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.