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Hindsight, Part Two
Series Wolverine and the X-Men
Release Date September 13, 2008 (Canada)
January 23, 2009 (US)
Episode Number 2 of 26
Story Arc Hindsight
Story Arc Number 2 of 3
Writer Greg Johnson
Craig Kyle
Director Steven E. Gordon
18 images

Wolverine and Beast struggle to reform the X-Men. Meanwhile, the Brotherhood of Mutants decides to threaten Senator Kelly who proposes a Mutant Registration Act. But where will Rogue go when both Wolverine, who broke her heart, and the Brotherhood, who act without regard towards humans, ask her to join?


Following the previous episode...

Blob Attacks Police WXM

Police officers are transporting Toad to the Mutant Response Division. Suddenly the group of cop cars stop and the officers transporting Toad see one car fly into the air. They are confronted by a large fat man, the Blob, who shakes the ground when he walks. He sits on the cop car then rips off the door releasing Toad.

Three more mutants appear, Avalanche, Domino, and Quicksilver. Avalanche lifts his uses his powers to create a rift in the street sinking the cop car below the surface. Quicksilver runs up and tells the police to give Senator Robert Kelly a message: that they, the Brotherhood of Mutants, won't be stopped and that they are coming for him next.

Kelly Registration Speech WXM

Later Kelly makes a speech in a park while holding up the newspaper article talking about the Brotherhood's threat on his life. Nearby Warren Worthington II is trying to get his son to join in. Warren III feels that it is bad enough that they give Kelly money and does not want to hear him speak.

Kelly then talks about Mutant Registration being only one line of defense. He then unveils the Sentinel Prowler, a large robot designed for hunting mutants. He activates it scaring the crowd. He tells them it is perfectly safe until it spots Rogue in the crowd.

Rogue notices and leaves and the Prowler moves to follow. Kelly asks for the Prowler to be shut down but the MRD guard cannot seem to do it. Kelly looks on in horror as it apparently attacks the crowd. The Prowler crushes several cars and walks right by Warren III and his father. Warren II is too startled to move so Warren III sneaks away unnoticed.

Prowler Rogue Trapped WXM

Rogue runs into a nearby alley with the Prowler in hot pursuit now shooting laser beams at it. Try as she might she can do nothing to get away from the Prowler and becomes trapped in a dead end.

Angel Intro WXM

Just then she looks up to see Angel. He throws a rock at the Prowler, quickly picks up Rogue, and flies up again. However, the Prowler shoots his wings and he begins to fall. Before he lands Beast jumps up and grabs both Angel and Rogue. The Prowler closes in on the three mutants until Wolverine jumps on its back and begins slashing away at it.

Prowler Destroyed WXM

Angel is glad to see the X-Men back together but Rogue is quick to point out that they're not. Logan then uses the Prowler's own laser to destroy itself. With the danger passed, Rogue leaves and Logan follows.

Beast asks if Angel would like to come back. Warren II found out his son was a mutant but that doesn't mean he likes mutants all of a sudden. Angel is the "family's dark little secret" and if word got out that Warren III joined the X-Men, or any mutant group, Warren II would cut him off. Right now Warren III helps out through his money. Beast accepts and lets him be. When the MRD shows up Angel leaves.

Logan follows Rogue trying to convince her to return, but she refuses. She doesn't want Logan to abandon her again, so she won't follow a leader who's never there. With that she walks away leaving Wolverine and Beast alone again.

Back at the park Kelly is talking to Warren II. Kelly worries that he will lose support for the Mutant Registration Act. Warren convinces him to announce that the Prowler program will shut down permanently, so Kelly can focus on the Brotherhood. His plan is to trick the Brotherhood into reminding people why registration is a good idea.

Brotherhood Trap Rogue WXM

That night Rogue is wandering the streets when Toad walks up behind her. Toad tries to mug her and slips off her glove. So she grabs his tongue and knocks him out, giving herself a long tongue in the process. Avalanche and Blob walk up behind her and Quicksilver and Domino come up from the other side, trapping her.

Rogue prepares to fight but Domino instead sends the men away so the ladies can talk. Rogue doesn't want to be associated with the criminals but Domino reasons that they're fighting for those who can't fight for themselves. Domino wants Rogue to join, since the Brotherhood don't abandon their own like the X-Men. She then asks Rogue to just hang with them that night to see what it is like to get results.

Logan Recruits Scott Failure WXM

In a rundown hotel Scott Summers, who has obviously not kept himself up recently, watches a news report about Kelly making a press conference from an undisclosed location. When his remote stops working he simply blasts the television set. Logan busts in and berates Scott for letting himself go just because Jean Grey disappeared. After a brief argument Scott blasts him out of the room and across the street.

Rogue Avalanche Argue WXM

Quicksilver runs into Kelly's Mansion and finds nobody. Quicksilver then tells Avalanche to destroy the house. Rogue protests but the Brotherhood destroy it anyways because "if the Registration Act passes it'll be our homes that get taken away." Toad then finds Kelly's Car and decides to steal it.

At a red light Quicksilver decides to let Rogue drive. Just then a MRD truck pulls up next to them. Rogue warns them not to do anything stupid, but Toad spits on them anyways. Rogue then speeds away and the MRD truck follows. After some high speed chasing more trucks start to follow. Rogue drives into an alley and Avalanche collapses the surrounding buildings so the trucks can't follow.

Domino Forces Rogue WXM

Warren II watches a news report on the Brotherhood escaping after destroying an entire neighborhood when the mutant team crashes through his wall. The Brotherhood wants to know where Kelly is but Warren II refuses to tell them. Rogue takes off her glove but is surprised to find Warren III there, who recognizes her. Blob knocks Warren III out and Avalanche forces Warren II down. Rogue begins to have doubts about what she is doing and hesitates to absorb Warren II's memories but Domino forces her to. After Warren II passes out Rogue states she knows where Kelly is going to be.

In Beast's Lab Logan tells Beast that he recruited neither Rogue nor Scott. Beast found several of the X-Men. Kitty Pryde moved in with her parents but when they started to get harassed she just disappeared. Peter Rasputin refuses to leave his family again. And Bobby Drake's parents refuse to let Beast talk to him.

So the X-Men currently consists of Beast, Wolverine, and a stolen MRD helicopter. Warren III enters and informs them that Rogue joined the Brotherhood and that they plan to take down Senator Kelly. Logan proposes to stop them, after talking to Bobby's parents.

The Brotherhood stand outside a Manufacturing Plant owned by Worthington Industries. Apparently this is where Kelly is to have his press conference.

Bobbys Stubborn Parents WXM
Outside Bobby Drake's House Beast is trying to convince them to let him talk to Bobby, since he is eighteen years old. They refuse since they believe the X-Men nearly got him killed in the explosion. Bobby comes downstairs wanting to leave with Beast and Logan. Bobby's Mother already called the police and slams the door in Beast's face. Logan then kicks down the door and lets Bobby leave. He tells the parents to deal with their son being a mutant. They get in the MRD helicopter and fly off. As they do Logan informs Bobby and they three are the X-Men. Bobby then tells them that Kitty is heading towards Genosha on a ship that left that morning.
Three X-Men WXM

On the bow of a large ship Kitty stands there looking at an ad of Magneto and Genosha. Suddenly the ad blows away and she sees the helicopter with the X-Men. She jumps and phases aboard.

The helicopter returns to the ruins of the Xavier Mansion and enters the hanger underneath the basketball court.

They enter Beast's lab to find Rogue sitting there. Bobby and Kitty are happy to see her but Logan hesitates. Beast takes the two younger X-Men to find new uniforms and lets Logan and Rogue talk. Rogue wants to returns to the X-Men. She thought she was like the Brotherhood but she is not an assassin. She tells him about the Brotherhood's plan to kill Kelly.

Kelly Targeted WXM

Outside the manufacturing plant the MRD are setting up guards everywhere. Warren III wonders why Kelly is still going through with the press conference. Warren II only says that it is vital, that if Kelly is attacked on live television then the Registration Act is guaranteed. Warren III is horrified of the thought of using Kelly as bait.

Outside, the Brotherhood are setting up and Domino has a sniper rifle. Toad sees the X-Men's MRD helicopter and warns the others. Domino drops down and fires small pellets into the conference room which begins destroying the room.

Helicopter Phase WXM

Rogue knows that things are already starting so Wolverine has Shadowcat phase the helicopter into the conference room. The X-Men, except for Beast who is still flying, drop down to protect Kelly while the MRD start shooting at them. Iceman starts off with freezing the MRD's guns.

Domino shoots again and hits the helicopter causing it to go down. Unable to control it Beast jumps down and tackles some bystanders so when the helicopter crashes it does not hurt them. Rogue turns to run only to find a gun in her face. Warren III sneaks up behind the MRD guard and knocks him out. Warren III doesn't look too happy so Rogue goes the other direction.

Iceman covers the helicopter with ice putting out the flames. Logan notices that none of the Brotherhood are there. A Television Camera catches the X-Men fighting the MRD guards. When one guard tries to shoot Wolverine, Shadowcat phases through him, grabs his weapon, and knocks him out with it. Beast proceeds to jump on guards knocking them out. Wolverine slices a hole in the wall and gets them all out. Iceman seals the hole so that the MRD cannot follow.

Kelly Act Passed WXM

Wolverine figures out that the Brotherhood set up the X-Men to look like the attackers. They go back for Rogue but Warren III pulls up in his limo telling them to get in. Wolverine refuses wanting to find Rogue, believing she is still in there, but Warren III tells them he saw her get out. They all get in the vehicle and drive off.

Warren Wolverine WXM

In Beast's lab the X-Men watch a broadcast of Kelly who says that the President told him that the Mutant Registration Act will be signed tomorrow. Wolverine walks outside to find Warren III on the phone. He informs Wolverine that the MRD does not have Rogue and that she probably just ran off blaming herself. He then states that Wolverine's actions are exactly as what Charles Xavier would have done.

Evil Rogue WXM

That night Avalanche over looks the city outside the Brotherhood's hideout. Domino plays pool and knocks all the balls into the pockets at once. Rogue enters the others congratulate her. She set up the X-Men and proved her loyalty to the Brotherhood. She finally walks in looking quite happy.



"I tried to tell 'em, Blob, I did. Ha ha. They found out who we are, huh?"
"This is gettin' real old, Toad."

-Toad and Blob

"Give Senator Kelly a message from the Brotherhood. There's no stopping the mutants. And we're coming for him next."


"So, the Brotherhood is threatening me. Am I scared? Yes. As you should be. Because mutants are a danger to us all."


"Requiring mutants to register their abilities is just our first line of defense. They're waging war on us people. It's time we fight back."


"Are you alright?"
"Great. Now that I see the X-Men are back together."
"We're not."
"Still, kinda, sorting that out."

-Beast, Angel, and Rogue

"Hey Hank. Good luck. The world really needs the X-Men."


"Just come back to the X-Men."
"Forget it."
"The reason you don't know is exactly why."

-Wolverine and Rogue

"She's right, Hank. No one's coming back if I'm in charge."


"After all, we are both mutants."
"Don't compare yourself to me. You're a criminal. You're making it hard for all of us."
"It was hard long before we got involved. We're not the ones who picked this fight, Rogue. We're just the ones standing up for ourselves, and those who can't fight back."

-Domino and Rogue

"With the Mutant Registration Act hanging in the balance the Senator has promised a press conference some time tomorrow from an undisclosed location."


"Nice digs. Done feeling sorry for yourself?"
"Don't go there, Logan!"
"Look at you. You're no good to anybody, are you?"
"Get outta here!"
"So without Jean there's no one worth fighting for? So much for the big hero. When the going gets tough, the tough pack it in. Is that it, huh?"

-Logan and Scott

"What are you doing!?"
"Get your hands off me X-Man!"

-Rogue and Avalanche

"What do you want with me?"
"You got Kelly's ear. We want the rest of him."

-Warren II and Quicksilver

"So right now the X-Men consists of you, me, and a stolen MRD helicopter."
"Well, considering the Brotherhood has Blob and Toad, I'd say the odds are still in our favor."

-Beast and Logan

"Bobby is eighteen after all. Legally he can decide for himself."
"You are not getting our son back. We will not let him leave this house."
"You guys nearly got him killed last year."

-Beast, Bobby's Mother, and Bobby's Father

"You comin' or what?"
[Bobby runs outside]
"Your son's a mutant. Deal with it."


"Alright. Yeah. The X-Men are back."
"Uh, kind of. It's just us."

-Bobby and Logan

"It's about time."


"Let's see if we can't find some uniforms that aren't scorched or laser burned."


"How's your trigger finger?"

-Quicksilver and Domino

"X-Men! Let's go!"


"We were set up. The Brotherhood used Rogue."


"I've been assured by the President that the Mutant Registration Act will be signed tomorrow. Brotherhood. X-Men. Your days are numbered."


"Logan, what happened today. You tried to save a man who hates you. That is exactly what Charles Xavier would have done."

-Warren III

"Nice job."
"Yeah. In one fell swoop you set up the X-Men and proved your loyalty to the Brotherhood. Welcome aboard."

-Domino and Quicksilver


  • Blob only has one line in the episode, the least of the Brotherhood.
  • The Sentinel Prowlers looks very similar to the Spider-Slayers of Spider-Man.
  • Colossus' real name is spelled Peter in the X-Men databanks, not Russian version Piotr like the comics.


  • First appearance of Toad, Blob, Avalanche, Quicksilver, Domino, Senator Kelly, Warren Worthington II, Sentinel Prowlers, Angel, and Iceman.
  • First time Shadowcat's and Colossus's code names are used, though they both appeared in the previous episode.
  • In the episode "Battle Lines", it is revealed Rogue joined the Brotherhood as a double agent to find out about them before returning to the X-Men.
  • "Battle Lines" also reveals that the Brotherhood are secretly working for Magneto to help instigate a war between humans and mutants.


The idea of constantly seeing the Genosha with Magneto ads was to make the mutant supervillain a presence before he was officially introduced.

The writers chose to add Domino to the Brotherhood to add a woman to the team. Typically Mystique leads the Brotherhood and provides the female presence, but she would be used later in the series.

The Sentinel Prowlers were created to show an evolution of the robots so that it would eventually get to the humanoid versions of the comics. They also felt that, realistically, the public would not embrace the large humanoid robots early on.

The designers knew that the audience could not see Rogue's eyes through her hair and purposely made the white hairs see-through.

Liam O'Brien, who voices Angel, also voices Nightcrawler and Nitro.

Much to the derision of fans, the producers switched the typical portrayals of Logan and Scott, so that Scott is the loner and Logan is the noble leader, to actually emphasize their normal roles.

Iceman is influenced by the X-Men film series as he is just a boy living with his parents. Though in the films his parents do not know he is a mutant and when they find out they sever contact with him rather than protect him. Also, the hanger door location at the mansion is the same as the movies.

Rogue's loyalties in this episode is switched from the comics and previous incarnations. Usually she is part of the Brotherhood because she has no where else to go, then she joins the X-Men.


"Arsenal" of Marvel Animation Age was impressed by Part One's respect for the source material, movies, and even previous cartoons. But he also liked how this episode deviated. Particularly that Rogue previously only joined the Brotherhood before the X-Men as she had no where else to go while here she "punks the X-Men." It does a great job of introducing a large number of characters while most of them make an impression. He called the scene with Scott brilliant, one that reinforces the premise of the series. "Another solid episode with an interesting twist. I look forward to next week."

On the episode has a rating of 8.5 Great and a 7.8 on the Internet Movie Database.

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