- Grant Morrison
- Marc Silvestri
- Joe Weems; Tim Townsend; Matt Banning [as Batt]
- Steve Firchow; Frank D'Armata
- Rus Wooton; Virtual Calligraphy
- X-Men (future) [Wolverine [Logan]; Three-In-One [Stepford Cuckoos]; Cassandra Nova Xavier [Ernst]; Martha Johansson [No-Girl]; E.V.A.; Beak [Tito Bohusk]; Bumbleboy (dies); Tom Skylark; Rover]; Sublime [Beast] (future); Hank McCoy (future; possessed by Sublime); Apollyon the Destroyer (future); Crawlers (future); Phoenix [Jean Grey-Summers] (future)
- Phoenix, on Sublime's orders exterminates an insectoid race in Pan-Africa that she agrees is an evolutionary dead-end. But she encounters the X-Men's ambassador to them, and brings his consciousness back as an example of a viable species. Sublime thinks otherwise, and has sent a massive Crawler with a mental plague into the Institute, and an army of flying crawlers to intercept the X-Men's attack and kill the aquatic X-Man Mer-Max. As the Institute begins to fall and the X-Men at sea realize their long odds, the Phoenix joins the fray.
Inker credits as printed: Joe Weems with Tim Townsend, Batt
Colorist credits as printed: Steve Sirchow with Frank D'Armata.
The dialog very strongly implies that, in this timeline at least, Cassandra Nova was Ernst.
- Stephanie Moore ?
letters submitted by Ephraim Jacobson; Joel Zerner; Tom Huxley; Nick Barnes; Adam Potts; "World's Biggest X-Men Fan"