Longshot disappears in his own illusion; Nanny decides the X-Men need her help and a battle ensues as she tries to capture them for their own good; Havok blasts Nanny's ship and Storm is caught in the cross-fire.
X-Men [Wolverine; Psylocke]; GUESTS: Captain America [Steve Rogers] (flashback); Black Widow [Natasha Romanov]; Jubilee; Seraph (flashback); Ivan Petrovitch (flashback); VILLAIN: Baron Strucker (flashback); Jonin (flashback); The Hand; CAMEOS: Matsuo Tsurayaba; Fenris [Andrea Strucker; Andreas Strucker]
Story cuts between a 1941 battle between Wolvie and Cap trying to save a young Natasha Romanoff from the clutches of Baron Strucker and Present Day where Wolvie, Cap, Black Widow and Psylocke face off against Strucker's children.
Tom Orzechowski [as Task Force "X"]; Tomoko Saito [as Task Force "X"]
X-Men [Rogue]; GUESTS: Lorna Dane [Polaris] Legion; Gateway; Magneto; Val Cooper; Lila Cheney; Amanda Sefton; Moira MacTaggert; Ms. Marvel [Carol Danvers]; VILLAINS: Mystique; Shadow King; Donald Pierce; Lady Deathstrike; Reavers [Pretty Boy; Bonebreaker; Cole; Macon; Reese]; Cylla; Skrull Prime; The Host; Master Mold
Rogue emerges from the Siege Perilous back to Australia and the arms of the Reavers; The Siege splits Rogue and Ms. Marvel into two beings; Rogue absorbes Gateway's powers and sends herself to the Savage Land; Ms. Marvel ends up on Muir Isle where she is possessed by the Shadow King; Rogue and Ms. Marvel fight to the death in the Savage Land, but Magneto interferes; Magneto transports Ms. Marvel's powers back into Rogue.
The X-Men help Xavier and Lilandra overthrow Deathbird, but things aren't always what they seem. Magneto is captured by Zaladane and she attempts to steal his powers. Rogue, Ka-Zar and Fury come to the rescue; Magneto kills Zaladane.
Lila spirits most of the X-Men and Deathbird away from Lilandra's clutches. Wolvie kills Xavier, but another takes his place. The Starjammers are sent to kill the X-Men. The plot is revealed--It's always the flamin' Skrulls isn't it.