The X-Men play with fire as they try to change history and prevent the rise of Apocalypse in the aptly named “Rise of Apocalypse Part II”! X-Men ’97 Season 2 Episode 4 is written by Beau DeMayo & JB Ballard and directed by Chase Conley.
In my review of the first three episodes of X-Men ’97 Season 2, I pondered whether the show would ever rise above the level of “well-executed Saturday morning cartoon for X-Men fans.” I don’t think “Rise of Apocalypse Part II” gets there — it’s held back by a couple key factors, at least one of which is structural — but is probably the closest the series has gotten to achieving that since last season’s “Remember It.” At times an examination of the power of predestination and at other times a treatise on the perils of moral hubris — and at all times featuring some pretty nifty animation — “Rise of Apocalypse Part II” is the stickiest — in a good way — episode of the season so far.

Picking up in the aftermath of the previous episode, conveniently with everyone but the main characters and Young Apocalypse dead by Rama-Tut blast, “Rise of Apocalypse Part II” goes all-in on Magneto’s plan to change history by leading En Sabah Nur to break good instead of bad, a plan Xavier, after last episode’s reluctance, is more on board with. Tellingly, not all the X-Men are: Rogue is open to the idea on the grounds of saving Gambit, while Nightcrawler and Bishop (whose mounting frustration with these apparent toddlers he’s been tasked with rescuing throughout the episode brings some appreciated levity to the proceedings) are out (Beast is kind of a waffler). That tension adds a little something to the proceedings, and helps underscore the hubris of Magneto and Xavier, who are essentially acting unilaterally because they think they know better what is best for everyone, a trait broadly consistent with their ongoing characterization even if it’s never been highlighted as much as here.
Somehow, Xavier and Magneto decide the best way to stop the rise of Apocalypse is to … lead him to a source of tremendous power. This is one of the places the episode stumbles: It clearly wants to get En Sabah Nur and the X-Men into the celestial/Celestial temple/ship/Ship, and just sort of pays lip service to the mechanics of getting there (the whole business about a six-star constellation somehow allowing Nur to lead them across the desert to the temple doesn’t really make much sense). Similarly, while the telepathic conversation between Rama-Tut and Xavier at the episode’s midpoint is lots of fun and helps set up the theme of the episode (and is Exhibit A for why you get someone like John De Lancie to voice your time-traveling, multi-identity, egomaniacal villain), it’s not at all clear why Rama-Tut is choosing that particular moment to make contact or even what he hopes to gain from it, other than the fact that the creative team wants to amp up the tension as the story moves into its next act. Even as the second part of a two-part story, this is still a 20-odd-minute episode with a dedication to maintaining some semblance of narrative self-containment to its episodic tales, which means there’s simply not enough time to fully sell some of these plot points.
Relatedly, while the episode definitely kicks into another gear as the characters enter the temple, with the tension ramped up because the audience knows from everything — Rama-Tut’s cryptic conversation with Xavier, their knowledge of past episodes in which Apocalypse, you know, exists, basic storytelling logic — that Xavier and Magneto are wrong, but they don’t know it yet, there’s simply not enough room to truly sell En Sabah Nur’s choice to become Eson the Searcher’s eternal avatar for death and entropy, aka “the rocks of the eternal shore.” We know it’s going to happen, because [waves hands] everything, but given the title of this two-parter, a little more time spent on En Sabah Nur’s decision would be nice — especially because we know how he’s going to choose, making the “why” more important than the “what.” But, again, the structural nature of this show simply doesn’t have the room for that.

But the third act is where “Rise of Apocalypse Part II” really sings. The decision to send the X-Men back to the future once the jig is up as far as “changing history” goes allows the narrative to focus on the core Xavier/Magneto/Apocalypse conflict, and the end result is electric, reminiscent of the Xavier/Magneto battle with Nimrod in 2021’s Inferno. Apocalypse immediately resorting to his tried-and-true (in animation) attack methods of creating things like “drill-arm” and “gun-hand” walks a fine line between “goofy-fun” and “ridiculous,” but it mostly manages to hit the Saturday morning cartoon aesthetic without taking away from the impact of the fight. Magneto summoning the strength to punt Apocalypse out of Ship only when Xavier’s life is truly threatened is a subtle bit of character work for this show. And while the exact mechanics of what the hell Magneto does to stop the black hole falls into the “there’s not enough time to explain this crap” trap, it’s visually stunning, and the point of it all – Magneto didn’t just fail to break Apocalypse good, he actively helped bring about the very thing he was trying to prevent, and he’s willing to pay the ultimate price for that – is made clear.
And then, he does pay the ultimate price. Apocalypse kills Magneto, too weakened from his efforts saving a city full of innocent people to stop him, in full view of Xavier. Is Magneto truly dead? Sure seems like it (and, for what it’s worth, that’s the line being repeated, non-cryptically/coyly, by the director of the episode online). Of course, this is comics (or cartoons based on comics, at least), so dead never truly means dead – there’s been hints almost since “Remember It” that Gambit may be back in some form. So I wouldn’t be surprised if Magneto returns in some form, some day. But he’s clearly meant to be dead now, and Xavier was clearly meant to have to watch his friend be murdered due to their shared hubris that they could bend time to their wills, that good could triumph over evil. And that’s a hell of a note for any story — especially one wearing the trappings of a Saturday morning cartoon — to end on.
X-Traneous Facts

- In the wake of Magneto’s death and the Onslaught tease in the previous episode, and given the way this show likes to mine stories from the 1990s especially, are we near the debut of animated series Joseph?
- Rama-Tut’s telepathy helmet resembles Cerebro.
- While I get the idea that Rama-Tut’s various identities are speaking to Xavier throughout their exchange, I have no idea which or what the weird floating eye in that sequence is meant to be.
- I love that Beast, of all people, is the one who recognized the celestial temple for what it is, his old love interest, Ship.
- That said, Beast running up to announce he fixed the time-travel MacGuffins so they can go home, right as Apocalypse transforms, only to then start debating whether they should stay to fix their mess or go, is another case of the show just sort of rushing through some character/plot beats.
- The repeated line about the rocks of the eternal shore and whatnot is lifted from Apocalypse’s introductory dialogue in the original series; this episode is definitely trying to make it A Thing.
- The woman at Rama-Tut’s side is Candra (she was seen previously as the person to whom the New Orleans guilds paid tribute in Gambit’s second-season origin episode).
- In the comics, she is one of the Externals, a race of immortal mutants (to which Apocalypse belongs and Cannonball did once in the ’90s); Rama-Tut’s line about how it will take an external force to stop Apocalypse now put special emphasis on the word “external.”
- Rama-Tut donning full Kang gear before leaving Egypt was a fun visual Easter egg.
- There are several instances in the third act in which Xavier is communicating telepathically with Magneto despite Magneto’s helmet blocking his telepathy.
- It sure seems like Magneto blew up Ship by dragging it into the black hole it created, but we know from “Obsession” (and this episode) that it lives to become Apocalypse’s ship, so, uh, what happened to it?
- Also, kudos to the writing team for leaving this unstated, but the Ship in this episode is also the ship in the first episode of the season is also the Ship whose consciousness now lives in Cable’s arm.
- Apocalypse’s line to Xavier — “only a coward feels might when stepping on ants” — was first said to him by Magneto in Part I, giving it a little extra zing as his last words.
- In the season’s first post-credits scene, we get some setup for the next episode, as Wolverine meets up with Captain America and Black Widow to get some info on Weapon X. This is clearly an homage to the fact that they interacted during World War II in the much-loved Uncanny X-Men #268, though that issue was loosely adapted in the original series’ “Old Soldiers” as well. Cool to see Black Widow with short hair in her early ’90s gray jumpsuit.
- Also, they appear to be in Paris, so … animated Fantomex next week?
Austin Gorton also reviews older issues of X-Men at the Real Gentlemen of Leisure website, co-hosts the A Very Special episode podcast, and likes Star Wars. He lives outside Minneapolis, where sometimes, it is not cold. Follow him @austingorton.bsky.social.

