Prior to the major events of Earth-9997, much of the X-Men's past matches that of their Earth-616 counterparts in many ways. The team was originally formed by Charles Xavier who had a dream of humans and mutants co-existing in peace. He formed the X-Men to combat evil mutants as well as to combat prejudice against mutants.
When the Terrigen Mists began to mutate the population of the entire planet, the X-Men soon disbanded because their cause was no longer a problem in society. Further dissolving of the team occurred with the psychic birth of the Skull, whose powers (once they were awoken by the Terrigen Mists) caused a psychic backlash across the astral plane that killed most of Earth's telepaths including X-Men founder, Professor X. The following is a list of the fates of a number of X-Men members on Earth-9997
- Professor X: Was killed at the moment of the Skull's psychic birth. He aided Mar-Vell in his rebellion against Death in the Realm of the Dead. Later he was in Mar-Vell's Paradise. The portion of the Cosmic Cube which he consumed created a world for him where humans and mutants lived together in peace. However to achieve this, Xavier had to mentally control everybody. He was eventually freed from this nightmare/paradise by Captain America, 4-D Man, Thanos and Benny Buckley. He then aided in the battle against the Kree in Paradise.
- Iceman: Iceman lost his ability to change back into human form and was at risk of melting in warm weather and so he relocated to the northern poles of the planets where he built his own city that was a paradise for those who lived there. He eventually moved back to New York City after the defeat of the Celestials and the shifting of Earths poles, making New York a suitable environment for him. He aided the New York City Police Department in defending the Human Torch from the followers of Immortus. He was last seen at the wedding of Medusa and Captain Britian.
- Angel: Lost his fortune and began living like an Angel on an almost literal level, bringing charity to others and truly helping those in need. He kept ties and brought rations to Kyle Richmond and the Gargoyle, he later went on to help defend New York's Human Torch from the followers of Immortus. He was last seen at the wedding of Medusa and Captain Britain
- Banshee: He was killed by his cousin Black Tom, through means that have yet to be revealed. At one point Mephisto posed as Banshee in order to spy on the wedding of Captain Britain and Medusa. Banshee was last seen in Mar-Vell's Paradise living in a fantasy world where he was a member of Interpol still, later this fantasy evolved into one where he lived happily with his daughter Siryn, and Moira MacTaggert.
- Nightcrawler: Lost an arm battling the Grey Gargoyle, he was later reverted into human form and attacked by a mob of mutants who feared him because he was normal. He was later found by Mephisto (disguised as Mr. Church) who manipulated and turned him into the demon Belasco and sent him back in time. His memories have since been restored by Mar-Vell and he now works with Jude, transporting the unworthy of his gift to Limbo.
- Gambit: According to X-51, Gambit was killed by "the same kiss that took Rogue's life", however Beast recounts that Gambit was killed by an assasins bullet for crimes he committed as a thief. The details of either of these two accounts, or if they are related or not remains to be substantiated. Gambit aided in Mar-Vell's rebellion against Death in the Realm of the Dead.
- Rogue: According to X-51, Rogue was killed by a a kiss that killed Gambit as well, however the Beast recounts that Rogue was so grief stricken by Gambit's death that she sought a cure for her mutant ability through Sauron, who ended up taking her life as well as her powers. The details of either of these two accounts, or if they are related or not remains to be substantiated.
- Dazzler: Went on a reunion tour that saw less and less numbers at the door. Later when Death was killed by Mar-Vell and nobody on Earth could die, Mephisto appeared at one of her shows and tore her heart out. She was last seen in a state of eternal suffering in one of the many "hospitals" that were constructed after Death's death.
- Longshot: According to X-51 he could not find any trace of Longshot anywhere. His current whereabouts are presently unknown.
- Shadowcat: Killed by a gunshot wound when she shielded Colossus' body during a time when he lost his powers.
- Cable: Fully succumbed to the technorganic virus in his body, he sought refuge below Sentinel City in the Savage Land. He then became one with the complex. He was shielded from the force that killed the rest of the worlds telepaths. When last seen he had sent Iron Maiden on a mission into outer space to find the Eternal named Cybele, who could use her transmutation powers to free him from his eternal prison.
- X-Man: Nate Gray became infected with the technorganic virus as well and took on the identity of Stryfe and battled Cable, he died protecting someone he believed was Madelyne Pryor.
- Wolverine: Retired to an apartment in New York city with Jean Grey, for some unexplained reason his mutant healing factor stopped working (or at least at peak efficiency) and has since begun losing his hair and gaining weight as well as showing visible signs of age. After Jean left him when he wouldn't help the other heroes battle the Celestials. He was later seen at the wedding of Captain Britain and Medusa where he made up with Jean, however they did not get back together. He returned to his apartment in New York where he brooded over his lot in life until he was visited by his counterpart from Earth-811 who revealed Wolverine's true origins. Wolverine then cast off his clothes and jumped into New York harbor and swam back to the wild.
- Jean Grey: Lost her telepathic powers prior to the Skull's psychic birth and thus survived. She left Scott Summers to live with Wolverine where she has lived a life of mediocrity and has put on considerable weight. She later left Wolverine when he would not join the battle against the Celestials, and taunted him by telling him she was really Madelyn Prior. Later at the wedding of Captain Britain and Medusa, Jean Grey met up with Wolverine again and told him that she was only trying to "snikt" it to him. Her current whereabouts are unknown.
- Phoenix: A separate entity to Jean Grey, actually the Phoenix Force in Jean's form, lived out eternity in the Realm of the Dead fighting endless battle after endless battle, even though she was one of the few that was aware that she was in the land of the dead. She was later recruited into Mar-Vell's rebellion against Death. Later she was transmutated into one of the Avenging Host and maintained a psychic rapport with Scott Summers on Earth. Later when the Avenging Host opposed Mar-Vell, Phoenix was killed, however she was brought back to life when Reed Richards was passed the cosmic consciousness.
- Madrox the Multiple Man: X-51 reported that he became a worldwide informant using his duplicates to collect information of happenings around the world. Additionally he was the Beast's assistant in Wakanda; at one point one of his doubles was locked out of the Wakandan territory and was forced to feed upon one of his other duplicates, thus invoking the curse of the Wendigo. As Wendigo Madrox was able to multiply himself into multiple beasts. As the Wendigo he was responsible for the fall of Canada's Human Torch (and the death of most of Alpha Flight except for Sasquatch and Vindicator) and made repeated attacks on Wakanda. Later Madrox/Wendigo followed the people of Wakanda to the Savage Land where all the Wendigo were killed by the combined efforts of the Wakandans, the X-Men, and the Ani-Men.
- Beast: Became the science adviser to the Black Panther in Wakanda. He later relocated to the Savage Land when the entire nation of Wakanda was forced to move due to the threat posed by the Wendigo. He was later present at the wedding of Captain Britain and Medusa, and later was one of the many gathered minds in Latveria to determine how to deal with the crisis of the suffering undead following Mar-Vell killing Death.
- Storm: Married the Black Panther and became the queen of Wakanda. She was killed during a battle against the Wendigo, but the Black Panther's grief subconsciously willed the Cosmic Cube to bring her back to life. She later relocated with her nation to the Savage Land to escape the Wendigo. She was later at the wedding of Medusa and Captain Britain where she and Black Panther arranged for a blood transfusion to cure her counterpart from another reality, of her vampirism.
- Colossus: Became ruler of Russia and aided Captain America against the Skull. He was later seen at the wedding of Captain Britain and Medusa.
- Havok: Sometime before the mutation of humanity, Havok left Earth with his father Corsair. He has since returned for Captain Britain and Medusa's wedding.
- Polaris: Sometime before the mutation of humanity, she left Earth with Havok and his father Corsair. She has since returned for Captain Britain and Medusa's wedding.
- Thunderbird: Long dead, Thunderbird has been in the Realm of the Dead. He later joined in Mar-Vell's rebellion against Death.
When Captain America was gathering forces to oppose the Skull's march across the United States, he had sent the members of Daredevil's circus troupe ahead to New York City to seek training from Scott Summers, the former X-Man known as Cyclops.
These performers included:
- Dogface: A being who was covered head to toe with fur, presumably his mutation is a dog/human hybrid and has enhanced physical attributes that are the proportionate of that of some form of dog.
- Tower: Whose mutation has made him physically tall, his exact height is unknown and it appears that he cannot change his height.
- Mermaid: Who has a fish like tail and also has the ability to fly.
- Double-Header: Who has two heads that appear to have different personalities.
- Charmer: Who can create energy snakes of an unknown form of energy, the number of snakes or the size of which have not been determined.
This group found Scott Summers in Central Park in New York City, just as he finished speaking with his father Corsair (who contacted him via video transmission with his brother Havok and Polaris). The group attacked Summers to "show" him that they knew how to fight, but they were easily defeated by the former X-Man. After their defeat they explained to Summers that they were sent to him by Captain America to be trained to be the next X-Men.
Summers (now insisting his students call him Mr. S) had costumes created for the team and began training them in an abandoned warehouse for their coming battle with the Skull.
Later they aided Captain America in his second strike against the Skull, where Captain America was forced to break the Skull's neck in order to stop him.
Following the defeat of the Celestials and the lighting of the first Human Torch to the rebirth of Mar-Vell and the start of his quest three years later, this new team of X-Men's whereabouts are unknown. It can be assumed they spent most of this time training under the tutelage of Mr. S. At some point during this time, Charmer developed a crush on her teacher, however these feelings were not returned as Mr. S still held feeling for the long dead Phoenix.
After the death of Captain America, the X-Men joined with Thor, Hulk & Banner and Venom in aiding Mar-Vell in his quest to collect items of power to aid in his quest to destroy Death. The first traveled with Mar-Vell to the Human Engineering Life Laboratory, to collect Psycho Man's emotocaster which was trapped between the Prometheus Pit and the remains of the Man-Thing. They later traveled with Mar-Vell to Egypt where they aided Moon Knight in holding off the armies of Set while Mar-Vell claimed the Reanimator Stone from the Temple of Konshu. After the stone was claimed, Moon Knight and his combatants all crumbled away to dust.
The X-Men next traveled to the Earth's Moon with Mar-Vell to collect the Ultimate Nullifier from Uatu the blind Watcher. After collecting the device, X-51 led the group to the Supreme Intelligence whom X-51 found on the Moon. There the X-Men witnessed Mar-Vell kill the Supreme Intelligence to free the minds of his people and bring them into the Realm of the Dead.
Finally, they raveled to Wakanda where Mar-Vell asked the Black Panther for the Cosmic Cube. After a battle with the Wendigo, Black Panther turned the Cube over to Mar-Vell when he realized that he was subconciously using it and that it was his wishes that created the Ani-Men he worshiped.
The X-Men stayed in Wakanda to aid Black Panther and his nation move from Wakanda to the Savage Land to get away from the Wendigo who were constantly attacking. The X-Men along with the Hulk and Bruce Banner provided as additional defense against the Wendigo during their dangerous trek.
Eventually the group made it to the Savage Land, where with the help of Ka-Zar and the Ani-Men, they managed to kill all the Wendigo and learned that Wendigo was really Madrox the Multiple Man, the former aid of the Beast who though that Madrox was the Wendigo's first victim.
Once the Wendigowere defeated, the X-Men aided the Wakandans in building a new home in the Savage Land. Sometime later they were attacked by Belasco and an army of Dire Wraiths. They were later saved by Mar-Vell, Venom, Kyle Richmond, Him, and Thor. They were transported to New York to aid in the battle against the Absorbing Man who literally absorbed all of New York City.
Upon Absorbing Man's defeat, the X-Men returned to the Savage Land where they made peace with Magneto (whom aided in battling Absorbing Man) and continued their training.
Later after Death's death, Mr. S and the X-Men were last seen in Latveria where they have been aiding the suffering that cannot die.
- 39 X-Men (Earth-9997) Members
- 30 Appearances of X-Men (Earth-9997)
- 1 Minor Appearances of X-Men (Earth-9997)
- 2 Media X-Men (Earth-9997) was Mentioned in
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- Team Gallery: X-Men (Earth-9997)