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X-Men: The Animated Series Season 3 Rewatch!

The third season of X-Men: The Animated Series is a showcase of all the qualities that make the series memorable in their distilled, purest forms. Season-long plots? Here in spades. Multi-episode story arcs? We’ve got four of those, including adaptations of both The Phoenix Saga and The Dark Phoenix Saga told across nine episodes in total, almost half the season. Inconsistent animation that signals the budget and time constraints that plagued the series from the beginning? You better believe it. All of these emblematic highs and lows were possible thanks to the show’s season one success, which resulted, per showrunners Eric and Julia Lewald, in a massive order of 39 episodes from Fox “before [the writers had] seen a foot of animation” from season two. That kind of commitment meant room for the series to take huge swings, to tackle grander and more operatic stories from X-Men history without fear of the imminent guillotine of cancellation. And so, the scale and stakes of season three are the highest they’ve ever been.

The Narrative

From the jump, it’s clear that we’re gearing up for something bigger than anything the series has done before. Where season two expanded the world of the mutants, season three expands their entire universe. The X-Men are immediately faced with an alien threat, exposing them to the existence of extraterrestrials before they are plunged head first into the turmoil of the intergalactic Shi’ar Empire. The team is forced to confront powers on a cosmic scale, with Jean Grey becoming possessed by the Phoenix Force and embodying all of the good and evil that entity is capable of. In between and on the other side of the Phoenix sagas, the stakes are more personal. Storylines from past seasons are revisited as other team members – primarily Cyclops, Rogue, and Storm – learn how to deal with fear of their powers and trauma stemming from their respective pasts.

The Key Episodes

There were only ever going to be two answers here: “The Phoenix Saga, Parts I-V” and “The Dark Phoenix, Parts I-IV”, the nine episodes that retell arguably (undeniably?) the most famous stories in X-Men history. To bring both sides of “The Phoenix Saga” to Saturday morning cartoons is an admirably big swing given the esteem in which these story arcs were held and the aforementioned budgetary constraints the animated series consistently dealt with; what’s even more admirable is that, by and large, the translation is successful.

The “Phoenix Saga” episodes do an incredible amount of heavy lifting, somehow squeezing in *deep breath*: Starcore, the concept of the Shi’ar Empire, the Phoenix Force, Erik the Red, Black Tom Cassidy and his partnership with Juggernaut, Banshee and his hilarious powers, Gladiator and the Shi’ar Imperial Guard, Lilandra, D’Ken, the M’Kraan Crystal, and the Starjammers. Chris Claremont would be proud. What’s more, the plots here and the roles all these characters play are honestly not even all that confusing; even my 11-year-old self, who had never read the comics and so was experiencing this tale for the first time, grasped what was going on. The animated plot hits many beats taken directly from Uncanny X-Men #101-108 – Jean being saved from radiation by the Phoenix, evil astral Xavier, and the X-Men’s journey inside the M’Kraan Crystal, to name some standouts. Though there are of course some omissions – mainly the pieces involving Erik the Red’s machinations on Earth that bring in Havok, Polaris, Magneto, and Galactus’ herald, Firelord. With as stuffed as these episodes already are, the removal of those elements was probably a good call.




The sequel saga re-telling Jean’s descent into Dark Phoenix similarly hits a number of the highlights from the story as told in the pages of Uncanny X-Men, and arguably hews more tightly to the structure of the original than the adaptation of the Phoenix Saga does. From Dazzler’s introduction and Mastermind’s mental manipulation of Jean to the Hellfire – ahem, pardon me, Fox Kids censors – the Circle Club and the climactic battle between the X-Men and the Imperial Guard on the blue area of the moon, the four “Dark Phoenix” episodes cover essentially everything an X-Men fan could ask for in an adaptation of this story. The series even treats us to the iconic set-piece that sees Wolverine fight his way through Hellfire – dang it, I did it again – Circle guards to save his friends.

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Naturally, there is some dialing down of the stakes in addition to the references to H-E-Double hockey sticks to make the story more kid-friendly. Jean’s fall from grace is a lot less murderous, for instance – no broccoli people were harmed in the making of this Dark Phoenix. The series goes out of its way to have the Shi’ar and others state clearly that the galaxy whose star Phoenix consumes is uninhabited, but that the loss of life could have been catastrophic. Further, the finale of the saga, which sees Jean sacrifice herself as the X-Men near defeat at the hands of the Imperial Guard, is softened. While Animated Series Jean still chooses to end her own life rather than see her friends fall, the Phoenix Force appears immediately after her death and proclaims that it can revive Jean using the life force of another. The X-Men then all step forward and each gives a portion of their life force to bring their friend back. It’s a very touching moment, and threads the needle nicely of providing a happy ending without losing the pathos that make Jean’s selfless act so powerful.

Standout Moments

Mutant Basketball: The only thing more classically X-Men than the Phoenix Saga is a good, old-fashioned pickup game on the grounds of the Xavier School. The third season premiere treats us to Gambit, Wolverine, Rogue, and Jubilee on the basketball court playing a maybe-not-so-friendly game of hoops before Leech calls the team down to the Morlock tunnels.

The Season of Kaiju: The X-Men: The Animated Series writers sure do love some giant fights. Multiple times throughout season three, the team finds themselves up against literally colossal enemies – Apocalypse, M’Kraan Crystal-powered D’Ken, and even Sauron and Garrok all unleash the apex of their powers by growing to skyscraper heights and raining terror down on the world below. It’s a cool visual, but an odd thing to have as a motif. Though it was the ‘90s after all, so maybe I shouldn’t have been surprised everyone went full Power Rangers mode.

X-Men vs X-Factor: Throughout the first two seasons, we have seen a number of recognizable mutants show up as cameos in the X-Men’s adventures. But we have yet to see any teams outside of the X-Men and Mystique’s Brotherhood. That changes at the end of the Iceman-centric episode, “Cold Comfort,” when Bobby’s search for his missing girlfriend, Polaris, leads the team to a government compound where Forge is leading the government-sponsored team, X-Factor, which is comprised of the contemporaneous lineup from the Peter David-written comic. There are a lot of fun moments in the fight between the two teams – Cyclops and Havok being mysteriously immune to each others’ powers, Beast vs Wolfsbane, Wolverine being ganged up on by Multiple Man. This is a nice glimpse of an organized mutant front outside the X-Mansion that I’d love to see more of in the future.

Battle at Cassidy Keep: The story of the Phoenix takes place across a number of unique locations, but my personal favorite is the mission to rescue Lilandra from Black Tom Cassidy, Juggernaut, and Erik the Red. The setting of old Irish castle, Cassidy Keep, is a delight and the audio choices in the episode are something special. Banshee’s sonic scream, pictured above bursting Wolverine’s eardrums as quickly as they can heal themselves, is a truly unpleasant sound, one of the most memorable and hilarious results of the series translating a power from the comics into animation. Throw in the Juggernaut/Black Tom partnership and the bagpipe motif that plays whenever the action returns to Cassidy Keep, and this section of the Phoenix Saga is an all-timer.

Phoenix Resurrects Jean Grey: The moment Jean/Phoenix sacrifices herself to save the X-Men and atone for her destructive actions as Dark Phoenix is crucial to the character (putting aside the wonkiness of the “it-wasn’t-really-Jean-it-was-Phoenix-in-a-Jean-shell” retcon that came with Jean’s resurrection in the comics). X-Men: The Animated Series treats this decision with the gravity it deserves, while also finding a way to give the story the type of happy ending you’d expect from a show marketed to kids. After Jean’s death, Phoenix reveals itself in its true fiery form and tells the X-Men it can bring Jean back to life in exchange for the life force of another. Cyclops offers his life for the woman he loves, but his teammates find a creative solution – they each give up a portion of their life energy, dividing the sacrifice amongst themselves in order to resurrect their friend. The scene is quite effective, and while it changes the source material and the ultimate outcome of the story, it does so without losing the emotional resonance.

Standout Characters

This season ostensibly belongs to Jean Grey, who until this adaptation of her most iconic storyline, had not been given much to do outside of appearing in the show’s opening credits. Centering the most impactful episodes of the season on Jean and the Phoenix Force makes up for a lot of the missed opportunities regarding her character up to this point. However, this does come with a caveat – the bulk of the time we spend with Jean involves her being possessed by the Phoenix, meaning that her actions and her personality are largely not her own. Yes, Jean’s fall and rebirth are the emotional core of the season’s action, but those beats are often reflected through how the other X-Men react to the situation. Still, we do learn more about Jean as a person through this focus, though I do wish she had a primary character trait other than “is in love with Cyclops.”

Of course, the story of the Phoenix also opens the door for an array of unique characters to join the animated X-Men universe. For my money, of the dozen or so earthbound and alien beings the X-Men cross paths with over the course of the saga, the most memorable are Gladiator and Corsair. Gladiator’s entrance – a first-person perspective of him entering Earth’s atmosphere, two powerful fists visible as he flies to Cassidy Keep – really sets him up as a force to be reckoned with. He proceeds to live up to that introduction immediately as he tosses Juggernaut like a rag doll, and remains a huge threat for the remainder of the story. Corsair, meanwhile, is as he is in the comics – all space Errol Flynn, the daring pirate butting up against the self-serious X-Men (particularly his long-lost son with the optic blasts).

Beyond the Phoenix-adjacent characters, Sauron makes the biggest impression. He serves as henchman/rival to Zaladane and Garrok as they try to take over the Savage Land, and that goofy pterodactyl man always makes me chuckle.

Comic Book Inspiration

Go read the Phoenix and Dark Phoenix sagas! The Chris Claremont era is defined by big swings and long-term storytelling – Uncanny X-Men #101-108 and #129-138 are arguably the pinnacle of his achievements as architect of the mutant soap opera. They are also, naturally, the issues to pick up if you’re curious about or want to revisit the most significant inspiration for this season of X-Men: The Animated Series.

And honestly, that’s…kind of it? The rest of the season paints broadly with ideas and arcs from the comics, but a lot of the specifics of the episodes are, as far as I’ve been able to tell, original to the show; and to be quite frank, those episodes don’t function nearly as well as the nine that rotate around the Phoenix. Some of the misses are about characterization, while others take recognizable plots that work but make changes that don’t. “Cold Comfort,” is an example of the former category. The episode features Iceman’s search for his missing girlfriend, Polaris, as his efforts – namely, attacks on a government facility he suspects of kidnapping Lorna – draw the attention of the X-Men. Animated Bobby is a far cry from comic book Iceman who, while occasionally reckless and immature, is rarely written as angry and hard-headed.

“Obsession,” on the other hand, portrays Archangel’s anger at Apocalypse quite well, but this episode’s misstep is trying to squeeze in too many beats from the lengthy 1980s run of X-Factor. Apocalypse’s unexplained return, the introduction of his headquarters Ship’s artificial intelligence, and Beast’s emotional connection with said A.I. are all covered in one 20-some-odd minute story, and it proves to just be too much.

Final Thoughts

The third season of X-Men: The Animated Series is in a lot of ways a victim of its own success. While its masterful depiction of the Phoenix sagas absolutely sets the high mark for what the show is capable of at its best, the remaining ten episodes, though largely enjoyable, pale in comparison. All that makes for an uneven season that is both iconic and full of missed opportunities. Nonetheless, its retelling of the full story of the Phoenix makes it worth the price of admission.

Ben Johnson:
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