- Phoenix (Jean Grey)/Dark Phoenix (Appears only in flashback)
- Hisako Ichiki's father (Mr. Ichiki) (Mentioned)
- Hisako Ichiki's mother (Ms. Ichiki) (Mentioned)
The X-men find Emma Frost unconscious in the U-men's lab, and wake her; Cyclops explains seeing her at the time of Jean's death. She claims to have left the Inner Circle prior to Jean's death, and thus wasn't the one controlling her; however, she is met with disbelief. Hisako wakes next, and Emma explains that she was hired by the Ichikis to help Hisako train to use her powers; since leaving the Inner Circle, Emma has been teaching young mutants to master their gifts. However, when Hisako disappeared, Emma came to Japan to find her; the U-men captured her shortly afterwards.
The U-men send more androids to fight the X-men to learn about their powers. The X-men destroy the androids and make their own exit out of the maze of tunnels. They end up in a lab, where Kick attacks them using all the data he collected. Hisako's powers awaken in the battle, which is a psionic exo-suit that protects her; she badly wounds Kick with Cyclops' help. However, she soon loses control; Cyclops tries encouraging her, getting nowhere. However, Emma is able to telepathically help Hisako regain her composure and control of her powers. Even Wolverine admits it's unlikely Emma killed Jean; however, Cyclops is still suspicious as Emma could have been controlling their minds.
Sublime abandons the base, angry with Kick for forgetting their end goal. The X-men find the rest of the captive mutants, unharmed; they call in the police to return them home, while they take Hisako and Emma back the Ichiki residence. Beast calls Professor X, updating him on the mission. To the X-men's surprise, Kick returns and launches a laser blast at Hisako in revenge. Emma runs to protect the young mutant...
- Original airdate: April 15, 2011
- English airdate: November 4, 2011
- Kick threatens to use Wolverine as a shield in the original version. In the English dub, he instead taunt Storm with being too weak to cause any damage with her lightning.
- In the English version, Hisako can still hear when her powers go out of control; in the original version, both her sight and hearing went away.
- Emma is ruder in the English version when she tells the X-Men her story.