Cerebro, which had gained sentience and sought to catalog every mutant on Earth by storing them in cryogenic chambers, began to recruit new mutants to form a new team of X-Men for a specific purpose, to find Shadowcat, and to destroy a mutant tracking satellite , disguised as Charles Xavier. The psionic Grey King, the winged Rapture, the elemental Crux, the superstrong Landslide, the metallic Mercury, and the destructive Xaos formed his perfect team. The new "X-Men" attacked the real X-Men, and captured Shadowcat. She was taken to Xavier, who told her he was dying of a computer virus given to him by Bastion. Xavier asked her to reconfigure a computer system to help him. Shadowcat quickly fixed the computer, and Xavier seemed to be "cured", then he ordered his "X-Men" to place her in cryogenic storage, so her DNA would be preserved for future study. He told her that all obsolete mutants must be "stored".
Shadowcat managed to escape, and she was able to find Wolverine, Rogue, Storm, Colossus, Nightcrawler, and Marrow, who had been searching for her. They encountered Xavier and his X-Men, who were going to destroy the government's mutant tracking satellite, regardless of the potential threat to human life once its radioactive core was breached. Wolverine's senses confirmed Shadowcat's suspicions that "Xavier" was an impostor.
If the satellite was launched, then Cerebro wouldn't be able to collect mutants before humans found them. The real X-Men fought and defeated Cerebro's team, and prevented the satellite from exploding. Cerebro escaped, and revealed that his X-Men were nano-tech lifeforms created from power and personality templates stored in Cerebro's own mutant database. Deeming them failures, he absorbed them into his body, becoming a cybernetic monster. But the real Charles Xavier was able to subdue Cerebro, and purge a virus from its systems, destroying the robotic body it had created.
- Cerebro - The X-Men's mutant detecting computer, given physical form when a nano-tech virus corrupted its systems.
- Grey King - Addison Falk, a super-intelligent telepath with the ability to psionically neutralize mutant powers, he also possessed telekinetic abilities to move, lift, and manipulate matter with his thoughts. When he utilized his telekinesis, he was surrounded by a corona of psychic fire in the shape of a bird (like the Phoenix Force). Grey King also wore a Phoenix-like costume and had red hair. Cerebro patterned the Grey King after the mutant power template of Jean Grey and the personality template of Magneto (who had once used the alias of Grey King)[verification needed].
- Rapture - Sister Joy, a blue-skinned nun with large dove-like wings, she could fly and was a skilled sword-fighter. She was in love with Grey King. Rapture had red hair and a skull charm on her costume. She was created from the power template of Archangel, the appearance of Mystique, and the personality of Nightcrawler[verification needed]. .
- Xaos - Dan Dash, an autistic with the power to fire concentric waves of explosive plasma from his glowing red left eye. Xaos was patterned after the powers of both Cyclops and Havok.
- Crux - Cristal Lemieux, a French ice skater with a cocky attitude, and had the ability to fire blasts of flame or ice. When Crux used her powers, the right half of her body turned into fire, the left turned into ice. Crux was patterned after the powers of Sunfire and Iceman, and the personality of Jubilee[verification needed].
- Landslide - Lee Broder, a Southern redneck with ape-like strength and agility. Landslide had a white stripe in his hair. Landslide was patterned after the powers of Beast and Sabretooth, and the personality of Rogue[verification needed].
- Mercury - Not to be confused with Cessily Kincaid of the New X-Men, Mercury was a hitman who could turn his skin into metal and had razor-sharp claws on his fingers. Mercury was patterned after the powers and personality of Colossus and Wolverine[verification needed].
- Cerebro's X-Men were designed by Spanish artist Carlos Pacheco but he officially drew them just once in the cover of Uncanny X-Men #360. The interior art of this issue was done by Chris Bachalo.
- Carlos Pacheco said in the Spanish magazine X-Men that Grey King was designed after Jean Grey and Sebastian Shaw, the Black King. His name is a pun between Jean's surname, Grey, and the alias of Shaw, Black King.
- Carlos Pacheco mixed Magneto and Colossus in order to create Silverface, who could mold his own body. He finally appeared like Mercury in the comics.
- Carlos Pacheco designed Landslide mixing up Blob, Banshee, Quicksilver and Beast but not Sabretooth and he wanted to called him Fastball. Landslide acquired Sabretooth's powers because he looks very much alike.
- Carlos Pacheco wanted to call Crux Geisher, a pun between geyser and geisha, because at first she was a Japanese girl, not a French one. She was designed after Sunfire, Iceman, Storm and Avalanche. Geisher was supposed to have the ability to manipulate the four elements but her look was only fire and ice like Equinox, a Marvel villain created by Chris Claremont and John Byrne.
- Carlos Pacheco called Xaos after Kaos, the Spanish translation for Havok; The correct spelling of Kaos is caos, which means chaos in English.
- Carlos Pacheco created Rapture mixing Mystique, Archangel, Nightcrawler and Shadowcat; Carlos first called her Spook but finally she appeared as Rapture
- 7 members of Cerebro's X-Men (Earth-616)
- 3 appearance(s) of Cerebro's X-Men (Earth-616)
- 2 image(s) of Cerebro's X-Men (Earth-616)