Featured article
This article is written from the Real World perspective Real World.jpg
Captive Hearts.jpg
Series X-Men
Release Date January 30, 1993
Season Number 5 of 13
Episode Number 5 of 65
Writer Robert N. Skir
Martin Isenberg
Eric Lewald
112 images

The X-Men are still struggling to recover from their last battle when a new threat emerges from beneath their feet. Jean and Scott are kidnapped by a group of sewer dwellers who intend to make one of them their ruler. Storm must overcome her fears to lead the X-Men into the depths to confront this new and deadly threat.


In the darkness somewhere, Storm charges lightning in her hands while standing back-to-back with Rogue, Gambit, Jubilee, and Jean Grey. Gambit charges a playing card while Jubilee begins generating sparks. They all look concerned scanning the area around them.

Doing some training

Suddenly, something sparkles in the darkness. Metal tentacles shoot out towards the team. Rogue warns Gambit, calling him a swamp rat, and he ducks under them dropping his cards.

Jubilee jumps over one that attacks her.

Rogue grabs two of them as Storm flies up behind her. Storm spins around one tentacle then blasts it with lightning.

Helping each other out

Two saws come towards Jean and she warns that they are messing with the wrong X-Men. She blasts the two saws apart but a third comes at her. She cries out as Storm swoops in to blow it to the side.

Xavier guiding the training from above

Professor X and Cyclops watches from a booth above them. The saw lands just below their window. Jean turns to see them. Xavier speaks into the microphone saying that this is not a game and this is patterned on dangers the X-Men may encounter in the field.

He presses a button and a gun turret fires. He claims that training is crucial. Jean puts up a shield and the blast hits it. She cries out as she flies back.

Rogue pulls on a tentacle until it comes out of the wall.

Xavier says that as long as mankind fears their mutant powers they are in danger.

Working together

Gambit tosses a card destroying one tentacle that has wrapped around him while Jubilee blasts at the wall behind him. Storm lands nearby.

Xavier grimly reminds them of what happened to Morph.

Making sure they are ready

The team, having beaten the training, stop and look up at him. Xavier tells them that they will have to rely on each other for their lives.

Xavier presses another button. Suddenly, the team is bombarded with laser blasts. Jubilee and Gambit stumble back. Storm flies off. Jean sends off a blast. Rogue blocks the blasts with her body.

Taking charge

Jubilee and Gambit run off while Storm passes by overhead. She flies to the roof and freezes one of the guns. She orders Rogue to take out the wall blasters.

Rogue flies around punching each of the blasts. Storm then orders Gambit to disable the targeting cameras. Gambit throws his cards destroying the cameras.

Jubilee runs up and blasts another camera.

Xavier keeps changing the rules

Just then, Xavier presses another button. Suddenly the area changes to a large box. Gambit cries out as the walls begin closing in around them.

Rogue asks Storm what they are going to do now. Starting to panic, Storm orders them to stop the walls while she slows the ceiling.

Rogue runs up and slams the wall with her shoulder. However, it keeps pushing her in while she notes "that sucker" is thick.

Storm flies up and creates a gust of wind but the ceiling keeps coming down.

Jean, Jubilee, and Gambit fire at one single wall but it keeps moving in. Jubilee wonders how they fight a whole room.

Going from bad to worse

Jean stops when she hears Storm screaming. She turns and sees her teammate crying out as the ceiling closes in on them, her eyes glowing yellow.

She suddenly flashes back to herself as a child. Storm cries out to make it stop.

Rogue continues pushing against the wall while trying to call out to Storm.

Having an attack

The ceiling begins squishing Storm between itself and the floor. She cries out once more for it to stop as her body courses with energy.

She suddenly creates a massive blast of wind. Jubilee is knocked back against the wall.

Rogue struggles to push forward through the wind. She says they have to get to her before she does something, but is blasted back by the gale force slamming into the far wall.

Swept up in the moment

Jubilee, Gambit, and Jean are swept up into the swirl of wind.

Storm cries out. As the three spin in the winds, Jean calls out to Storm. Storm continues screaming as the team all cry out to her.

One problem over

Lightning blasts out from her in every direction. She then passes out and falls to the ground. The room around them powers down. Rogue, Gambit, and Jubilee approach her while the youngster asks if she is alright.

Storm struggles to sit up. Rogue hugs her saying she is saving her best moves for next time.

Xavier and Cyclops look down from the control booth. Xavier's head glows as he uses his power.

Storm will have some things to work out

Down below, Rogue helps Storm up as Xavier's image appears below. Storm says she is not ready to lead claiming that her claustrophobia puts the others at risk. Xavier retorts that when the time comes she may not have a choice.

Elsewhere, Logan stands in a fighting stance, bandages wrapped around his chest. He readies his arms as Jean calls out to him saying he is supposed to be resting.

Checking on the impatient patient

He looks over seeing her in the doorway all dolled up in a gorgeous pink dress. She claims that even he cannot heal this quickly. He throws a kick telling her not to bet on it.

Jean walks up reminding him that Sabretooth nearly killed him. He claims that someday he will learn not to let his guard down.

Just then he cries out and grips his chest. Jean runs up to him to look at him.

Unrequited love

He looks into her eyes calling her name. Jean stumbles to say that she has to go as Cyclops is waiting for her. Logan looks grim as he says he is too.

Jean pushes back and walks out the door. Logan looks sad as she leaves him alone.

Later, a theater is showing Phantom of the Opera. Jean and Scott walk out.

Has the attention of one she doesn't want and doesn't have the attention of the one she does

As they walk out, Jean tries to get his attention. Scott, obviously thinking about other things, asks if she said anything. As they pass a newsstand, Jean wonders what is wrong with him. She notes that they finally get a night out together and he is "a million miles away."

Scott explains that being an X-Man is the most important job in the world. He puts his arm around her saying that he cannot bear the thought of letting Xavier down.

Finally getting him to pay attention

Jean replies that it is making him crazy. She claims he is doing the best he can but he is no good to the professor when he is like this. She takes his arm telling him to relax for the good of the team.

They stop and she plants a kiss on his lips.

Nearby, a small green scaly boy looks out of an alley.

Scott and Jean continue their stroll down the street. They put their arms around each other and he says she is right. He claims that from now on his mind is on nothing but her.

Mutant street urchin

The green man looks around then sneaks towards another newsstand and looks at a nearby fruit stand. Behind him, Scott and Jean kiss once more. The man holds up his hands and they sparkle. A lemon and apple suddenly sparkle and float over to him.

A man cries out for him to drop his fruit. He then states that it is one of "those mutants." Jean and Scott stop and turn towards the commotion as the man says to grab the young man.

The boy cries out as a mob of men approach him. He holds up his hand and the group of men float away, one of them wondering what he is doing to them.

Making a run for it

The boy runs through the crowd as one calls out to grab him. They chases him as he runs down the street.

Scott and Jean watch the group go. They run after with Scott saying they have to do something before they hurt the boy. Jean dryly notes their night off is ruined.

The boy runs into a subway station and leaps over the gates. The crowd follows close behind.

He runs up to an enormous bald man who picks him up. Several others stand around. The crowd runs towards the gates and stop.

A disgusting looking man warns he will teach them to hunt them like animals. Suddenly, a kind of goo closes the opening behind the crowd trapping them. One man slips to the ground as it closes.

Led into a trap

The disgusting man approaches behind him, more goo dripping off of him. He throws his arms up shooting goo out.

He knocks a woman and two men down. Others fall down crying out in disgust.

Coming to save the day

Scott and Jean walk down into the station finding the other side of the goo wall. Jean uses her powers opening a hole in the wall.

Inside, men run as the giant bald man picks up one of the mob and tosses him aside. Jean wonders who these people are.

A man with an eyepatch lifts it and fires a blast from it. People scream as the blast lands near them.

Scott theorizes they must be mutants.

More mutants attacking humans

The disgusting man tells them to pay the price for attacking Morlocks. Suddenly, goo rises up to lift two people into the air.

People scream as the giant man holds up someone. The goo throws the two onto the tracks.

Scott claims they are dangerous and they will have to protect the crowd from them. He and Jean run forward.

The tables have turned

The two on the track stand. One turns as they hear a horn noting that the train is coming.

Scott runs to help a man up while Jean goes to the tracks. The train barrels down on them blaring its horn.

Helping those who hate and fear them

She stops at the edge and uses her powers to lift the two to safety above the train as it passes.

The giant man tears off a column and stares at the mob and two X-Men. Scott stands before the crowd watching the man rush him with the column.

Scott says he doesn't think so and takes off his sunglasses. He fires at the man blast him back so he drops the column.

The bigger they are

The man goes flying above the other Morlocks' heads and crashes through more supports eventually slamming into the far wall.

As the giant man groans, the other Morlocks back away.

Scott puts on his sunglasses as Jean approaches. He warns that he shouldn't try that again because without his visor he cannot control his beams.

More complications

An elderly woman approaches them from behind. She calls out for them to sleep and circles come out of her eyes. She suggests that they need to sleep and must sleep.

Scott and Jean turn and see her as the crowd approaches them from behind.

The energies hit the crowd and they begin to chant about sleep. They look drowsy then slump down. Jean and Scott struggle but they too fall down. The X-Men and crowd all fall to the ground sleeping.

It was all a trap

The old woman and the Morlocks approach them. A woman with an eyepatch approaches telling the woman, Annalee, that she'll be rewarded.

The one-eyed woman orders the giant man, Sunder, to take them below. Sunder picks up the X-Men and carries them over each shoulder.

They have what they came for

The woman and Annalee walk down the tracks. Sunder leaps down to follow. They disappear into the darkness of the tunnels.

Back at the mansion, Wolverine lays on his bed looking at a framed picture of Scott and Jean. He rubs his hand over Jean's image. He suddenly hears Rogue ask where the lovebirds are.

In the hall, Rogue and Gambit walk by wearing skimpy swimsuits and sunglasses. Gambit wonders who should care saying they should be alone.

The jealous type

In his room, Wolverine growls and pulls out one of his claws. He slashes the picture across Scott's chest.

Elsewhere, Scott groans and opens his eyes wondering who dropped a house on him. He suddenly realizes that his arms, legs, and torso are tied down. He wonders where he is.

The little green boy sits nearby. He thanks Scott for trying to help him. Scott sits up and begins to ask who he is. However, he stops when he realizes his glasses are missing. He blinks his eyes wondering what happened to his powers.

Strange going-ons

The boy, calling himself Leech, says that in exchange for Scott help him he helped Scott. He rubs Scott's head saying he will see better now for a while.

Just then, Sunder walks through the door. He stomps over to Scott and picks him up by his shirt causing the X-Man to cry out.

Getting mixed reactions

Sunder carries Scott down a hall over a grate. Their shadows look enormous on the wall next to them. He then lifts Scott above his head and throws him.

He lands at the feet of the woman with the eyepatch. She welcomes him, calling him pretty, and introduces herself as Callisto. She claims he has already met some of her tribe.

Scott stands and sees Sunder standing over him grinning. He looks around to see numerous Morlocks standing around.

Callisto explains that Morlocks are outcasts, mutants too deformed and unsightly to pass as humans on the surface. She notes that unlike him they have no choice but to hide here away from those who fear them.

She's been watching them

She snaps her fingers and two television sets come on. One shows Cyclops while the other shows Gambit. She explains that when she saw his bravery and leadership she knew it was her destiny to have someone like him rule besides her.

The footage shows Cyclops in the forest blasting at Sentinels. One lands and he blasts it while two more attack him.

Using her people to get what she wants

Callisto puts her arms around Leech saying she sent him into trouble to show him the way. Scott looks around asking where Jean is.

She crouches next to him saying he will know when he agrees to stay, rubbing his face. He slaps her away saying he is not interested. Growing angry, she claims that it wasn't a request.

She needs a King and a Prince for her Kingdom

Scott explains that sunlight is the source of his power and he won't be any good in these tunnels. Callisto stands saying she does not need a protector. She looks around the room at her people saying that she needs a companion, someone to provide an heir.

Scott jokes that she should take out an ad, when demands to know where Jean is. Callisto calls out to Sunder.

Taking hostages

The huge man lowers a chain dropping the tied up Jean down from the ceiling. Callisto asks if this changes his mind. Scott calls out to Jean. Callisto says that because he refused her that they should destroy Jean.

Fighting for the man they love

Jean drops to the ground then bursts through her restraints. The Morlocks run screaming as she does. She turns towards Callisto saying that Scott is her date and blasts her back.

Getting to use her powers for once

Morlocks rush her but she fires at the ground keeping them away. Callisto sits up ordering the guards to restrain her.

Jean pushes more Morlocks back. She then contacts the professor explaining they need him as they have been captured.

Sending out an SOS

In his office, Xavier calls out as Jean's contact is broken. He reaches out wondering where she is.

Back in the tunnels, Jean is unconscious on the ground. Two Morlocks pick her up. Scott tries to run to her demanding they let her go but Sunder grabs him. He picks up Scott and tosses him against the wall.

Scott is needed for a greater purpose

He walks over to Scott saying that was very stupid and picks him up. Callisto runs towards him ordering Sunder to stop. She reiterates that she needs him alive.

Sunder looks at the unconscious man and throws him to the ground.

Later, the mansion stands lit in the moonlight.

Tracking the signal

In the war room, Xavier shows a map saying this is as close as he can pinpoint their location. He, Jubilee, Gambit, Rogue, and Storm sit around the table.

Later, the team goes into a subway station. A street sweeper drives by after they disappear below.

Wolverine leads the way down the stairs. Rogue asks about Storm. She says she is fine and they must find the others.

Storm has to make her own decisions

Gambit notes that it is tight down there. He begins to reassure her that should things get rough, but Wolverine cuts him off noting it is her call.

The nose knows

The enter the station just as a train passes by. Storm grimaces then asks which way. Logan leaps onto the tracks and points in the direction following the train.

Storm grimaces and the team walks down. Behind them, a Morlock appears out of the air. She turns, revealing herself to be nearly flat, and watches them go then follows.

As they walk down the tracks, Gambit jokes that Scott and Jean picked a strange romantic getaway. Wolverine tells him to shut up saying he is getting a scent. Gambit thinks that someone could be tracking them. Storm tells them to hold it.

Getting the jump on Rogue doesn't help

Just then, Sunder comes out and grabs Rogue. She flips him over onto the ground joking that cockroaches grow big down there.

Suddenly, the disgusting man appears and tosses some goo. It hits Gambit and Wolverine pinning them to the wall.

Sunder stands and grabs Rogue. Before she can free herself he runs off.

Stuck in a sticky situation

Gambit jokes to Wolverine that they are in a sticky situation. Wolverine watches as Storm flies by. He pulls out his claws saying it won't be for long.

Storm fires lightning as she flies down the tunnel. The blast hits Sunder and he trips dropping Rogue.

Running into a trap

Storm fires more lightning around the area causing the other Morlocks to flee. The team chases after them.

Soon, the team is crawling on their hands and knees through the tunnels. Storm gasps for air. Gambit tells Wolverine to help her or else she won't make it. Wolverine replies to let her ask.

The team exit the tiny tunnel into a large area. They look around seeing a light ahead and walk towards it.

They find a bolted door and Storm fires blasts at the hinges breaking them apart. The door falls with a thud and they see Annalee with Jean. Wolverine calls out to her.

No one messes with the woman he loves

Calling Annalee her mother, Jean asks who these bad people are and hugs her. Annalee demands to be left alone with her "daughter." Jean hugs her tighter begging her to make them go away. Wolverine claims she picked the wrong girl to adopt.

Wolverine steps forward. Annalee says no then then her eyes glow as she says he is covered with scorpions.

Storm has her fears and he has his

Wolverine looks down at himself then cries out. He demands that they get off him. He sees the insects crawling all over them. He wonders what she is doing to his head.

Wolverine roars and pulls out his claws. He rushes Annalee who barely dodges out of the way as Wolverine stabs the wall.

He'll always be there for her even if she's with another

He pulls out his claws just in time to catch Jean as she feints. He holds her chin saying not to worry as he's here. She looks around wondering where she is and what's happening. She then asks about Cyclops. She claims they have to help him.

Meeting the half-face of their enemy

Callisto calls out that they are too late as no one can help him now. They look over and see her standing in the entryway. At her feet lies Scott.

Wolverine is always second choice

Jean calls out and runs over to him. She turns him on his back then begins sobbing. A slash is across his chest. Wolverine growls.

Sunder hands Callisto a staff. She claims that Scott was a great leader and they will mourn his loss. She states that her Morlocks will provide safe passage to the surface world.

Going to make sure he stays dead

Wolverine steps forward questioning the great warrior statement. He pulls out his claws threatening to take him back in pieces. The X-Men turn towards him shocked.

Storm calls out to him as he rushes forward. She tries to stop him as he digs his claws into either side of Scott. Scott wakes up screaming.

Not so wounded as they were led to believe

He stands and, turning around, changes into one of the Morlocks, then runs off. The team stands there stunned. Wolverine claims that while Cyclops has his problems he doesn't smell like a Morlock.

He turns towards Callisto noting they will have to persuade them to give him back. Callisto calls them fools claiming they cannot fight them here.

The Morlocks step forward and the disgusting man throws his goo. It lands nearby as Storm takes off, Gambit throws a card, and the team rushes forward.

Jean blasts several Morlocks back.

Morlocks are full of surprises

Rogue dodges a column swung by Sunder. The shapechanging Morlock turns into a circle allowing Rogue to go through as she tries to hit him. She flies up joking they need to work on their hospitality. Sunder throws another swing that she flies over.

Must be a pretty strong staff

Wolverine runs up to Callisto and slashes at her. The disgusting man runs off as she uses her staff to block his claws.

Storm flies around ordering them to stay together so they do not get divided. However, she is knocked out of the air by the shapechanging man.

Triggering her claustrophobia

She lands in a puddle of goo as the disgusting man steps forward. He raises his arms and the goo surrounds her. She blasts herself out of the goo sphere knocking the man back then crouches gasping for air.

Gambit throws a card saying here is mud in their eyes. The card blows up knocking around three Morlocks.

Sunder chases Rogue, who is flying backwards, down the halls. He demands that she come down and fight fair. Suddenly he is sent flying back down the hall. Rogue follows wondering if that was fair enough.

Storm flies up.

Wolverine slashes at Callisto, but she blocks it, telling her to come on. He slashes again putting large grooves into the staff. She looks at the damage and screams.

Wolverine got cocky

She ducks as he throws another swing. He says she can do better than that, but is interrupted as she kicks him. He gets up from the ground saying that is more like it.

However, Wolverine is shocked when he sees Callisto running off down a tunnel. He smiles joking that he loves playing hard to get then runs after her.

Elsewhere, a Morlock throws an energy ball at Gambit. He dodges and tosses his card to counter the attack. He grunts as the blast goes off.

A whole new bag of tricks

He stands but is jumped on from behind. He pulls the woman in front of him but is surprised when she transforms into an enormous iguana. The Morlock starts to slash at him but is shocked back to normal by Storm.

Gambit sees the Morlock run off and tells Storm that it was nice shooting.

Equally matched

Sunder looks around wondering where Rogue went. Rogue drops down behind him putting him in a headlock, joking that he misses her. He demands that she get off him. She agrees and spins around to punch him into the wall. Sunder slumps down unconscious.

Gambit charges a card when a Morlock comes up behind him touching his shoulder. He spins around warning her to stay back or else she will get hurt.

Feeling under the weather

The old woman says she is fine but questions his health. She says that something is wrong and touches his face. Gambit looks ill as she wonders if he has the plague.

Storm orders Rogue to get her off of him.

No one hurts her man

Gambit slumps down as Rogue flies in punching the woman aside. Gambit groans in pain when Rogue lands nearby. She helps him up as he says he has a fever. Rogue states the old woman got him bad.

She calls out to Storm. She orders Rogue to get him back to the mansion immediately. Rogue agrees just as Storm dodges goo from the disgusting man. She flies down sending a bolt of lightning knocking the disgusting man back.

Rogue picks up Gambit and flies out.

He may want to rephrase his demand

As Rogue flies, she calls out to Jean. Jean sits on the ground dodging a throw by Sunder that lands in the wall. She uses her powers to lift him into the air flipping him upside down.

He demands that he be let down. Jean spins him upside down and he realizes what she means. Jean stops and he drops on his head.

He is the best there is at what he does

Meanwhile, Callisto runs through the tunnels followed closely by Wolverine. Wolverine says to himself that she can run all she wants since he likes to hunt.

He stops by a hallway looking at multiple doors. He walks down sniffing the air. He stops outside one finding Scott.

He pulls out his claws and slashes through the door. He pulls the door out and tosses it aside. He finds Scott lying on a cot inside.

He could end the rivalry now

He approaches the team leader with his claws still out saying he could make a couple of women very sad right now. His claws gleam in the light just as he retracts them. He notes that one thing he cannot stand is seeing Jean cry.

He lifts Scott over his shoulder and walks out. He leaves the room and wanders down the hall. Callisto, Annalee, and the disappearing woman stand around a corner watching.

Callisto notes that he also loves Jean. She turns to the others saying they know what to do.

Need to cut and run

Elsewhere, Storm tells Jean to contact Wolverine telepathically. The Morlocks close in around them.

Wolverine calls out for them not to bother. He tells them to "blow those slugs off" and get out of this "puke hole." They look over seeing Wolverine with Scott in a nearby tunnel.

Annalee calls out that it is close and tight. Jean looks at Storm who is suddenly panicking.

Callisto still has a trick up her sleeveless sleeve

Callisto then orders her to take on "the animal." Annalee looks at him saying that "he" is keeping him from what is hers.

Wolverine drops Scott and repeats the phrase. He pulls out his claws.

Buried feelings coming to the surface

Jean calls out to him. He raises his claws and Jean blasts him back. She tells him to fight it. He rushes forward and she blasts him pushing him back.

Stopping him from making a bad decision

Jean looks over at Annalee who is telling Wolverine that she is making him love her, making him weak. He retracts his claws saying he can't.

Jean then uses her powers to knock the old woman back.

Another one bites the dust

Wolverine falls to the ground screaming then passes out. Jean crouches next to him. She looks up to find herself surrounded by Morlocks.

Callisto tells them that if they move Scott will be gone. She says that at her order they will destroy the X-Men one at a time until their leader agrees to her terms.

One last attempt to get out unscathed

They look over at Storm, who says that they will now decide it just the two of them. Storm says they will fight for Scott and the leadership of the Morlocks.

Wolverine, sitting up, wonders if she is crazy.

Storm stands saying that if Callisto refuses her she will lose the respect of her tribe. Callisto states that if she uses her power, even a crack of thunder or the slightest breeze, and the Morlocks will kill the X-Men.

Accepting the challenge

Behind her, the shapechanging man grabs Scott moving him out of the way. The disappearing woman runs up handing Callisto two weapons, who then drops her staff.

Callisto keeps one and tosses the other to Storm. The X-Man grabs it out of the air and agrees.

All or nothing fight

The two women approach each other with the staffs ready. Callisto brings hers down and Storm blocks it. Storm blocks two more attacks but Callisto lands a hit to her side.

Callisto says she is slow and wonders if surface life has made her soft. Storm glares at her.

The two circle around each other next to a dark abyss.

Wolverine tells her to keep her head. Jean looks frightened.

High stakes battle

The two slam their staffs together struggling to overcome the other. Storm takes a swing but Callisto ducks and sweeps Storm's feet out from under her.

Storm rolls to the side as Callisto brings the staff down. Storm swings her staff knocking Callisto's out of her hands.

The Morlock leaps up grabbing it and lands. She turns just in time to block Storm's attack. She looks shocked as Storm lands another blow near her face.

The winner

Storm strikes again once more sending Callisto's staff flying. The Morlock falls to the ground and Storm brings her staff to her adversary's head. She claims Callisto has lost.

The Morlocks are shocked. Sunder calls out to Callisto.

Storm says she will not die as that is not the X-Men's way and raises her staff. She addresses all the Morlocks standing around.

Under new management

She claims that they no longer need to hide in darkness. As their new leader, she offers them a safe haven with the X-Men saying they are no longer outcasts.

The Morlocks stand there in silence. Annalee speaks up saying that their place is down there as they cannot live among normal humans. The disgusting man states that once mutants are accepted by humanity they will come to the surface.

Storm states that when that happens she will return for them. Until then, she allows Callisto to rule in her place. She powers down the staff and tosses it aside.

Making peace between the teams

She reaches down offering Callisto a hand up. Callisto takes it and stands. She then turns and walks away.

Nearby, Scott wakes and sees Jean. He wonders if he missed something. She tells him he didn't miss much of anything. She notes that she never dreamed he had such beautiful eyes. The two kiss.

The third wheel

Wolverine watches nearby. He turns and walks away.

Making sure Gambit will be fine

Back at the mansion, Scott asks about Gambit. Xavier says he is recuperating nicely. Storm, Xavier, Jean, and Scott watch over Gambit in his bed. Jean says it is almost as miraculous as his return from the dead.

Xavier asks if their date was memorable. Scott jokes that it was but now they need a vacation. He and Jean walk out.

Ready for more leadership

Xavier informs Storm that Jean told him of her time as field commander handling herself well. She claims that the entire team nearly perished. Xavier notes that they did not and he thinks he has her to thank for that.

Elsewhere, Scott stands outside Logan's room calling out to him. He and Jean want to thank him. They open the door and are shocked when no one is there. Jean looks around noting he is gone.

Not all is well that ends well

On the floor of the room lies the picture of Jean and Scott ripped in half.

To Be Continued...


"You're tangling with the wrong X-Man."

-Jean Grey

"Remember, this isn't a game. These dangers are patterned on those X-Men might encounter in the field. Our continued training is crucial. As long as mankind fears our mutant powers we are in danger. Remember what happened to Morph. In the days ahead we will have to rely on each other for our very lives."

-Professor X

"How do you fight a whole room?"




"I...do not desire to lead, Professor. My claustrophobia puts the others at risk."
"When the time comes, Storm, it may not be a matter of choice."

-Storm and Professor X

"Wolverine, you're supposed to be resting. Even you can't heal this fast."
"Don't bet on it, Red."
"Sabretooth nearly killed you."
"Someday I'll learn not to let my guard down."

-Jean Grey and Logan

"I've...got to go. Uh, Cyclops is waiting for me."
"So am I."

-Logan and Jean Grey

"Ground control to Cyclops?"
"Huh? What'd you say?"
"What's with you? We finally have a night out together and you're a million miles away."
"You know, to me being an X-Man is the most important job in the world. That's why I can't bear the thought of letting Professor Xavier down."
"And it's making you crazy. You're doing the best you can, but you're no good to the professor when you're like this. Relax a little, for the good of the team."
"You're absolutely right. From this moment on, my mind is on nothing but you."

-Jean Grey and Scott Summers

"We gotta do something before they hurt him."
"So much for our night off."

-Scott Summers and Jean Grey

"We'll teach you to hunt us like animals."

-Tar Baby, first line

"I don't think so, buddy."

-Scott Summers

"Sleep...I need to sleep...Must sleep..."

-Annalee, first line

"Good work, Annalee. You'll be rewarded."

-Callisto, first lines

"Where the heck are the lovebirds?"
"Who cares. Let them be alone for a change."

-Rogue and Remy LeBeau

"Who dropped a house on me?"

-Scott Summers

"Thanks for trying to help me up there."
"Who are...My glasses! What happened to my power?"
"You help Leech, Leech help you. You see better now, for a while."

-Leech, first lines, and Scott Summers

"Welcome, pretty one."


"We Morlocks are outcasts, mutants too deformed and unsightly to pass for human on the surface world. Unlike you, we have no choice but to dwell here, away from those who fear us."


"Sunlight fuels my power. I won't be much good to you down here."
"Do I look like I need a protector? To serve my people, I need a companion. Someone to provide me an heir."
"So take out an ad."

-Scott Summers and Callisto

"He refuses me. Destroy her!"
"Forget it, lady. Scott's my date."

-Callisto and Jean Grey

"That was very stupid."
"Stop it, you idiot. I need him alive."

-Sunder, first line, and Callisto

"Scott and Jean pick one strange romantic hideaway, non?"
"Shut up."

-Gambit and Wolverine

"Roaches grow big down here."


"Sticky situation, mon ami."
"Not for long."

-Gambit and Wolverine

"Help her. She not gonna make it."
"Let her ask."

-Gambit and Wolverine

"Mommy? Who are these bad people?"
"Leave me alone with my daughter."
"Make them go away. Please, Mommy."
"Lady, you picked the wrong girl to adopt."

-Jean Grey, Annalee, and Wolverine

"Jean. You okay? Don't worry. I'm here."


"You're too late, X-Men. No one can help him now."


"Your leader was a great warrior. We mourn his loss."


"Cyke has his problems, but he don't smell like a Morlock."


"You all need to brush up on your hospitality."


"Here's mud in your eyes, mes subterranean freres."


"Come down here and fight me fair."
"That fair enough?"

-Sunder and Rogue

"Come on, lady. You can do better than..." [Callisto kicks him] "That's more like it."


"Oh, I love it when they play hard to get."


"Huh? Where'd she go?"
"Don't tell me you missed me."
"Hey, get off of me."
"Sure, sugar."

-Sunder and Rogue

"Stay back, old woman. You going to get hurt."
"I'm feeling fine, dearie. But you don't look so good. What's wrong? Got a touch of the plague?"

-Gambit and Plague, first lines

"Run all you like, lady. I like to hunt."


"I could make a couple of women real sad right now, but if there's one thing I can't stand it's seeing Jean cry."


"You. Keeping me from what is mine."
"You. Keeping me from what's mine."

-Annalee and Wolverine

"At my order, destroy the X-Men one at a time until their leader agrees to my terms."
"Now we shall decide it, Callisto. You and I. Now. For Cyclops, and for the leadership of the Morlocks."

-Callisto and Storm

"You've lost. But you shall not die. Killing is not the X-Men's way."


"Morlocks, you no longer need to live in darkness. As your leader, I offer you safe haven at the mansion with the X-Men. You are outcasts no more."
"Our place is down here. We can't live among normal humans."
"When humanity accepts mutantkind, then we will come to the surface."
"When such acceptance is achieved, I shall return to you."

-Storm, Annalee, and Tar-Baby, first line

"Jean? Did I miss something?"
"Oh, nothing much. I never dreamed you had such beautiful eyes."

-Scott Summers and Jean Grey

"I take it your date was sufficiently...memorable."
"Yeah. Now all we need is a vacation."

-Professor X and Scott Summers

"Wolverine? Jean and I wanted to thank you for..."
"He's gone!"

-Scott Summers and Jean Grey


  • The metal tentacles are similar to those of a Sentinel and Spider-Man villain Doctor Octopus.
  • In the Danger Room, Gambit is seen holding each of the aces, a second ace of diamonds, two of diamonds, and two of clubs. While having two ace of diamonds could be seen as a mistake, it's likely he adds old leftover cards to new decks. He holds the two of diamonds while attacking the Morlocks.
  • Logan wears karate pants when Jean comes in known as karate gi.
The play and episode do have numerous parallels
  • It is unknown if Scott and Jean saw a play or film of The Phantom of the Opera. There does happen to be a 1943 film simply called Phantom of the Opera.
  • The reference to The Phantom of the Opera is relevant given that the story is about a disfigured man hiding from society who tries to force a woman to love him by kidnapping her.
  • Jean references the famous line from Space Oddity, "Ground control to Major Tom."
  • After leaving the theater, Scott and Jean pass a newsstand with pictures of Magneto and a Sentinel on the side.
  • A man standing near the newsstand is smoking a cigarette, a rare case of smoking in children's animation.
  • Near the newsstand there is a sign for New York Books, indicating that the episode takes place in New York City.
  • Leech apparently has some telekinesis, a power he does not have in the comics or any other source.
  • Between the news and fruit stands is a sign for the New York Bus.
The eyes that could have been
  • Scott's eyes are brown.
  • The comics state that the Morlocks are located in an old Cold War bomb shelter.
  • "Mes freres" means "my brothers" in French.
  • Wolverine apparently has arachnophobia, a fear of spiders and scorpions.
  • Wolverine actually tries to kill Annalee and Callisto.
  • Tar Baby's goo apparently can explode.
Perhaps the Morlocks were fans of the film
  • The Morlock's fighting staffs look like lightsabers from the Star Wars franchise. Interestingly, Callisto uses the red staff, which is typically used by evil characters, while giving Storm the blue staff, used by heroes. Furthermore, the double-sided staff predates the double-sided lightsaber first used by Darth Maul in the 1999 film Star Wars: Episode I The Phantom Menace.
  • Morlocks that appear but not named are Plague (old woman who makes Gambit sick), Erg (the man with the eyepatch), Tar Baby (the disgusting goo man), Masque (man in a hood), Tommy (flat multi-colored woman who can turn invisible), Ape (shape-changing man), Scaleface (woman who became a lizard), and Glowworm (worm-like man who shoots energy). Several other Morlocks appear without ever being named or having a comic book equivalent.
  • Wolverine has several pieces of workout equipment in his room.


  • Gambit is shown holding a one of clubs, two one of diamonds, one of hearts, and one of spades. There is no one playing card, just the Ace.
  • When Gambit drops his cards, his eyes become normal.
  • If training is crucial, why isn't Cyclops, the team leader, not in the Danger Room with the others?
Since when can he perform concentrated blasts like that?
  • Gambit is shown firing a continued blast of energy at the closing wall. He does not ever use this power again and isn't one he has in the comics.
  • In Storm's flashback, her younger self has light skin and dark hair, a vast difference from "Deadly Reunions".
  • Storm is lying down between the floor and ceiling with little room for her but in the next shot Jubilee is standing up fine, while being shown in the original Danger Room rather than the closing room Storm was in.
The only time he wears the grey glasses
  • Scott's sunglasses are grey instead of his usual ruby red. It's possible he has special glasses of different colors, as seen in "Till Death Do Us Part, Part One" though that was a special occasion and this is not.
  • Jean's dress changes throughout the episode. Sometimes it is all pink, sometimes she has a white sash, and sometimes she has her midriff exposed.
  • After Scott and Jean leave the theater, the "camera" breaks the 180-degree rule.
  • The composition of the mob chasing Leech changes from shot to shot with people constantly appearing and disappearing.
Sunder becomes see-through
  • When Scott blasts Sunder, the Morlock is not visible through the blast but the wall behind him is. This happens again when Jean blasts the Morlocks.
  • The footage shown by Callisto is reused footage from "Night of the Sentinels, Part One" that would have been impossible for someone with a camera to get.
  • Tar Baby throws goo at Gambit and Wolverine pinning them against the wall but neither X-Men are visibly moved when this happens.
  • When pinned by Tar Baby's goo, Gambit moves his head beneath the goo.
  • Storm blasts the hinges to the door despite the bolt being on their side. Additionally, the bolt is not moved when the door falls.
  • When Wolverine rushes Annalee Jean is looking up at the ceiling.
  • When Wolverine goes to attack the "dead Cyclops" Gambit's eyes are normal.
  • Gambit and Rogue's shadow disappear briefly when she takes him out of the tunnels.
  • While chasing Callisto, Wolverine appears briefly in front of a wall he then disappears behind.
A little out of proportion
  • Wolverine appears too large when walking outside Scott's cell.
  • Wolverine cuts through only one side of the door while chasing Callisto yet the entire things comes off.
  • Storm knows Callisto's name despite no one saying it when the X-Men arrive.
  • While Storm and Callisto fight, Callisto's staff occasionally stops glowing.


Finally getting something to do
  • First time Jean does any fighting.
  • First time Jean uses telekinesis.
  • Morph's death in "Night of the Sentinels, Part Two" is mentioned.
  • Storm's second bout of claustrophobia after "Deadly Reunions".
  • Wolverine is still recovering, or at least supposed to be, from "Deadly Reunions" with Jean mentioning the fight.
  • First time Wolverine openly expresses affection for Jean.
  • First kiss between Scott and Jean.
First of a few appearances


Main Actor Role(s)
Cedric Smith Charles Xavier/Professor X
Cal Dodd Logan/Wolverine
Norm Spencer Scott Summers/Cyclops
Iona Morris Ororo Munroe/Storm
Chris Potter Remy LeBeau/Gambit
Catherine Disher Jean Grey
Lenore Zann Rogue
Alyson Court Jubilation Lee/Jubilee
Susan Roman Callisto
John Stocker Leech
Dan Hennessey Sunder
David Corban Tar Baby
Judy Marshak Plague
Kay Tremblay Annalee
Ross Petty Ape


Scott taking Warren's place

The episode is based on Uncanny X-Men #169 and #170. The issues follow the events of The Dark Phoenix Saga when Scott has left the team following Jean's death making Storm leader. Both Cyclops and Wolverine had left the team in the previous issue. In the earlier issue, it is Angel not Scott who is kidnapped by the Morlocks in their first appearance. Callisto wanted to marry the most handsome man in the world. It is also Kitty Pryde that becomes sick, not Gambit, after she phased through Plague and when she became solid again she got sick, and it was Caliban who healed her hoping she would fall in love with him to be happy forever. In the following issue, Nightcrawler nearly defeats Callisto until Plague threatens to kill Storm. Storm and Callisto duel with knives and Storm stabs Callisto through the heart. Luckily one of the Morlocks is able to heal her. This is also the issue where Rogue leaves the Brotherhood of Mutants as seen in the flashbacks of "A Rogue's Tale".


A good fake out in an otherwise forgettable episode

"Stu" of Marvel Animation Age felt this was one of the worst episodes of the series calling it really dull. He claimed there were glimpses of entertainment lost in mediocrity. While not much of a Storm fan, he did feel she was better in a supporting role as her lead episodes were generally inferior. He called the Morlocks the most tedious characters ever, particularly pointing to Callisto and her desire to make Cyclops her king. He enjoyed that they were rarely on the series. He did find Wolverine's fear of scorpions to be one of the more interesting ideas. He did enjoy the Cyclops death fake out, Wolverine attacking him, and Gambit being affected by Plague. He also lamented the "lightsaber" fight as lame noting that the original comic story used knives and Storm had to stab Callisto. "Overall, this episode goes down as one of the X-Men’s worst."

The episode has a 8.7 on TV.com and 7.5 on the Internet Movie Database.


In 2011, a shot from the episode became a popular meme across the Internet. The first shot is of Wolverine on his bed looking at a picture with a second showing a reverse of the picture. Users began reediting the second image to make it seem Wolverine was longing for whatever was inserted in such as people, places, or items. The meme became known as "Wolverine Crush".[1]


  1. Wolverine Crush at Know your Meme

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