After the X-Men were disbanded, Donald Pierce disguised himself as Cyclops and recruited a new team of several young mutants: Eric Gitter (Ink) as well as former students Sooraya Qadir (Dust), Nicholas Gleason (Wolf Cub) and Santo Vaccarro (Rockslide). Santo, however, refused to join unless "Cyclops" would accept Ruth Aldine (Blindfold), whom he hadn't originally planned to recruit, to be on the team as well.

Blindfold had previously seen a vision of this team of young X-Men facing off against Donald Pierce, a deadly old foe of the X-Men and former member of the Hellfire Club, during which one of the members was murdered.

After assembling the Young X-Men in the Danger Cave, "Cyclops" gave them their costumes and told them that he was reforming the X-Men, beginning with perhaps the last generation of mutants. Their first mission would be to take down what he claimed to be the new incarnation of the Brotherhood of Mutants, under the control of Sunspot (who was Lord Imperial of the Hellfire Club at the time) and made up of his friends and former teammates, Cannonball, Magma, and Dani Moonstar.