An upgraded Bastion with his Sentinels flying behind him | Agents of Fandom

‘X-Men ‘97’ Episode 10 Review & Recap: Is Tolerance Extinction, Though?

‘X-Men ’97’ is definitively Marvel at their best.

Warning: The following contains spoilers for X-Men ’97 Episode 10, “Tolerance Is Extinction – Part 3.”

X-Men ‘97 ends its inaugural run in spectacular fashion with a season finale filled with heart-pounding action, cameos, and emotional payoffs for everything seen through the season thus far. With Bastion’s (Theo James) Prime Sentinels on the loose and the villain more powerful than ever, the X-Men must gather the remaining members they have left to save mutants and all of humanity.

‘X-Men ’97’ Episode 10 Reveals the Beginning of Magneto and Professor X’s Dream

An image of Professor X blasting Magneto with a psychic blast as the two engage in battle in X-Men '97 | Agents of Fandom
Magneto and Professor X come to blows over their ideas to save Mutantkind. Image Credit: Disney+.

This episode begins in the early days of Charles (Ross Marquand) and Magneto’s (Matthew Waterson) friendship, as they discuss the possibility of mutants. Charles shares his dream of mutants being able to use their gifts to make the world better and for everyone to be able to see the strengths in each other’s differences.

Magneto doesn’t share his optimism, saying that people do not want to be better, and Charles reveals to Magneto that he is a mutant. Stunned by this revelation, Magneto confesses to his mutant powers and is interrupted by Rogue’s (Lenore Zann) voice calling out to him.

Breaking the illusion, Magneto realizes he’s in a projection of his own mind created by Professor X. Magneto tells him this is a violation, and Charles begs him to reverse the damage he has done to Earth. Seeing this as a further betrayal of mutants in favor of humans, Magneto refuses, and Charles gives him the ultimatum to reverse the damage, or he will take over his mind and force him to do so against his own will.

Magneto warns that this could shatter both of their minds. Still, Charles, left with no other option, lunges at Magneto and blasts them out of the psychic projection and back to Asteroid M. Charles then uses his powers to overtake Magento’s mind as the rest of the X-Men look on in shock and releases another massive magnetic blast across the Earth. As the blast engulfs the globe, we get another string of cameos, including Silver Samurai, Iron Man, Captain America (Josh Keaton), Daredevil, and Doctor Strange.

“Tolerance Is Extinction – Pt.3” Shows Bastion in His Final Form

Bastion choking Storm as he boasts of his victory over the mutants in X-Men '97 | Agents of Fandom
Bastion reaches his final evolution to carry out Operation: Zero Tolerance. Image Credit: Disney+.

Back on Earth, the rest of the X-Men are caught in the clutches of Bastion. He boasts about the apparent victory of his army of Prime Sentinels, who fly overhead on their way to carry out Operation: Zero Tolerance. Storm (Alison Sealy-Smith) tries to appeal to Bastion’s humanity, but he assures her that there is none. He puts OZT into its final stage, sending the Prime Sentinels after humans who would potentially join the mutant’s cause.

As Bastion’s army of Prime Sentinels makes their way across the globe, we are treated to yet another string of cameos from T’Chaka (Isaac Robinson-Smith) and the Dora Milaje, Cloak & Dagger, Omega Red, Dark Star, Crimson Dynamo, Psylock, Aurora & Northstar, Puck, and Cecilia Reyes. Bastion then turns his attention to Cable (Chris Potter), who is still under the control of Mister Sinister (Christopher Britton). The villain taunts Cable for how many times he has failed to prevent his future and goes to kill him, betraying the deal he made with Sinister.

Before he can deliver on his betrayal, the villains are interrupted as Jean Gray (Jennifer Hale) awakens as the Pheonix once more and uses its limitless power to reform the power-dampening collar onto Bastion and sever his connection to the Prime Sentinels, rendering them obsolete.

Phoenix then takes hold of Sinister and strips him of the mutant DNA he has stolen to keep himself young and powerful, breaking his hold over Cable and revealing him as he truly is before he runs off in an embarrassed retreat. Overwhelmed by the immense power, Jean lets the Phoenix go and says it was only awakened to protect her son.

‘X-Men ’97’ Episode 10 Gives the X-Men Their Toughest Battle Yet

Rogue punching Bastion in the face so hard you see the reverberations of it as they fly through Astroid M in X-Men '97 | Agents of Fandom
Rogue ensures Bastion will never forget the day he crossed the X-Men. Image Credit: Disney+.

The victory doesn’t last long as Bastion reemerges with a massive power surge, knocking back our heroes. Enraged at his foiled plans, Bastion attacks Cable, ripping off his robotic arm and beating him with it before using his powers to merge with the arm to evolve even further, giving himself wings and armor. The newly evolved Bastion tells the X-Men that since they have ruined his plans, he will hurl Asteroid M into the earth and show humanity the same mercy he showed Genosha.

On Asteroid M, Magento and Professor X’s bodies lay unconscious as their minds continue to be locked together. Magneto awakens back in the psychic projection of his mind but with no memories of who he or Charles is. Charles promises that he is a teacher here to show him the way out and that all he needs to do is trust him.

Outside of this psychic therapy session, the remaining X-Men tend to Wolverine’s (Cal Dodd) injuries, and Jean telepathically sends a warning to Cyclops (Ray Chase) and the team just before Bastion bursts through Asteroid M to confront the remaining X-Men and carry out his plans of mass extinction.

Bastion goes straight for the gravitational core of Asteroid M before being stopped by Rogue, who punches the villain through the walls of the rock headquarters, into space, and onto the moon, where remnants of the Inhuman city Attilan can be seen. After regaining his footing, Bastion overpowers Rogue, and before he can finish her off, she is saved by Roberto Da Costa (Gui Agustini), who has accepted his identity as Sunspot.

Onlookers on Earth can see the epic battle, and we see President Kelly (Ron Rubin), along with Iron Man and Captain America, meeting with world leaders to decide whether to enact the Magneto protocol to destroy Asteroid M before it reaches Earth. We get another cameo from T’Chaka, who, along with Captain America, urges President Kelly to vote no on this course of action, but the President doesn’t heed their warning and gives the go-ahead to move forward in nuking Asteroid M.

Magneto Is Haunted by His Demons in ‘X-Men ’97’ Episode 10

Rogue, Madga Eisenhart, Scarlet Witch and Quicksilver covered in shadow on a boat as the waves come crashing in in X-Men '97 | Agents of Fandom
Magneto’s demons manifest themselves as those closest to him. Image Credit: Disney+.

Back in Magneto’s mind, Charles tries to help him regain his memories and overcome the demons plaguing his psyche. As the cold waters of his pain and regrets flood around them, we see physical manifestations of that pain represented as shadowy glimpses of Rogue, Quicksilver, Scarlet Witch, and seemingly Magda Eisenhardt.

Magneto begins to recall some of his memories of how Charles has hurt him, and Xavier assures him that even though they may have hurt each other, they have never abandoned one another. Overcome by the flood of painful memories, Magneto begins to succumb to his grief, but Charles holds his friend, promising that no matter what, he will be there with him and they will resurface from the tide.

On the moon, Bastion neutralizes Rogue and Roberto and returns to Asteroid M. The rest of the X-Men confront the foe, and an epic battle for the fate of humanity and mutants ensues. The X-Men hold their own but are overpowered by Bastion until Cyclops uses the full power of his optic blast to gain the edge and finally push the villain back.

It’s another short-lived victory as Bastion returns with more blasts that take out Cyclops, but Jubilee (Holly Chou) stops him before he can kill him. Jubilee gets the upper hand and blasts Bastion back into the remnants of Master Mold that Magneto used as a throne, but it’s still not enough to take him down for good.

The X-Men Embrace the Future in ‘X-Men ’97’ Episode 10

The X-Men battle weary as they stand together against Bastion on Asteroid M in X-Men '97 | Agents of Fandom
The X-Men face their issues head-on and with compassion and tolerance. Image Credit: Disney+.

The X-Men gather themselves and look on in horror as Bastion emerges again, this time disfigured by Jubilee’s strike. Bastion taunts the X-Men for their failed attempts at stopping him and calls in another Sentinel for backup, but when the Sentinel arrives, it smashes down on Bastion.

The Sentinel opens up to reveal Beast (George Buza), Jean, Morph (JP Karliak), and Storm have hijacked it to come to their friend’s aid. The whole team joins together, relieved to see each other still breathing, but Bastion continues fighting to keep the Sentinel boot from crushing him completely.

Our heroes prepare themselves for yet another battle. As Bastion struggles to keep himself from being crushed, Cyclops orders the team to stand down. He tells them that instead of continuing to fight something they can’t beat, it’s time for them to practice what they have been preaching to humanity for all these years: to stop fighting the future and embrace it. Cyclops attempts to reason with Bastion and show him that he’s not alone, but the villain laughs and calls them freaks who will bring extinction to humanity.

Jean pushes back, saying that humans continue to have babies and that more of them are becoming mutants but is cut off by the sounds of alarms of incoming missiles. Realizing the government has sent the missiles to destroy Asteroid M and any mutants on it, Bastion argues humans would rather die than have kids like them as the missiles crash into the Asteroid.

The gravitational core of the asteroid implodes on itself, and Jean is able to create a psychic barrier around the team. Cyclops reaches out his hand to save Bastion, but the disfigured foe scoffs it off and willingly enters the imploded core as it explodes.

The X-Men Save the World in ‘X-Men ’97’ Episode 10

Storm and Jean struggle to hold back Asteroid M, using their full power to the point that Storm is sweating from the strain in X-Men '97 | Agents of Fandom
Storm and Jean unleash all of their power in order to save humanity. Image Credit: Disney+.

Missiles continue to go off as Asteroid M plummets to Earth, and the X-Men desperately try to hold on. Jubilee falls out but is saved by Roberto, and Jean creates psychic barriers around the team as they try to find a way to stop the Asteroid from making contact with the ground and throwing the Earth into a second ice age.

Cyclops tries to order the team onto the Blackbird as he stays behind to use his optic blast to blow up the Asteroid. Yet, the team refuses to leave him, and Beast proposes if they all work together, their combined powers may be enough to destroy the hurdling rock and save the Earth.

Back on the ground, Cable is recovering from his injuries when Jean and Cyclops visit him psychically. They tell Cable that they most likely won’t make it back, and Cyclops wants to fix his mistake of not saying goodbye. The Summers family shares a last tender moment together, and Jean uses her powers to neutralize Cyclops’s optic blast and let their son look into his father’s eyes for the first time.

The X-Men Make Their Final Stand in ‘X-Men ’97’ Episode 10

An image of Professor X releasing a massive psychic blast with his eyes beaming with power in X-Men '97 | Agents of Fandom
Professor X will never abandon Magneto or his X-Men. Image Credit: Disney+.

Back on Asteroid M, Cyclops, with tears streaming down his face, takes off his visor and releases the total limit of his eye beams to power the Asteroid. The rest of the team uses their respective powers to blast the Asteroid as the world looks on in horror, hoping the X-Men will succeed.

Among the onlookers on the ground are Peter Parker, Mary Jane Watson, and Flash Thompson, for some more cameos. Morph stays by Wolverine’s side and takes the form of Jean to tell him they love him as Beast tries desperately to activate the Asteroid’s safety protocols while Nightcrawler (Adrian Hough) prays.

Magneto and Professor X continue to sift through Magneto’s memories within the psychic projection of his mind as the water rises around them. The painful memories of his family leave Magneto feeling alone. However, Charles reminds him that even though he and the X-Men aren’t alike, they are still his family, which helps bring back Magneto’s memories and the dream he and Charles shared. As the memories flood back, Charles asks him what his true name is, the name of the man his family needs today, and with that, the master of magnetism fully awakens and proclaims that Magneto lives.

“Tolerance Is Extinction – Pt. 3” Raises the Stakes for the X-Men Like Never Before

Cyclops standing alone in the future on a desolate planet in the year 3960 A.D. in X-Men '97 | Agents of Fandom
Cyclops finds himself in unfamiliar territory — the future. Image Credit: Disney+.

Having his mind restored, Magneto releases massive magnetic waves, engulfing the entire Asteroid and lifting it away from Earth’s orbit. The day seems saved as people look up at the X-Men in wonder, but suddenly, there’s some sort of blast from the Asteroid, and both it and the X-Men vanish.

The screen cuts to black, and we return to the X-Mansion in ruins, with chains on the gates and murals of fallen heroes scattered in front of it. A radio announces that it has been six months since the X-Men vanished in what they call E-Day.

Forge (Gil Birmingham) is in his lab listening to the radio report when he is approached by Bishop (Isaac Robinson-Smith). Bishop tells him that the X-Men aren’t dead. Forge says he hasn’t been able to find any trace of them or the Asteroid, and Bishop reveals it’s not a matter of where but when, and that someone or something yanked the X-Men through time.

’X-Men ’97’s Season 1 Finale Leaves the X-Men’s Future To Fate

A close up shot of the hand of Apocalypse holding the charred remains of one of Gambits playing cards in X-Men '97 | Agents of Fandom
A new threat looms over the mutants. Image Credit: Disney+.

We then see Rogue wake up in Egypt in 3000 B.C. Disoriented, she finds someone in need of help and does what comes naturally. She stops the neerdowell and discovers Nightcrawler is there with her, along with Professor X, Beast, and Magneto. The X-Men approach the person being pursued by the assailants and discover his name is En Sabah Nur (Adetokumboh M’Cormack), whom fans may also know as Apocalypse.

Leaving our X-Men in the past for a moment, we head to the future in 3960 A.D. Cyclops and Jean wake up in a similar daze on a seemingly unknown planet. They are approached by people holding blasters to them, and their leader comes forward, telling them they are a long way from Crescoast and addressing Cyclops as Sapien Caste. She calls herself Mother Askani (Gates McFadden), leader of Clan Askani, and suddenly, a boy steps forward to reveal himself to be Nathan Summers.

The episode ends with the “To Be Continued” tagline but doesn’t leave another slight tease for next season. There is a mid-credits scene where, back on present-day Earth in the ruins of Genosha, Apocalypse (Marquand) can be heard grieving over the loss of mutant life. We close in on his hand clutching a scorched playing card that belonged to Gambit (A.J. LoCascio), and we close the season out with him giving a cruel smirk to the camera.

‘X-Men ’97’ Proves That Marvel’s Best Days Are Still Ahead

Magneto releasing a massive amount of his magnetic powers to save the X-Men in X-Men '97 | Agents of Fandom
X-Men ’97 has drilled one thing into us all season long: Magneto was right. Image Credit: Disney+.

X-Men ‘97 has been a love letter to the franchise and its fans — celebrating everything we love about this group of mutants in a season filled with adventure, spectacle, heartache, and tragedy. After their long slumber in the hands of Fox, the X-Men are officially home and are better than ever, proving to everyone why they are Marvel’s elite team of superhumans.

X-Men ‘97 Episode 10 did the impossible and stuck the landing of a near-perfect television season, providing a more than satisfying conclusion and setting up for what’s to come next season. X-Men ‘97 proves that Marvel’s best days are not behind them but ahead, with mutants leading the charge.

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'X-Men '97' Episode 10 "Tolerance Is Extinction — Part 3" Review

'X-Men '97' Episode 10 "Tolerance Is Extinction — Part 3" Review
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Total Score

The Good

  • Epic and cinematic action sequences provide an entertaining ride.
  • An emotional roller coaster with our favorite characters.
  • A satisfying conclusion to the season while also setting up Season 2.

The Bad

  • I may never recover from just how amazing this series was.
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