- —Professor X, as he attempts to kill his out of control son Takeo.
- Dr. Yui Sasaki
- Phoenix (Jean Grey) (Behind the scenes)
- Archangel (Warren Worthington III) (First appearance) (Cameo)
- Captain Britain (Brian Braddock) (First appearance) (Cameo)
- Colossus (Piotr Rasputin) (First appearance) (Cameo)
- Rogue (Anna Marie) (First appearance) (Cameo)
- Deadpool (Wade Wilson) (First appearance) (Cameo)
- Nightcrawler (Kurt Wagner) (First appearance) (Cameo)
- Iron Man (Tony Stark) (Cameo)
- Takeo Sasaki (Main story and flashback) (Death)
- Magneto (Erik Lehnsherr) (Mentioned)
Seeing the world falling apart, Professor X tells the people of the world to work together to save each other. He then focuses on trying to undo Mastermind's damage to Takeo's mind; however, Takeo is bitter over the years of seeming neglect from his father. Professor X resolves to kill Takeo and himself in the process to put an end to the madness. However, Hisako uses her armor as a medium to let her happy memories of Takeo enter their minds, allowing Takeo to remember somebody who cared for him. At peace, Takeo seemingly self-destructs and the world is now at peace. Sasaki contemplates suicide as atonement for the virus, but Takeo manages to have her and Professor X have a happy vision of them together as a family.
With the world now ready to evolve after this, the X-Men resolve to continue their work. Although, their ride home is now toast. "Details, details." Storm dismisses. "Easy for YOU to say; you can fly." Wolverine bitterly notes.
- Original airdate: June 24, 2011
- English airdate: January 6, 2012
- This episode shows other X-Men and super-humans, including: Archangel, Colossus, Nightcralwer, Rogue, Captain Britain and Deadpool.
- Iron Man appears in this episode, proving that Iron Man and X-Men animes share the same universe.
- In the after credits scene, Magneto is revealed to have broken out of his plastic prison cell, likely due to the chaos Takeo caused.