Gyrich's appearance in this episode is unlike his previous appearances, almost looking completely different.
(after rough landing using Jean's force field)
Wolverine: (groans) Couldn't we have just painted the plane or something?
Cyclops: Hey tough guy. I thought you liked getting knocked around.
Wolverine: I prefer to do the knocking..
Jubilee: Can he ever come back?
Xavier: Perhaps not in body my children, but my spirit will remain among you, where it was always meant to be.
Xavier: Cyclops; Were I your father, I would tell you that no truer son could ever be. I am proud, proud of you all, my X-Men.
Beast: Is there anything I can do, Charles?
Xavier: The friends thou hast, and their adoption tried, grapple them to thy soul with hoops of steel.
Xavier: Jean, first in my heart. Your courage allowed you to see things no other human ever has, yet remain the same innocent child I met so very long ago.
Xavier: Rogue; unable to touch, yet look around you. You will find that you have touched us all.
Xavier: Wolverine; Loner: you have found a family. Wild savage: you have found dignity. Cynic: you have found faith.
Xavier: Storm, my beautiful Storm. Mighty as a hurricane; gentle as a summer rain.
Xavier: Jubilee; You are the future. When I look at your face, I see hope.
Xavier: Gambit, how often must the scoundrel prove himself a hero, before he believes it himself.
Xavier: Morph, it's nice to see you home. In facing your fears, you have proven yourself truly an X-Man.
Xavier: Hello, Magnus. Surely you have more impressing business than nursing an old friend.
Magneto: Nothing more important.
Xavier: Thank you. It seems I have quite an audience. Thank you all. I'm grateful to have the chance, to say goodbye.
Jean Grey: How much do you love Charles Xavier?
Magneto: How dare you ask me such a question! He was my only equal. I owe him my life!
Jean Grey: What would you do if you knew you were the only one on Earth who could save his life?
Magneto: Do not play games with me!
Jean Grey: Listen to me. A telepathic message to Lilandra is Xavier's only hope. You may be able to supercharge his mind just like you did mine. His brainwaves are electromagnetic.
Magneto: You lie to torture me. My legions await my command pledging body and soul to me. With a single word I can remake the world. I can not leave.
Cyclops: You know what you should do.
Magneto: Why now? My greatest enemy; and perhaps my only friend. But I have waited all my life for this moment!
Cyclops: Wouldn't he do it for you?
Cyclops: Xavier wouldn't strike first. He didn't give his life so you could destroy everything he held sacred!
Magneto: What do you mean?
Cyclops: Xavier's dying.
Magneto: But I saw his televised message?
Cyclops: That was Morph. Xavier has only hours left to live.
Magneto: Xavier. Dying... A sad ending to a great life.
Magneto: X-Men. Right on time. They were worthy adversaries, but they could never be apart of our world.
Jean Grey: It will be better for all of us if a live Magneto can help calm things down.
Magneto: Friends, our moment in history has arrived. We all have felt the sting of human hatred, seen the disgust smolder in their eyes, we have grubbled and hidden like beaten animals anxious for a crumb from a master. We have lived too long in darkness and fear. No more! Nature has made us superior. We are the living future of this mighty planet. This world is our world now! Take it!
Jean: I was Xavier's first student, Logan. I'm not going to let everything he worked for fall apart without a fight.
Scott: I need your advice.
Logan: First time for everything.
Morph: Hey, when the planet's fallin' apart, who'd wanna be anywhere else but with you guys?!
Morph as the Professor: My fellow mutants. If the attack on my person has in any way provoked you to violence, I beg of you, stand down. There are always peaceful alternatives. Lashing out like this, you become as bad as your oppressors.
Moira: You cannot ignore our readings, Hank. It's a miracle we've been able to keep him going this long.
Hank (Beast): Yes. We are only human. For lack of a better expression.
This final episode was loosely based upon Uncanny X-men #200. Similarly, Xavier is dying and is saved by Lilandra where he is fully healed, but cannot return. The main difference is that Xavier leaves Magneto in charge of the school.
This is currently the longest running X-Men cartoon, beating X-Men: Evolution by roughly 20 episodes.
Among the familiar mutants in the crowd addressed by Magneto are Toad, Arclight, Blockbuster, Sunfire, Tusk, Kangaroo, Forearm, Mole, Reaper, Callisto, and Feral.
Trish Tilby was a reporter friendly with Beast in the original "X-Factor".
As Trish Tibly reports on events, the symbol on the news van behind her is apparently that of J3 Communications, the broadcasting company owned by J. Jonah Jameson in the "Spider-Man" animated series.
A bunch of Marvel superheros were supposed to do cameos to say farewell to Professor X on his deathbed. However, they seem to have been cut out of the final version of this episode.
Xavier: The friends thou hast, and their adoption tried, grapple them to thy soul with hoops of steal.
The line spoken by Xavier on his death bed is an almost direct quote from Shakespeare's masterpiece "Hamlet," Act 1, Scene 3.