue pulls away and Mystique faints. Suddenly, Rogue's skin turns blue.

The X-Man flashes back to when she and Cody, her first boyfriend, were walking along a river. The boy asked if she had ever been kissed and Rogue claimed she might never be. The two closed in and kissed. Then, Rogue's powers first activated and Cody was absorbed then fainted.

Modern day Rogue remembers the time as it was when she first felt her powers.

Tragic backstory

She then remembers soon after when her father, an enormous man, stood over her while she crouched to the floor. He berated her for being a mutant, feeling ashamed to be seen together. Rogue pleaded with him, but the giant man claimed she was no longer his daughter.

He turned and left. Rogue cried out for him but he walked away. She began crying into her hands.

Rogue opened a window and snuck out. Modern Rogue claims she had no choice. She had to leave even with no one to turn to.

Later, Rogue sat in a bus station crying to herself. Then a hand was placed on her shoulder. Rogue turned to see a kind-looking woman standing over her offering a hot meal and bath.

Modern Rogue explains that the woman taught her everything about her powers, including taking other people's memories.

She remembers when the woman stood next to her and Avalanche. Rogue took off her gloves and absorbed Avalanche. Avalanche fell to the ground while Rogue blasted apart a rock.

Rogue makes a pet

Rogue then absorbed Pyro. When he fainted, she crated a puppy out of fire. The puppy walked over to Rogue while she knelt down. The trainer stood behind her smiling.

Modern Rogue claims she was being trained for the most important day of her life.

If you got it, flaunt it

Later, a large jet sat in a hanger. Rogue ran over to a man and seductively claimed to be lost. She touched his face and knocked him out. When the guard fainted, the alarms went off. Blob, Avalanche, Pryo, and the trainer ran in.

The hanger doors opened. Rogue piloted the jet initiating the take-off.

Two women collide

Then, a woman flew down in front of the air craft. Blob announced that Ms. Marvel was there. She insulted the giant mutant and flew down.

Pyro shot at her, but was too late. She flew into Blob knocking him into the back wall.

Rogue panicked and started the engines. The engines flared and the craft moved out of the hanger and towards the runway past Avalanche.

Almost rivals

Ms. Marvel walked through the hole. The trainer explained that she would not be stopped by Marvel this time as her "daughter" would have a surprise for her. Marvel flew off after the craft.

The craft raced down the runway away from the airport and lifted off. Marvel was close behind. Rogue flew off into the air but Marvel caught up.

She landed atop the craft and began pulling the top back. Inside, the winds knocked Rogue out of the pilot's seat and against the back wall.

Marvel entered then closed the broken roof. She sat down and began piloting. The craft turned and headed back towards the airport.

Rogue makes a fateful decision

Rogue woke and the trainer ordered her to grab the hero. Rogue stood and wrapped her hands around Marvel's face. Marvel asked what was happening as she got absorbed.

Rogue called to her "Momma" saying that something was wrong and she wanted to let go. Momma told her not to no matter what. Rogue told her that something was going on and that she was scared. She began flashing to images of the mysterious woman and masked creature.

The aircraft began flying erratically.

Down below, Momma told her not let go as the Brotherhood began backing away.

In the craft, Marvel continued struggling with Rogue before flying up. The two smashed through the roof. Marvel kept crying out in pain.

The aircraft crashed heading towards the Brotherhood. The team fled as the craft exploded sending fiery debris everywhere.

Ms. Marvel has had enough

Marvel flew Rogue higher before stopping and falling. The two crashed to the ground, with Marvel on top. Momma ran over to them as Rogue pushed the hero off her.

Rogue asked why she had to do that. She claimed that it felt bad.

Pyro and Blob walked up to Ms. Marvel, with Pyro wondering who the woman was. He took off the mask revealing the woman tormenting Rogue.

Back in the hospital, the comatose Ms. Marvel lies in bed. Rogue asks "Momma" how she could do that to her. Rogue looks at the fallen Mystique struggling to get up.

For everything there is a first time

She flashes back again. Momma and the Brotherhood watched as Rogue flew above them. She did a spin in mid-air then flew near the ground smashing through a tree.

Modern Rogue explains that she had Ms. Marvel's incredible strength and flight capabilities, permanently. She goes on to say that Marvel's mind was trapped in hers, and that's when the spells started.

Rogue's first vision

Rogue flew up again but saw the ghostly image of Ms. Marvel next to her. The vision claimed that Rogue stole not only her powers but her life. She then changed into the hideous masked creature.

Doesn't want to admit a problem

Rogue struggled then crashed to the ground, digging a trench in the dirt. Avalance, Momma, and Pyro ran to her. Rogue sat up and Momma asked what was wrong. Rogue looked at her claiming that she would be fine.

Modern Rogue explains that she was not and had to flee her home again for the second time. That was when Xavier contacted her.

Rogue crept out a window and flew away through the night sky. Then a man's voice called out to her calling her a mutant.

Rogue stopped and spun around dropping her bag. Seeing no one, she flew down and grabbed her duffel. She looked down and saw Charles Xavier in his hoverchair next to the Blackbird.

A second fateful meeting

She landed and walked to him. He explained that in order to heal she must forget. She bent over near him. She then stood claiming she could not, wondering what would happen to Ms. Marvel.

Xavier apologized that he could not return Ms. Marvel's psyche to her body, only quiet her inside Rogue's mind. He claimed it was best for both of them.

In the present, Mystique stands saying that is how she lost Rogue to the X-Men. She walks over claiming that she just wanted Rogue back. She hugs her "daughter."

Rogue shoves her away saying that Mystique used her. She claims Mystique only saw her as a weapon to be used against Ms. Marvel.

Rogue suddenly transforms into Ms. Marvel's civilian form then back to herself. She wonders what is happening. Mystique explains that Rogue has her shapeshifting powers and while it will fade soon she cannot control it.

The other personality taking over

Rogue again transforms into Marvel's civilian form. Just then, Ms. Marvel's voice comes out of Rogue claiming to be taking over Rogue's mind. She claims that Ms. Marvel is reborn and transforms into her superhero costume.

The door opens revealing Logan, Cyclops, Gambit, and Storm. Cyclops asks where Rogue is. Gambit realizes the costume woman is Rogue as she transforms back into herself then Mystique. Rogue pleads to make her stop.

Getting a taste of her own medicine

Mystique runs to her saying to fight Ms. Marvel. She becomes Ms. Marvel again and flies off with Mystique. Cyclops orders Storm to follow.

Storm flies out the window following Ms. Marvel and Mystique. However, she communicates to Cyclops that she cannot catch them.

Jean contacts her psychically telling her not to worry.

Jean contacts Ms. Marvel

Back in the mansion, Jean is connected to Cerebro and she claims to be monitoring them. She tells them that while they cannot catch her body, they can catch her mind.

Jean monitors Ms. Marvel who transforms back into Rogue. She then asks Rogue to be let into her mind.

Jean enters her mind and lands on a rock. She wonders where Rogue's consciousness is when the hideous version of Ms. Marvel sneaks up behind her.

Former Ms. Marvel versus former Marvel Girl

The Ms. Marvel creature grabs Jean from behind trapping her. She claims Jean has no business there.

On another rock, Rogue shouts out to let Jean go. She flies towards the two. Marvel lets go and, transforming into her normal superhero self, flies to Rogue saying she has been waiting for this.

Battle of the minds

The two clash, but Rogue is knocked back. There is a quick flash of Rogue holding Mystique with Storm nearby. Ms. Marvel flies after her.

Rogue flies away reassuring herself that this is only in her mind. Marvel grabs her and spins her around, claiming that this is what makes it real.

She lets go and Rogue smashes through several rocks. Marvel claims that once she wins, Rogue's mind and body will be hers.

Rogue continues smashing through rocks when an enormous Jean grabs her. She then grabs the pursing Marvel.

Jean gives her some hard truths

She raises the two up saying that if Marvel destroys Rogue they both will die. Marvel breaks free saying she would rather go like that, and flies to Rogue.

Jean lets Rogue go, who punches Marvel back. Marvel reiterates that Rogue stole everything she had and was. Marvel flies back towards Rogue.

Ms. Marvel is the one wronged

The two lock hands and struggle in the air. Rogue apologizes claiming she didn't mean to. Marvel punches her back, tears streaming down her face. She claims that won't bring her life back. Marvel flies at her promising to end it.

Jean rises up then forms a metal cage around Marvel. The trapped hero cries out. Rogue flies up and closes the cage.

Wronged yet again

Marvel struggles to open the bars, but they won't budge. Rogue flies below and begins trapping Marvel completely.

Rogue apologizes and sets the box down. Jean reassures her that Ms. Marvel left her no choice.

In the real world, Rogue wakes up and is startled to see Mystique.

In the mansion, Jean takes off Cerebro contacting Cyclops to say it is over. She assures him that Rogue is okay, but looks worried.

Rogue and Mystique land and the villain asks what she is doing. Storm lands nearby. Rogue tells her to save her tricks as she is with the X-Men now. She turns and walks towards her teammate.

Mystique follows pointing out that Xavier is gone and claiming only she can help her. Rogue turns with tears in her eyes saying that Mystique never loved her and turned into something worse than a murderer.

Rogue wants nothing to do with Mystique

The shapeshifter says she raised the girl like her own. Rogue points to her saying that she is no longer her daughter.

Rogue turns and flies away. Storm rises and follows leaving Mystique alone.

The next day at the mansion, Gambit sits in the recreation room. He whistles when he sees Rogue in a cute outfit. He wonders if that is for him. She claims she would like to, but she is spending the day with a friend. She walks over a picks up a vase of flowers.

At the city hospital, Rogue places the flowers next to Ms. Marvel and kneels next to her.

The doctor walks in and sees Rogue. She is surprised that the Jane Doe has a guest and asks if she knew the patient.

Rogue doesn't notice Carol returning to her own body

Rogue reveals her name to be Carol Danvers, and says they were very close as tears form. She brushes some of the hair out of Carol's face, not noticing the shine from contact.

Rogue leaves the room followed by the doctor.

Sleeping Beauty wakes

Unseen by either, the EKG begins to move more suddenly. Then, a small smile begins to form on Carol's lips.


"You said you had a gift for me."
"Yes, one day I will ask for repayment."
"Doctor Charles Xavier is no longer with the X-Men."
"I can't believe it."
"Like sheep without a shepherd, they become lambs to the slaughter. Defeat them, and you can reclaim your daughter."

-Mystique and Mister Sinister

"Oh boy. Tutti Frutti. This job ain't half bad."


"Storm, Rogue, what do you see?"
"A fat boy and a pair of juvenile delinquents, old buddies from Muir Island."

-Cyclops and Rogue

"Ah ha. Here come those tedious teacher's pets. Our job is done. Let's go."
"But I wanna shot at those X-Geeks. Money isn't everything, ya know."

-Pyro and Avalanche

"No! You can't have any!"

-Blob to Storm

"And I just washed this uniform."

-Rogue after ice cream spills on her

"Can you remember what Professor Xavier was working on with you?"
"Not exactly. I know he blocked out a whole bunch of memories."

-Cyclops and Rogue

"Scott, I ran a computer on that woman Rogue saw. She really gets around."
"It's almost like she wants us to see her."

-Jean Grey and Cyclops

"You remember anything about her?"
"I...I don't know."

-Gambit and Rogue

"Can't keep me bottled up in there forever."

-Vision of Carol Danvers and Rogue

"Wolverine, I'm sorry."
"Way to go, Rogie Roo."

-Rogue and Voice of Carol Danvers

"Careful, cher. Gambit just trying to help."


"Hey girlfriend. Miss me?"

-Vision of Carol Danvers and Rogue

"Where am I?"
"In the lower depths of your mind where you put me. I wanted to see what you had done!"
"Who are you? Why are you doing this to me?"

-Rogue and Vision of Carol Danvers

"What is this place? Who are you people?"
"Everything's going to be alright Rogue."
"No! Get away!"

-Voice Carol Danvers through Rogue and Jean Grey

"I'm scared, Storm."
"Let us help you."
"Only Professor X could help me. And he's gone now. Maybe forever."
"Trust us, Rogue. We shall find a way to help you."

-Rogue and Storm

"Forget it, Rogue. You're mine now."

-Vision of Carol Danvers

"Come find me, Rogue. I'm inside."
"Inside where?"
"The hospital. Where you put me."
"Then I'm gonna come down and shut you up!"

-Vision of Carol Danvers and Rogue

"Finally. She is ready to come back to me."


"Storm, I'm down here."
"Thank goodness. I was worried."
"Maybe you outta worry 'bout yourself."
"I admire your...subtlety, Blob."

-Mystique as Rogue, Storm, and Blob

"This is our Jane Doe. We call her Sleeping Beauty. You see this brain activity monitor? No change since she's been here."


"You stole something very important from me. And now you're going to pay."


"Thanks for shuttin' that jerk up."


"Looks like your gut could use a trim."
"Is that supposed to hurt? Eat some sidewalk."
"Needs salt."

-Logan and Blob

"Now I got...huh? What's going on here? Mystique! I outta knock you three ways from Sunday! Why have you been doing this to me!?"
"To get close to her. To help you remember the past that Professor Xavier purged from your memory."
"Why do you care what I know about my past?"
"Touch me, and remember."

-Rogue and Mystique

"You look like you could use a meal, and a hot bath."

-Past Mystique in disguise

"You taught me everything about my mutant powers. How I could steal people's memories. You trained me for what you said would be the most important day of my life."


"It's Miss Marvel."
"It's Ms. Marvel to you, round boy."

-Past Blob and Past Ms. Marvel

"You won't stop me this time. By my guess, my daughter has a serious surprise for you."

-Past Mystique in disguise

"What are you doing!?"
"Momma, something's wrong. I wanna let go."
"No! Hold on, no matter what!"
"But somethings happenin' Momma."

-Past Ms. Marvel, Past Rogue, and Past Mystique in disguise

"Why did I have to hold on, Momma? It felt bad."

-Past Rogue

"How could you do that to me, Momma? Didn't I love you enough? You knew what would happen next! I had Ms. Marvel's super strength and ability to fly, permanently. But that wasn't all. I also had her mind trapped inside me. That's when the spells started."


"You stole my powers. You stole my life."

-Past Vision of Ms. Marvel

"Mutant. Mutant. I feel your pain. Let me help you. In order for you to heal, you must forget."
"I can't. What's gonna happen to Ms. Marvel?"
"I'm sorry, Rogue. But I cannot return her to her real body. For now, I can only quiet her. For both your sakes."

-Past Charles Xavier and Past Rogue, first meeting

"That is how I lost you to Xavier. I swore one day I'd get you back. Today is that day, my daughter."
"You used me! I was just a weapon for you against Ms. Marvel."

-Mystique and Rogue

"I'm taking over this mind and this body. Finally! Ms. Marvel is reborn!"

-Ms. Marvel in Rogue's body

"Go away! You have no business here!"
"Let go of her!"
"I've been waiting a long time for this, sister."

-Vision of Ms. Marvel and Rogue

"This is only happening in my mind."
"That's exactly why it's real. When I defeat you here, your mind and body will be mine."

-Rogue and Vision of Ms. Marvel

"You don't understand. If you destroy her, you're both finished."
"Better to have it end like this. You took away everything I have. Everything I ever was."
"I'm sorry. I didn't mean to do it."
"Sorry doesn't give me back my life. This ends now!"

-Jean Grey, Vision of Ms. Marvel, last lines, and Rogue

"I'm sorry. I'm so sorry."
"She left you no choice."

-Rogue and Jean Grey

"What are you doing?"
"Sorry, Mystique. Use your pitiful tricks on someone else. I belong with the X-Men now."
"Xavier's gone. Only I can help you. Only I could ever help you."
"You never loved me. You only cared about my powers. You made me worse than a killer."
"How can you do this to me? I raised you like my own."
"I ain't your daughter, Mystique. Not anymore."

-Mystique and Rogue

"Whoa, look at this. I hope you dress up for me."
"I'd like to some time, Gambit. But I'm spending today with an old friend."

-Gambit and Rogue

"A visitor? You know our Jane Doe?"
"Her name's Carol Danvers. We were...very close."

-Doctor and Rogue


  • Mystique's monster roar sounds like the velociraptors in the film Jurassic Park.
  • Another Jurassic Park reference is the drink shaking from the ground tremors caused by Blob.
  • The lightning behind Mystique-as-Carol when Rogue sees her at the market and in the visions is in the same shape as the bolt on Ms. Marvel's costume.
  • While showing the photos, the display says "CBC NEWS PHOTO" in the lower left corner and "102054" on the anti-mutant picture, "042341" on the fire picture, and "012753" on the accident picture in the lower right. CBC could be a reference to the channel CBS.
Awoken by the touch of a loved one
  • The doctor calls Carol Sleeping Beauty, a story about a woman who could only wake with a kiss. Like the story, Carol begins to wake when Rogue starts to show some kindness towards her. Additionally, Buena Vista Home Entertainment, the distributor of X-Men media, was owned by then folded into The Walt Disney Company who made the film Sleeping Beauty.
  • Jane Doe is the feminized version of John Doe, a placeholder name given to those whose identities are unknown.
  • Mystique's first appearance was in the pages of Ms. Marvel.
Ms. Marvel looks prettier than John McClane
  • The shot of the hanger doors opening revealing the aircraft is just like the one in Die Hard 2. That film also had the bad guys taking a plane only to be stopped by a lone hero.
  • In the comics, Carol Danvers is a Major in the Air Force, giving a clue to who the Brotherhood tried to steal the aircraft from and why Ms. Marvel was there so quickly.
  • Reveals that both Rogue and Ms. Marvel are faster than Storm.
  • Rogue's clothes transform with her when she loses control of Mystique's powers. In the comics, Mystique is always naked and the clothes are extensions of her body and any actual clothing shouldn't be affected. It is possible the X-Men gave her a uniform to react with various powers similar to those of the Fantastic Four so it wouldn't be damaged when she absorbed another's powers.
  • The real Ms. Marvel does not say anything through the course of the episode, only in flashbacks and Rogue's mental copy.
  • Beast and Professor X do not appear in the episode. Xavier only appears in Rogue's mind and flashbacks. Jubilee appears but does not speak.


  • The room Mystique meets Mister Sinister he is completely dark except for the candle, lightning, and his eyes. But when Sinister crushes the candle he stays lit before Mystique can use her lighter.
Grabbed the wrong bucket
  • Blob gets excited for tutti frutti ice cream, but grabs a container marked vanilla.
  • Wolverine and Cyclops are in a hurry to save people, yet take the time to use every seemingly small step out of the Blackbird.
  • The lighting of the outside when Rogue first leaves the infirmary is dark suggesting night but is the middle of the day the next shot.
  • When Rogue smashes the tree stump it visually explodes. It happens again when she is first testing Ms. Marvel's powers.
  • The doors in the mansions are too close together to have rooms. Room 15 is also too close to the hall to be anything other than a closet.
  • The doors in the mansion have round door handles, yet electronically slide open.
Much too bright
  • While the Statue of Liberty's torch does glow, it is nowhere near as bright as the lighthouse level brightness shown here.
  • Unless she has no friends, family, or co-workers someone should have reported Carol Danvers missing. It is highly unlikely that no one would have made a connection between the admitted Jane Doe and missing Carol considering that Rogue has been with the X-Men for quite a while.
  • Once free from the debris, the three X-Men stand around seemingly oblivious to the Brotherhood standing nearby.
  • The bricks revealed by the fire lion are at an odd angle and are misshapen.
  • In "The Cure", Rogue and Avalanche apparently did not know each other despite being teammates in the flashbacks here. While those memories of Rogue may have been blocked, Avalanche should have remembered her.
  • The brain activity monitor is not present while Rogue and Mystique are in Carol Danvers's room.
  • Carol Danvers is on her back when Rogue first enters but on her side after Rogue remembers absorbing her then on her back when the flashbacks finish.
  • After Ms. Marvel takes over, the hospital door opens with a distinct electronic sound despite just swinging open with a normal handle.
  • The X-Men are unaware of where Rogue is in the hospital, yet do not separate to search a wider area at once.
  • Gambit immediately recognizes "Ms. Marvel" to be Rogue before she says or does anything.
  • As Storm leaves the hospital after Rogue/Ms. Marvel her legs appear outside the building before she fully exits the window.
  • Even though Mystique is guilty of several crimes, including several in this episode alone, the X-Men do nothing to capture her.


Her first appearance outside the comics


Not quite as decomposed as the comics

The episode is based on the comics The Uncanny X-Men #269 and Avengers Annual #10. X-Men was the basis for the modern story featuring Rogue battling a revitalized Carol Danvers. Ms. Marvel came back to life in a body of her own. However, they discovered that there was not enough life energy to sustain both so one had to die. Carol's body began to decompose, hence the gruesome appearance seen here. Carol almost kills Rogue, but is in turn killed by Magneto. The cover inspired the shot of Carol attacking Rogue through the mirror. Avengers was the basis for the flashbacks, having Spider-Woman/Jessica Drew rescue Ms. Marvel following the battle with the Brotherhood. She then calls the X-Men to restore Carol's memories.

Ms. Marvel's first appearance outside the comics.

The episode was originally titled "I Remember Mama" named after the play and film, though unrelated in plot. The original title could be seen on some international and bootleg versions of the episode.[1]

This is the first episode Jennifer Dale takes over for Randall Carpenter as the voice of Mystique. Carpenter voiced the character throughout the first season while Dale took over for the rest of the series.

The episode first aired on January 8th, 1994.


Too much of a joke in this series

Stu of Marvel Animation Age thought the episode was an interesting take on Rogue's past and introduction to the X-Men. He liked the episode as it expanded on Rogue and her relationship to Mystique, which he claimed was one of the best things about her character. He also liked the idea of Ms. Marvel being left bitter. However, Stu did not like how the show presented the Brotherhood, feeling they were not a true threat. He claimed that Blob of "Pryde of the X-Men" was the best version while Pyro was better in X-Men: Evolution. He claimed this show made them more into comedic relief despite not being funny. He also felt they lacked any interesting fight scenes and could have been threatening villain. He did say that this was the best Rogue-centric episode and defined her most. "I've never had any great problems with this cartoon's version of the Southern Belle, and for such a powerful character, they actually managed to make her a powerful presence on the show, without having her becoming too powerful (which happened a few more times than I would've liked in X-Men: Evolution). Not an episode of outstanding brilliance, but not too shabby either."

Comic Book Resources ranked this as the fifth top tear-jerking episode of the series. "Rogue has and always will be one of the most powerful X-Men. However, a majority of her powers were stolen and retained from Carol Danvers, Ms. Marvel. What was also inherited were the haunting memories of Ms. Marvel. In a scheme to retrieve Rogue back into her family, Mystique peels back the corrosive memories Rogue has kept suppressed. This unearths the quaking guilt Rogue has had buried in the phantom presence of Ms. Marvel. Apologies ring hollow to Ms. Marvel as her volcanic rage bubbles to the surface of Rogue's mind. Ms. Marvel cannot forgive the personal theft Rogue committed. What ensues is a physical battle between Rogue and Ms. Marvel within a psychological arena."[2]

The episode has a 8.9 on and 7.9 on the Internet Movie Database.


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