Charles Xavier, founder of the X-Men, became increasingly worried after losing several students. The first Thunderbird died on his second mission, and Phoenix had committed suicide. In an attack by the Brood, Xavier believed that all of his X-Men perished. He sank into depression and vowed not to put any more young mutants in danger.

His friend and colleague, Moira MacTaggert finally convinced him to reopen the school to help young mutants after receiving a letter from Mr. Fantastic regarding Xi'an Coy Manh's need to control her powers. She said her alternatives were The Hellfire Club or Magneto. This time, Professor Xavier would only train them in the use of their special powers, and not send them out into combat.