Appearing in "Countdown to a Miscount"
- Doorman (DeMarr Davis) (Main story and flashback) (Death) (Resurrection)
- Great Lakes Avengers (First appearance as Great Lakes X-Men) (Main story and flashback)
- Flatman (Dr. Val Ventura) (Main story and flashback)
- Squirrel Girl (Doreen Green) (Main story and flashback)
- Big Bertha (Ashley Crawford) (Main story and flashback)
- Mr. Immortal (Craig Hollis) (Main story and flashback)
- Monkey Joe (Ghost) (Corpse) (Main story and flashback)
- Tippy Toe (First appearance) (Joins team)
- Leather Boy (Gene Lorrene) (Impersonates Doctor Doom) (Only in flashback)
- Batrocs Brigade (Main story and flashback)
- Maelstrom (Main story and flashback) (Death)
- Audrey Hollis (Corpse) (Illusion)
- Edward Hollis (Corpse) (Illusion)
- Terri O'Doughan (Corpse) (Illusion)
- Eternity (Only in flashback) (Cameo)
- Quasar (Wendell Vaughn) (Only in flashback) (Cameo)
- Living Lightning (Miguel Santos) (Only in flashback) (Cameo)
- Zoma the Watcher (Only in flashback) (Cameo)
- Celestials (Only in flashback) (Cameo)
- Slippy Pete (Only appearance; dies)
- Mr. Freckle (Only appearance; dies)
- Nutso (Only appearance; dies)
- Mockingbird (H'rpra) (Ghost) (Impersonates Bobbi Morse)
- Grasshopper (Doug Taggert) (Ghost)
- Dinah Soar (Ghost)
- Hawkeye (Clint Barton) (Mentioned)
- Swordsman (Andreas von Strucker) (Mentioned)
- Maria Stark Foundation (Behind the scenes)
- West Coast Avengers (Mentioned)
- Young Avengers (Mentioned)
- New Avengers (Mentioned)
- Wisconsin (Main story and flashback)
- The Black, Empty Void of Oblivion
- Manhattan (Mentioned)
- Greenwich Village (Mentioned)
- Olympia (Mentioned)
- Quin-Jetta (Only in flashback)
Synopsis for "Countdown to a Miscount"
When Flatman, Doorman and Squirrel Girl return home to headquarters they find Big Bertha sitting on what appears to be Dr. Doom in leather armour. Upon closer inspection they realize that it is actually former member Leather Boy. Leather Boy attacked the headquarters and killed Mister Immortal and Monkey Joe because he was so angry that the G.L.A. would rather recruit someone like Squirrel Girl then offer him membership again on the team.
When Deathurge comes to collect the spirit of Monkey Joe in the form of a squirrel, Mister Immortal captures him. Deathurge then tells Mr. I of his true destiny, to outlive everyone else in the universe and learn the secret of everything. But he also tells Immortal that Maelstrom is trying to take his destiny away by destroying the entire universe now. The G.L.A. then race to the scene where they are met by Batroc's Brigade. Maelstrom succeeds in turning on his doomsday machine and setting up a force field of deadly energy in order to keep the heroes out. Doorman, however, sacrifices himself by using his power to help Mister Immortal get through the force field. Once dead, Doorman meets up with the other dead members of the G.L.A., including Mockingbird. Oblivion tells Doorman that he will restore him to life if he will be his new servant now that Deathurge has gone missing, an offer which Doorman readily accepts.
Back in Wisconsin, Mister Immortal tricks Maelstrom into committing suicide, giving him the chance to shut down the doomsday device. As the members begin to mourn the loss of their teammate, Doorman reappears and claims the soul of Maelstrom for Oblivion. Once the members return to headquarters they receive a cease and desist notice from the Avengers warning of an impending lawsuit if the team did not change its name. The members all realize that they are mutants (all the non-mutant members being dead) so they decide to name themselves the Great Lakes X-Men instead.
- When the surviving Great Lakes Avengers realize that they're all mutants and rename themselves the Great Lakes X-Men.
- Inspired by Living Lightning, Flatman comes out as gay.
- Deathurge reveals to Mr. Immortal that he is a Homo supreme.