|Base of Operations||Worthington Manor|
|Current Members||Beast, Iceman, Cyclops, Marvel Woman|
|Origin||Formed to continue Xavier's dream alongside the X-Men.|
|Place of Formation||Unknown|
- Well, my favorite subject in school was math. My favorite topic was the x-factor, because it was mysterious, unpredictable, and unexpected. So why not X-Factor?
Archangel, Beast, and Iceman, along with the original Cyclops and Jean Grey, were the founding members of the X-Men. In one of their first battles, though, Cyclops and Marvel Girl were killed when Cyclops misfired a blast and set an explosives factory on fire. This same explosion caused the deaths of Mastermind and Quicksilver, and subsequently caused the merge of the Brotherhood and X-Men. Soon, they were captured by Krakoa, and after they were freed, the original members departed.
Soon, though, Archangel wanted to return, but he realized that the X-Men had grown very large, and they could form a support team instead. Beast and Iceman agreed, and Toad was invited to join as well, but he turned them down. So the team was originally going to be a threesome, until Cerebro stepped in. He told them that if they were going to reunite the original team, they would need Cyclops and Jean. He then presented clones of them that he had created with DNA from the original scene. They were unwilling to accept the clones, until Cerebro pointed out that he would shut them down if they did not take the clones. Reluctantly, they took them, but they soon vowed to never again follow direct orders from the Professor.