- Phoenix (Jean Grey)/Dark Phoenix (Appears only in flashback)
- Takeo Sasaki (Mentioned)
- Jun Sanada (First appearance)
- Koichi Kaga (First appearance)
- Riko Nirasaki (First appearance)
Dr. Sasaki appears hospitable enough, explaining that she found running her academy overwhelming; so she shut down the school and re-purposed it as a research facility for mutant biology. Assisting her are Jun Sanada, Koichi Kaga and Riko Nirasaki. Most of the facility is underground. Wolverine, Beast and Storm leave to go try fishing the Blackbird out of the snow. Hisako notices an old burn on her hand acting up, deciding to go find Dr. Sasaki for ointment. At the same time, Dr. Sasaki contacts Professor X and reveals that their meeting years ago resulting their son Takeo; however, she only tells him that Takeo is gone now. She later gives her assistants injections; Jun elects to do so in private.
Back at the Blackbird, the X-Men find themselves attacked by Marsh and Rat of the Inner Circle. With the fight a stalemate, Marsh creates an avalanche to kill the X-Men; however, they evade it by staying on the roof of the Blackbird. Seeing she cannot melt the strange snow, Storm calls the Professor, asking for him to send the back-up jet. He instead decides to head to Japan himself.
Back at the institute, Dr. Sasaki comes under attack by a mysterious monster.
- Original airdate: May 20, 2011
- English airdate: December 2, 2011
- From this episode to forward, the opening sequence is changed to replace U-Men for Inner Circle, Dr. Yui Sasaki and Takeo Sasaki.
- Cyclops learns that a part of his mind cannot forgive him for Jean's death, thanks to Emma helping him see into his grief.