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The Phoenix is contained... for now. I could never have defeated the Phoenix if Jean herself had not helped me. The strength of her mind is truly awesome.
- Imperial Guard
- Doctor Strange (Dr. Stephen Strange) (Cameo)
- Thor (Odinson) (Cameo) (First appearance)
- Uatu the Watcher (Cameo) (First appearance)
- Eternity (Cameo) (First appearance)
- Shi'ar scouts
- Inner Circle Club (Cameo)
- Moira MacTaggart (Only in flashback)
- Sean Cassidy (Only in flashback)
- John Grey
- Elaine Grey
- Sara Grey (First appearance)
- Prometheus (First appearance)
- New York
- Jupiter (Cameo)
- Saturn (Cameo)
- Uranus (Cameo)
- D'bari Star System (First appearance) (Destroyed)
- Jean's Mind
- Cyclops' Visor
- Mjolnir (Cameo) (First appearance)
- Hoverchair (Destroyed)
- Neural Scrambler (Only appearance)
Jean Grey, now completely part of the Phoenix, returns to her childhood home, overwhelmed by too much emotion and too much power.
- This episode is based on Uncanny X-Men #135 & 136.
- Strange has the books "Brunner" and "Ditko" on his shelf, a reference to co-creator Steve Ditko and artist Frank Brunner (who did a famed run on the character and does model designs for this show, as well).
- Episode writer Larry Parr also wrote the 1988 Pryde of the X-Men video.
- Professor X temporarily assumed the armor of the Entity while on the Astral Plane battling the Phoenix.