After founding the original X-Men, Professor X was often found to be missing or believed to be dead or off on some secret mission he told no-one about. In truth, Professor X was training an entirely different, totally new team of mutants. These mutants he isolated from the others for several reasons.

Firstly, he felt this second team was in need of more help than the other team, they had darker histories and were not likely to be accepted by the first team readily. Secondly, he felt that having a backup team was a good idea, in case anything ever happened to one of the teams.

He also felt it important to not tell either team about the existence of the other- this way they could not implicate each other in any way and not become a liability to the other should anything unforeseen happen.

Finally, the new group was formed entirely of women. Professor X had seen how women were being treated differently, how society was prejudiced against them. He wanted his students to feel equal to anyone, to not have any feeling of being inferior. He could see how Marvel Girl had been subconsciously limiting the use of her powers due to her generally submissive feminine attitude in a group with 4 other men constantly gawking at her and treating her like a “girl”. He had considered transferring her to the new group, but did not want anyone to have knowledge of both teams.

Professor X started this second team in California. The only other living person who know of the existence of both schools is Moira MacTaggart. This is the story of how the XXX-Women came to be.

The founding team was comprised of (in order of recruitment) Miss Morph

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