X-Men Evolution Wiki
The Cauldron II
Season One, Episode 13
The Cauldron-PtII.png
Air date May 12, 2001
Written by Greg Johnson
Directed by Steven E. Gordon
Episode Guide
The Cauldron I


Growing Pains
"Mutants shouldn't be divided. But we didn't draw the line, Magneto did, and it's still there. You just crossed over it."
Charles Xavier


Magneto holds multiple battles to find out which mutants are "worthy" of joining him on Asteroid M. The "winners" are abducted by force and offered a place in the Cauldron, where Magneto offers to greatly strengthen and increase their mutant abilities to their full and maximum potential. Meanwhile back at the mansion, the "losers" who were left behind regroup, and decide to pay Magneto a little visit.


On the beach Kitty, Kurt, and Evan question Todd about what's going on. He mutters to himself about not owing Magneto anything anymore. Kitty asks who's Magneto and Toad tells them all about Magneto and his plan.

On Asteroid M, Xavier confronts Scott about why he's there. Scott says he's just there to listen. Xavier points to Jean, Rogue, and Ororo and asks Scott if they're just there to listen also. Scott gets angry and wants Magneto to let them out. Magneto says he's only being cautious and he'll let them out soon. Xavier tries to talk some sense into Scott, but Magneto puts him into stasis also. At the last minute Xavier is able to get off a warning to Wolverine, telling him to lose the fight. Scott freaks and is going to blast Xavier out, but Magneto tells him that if he does Xavier will not survive decompression. Scott turns on Magneto, but Alex steps in and tells him that no one should be getting hurt. Scott says he doesn't like it, but does as Alex says anyway.

Back on the island Wolverine and Sabretooth fight. Sabretooth tells Wolverine that "I'm the one that belongs at his side" and Wolverine agrees. He pulls in his claws and lets Sabretooth get in a sucker punch. Wolverine flies off of the cliff and lands on some rocks below. Sabretooth laughs and watches as a Silver Sphere flies in. As soon as the sphere takes off, Wolverine jumps up and finds a helicopter.

Kitty looking for the adults.

Back at the mansion the X-Kids are looking for Storm, but they find Mystique instead. Toad taunts Mystique about being a loser. She roughs him up, as Kurt asks her what she's doing there. She tells them all that no one discards her, and she's planning on paying Magneto a visit. She tells them that they can go together, or she can go alone. Wolverine walks in and says she won't be alone. Mystique tells him that she knows Magneto and she's calling the shots. Wolverine tells her she can get her own ride. She agrees to go along. They take off in the new jet XM-Velocity.

Scott jumping out of a falling plane.

On Asteroid M, Scott stands alone on a balcony, remembering the plane crash that killed his parents and caused him to lose Alex. Alex walks up behind him and startles him. More flashbacks of the boys jumping from the plane, and Scott's 'chute catching on fire causing him to plummet to the ground. He tells Alex he's sorry for not being there for him, and Alex tells him that it hasn't been so bad. He complains about his joints burning, and Scott asks him how Magneto has promised to help him. Mags comes up behind them and tells them he's going to help them both. He takes them into the Asteroid and shows them a "Gem of Cyttorak" and tells them about the "Genetic Enhancers" he's been able to build using the gems. He claims that the enhancers will fully evolve their mutant powers and put them in total control. He tells Scott he'll let the other X-Men go once Scott has gone through the enhancer. Magneto sends Sabretooth through as a demonstration.

XM-Velocity flies across the surface of what is likely Mauna Kea. Wolverine tells them that there's no metal in the plane.

Sabretooth after coming out of the device that uses the Cyttorak stone.

Sabretooth emerges from the enhancer bigger and more feral. Alex talks Scott into going into the enhancer. Magneto brings the other X-Men out of stasis in time to see Scott enter the enhancer. Xavier tries to stop Scott, but the door slams shut as Scott tries to get out. Scott and Alex come out of the enhancer as adults (both with white hair). Magneto gives Alex the code name Havok and tells Scott he can take off his visor. Then he tells them that the enhancer has affected their minds as well, wiping out emotions.

Scott and Alex as 'adults'

They pick up an incoming aircraft and Magneto tries to use his powers against it. When he realizes that there's no metal for him to control he sends out Alex and Scott to "defend them". When Alex and Scott blast the Velocity, Wolverine brings it crashing down right on top of them. It skids to a stop in the main chamber, burying the brothers in debris. Kitty phases the kids out. Mystique climbs out of the top and heads straight for Magneto. Wolverine releases the other X-Men from the stasis tubes and tells them to all gather at the X-Jet. Xavier send Storm and Rogue to "ready the jet" as he and Jean try to free the brothers from the debris.

X-Kids take on the Brotherhood. Kurt drops the Blob, Kit and Spyke take out Avalanche. Toad helps Mystique against Magneto, but when Magneto flings a machine at her, it knocks her into the enhancer. Magneto goes in after her, trying to stop her from "evolving". Sabretooth in his new "evolved" form beats the stuffing out of Wolverine. Spyke slows down Quicksilver long enough for Rogue to absorb his speed. The way to the X-Jet is blocked and Storm blasts it with lightening over and over trying to clear it. The Blob tells Avalanche to knock off the tremors as the whole asteroid begins to quake. He tells him it's not him and they realize they have to get off quick.

Toad shows up and Avalanche asks him which side he's on. Toad tells him he's on the side that lives. They head for the X-Jet, when they get to Storm and the block, Blob bulldozers his way through. Toad, Avalanche, and Blob head for the jet. Kit and Spyke show up dragging Quicksilver and Storm tells them to get onto the jet. Rogue runs up using Quicksilver's speed to tell Storm that Alex and Scott are still trapped and Wolverine is having trouble with Sabretooth.

The Cauldron II - 47 storm.png

Storm goes back and uses a cyclone to slam Sabretooth against a wall and bury him in debris. Jean and Xavier try to free the brothers, but they end up freeing themselves by blasting their way through. They argue with Jean and Xavier. Jean finally tells Scott that if he's the future, she doesn't want anything to with it. She walks away as Xavier tells Scott he just crossed the line and then leaves also.

Mystique emerges from the enhancer looking very different (scaly, short hair, lots of muscles). Alex and Scott change their minds and make a break for the jet which is already taking off. Tremors break up the ledge they're on, and they're dumped off. As they fall they hold hands, and then use their powers to slow their fall and land on the ground. The X-Jet comes back for them, but there are still too many tremors and falling debris and it can't get to them. Asteroid M begins to fall and Alex and Scott use their powers to blast it apart as it crashes towards them. They both collapse to the ground back to normal.

The Cauldron II - 58 gang.png

The X-Jet lands and Scott apologizes to everyone for the way he's been acting. The brotherhood stands off to one side and one of them asks what's going to happen to them now. Avalanche says that two spheres left the asteroid right before it blew. He says Mystique is out there somewhere and she'll be back. Alex says "so much for Havok" and "at least I have my brother back". Xavier tells Alex that they'll help him with his powers if he wants and that they'll do it together, unified, as the X-Men.


Toad: (to Mystique) Hey, if you're still here, that means you're a loser too!
Mystique: (grabbing him)Don't ever call me that!

Toad: (while traveling to Asteroid M)You hear that metal straining? We're breaking up, I know it!
Wolverine: Couldn't be, this crate's built without an ounce of metal.
Toad: Huh? that means we're flying in what? Cheap plastic... I need an airsick bag!!

Mystique: (after crashing into the room) Knock, knock.
Magneto: (Just as helicopter lands) 'Mystique! You never could take no as an answer!

Avalanche: Who's side are you on, anyway?
Toad: The side that lives!

Xavier: (to Scott) Mutants shouldn't be divided. But we didn't draw the line, Magneto did, and it's still there. You just crossed over it.


  • The XM-Velocity Jet makes its debut.
  • This is the first time that we see Magneto without his helmet.
  • Alex is never again referred to as "Havok" during the series.
  • Rogue has only one line in this episode, and Storm only has two.
  • Magneto's chamber has a permanent effect on Mystique, as we will find in her next appearance.
  • Kurt seems to have accepted Mystique as his mother, even calling her "mother" when inside the Institute.
  • In the plane flashbacks, Scott's eyes appear green. However, in Turn of the Rogue they are blue.
  • Scott, Alex and Sabretooth all return to normal while Mystique does not, and is later revealed to have gained more control over her shapeshifting abilities.
  • Mystique does not loose the abilities she gained in The Cauldron II from the Gem of Cyttorak and gains more control over her shapeshifting abilities.


  • In the comics, during Scott and Alex's plane crash they only had one parachute, so shared. When the parachute caught fire, Scott's powers manifested and he shot an optic blast to the ground, slowing their fall. However, Scott received brain damage from their landing that made him lose future control over his powers.
  • The Gem of Cyttorak Magneto uses in his enhancing chamber were the same ones that turned Cain Marko into the Juggernaut in the comics.
  • Mystique gets knocked into the machine that enhances her mutant powers, and comes out looking like she does in the X-Men movies. This form is different from her Season Two look/the rest the series.
  • This episode along with "Shadowed Past", "Grim Reminder" and "The Cauldron I, Part 1" was released on the DVD X-Men Evolution: X-Posing The Truth.


Main Cast

Recurring Cast

Guest Cast