I can see you looking at each other, and wondering. I'm telling you now -- don't. We work as well as we do because we know and trust each other. The moment we withdraw that trust -- start to be afraid that the enemy is among us -- the Skrulls have won. The truth is, they didn't see us coming. If they had a sleeper here, they would've planned and fought this differently. So we win or we lose together. And in case there's any doubt on that score -- we're going to win. 
Appearing in 1st story
Featured Characters:
- X-Men
- Angel (Warren Worthington III)
- Armor (Hisako Ichiki)
- Aurora (Jeanne-Marie Beaubier) (Joins team)
Beast (Hank McCoy) 
- Cannonball (Sam Guthrie)
- Colossus (Piotr Rasputin)
- Cyclops (Scott Summers)
- Dust (Sooraya Qadir)
- Emma Frost (Death)
- Husk (Paige Guthrie) (Rejoins team)
- Iceman (Bobby Drake)
- Nightcrawler (Kurt Wagner)
- Northstar (Jean-Paul Beaubier) (Rejoins team)
- Mercury (Cessily Kincaid)
- Pixie (Megan Gwynn)
- Rockslide (Santo Vaccarro) (Joins team)
- Stepford Cuckoos
- Surge (Noriko Ashida)
Supporting Characters:
Antagonists:
- Skrulls
- Skrull Imperial Starfleet
- Skrull Army
- Super-Skrulls
- Commander H'kurrek
- Lieutenant Jash
- Lieutenant Ch'rith
- other unnamed Skrull soldiers
- Skrull Telepaths
Other Characters:
- Brona (Vision)
- Skeld (Vision)
- Stefan Szardos (Mentioned)
- San Francisco population
Races and Species:
Locations:
Items:
- Cyclops' Visor
- Warpath's Knives
- Beam-Cannon Emplacement (First appearance)
- Search-Drone (First appearance)
- Data Scanner (First appearance)
Vehicles:
Synopsis for 1st story
The psychic bible-sphere continues to try to convert Kurt while the Super-Skrulls try to squeeze the life out of him and the rest of Cyclops' squad. Cyclops orders a 'vertical push', so Kurt takes two of the skrulls with him high into the sky via teleport, dropping them from great heights. With six more Super-Skrulls joining the attack, Scott signals the rest of the X-Men for backup. Pixie is able to evac Scott's team.
The X-Men retreat back to their HQ, and prep for their next attacks. With so many Skrulls in the city, they have no choice but to fight guerilla-style, popping up in random areas and taking out as much Skrull tech and infantry as possible, gathering intel along the way. Scott orders Beast to find a secret weapon to use against the Skrulls, and Kurt wrestles with the sphere about religion conversion.
Emma and the Stepford Cuckoos attempt to combine their power so that Emma can bring down the wall. Emma seems to die trying.
Pixie acts as bait and the members of X-Force are able to kill and capture a Super-Skrull for Hank to use in his search for a secret weapon.
