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The Ascension, Part 2 XME
Series X-Men: Evolution
Release Date October 25, 2003
Episode Number 52
Writer Greg Johnson
Director Frank Paur

With the threat of Apocalypse now in full swing and his Horsemen attacking, The X-Men, The Brotherhood and all the other mutants face the fight of their lives. (Series Finale)


Jean Grey, Colossus, Magma, Boom Boom and Multiple descend to Charles Xavier. Beast, Spyke, Iceman and Berzerker approach Storm. Shadowcat, Havok, Scarlet Witch and Sunspot run out of their jet and come towards Magneto as Angel flies behind them. Cyclops, Nightcrawler and Wolverine head towards the Sphinx. All the while, Wolverine prepares the X-Men for the fight by telling them that everything they have every learned about themselves has come down to this, and even boasts that they are the world's last and best hope to stop Apocalypse. Jena pleads with Charles for him to come out of his control by Apocalypse, who has converted him and the other three into members of his horsemen. She reminds him of the things he has done for the world and tells him that he will be destroying millions of lives. All that pleading is futile, it seems, as Charles quickly attacks her using his telekinesis. Jean falls to the ground, and tries to aid the rest of her team. She tells them to spread out, and they comply.

Magma places her hands on the ground, as she glows red and black from the inclusion of her powers. As she posses, fire shoots up from the ground. Boom Boom charges a large ball of her powers and gives it to Colossus, and instructs him to use it against Charles. It hits him, and causes him to lose his posture in the air. Storm's reign of terror in China continues to cause problems for the team assigned to combat her, even with the pleas of Spyke to allow him and the others to help her. She ignores what he says and uses her powers to cause some ice to slip down towards him, though Beast gets him out of the way by lunging and stopping him from being hit before they take impact. Iceman proceeds to cover them using some ice, hence his name, and strains himself as Berzerker uses his own powers. Storm is soon struck, though that does not stop her from almost immediately retaliating and using her powers to strike him as well.

Using some acrobatics, Berzerker dodges her blasts and uses his powers against her again, his eyes even glowing blue as he does so. She fires at him again, though Berzerker manages to dodge it and takes haven inside the fort put up by Iceman as Storm's nephew pleads with them not to hurt her, referring to her as a victim in the grand scheme of things and similarly in their position as well. Scarlet Witch pleads with her own family member in Mexico as she questions Magneto why he is attacking them while he summons the destroyed Sentinel he took down and tries to harm her by launching a piece of it at her. She braces for impact, and takes no damage or even feels a thing. She realizes that Kitty is the one responsible for her protection as the latter tries to get her to realize that her father is not himself.

Shadowcat even tells her that he is not her father, as Magneto fully reconstructs the Sentinel and the group braces for it while overlooking the large robot. As Cyclops, Wolverine and Nightcrawler head into the Sphinx, Nightcrawler decides to not take the walkway and uses some crawling to get around. Wolverine confirms to Cyclops that he cannot sense Mystique, as her powers have been boasted by Apocalypse ever since he gained control of her. As Nightcrawler looks at himself in some water, he feels a shake and does not realize that it was Mystique forming around him as she grabs him by the arm and throws him. The defeated young mutant bangs into Wolverine, who goes along with him in the defeated territory. As the two fall into a pillar, Cyclops fires at her.

Mystique takes damage, gaining a hole in her chest that nearly encompasses the entire thing. However, it is not without notices that the body part quickly regenerates as she morphs into a large number of bats, of which Cyclops and Wolverine take aim at. Nightcrawler teleports in the mean time, roughly right after they started to attack and reappears as Wolverine descends. Cyclops continuously shoots at the bats, determined to hit them as Apocalypse tends to his affairs. That is not to say he is unaffected, as he can clearly hear and feel the rumbling caused by his blasts and only ignores it because he is determined to see to it that his business is taken care of. Waving his arm across a panel, he allows light to transpire and visualizes holographic images of the three pyramids.

With the pyramid glowing a blue tone, Magneto turns back. Using the Sentinel he had reconstructed to it's entire form, he attempts to kill his daughter by having the arm of the Sentinel attack her. Scarlet Witch would have been killed as a result, had it not been for Sunspot jumping in and taking the fall as he grabs the arm and proceeds to use all of his strength to keep it away from the villain's child. Shadowcat intervenes as well, though vocally and less so physically as she gets the daughter to listen to her by placing her hands on her shoulders. She tells her that she needs to forget that her father is her father and that if she does not, the group is going to lose their battle against him. After she expresses that they cannot be defeated during their assault on the dome, Shadowcat is knocked out by Magneto with the use of his Sentinel. This sends Wanda into shock, but also propels her to fight her father. She promptly glares at him, uses her powers and disables his as a result of her own mutant abilities.

With the disabling of his powers, key events begin to unfold. The looming Sentinel that he sent over the five heroes falls to the ground, and the pyramid begins to light up. In addition, Shadowcat also wakes up from her knocked out state and upon seeing the pyramid in all of its flashing glory, questions to herself what is happening in horrified and deeply concerned tone. Storm's team is not fairing well either, their pyramid flies directly into the sky as Storm is in front of it in the direction of the group. A confused Spyke tries to determine where it is going, only for Beast to express his belief that it is trying to get a higher atmosphere in order to affect the planet.

Charles lands on the ground as the pyramid he is guarding begins to shoots off into the sky. The pyramids around the world become triangles around the world and form a grid, while Jean gets herself off the ground. While Magma stares at the pyramids, Boom Boom, Multiple and Colossus rejoin the two as Jean proclaims with sincerity that they are too late. In Apocalypse's control room, he gets his own projection of the grid and sees three Sentinels putting a dent in his plans by involving themselves, as he zooms in as well. On his own jet, Nick Fury is watching over the Sentinels as soldier alerts him that as he ordered, their last three Sentinels were being used to attack the pyramids. Fury gives his regards by nodding his head and opens a door, of which Rogue opens.

Using the cannons inserted into their chests, the three Sentinels manage to break the force field around the pyramid. Storm flies down past the light emitting from the pyramid and is hit by Iceman, who used a ice blast. She is frozen by her former teammate and falls to the ground. As Spyke tries to see if she is okay, Beast and Iceman go to check out the pyramid. Beast reports and is replied to by Jean and Shadowcat as he tells them that they need to destroy the base units that power the pyramids in the sky. Spyke hears him as well, throwing some flaming spikes at the pyramid. A intense looking Storm angrily breaks from the ice she was encased in using some lightning and for a time, even has it coming out of her mouth and eyes.

As a result of the wind blowing from her chaotic rage, Beast, Spyke and Iceman are propelled from the ground. Sunspot manages to run through the Sentinel that Magneto reformed and tries to throw a piece he took off of it at the same robot, but Magneto instead uses his magnetism to take the piece. He shortly after, sends the piece hurling at him and hits him successfully. However, right behind him, Shadowcat and Havok phase to the pyramid. Shadowcat instructs him to attack the dome, and he does, taking a large piece out of it as a result before the two gasp as they see the Sentinel appear behind them. Charles is under attack by Boom Boom and Multiple, who use a strategy that they have never done so before. As opposed to their uncoordinated teamwork, the two are utilizing their powers by having Multiple create multiple versions of himself while Boom Boom uses her powers to supply all of the clones. They both are causing trouble for Charles, while Colossus uses this as a opportunity to attack the dome and is able to damage it before Charles uses his powers to destroy multiple Multiples.

Right after, he attacks Colossus from behind, using a blast. As he is attacked, he desperately and bitterly tries to harm the base further, but falls out. Magma moves in to fire a blast at Xavier, who puts a force field up to stop himself from taking any damage from it and blasts her with a bolt, defeating her as well and leaving only Jean to defeat him. The latter puts on the Cerebro helmet and apologizes to Charles as she confronts him, though he soon uses a bolt on her, which she blocks as she beings to fire right back at him. She predicts that she will be able to even the odds when using the helmet, and creates psychic projection of herself. Wolverine, Nightcrawler and Cyclops are running from the bats, during which Cyclops tells the two that they are running out of time.

Wolverine orders Nightcrawler to scout ahead, and goes to the door with Cyclops, unaware that Nightcrawler has been knocked out by Apocalypse. As Apocalypse returns to his affairs, Wolverine orders for Cyclops to blast the door down before turning around after hearing him react to something and learning that Mystique has knocked him out cold. Mystique morphs her arms into blades and attacks him, as the Sentinels manage to destroy a piece of the grid as well, which does not sit well with Apocalypse. Apocalypse projects himself to Magneto and flies to the sky, leaving the five defeated members of Shadowcat's group laying on the ground. Scarlet Witch tries to get Shadowcat to emerge from slumber as she tells her that they have a chance to attack the base unit. In space, Magneto destroys the three Sentinels. Scarlet Witch strains herself to attacking the dome and even gets exhausted momentarily, just as Magneto returns and begins to take the pieces of the Sentinel with the intent of harming and possibly killing her with it as well.

As she pleads with him not to harm her, Magneto disappoints by launching the Sentinel at her. However, he fails to kill her, as Quicksilver arrived at the last moment to get her away. Quicksilver tells her that it looks like she could use a hand, as the rest of the Brotherhood of Mutants arrive and Toad explains that despite their jet being crashed, they still managed to get there. Avalanche sees the unconscious Shadowcat and Toad tries to get friendly with Scarlet Witch, though she refuses him. Magneto begins to use their jet against them, with the intent to harm the group. However, Blob refuses him as he uses his chest to stop it from harming them. Avalanche is rubbing Shadowcat in comfort as Quicksilver orders him to bring Magneto down, and sends his powers at Magneto while causing Shadowcat to begin to wake up. Magneto ends up getting buried underneath pretty much everything, including trees and other projectiles around him.

Apocalypse is inside the Eye of Ages, which is powering up as well. He boldly proclaims as it is powering up that the evolution is beginning, which signals his transferring of his DNA through some lights, which results in a large void around Earth. Fierce storms also emerge, while Apocalypse is groaning during his tenure of being in pain. Right outside the room he is in, Wolverine is threatened by Mystique while she tries to harm him by using the blades on her arms. Wolverine dodges, and slashes her through the chest. The damage is not sustained, as she quickly heals. She knocks him across rather powerfully, and proceeds to throw him down a hole.

Charles and Jean are continuing to duel with the use of their minds and are not showing any signs of stopping, as Jean's mental version of herself blocks a attack by Charles's own mental impression. The two both show strain as they breathe heavily, remarkably the only time Charles has shown any signs of being himself during the control he has been put under by Apocalypse as a member of his horsemen. The shield Jean creates allows her to protect herself further from any attack by him, as the exhausted Charles has his mental domination return to him and he collapses. Jean follows suit, though is immediately followed in action by Charles's returning domination, which attacks her as she is unconscious.

Following a tree branch leap, Toad asks the other members of the Brotherhood of Mutants if they won. Quicksilver tries to see if he remembers their many defeats, which reminds Toad that they never win, as he recalls. A piece of their plane starts to spiral towards them, though is not able to hit the five and instead, frees a angered Magneto. Storm sends lightning everywhere and knocks away Iceman and Beast with the use of her powers as she lifts her hands up. Her plans to succeed are not fully successful, as Berzerker is only powered up as a result of her attack and prepares to fire back at her. She is sent flying back and slams into a rock, though manages to prevent Berzerker from finishing her off as she uses her powers to make some rain come down on him.

A clearly defeated Berzerker short circuits and drops to the ground, as Beast begins talking to Wolverine. Despite his assurance that they have lost, Beast is told to not give up by his comrade, who reminds him of their secret weapon. On his end, Wolverine is attacked further by Mystique as she turns into a barrage of cobras, which only get on top of him and begin biting him. Outside the Sphinx, Rogue arrives on a S.H.I.E.L.D. jet and opens the door. Rogue assures the mother of Leech that this as far as her son has to go, while the terrified boy looks at her. She leans down to him and tells him that his powers of nullification can save many people and that she is just going to borrow it, before asking him if he is ready. Following a look at his mother, Leech is prepared and allows Rogue to touch him, taking his powers and knocking him out in the process.

Rogue turns to look at Nick Fury, who nods in approval. Cannonball gets a arm around Rogue and sends her down to the Sphinx, which allows her to meet up with Wolverine, who is being attacked again by Mystique. Rogue uses Leech's powers to give her the effects of both interposition and nullification, which allows Wolverine a advantage as he boasts that she is not as formidable when her abilities are gone. Rogue stands by the unconscious body of Nightcrawler and blasts Leech's powers at Apocalypse, stopping his infusion to the world and causing his horsemen to even lose their grip as members of his group and return to themselves, albeit unconscious. Rogue then walks up to Apocalypse, and assures him that he is used her and the other mutants for the last time. Opening his eyes, Apocalypse grabs Rogue's arm and only delays the inevitable, as she breaks free and begins to seal him in the Eye of Ages.

While Apocalypse begins slamming on the inside in a attempt to break free, Wolverine gets aboard the Eye of Ages and instructs Rogue to turn the power back on. She does so, and the Eye of Ages disappears. Once Rogue tries to determine where it went, Wolverine explains that he believes it went through the cracks of time and will hopefully never be seen again. Rogue tells him that for some reason, she does not believe that they will be that lucky. Wolverine helps Cyclops as he and the others emerge from the Sphinx, and as the latter asks him if he believes that they stopped Apocalypse in time. A rather bruised and battered Wolverine admits that while the group cut it close, he believes they did indeed vanquish the villain in time.

Cannonball and Rogue try to help Nightcrawler to walk, before Cannonball leaves the two to talk amongst themselves. Nightcrawler congratulates Rogue, and refers to her as the girl that shut herself off from the world, and saved it. As Rogue relates that she wishes she could say that she did it for the world, Mystique approaches the two and ask for their forgiveness for what she did to them but they do not comply with her, and leave her alone. Magneto wakes following his falling out and sees Scarlet Witch and Quicksilver trying to take care of him, and is instinctively scared to see Wanda before being reminded that she does not have her memories anymore and walks off with them. Right after the two, are Shadowcat and Avalanche, the two having their arms around each other. Storm recovers and begins rubbing her nephew in a apologetic way, as Iceman, who gives a thumbs up, Beast and Berzerker look on.

The Xavier team separates as Boom Boom takes Colossus by the arm and tells them that the party they had was fun and thanks them for the invite, Magma and Multiple following suit. Jean lifts Charles up as he recovers, with her powers and proceeds to hug him, relieved that he is okay. Charles thanks her, though is not exactly as happy to see her as she is to see him.

At the Xavier Mansion, Charles thanks everyone for their involvement in stopping Apocalypse. However, he tells them that they must prepare for what the future brings and reveals to them that he glimpsed into the mind of Apocalypse. Charles also relates that he saw mutants continued to be oppressed, Magneto fully allying himself with Charles, the X-Men grow and change, the Brotherhood of Mutants join S.H.I.E.L.D., Jean become possessed by the Phoenix Force, Nimrod taking lead of some reinvested in time and new Sentinels. He realizes that one thing is clear, his X-Men and the world's X-Men will always be there ready, and of that, he is proud.

Physical Therapy
Boy, is that all you got?
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"Alright teams, this is it. Everything you've every learned about yourselves, your strengths and your limits, all comes down to this. Tonight, we're the world's last, best hope to stop this madman. So we're going to trash those pyramids any way we can, no matter who we gotta go through to do it."

-Wolverine preparing the X-Men for their fight against the Horsemen of Apocalypse.

"Don't hurt her! She's a victim in this, just like we are.

-Spyke tries desperately to get the other members of his group to not harm Storm.

"That's not your father , at least not anymore."

-Shadowcat on Magneto's transformation to Scarlet Witch.

"Can you sense her?
No. Apocalypse is amplifying her powers, so she could be standing right next to us and I wouldn't know it.

-Cyclops and Wolverine in regards to Mystique's new enhanced abilities.

"Where'd it go?
I don't know. Hopefully it just fell through the cracks of time. Never to be seen again.
For some reason ah don't think we'll be that lucky.

-Rogue and Wolverine determine the fate of Apocalypse.

"You did it Rogue. The girl who shut herself off from the world just saved it."

-Nightcrawler gives Rogue respectful congratulations for saving the world.

"Thanks to you all, we have averted catastrophe. It was not without its price, however. But steel is forged through fire, and like it we have been made stronger. We are prepared for what the future brings. I know this, because I have glimpsed into the mind of Apocalypse. Many challenges still await us. But I have seen some who were our enemies become friends. And with a heavy heart, I saw the dearest of friends, become the most terrible of enemies. I saw my X-Men grow and change. And of course, I saw that some people never change. But one thing was clear, that no matter what awaits us, terrible or wondrous, my X-Men will always be there, ready. And of that, I am proud."

-Charles Xavier gives a salute to the X-Men and their other allies while a speech is made as well, and a last line of the series to boot.


  • With this episode, X-Men: Evolution became the first of many Marvel animated series to be cancelled or concluded after 52 episodes. The next would be The Super Hero Squad Show, Iron Man: Armored Adventures and The Avengers: Earth's Mightiest Heroes.
  • This is the only time a X-Men series has ended, and Charles Xavier remained with the team. In the original series, he left to be healed before he could pass and in Wolverine and the X-Men, he was still in the future.
  • A common misbelief was that the series was cancelled after the fourth season because of the supposed fifty-two episode rule, which only permits series to end at that number of episodes. That is invalid, as a fifth season was part of the initial contract and was only cancelled sometime during the fourth season.
  • This episode serves as somewhat of a book end for Shadowcat. In her first appearance in ""The X-Impulse", she was leaderless and needed someone to show her how to control her abilities and use them to her content. Yet here, she is doing the exact reverse and is serving as a leader of the team she is part of and for the most part telling them how to use their abilities.
  • This episode does the same for Rogue. Her powers have been used for good and evil, the latter mostly being a result of manipulation of some kind used on her to make her use her powers for nefarious purposes. Here, her powers are not used for villainy or to harm anyone like they are known so well for. Instead, they are used to save the world, which is derived from the words her step brother Nightcrawler had to say about them.
  • Of the X-Men roster as of this episode, Wolverine is the only one not seen in a single one of the series's visions of the future. This gave many different theories as to why this was the case, one of which being that he was deceased or that he had retired as a member of the team by the time that the teenagers grow into adults. Another alternate theory was that he was not shown amongst the future team because he would have looked exactly the same, which has validity, as he retains his appearances decades after World War II.
  • The entire cast of the series, in terms of mutants, reappear for the final time. The entire X-Men line up is seen in a single episode for possibly the first time since ""The Stuff of Heroes"". In that episode, however, they were only seen together in a short scene that literally revolved around Charles, as the camera gave different viewpoints of him while the rest of the team was seen in the background.
  • Charles has the last line in the series.
  • This is the only X-Men show where Colossus does not become a member of the X-Men or a honorary one at that. In the original series, he was given honorary status after helping the team defeat Juggernaut. In Wolverine and the X-Men, he was a member of the team prior to the start of the series and did not return once the explosion occurred. The character was also not prominent during either series, nor arguably this one. However, despite not being a member of the team on any grounds in this series alone, he has the most appearances here.
  • This is the only time that the Horsemen of Apocalypse have remained as members of his team for more than a single episode.
  • In a rather bizarre twist of fate, Sabretooth, one of the series's first villains, is the only character from the first season and arguably only major character from the entire series to not appear.
  • This is the last Marvel show to have a fourth season, and was the last to have a third season until the announcement of one for Ultimate Spider-Man.
  • In one vision, Xavier sees X-23 on the team wearing a black armband. As revealed on Facebook, Craig Kyle meant this to mean she was wearing it to honor her "fallen father." Eleven years later in the comics, Wolverine died and X-23 became the new Wolverine.


  • Why did the X-Men not use Rogue to defeat Apocalypse from the very start, as opposed to having gone to the individual pyramids and fighting his horsemen? While one could argue they wanted to try as well, that still does not excuse the fact that she could have attacked him with Leech's powers earlier and not have had to rely on the others for anything to be resolved.


  • The X-Men continue their battle against Apocalypse from the previous episode.
    • The Horsemen of Apocalypse from the previous episode are still in the same form.



  • Had a fifth season of the series been created, Apocalypse would have returned.
  • The last scenes of the series were initially believed by many viewers to be produced footage from the unproduced fifth season. The producers referred to it as their best resolution to not having a fifth season to show the characters grow even more, so they put the extra scenes in so that the characters would be seen one last, quick time.
  • In terms to the future designs of the X-Men, Rogue is confirmed by Steven E. Gordon as wearing Gambit's coat, which was initially brown over the series run and appears to have been replaced.
  • The fifth season would have also had the Dark Phoenix saga, in a similar fashion to the animated series from the nineties. The episodes would have been essentially altered versions of the Phoenix saga and Dark Phoenix saga from the third season, except with a more modernized approach to them.


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