Editor's note: The below contains spoilers for X-Men '97 Episode 3.

X-Men '97's third episode has just dropped on Disney+, and it hit people's screens like a fiery phoenix. It would be tough for this continuation of X-Men: The Animated Series to top the fantastic premiere that fans have been waiting years for, and while it was noticeably missing one of the series' best characters (though its last scene assured viewers that Alison Sealy-Smith's Storm would be returning in full force very soon), it still offered a riveting plot featuring clones and some mind-bending scenes.

The episode ends on a heartbreaking note, but die-hard fans know that even before the iconic name-drop of Jean Grey's clone, Madelyne Pryor (with both voices acted perfectly by Jennifer Hale), there are many jaw-dropping references to other Marvel X-Men projects. Let's run through the best Easter eggs from X-Men '97 Episode 3.

X-Men '97

A band of mutants use their uncanny gifts to protect a world that hates and fears them; they're challenged like never before, forced to face a dangerous and unexpected new future.

Cast

Jennifer Hale , Cal Dodd , Chris Potter , Catherine Disher , Adrian Hough , Ray Chase , Lenore Zann

Main Genre

Animation

Number of Episodes

10

Streaming Service(s)

Disney+

Franchise(s)

X-Men

It's Morphin' Time for the X-Men

Even with just three episodes out, it's become apparent that audiences can expect most of this series' Easter eggs to come from the sardonic shapeshifter, Morph (JP Karliak). Because of this joke-cracking mutant, longtime fans got to see two classic X-Men characters. Early on in the episode, Morph transforms into Spiral (Cynthia Belliveau), the multi-armed-time dancer samurai who is often at the right hand of the alternate dimension Mojoworld's dictator, Mojo. Then, in the final confrontation with Madelyne Pryor at Mister Sinister's (Chris Britton) lair, they turned into the fan-favorite New Mutant, Illyana Rasputin (Tara Strong), before the Goblin Queen's influence turned them into the young mutant's more insidious alter ego, the Darkchylde.

In a much less entertaining change, Morph also gave a glimpse of the form that they sported in the original series: an exhausted-looking person with bags under their eyes, clearly troubled by Mister Sinister's hold over them. And to cap off the bad memories, Pryor's mental attack on the X-Mansion brings back some distressing faces for two more members of the team. Bishop (Isaac Robinson-Smith) is confronted by his sister, Shard (Kimberly Woods), whom he sadly had to leave behind in the future, and Roberto Da Costa (Gui Agustini), who's tormented by a monster who looks like his mother, Nina (Christine Uhebe).

This isn't the only spotlight Roberto gets, though, as the constantly-evolving opening credits have begun to reveal more and more about the stories that each of our characters will be going through. Da Costa has noticeably taken over the role of the young mutant running away from an anti-mutant mob, which Jubilee (Holly Chou) held in the show's previous opening. Eagle-eyed fans will also notice some other significant changes in the opening title sequence, with this newest iteration referencing some of the best moments from the original series. Lilandra, Empress of the alien Shi'ar empire, and Charles Xavier's (Ross Marquand) lover angrily punches a control panel, referencing one of the extraterrestrial's best moments from the former show. It's not the only great reference, as this opening also reveals other memorable moments, like Magneto's first appearance, the original death of Jean Grey, and Jean's takeover by the Dark Phoenix—all retouched for the show's flashy new modern style.

'X-Men '97' Is a Love Letter to Comic Readers

X-Men '97 has continuously wowed fans with its astounding recreations of some of the most legendary moments from the comics and previous animated series. Most of these reprisals came from the mental battles between Madelyne and Jean, with Pryor's initial scan of the original Marvel Girl's mind showing some of the character's most famous scenes from the show's history.

Viewers are reminded of the endlessly-memed moment of Logan awkwardly third wheeling while Jean and Scott Summers (Ray Chase) kiss, the couple's fake wedding, Jean training in the danger room, and scenes from the original Dark Phoenix saga—with an uncanny twist, as the woman's face is scrubbed out in every single one. As she begins to consider that she might really be a clone, Madelyne forlornly walks through the X-Mansion, seeing images from "her" past, like the cover of the "real" Scott and Jean's wedding from X-Men #30 (1994) or a shot of the whole team from X-Men #11 (1992). These aren't the only callbacks to the comic in this episode, though, as Gambit's (A.J. LoCascio) terrifying living nightmares, courtesy of Madelyne, consist of Magneto and Rogue embracing while Rogue wears her primal Savage Land outfit from Uncanny X-Men #274 (1980).

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'X-Men '97': How Do Cyclops’ Eye Beams Work?

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One of the show's most mind-bending scenes happens between Jean Grey and Madelyne Pryor: the original squares off with the clone in a pulse-pounding confrontation that sees these omega-level mutants digging through each other's minds. Not only does this entire clash result in Madelyne wearing her Goblin Queen costume from the comics, but another historic reprisal appears in an animated version of X-Men #136 (1980), featuring Scott mourning his dead wife. This melancholic fight ends with Madelyne finally free from Sinister's thrall and Nathan, her baby, needing to be sent into the future to escape death by a techno-organic virus. Bishop claims to know someone who can cure the child of whatever Sinister infected him with. This could be a reference to Mother Askani, also known as Rachel Summers, the woman who initially tried to heal Nathan in the comics—and who also happens to be Jean and Scott's daughter in another timeline.

'X-Men '97' References the 'Animated Series' in One Adorable Moment

One of the final Easter eggs in Episode 3 is immensely cute, a far cry from the devastation that fills most of the runtime up until that point. In a flashback to Jean's first meeting with Professor Xavier, viewers see this powerful hero as a scared young girl, frightened of her powers and how much they seem to scare everyone around her. She's clutching a stuffed Cyclops in this scene, a brilliant callback to a flash of her room with the same toy audiences saw years ago in The Animated Series episode, "Dark Phoenix." This attests even more to this series' love for its source material and how committed it is to continuing the world established by its previous iteration.

It's unknown how much of the story going forward will be drawn directly from the comics or related to moments from the original show, but with all of these Easter eggs, it's clear that X-Men '97 is ready to show fans more of the world they first fell in love with and the many characters who make it up.

X-Men '97 is available to stream on Disney+ in the U.S. New episodes premiere every Wednesday.

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