X-Men '97 Episode 7 Breakdown: Bastion Has Been Hiding in Plain Sight All Season

X-Men '97 episode 7, Bright Eyes, confirmed that our sighting of Bastion in the Genosha massacre episode was right on the money. The villain voiced by Theo James, whom I'll call the one eyed, one horned flying purple people eater, is the Bastion behind it all, and he has been showing up nearly every episode this season. Below I go through the episode for the Easter eggs, the cameos and the animation details you might have missed. I also lay out my theory for how Cable's childhood connects to Bastion's master plan.

The opening credits add Nightcrawler, and the title points to Rogue and Cable

For the first time, the opening credits were not updated with any new shots we had not seen in past weeks. There was one change I didn't point out last week, though. Now that Nightcrawler has his own title card, he has also been added to the shot of all the X-Men running across the mansion lawn.

The episode is titled Bright Eyes, a phrase Rogue often says throughout the '90s run. It also applies to the bright eye of Cable, who reunites with his father here. One of the episode's co-writers, JB, is a friend of ours, so congratulations, JB. I promise JB did not tell us where any of the Easter eggs are and won't tell us how the season ends.

Gambit's funeral brings his past, and Aurora, to the graveside

We open on the rainy funeral for Remy LeBeau, Gambit. Many of the grave sites in the background are above ground, because New Orleans is below sea level and people have to be buried in plots above ground like this. This funeral ends with Remy's coffin being lowered into the earth, though, so I assume that was added for dramatic weight. Scott, Hank, Logan and Morph are pallbearers while Jean, Jubilee and Roberto look on. Nightcrawler, as the most religious of the group and the leader of the new mutant faith outreach on what was Genosha, presides over the ceremony.

Also in attendance are Gambit's brother, his ex fiancée Bella Donna Boudreaux, and Pierre. These three appeared in season 2 episode 6 of the '90s run, which explored Gambit's past with the centuries old Thieves Guild and its war with the Assassins Guild. On the other side of Gambit's brother, the woman with the white streak in her hair is confirmed to be Aurora from the Canadian group Alpha Flight. She is known for having a history with Wolverine, not with Gambit or the guilds. I did catch that Logan is often looking off to the side during the funeral, as if he is avoiding eye contact with her, which is interesting.

Nightcrawler builds his eulogy around poker analogies and references, which is so fitting for Remy. It is just so sad to see Nightcrawler wipe away a tear in the rain.

Rogue storms Fort Ballard and threatens Thunderbolt Ross

Meanwhile, Rogue flies through the desert past a few Joshua trees, which grow only in the southwestern United States and northern Mexico, confined mostly to the Mojave Desert. The base she hits is called Fort Ballard, which co-writer JB obviously just named after himself. Good for you, JB. When one soldier yells what's going on, man, I kind of feel like that is a nod to Bill Paxton's Private Hudson from Aliens.

Rogue gets shot in the back and somersaults, and we get a close up of her eye with her brow wrinkling in rage for a single frame. Then we linger on her boot slamming down, which is an ode to Rogue's entrance and downward kick in X-Men vs. Street Fighter or Marvel vs. Capcom 2.

Inside is four star General Thaddeus Ross, who reminds everyone they are standing in the place built to hold the Hulk. His voice actor is Michael Patrick McGill, and it sounds like he is doing a take on William Hurt's version of the character from 2008's The Incredible Hulk, as well as Civil War, Infinity War and Black Widow. After William Hurt's passing, the part was set to be played by Harrison Ford, with Ross as president in Captain America: Brave New World.

In the '90s X-Men run, the Hulk was one Marvel superhero who could never appear, and the show wasn't allowed to mention him. In season 4 episode 1, The Juggernaut Returns, we do see a robot Hulk in the Danger Room, described only as a large green Neanderthal robot, but this line establishes that the Hulk was around in this universe as early as 1997. The circular structure Rogue crashes through the ceiling with is likely the Hulk containment cell, similar to the one S.H.I.E.L.D. had on the helicarrier in the 2012 Avengers film and the cell where Emil Blonsky's Abomination was kept in She-Hulk. Since it would be indestructible and reinforced, Rogue smartly uses it to break through the base's walls and threaten Ross.

President Kelly, the missing Val Cooper and a real life namesake

Scott Summers chats with a hologram of President Robert Kelly, formerly Senator Kelly, who was sworn in as president in the season 2 premiere. One of his first acts was to pardon Beast, much to the chagrin of the Friends of Humanity, who now view him as a traitor to their cause. Kelly followed an unnamed female president, and '90s era showrunner Julia Lewald recently tweeted that in her mind that president was named Margaret Jean Louise Avery. Margaret was named after Margaret Loesch, head of Fox Kids at the time, and Avery after the head of broadcast standards and practices at Fox Kids. Both women were essential to the show's existence and popularity. Jean Louise, I presume, was named after Scout Finch from Harper Lee's To Kill a Mockingbird.

Scott asks about Val Cooper, and rescuers still haven't located her. I knew we couldn't trust Cooper. The theory that she was actually Mystique in disguise, helping Bastion, Sinister and Trask attack Genosha, is looking even more likely.

Kelly points to news broadcasts, including WHiH, the MCU's news service. One shot shows a young female mutant with blue ribbons mourning in the rubble beside the head of the Magneto statue, and the shape of that rubble pile definitely evokes Ground Zero after the World Trade Center attack, where the US flag was hung and President Bush rallied first responders with a loudspeaker. When Kelly calls helping mutants unfortunate optics, the term is doubly cruel because he is framed inside Cyclops's ruby quartz lens, stinging Scott with a reminder that his mutation left him with literally unfortunate optics.

Scott tells Jean he was caught off guard, but never again, echoing Magneto's words to the UN and his tragic past with the Holocaust. Then he says to go remind the world that "times like these are when dreaming matters most." It is such a beautiful line. I'm also obligated to remind you that according to Multiverse of Madness, dreaming in the MCU is when we peer into the lives of ourselves in another reality, so these characters are literally looking out of this universe, and that might be the only way out.

The ruins of Genosha show who survived

In the ruins we see Barbarus, one of Magneto's mutates from the Savage Land arc in season 2, Blob carrying a beam, and the heads of the Magneto statues and the Charles Xavier statue. The Xavier head is cleanly split down the middle, almost as if to say Charles's mind is open now that his vision last episode told him his children of the atom were no longer drinking wine, dancing and making love. Duplicates of Multiple Man carry supplies while Angel Salvadore flies food in to the food tent, where she is greeted by the two young mutants we briefly saw by the fountain in episode 5. I'm happy to see they survived, along with the parrot metamorph girl, but not Leech.

Beast quotes Mr. Rogers: look for the helpers, you will always find people who are helping. Fred Rogers said this was something his mother told him, and he first used it in his 1983 book Mister Rogers Talks with Parents. It came back up in a Boston Globe piece after 9/11 about what to tell our children.

Beast talks with Amelia Voght, a member of the Acolytes from Sanctuary parts 1 and 2 and a few other episodes, who can turn matter and herself into vapour. She has been running medical triage, where Savage Land mutates including Amphibius and Lupo carry a stretcher and Brainchild checks vitals. Directing people in the background is the winged mutant resistance member Mimic, Calvin Rankin, from One Man's Worth part 1. One survivor she treats is the antlered nature girl we saw watering plants in episode 5. When Amelia speaks of a survivor fresh off the belt, it refers to the never ending conveyor belt of injured survivors, but it might also refer to amputations she may have had to use a belt for.

Captain America returns in the modern era

Rogue lands in front of a snowy mountain cabin with a World War II era motorcycle out front bearing plates that reference Avengers Annual number 10, Rogue's first appearance in Marvel Comics. Then Captain America lands in the snow and tells her to stand down. Cap appeared in the '90s run in a brief cameo in the Red Dawn episode and in a World War II flashback with Wolverine in season 5 episode 7, Old Soldiers. This is the first time we have seen him in the modern era. He is voiced by Josh Keaton, who also voices Steve Rogers in What If and recently voiced Agent Spider in Invincible season 2.

I love how they kept the hum of the vibranium shield, and the music seems at least inspired by the Captain America: The First Avenger theme. It's hard to tell if it's just the shading, but Cap's shield might have some scratches or wear around the centre, which could have come from fights with Black Panther and his vibranium claws or Wolverine and his adamantium claws.

Cap takes Rogue down into a government base beneath the cabin, which he accesses by dialling the radio to a specific frequency, a really interesting detail that comes back later. The tech down there looks like early Cold War era design, similar to what Steve and Natasha find beneath Camp Lehigh in Captain America: The Winter Soldier, where Arnim Zola's AI was left in the servers. On circular screens Rogue finds the letters OZT, which stand for Operation Zero Tolerance, the anti mutant organisation led by Bastion in the comics from 1997.

Cap refuses to strike at Rogue because he has colours to represent, but she gets petty. She throws his shield so far it becomes a little twinkle on the mountainside, like Team Rocket blasting off in Pokémon. "It's such a Biff move."

Beau DeMayo confirmed Bastion appears in almost every episode

We spotted Bastion in the foreground of the Genosha gala in episode 5, and in episode 4 he appeared at the edge of a photo with Forge and Dr. Adler, who was Mystique in disguise. So Bastion has been here the whole time. Former showrunner Beau DeMayo confirmed that Bastion has been appearing in every episode this season except episode 3, in a Twitter thread of people who went back to find him.

In episode 1, when Jean, Madelyne at the time, reads Gyrich's mind, she briefly sees a child drawing with a purple and yellow crayon, Bastion's colours, and DeMayo confirmed that was the sighting. It would be from Bastion's youth, when he came through a portal from the future as an amnesiac human and was raised in a false childhood by Rose Gilberti. In episode 2, Bastion sits in plain sight among world leaders at the UN, right beside Val Cooper. That seems to confirm Cooper is part of this conspiracy, and she was even wearing Bastion's colours when she stepped off the helicopter in episode 1.

DeMayo called episode 6 a "sort of" cameo. I assume that was the shot of Nimrod and Master Mold added to the opening credits, or maybe when Professor X's globe burst into purple flame on the astral plane. Bastion is a combination of Nimrod, an advanced Sentinel from the future who appeared in the '90s series time travel arcs, and Master Mold, the giant Sentinel printing machine, and we see the moment they merge in the opening titles of this episode and the last one.

My theory for the endgame: Operation Zero Tolerance meets E is for Extinction

When this episode aired in April 2024, three episodes remained, forming an arc called Tolerance Is Extinction, words Henry Gyrich spoke back in episode 1. My read was that the season's endgame combines the 1997 Operation Zero Tolerance storyline with Bastion and the 2001 E is for Extinction storyline with Cassandra Nova. President Kelly mentioned a successor less kind to mutants, and I thought the final three episodes would show the presidential campaign of Graydon Creed from the Operation Zero Tolerance storyline.

My theory was that following the attack on Genosha, which I'm pretty sure now Bastion himself staged with Bolivar Trask, and using operatives like Val Cooper, who might be Mystique, Bastion has created a narrative where mutants are victimised. Then, if Gyrich and Creed get assassinated, society will blame mutants for retaliation, most likely Rogue given the state she is in. Bastion's OZT would surge in popularity, justifying his use of Prime Sentinels and Sentinel nanobots to turn humans into Sentinels, the way Trask was in this episode. The fact that Bastion comes from the future as Nimrod and has been planting seeds throughout history will make him particularly difficult to eradicate.

Sunspot, Trish Tilby and the grief after Genosha

Back on Genosha, where we also see Strong Guy from X-Factor, Roberto and Jubilee debate whether he should come out to his mom, saying that if their parents had learned from the news that they were dead and that they were mutants, it would have been terrible. DeMayo did say that in addition to 9/11, the Genosha massacre was inspired in part by the Pulse nightclub shooting in Orlando in 2016. As a reminder, DeMayo was abruptly fired before the season premiered, and at the time we still didn't really know why.

Beast shows Trish Tilby the memorial, where the parrot metamorph mutant from episode 5 lights a candle for Leech and Callisto, and she really breaks down sobbing. DeMayo confirmed that both Callisto and Leech died, but Leech being at Magneto's side at the moment of impact is supposedly how Magneto survived the blast. I guess Leech either absorbed some of his powers, Magneto transferred some of his life force to him, or Leech absorbed power from the Wild Sentinel. Our contacts on the show confirmed the parrot metamorph mutant is an original character.

Beast quotes Dr. Martin Luther King Jr., that riots are the language of the unheard, and Trish says that if mutants smash windows the public won't sympathise. Beast bristles and says maybe they shouldn't have begged for tolerance. We are seeing how this plays directly into Bastion's plan.

Rogue finds Gyrich in Mexico City

Rogue finds Gyrich in a Mexico City mansion with armed guards, which reminds me of the scene in Sicario where Benicio del Toro finds the cartel head safe in his mansion, because the CIA and other governments have a history of letting cartel leaders enjoy legal immunity from their homes. Gyrich observes butterflies, beetles and other insects, kind of like Buffalo Bill in The Silence of the Lambs. Our in house science nerd Berg pointed out that butterflies and beetles offer many examples of how fast species can evolve based on environmental pressure and niche adaptation. The opera playing is, fittingly, Puccini's Madama Butterfly, Act 2, Un bel dì vedremo.

Rogue absorbs Gyrich's life energy, nearly killing him, and it gives her a brief vision of Bastion followed by one of Nimrod. Then one of the butterflies in the broken jar lightly flaps its broken wings. I think this represents Magneto, an experiment's test subject thought to be dead but actually clinging to life. Rogue blacks out, and the next time we see her Nightcrawler finds her in an alley. We did confirm there was a deleted sequence showing Rogue's mental breakdown while connected to Gyrich's brain, leading to her crash in the alley, but it isn't in the episode, so we have to assume she blacked out.

Jean's visions and Emma Frost's diamond form

Back on Genosha, Jean has psychic visions of Dazzler's final moments, rubble falling on Emma Frost and Sebastian Shaw, and Squidboy's crushed tuxedo. We finally get an answer to why Madelyne saw rats in episode 5: they are the rats scurrying through the rubble looking for corpses to feast on. Jean is framed in broken glass with seven other reflections of herself, maybe a visual clue that alternate timelines are what they will explore with Cable to undo this mess. She also reminds us of her past sacrifices from the '90s run: the shuttle crash, sacrificing herself to the sun, and Dark Phoenix.

Jean senses another telepath, which Scott assumes is Madelyne, but it is Emma Frost. Beast notes that diamond transmutation has never been one of Emma's abilities, perhaps a dormant mutation triggered by duress. We never saw Emma take diamond form in the '90s run, but in the comics it is triggered by an attack on Genosha. Scott lifts his visor slightly to hold his nose as he sobs, risking his optic blast, which shows how emotional he is. Jean wipes his tear and he smiles slightly, but Morph calls them back to the Blackbird, depriving them of the moment.

Roberto comes out to his mother and the X-Men regroup

Jubilee and Roberto head to the da Costa family home, where they greet the family butler, and I love the edit on Jubilee there. His mom seems to accept his mutant status, but she immediately disappoints us by saying they need to keep him in the closet publicly so shareholders won't get rattled. This was 1997, a time when don't ask, don't tell was considered a good idea.

Nightcrawler wakes Rogue in Mexico City, where an ofrenda is set up, so this must be around Día de los Muertos at the end of October. If the next three episodes take place over a week, we might be in an election year with election day around the corner. Graydon Creed hadn't been mentioned yet this season, but the reason Kelly is nervous about polls could be an election a couple of weeks away. Nightcrawler reminds us that he and Rogue are technically siblings through Mystique, Rogue's mother figure and, as of the recent X-Men Blue retcon of his parentage to Mystique and Destiny, technically Nightcrawler's biological father. The other X-Men are there, and Wolverine and Morph posing on the steps like that is completely ridiculous, and I love it.

Bastion's purple people eater song and a radio theory

Bastion finds Gyrich in his home and adjusts the radio so we hear Sheb Wooley's The Purple People Eater, a very silly novelty song from 1958 about a one eyed, one horned flying purple people eater that came to Earth to join a rock and roll band. It recently came up in Jordan Peele's Nope, when the eccentric cinematographer recited the lyrics while preparing to capture the creature. I think Bastion loves the song because he is rocking the purple colours and considers himself a godly figure who came down to Earth in this time to rule it. Either way, his singing it is very creepy.

He brings up the music by adjusting a radio, the same way Steve Rogers accessed the OZT base. Maybe there is something deeper here, like how Bastion dials through time. "I don't know I might be reaching there."

Madripoor and Horizon Labs are surrounded by Marvel weapons makers

The X-Men head to Madripoor, which you have seen in live action in The Falcon and the Winter Soldier, a corner of the Marvel world with an upper level of rich criminals and a lower level of seedier ones. Now it seems a thriving metropolis where arms dealers and companies set up, maybe to escape United States regulation, and that seems to be what Horizon is doing. The billboards mirror the Times Square ones from episode 1: Vistacorp, a company Scott Lang used to work for; Yashida, tied to the Silver Samurai; and a space shuttle that might be the one tied to the Dark Phoenix storyline, at least in the movie.

The building's neon sign I believe translates to Horizon Labs, and the sleeping guards wear hats reading Horizon in English. Horizon Labs is a leading technology company from The Amazing Spider-Man comics, alongside Oscorp, that produces the spider armour. The building sits between Roxxon, the recurring energy conglomerate from Marvel films, and Hammer, Justin Hammer's weapons manufacturer from Iron Man 2. In terms of weapons manufacturers, "this is like murderer row."

Morph gets a diet version of the juice drink from the bottling plant Bruce Banner worked at in the 2008 Incredible Hulk, the one he bled into and that Stan Lee later drank. One of those bottles showed up in the first Deadpool and Wolverine trailer. When Morph opens it, it has a pull tab, maybe because it was canned in Brazil, or because they stocked up long before 1997 so the secret entrance would always work.

Bolivar Trask becomes a human Sentinel

The X-Men pass Prime Sentinels, and Beast later observes the tech is light years beyond anything they have, telling us Bastion got it from the Nimrod side of himself from the future. In the background we hear Trask's old audio logs about the Mark 1, the name given to the first generation Sentinels from X-Men number 14 in 1965, so Trask is listening to them in a state of regret. Asimov's law refers to Isaac Asimov's three laws of robotics, the first being that a robot may not injure a human being or, through inaction, allow a human being to come to harm. We have to wonder if Trask got around this by programming Sentinels to see mutants as not technically human.

Morph calls Trask a poor man's Oppenheimer, and Trask says now I am become death. If you saw Christopher Nolan's Oppenheimer, you know the origin: J. Robert Oppenheimer and Jean Tatlock reading the Bhagavad Gita, and the passage haunted Oppenheimer after he led the Manhattan Project. Trask feels the same about Sentinel tech. He thought he was doing right but knew it would get blood on his hands, and what really frightened him was the future it would lead to.

Rogue drops Trask planning to murder him, and I like how Wolverine reacts, very in character, retracting his claws and admitting they all wanted to do it. But Trask floats back up and wallops Rogue, revealing he has become an android human Sentinel. We don't see them, but I'm pretty sure he has been infected with Nano Sentinels, the Sentinel nanites Cassandra Nova uses in the comics after her Master Mold Wild Sentinel attacks Genosha. There, it is later found she secretly released the nanites into the air, infecting X-Men whenever her blood was spilled on them, which Beast discovers in New X-Men 119. This series seems to be reassigning everything Cassandra Nova did to Bastion, and Trask was his first step in turning a weak human into a Sentinel android.

Trask levels the floor, and Nightcrawler catches Rogue's unconscious body and wraps his tail around her, which I love. As they fall there are more signs: Stark Industries, an off brand Coke from an Iron Man comic, the da Costa family company, and a billboard reading a grand return to the stage, which I'm betting was an ad for Dazzler's tour. Jean telekinetically throws the top half of the Horizon building into the bay. Morph turns into Quicksilver, but the punches have no effect. DeMayo said Morph can gain people's mutant abilities as long as they are physical, so he couldn't become Jean or Charles and gain their telepathy.

Cable returns, and how I think he connects to the Nano Sentinels

Trask nearly kills Scott, but Scott is saved by an electromagnetic cluster grenade from his son, Cable. I like how we see him piece by piece before his face, the bionic arm, the utility belt, then the eyes, because that is how Scott would take him in. Jean's telepathy gets triggered, and I love that Cable is so sensitive to the message Madelyne left in his head as a baby that he can tell the difference between her signature and Jean's. He warns that Sinister is working for someone worse, and if the X-Men don't stop him there won't be much of a future worth living in.

Here is how I think Cable connects. I believe the techno organic virus Sinister gave baby Nathan Summers was the first step toward these Nano Sentinels, whether Sinister knew it or was following Bastion's recipe. When Forge cured baby Nathan in the future with Bishop, he didn't realise he was helping the nanites learn from this mutant's DNA, which combined the Summers bloodline from Corsair and the Grey bloodline going back to the ancestor of Jean's that Nathaniel Essex experimented on in 19th century England. I don't think Forge knew what he was doing, but he played a role, as did Dr. Adler, and it was all Bastion's plan. Those nanites from Cable became Bastion's Nano Sentinels, at least that's my theory.

Bastion reveals he has Magneto

Cable's bionic eye glares, and we cut to Sinister and Bastion, who calls Trask a rough draft whose fight with the X-Men gave him tactical data for his real masterpiece. He calls Sinister a villain of old who has failed to stop the X-Men since 1992. Sinister says Bastion was one of those villains once, which I found interesting because it acknowledges Bastion began as Nimrod from the '90s series, but Bastion says he evolved when Nimrod merged with Master Mold. He also says he repaired the satellite used to connect with the Shi'ar, realising Charles is still alive, and so is another.

Bastion was at Genosha the night of the gala, which must be how he recovered Magneto. He keeps Magneto in an old barber shop and plays The Purple People Eater on the jukebox, and I believe we hear Alvin and the Chipmunks, who joined many covers of it. Bastion tells Magnus that heat softens things and makes the skin pliable. I think he is talking about raising the temperature of the war between mutantkind and humankind, using political tension until someone is assassinated, then using that crisis to raise the heat further with OZT. It is the ultimate cruelty that he shaves Magneto with a metal straight razor while the power dampening collar leaves Magneto unable to do the simple thing that would free him.

Remember that photo in Forge's home of Forge, Dr. Adler and Bastion. Adler developed the power dampening collar, and now it seems Bastion was behind that too. Cable is clearly from the future Nimrod came from, and Bastion is the he Cable meant when he said he's coming. But Bastion isn't coming. According to Forge's photo, he has already been there for decades, placing the dominoes to develop Nano Sentinels and gain government backing through OZT. Stopping him would mean undoing much of the history these characters have lived through, and I don't think that will be an easy choice.

Would you undo the timeline to stop Bastion, knowing it could erase so much of what these X-Men have lived through?