- Brotherhood of Mutants (First appearance)
- Senator Kelly
- Sentinel Prowlet (First appearance)
- Warren Worthington Jr. (First appearance)
- Mrs. Drake (First appearance)
- Mr. Drake (First appearance)
Beast and Wolverine try to bring back the X-Men who have left, but some, such as Cyclops, Colossus and Rogue, do not wish to return. Rogue takes up the cause of the Brotherhood of Evil Mutants, who have sinister plans to attack Senator Kelly. Kelly's plan is to push forth a Mutant Registration Act. Meanwhile, Angel's father, Warren Worthington, is funding the M.R.D., building anti-mutant robots. The remaining X-Men seek to stop the Brotherhood, despite Kelly's stance on mutants.
|Wolverine (Logan)||Steve Blum|
|Rogue||Kieren van den Blink|
- Guest stars: Jim Ward.