- X-Men (First appearance)
- Kitty Pryde (First appearance)
- Professor X (Charles Xavier) (First appearance)
- Cyclops (Scott Summers) (First appearance)
- Colossus (Piotr Rasputin) (First appearance)
- Dazzler (Alison Blaire) (First appearance)
- Nightcrawler (Kurt Wagner) (First appearance)
- Storm (Ororo Munroe) (First appearance)
- Wolverine (Logan) (First appearance)
- Lockheed (First appearance)
- Brotherhood of Mutant Terrorists (First appearance)
- U.S. Army (First appearance)
- Chaffey (First appearance)
Races and Species:
- Earth-652975 (First appearance)
- Earth (First appearance)
- X-Jet (First appearance)
Kitty Pryde is the newest recruit of the X-Men. Professor X introduces her to her colleagues, who are fighting in the Danger Room. Present are Cyclops, Colossus, Dazzler, Nightcrawler, Storm and Wolverine. Kitty is afraid of Nightcrawler because of his inhuman appearance.
Meanwhile, the X-Men’s archenemy Magneto breaks free from a prison transport, courtesy of his Brotherhood of Mutant Terrorists, consisting of White Queen, Juggernaut, Toad, Pyro and Blob. Magneto then attacks the X-Mansion and steals a controlling device. Then he escapes to Asteroid M and uses the device to set a comet on collision course with Earth.
The X-Men engage and defeat the Brotherhood and thanks to Kitty’s phasing power, the device is scrambled. Nightcrawler seemingly sacrifices himself to steer the comet on a non-collision course, causing Kitty to cry because she treated him so badly. But it turns out that Nightcrawler made it out alive by teleporting at the last moment. The X-Men are reunited and Earth is saved.
- In some ways; Wolverine is portrayed very different in this episode. Most notably his thick Australian accent and constant use of Australianisms like “dingo” and “crikey”. This seems to be due to the Australian depiction of Wolverine in the Spider-Man and His Amazing Friends episode “A Fire-Star Is Born”. However, the two series do not take place within the same reality. Despite Wolverine's similar portrayal he is much crankier, like his comic-counterpart, compared to his earlier friendlier depiction.
- Kitty Pryde was also already a member of the X-Men in the team's final appearance on the Amazing Friends show.