- Unnamed Experimented Mutant Boy (Mr. Fujiwara's grandson) (First appearance) (Death)
- Hellfire Club's Inner Circle
- Hisako Ichiki's father (Mr. Ichiki)
- Hisako Ichiki's mother (Ms. Ichiki)
- Hisako Ichiki
- Emma Frost (First full appearance)
- Phoenix (Jean Grey)/Dark Phoenix (Appears only in flashback)
- Cyclops' Motorcycle
- Wolverine's Motorcycle
The X-Men arrive in Japan, learning that not only has Hisako gone missing, but a large number of other mutants as well. Beast's portable Cerebro is also unable to detect mutants in the area. The U-men give the Ichiki residence a call, pretending to be the grandparents of a mutant that went missing. The X-men go to investigate, falling into an ambush of the U-men's androids. Cyclops is also having a hard time re-assimilating into the X-men life, as the bigotry and fear towards mutants displayed by the locals drives him into a blind rage in battle.
Storm chases a damaged android back the U-men's hideout, an abandoned hospital. The X-men break in and are forced to fight a mutant the U-men have altered so severely that he becomes a mindless monster. Storm tries frying him with lightning, but is caught by the mutant. Cyclops hesitates to fire, but relents and burns the mutant with his optic blast. Dying, the mutant reveals there are more mutants still trapped in the facility. Wolverine punches Cyclops, telling him to pull himself together, as Jean would be disappointed in him; Cyclops regains his composure. The X-men find an operating room, with pods housing Hisako and.... Emma Frost.
- Original airdate: April 8, 2011
- English airdate: October 28, 2011
- Wolverine is oddly the voice of reason between himself and Cyclops, which even he notices.
- Kick recognizes Wolverine only in the english version.
- In the English version, Woleverine never mentions fighting older models of the U-men androids. Instead, he points out that he was fight about the U-men's involvement and that the androids have poor aim.