Appearing in 1st story
- Armor (Hisako Ichiki)
- Beast (Hank McCoy)
- Cannonball (Sam Guthrie)
- Colossus (Piotr Rasputin)
- Cyclops (Scott Summers)
- Dust (Sooraya Qadir) (Joins team)
- Emma Frost
- Iceman (Bobby Drake)
- Mercury (Cessily Kincaid) (Joins team)
- Nightcrawler (Kurt Wagner)
- Pixie (Megan Gwynn)
- Prodigy (David Alleyne) (Joins team)
- Stepford Cuckoos (Joins team)
- Sunspot (Roberto Da Costa) (Joins team)
- Surge (Noriko Ashida) (Joins team)
- X-23 (Laura Kinney) (Rejoins Team)
- San Francisco Police
- other unnamed police
Synopsis for 1st story
The Skrull invasion fleet arrives in San Francisco, and despite the good intentions of the local police, the Skrulls quickly gain control. In come the X-Men, and the Skrulls are shocked. It would seem that their intel didn't show the X-Men living in California, so the Skrulls are completely blindsided by the group showing up. Not to say that the Skrulls weren't trained for this type of scenario.
Just as Emma was providing a battle report to Scott, the Skrulls put up their psychic barrier, the Thought-Wall, which cripples the X-Men's psychics.
The X-Men had taken some hostages in an effort to gain intel on their enemy, and Kurt picked up a small sphere carried by the Skrulls' priest. It begins talking to him psychically, connecting to his memories, and attempting to convert him to the Skrull religion.
It doesn't have much time, as they are interrupted by the Skrulls' first wave of Super-Skrulls.