Willow Pierre was a young mutant who was imprisoned under the Million Palms amusement park by the King Avian. He had been doing this ever since the death of his Queen Perigrine and imprisoning those who's DNA was different. While their she met the young girl named Winter Frost. After Willow was taken by the king Winter tried to escape and free her but was caught and sentenced to a public execution. However both the king and queen where there which was impossible due to the queen being dead. Winter realized that the queen she saw was in-fact Willow using her morphing powers. Due to her powers the two got out of the park alive.
The two girls now friends were found by the ex-X-Man Cerebra who had been searching for mutant children that one day may become their messiah after hearing the legend from Doom of that year. She took them to the Xavier home for Indigent Children in Halo City and made a team called X-Nation being watched over by the Sisterhood of the Howling Commandos. However Avian had become aware of the legend and wanted to find the fabled mutant first and kidnapped Willow, but her team mounted a rescue mission to retrieve her. However her friends were beaten and captured and it was due to Willow that they escaped by changing into the King.
They returned home only to find it destroyed by the Atlantean flood. The powerful mutant Exodus appeared and took the children to make them into his new Acolytes but they refused and fought him but were beaten. Like the rest of the populace of Halo City she was sent to the savage land to live in. Their she along with several others found a downed space ship. They investigated but the ship trapped them their and Willow had to use her powers to free them by becoming one of the aliens but soon lost control. La Lunatica sent her into the water to try and save the others and Nostromo went in to save her. He frees her but he begins to change into a Phalanax and does not come up. Lunatica goes in to find him in a cocoon and after awakening he is taken by Doom's agents now Phalanax themselves.
They are saved and sent home by Mr. Winn (now a Phalanax) and the Phalanax are beaten by Doom. Willow later makes piece with Mr. Hodge who was angry at the mutant over Winns death. She soon starts a search party intent on finding her lost teammate Uproar.
Willow is a mutant who has the ability to morph into any person she wants even down to the genetic level, but she cannot remove the facial marks she has.