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Hindsight, Part Three WXM.jpg
Series Wolverine and the X-Men
Release Date September 20, 2008 (Canadian)
January 30, 2009 (US)
Episode Number 3 of 26
Story Arc Hindsight
Story Arc Number 3 of 3
Writer Greg Johnson
Craig Kyle
Director Nick Filippi
24 images

Wolverine and the X-Men struggle to rebuild the Mansion and the team when Emma Frost appears with an offer to help that Wolverine doesn't trust. They find the missing Charles Xavier in the nation of Genosha, and must battle the master of magnetism to get him back. Meanwhile, Xavier himself has a far more pressing issue that threatens all mutants.


Following the previous episode

Rebuilding the home

Construction workers, under the direction of Worthington Industries, are rebuilding the Xavier Mansion. Warren Worthington III is showing around Logan, after using his father's money to do the rebuilding. Though Warren II thinks the mansion is for a regular prep school.

The two discuss Rogue and her betrayal of the X-Men when Emma Frost appears at the door. Emma wants to join the X-Men but Logan refuses, as he already knows of her. She then promises to find Charles Xavier for them.

Questing her motives

As Warren III leaves he tells Logan that he believes Emma. But Logan thinks she is working some angle. Meanwhile Emma watches them out a nearby window. Beast, Bobby, and Kitty find Emma and Logan enters introducing her.

Emma used to run the Massachusetts Academy, which was very similar to the Xavier Institute for Gifted Youngsters, until it was shut down. She says it was because the students were constant targets of anti-mutant groups and constantly being taken away. She now misses being part of a team and came to them.

Emma then offers to run Cerebro, which they cannot do without a telepath. Logan says it was destroyed but Emma can read minds and knows its repairs are nearly finished. She turns to leave with Bobby opening the door for her. Kitty gives him a nasty look, punches him, and leaves.

Logan thinks she is after something, but Beast reasons that she can help them. Logan agrees and leaves to put a "certain young genius back on Cerebro duty." Logan heads into the Danger Room looking for Forge only to be attacked by new training defenses. Small flying robots shock him into a wall but he gets up and slashes them all to bits. A turret rises from the ground and shoots him into the another wall.

Forge surprised once again

Logan climbs up to the control room and finds Forge hard at work. Logan tells him that he wants Forge to work on Cerebro again, after having him work on the Blackbird and War Room too. Forge agrees to since it will help find Charles.

Xavier is found at last

After completing the repairs Logan takes Emma to Cerebro. She sits down but Logan warns her not to make him regret this. Forge tries to explain but Emma already read his mind and knows what to do. She activates Cerebro and sees an island with a palace on it. Inside she sees Xavier laying down. She turns it off and tells them Xavier is in Genosha with Magneto.

Beast and Logan leave Cerebro. Beast proposes to contact Magneto and discuss things, but Logan blames Magneto for the explosion. Beast knows there's no evidence whatsoever to support the idea that Magneto caused the explosion. All Logan knows is that he has the professor, and that's all that matters.

Logan is successful this time

Logan returns to the rundown hotel where Scott Summers is staying, the television set still embedded in the wall. Scott hears a door open and as soon as he can get up Logan sticks his claws in Scott's face. Scott still refuses to listen to Logan until Logan says he knows where Xavier is. Scott asks if Magneto has Jean Grey but Logan still doesn't know. Scott agrees to join anyways.

The team is gathered at last

Back at the Mansion the X-Men, now suited up, go in the hanger heading towards the Blackbird. Forge is still working on it, so Wolverine brings him alone to make sure the Blackbird doesn't fall out of the sky. Emma, also in her superheroine costume, joins them taking notice of Cyclops. The team gets in and the Blackbird rises through the Tennis Court in the back.

Scott meeting the team's new psychic

Together Beast and Forge are trying to work on the Blackbird while Wolverine tries to fly it. The two are trying to get the stealth generator back online or else Genosha will notice them a mile away.

Trying to keep the plane together

Iceman falls asleep creating frost all around him. Shadowcat wakes him up wondering how he can sleep between the jet falling apart and the upcoming battle with Magneto. Iceman feels calm thinking that Wolverine can take care of Magneto.

Emma looks back to the seat behind her and sees Cyclops looking forward. She knows he wants to ask her about Jean so she talks him into it. She knows Jean isn't on Genosha but could find her with time. But she states that Logan wants to get rid of Emma quickly and turns around. Cyclops turns and looks down at the ground.

The Blackbird goes in low just over the water. They enter a fog bank that surrounds the island but doesn't cover it. Beast pulls up a Satellite Image to help navigate. The jet is concealed from radar but is visually spottable. Forge completes repairs on the stealth generator and the Blackbird becomes invisible as it makes its approach towards Genosha. The Blackbird flies up to Magneto's Palace and lands on a balcony.

Arriving in the lion's den

Shadowcat phases through the Blackbird and checks the surrounding area. When it's clear the rest of the X-Men come out. With Iceman making a slide Shadowcat phases the team to the level below. She then notes how the whole area is covered in iron, most certainly to Magneto's benefit. The team turns their comlinks on and splits up.

Most of the X-Men, such as Shadowcat and Beast, use stealth, while Cyclops simply blasts his way through. Emma tries her telepathy but cannot find Magneto or Xavier.

Enter the Master of Magnetism

Wolverine tries several doors when one seems to melt away and he's pulled in and into the wall on the other side. He's then pulled right through the wall and slammed on the ground where he goes through that too. One wall becomes covered in spikes and he is thrown towards it but stops at the last second. He is now in the presence of the master of magnetism.

Showing why he is so infamous

Wolverine accuses Magneto of blowing up the mansion but Magneto simply balks at the accusation. Just then Iceman freezes a wall from the other side and Cyclops blasts his way in. He then fires several times at Magneto without success, as the villain simply stops it by lifting up pieces of the floor to block the beams. Magneto sends the floor piece towards him but Cyclops dodges it, only to be struck by another piece and tied to the wall.

Iceman hits Magneto from behind and throws some ice spears at him, but again he just blocks them with some metal. Iceman distracts him with some more spears while he makes a ice boomerang that hits his helmet from behind and splits it in two. Angry, Magneto breaks Iceman's ice slide and ties him to the wall alongside Cyclops.

Turning the tables

Beast, Shadowcat, and Emma land to attack. With his helmet off Emma attacks Magneto's mind. Magneto uses Wolverine to knock Beast and Emma into a wall and ties them up. He then reassembles his helmet. Shadowcat knows that Magneto can't tie her up, but so does he. He gives her a piece of metal to grab onto while he drops the floor out from underneath her feet.

Wolverine tells Magneto that they just want Xavier, not trouble. Magneto says he did come looking for trouble and points Wolverine's claws under the chins of Beast and Emma. Wolverine just wants to see Xavier so Magneto lets them all goes. He walks away and the X-Men follow him to Xavier.

Reunited with the professor

Magneto melts away a wall to reveal Charles, in his bed in a coma. He just appeared on the Genoshan coastline sprawled on a rock a week before. Emma tells the others that Xavier has no brain activity. Magneto has been helping him, but Wolverine believes he was just keeping an eye on him thinking Magneto is afraid of his old friend.

Beast asks if they can take Xavier home with them and Magneto agrees, and Xavier's place is with "his children." Magneto then offers to let the X-Men stay in Genosha but Wolverine refuses. The X-Men put Xavier in the Blackbird and take off.

Bringing Xavier home

Back at the mansion the X-Men put Xavier in a special dome to help his condition. Wolverine promises to bring back Xavier no matter what, when strange sounds are heard, which sounds like whispering. Beast and Wolverine recognize it as Xavier.

Suddenly a flash brings a vision of Xavier. Xavier does not remember who did this to him. Xavier then states that he is speaking from the future, where his coma lasted twenty years.

Shown the path they are on

Xavier then shows them the nightmarish future that he awoke to. Cities lie in ruin. Helicopters crash. Fires rage out of control. And large humanoid robots fly and walk around searching for mutants. When asksed how Xavier tells them that it was because the X-Men broke up, and that by staying together they can prevent the nightmare.

The team must stay together

Xavier then charges Wolverine with leading the team. Upon hearing this Cyclops gets angry and moves to leave. Xavier begs him to stay as they cannot win without him. Cyclops does so as Xavier's vision disappears. Logan then looks down at the present Xavier.

What Xavier must deal with

In the future, Charles Xavier sits in the middle of a crumbling Cerebro. Suddenly he stands up, thanks to some kind of braces on his legs. He runs out of Cerebro and out of the ruins of the mansion. He spots several of the humanoid robots heading towards him. He runs through a graveyard past tombstones that say "Shadowcat," "Beast," "Iceman," "Cyclops," "Wolverine," "Rogue," "Forge," and "Colossus."

Staying together for a better tomorrow

Back in the present the X-Men watch over the comatose Xavier. Wolverine walks up and tells them that they need to get past their differences, because the world needs the X-Men.


"And the finish work should be done by morning. By the afternoon you'll have your furniture."

-Warren Worthington III

"Which brings up a question, Rogue. You plan on trying to get her back."
"Nope. Not after she hung us out to dry. Next move is hers."

-Warren Worthington III and Logan

"Yeah, I know who you are. Question is: why are you here?"
"Right to the point. I like that. I've decided to join the X-Men."
"You decided. Hm. Well, here's my decision: No!"
"If you know who I am you know I never come empty handed."
"What could you possibly offer the X-Men besides trouble?"
"I can find Professor Xavier for you."

-Logan and Emma Frost

"This is Emma Frost. Former headmistress of the Massachusetts Academy."
"Hm. Never heard of it."
"It's a secret little school that tried to imitate the Xavier Institute."
"I never realized Charles Xavier held a monopoly on helping young students."
"Yeah, but you didn't help them. You taught them how to bully people."
"Regardless of how some of my students chose to behave I built my school for all the right reasons."

-Logan, Kitty Pryde, and Emma Frost

"Forge, this is me not laughing."

-Logan after being attacked by mansion defenses

"Logan? Where did you come from? Oh man. My Danger Room. How could you? I wasn't even finished and now I'll…ugh…start completely over."
"Forget the Danger Room. I need you back on Cerebro."
"You pull me off Cerebro, you put me on the Blackbird. You pull me off that and put me in the War Room. Now I'm on the Danger Room and you want me back on Cerebro?"

-Forge and Logan

"You're on hallowed ground here, lady. Don't make me regret this."

-Logan to Emma in Cerebro

"Where is he?"

-Logan and Emma Frost

"It's a volatile situation, Logan. I think it's best if we contacted Magneto first."
"Believe me, I intend to make contact with him. And it's long overdue."

-Beast and Logan

"Hold those eye beams, frat boy."
"There's nothing else you can say, Logan. I'm not coming back."
"Magneto's got the professor."
"And Jean?"
"No. Just Charles. Now, are you in?"

-Logan and Scott Summers

"Hm. Wolverine's more desperate than I thought."

-Emma about Cyclops

"And she is…?"

-Cyclops and Wolverine about Emma

"Please tell me you got the auto-pilot working so I can get outta this chair!?"


"What? Are we there?"
"No. But you're freezing in your sleep again."

-Shadowcat and Iceman

"And how can you nap at a time like this? The jet's falling apart, we're going up against Magneto, and did I mention the jet's falling apart!?"
"The jet'll be fine. And who cares about Magneto. Wolverine's got his number."
"Maybe, but what about an entire island of his mutant followers?"
"Oh yeah."

-Shadowcat and Iceman

"You'd like to ask me about Jean. Do it."
"Would you have detected her if she was in Genosha?"
"Yes. And given time I could locate her wherever she is. Assuming I'm around."
"What's that supposed to mean?"
"Logan. If he has his way I'll be gone before tomorrow."

-Emma Frost and Cyclops

"Then what's our stealth status?"
"We're concealed from their radar. But visually we stick out like a…black jet in a bright sky."

-Wolverine and Beast

"It's like an iron maze down here. We're definitely on his turf."


"Hello, Wolverine."

-Magneto's first line

"A man with metal bones should have more sense than to break into my house."
"What about my house? You blew it up!"
"I'm offended by your accusations."

-Magneto and Wolverine

"Ah, that's the sound of your calvary."
"You're done Magneto!"

-Magneto and Cyclops

"We're not looking for trouble. We just came for Charles."
"Ah, but you did come looking for trouble, and you found it."
"Wait! Don't do this! It's my fault!"
"It is, isn't it. And what would Charles think of his little commander's raid? I dare say he wouldn't approve."
"I know he's here. Just take us to him."
"All you had to do was ask."

-Wolverine and Magneto

"He appeared on my island one week ago. We found him like this on our coastline, sprawled on a rock."


"Charles is a dear friend. All I've been doing is caring for him."
"More like keeping an eye on him. We both know you're afraid of Charles."

-Magneto and Logan

"The question is, will you let us take him home?"
"Of course. You are his children. His place is with you. However, I wish you would consider making Genosha your home. No more violence. No more…"
"Yeah, We've seen the billboards. Thanks but no thanks."
"The offer stands. Only next time you decide to drop in, Wolverine, use the front door."

-Beast, Magneto, and Wolverine

"We'll find a way to bring you back, Charles. No matter what it takes, or how long."



-Future Charles Xavier

"Charles, is that really you?"
"Yes, Logan."
"What's happening? Who did this to you?"
"I wish I knew. I remember nothing."

-Wolverine and Future Charles Xavier

"My X-Men. Time is limited. I come to you with an urgent message."
"Come to us? From where?"
"The future. The coma you see me in right now, it will last for twenty years. I've just awoken from it. The world I found is a nightmare."

-Future CharlesXavier and Wolverine

"Mutant apprehension in progress."

-Future Sentinel

"Charles, how does it come to this?"
"Because of the X-Men."
"What are you saying?"
"Each of you lived in defeat and walked away. Only as a team do you stand a chance. Only together can you change the course of the future. You Logan, you must lead them."
"I don't know, Charles. This hasn't been a good fit."
"Make it fit, Logan. Otherwise, all is lost."

-Beast, Future Charles Xavier, and Wolverine

"Scott, do not abandon the team. We cannot win this one without you, son. [pause] I must go. But I will try to make contact again."

-Future Charles Xavier

"Whatever's eatin' away at us, we get past it. We rise to the occasion because we're a team. And we gotta job to do. The world needs the X-Men."

-Wolverine, last line of the episode


  • Emma Frost is said to be Headmistress of the Massachusetts Academy. In the Generation X comic books, Emma Frost became the headmistress who helped oversee the younger mutants, along with Banshee. This occurred after the Phalanx Covenant storyline in the early 1990's.
  • Shadowcat says she has never heard of the Massachusetts Academy. In the original comics, when Kitty first manifested her powers, both Xavier and Emma tried to recruit her. Emma was the first to her house, with an invitation to the Academy.
  • This is the first time that Cyclops has used his fully domed head uniform since his version in "Pryde of the X-Men".
  • Iceman is seen being able to unfreeze his ice.
  • Alluded to though not specifically stated, Magneto's helmet blocks psychic attacks.
  • The episode has future Xavier walk past the tombstones of the X-Men. In the X-Men episode "Days of Future Past, Part One", Professor X sees a vision of the X-Men's tombstones.
  • "Hindsight, Part One" also ended with the line "The world needs the X-Men."


  • In the last episode, Wolverine assumed that the Brotherhood had set up Rogue. He must have found something out in between episodes and realized she'd done it willingly.
  • First appearance of Forge, Emma Frost, Magneto, and Genosha. Though the latter two have been seen in ads and mentioned.
  • First time Cyclops is seen in uniform.
  • Cyclops and Emma meet for the first time. They would become more involved later in the series.
  • First time Xavier gets to speak. In "Hindsight, Part One" he just makes painful noises.
  • First appearance of the humanoid Sentinels. Though Sentinel Prowlers appeared in the previous episode, and the humanoids appeared in the opening.
  • This episode is the first to show Charles in the future, where he would have his own adventures throughout the season.
  • When Charles Xavier is running out of the destroyed Mansion he passes gravestones with the names of the X-Men, including one for Wolverine. However, in later episodes Wolverine turns out to be alive. Either Wolverine faked his death, or whoever put up the gravestones thought he had also died.


The opening shot with all the construction workers looking into the camera smiling is supposed to be Emma's approach to the mansion. The image itself was quite difficult to do in animation.

Racking focus, where one layer of the image becomes blurry and another becomes clear, is only possibly with computer generated imagery and was not possible with previous animation techniques. This is just one of the techniques to make the series appear more real.

Among the numerous use of the film series' alterations in the series, Cerebro is now a big round room. Cerebro also had the film's look in X-Men: Evolution.

Emma's alluded to backstory was to say that the X-Men are not the only team who have suffered.

Cyclops' redesigned costume was to symbolize his added emotional baggage.

The Blackbird's shimmering effect is to let the audience know where the ship is. A common problem when dealing with invisible objects is letting the audience know where the thing is.

Tom Kane, who plays Magneto, previously voiced the Professor in Hulk vs Wolverine, Doctor Doom in his appearance on Spider-Man, H.O.M.E.R., Century, and Ghost. He also voiced Xavier in the video game Marvel: Ultimate Alliance.

Magneto was initially going to be more active in the battle, but the producers pulled him back to make him seem smarter and more calculated.

The dystopian future is the Days of Future Past storyline from the comics. This is the second adaptation of the storyline, X-Men also adapted it.


"Arsenal" of Marvel Animation Age felt Wolverine leading the team in the previous episodes had a simple reason, but in this episode having Xavier foresee Wolverine's leadership was contrived. "Now, it's 'Wolverine must do it because floating future head said so'." But he also felt that the creators earned some good faith. He liked that Magneto sounded like Ian McKellen and Xavier sounded like Patrick Stewart, both played the characters in the films. Setting up Magneto as ruler of Genosha was a good way to introduce the character without making it feel like the X-Men or X-Men: Evolution version. Emma was a nice addition as resident psychic rather than "the blander" Jean Grey, while also alluding her darker past. Forge is a bit one-note, more like a Reed Richards rip-off, but not so forced as in X-Men: Evolution. What characterizations he does have is good for the bit part. He doesn't like the time travel idea as it could easily turn into Charlie's Angels with Charles as Charlie. "But, once again, these are things that could become a problem, as could the lack of honest-to-goodness villains. But nothing is a problem. Right now, this show is three-for-three."

The episode has a rating of 8.2 on the Internet Movie Database and 8.6 on TV.com.

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