Eventually the Toad sought to form a new Brotherhood, recruiting Blob, Pyro, and forcing Karl Lykos to revert into Sauron. They attempted to recruit the Morlocks but were rebuffed until they agreed to take down the mutant Feral of the X-Force. During the battle, both Sauron and the Morlocks' leader Masque were seemingly killed; however both later resurfaced. Morlock member Phantazia remained with the Brotherhood after the assault on X-force and during a failed effort to recruit the X-Patriots into the Brotherhood, due to an attack by X-Factor. They hatched a plan to use a teleporting mutant named Portal to gain powerful weapons and sneak attack the X-Men however, but they were thwarted by the Amazing Spider-Man, crime-fighting Darkhawk, and the enigmatic Sleepwalker. Soon after, Toad's Brotherhood disbanded.