Shortly after this pilot was delivered, Marvel started having financial issues (New World Pictures, who purchased the Marvel Entertainment Group or MEG from Cadence Industries in 1986, sold MEG in January 1989 to the Andrews Group) and stopped work on every project in progress, except Muppet Babies.

Elsewhere, Kitty Pryde arrives at Professor Xavier's school to begin training her phasing powers, allowing her to pass through solid matter.

In the Danger Room, Kitty is introduced to the X-Men: Cyclops, Colossus, Dazzler, Nightcrawler, Storm, and Wolverine.

Frightened by Nightcrawler's demonic appearance, Kitty almost causes the Danger Room to go haywire, making Wolverine protest her recruitment.

Xavier reads Magneto's thoughts again and learns his full plan: to redirect the Scorpio comet onto a collision course with Earth and plunge the planet into another ice age, which would leave normal humans weakened, allowing the mutants to take over.

Kitty, wanting to prove her worth and make amends for her previous failure, phases aboard the Blackbird and hides, with Xavier's permission.

While the X-Men mourn Nightcrawler, he emerges from a storage locker, revealing that he teleported himself into the plane before the atmospheric compression burned up his suit.

[15][16][17] Several changes made from the source material drew criticism, particularly the inclusion of the White Queen as a member of the Brotherhood of Mutants,[16][17][18][19] the characterization of Kitty Pryde as a damsel in distress,[15][17] and the Canadian Wolverine speaking with an Australian accent.