Phoenix Force is the 4th Episode of Season 1 of Exiles: the Animated Series.
As soon as Wolverine's claws come towards Mimic's face, he coats himself in steel and the Adamantium barely makes a mark. As Mimic's healing factor begins working slowly, he fights back. He slices Wolverine's chest, and he sees it heal faster than his Wolverine ever could. That was when Mimic became worried. He dodged Wolverine's lunge and then elbowed him in the back, hearing it crack, but once again, it healed. He knew he couldn't hold back, he had to take him out. Mimic took to the air and blasts an optic beam at Wolverine, but it merely grazes his arm. "Get down here, poser, and fight like a man!"
"I don't suppose you'd come up here and fight like a bird?" This comment makes Wolverine mad and he jumps into the air and stabs Mimic in the chest, but Mimic retracts his claws and sucker punches Wolverine in the nose, sending him flying down.
A Shi'ar scientist is seen walking by a door and he hears the two of them fighting. He ponders opening the door, but he decides to keep walking.
Mimic has Wolverine slammed onto the ground and he continuously punches him in the face and eventually it looks like he is close to winning, but Wolverine isn't giving up. He stabs Calvin in the stomach and he lets out a blood curdling scream. He then decides to end it and he blasts a very powerful optic beam onto Wolverine's face. When he ceases, Wolverine grabs onto Cal's shoulder, clearly dazed, trying to pull himself up. Cal gulps before punching Wolverine in the face and knocking him out. He checks Wolverine's pulse and then sits back and looks at his wound.
The door slides open and Blink, T-Bird, and Nocturne come running in. They see Wolverine unconscious and then Blink notices Mimic. She runs over to him and asks if he was okay.
"You know, a little help earlier could have helped." He jokingly replies, and Blink can't help but grin. She helps him up and Nocturne asks what they are going to do about Wolverine. Blink looks at him and then her eyes light up as if she has an idea.
About an hour later, Wolverine is in a rejuvenation chamber with a Shi'ar Doctor, Professor Xavier, and Nightcrawler by his side. Wolverine says "I don't know Chuck, some people on the Shi'ar force must have ambushed me from behind, I didn't get a chance to fight back. If I did I would've won. Now let me outta here so I can fight tomorrow."
"I'm afraid that isn't an option, Logan. You're Healing Factor seems to be working slowly, you'll have to sit it out." says Professor X.
Wolverine sighs. "No, the X-Men needs me. I'm not gonna just-"
But Nightcrawler cuts him off. "Please, my friend. I do not want to risk losing you."
He sighs once more. "Yeah, okay da- er, elf."
As the Shi'ar Doctor, Professor X, and Nightcrawler leave, the Doctor begins giving the report. "He should be okay within time, but something about his vitals was... off. It's most likely nothing but we will find out soon." Professor Xavier nods and Nightcrawler wheels him away.
Back inside the room, Wolverine's eyes glow yellow and Nocturne leaves his body and shivers a little bit before he falls unconscious once more. Back in the Exiles's room, Mimic is in bed, still in steel form as his wounds heal. Nocturne walks back in and says "Great plan, Blink. They bought it."
"Good." says Mimic. "I had no idea you had possession powers." Nocturne simply shrugs and takes a seat. As silence lingers over them, Blink looks around, sees all of them are still sad and worried about their mission, but she just can't understand why they're being so emotional. She gets up to go out onto the balcony to clear her head.
It didn't take long for Mimic to get out of bed and meet her there.
"What's bugging you?" he asks.
"Nothing. It's just that I don't get why all of you are being so emotional about this."
Mimic looks skeptical. "Look, Blink, the fact that you aren't emotional about this is why you have to lead this team. All of us, we get attached to people, we know who they are, and it would tear us apart to have to kill them. But you, you didn't have to go through all of that. You exist outside of our emotional ties. You're the only way the Exiles can succeed."
She looks into his eyes and he looks back into hers. She chuckles and says "No pressure, right?" He chuckles right back and puts his hand on her shoulder. "You'll do great, and I'll always be there to help you." As he starts to turn to go back inside she hugs him, not knowing why, just knowing that she needs his support.
Inside, T-Bird sees this and his face becomes blank, and he turns to walk away.
The next day, the Exiles and the Shi'ar forces are entered into the arena. They make their plans to split up, and Morph, Nocturne, and Sunfire go with one half to the right of the arena. Morph and Sunfire are trying to go over a plan, but Nocturne stops them and points. They notice Nightcrawler, Colossus, and Storm coming their way.
"No, this is all wrong! Beast is supposed to be with this group! Why is Nightcrawler here?" Nocturne begins to freak out but Morph attempts to calm her down.
"They must have switched up the teams when Wolverine was taken out." says Sunfire. "I'll fight Nightcrawler if you want me to."
"No, I have to do this. No one touches my dad." She then teleports away and appears behind her father. She grabs his neck and teleports once more. This puts Colossus and Storm on the alert. Morph turns into an elephant and he jumps on top of them. Before the Shi'ar forces can react, Sunfire turns around and blasts all of them, knocking them out.
On the other half of the arena, Blink and Mimic are walking ahead of T-Bird, who has just finished taking out the Shi'ar forces. He looks at the two of them with disdain on his face before catching up. Mimic then holds out his arm, causing them to stop. He points over at a large rock and they can see Cyclops peering over the side of it. He looks back and makes a signal with his hand before he, Jean Grey, Beast, and Angel run across the arena to another rock.
Mimic turns around and says "Blink, you take out Jean, get her away from the arena. T-Bird, handle Angel and Beast, I'll take-" but before he can finish, T-Bird shuffles past and jumps over to the rock the X-Men are hiding behind. "I didn't finish." says Mimic, but Blink tells him to play it by ear. She teleports away and he sighs before flying towards the rock. T-Bird punches it and it shatters. As he falls, the X-Men try to scatter but T-Bird grabs onto Cyclops's head, and he blasts a laser, causing him to let go and fall on top of Beast.
Nocturne and Nightcrawler are doing hand to hand combat, constantly teleporting around each other trying to get at an advantage. Morph turns into a trampoline right before Colossus collides with him, and as Storm blasts lightning, he is knocked into the air and gets electrocuted. He falls down and lands on top of Nightcrawler and Nocturne, causing her mask to get ripped off. She teleports away and appears by Sunfire, and the two of them survey the scene.
Cyclops blasts a laser at Blink, but she teleports away and the laser hits Jean in the back. Cyclops screams as Jean falls down. She opens her eyes and they become red with fire. She turns around and blasts fire from her hand at Cyclops. Blink appears behind him and she yanks him into a portal.
Over on a mesa, Blink and Cyclops appear by Sunfire, Nocturne, Morph, Storm, and Nightcrawler.
"What the heck is going on?" asks Cyclops.
"That's not Jean Grey. That's the Phoenix Force, and it's taken her over. It won't stop until everyone here is dead." says Blink. "We're here to help you guys take her out."
"Take her out? That's my fiance! I'm not going to kill her!" shouts Cyclops.
"You don't have to. That's why I'm here." says Blink. Cyclops looks over and sees the Phoenix fighting Mimic, T-Bird, and a very confused Angel and Beast. Phoenix grabs Beast by the neck and lights him on fire.
"Oh my god!" shouts Angel, who flies up higher, and Phoenix follows him. She coats her hands in fire, ready to attack, but Nightcrawler appears behind her and she teleports Phoenix back to the ground before punching her in the face. "Get away, Warren! GO!" Her eyes erupt in flames before she begins choking Nightcrawler.
"DAD!" shouts Nocturne who teleports behind Phoenix and attempts to possess her, but she is repelled right away. "I'll be with you in a minute." she says as she telepathically murders Nightcrawler. As Nocturne watches in horror, Wolverine comes jumping over a rock and he covers her as Phoenix blasts fire. It lights his back on fire, but he grabs her and runs. He knocks Jean over and throws Nocturne towards everyone else and he attempts to jump up himself, but Jean gets up and uses her telekinesis to lift him up. He shouts but before she can do anything, Cyclops gulps and turns towards Blink.
"The X-Men will distract her. We'll free Wolverine so that he can kill her, but you have to get him there before she can kill anyone else." It was hard for him to get the last part out, but Blink nods.
A portal opens behind Jean and the X-Men come running out. Cyclops blasts her, causing her to drop Wolverine. All of the X-Men start to overwhelm her, but she begins glowing when she slams Colossus onto the ground. Cyclops tries to run over to rescue him, but she seemingly explodes, causing Wolverine to shout "NOOO!!!"
When the dust clears, Jean is standing on Colossus's body, holding Cyclops by the neck, with his dead eyes wide open. Sunfire covers her mouth. "Oh god..."
As dirt and rocks begin floating up, the only remaining X-Men, Storm and Angel try to attack her. Storm blasts her with lightning, but Jean dodges it and fries Storm's body. Angel looks around as she begins walking closer. He sees a portal opening up behind her and he sighs. He tries to fly up, but she forces him down. Wolverine and Blink come out of the portal, but Blink is hit in the head by a rock and Wolverine misses his chance. Angel sees him and he flies to pick him up and attempts to circle back around.
"I loved her, you know." says Angel in his final breaths.
"We all did, flyboy." says Wolverine as Angel drops him and Phoenix turns around to fry both of them. She turns around and faces the Exiles.
"You are all that remains! Will you face me and die like heroes or shall I kill you like cowards?"
Mimic steps up and tells everyone to stay back. He launches himself at her so fast no one sees it. Within a matter of seconds, he is mere feet away from her. The force of being close to her fries his wings, but he still flies. Soon his coat of metal skin starts melting off of him, but he reaches her before it can take full effect. His claws connect with her chest. The life drains from her face, and all of the rocks, dust, and fire cease. She falls to the ground and off of Mimic's claws.
"I didn't want to have to do this." That was the last thing anyone said before the Exiles were taken away for their next mission.