- Forge: The leader of the group. Can design and build just about any technological device. Has a mechanical leg.
- Havok: Can shoot beams of energy. Possibly related to Cyclops.
- Lorna Dane: Former member of the X-Men. Joined the team after breaking up with Iceman.
- Multiple Man: Can create copies of himself.
- Quicksilver: Can move incredibly fast. Is son of Magneto and brother to Avengers member Scarlet Witch.
- Strong Guy: Super strong.
- Wolfsbane: Can transform into a wolf-like creature.
The team was started by the US government, probably to help improve relations with mutants.
Forge was chosen as leader and was joined by Havok, Lorna Dane, Multiple Man, Quicksilver, Strong Guy, and Wolfsbane. Lorna began dating Havok.
However, they were soon attacked by Lorna's former boyfriend Iceman along with Jubilee. The X-Men appeared so Forge decided to test out his new team. He had his men attack the X-Men in a training exercise. He eventually stopped the attack when it seemed that neither side would win. He explained his reasons and the X-Men left. Iceman reluctantly left after Lorna broke up with him.
Later, Quicksilver was talking with his Avenger sister when he was informed that his real mother was found. Quicksilver and Scarlet Witch went to see her grave and found that their father was Magneto.
Based off the second version of the team, who had their own series at the time of production.
So far, is the only adapted version of any version of the team.
In the Comics
The original X-Factor was started by the original members of the X-Men (Cyclops, Angel, Jean Grey, Beast, and Iceman) who left the team when so many other people had joined. X-Factor was the reason that Jean Grey was resurrected after dying as the Phoenix with the explanation that she never really was the Phoenix.
The team was started when the original X-Factor returned to the X-Men. Charles Xavier and Cyclops went to Genosha to talk to Havok and convinced him and the other members seen here to reform the team.
Valerie Cooper was also a member of the government team.