X-MEN (Cerebro's nanotech team)

Membership: Crux, Grey King, Landslide, Mercury, Rapture, Xaos

Purpose: X-Men replacements

Affiliations: Cerebro Prime (creator, aka. Founder; posed as Professor X)

Enemies: Benassi Rocket (and everyone involved with this project), Dr. Peter Corbeau, Titania (the cruise ship and its passengers), X-Men (Colossus, Marrow, Nightcrawler, Rogue, Shadowcat, Storm, Wolverine)

Base of Operations: An abandoned laboratory near Cape Citadel, Florida

First Appearance: Uncanny X-Men#360 (October, 1998)


(Uncanny X-Men#360 (fb) - BTS) - Cerebro Prime created with nanotechnology his version of the X-Men by combining the abilities and personalities of several mutants in his database.

(Uncanny X-Men#360 (fb) ) - Cerebro Prime in his disguise as Professor X approached his creations in their artificial minds and asked each of them to join his X-Men.

(Uncanny X-Men#360 (fb) - BTS) - Cerebro Prime had his X-Men kidnap Dr. Peter Corbeau from his office in the Pentagon before he could meet the real X-Men to tell them about the mutant defense net he was working on for the government.

(Uncanny X-Men#360) - Not long after that Cerebro sent his X-Men after Kitty Pryde because he needed someone to cure him from a computer virus he was infected with by Bastion during Operation: Zero Tolerance. They found her aboard the cruise ship Titania along with Colossus and Nightcrawler (Excalibur had just been disbanded). Their attack damaged the ship and while Colossus and Nightcrawler tried to help, Kitty was captured by Cerebro's X-Men after Grey King had dampened her powers. The X-Men escaped after Xaos had knocked out Nightcrawler. Colossus couldn't help because he had to seal the hull breach. Nightcrawler and Colossus didn't follow the false X-Men because Nightcrawler decided that it was more important to help the injured and then get help at Xavier's Institute.

  The X-Men brought Kitty to an abandoned laboratory in the Florida swamp 62 miles northwest of Cape Citadel. They told her that their Founder needed her to save his life. She wanted answers and learned that they knew everything about the original X-Men, but they didn't want to let her go until the Founder allowed it. Kitty was surprised when the Founder revealed himself as "Professor X", but she immediately felt that something was wrong with him. The X-Men didn't go with Kitty when she went with "Xavier" (they looked like they were shut down temporarily). After "Xavier" had explained to Kitty that he was infected with a computer virus because Bastion had bound his functions to his own super computer, the X-Men returned to tell Kitty that they didn't want the Founder to perish. Kitty managed to abort the viral program and "Xavier" was whole again. She didn't understand how her actions could've healed the "Xavier", who ordered his X-Men to place Kitty in the storage chamber next to Peter Corbeau because she wasn't needed anymore. He detected other X-Men nearby and sent his X-Men after them. Mercury ripped open the real X-Men's Blackbird (with Marrow, Rogue, Storm and Wolverine aboard) and a fight in mid-air between the two X-Men teams ensued. Cerebro's X-Men nearly defeated the real X-Men. The real X-Men were saved by Colossus and Nightcrawler with another Blackbird, which was shot down by Mercury with an Aurora jet.

(X-Men II#80) - Kitty escaped the X-Men into the sewer system where she met Corbeau, who asked her to stop the Benassi Rocket without damaging it, before the false X-Men got to the rocket. Kitty then escaped "Xavier" and his X-Men. Cerebro was angry with his X-Men after this had happened, but he soon forgave them after intercepting Kitty's attempt to contact SHIELD. Not long after that, Cerebro's X-Men went to Cape Citadel and took over the base. They also found Kitty, who was trying to stop the Benassi Rocket. Outside at the rocket the Grey King tried to steal the final component of the government's Mutant Defense Net from the Benassi Rocket, but to the surprise of Cerebro's team, the real X-Men, who had survived the Blackbird's crash, arrived to stop them. "Xavier" entered the scene to tell the real X-Men that his X-Men were superior to them and asked them to stand down. He then explained to the X-Men that he needed the component to be able to find all mutants and eliminate all offending mutants without collateral damage to the human populace. "Xavier" couldn't allow someone else to have the power over this technology. The X-Men realized that the person in front of them was not the real Professor X. Wolverine was the first to attack him, but "Xavier" was able to defend himself with an energy blast. He took on an energy form and then ordered his X-Men to continue with their plan while "Xavier" tried to terminate the real X-Men. Grey King left with the stolen satellite. Seconds later the rocket started and was out of control. Grey King and Rapture arrived first at their plane, but the real X-Men caught up with them. The rest of Cerebro's team arrived and another fight between the X-Men teams ensued. During the fight the Grey King dropped the satellite and it was destroyed. "Xavier" couldn't believe this had happened and aborted the mission. "Xavier" turned his X-Men into energy and disappeared with them.

  "Xavier" met his X-Men miles away in the Florida swamps. They weren't so sure about their mission anymore. The "Xavier" told them that he loved them and then assimilated them into himself. Cerebro then took on a robotic form and decided to change his program parameters because emulating Professor X had failed.

(Uncanny X-Men#364) - Cerebro destroyed his X-Men, wich were held in stasis tubes, with anti-protons before abandoning and blowing up his base in Florida after it had been detected by human agencies.

Comments: Created by Steve Seagle, Chris Bachalo and various inkers.

I don't think Cerebro's X-Men ever lived in the real world. At the beginning of Uncanny X-Men#360 it seemed like Cerebro picked them up in the real world, but after learning their origin it became obvious that these meetings were just more implanted memories.

According to Uncanny X-Men.net Cerebro's X-Men were combinations of following mutants:

Profile by Markus Raymond.

The X-Men should not be confused with:

Crux should not be confused with:

Grey King has no known connection to:

Landslide has no known connection to:

Mercury has no known connection to:

Rapture has no known connection to:

Xaos/Chaos has no known connection to:


Crux aka. Cristal Lemieux believed herself to be an extremely confident and nearly arrogant French (or French-Canadian) figure skater. A bi-polar field around her body allowed her to raise the heat on one side of her body while draining the other side. She could project explosive elemental blasts of fire and ice.

Cristal remembered how "Xavier" approached her one day. She was at training and had just fallen onto the ice after screwing up a jump. She had to train with her loathed American rival and used her powers to make her fall as well by melting the ice beneath her. "Xavier" then appeared and told her that she could use her powers for the good of the world by joining the X-Men.

--Uncanny X-Men#360 (Uncanny X-Men#360, X-Men II#80, Uncanny X-Men#364

Grey King

Grey King aka. Addison Falk believed himself to be a teacher and a telepath of the highest order. He was very intelligent and possessed telepathic abilities that allowed him to psychically dampen the natural abilities of those around him. He also possessed the power of telekinesis and levitation. During flight he was often surrounded by a Phoenix-like aura, which suggests that his powers were based on an artificial Phoenix Force.

Falk remembered how "Xavier" met him while he played four chess games simultaneously. He won against three opponents and was then beaten by "Xavier", who asked him to become the leader of his X-Men. Falk naturally took his offer and became the leader of the team.

Falk was the X-Men's leader and was in love with Rapture (like Cyclops and Jean Grey).

--Uncanny X-Men#360 (Uncanny X-Men#360, X-Men II#80, Uncanny X-Men#364


Landslide ak. Lee Broder believed himself to be a hard-hitting, beer drinking Southern redneck. He possessed a natural resistance to any physical harm and superhuman strength. His whole body was built unnaturally massive and his extremities were larger than those of normal humans.

Lee remembered how "Xavier" approached him after another bar brawl. Lee had just beaten up everyone else in the bar including the owner, who was afraid that Lee's actions would run him out of business. "Xavier" told Lee that he must learn to control his temper and powers. Lee told "Xavier" that only people that wanted to be beat up called him Lee, but "Xavier" ignored the threat and asked Lee to join the X-Men.

--Uncanny X-Men#360 (Uncanny X-Men#360, X-Men II#80, Uncanny X-Men#364


Mercury believed himself to be a mercenary, who had once been in Aqaba, Jordan. He possessed the power to transform his body into an unrevealed liquid metal he could morph at will. He liked to morph his fingers into metallic claws. He also possessed magnetic powers.

Mercury remembered how "Xavier" approached him after the terrorist Fasich had offered Mercury a job, which he didn't accept because he wasn't a terrorist and didn't want to kill anyone in the name of a "holy" war. Fasich became angry when Mercury threatened him that if anyone else took the job he would hold Fasich responsible for it. Suddenly Fasich stopped to move because "Xavier" had seemingly stopped time to ask Mercury to join his X-Men. Mercury took the offer and joined the team.

--Uncanny X-Men#360 (Uncanny X-Men#360, X-Men II#80, Uncanny X-Men#364


Rapture aka. Sister Joy believed to have been told that she was the sign that was sent nearly two decades ago to an abbey, whose sisters had made the healing of injured birds their most sacred project. She seemed to have lived outside the abby for some time, but she eventually returned to become a nun herself and forget her life in the outside world. She possessed wings and a hollow bone structure that enabled her to fly. Her whole body was perfectly adapted to flight. She used a fence as weapon.

Sister Joy remembered how "Xavier" visited the abby she was raised in and asked her to join his X-Men team. She didn't want to do it at first, but "Xavier" was able to convince her by telling her that those who forget the past were doomed to repeat it.

Joy was in love with Grey King (leader and girl like Cyclops and Jean Grey).

--Uncanny X-Men#360 (Uncanny X-Men#360, X-Men II#80, Uncanny X-Men#364


Xaos aka. Chaos or Daniel Dash believed himself to be the autistic brother of Dwayne, a pilot at a flight show. He possessed the power to release a psycho-plasmic forceblast from his left eye, which Daniel's brother once named "Chaos Burst".

Daniel remembered how "Xavier" had approached him after he had saved the life of his brother Dwayne at a flight show by burning the trees, the Dwayne would've crashed into because he flew too low. Everyone else in the audience ran away when they realized that Dash was responsible for the fire. Only "Professor X" stayed to ask Dash to join his X-Men.

--Uncanny X-Men#360 (Uncanny X-Men#360, X-Men II#80, Uncanny X-Men#364

images: (without ads)
Uncanny X-Men#360, Cover (main image)
Uncanny X-Men#364, p3, pan1 (X-Men destroyed)
Uncanny X-Men#360, p5, pan9 (Crux head)
X-Men II#80, p15, pan3 (Crux body)
Uncanny X-Men#360, p2, pan8 (Grey King head)
X-Men II#80, p23, pan5 (Grey King body)
Uncanny X-Men#360, p16, pan3 (Landslide head)
X-Men II#80, p9, pan5 (Landslide body)
Uncanny X-Men#360, p4, pan4 (Mercury head)
X-Men II#80, p15, pan3 (Mercury body)
Uncanny X-Men#360, p5, pan1 (Rapture head)

p8 (Rapture body)
Uncanny X-Men#360, p3, pan2 (Xaos head)
X-Men II#80, p22, bottom left side (Xaos body)

Uncanny X-Men#360 (October, 1998) - Steve Seagle (writer), Chris Bachalo (pencils), Tim Townsend, Jordi Ensign, Aaron Sowd, Jon Sibal & Peter Palmiotti (inks), Mark Powers (editor)
X-Men II#80 (October, 1998) - Joe Kelly (writer), Brandon Peterson (pencils), Art Thibert & Dan Panosian (inks), Mark Powers (editor)
Uncanny X-Men#364 (January, 1999) - Steve Seagle & Ralph Macchio (writers), Leinil Francis Yu (pencils), Tim Townsend & Tadeo (inks), Mark Powers (editor)

First Posted: 01/15/2006
Last updated: 04/20/2014

Any Additions/Corrections? please let me know.

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