Episode Title:
X-Men! To Loki's Castle!.
Episode Description:
In Jotunheim, Loki has one final gloating moment with the helpless Avengers. Iron Man and Thor express how not capturing Captain America that moment was extremely foolish, but Loki ignores them and proceeds with his plan anyway. Loki reveals a technological chamber containing all the DISKs in his possession, and declares that he plans to use the device to absorb all the powers of heroes and villains alike into his own being, hence becoming all-powerful. The X-Men, kids, and Noriko arrive in Jotunheim via the Blackbird thanks to assistance from Beast, and are ambushed by three Destroyers the second they arrive. The X-Men easily eliminate the Destroyers, but the kids minus Chris feel something happen with their Biocodes right after, as Loki is beginning to drain the power of their partners. To make matters worse, the fallen Destroyers are replaced with three Sentinels, which can overpower the X-Men. Elsewhere, Professor X reaches out to Magneto and appeals to him to save Noriko and the X-Men from the Sentinels, as Magneto could not pass up an opportunity to recruit Noriko himself. Back in Jotunheim, Tim confronts Nozomu in his secluded lab, stating that the device he created was already up and operational despite Nozomu's attempts to sabotage the device. Tim also mentions how the remaining X-Men and Nozomu's sons are cannon fodder to the Sentinels. In the field, Hikaru and Jessica prepare to D-Smash Cyclops and Beast to help deal with the Sentinels, but the X-Men tell them to save their Biocode for later and leave the Sentinels to them. Noriko attempts and fails to use her powers to shut one of the Sentinels down, but it is abruptly lifted into the air as Magneto arrives (Professor X assisted him with Cerebro) and compresses it until it explodes. Magneto pins down the other two Sentinels and states he has come to recruit Noriko to help him create a new world where mutants are the dominating species. Noriko declines, stating that thanks to Hikaru and the others, she shares the belief of the X-Men in an integrated world. Magneto leaves the offers standing if she ever changes her mind, and tells everyone to finish off Loki for him while he takes out his frustration on the Sentinels. As everyone enters, they are ambushed by M.O.D.O.K., Graviton, Baron Zemo, Abomination, and Tiger Shark. Noriko and the X-Men minus Wolverine decide to stay and deal with the villains while the rest go on ahead. Wolverine once again runs into Sabretooth, and tells the kids to go on all the way without him. The kids finally arrive at the chamber to find Loki inside his chamber and the Celebrity Five holding Nozomu hostage. Despite his biocode not having fully recharged, Chris looks to his future with certainty and manages to D-Smash Captain America. At the same time, Nozomu uses a small taser he hid up his sleeve to stun Ōkuma and get himself free. Reuniting with his sons, Nozomu directs Captain America to aim at the bust of Loki that served as the entrance doorway to the chamber. Doing so, Captain America destroyed the capsule walls and freed the DISKs inside, including the Avengers. Re-obtaining the DISKs of their partners, the rest of the kids D-Smash the Avengers to take down Loki once and for all.
