- Hellfire Club's Inner Circle
- Jean Grey's voice
With his ruse uncovered, Mastermind explains that Dr. Sasaki has been keeping a great power hidden behind the now-broken doors. Rat and Marsh attack the X-Men to buy Mastermind time to reach this power. Wolverine pins Rat, allowing Storm to fry them both with lightning, killing Rat and burning Wolverine briefly. Marsh retreats shortly afterwards. At the same time, Koichi and Riko wake in the infirmary and head to see Dr. Sasaki.
The X-Men enter the adjacent chamber, where Beast deduces the device inside is to prevent Cerebro from working. Koichi and Riko join them, and with Dr. Sasaki reveal that they hired the U-Men to "acquire" mutant flesh to create the suppressant serum. They reach the next room, which houses Dr. Sasaki's son Takeo; Mastermind spent the last nine months breaking down his mind for his own purposes. Mastermind reveals Sasaki's past with Xavier and that he actually allowed the U-Men to join the Inner Circle. Neuron arrives, and uses his powers to kill Koichi and Riko. He then traps Wolverine and Beast in a fleshly jail and begins inflicting pain on them. Marsh traps Dr. Sasaki, Storm and Armor, while Mastermind threatens them to keep Cyclops from attacking. Mastermind begins using his illusions to cause Takeo pain, hoping to trick him into serving his needs.
- Original airdate: June 10, 2011
- English airdate: December 23, 2011
- In the english version, Riko and Koichi don't know about the mother-son relationship between Dr. Sasaki and Takeo, they thought Takeo is just a patient.
- In the japanese version, Mastermind let the U-Men become members of Inner Circle. In the english version, Mastermind uses his illusionary powers to make the U-Men to believe he was an ally.
- if the viewer has been paying attention, Mastermind was repeating himself as he had previously told Emma about this. However, she seems to have forgotten about this since.