Season 3 Episode 12

The Dark Phoenix (2): The Inner Circle

Aired Saturday 11:30 AM Nov 12, 1994 on FOX
out of 10
User Rating
57 votes

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Episode Summary

The Dark Phoenix (2): The Inner Circle

The Circle Club makes the Phoenix-controlled Jean Grey their new Queen, but finds two factors opposing it: her mental bond with Cyclops, and the presumed-dead Wolverine stalking after them.

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  • Mindrape? Awesome!

    The X-Men have been captured, and not even the Professor and Cerebral can penetrate through the Inner Circle's psychic defenses. Meanwhile, Jean and the Dark Phoenix have been fooled by the Inner Circle to believing she's a queen. Cyclops does his best to help save Jean, but he was defeated by the combination of Jason Wyngarde and Jean Gray.

    While his comrades were captured, Wolverine himself wasn't. He was able to penetrate the mansion, though was quickly defeated by Dark Phoenix. Attacking him caused her to remember old memories. Dark Phoenix freed the other X-Men. The Inner Circle was quick to fall. Wyngarde tried tried controlling Jean again, but failed.

    This episode, while it was good, didn't exactly conclude well for my tastes, and sometimes the ending is the most important and memorable part of an episode. X-Men is an action show, but the action at best is average, and there was a bit of that in the second half. The story also wasn't as good as in the previous episode.

    The dream sequence and battle between Cyclops and Wyngarde was a bit interesting, but it didn't exactly excel in anything; just felt like it was there to fill in for time. Though I liked how the reason for Cyclops not dying is because of his connections with Jean Gray rather than some deus ex mechanica, like him having an extremely strong will. Wolverine proved yet again why he's such a badass and one of the favourites in this cartoon.moreless
  • Revenge of the Phoenix The fall to the dark side is now completed

    I'll begin my 40th X-Men review by praising Chris Claremont for such a stellar vision. The comic book itself was unbelievable. I never thought that magic could be recaptured on animated television. Eric Lewald and Larry Houston deserve every credit for this feat. Above all, I thank Stan Lee for creating this universe in the first place.

    After all the necessary setting up in Dazzled, the plot finally takes off in the Inner Circle, the second part of the Dark Phoenix episodes. Steven Levi wrote an incredible adaptation from Chris Claremont's original story, right to the details of the X-Men/Inner Circle battle.

    The animation itself is breathtaking, showing more detail than any previous episode in the series.

    The story begins at the mansion, where Xavier tries to get in touch with the X-Men. I loved the pseudo-3D camera move into the Inner Circle Club as Xavier tries to get to them. Emma Frost makes her move and blocks Xavier's psychic probe. Not even a joint effort by Xavier and Cerebro is enough to break the barrier Emma has set up to keep him away.

    The X-Men have been imprisoned with restraints and inhibitor collars, rendering their powers useless. The Inner Circle members decide what to do with them. As they debate, Wyngarde returns with Jean. The rift between Sebastian Shaw and Jason Wyngarde is evident in every scene, especially when Shaw greets Jean. Emma tries to inject some sense into their rivalry, reminding them that the Phoenix is not stupid and may very well figure out she was deceived by them. The results could be disastrous. The X-Men are shocked as to how much Jean has changed.

    Act 1 ends with Wolverine rising from the depths of the underground river, very much alive. This allows the viewer to glimpse some of Wolverine's best moments in the series. As he slowly makes his way to the upper floors, he's unbelievably fun to watch. He quotes every line from the best movies you can think while taking the drones one by one. I loved his using the kitchen lift with a bottle of cheap wine in hand. It turns out that the Chateau Calamari was made at a lousy year for him. This is priceless. Then he uses his claws to snatch himself a turkey's leg.

    Meanwhile, Shaw keeps flattering Phoenix every chance he can get. Emma and Wyngarde look with contempt. Wyngarde, however, is so sure of his success with brainwashing the Phoenix that he's become convinced that he's more powerful than everyone in that room. Some may argue that the whole Club plot does nothing to the Dark Phoenix story. I think this is where the Phoenix's dark tendencies are inevitably nurtured to its bitter fate. The similarities to Star Wars: Episode III are frightening. Seeing the Phoenix under the influence from these people remind me very much of Anakin's influence by Palpatine.

    In a small debate, Wyngarde assures Shaw that he has the power to control the Phoenix, enabling the Inner Circle to become more powerful than ever. He seems to have forgotten Emma's help in the process.

    The Inner Circle gather for dinner with the Phoenix. They proclaim her as the new queen, according to Shaw's own desire. I also recall that Anakin was the greatest hero to many at the beginning of Episode III, before his tragic downfall. The outcome for the Phoenix would be no different.

    Scott tries to contact Jean deep within the Phoenix. His efforts are detected by Emma and she links with Wyngarde to engage Jean's mind. Scott finds a brainwashed Jean inside her mind alongside Wyngarde. He challenges Scott to an old fashioned duel with no rules. The struggle begins as they trade sword blows in every corner of Jean's mind. Scott's able to hold his own, but he falls to some bizarre traps inside Jean's mind. These traps give Wyngarde a clear advantage over Scott. When Scott asks him to fight like a man, Wyngarde makes him realize that Jean's own mind is helping him defeat her former lover. Scott manages to topple Wyngarde when he disappears. In a tense moment he asks Jean to reach out to him and free herself from Wyngarde. The effort is useless as Wyngarde appears and stabs Scott, ending Act 2.

    Act 3 opens with Scott being stabbed by Jason and falling to his death. In reality, Scott slips to a coma, shocking the X-Men. With his mind destroyed, his body is no longer able to live. Cyclops, however, surprises everyone when he groans. Emma Frost realizes his psychic link to Jean has kept him alive. This makes the members of the Inner Circle begin to doubt the extent of Wyngarde's control over Jean. He decides to prove his power by ordering Jean to finish Cyclops off. This makes her uneasy, but a more persuasive order brings the Phoenix to light, ready to finish him off.

    Wolverine finally makes his entrance into the room ready to finish Leland and the Inner Circle off. Wyngarde orders Phoenix to attack him. This is the shocker. She releases all of her power at Wolverine, knocking him out.

    Wyngarde uses this moment to claim his power as the new head of the Inner Circle in Shaw's place. Despite Shaw's refusal, it turns out that every member is now against him given his contemptous behavior.

    Meanwhile, Jean probes Logan's mind, revealing an old moment from Captive Hearts when Wolverine poured his heart out to Jean. Jean awakens and realizes what she's done to Logan and Scott. At this moment, Wyngarde orders her to destroy Shaw. This is the moment everyone's been waiting for. The Phoenix takes over permanently and Emma realizes Wyngarde has lost his control over her.

    This new piece of music is one of the best they've ever composed for the series. It truly captures this moment as the Phoenix has finally completed her venture to the dark side. Scott calls out to Jean, but the Phoenix unleashes her power at the X-Men. The storm caused by her destroys their restraints and collars. The Phoenix blasts away to the roof.

    Finally free, Cyclops blasts Leland out of the room. I absolutely adore this new remix of the X-Men theme song used in this battle. It was used in subsequent episodes in the series. It works better than the standard theme. I loved its buildup to a tragic theme in the end.

    The X-Men take on the members of the Inner Circle and their drones. This battle follows the comics very closely with very minor alterations, mostly related to present characters. Rogue takes on Donald Pierce. Wolverine, Beast and Cyclops take on the drones. Wyngarde makes his escape to the roof to stop Jean. Gambit makes a very stupid move by standing in front of Emma and letting her blast him. Storm knocks her out. Cyclops orders the X-Men to mop up the scene while he goes after Jean. Shaw has been thrown one floor down thanks to a blast on the ground from Cyclops.

    The action expands to a bigger room as Beast grabs Shaw before he recovers. Wolverine goes berserk and lunges for the fallen Leland from higher ground. This is one of my favorite shots in the series. He and Leland go down for good. Beast rolls Shaw with his feet, but Shaw absorbs his power and slams Beast's head on the wall. Storm uses this moment to unleash her icy fury on him. Emma escapes the Club with a lot of innocent people as the police arrive.

    Shaw throws Beast at Storm and escapes through a book shelf. Rogue snaps out Pierce's arm, but he escapes as well. Pierce and Shaw escape, wowing to get their revenge. And they never showed up again in the series. I wish they had.

    While this happens, Wyngarde finds Jean on the roof and tries to take her back to his world of illusion. She shatters his world with her power. His attempt at deceit has opened her eyes. She unleashes her power and grabs Wyngarde in a flame grip. We finally get to see the extent of the damage done to the Phoenix thanks to the Inner Circle. Now she craves more and more power and emotions. She breaks Wyngarde's own illusion projection of himself, revealing a very pitiful wimp. She shows him her true self. I don't know exactly what the Phoenix did to him at this moment, but it's clear that Wyngarde is either brain dead or doomed to a mental institution. This was a frightening moment and the animation was unbelievable.

    Cyclops finds Jean and calls out for her again. Phoenix claims Jean's gone and finally assumes the identity of the Dark Phoenix, ending the episode on the best cliffhanger ever.

    This episode is amazingly powerful and truly sad. We see the downafall of a truly angelic character like the Phoenix to a very dark place it may be impossible to escape. The only comparison this episode suffers against the comic book is the moment where the Dark Phoenix awakens. I'll never forget how the Phoenix expanded from within Jean and blew up the Blackbird with her and the X-Men in it. This doesn't really hurt the episode. It's just a new and also effective take on this moment. This is an episode free of any flaws. Eveything is simply perfect. It's truly a towering peak in the series.moreless
Lenore Zann

Lenore Zann


Chris Potter

Chris Potter

Gambit/Remy LeBeau

Catherine Disher

Catherine Disher

Jean Grey/Dark Phoenix

Cedric Smith

Cedric Smith

Professor X/Charles Xavier

George Buza

George Buza

Beast/Dr. Henry "Hank" McCoy

Norm Spencer

Norm Spencer

Cyclops/Scott Summers

Trivia, Notes, Quotes and Allusions


  • TRIVIA (3)

  • QUOTES (9)

    • Jean: The mortal Jean Grey is no more. I.. am... fire made flesh. Power incarnate! I am... the Dark Phoenix!

    • Rogue: (after ripping off cyborg Pierce's arm) Thanks fer the hand, sugah. I bet these cybernetic things cost an arm and a leg!

    • Wolverine: (about the Victorian-garbed guards) Where do these guys do their shopping?

    • Wolverine: (Slices through the guards' batons) Here,go play pick-up sticks! (Throws the guards down the staircase)

    • Wolverine: There's the fat pig who dumped me in the sewer... let's dance!
      Leland: Keep away ! (uses mutant ability, then realizes his mistake) Uh-oh!

    • Sebastien Shaw: Leland, you unmitigated fool! You swore Wolverine had drowned!
      Wolverine: Here's Johnny!

    • Guard: What was that?
      Wolverine: (drops from the ceiling) Guess ya found the body. Go on in, the water's fine!

    • Wolverine: I know what you're thinkin', punk. Question is... Can I get Wolverine before he turns me into shish-kabob with those claws? (pops claws) Well, bub. Seeing how these claws are Adamantium, the strongest metal known, and can slice through vanadium steel like a hot knife through butter, buddy... You gotta ask yourself... Do I feel lucky?

    • Waiter: Where's my Chateau Calamari '59? (bell rings) Finally!
      Wolverine: (springs from dumbwaiter, and knocks out waiter, dropping the wine bottle on his stomach, where it bounces off) Lousy year.

  • NOTES (4)


    • Wyngarde: (slashes an X into Cyclops' shirt with sword)
      Wyngarde's marking of the X-Man with an X is a reference to the classic character Zorro, who would mark opponents with a Z.

    • Wyngarde: A duel! No quarter asked, none given.
      The battle in the astral realm between Cyclops and Jason Wyngarde is a good, old fashioned duel.

    • Wolverine: Go play pick-up-sticks!
      Logan's comment to the guards after chopping up their staves, is in reference to the classic game of the same name.

    • Wolverine: I know what you're thinkin', punk. Question is, can I get Wolverine... you gotta ask yourself, do I feel lucky?
      This is a reference to the classic line from the movie Dirty Harry, by the title character: "I know what you're thinking. Did he fire six shots or only five? Well, to tell you the truth, in all this excitement, I've kinda lost track myself. But being as this is a .44 Magnum, the most powerful handgun in the world, and would blow your head clean off, you've got to ask yourself one question: Do I feel lucky? Well, do ya punk?"

    • Wolverine: Heeeere's Johnny!
      The shot of Wolverine's face while popping his claws and preparing to kick Leland's butt is a reference to the film The Shining, which in turn was a reference to the nightly introduction on "The Tonight Show with Johnny Carson".