X-Men '97 Episode 3 Breakdown: How Madelyne Pryor's Sinister Secret Sets Up Cable's Origin

Episode 3 of X-Men '97 is another one that pulls heavily from the comics, and it introduces a major show villain while finally explaining what has been going on with Madelyne Pryor. This is a full spoiler breakdown, so if you have not caught up yet, this is your warning.

Episode 2 ended with a knock at the door of the X-mansion that reminded me of Senator Kelly showing up in a similar fashion in the original X-men film, also looking for the X-men. That was the moment the penny dropped that we had two Jean Grey. The first clue was that she was pregnant, and then the child was born and called Nathan Summers, which comic fans will recognize as Cable. The show appears to be telling his origin story.

Cable's Origin Has Always Been a Mess in the Comics, and Deadpool 2 Even Cut It

The comics have never fully nailed down Cable's backstory. As I put it, he is "the time travelling son of a clone of Jean who slept with Scott. I think." That is the story boiled down to its most basic points, though it has gone all over the place since his introduction. There was even an attempt to adapt this origin for Deadpool 2, giving Cable a background there, but the filmmakers realized it was too convoluted and cut the entire thing out.

Deadpool 2 still snuck in an easter egg for it, with Pryor's name appearing on the side of a van before the big prison transport scene. X-Men '97 is now going back and giving that origin story a proper, if backdoor, explanation through Madelyne Pryor.

Madelyne Pryor Was a Plant by Mr. Sinister All Along

The Dark Phoenix saga, shown in the intro of episode 2, saw Jean seemingly die and left Scott devastated. In Alaska he then met Madelyne, and because of her likeness to Jean he found her attractive. There was even suspicion that she might be the same person, so Professor X dove into her mind and saw her seemingly caught in a plane crash at the exact moment Jean died.

That memory turned out to be a plant carried out by Mr. Sinister, who wanted Madelyne and Scott to fall in love so he could steal their child. Sinister was trying to breed a powerful mutant strong enough to eventually take down Apocalypse, and he gave Madelyne a personality similar to Jean's so the pair would get along better. Even the name Pryor was a pun, highlighting that she had a prior life.

The pair had a whirlwind romance and were married outside the X-mansion, and the show gives us the comic panel of that wedding recreated on screen, which I think is such a cool touch. The Goblin Queen arc is also recreated perfectly, with Madelyne wearing her costume straight from the comics.

New Intro Footage Points to Charles Xavier's Return

The iconic intro comes with additional shots again this week. We see Magneto against the X-men with Storm rocking her longer haired look, a scene I believe pulls directly from the original series and depicts Charles and Magneto confronting each other for the first time in years. Roberto also gets stuck running into a chainlink fence, riffing on the moment the character who introduces newcomers did the same in the original intro, since episode 1 had Roberto take over that role of introducing newcomers to the X-men earlier in the series.

Lilandra of the Shi'ar empire is shown smashing a control panel. She most notably appeared in the Dark Phoenix saga, but she is also the character who took Charles away, and we can see him being transported off to the right so he can be healed. I think that means the character is coming back and that we will likely end the season with him, which ties into a theory I raised last week that this show is telling the origin story of a team of X-men mentioned in another Marvel project, where Charles was mentioned.

There is also a new shot from the Dark Phoenix arc of Cyclops trying to stop Jean, and a moment of Rogue kissing her hand while it hovers over Gambit's lips, even though she has a bit of a spark with another character. I am guessing that is going to cause issues later.

Fire Made Flesh Recreates Jean's Memories and the Wedding Ceremony

The episode title, Fire Made Flesh, is a reference to the fire representing the Phoenix, made into Madelyne, though it can also be read as Jean being made from the Phoenix. Inside Jean's mind, we see flashes of her rocking her old headpiece, a clear callback that has been recaptured brilliantly, but with the face removed, which reminded me of when Professor X could not scan Madelyne's mind. We also get a shot of her as Marvel Girl, whose costume Jean held up back in episode 2, plus a recreation of a well known fan meme with Wolverine turning his back as Cyclops and Jean kiss.

We then cut to a moment straight from the Dark Phoenix arc where you can even spot Beast rocking his little backpack, followed by Scott comforting Jean and the big wedding shot. That wedding was a major part of the comics and it made its way into the show too, except here it turns out Jean and Scott were not technically married, because Morph posed as the priest. Morph was experimented on by Sinister, which is why we see him reflected in Sinister's eye during the intro.

It is worth noting this wedding is the last memory Madelyne sees, which could hint at when exactly she was taken. I think this is likely during the episode where both Jean and Cyclops were kidnapped by Sinister back in Season 2 and seemingly escaped, but this adds new context to that story. Madelyne Pryor debuted in Uncanny X-Men 168 and became the Goblin Queen in Uncanny X-Men 240.

From there we see flashes of Jean waking up in Sinister's lab, styled like an old horror movie dungeon, escaping into the woods and making it back to the city, passing the same TV shop from episode 1, a detail our editor Matt spotted. She then makes her way to the mansion, and Morph warns things are about to get confusing before mutating into Spiral, a character who, like Cable, was originally created through a paradox in which a future version of herself forced her down a certain path.

Beast's Carbon Dating Reveals Madelyne Is a Clone of Jean

Beast drops the bombshell that Madelyne is in fact a clone of Jean, confirmed through carbon dating. This is a bit different from the comics, where Jean has not died. The revelation completely breaks Madelyne, and she ends up leaving with Nathan. Scott tries to smooth things over, but even he hesitates when he goes to call her Jean.

The comics also had Madelyne wanting Cyclops to quit, and that is something she suggests to Scott here too. I feel like this idea was implanted in her mind as a way to break up the X-men. She then hears Sinister's voice coming through the baby monitor, which is exactly as sinister as it sounds.

Bishop's Time Bracelet Raises Big Questions About How Time Works in This Universe

Down in the lab we get Bishop looking at a time bracelet that pulls from the Days of Future Past arc. Bishop had to remain in the past until this was fixed, and it now offers him a way back home. Cyclops asks him why he has not heard of this cloning situation despite supposedly coming from the future.

Unlike the MCU, where altering time creates a branch that splits off, time in the X-men universe is not a set thing, meaning events can ripple and change. That is how the Days of Future Past arc happened in the first place, with Bishop altering the past to create an alternate future. I see it as that original timeline still existing out there, which would explain why Bishop was not erased when things were changed, since technically he should exist either way. My guess is that when he goes home, he will return to a future on the branch where the Days of Future Past events never happened, though it is genuinely confusing.

Sinister Turns Madelyne Into the Goblin Queen

We see Jean being nursed in bed by Scott, echoing the earlier memory image, which to me highlights that he believes she is the real one and is trying to recapture that connection. Beast figures out it was Sinister who cloned her, and the villain appears near the crib in her room looking unsettling. He is not really there, but it is an effective way of showing how he haunts her, and the episode takes on a genuine horror tone. Sinister has planted one of his gems in her head, giving him the power to control her.

Jean starts smashing pictures, including one based on the show's key art with the group standing around and Jubilee eating popcorn at the front, alongside a picture of her in her old Marvel Girl costume, which spills out onto the floor as if symbolizing that her goodness is now gone. Madelyne becomes the Goblin Queen and dons a new costume as Sinister enters her mind, which is why it resembles his design, with dark red laced through black and his diamond in the centre of her head. She now possesses sorceress powers just like in the comics, and the green glow around her matches the chemical seen in his dungeon, tying everything together.

The Mansion Turns Into a House of Horrors Full of Anime References

Downstairs, Rogue and Magneto have booked out the danger room for a suspiciously long stretch. Upstairs, Morph is spotted in his old costume near the showers, while Jubilee and Sunspot eat popcorn out of what looks like a 90s style bowl. The mansion effectively becomes a house of horrors, something used previously in the New Mutants movie, which Sunspot also appeared in and which featured a character who preyed on others' fears and made them hallucinate.

Our editor Matt also pointed out that this sequence takes a lot of inspiration from Chainsaw Man, most notably the Eternity Devil arc. Gambit's worst fear comes to life when he catches Rogue and Magneto together, with Rogue wearing her torn outfit from X-Men 274, the issue where the pair hooked up in the Savage Land. Madelyne's goblin creatures pull from Uncanny X-Men 240, and we get a creature crawling out of a television like Samara from The Ring, which then turns into Roberto's mother calling him a freak.

Madelyne also creates a nightmarish version of Professor X, along with a nightmarish version of Bishop and his younger sister Shard, who appeared in the Days of Future Past episode and berates him for abandoning her. There is a Sentinel styled like the Skull Knight from Berserk, and anime references are laced throughout these moments. Beast brings up Dante's Inferno, the story of escaping the nine circles of hell, as the group is surrounded by fiery rings and a demon filled pit, and there is a nod to the Jabberwock from Lewis Carroll as Madelyne rides one of her creatures.

Mr. Sinister's Backstory as Nathaniel Essex Gets Its Nod

Morph brings up how Sinister was a scientist in the 1800s, a nod to his origins as Nathaniel Essex. Essex was obsessed with evolution and became a great student of Darwin, believing that untapped powers within humanity tied into how mutation could alter it. He discovered he was a mutant after coming across Apocalypse, and it is from there that he truly became the villain we know, a story shown in more depth in the animated series episode Descent. Nathan's name is also playing off Nathaniel, which is likely why that name was chosen.

Morph then transforms into his original animated character design, taking on the dishevelled look from when Sinister had control over him. Morph was originally used by Sinister as an assassin before managing to break free. He seemingly died earlier in the series, but Sinister took charge of him afterward and worked his slave powers on him.

Morph's Shapeshifting and the Fight Against Sinister

Heading out to Sinister's lab, Cable is placed into a pot clearly modeled on a witch's cauldron, and Sinister pulls down an electrical lever, more Frankenstein imagery. In his cathedral, Madelyne sits on a throne as the Goblin Queen. Morph then turns into Magik, who also appeared in New Mutants, and when controlled becomes her Darkchylde form, a deep cut for comic fans that I loved seeing brought into the show.

Magik and Magneto duke it out, but even he is no match for her, since he can only control metal while she can control everything, something the pair also touched on during The Last Stand. Cyclops attacks in a moment that reminded me a lot of Castlevania, with blood from his lip looking almost vampiric.

Jean and Madelyne's Shared Memories Finally Break Sinister's Hold

Back at the mansion, there is a role reversal as Logan calms down Jean, whereas normally it is her helping his rage, in a scene that feels like a flip on the first X-men movie as she goes into his mind to see how much he loves her. Traveling psychically to Madelyne, we see her once as the Phoenix and also get a flashback to her as a child, with Professor X going to her directly, echoing a scene from The Last Stand. She even has a Cyclops toy in that memory.

Both Jean and Madelyne share memories of how Jean's powers were brought on by a car nearly hitting her. Dark Phoenix had her causing a car crash with her parent, while The Last Stand had her lifting cars in the street. We get several flashes of key moments from her life, including a costume change reflecting what Cyclops was wearing in this universe, with his classic 60s costume visible to the side, Iceman from the original lineup standing below him, and a giant hand belonging to Beast before he turned blue.

It is Nathan, as a representation of love, who finally breaks through to Madelyne, and she realizes he is the greatest thing that ever happened to her. Blasting Sinister leaves a hole in his chest that heals and pulls itself back together, since Sinister is immortal and extremely hard to defeat. There are rumours that he is going to be the main villain in an X-men MCU film, and I would love to see him in live action. Sinister then utters some keywords that stop Madelyne from pursuing him, clearly riffing off Winter Soldier and Manchurian Candidate style CIA brainwashing.

Nathan's Techno-Organic Virus Points to a Confusing Forge Connection

Nathan has been infected by the techno-organic virus, first introduced in the Phalanx Covenant, something he suffers with in the comics, though we know Beast never finds a cure. They ask if Bishop has a cure in the future, and he brings up how he is going to seek out someone who can build anything. This is where things get confusing, since I always thought that description referred to Forge, and I even searched to confirm which mutant could build anything, with his name being the only one that came up.

At the end of the episode, Forge appears and hints that he can restore Storm's powers, but this is an older version of the character, which should hopefully clear up some of that confusion.

Theory Time: An Older Forge May Be the Key to Curing Cable

I think what happened is that Bishop went to the future and told Forge about what occurred with Storm, and Forge then sent a message back to himself, prompting him to seek her out now. In the future, I think we will see an older version of Forge who ends up helping Cable. Interestingly, Forge appeared in the Phalanx episodes of Season 5, meaning all of this could be connected, so he may cure Storm and then move on to help Cable, possibly needing some of her abilities in the process, which would reflect the comics, where Forge was the one who created the gun that stripped her powers in the first place.

Madelyne Gives Up Her Baby in a Scene That Echoes Ancient Myth

Madelyne ends up giving her baby away, a moment that has peppered myths and stories throughout time, with the basis of Moses being sent down the Nile and Perseus sent across the sea, both allowing a child to escape their fate, which I feel is what is happening here. Madelyne then hits the road and has a farewell with Jean, with neither knowing exactly when they were switched, something that reminded me of Beth and Space Beth from Rick and Morty.

Forge's Comic Arc With Storm May Be Coming Next

Forge is voiced by Gil Birmingham, who played Jacob's dad in Twilight. It seems likely the show is now following a big comic arc called Life Death: A Love Story, which features Storm and Forge on the cover with her rocking the Mohawk. In that story she starts a relationship with Forge and goes on a journey of self discovery to find out who she really is, having always leaned on her powers, which develops her into a more well rounded individual rather than just being treated as a goddess. I wonder if the show is going to reveal that Forge built the gun seen in episode 2, which could add some real dramatic tension to the series.

My Verdict on Episode 3

That closes out this entry, and it is another excellent one, three in a row for me, and I am so happy to be back with the X-men. Me and MT did a big review talking about these episodes, and I said in it that I feel like if the MCU manages to do this in live action then they're gonna absolutely nail it. I feel that even more now, since it is difficult to think what they could do differently. The animation is a bit off at points, but that is really nitpicking.

In terms of story, the show is handling the characters so well, with everyone getting interesting arcs. "I think in the past, especially with the movies, they've tended to lean very heavily on Wolverine and just ended up keeping that as the focus." This episode has really shown you don't even need him to tell a proper X-men story, and "this is beautiful, personal and tragic."

What do you think is really going on with Bishop, time travel, and the older version of Forge we glimpsed at the end of this episode?