X-Men ’97 episode 3, “Fire Made Flesh,” continues Marvel’s triumphant revival of X-Men: TAS with a slew of delightful references to mutant adventures.

Spoiler alert! This article contains spoilers for X-Men ’97 episode 3 “Fire Made Flesh.”

Marvel Studios’ triumphant animated series X-Men ’97 has proffered another incredible adventure littered with Marvel references and Easter eggs. A revival of the classic 1990s X-Men: The Animated Series, X-Men ’97 recommences the narrative months later, with some highly consequential narratives. Demonstrating an equally adept attention to detail as its predecessor, X-Men ’97 has included many references to the original series and the X-Men’s impressive comic book legacy.

Episode 3, “Fire Made Flesh,” saw the eponymous mutant heroes deal with the fallout left by X-Men ’97 episode 2 “Mutant Liberation Begins.” Faced with a Jean Grey clone and Mister Sinister’s reemergence, the X-Men team faces immense adversity as they must confront their pasts. Much of this builds upon narratives depicted in X-Men: The Animated Series, leading to a wealth of delightful references and callbacks.

14. Roberto Recreates Jubilee’s X-Men: TAS Credits Scene

The X-Men ’97 Opening Credits Has Evolved Again

The X-Men ’93 opening credits have evolved with each episode, adding new character introductions and action sequences appropriate for each episode. Episode 3, “Fire Made Flesh,” included an image of Roberto running into a chain-link fence while pursued by a mob of hate-filled humans. This is a direct reference to the original X-Men: TAS opening, which featured Jubilee in an identical position.

Roberto, also known as Sunspot, has assumed Jubilee’s original role in X-Men: TAS as a conduit to introduce new viewers to the X-Men team and themes. Recreating the original Jubilee scene with Roberto is a blatant acknowledgment of Roberto’s new role, while nostalgically recreating one of the most memorable moments from X-Men: TAS.

13. Professor Xavier And Lilandra In Space

Xavier Is Actually In Space With Lilandra

Xavier has been notably absent from X-Men ’97, which has presented his absence as if the character had died. In fact, Xavier is off-planet, receiving vital medical care from the Shi’ar and his lover, Lilandra. X-Men ’97 initially proffered no clarity on this, with many characters talking about Xavier as if he had died.

However, X-Men ’97 has seemingly clarified this position in another key scene added to the opening credits. This scene depicts Xavier and Lilandra aboard a Shi’ar spacecraft as Lilandra angrily slams her fist into a control panel. Lilandra also appeared in “The Phoenix Saga” and “The Dark Phoenix Saga,” making this brief scene an even more pertinent reference.

12. Enter Magneto

X-Men ’97 Recreates A Classic X-Men: TAS Episode

Another major reference in X-Men 97’s opening credits for “Fire Made Flesh” features Storm (with her original hair) shielding Cyclops and Wolverine from Magneto’s attack on a military base. This is a recreation of X-Men: The Animated Series season 1, episode 3, “Enter Magneto.” The episode itself was inspired by the very first X-Men comic, in which the X-Men battled Magneto for the very first time.

Attacking a military base, Magneto seizes control of devastating weaponry, which he intends to launch at humans. The X-Men: TAS rendition climaxed as Storm intended to sacrifice herself by diverting the launched missiles away. Referencing “Enter Magneto,” X-Men ’97 recalls the original series and the first ever X-Men comic while also laying the groundwork to explore Storm’s powers and identity and Magneto’s strained history with the X-Men.

11. The Dark Phoenix

X-Men ’97 Recreates Its Greatest Storyline

Another reference to X-Men: The Animated Series in the X-Men ’97 “Flesh Made Fire” opening credits features Cyclops watching on as Jean is consumed as the Dark Phoenix. This scene recalls the heartbreaking conclusion to X-Men: TAS’s “The Dark Phoenix Saga,” in which Jean is overcome by the Phoenix’s power and influence.

This reference adds emotional stakes to the upcoming narrative by recollecting the tragic original storyline in which Jean Grey seemingly died. This scene reminds audiences of the tragic and tumultuous backstory and the difficult decision Cyclops had to make in eventually attempting to defeat Phoenix. This mirrors the difficult decisions he will soon face when he discovers that Jean Grey is a clone.

10. Rogue And Gambit Kiss

X-Men ’97 Recreates The Pair’s Famed Kissing Method

Also added to the X-Men ’97 opening credits is a moment when Rogue places her hand over Gambit’s mouth and kisses him. This is a direct reference to previous X-Men: The Animated Series episodes wherein Rogue uses the same technique to kiss Gambit without sapping his powers or life force. The couple also repeats this sporadically in Marvel Comics.

This scene references the pair’s long-standing romance in the comics and X-Men: The Animated Series. Specifically, it recalls the limitations within their relationship due to Rogue’s mutant ability and the strains this has put on their romance. This makes Rogue’s romance with Magneto even more difficult for Gambit to bear – setting up his hallucination later in the episode.

9. Morph’s Mutant Transformations

Morph Transforms Into Illyana Rasputin And Spiral

Morph’s shapeshifting proffers ample opportunity to inject some mutant references into X-Men ’97. The first two episodes featured a delightful range of mutants with varying abilities that Morph was able to apply adeptly to combat situations. Episode 3, “Fire Made Flesh” has fewer instances of this, but they are still of note. Firstly, Morph transforms himself into Spiral, a famed X-Men character often associated with the villain Mojo. Spiral is known for her distinctive multiple arms and metallic armor and previously appeared in X-Men: TAS season 2, episode 22 “Mojovision.”

Morph also transforms into Ilyana Rasputin – the younger sister to the X-Men’s Colossus. As Ilyana, Morph can be seen charging into battle armed with her trademark sword before assuming Ilyana’s Magik form. Ilyana Previously appeared in X-Men: TAS season 2, episode 4 “Red Dawn.”

8. Jean Grey’s Memories

Jean Grey Remembers Scenes From X-Men: The Animated Series

During X-Men ’97 “Fire Made Flesh,” Jean scans her mind for memories. These memories include references and scenes directly taken from X-Men: The Animated Series. Jean sees her original X-Men: TAS costume, comprising a full body, flesh-colored suit with her red hair poking out the top. Jean’s original Marvel Girl costume is also depicted, featuring a green dress and pointed yellow mask – which has already been referenced in X-Men ’97. These costumes featured notably in X-Men: TAS‘s rendition of “The Phoenix Saga” and “The Dark Phoenix Saga,” which Jean also remembers.

A classic shot from X-Men: The Animated Series “The Dark Phoenix Saga” depicts Storm and Beast looking up to Jean as she transforms into the Dark Phoenix. This is recreated in X-Men ’97 – including Beast’s backpack and Storm’s original hair. The scene in which Wolverine walks away from Jean and Cyclops kissing recreates a famed scene from X-Men: The Animated Series season 1, episode 5, “Captive Hearts,” in which the same event occurs – this also became a highly popular meme used to connote sadness.

7. Child Of Light And Darkness

X-Men ’97 References A Famous X-Men Comic Cover

When Jean Grey and Madelyne Pryor telepathically explore the memories that they share in X-Men ‘97’s “Fire Made Flesh,” several classic X-Men comic covers are used to represent their memories. One notable example is the cover from Uncanny X-Men #136, “Child of Light and Darkness,” which depicts Cyclops holding Jean Grey’s prone body while dressed in her Dark Phoenix outfit, set against a purple background.

X-Men ’97 recreates this perfectly, adapting the costumes slightly to fit with the designs used in X-Men: The Animated Series. Another memory includes an allusion to the X-Men: First Class comic and the original-era X-Men costumes. This reference previously appeared in X-Men ’97 as a photograph.

6. Bishop’s Time Travel Bracelets

X-Men ’97 Completes Bishop’s Original Time Travel Look

As Bishop prepares to travel into the future with Nate Grey, he dons his time travel bracelets seen in X-Men: The Animated Series. These allow Bishop to remain in a time period, and if removed or broken, Bishop is ripped back through time. This is depicted in X-Men: The Animated Series and Bishop would wear these bands on every temporal excursion in the series.

The band’s absence thus far in X-Men ’97 suggests that Bishop has somehow found a way to remain in the present day. These bands were originally designed by Forge, making Bishop’s reference to a mutant that can invent nearly anything even more pertinent. Interestingly, these bands are pretty much absent from the comics, as Bishop’s journey through time is initially a one-way trip.

5. Bishop’s Sister Shard

Shard Previously Appeared In X-Men: The Animated Series

During the incredibly disturbing hallucination scene in X-Men ’97 episode 3, “Fire Made Flesh,” several disturbing visions appear to the X-Men team. Bishop sees the face of his sister, Shard, emerging from a pipe. Shard previously appeared in X-Men: The Animated Series, most notably in season 4, episodes 9-10 “One Man’s Worth,” in which she aided Bishop in his fight to correct the timeline.

In the comics, Shard was killed before Bishop initially traveled back in time. In X-Men: TAS, Bishop manages to undo this death by restoring the timeline, but has presumably left his sister to languish in a post-apocalyptic future while he serves on the X-Men ’97 team. This scene serves as a stark reminder of Bishop’s sacrifices while recalling X-Men: TAS episodes.

4. Rogue & Magneto’s Savage Land Costumes

Rogue And Magneto’s Romance Takes Another Turn In X-Men ’97

X-Men ’97 introduced a controversial relationship from the comics into its animated canon – Rogue and Magneto. This is largely driven by the fact that Magento can touch Rogue without losing his powers, allowing Rogue some much-needed physical human contact. This evolved substantially in X-Men ’97 episode 3, “Fire Made Flesh,” hinting at the possible origins of their relationship.

As part of Gambit’s horrifying hallucinations in X-Men ’97, he sees Magneto and Rogue embracing and surrounded by plant life and vines. The pair is scantily clad, dressed, in fact, in the outfits the pair wore while living in the Savage Land. This verdant rainforest is one location where the pair’s romance blossomed in the comics, suggesting it played a similar role in X-Men ’97.

3. The Wedding Of Scott Summers And Jean Grey

The Photo Jean Destroys Replicates A Famed X-Men Cover

During Madelyne’s angry outburst in X-Men ‘97’s “Fire Made Flesh,” she looks upon a photograph depicting her and Cyclops getting married. This photograph is a direct recreation of the classic cover for X-Men (Vol. 2) #30 from 1994. The issue, titled “The Wedding of Scott Summers and Jean Grey,” depicts the happy couple finally tying the knot in front of the expansive X-Men line-up.

The inclusion of this X-Men cover in X-Men ’97 is a delightful callback to the classic cover. It is also, however, incredibly charged. Using this cover directly recalls an X-Men moment in history that belongs to Jean Grey. Unsurprisingly, Madelyne responds with anger.

2. Morph’s X-Men: TAS Design

Morph Reverts To Their Classic Design In X-Men ’97

Morph’s design was refreshed for X-Men ’97, boasting a more featureless facial design than depicted in X-Men: TAS. When discussing Mister Sinister during X-Men ’97, Morph shifts his appearance to match his X-Men: TAS design. This recalls his former guise and Sinister’s control over him, paralleling Madelyne Pryor’s journey throughout the episode.

In X-Men: TAS, Morph was believed to have been killed before being found and corrupted by Sinister. Morph’s appearance would fluctuate slightly depending on Sinister’s influence at that time. When Sinister has full control over Morph, Morph gains heavy shadows around his eyes, with a purple inflection underneath. This is the rendition that X-Men ’97 references.

1. Comic-Accurate Goblin Queen Costume

Madelyne Pryor Dresses As Her Infamous Villain Persona

When Madelyne Pryor descends into full villainy in X-Men ’97, episode 3 “Fire Made Flesh”, she assumes her Goblin Queen costume. In Marvel Comics, Madelyne loses her grip on sanity after Cyclops leaves her for Jean Grey and her son is kidnapped by Mister Sinister. This leads to her transformation into the demonic Goblin Queen, assuming dominion over hellish dimensions.

X-Men ’97 references this through Madelyne’s comic-accurate costume. Adorned in black and red, with Mister Sinister allusions, Madelyne Pryor’s Goblin Queen costume represents the ultimate corruption of a purportedly innocent character. Including it in X-Men ’97 demonstrates Marvel’s continued adherence to comic book lore – a legacy established in the original X-Men: The Animated Series.

Note: New Episodes Of X-men ’97 Air Every Wednesday On Disney+