Cerebro's X-Men are a team of supervillains appearing in American comic books published by Marvel Comics. They are a nanotechnology version of the X-Men created by Cerebro when the supercomputer briefly goes rogue. This team was created and designed by the Spanish artist Carlos Pacheco, who also drew them for the cover of Uncanny X-Men No. 360 (1998). The characters appeared in two issues of the Uncanny X-Men series and one issue of the X-Men series. The team's primary purpose is to help Cerebro catalog all mutants on Earth, but Cerebro intends to cryogenically preserve the mutants it captures and its team kidnaps and fights other mutants. Publication history Cerebro's X-Men featured in three issues: Uncanny X-Men #360 (October 1998) This issue features the introduction of Cerebro Prime disguised as Professor X and follows the creation of the fake X-Men team. It also features their kidnapping of Kitty Pryde and the team's first fight with the real X-Men, who they almost defeat. X-Men II #80 (October 1998) This issue follows Shadowcat's escape from Cerebro's X-Men and another fight with the real X-Men. Cerebro's X-Men take over Cape Citadel base to try and stop a rocket with anti-mutant technology on board, so they can take it for Cerebro's use; meanwhile, the real X-Men are trying to stop both the rocket and this theft. When Cerebro's X-Men lost the fight, Cerebro turns them all into energy and teleports away. When the team admits they aren't sure of their purpose anymore, Cerebro assimilates them into himself. Uncanny X-Men #364 (January 1999) This issue follows Cerebro's destruction of his X-Men team and their Florida base after they have been detected by human agencies. Fictional team history Cerebro, a device created by X-Men founder Charles Xavier to help locate mutants with the X-Gene, is confiscated by the mysterious Bastion during Operation: Zero Tolerance. Bastion attempts to access secret files and operate Cerebro, but the supercomputer activates a computer virus to erase this information rather than letting it be stolen. However, the combination of Cerebro's power with Bastion's nanotechnology gives the supercomputer sentience. Cerebro creates a body for itself, escapes Bastion's headquarters, and tries to follow its original programming literally: find, catalog, and register mutants. However, a large part of its plan to catalog mutants is to capture and store them in cryogenic chambers for further study. Cerebro begins its new mission by creating its own