X-Men '97 Episode 5 Breakdown: Genosha's Fall, the Watcher's Cameo and Who Sent the Wild Sentinel

X-Men '97 episode 5, "Remember It", might be one of the best episodes of the X-Men animated series ever. I had been predicting we would see a Genosha mutant massacre on this show, but not like this, and it was such a nexus point that even Uatu the Watcher had front row tickets to it.

"Remember it" was a phrase Gambit often said during the 90s run, and he makes the words count here. As I said going in, "this is a crime scene and we have to scrutinize every detail." Later in this piece I lay out my theory for what really happened on Genosha, and why I think a Bastion cameo hidden at the Gala matters.

The new opening shots point to Cable, Apocalypse and Callisto

The opening sequence has been updated. There is a shot of Cable fighting Apocalypse, taken from season 4 episode 18, Beyond Good and Evil Part One, when Cable, his son Tyler and other rebels infiltrate Apocalypse's Lazarus chamber, only to find it is a trap Apocalypse set to acquire their time travel technology. That specific cube comes back in this episode, and I think it is going to be very important this season.

Cable returns here, but I feel the Apocalypse of it all might be why we are seeing this shot. Apocalypse could be the "he" Cable warns about. In Grant Morrison's comics it is Cassandra Nova who is behind the E is for Extinction attack on Genosha, but Cable specifically says he. The titles also add back Storm fighting Callisto in front of the Morlocks from season 1 episode 5, presumably because Callisto dies this episode, plus a new shot of Gambit and Nightcrawler fighting side by side, Gambit with sabers in each hand.

Trish Tilby's report exposes Scott and Jean's distance

Trish Tilby is a longtime TV reporter who first appeared in X-Factor number 7 in 1986 and cameoed in the season 5 episode Graduation Day. She sits down with Beast and makes him blush by calling him a renowned scientist. We see a photo of the original X-Men in their costumes from their first comic appearance in 1963, including the adorable cloud version of Bobby Drake. Jubilee joins in, saying classes include big death machines and vampire dinosaurs, meaning Sentinels in the Danger Room and Sauron, Dr Karl Lykos from the Savage Land episodes, a pteranodon mutant who is an energy vampire.

Morph and Wolverine shoot hoops outside the school, while Jubilee and Roberto appear to be tuned in to the same TV program with the guy in the red letterman jacket from the Fire Made Flesh episode. Notice how Trish's b roll catches sad private moments, including Scott and Jean shown from multiple angles with their backs to each other over morning coffee. Jean's hair is back in a ponytail because she does not want any confusion over whether she is Jean or Madelyne.

Larry Houston, an X-Men director from the 90s era, tweeted that back in season 2 episode 7, Time Fugitives Part One, when Jean scanned Cable's mind, the Jean in his memory had long hair while Jean in continuity wore a ponytail, implying that as far back as 1993 they intended Cable's mother to be Madelyne. Jean even reacted with confusion. Houston clarified that Jean was seeing a memory image, not a snapshot of the future, which is confusing phrasing because Cable is literally from the future.

Genosha joins the UN, but the Xavier statue feels wrong to me

Trish reports that the UN is officially welcoming Genosha as a member. Roberto mentioned this back in the Mojo episode. The X-Men first visited the island in season 1 episode 7, Slave Island, when it was a trap to enslave mutants for labor. After the season 4 Sanctuary arc on Asteroid M, Magneto took control of Genosha as his new mutant colony, and in the season 5 finale, Graduation Day, he led a rebellion from there against humanity until the attack on Charles led him to stand down.

On the way, Magneto pointedly tells Gambit that if the new Blackbird malfunctions, he is the only one aboard for whom gravity would be an issue. It is indeed a new jet, since the old one was shot down in episode one. Genosha now has a massive central pyramid flanked by two bronze statues of Magneto and Charles, arms outstretched. They recall the Argonath statues in The Fellowship of the Ring, but where those are stay out poses, these welcome visitors, like the statue of Eärendil in The Rings of Power. It also evokes the Statue of Liberty, based on the Colossus of Rhodes, which was meant to welcome immigrants, and Magneto in the X-Men films has a whole history with that statue.

Still, doesn't it feel a bit wrong for Magneto to use Charles's image? A segregated place of their own is kind of the opposite of what Charles wanted. He wanted true integration, with mutants coexisting in the same neighborhoods and with the same social status as humans. So as happy as this looks, there is a bit of judgment we should have underpinning it. Posters of Magneto are everywhere, and it seems a true safe haven, but not for long.

The young mutants of Genosha are packed with deep cuts

A parrot turns into a girl with bangs the same color as her plumage. I wondered about a metamorph from the Children of the Atom storyline, but her hair never looks like that and she is more introverted. Leech, the power dampening Morlock, returns after Magneto saved the Morlocks earlier this season. Pixie, Megan Gwynn, debuted in 2004 and is known in the Wolverine and the X-Men animated series for insectoid wings and hallucinatory pixie dust. She is the daughter of Mastermind, but she is not known as a teleporter, as she is here.

Glob Herman, from Grant Morrison's New X-Men number 117, is made of translucent pink living wax, and a version of him appeared in X-Men: The Last Stand in 2006. A mutant with purple wings floating across a crosswalk might be a member of the Acolytes, led by Exodus, who appears later. The girl with antlers watering plants is Lin Li, Nature Girl, from Wolverine and the X-Men Volume 2 number 1 in 2014, who was also on the Daily Bugle cover in the premiere. That cover mentioned the Hellfire Gala, which might be what we see here, though it is never explicitly called that. In the 2021 Reign of X comics, the Hellfire Gala is when Krakoa opens its gates for a big party, and a lot goes down, including the murder of Scarlet Witch.

There are smaller details too: a cosmetics ad for nails, scales and horns featuring a woman with long fingernails who reminds me of Lady Deathstrike, a Laser Vision arcade that seems to reference Cyclops, and an ice cream vendor chilling a treat for Leech. I wondered if that was Bobby Drake, but that would be a huge step down for such an important character. Between the vendors, music and Blackbird overhead, they seem to evoke arriving at the Golden City in Black Panther. Instead of hate signs, the crowd holds signs saying mutants matter, welcome X-Men, and Magneto was right, a rallying cry from the comics after Magneto's supposed death, shortly after Genosha was recognized by the UN.

Dr Valerie Cooper is someone I am keeping an eye on

Greeting them is Dr Valerie Cooper from the UN, voiced by Catherine Disher, who voiced Jean Grey in the 90s run. I think she is always around when bad things happen. She could be a form of Mystique, or, given a giant Wild Sentinel attacks this episode, a form of Cassandra Nova, who leads the E is for Extinction Genosha massacre in Grant Morrison's run. Cassandra is Charles Xavier's evil twin, who at the time was set to be the villain in Deadpool 3.

Also back is Madelyne Pryor, which I could not believe I was seeing already, and we learn she earned a spot on Genosha's High Council.

Nightcrawler returns as a faith leader, with the perfect bamf

Nightcrawler is voiced by Adrian Hough, who voiced him in season 4 episode 8, Nightcrawler, and episode 14, Bloodlines, and who played Jean Grey's father in X-Men: The Last Stand. When he teleports, he travels through the Brimstone Dimension, hence the wisps of smoke, and they really nailed the bamf sound effect on every jump. Gambit remembers Kurt's monks from the monastery episode. Kurt is now working with all the faith communities on Genosha as a devout Catholic, a leadership role we also see for him in the Krakoa storyline.

He bamfs Rogue and Gambit to the marketplace, where a bird girl is rightfully freaked out and Pixie whispers behind her hand. They did such a good job making these kids feel authentic, comfortable and grounded, which makes it heartbreaking that they lose it. Leech gives Rogue some side eye, maybe nervous about another energy absorber. Pixie teleports him away, and there is a weird edit where Glob Herman is walking right, then is suddenly at the fountain fist bumping a kid. Everyone gets close to Leech, so he seems better at controlling his powers, though he is sweating.

The tattooed girl in the fountain first reminded me of Loa from New Mutants Volume 2 number 11, but a mutant in an orange cocktail dress at the Gala looks more like Loa, so this girl could be Longstrike, which would make a bit more sense because she has a thing with Slick, who might be to the far right. I am pretty sure that is Slick, since he later perches the exact same way. The aquatic mutant with red goggles who lifts her out might be Rainboy, from X-Men Volume 2 number 171 in 2005.

Rogue's slip, a ten dollar apple and Nightcrawler on love

Rogue says it is just as he said it would be, and when asked if she means the Professor, she awkwardly agrees. She is clearly referring to Magneto but does not want to make Gambit jealous. Nightcrawler describes Genosha as more than a place, a home, which echoes Odin in Thor: Ragnarok saying Asgard is where its people stand, not a place. Gambit notes that apples cost ten dollars, as often happens in smaller countries that import produce, but it also feels like a Lucille Bluth reference. Rogue pays in pink local currency she already had, suggesting Magneto might have given her some.

Later, as Gambit longs for Rogue, Nightcrawler says love is best measured in what we forgive, which definitely hits differently once the episode ends.

Dazzler's new gig and Exodus on the dance floor

A musical performance breaks out with Multiple Man, James Madrox, from the Cold Comfort episode, who was played by Eric Dane in X-Men: The Last Stand. Exodus, part of the Krakoan leadership council in the recent comics, dances while Cipher phases through him, a cool way to show a duet. They step aside to reveal Dazzler, the pop singer who creates light shows and who was a makeup artist in the original Mojovision episode. Mojo said last episode that Dazzler got a new gig, and I assume this is it.

Dazzler also appeared in season 3 episode 14, The Dark Phoenix Part One: Dazzled, where Scott stops the Inner Circle inducting her and Jean gets jealous when he checks on her. So Dazzler seems to show up only when Scott and Jean are having marital conflicts, as they are here. Since I'm crazy, I also choose to believe her new gig could refer to Taylor Swift playing Dazzler in Deadpool and Wolverine. A woman with red star earrings and sunglasses who greets Rogue, I think, is Boom Boom, who shows up at the Gala later.

Jean, Logan and Scott are all drowning in memory

Trish interviews Scott about Marvel Girl, Jean's original 1963 name. Meanwhile Logan finds Jean in the pond, holding back the water and using spheres of it to reflect her memories. She and Scott both recall the same moment in Nevada, after Jean acquired the Phoenix Force, when she removed his ruby quartz glasses and held back his optic blast. It was likely Jean trying to recapture season 1 episode 5, when Leech's dampening let Scott show his eyes and they kissed. Scott calls Jean the hothead who knocked his books out of his hand, which happens in X-Men: Apocalypse, while The Last Stand had Phoenix block Cyclops's blast, the moment they killed off James Marsden.

Logan warns Jean about drowning in the past. I like that she has a foot on him, since Logan is supposed to be short and stocky. They kiss, but Logan turns away, knowing Scott and Jean belong together. If anyone understands Jean, it is Logan, who discovered in season 4 episode 16, Weapon X, Lies and Videotape, that he had false memories. Trish asks about baby Nathan from hospital records, reminding Scott that the doctor refused to deliver the baby and called him a freak. Scott rightfully snaps, tells Trish that humanity is ungrateful for their sacrifice, and storms out.

Genosha's council resembles Krakoa's, and Moira's seat could be very important

The council includes Magneto, Madelyne, Sebastian Shaw and Emma Frost of the Hellfire Club, Callisto, Moira MacTaggert and Banshee. Krakoa was also run by a Quiet Council of different mutant factions, including Emma Frost, Sebastian Shaw, Magneto, Exodus, Jean Grey and Nightcrawler.

Moira's seat is very important if Krakoa inspired this, because in the comics Moira is a mutant who is reborn after death with all her memories, which is how she worked with Charles to create Krakoa. Her son Proteus, Kevin MacTaggert, who appeared in the animated series before, is a member of The Five, who along with Egg and Goldballs resurrect mutants after death.

Magneto invokes Moses as Madelyne invades Scott and Jean's link

Magneto is reluctant to lead as Chancellor and recalls Charles pitching his dream at a bar in Germany when they were young. Madelyne calls him Magnus. He alludes to Moses in the book of Exodus, who led the Hebrews to the promised land while God made them wander a generation so none of the old generation could enter. That is an important theme in Judeo Christian belief: each generation should give its children a better world. It is interesting given we saw Jean walk through the lake at the mansion like Moses parting the Red Sea. Magneto proposes Rogue rule at his side as queen and describes her power as empathy.

Then Jean asks Scott about baby Nathan, describing big brown eyes and wild rust colored hair, and all seems fixed until the real Jean shouts at the invader. It was Madelyne reconnecting with Scott through the psychic rapport Jean described to Logan, now a three way call. Jean reminds Scott she turned down galaxies as Phoenix. Scott suggests that since Jean struggles with her memories, her love might be just a feeling not rooted in history, a fascinating question of whether love can exist without shared history. Jean talks about Madelyne like a tumor. In the comics Scott and Emma had a psychic affair in a very similar manner, and later Emma says "mind drift indeed", so I think Emma knows exactly what is happening.

Rogue's backstory with Magneto, and the Queen of Hearts

Rogue tells Remy about Magneto. Season 2 episode 9, A Rogue's Tale, showed her father disowning her and the woman she knew as her mother being Mystique in disguise. In the comics Rogue was a member of Magneto's Brotherhood of Mutants before joining the X-Men. Rogue and Nightcrawler both have Mystique as a mother, though in Nightcrawler's case recent comics make Mystique more like his father.

In the library Rogue carries Magneto's book titled Savage Land, Savage Hearts, which seems inspired by season 3 episodes 12 and 13, Savage Land, Strange Heart. This flashback would predate the X-Men knowing about the Savage Land, but Magneto had likely been going there for years to create his mutates. Rogue explains his electromagnetism let them touch, and the argument is framed with fireplace flames in the foreground, both hearts burning while Rogue cannot feel it. Gambit asks if she will accept the offer while holding the Queen of Hearts, the card he dropped on learning about the two of them.

The Watcher's cameo links X-Men '97 to the wider multiverse

At the Gala, in the night sky, is Uatu the Watcher. He looks somewhat different from his What If appearance, but it is definitely him. He made a brief cameo in season 3 episode 16, Dark Phoenix Part 3, noticing Jean leaving Earth, so he has been tracking the X-Men a while. He also appeared in I Am Groot season 2 alongside Baby Groot as seen in Guardians Volume 2, so the Watcher really is the link to everything, and this cameo directly ties X-Men '97 to the same multiverse as the MCU. At the time, Marvel had teased comics to read for the Fantastic Four film, including the Galactus arc that begins with the Watcher warning the team, suggesting we might see a live action Jeffrey Wright Watcher there, and I thought he would show up.

Why is he here? I think it is incredibly important that he is looking at every single thing that happens this night to figure out exactly when the nexus moment happened, because everyone at the party is distracted dancing.

Azazel, Squidboy and a corpse flower full of omens

Dancing with Dazzler and Nightcrawler is Azazel, originally Nightcrawler's father until a 2023 retcon made Kurt the child of Mystique and Destiny, with Mystique shapeshifting into a male form with traits of Baron Christian Wagner and Azazel. Apparently Chris Claremont considered this in the 1980s but could not do it. Archangel cameos, as does Squidboy in a tuxedo.

The flora behind Gambit at the bar looks like the corpse flower, which blooms for only two to three days every couple of years and smells awful, hence the name. I think we are looking at a lot of clues pointing to doom and death on Genosha. I have argued before that whenever a seemingly perfect utopia appears on screen, writers treat it like a Tower of Babel they must destroy as soon as possible.

Madelyne's vision comes true as Cable arrives too late

Rogue's party is set to Ace of Base's Happy Nation, the same song from Madelyne's vision in Jean's mind, where a dust person apologizes and says not again. That voice is Cable's, who says the same thing later, so Madelyne was foreseeing this moment through a telepathic link with her son. Rogue's red dress comes from X-Men number 4, the issue with the infamous basketball scene referenced in the opening titles. Magneto shoves his drink into Cooper's hand, and keep an eye on Cooper. Rogue and Magneto both levitate, so their hands are framed with Gambit crushed between them; the man who cannot fly is left out of the dance.

Madelyne is hit by a psychic blast colored pink, then partly blue. My colleague Evan observed this could be Nathan Summers coded blue versus Rachel Summers coded pink, reaching through their ancestry. She sees the desert from episode one and the giant face of Master Mold, which I now read as the source of the Wild Sentinel, plus rats, which I feel we will return to. Her nosebleed, I think, is her fighting the vision. Outside she moves from pink light to teal, and with a blue firework comes her son, Cable, voiced by Chris Potter, all grown up after being cured of his techno organic virus. He passes Marrow, from the missing poster in the premiere.

The fireworks are pink, blue and yellow, but Cable sees green, because those are deadly explosions, and the partygoers do not notice until too late, probably by design. Cable tells his mother to get everyone out, that he is coming, and his temporal cube activates as he says not again. I think he means Apocalypse, who stole that tech in Beyond Good and Evil, though they added circuitry to make the cube look more technological and less cosmic since the MCU's Tesseract. Madelyne recognizes his brown eyes, now glowing blue, maybe from the psychic message she left in baby Nathan's brain, whose last word was remember.

My theory: Bastion was hiding in plain sight

My theory is that the attack is a historically significant nexus point for all mutantkind, a long lost true crime case the Watcher is trying to reconstruct. In the comics Cassandra Nova weaponizes Master Mold in Ecuador to kill 16 million mutants. Here it could be someone else, because Cable said he. Maybe Apocalypse, who wanted to kill mutants and humans alike. Or Bastion, because I have to correct last week: in the photo of Dr Adler with Forge, I missed another figure. That is Bastion, from Uncanny X-Men 333 in 1996, a combination of Master Mold and Nimrod, an advanced future Sentinel sent back through the Siege Perilous. He is tied to Operation Zero Tolerance and Graydon Creed's campaign.

Familiar words: another form of Mystique, and tolerance, with the final three episodes titled Tolerance Is Extinction. So maybe a mix of Zero Tolerance and E is for Extinction. Forge must have worked with Dr Adler, Mystique, on mutant containment tech, helped by Bastion. I think Cooper might have let the UN induct Genosha knowing the attack would happen, whether she is Mystique, implying Magneto might be in on it, or Cassandra, implying Charles has a role in stopping it. Maybe Cable's he is a dark Charles. When Magneto enters the Gala and looks up, someone passing in the foreground has Bastion's haircut. Between that and the Forge photo, these animators are dropping major clues that Bastion is behind this.

I think Cable traveled back to stop this, was too late, and will try again. At the time of writing, I expected the only way past it to be a time travel story with Cable, Forge, Bishop, Storm, Bastion and others looping back to this night to stop the massacre or make sure it happens, and that being the war of the final three episodes. The comics' Hellfire Gala was famous for a minute by minute breakdown with distracted attendees, and I expected the season to loop back on precisely who was there and who was not when every head turned to Magneto and Rogue. The rift opens, Cable is pulled back, and his apology is the voice Madelyne heard.

The Wild Sentinel turns the Gala into a massacre

We experience the blast from Rogue's point of view as sound cuts in and out amid smoke, embers and screaming. There have been comparisons to 9/11, clearly designed into the storyboards, but people who worked on the show also cited the Tulsa Race Massacre, seen in the opening of HBO's Watchmen, and I think there might be other Watchmen parallels. The attacker is a Wild Sentinel, a giant three headed insectoid kaiju, the form it takes in E is for Extinction, but who sent it remains a mystery.

Banshee and Marrow are vaporized just as Banshee urges people to the gardens, Nightcrawler bamfs Rogue to safety, and Rogue, gloveless, cannot check his pulse, so Gambit does. He also tells her she is alive, as if reassuring her there is still work to do. Magneto asks how many are dead, and Gambit says so many. The episode asks repeatedly but never gives a count, maybe because 16 million is too astronomically high for Disney+, or maybe they did not want this to be exactly E is for Extinction. We see the bodies of Sebastian Shaw, Dazzler, Squidboy and Callisto, and I think we see Callisto's death. The Sentinel drops rows of Sentinels, and as Cooper waves mutants to the gardens they are vaporized like the victims in Steven Spielberg's War of the Worlds; I believe the laser sound might be sampled from that film's tripods.

Magneto's Holocaust trauma powers the train

Magneto says they shall not live wondering if they could have saved more, which, knowing his past, recalls Oskar Schindler in Schindler's List. Gambit goes full Akira on a motorcycle through the Sentinels. Magneto's electromagnetic bubble collides with the statue of Charles and crushes a group of mutants. He spirals, flashing to himself with his hand on barbed wire being led into Auschwitz with his parents wearing yellow stars, tears on young Erik's face.

He then whips the Sentinels with a train. Going from his own Holocaust trauma, vowing vengeance, to using a train is powerful symbolism, because many victims were transported to the camps in train cars. Below, the Morlocks wait, including Scaleface, Ape, Tommy, Leech and Masque. Leech optimistically believes Callisto will find them, and if not, maybe Magneto, but it is Gambit who saves them with the theme music pumping. The Sentinel declares an Omega threat as it did with Storm, now meaning Magneto, who protects the Morlocks and tells Leech in German not to be afraid. There is also a quick cameo by Beau DeMayo, the showrunner, who was abruptly fired by Marvel the week of the premiere for reasons we still did not really know.

Gambit's final gamble

Gambit and Rogue joked through the battle, but now we see the purpose: Gambit's gambling talk draws the Sentinel's attention so he can impale himself on its appendage, charge it and turn the whole thing into an explosive, the only way to bring it down. His final words are the episode's title, and he blows it up. It is worth remembering Charles's words to Gambit in season 5: "how often must the scoundrel prove himself the hero before he believes it himself."

The X-Men at the mansion follow it on TV, desperate to know how many died, the way most of us experienced 9/11. Survivors find Rogue sobbing over Gambit, finally able to touch his bare skin, and he will never know she chose him. The ultimate tragedy is that when she can finally touch him, there is no heartbeat to feel. Her line that she cannot feel him echoes Wanda to Vision in WandaVision, and recalls Storm unable to feel the breeze. "It's an absolute gut punch of an episode."

Cassandra Nova remains a top suspect, but Magneto could be staging a false flag

Cassandra Nova remains a top suspect, since in the comics she uses the Ecuador Master Mold to produce the Wild Sentinel and Bolivar Trask to deploy it. But this season has reassigned comic villains, such as Cable's techno organic virus coming from Mister Sinister instead of Apocalypse, so they could make Apocalypse responsible for Genosha's fall.

There is also a chance Magneto orchestrated this as a false flag attack to martyr himself. There were Ozymandias references in episode one, plus the Egyptian pyramid and the Colossus style twin statues. Magneto cast himself as a reluctant leader and now a martyr, crashing into Charles's statue while leaving his own merely headless. It could point to Magneto as a Watchmen Ozymandias figure, orchestrating mass carnage with every camera on it to unite the planet against a shared enemy. "It would be a pretty insane twist but it's something I would not put past this version of Magneto."

So who do you think sent the Wild Sentinel: Cassandra Nova, Apocalypse, Bastion, or Magneto himself?