As the Dark Phoenix grows increasingly hostile, even destroying an entire star system, the X-Men struggle to figure out a way to stop her without harming their teammate Jean Grey.
Jean Grey/Dark Phoenix
Professor X/Charles Xavier
Beast/Dr. Henry "Hank" McCoy
Jubilee does not appear in this episode.
The second act opens with a flame-dissolve fade in, based on footage of a real fire.
The Imperial Guard appears again, and as before, only Gladiator speaks.
Marvel Comics' character cameos during the Phoenix's universal flight includes: The Inner Circle (except for Pierce), Doctor Strange, the Mighty Thor, the Watcher Uatu, and Eternity (the embodiment of space).
Beast has a picture of Carly, from "Beauty & the Beast", on his PC's monitor.
When she returns to her childhood room, we see that Jean's favorite toy was a stuffed cyclops.
Jean Grey's mother, father, and sister (unnamed here, but in the comics is Sara) make their first and only appearance (though have a cameo in the next ep).
When Wolverine is preparing to claw Jean, the back angle has his arms fully yellow.
When drinking coffee, Gambit's missing his gloves, which reappear in all scenes afterwards.
Harry Leland, in the bystander cameo, has blonde hair and beard, when his normal color is orange.
After falling on the ground from her failed Phoenix absorbtion, Rogue's right hand is colored yellow, despite having no glove on.
When Gambit flings his charged card at the Dark Phoenix, the scene suddenly shifts to the shot of Cyclops' eyebeam hitting her during Storm's hurricane-wind storm a minute prior, then quickly back to the calmed scene, as if the blast effect for Gambit wasn't ready and the previous blast scene was inserted to cover the gap.
During Storm's hurricane wind, Dark Phoenix has normal colored eyes, instead of white as in all surrounding scenes. Same goes for when Cyclops brings up his loving Jean to her, and when facing the Shi'ar in space. Her pupils should only be visible when Jean has taken over.
Wolverine: Ducks... I HATE ducks.
Dark Phoenix: There is a power beyond good and evil: The power to create and the power to destroy.
Jean: I love you, Scott. No matter what the future holds, I will always love you. Never forget.
Dark Phoenix: Fools. Do you think I need eyes to see, ears to hear?
Rogue: (grabbing Storm in midair) What is this -- 'Catch-the-X-Men' day?
Dark Phoenix: (preparing to destroy Xavier) You once told Jean Grey that the greatest joy a teacher has is to be surpassed by his own pupil. Enjoy!
Jean: (awakens in Cyclops' arms, smiles) Hi, four eyes.
Cyclops: Hi yourself, Tiger. (they kiss)
This episode is based on Uncanny X-Men #135 & 136 (July-August 1980).
Animation Company: Philippine Animation Studio Inc.
Strange has the books "Brunner" and "Ditko" on his shelf, a reference to co-creator Steve Ditko and artist Frank Brunner (who did a famed run on the character and does model designs for this show, as well).
Episode writer Larry Parr also wrote the 1988 Pryde Of The X-Men video.
Xavier's: Astral Armor
The armor used by Professor Xavier when battling the Phoenix on the astral plane, is the style of the Ancient Roman Gladiators, specifically the threcian style of helmet with mesh face plate.
The Grey Family's Cat: Prometheus
Jean's family's black cat is named after the Greek Titan responsible for giving fire to mortals. And of course, Jean, in this episode, is possessed by the fiery Phoenix.
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