(of Earth-2182)

Membership: Armageddon, Nightcrawler (Kurt Wagner), the Phoenix Force, Plague (Lucien), Professor W (Logan), Kitty Pryde, Thunderbird; formerly Colossus, Cyclops, Jean Grey, Nocturne (Talia Josephine Wagner), Professor X (Charles Xavier), Shadowcat (Kate Pryde)

Purpose: To fight for peaceful coexistence between mutants and humans

Aliases: None

Affiliations: The Avengers (Iron Man, Scarlet Witch, Thor, presumably others), Butt Monkey (Nocturne's band) (Nocturne, Shawn, two others), Moira MacTaggert, the Xavier Institute students (Bobby, Charlie, George, Kiko, Mandy, Nate, Truddy, Warlock, many others); formerly Colossus, Cyclops, Jean Grey, Illyana, Patsy (a news reporter that reported on their mission against Apocalypse), Professor X

Enemies: Apocalypse, Brotherhood of Evil Mutants (Beast, Blob, Cyclops, Hyve, Radioactive Man, Rogue,White Dwarf), Shadow King

Base of Operations: The Xavier Institute for Gifted Children, 1407 Gramalkin Lane, USA

First Appearance: X-Men Millennial Visions (August, 2000)

History: (Exiles I#41 (fb)/X-Men Millennial Visions - "Professor W's X-Men" (fb) - BTS) - After killing Charles Xavier in a berserker rage caused by the Shadow King, Wolverine was telekinetically paralyzed during Xavier's death throes.

(X-Men Millennial Visions - "Professor W's X-Men" (fb) - BTS) - Crippled beyond his healing factor's ability to correct, Wolverine was driven by guilt to continue Xavier's dream of peaceful coexistence between mutants and humans.

(Exiles I#41 (fb) - BTS) - Refusing to forgive Wolverine, Cyclops left the X-Men following Jean Grey's death while Thunderbird and others stayed behind. At some point, the former healer Lucien combined his illness-absorbing abilities with Cerebro and several telepaths and managed to absorb the Legacy Virus, becoming the living embodiment of the Virus when he proved unable to purge the Virus from his body.

(X-Men Millennial Visions - "Professor W's X-Men" (fb) - BTS) - Dubbed Professor W, Wolverine formed a new X-Men team joined by his best friend Nightcrawler, who remained active as a favor to Wolverine and to train his daughter Nocturne. Also joining the X-Men were the Phoenix Force, which had taken possession of the empty steel form of Colossus that had been relinquished years earlier when Colossus merged his soul with the Limbo dimension to save his sister Illyana, the phasing Kitty Pryde, and living virus Plague.

(Exiles I#1 (fb)) - After being raised under the watchful eye of both of her parents, Nocturne quickly moved up through the ranks of the Xavier Institute, eventually joining Professor W's X-Men in her own right when the team consisted of both seasoned veterans and highly skilled young students.

(Exiles I#41 (fb) - BTS) - After Apocalypse demolished several buildings to set up a Chronal Disrupter, the X-Men engaged Apocalypse and Apocalypse's "son" Armageddon, created from the genetic material of Apocalypse and Jean Grey moments before her death, switched sides to aid the X-Men.

(Exiles I#41 (fb)) - While Armageddon physically battled Apocalypse, Professor W used the TK Chip in the Phoenix Force's brain to telepathically order the X-Men to keep Apocalypse busy while Shadowcat took out Apocalypse's Chronal Disrupter. Shadowcat managed to phase through Apocalypse's shielding and then affected the Chronal Disrupter, causing it to explode.

(X-Men Millennial Visions - "Professor W's X-Men" (fb) - BTS) - While the X-Men remained unaware, the exploding Chronal Disrupter had replaced Shadowcat with her younger, time-displaced self.

(Exiles I#41 (fb)) - Losing telepathic contact with Shadowcat, Professor W informed the X-Men and they frantically began digging through rubble in search of Shadowcat, instead finding only who appeared to be a younger Kitty Pryde. With Apocalypse defeated and the police on their way, Professor W ordered the X-Men to pick up Kitty and retreat from the scene. Back at the Xavier Institute, Professor W and Nightcrawler viewed a computer scan of the area and confirmed that Apocalypse was gone while Thunderbird watched on television as the news reported the X-Men's involvement in the city's damage. Deducing that Apocalypse had disappeared with their Shadowcat due to the Chronal Disrupter, Professor W also suggested that their Shadowcat must have been swapped with her younger self. Nightcrawler agreed, but questioned where the adult Shadowcat was and why they didn't recall her being switched in the past, suggesting that their Shadowcat might have been sent to an entirely different reality. Professor W then told Nightcrawler to have Moira run tests on Kitty to find out if she was native to their reality and then have Kitty placed in the student dorms, hoping that being around children her own age might help keep Kitty calm. Reports soon came in over the news of an attack by Cyclops' Brotherhood of Evil Mutants following an FBI raid, prompting Nightcrawler and Professor W to discuss Cyclops' intentions. As Thunderbird left to shower, Nocturne showed the young Kitty Pryde around the Institute, introducing her to Plague as they made their way to Moira MacTaggert, who prepared to run tests on Kitty. When Kitty asked if Moira could send her back to her home time, Moira promised the X-Men would get her back somehow. Nightcrawler then met with and tried to acclimate Armageddon to the X-Men as Nocturne met back up with Kitty and continued explaining the X-Men's history. After briefly running into Thunderbird, Nocturne took Kitty to the dorms, where many of the students were still awake. Since the students appeared pre-occupied with goofing off, Nocturne promised to introduce the homesick Kitty to them the following morning. Later that night, Professor W awoke from a nightmare involving his murder of Charles Xavier to find the Phoenix Force standing near his bed, having been drawn there by Professor W's intense dreams. Professor W ordered her to leave but the Phoenix Force reminded Professor W that she could telekinetically heal Professor W's paralysis. Professor W only repeated his order to get out and the Phoenix Force reluctantly departed and soon left the X-Men, wondering when the Professor would allow his penance to end. The following morning, Nightcrawler monitored a Danger Room routine for Nocturne and chewed Nocturne out after she was nearly hit by flying blades. Their argument prompted Nocturne to angrily remind her father that she was not him before she stormed out of the Danger Room. As Nocturne angrily left the Institute, Kitty Pryde asked if she could come along and Nocturne allowed her to tag along. A guilty Nightcrawler discussed Nocturne's departure with Professor W, questioning whether he had been too demanding on Nocturne. Professor W admitted his opinion that Nightcrawler was pushing Nocturne too far but before the discussion could continue, an explosion rocked the Xavier Institute and Cyclops' Brotherhood of Evil Mutants revealed themselves.

(Exiles I#42 (fb)) - Nightcrawler immediately teleported Professor W to safety in Moira MacTaggert's lab, ordering Moira to help the Professor into his exo-suit as Nocturne and Kitty Pryde, unaware of Cyclops' attack on the Institute, enjoyed some time with Nocturne's band, Butt Monkey. As the fight between the X-Men and the new Brotherhood of Evil Mutants escalated, the Super-Skrull Rogue broke Warlock's body in half and downed Thunderbird with a flame blast. Nightcrawler pleaded with Cyclops to stop his attack but Cyclops only warned Nightcrawler to check his emotions, as his sentient insect swarm ally, Hyve, was provoked by aggressive emotions. Hyve quickly covered Nightcrawler, who teleported away, killing Hyve's insects that were covering him. While the still-unaware Nocturne and Kitty Pryde looked in a tattoo parlor and Nocturne ultimately had her hair done in dreadlocks, Professor W discovered that Cyclops had jammed the TK Chip that allowed him to telepathically communicate with the X-Men. As he got into his exo-suit, Armageddon punched Radioactive Man through the wall. Thunderbird engaged White Dwarf as Cyclops and Rogue entered Moira's lab, where he was once more confronted by Nightcrawler, who again pleaded with Cyclops to cease his attack. Upon seeing Plague, Cyclops asked what the X-Men had done to him but Plague insisted he was fine and that Moira was taking care of him. Hyve quickly reacted to Plague, attacking the young boy despite Cyclops' pleas not to. Unfortunately for Hyve, Plague's Virus abilities infected and killed the sentient swarm. Returning to the Insitute, Nocturne and Kitty found students running outside and asked what was going on. Learning of the attack, Nocturne suggested the students start acting like X-Men. The students then distracted Blob, who was taken down by Nocturne during the distraction. After Cyclops killed Plague, feeling that his hand was forced by Nightcrawler and his X-Men, Nightcrawler jumped into battle against Cyclops as Armageddon telekinetically destroyed Radioactive Man's containment suit, causing an explosion that downed most of the X-Men and Brotherhood. The surviving Cyclops then downed Nightcrawler with an optic blast to the face, leaving only Moira and Professor W standing against Cyclops and Rogue. Cyclops quickly had Rogue incapacitate Moira and Professor W stood against Cyclops as Nocturne and the Institute students arrived. As Kitty took down White Dwarf, Cyclops attacked the students and Nocturne was knocked to the ground when she tried to possess Cyclops' body. Cyclops then destroyed Professor W's exo-suit and picked him up, preparing to kill the Professor. With only seconds of life left for Professor W, a recovering Nocturne possessed Armageddon's body and used his telekinesis to animate Professor W's body, forcing his hands to Cyclops' chest. Surprised, Cyclops was then impaled when Nocturne popped Professor W's claws. The Professor then suggested Nocturne release him and she did. Later, Nocturne met with her father, who had suffered a broken arm in the battle, and the two discussed her actions against Cyclops. Admitting that she felt she didn't have any other choice, Nocturne was told by Nightcrawler that she had taken an awful risk and that if she had been an inch or two off, she could've killed Cyclops rather than just stopping him. Realizing he was being too hard on Nocturne again, Nightcrawler apologized and reminded her that she had done well against Cyclops. He then suggested they talk about her new hairstyle.

(Exiles I#41 (fb) - BTS) - The Phoenix Force returned, much to the X-Men's surprise.

(Exiles I#1 (fb) - BTS) - Nocturne was plucked from Earth-2182 by the enigmatic Timebroker to serve in the reality-hopping Exiles team alongside mutants from other realities.

Comments: Created by Jim Calafiore and Pete Palmiotti.

Exiles I#1 stated that Wolverine had taken over the X-Men following Professor X's retirement (& it showed the paralyzed Wolverine with his arms crossed, which couldn't happen since he was paralyzed from the neck down) though all other stories mention the possessed Wolverine's murder of Professor X and his taking over the X-Men out of guilt. Given that Nocturne's story is a flashback in Exiles I#1, perhaps Wolverine's paralysis got steadily worse over time, starting with his legs and later moving to his arms and everything below his neck? Then again, the story was being told by the Timebroker, who could've been exaggerating for his own reasons, I suppose.

Profile by Proto-Man.

Earth-2182's X-Men have no known connections to


Armageddon was the genetic "son" of Apocalypse, created using harvested genetic material from both Apocalypse and Jean Grey, taken moments before her death. Accompanying Apocalypse when Apocalypse set up his Chronal Disrupter, Armageddon turned on his "father" and aided the X-Men against Apocalypse. Upon Apocalypse's defeat, Armageddon was invited to accompany the X-Men back to their Xavier Institute headquarters, where he was given a small room to stay in. Nightcrawler soon came to talk to Armageddon about his new adjustment but Armageddon remained somewhat confused as to the state of his life without Apocalypse. When Cyclops' Brotherhood of Evil Mutants attacked the Xavier Institute, Armageddon joined the fight, punching Radioactive Man through a wall and into Moira MacTaggert's lab, ultimately being downed after he telekinetically destroyed Radioactive Man's containment suit, resulting in a large explosion. Following the battle against Cyclops, Armageddon joined Professor W's X-Men team.

Armageddon had superhuman strength and durability, rivaling that of his father Apocalypse, while other possessing telekinesis, inherited from his genetic mother, Jean Grey.

--X-Men Millennial Visions (Exiles I#41-42 (fb), X-Men Millennial Visions,


One of the world's greatest X-Men, Nightcrawler had a daughter with the Avengers' Scarlet Witch and together, the two raised Talia Josephine Wagner. When a Shadow King-possessed Wolverine murdered Professor X, Nightcrawler remained by Wolverine's side when the guilt-stricken Wolverine took over the X-Men as Professor W. Constantly worrying about Talia, who had joined the X-Men as Nocturne, Nightcrawler became strict and constantly chewed Nocturne out for being too careless. After the X-Men defeated Apocalypse and the subsequent Chronal Disrupter explosion left behind a time-displaced Kitty Pryde, Nightcrawler discussed the matter with Professor W and Nightcrawler later visited Armageddon, the son of Apocalypse who had sided with the X-Men, to see how he was acclimating to his new life. The following morning, Nightcrawler again chided Nocturne for being too careless during a Danger Room session and she angrily left the Institute with Kitty Pryde. During Nocturne's absence, the Institute was attacked by Cyclops' Brotherhood of Evil Mutants and Nightcrawler pleaded with Cyclops several times to halt the attack before reluctantly fighting back, only to be downed by an optic blast to the face. Breaking his arm during the battle, Nightcrawler later discussed Nocturne's actions following the battle, admitting that he worried about her and reminding her that she had done good against Cyclops. He then brought up the matter of her newly-dreadlocked hair. Their heart-to-heart talk remained one of the last moments he shared with Nocturne before she was plucked from Earth-2182 to join the reality-hopping Exiles.

Nightcrawler possessed the same teleportation abilities that his Earth-616 counterpart has.

--X-Men Millennial Visions (X-Men Millennial Visions (fb) - BTS, Exiles I#1 (fb), Exiles I#41-42 (fb), X-Men Millennial Visions,

The Phoenix Force

Following Colossus merging his soul with the demonic Limbo realm in an effort to save his sister Illyana, the Phoenix Force possessed the empty steel shell of Colossus' body, shaping it to fit its own form. Joining Professor W's X-Men team, the Phoenix Force remained a steadfast member, often drawn to its teammates' dreams, especially Professor W's intense dreams about his earlier murder of Professor X while under the Shadow King's control. After aiding the X-Men against Apocalypse, who briefly contained the Phoenix in a power dampener until the Force burned through it, the Phoenix Force later visited Professor W's room, drawn there by his nightmares and reminded the Professor that it could telekinetically fix his paralysis. Professor W instead ordered the Phoenix Force to get out and when it questioned how long the Professor would continue to bear paralysis as penance for Professor X's murder, Professor W repeated his orders. In response, the Phoenix Force left the X-Men for some time, eventually returning, much to the shock of its former teammates.

The Phoenix Force, while in possession of Colossus' body, had godlike telekinesis and telepathy as well as superhumanly strong and durable, organic steel body.

--X-Men Millennial Visions (Exiles I#41-42 (fb), X-Men Millennial Visions,


Discovered while traveling with an evangelical troupe as its healer, the young Lucien joined Professor W's X-Men. In an effort to cure the Legacy Virus, Lucien combined his illness-absorbing mutant powers with the computer Cerebro and several of the world's foremost telepaths and succeeded in absorbing the Legacy Virus into himself. Unfortunately, the Virus proved too strong to purge from his body and Lucien's body was transformed to resemble a Virus-emitting skeleton. Taking the name Plague, Lucien continued to aid the X-Men on occasion while mostly remaining inside a quarantined cell within Moira MacTaggert's lab, where he enjoyed completing models. When Cyclops' Brotherhood of Evil Mutants attacked the Xavier Institute, Plague was released during the attack and Cyclops was shocked at how the young Lucien had changed since the last time they had met. Provoked by Plague's form, Cyclops' sentient insect swarm ally Hyve attacked Plague despite Cyclops' orders not to, but Plague used his abilities to kill Hyve. Feeling as if Professor W's X-Men had forced his hand, Cyclops responded by killing Plague.

Plague had the ability to draw the illnesses and defects of others into himself and then purge these illnesses back out from his body. After absorbing the Legacy Virus, Plague proved unable to purge the Virus and was transformed into a walking skeleton that could infect others with the Legacy Virus by touch.

--X-Men Millennial Visions (X-Men Millennial Visions (fb) - BTS, Exiles I#41, #42d,

Professor W

Possessed by the Shadow King, Wolverine murdered Charles Xavier in a berserker age and was paralyzed beyond his healing factor's ability to compensate by Professor X's telekinetic death throes. Guilt-stricken by his experience, Logan took the name Professor W and opted to make amends for his actions by taking over the Xavier Institute and continuing Professor X's dream of peaceful coexistence between mutants and humans. Wearing an exo-suit to stand, Professor W strategized X-Men missions with Nightcrawler as his second-in-command, often using a TK Chip to communicate with the other X-Men telepathically using the Phoenix Force's powers. After the X-Men defeated Apocalypse and destroyed his Chronal Disrupter, which replaced their Kitty Pryde with her time-displaced past counterpart, Professor W met with Nightcrawler to discuss the events and later discovered the Phoenix Force in his bedroom when it was drawn there by his nightmares of killing Professor X. When Professor W ordered the Phoenix Force to get out, it left the X-Men for a time. The following day, Professor W met with Nightcrawler to discuss whether or not Nightcrawler was pushing his daughter Nocturne too hard but their conversation was interrupted by an attack from Cyclops and his new Brotherhood of Evil Mutants. Nightcrawler immediately teleported Professor W to Moira MacTaggert's lab so that she could help get Professor W into his exo-suit but Cyclops and his Brotherhood soon busted into the lab and downed everyone except Cyclops and Professor W. The two shared fierce words before Nocturne and the Xavier Institute students arrived. After Cyclops destroyed Professor W's exo-suit, Nocturne possessed Armageddon and used his telekinesis to force Professor W's hands to Cyclops' chest. Shocked at seeing Professor W move, Cyclops was then stabbed when Nocturne used Armageddon's telekinesis to pop Professor W's claws. With Cyclops defeated, Professor W asked Nocturne to release him and she did so.

Despite being paralyzed from the neck down, Professor W still possessed the healing factor, superhuman senses and claws that his Earth-616 counterpart, Wolverine, had. In order to stand, Professor W often wore a metallic exo-suit and he telepathically communicated with the other X-Men via TK Chip technology.

--X-Men Millennial Visions (Exiles I#1 (fb), Exiles I#41-42 (fb), X-Men Millennial Visions,

Professor X

Charles Xavier was the mutant leader of the X-Men and fought for a dream of peaceful coexistence between humans and mutants. When his X-Men teammate Wolverine was possessed by the telepathic Shadow King, Professor X was murdered by the berserk X-Man. As Xavier died, he unleashed a telekinetic wave that paralyzed Wolverine from the neck down. Guilt-stricken at what he had done while under the Shadow King's control, Wolverine took the name Professor W and continued to lead the X-Men in support of Xavier's dream.

Professor X had the same telepathic powers that his Earth-616 counterpart had.

--(mentioned): X-Men Millennial Visions, (seen): Exiles I#41 (fb)

Kitty Pryde

Following Wolverine's murder of Professor X while under the control of the Shadow King, Kitty Pryde remained by Wolverine as took to calling himself Professor W and re-dedicated the X-Men to Charles Xavier's dream. Using the codename of Shadowcat, Kitty (or "Kate" as she preferred to be called) became friendly with Nightcrawler's daughter Talia, who had taken to referring to Shadowcat as "Aunt Kate." During a battle against Apocalypse, Professor W had the X-Men distract Apocalypse while Shadowcat disabled Apocalypse's Chronal Disrupter. When she phased through the Chronal Disrupter, it exploded, exchanging Shadowcat with her younger self and leaving only her teenage self behind. Unsure if the Kitty Pryde left behind was even from their reality, the X-Men nonetheless took her in as an X-Men member and had Moira MacTaggert run tests to be sure. Kitty was then given a room in the Xavier Institute student dorms and the following day, she accompanied Nocturne as Nocturne left the Institute, angry due to an argument with Nightcrawler. Joining Nocturne as Nocturne practiced with her band, Butt Monkey, Kitty also accompanied Nocturne to a tattoo parlor, where they talked about someday getting tattoos, and to a hair salon, where Nocturne had her hair styled in dreadlocks. Returning to the Xavier Institute to find it under attack by Cyclops' Brotherhood of Evil Mutants, Kitty and Nocturne teamed with the Xavier Institute students to fight back against the Brotherhood, with Kitty disabling Brotherhood member White Dwarf by phasing through his body.

Kitty Pryde possessed the same phasing ability that her Earth-616 counterpart has.

--X-Men Millennial Visions (Exiles I#1 (fb), Exiles I#41-42 (fb), X-Men Millennial Visions,


A member of the X-Men, Thunderbird remained on the team following Wolverine's murder of Professor X while under the control of the Shadow King. Often possessing a temper, Thunderbird held a grudge against Cyclops for turning on the X-Men following Xavier and Jean Grey's subsequent death. He later joined the X-Men against Apocalypse and watched the news following the fight, growing annoyed when the news began reporting of Cyclops' new Brotherhood of Evil Mutants. When his shower messed up, Thunderbird instead went to the Institute dorms' locker room to shower, shortly after running into Kitty Pryde and Nocturne as Nocturne showed Kitty around the Institute. When Cyclops' Brotherhood attacked the Institute, Thunderbird helped defend it, battling Rogue and others before being downed by the resulting explosion from Armageddon destroying Radioactive Man's containment suit. 

--Exiles I#1 (fb) (#41-42 (fb),

images: (without ads)

X-Men Millennial Visions, p35, splash page (X-Men, main image)
Exiles I#1, p13, pan2 (earlier X-Men roster, with a standing Professor W)
Exiles I#41, p12, pan2 (Armageddon)
Exiles I#1, p13, pan1 (Nightcrawler)
Exiles I#41, p6. pan3 (Phoenix Force)
Exiles I#41, p8, pan2 (Professor W)
Exiles I#41, p16, pan1 (Professor X)
Exiles I#41, p6, pan2 (Kitty Pryde as the adult Shadowcat)
Exiles I#41, p7, pan4 (Kitty Pryde as her time-displaced younger self)
Exiles I#41, p5, pan3 (Thunderbird)

X-Men Millennial Visions (August, 2000) - "Professor W's X-Men" story - Jim Calafiore (writer, pencils), Pete Palmiotti (inks), Mike Marts (editor)
Exiles I#1 (August, 2001) - Judd Winick (story), Mike McKone (pencils), Mark McKenna (inks), Mike Marts (editor)
Exiles I#41 (March, 2004) - Jim Calafiore (writer, pencils), Eric Cannon (inks), Mike Marts (editor)
Exiles I#42 (April, 2004) - Jim Calafiore (writer, pencils), Eric Cannon (inks), Mike Marts (editor)

Last updated: 11/06/16.

Any Additions/Corrections? please let me know.

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