- Unnamed Flying Mutant Boy (Appears only in flashback)
- Hellfire Club's Inner Circle (Mentioned)
- Sentinel (First appearance) (Appears on a computer screen, TV, or hologram only)
Some time has past since the last episode, with Hisako being put through Danger Room sessions. However, she keeps failing against more powerful opponents. Emma tries consoling Hisako, with Cyclops still distrustful of her. Professor X informs the X-men that he has decided to make Hisasko a junior member of the team, and include Emma as well. Cyclops requests the Professor perform a psychic probe on Emma to ensure no betrayal; however, Professor X respects Emma's privacy. Annoyed, Cyclops decides to train Hisako himself, being her opponent; he doesn't hold back, drawing out her full power.
Hisako becomes scared, with Storm and Emma trying to help her understand her gift. Seeing Hisako needs to know no-one can easily accept who they are, Emma lets Professor X examine her memories to show the entire team her past, Hisako that she's not as strong as she makes her out to be. This also clears her of Jean's murder. Emma and Hisako get new uniforms, and Hisako codenames herself "Armor". Professor X tasks the X-men with returning to Japan to prevent an outbreak of Damon-Hall Syndrome.
- Original airdate: May 6, 2011
- English airdate: November 18, 2011
- In the Emma's infant memories, one of children is playing with an Iron Man toy.
- In the English version, Emma's memory of school happened at university; however, in the original version, it was high school.
- In the English version, Emma doesn't have the virus in her system; in the original version, she had a benign version of the virus.