Appearing in "Plan B"
- Polaris (Lorna Dane) (Rejoins Team)
- Professor X (Charles Xavier) (Main story and flashback) (Rejoins Team)
- Nightcrawler (Kurt Wagner) (Main story and flashback)
- Warpath (James Proudstar) (Main story and flashback) (Joins group)
- Havok (Alex Summers) (Rejoins Team)
- Marvel Girl (Rachel Grey) (Main story and flashback)
- Unnamed Anti-Apocalypse Cult
- Several unnamed members
- Vulcan (Gabriel Summers) (Cameo)
- Apocalypse (En Sabah Nur) (Mentioned)
- Sentinel Squad O.N.E. (Cameo)
- Sentinels (Cameo)
- Cyclops (Scott Summers) (Mentioned)
- Storm (Ororo Munroe) (Mentioned)
- Unnamed Egyptian civilians
- Lilandra Neramani (Cameo)
- Unnamed Shi'ar soldiers (Death)
Races and Species:
- Milky Way
- Solar System
- Shi'ar Galaxy
Synopsis for "Plan B"
In Al Qutay, Egypt, a group of soldiers in armored carriers hunt down Polaris. These men are fiercely opposed to the ways of Apocalypse and wish to sanction Polaris because of the short time she spent as one of his horsemen. At the Xavier Institute, Professor X is still coming to terms with his recent spat with Cyclops. The rift between the two men is due in no small part to the recent actions of Scott's long lost brother, Vulcan. For betraying his trust, Scott wants Charles to leave the institute. Xavier begins putting together a plan to stop Vulcan. He consults with Kurt Wagner and tells him that he needs his help in stopping his past mistakes from destroying everything that he cares for. Kurt agrees to help him no matter how high the stakes are. Xavier then recruits Warpath to his side for the sake of this secret mission. To gather the rest of his team, Xavier goes to Egypt to help Polaris out of her current predicament. Warpath, Havok and Marvel Girl lend assistance and they beat back the armored soldiers. Marvel Girl agrees to join Xavier's mission as she has been aching to pay the Shi'ar back for the slaughter of her family. Once everyone is together, Xavier tells them that he has lost all communication with Lilandra, and fears that Vulcan may be en route to destroy her. They have to find Vulcan and stop him at all costs, but first – they need to steal a space ship.
- This issue is Chapter One in the Twelve issue arc entitled "The Rise and Fall of the Shi'ar Empire"
- This issue features a wrap-around cover.
- Ed Brubaker and Billy Tan begin their run as the new creative team of Uncanny X-Men beginning with this issue.
- The initial conflict with Vulcan took place in the X-Men: Deadly Genesis limited series. There it was revealed, that he was once the leader of a secret team Xavier prepared, to rescue the original X-Men from one of their missions. It was also revealed that he is Scott and Alex's brother.
- The Anti-Apocalypse cult's pursuit of Polaris is in response to actions that she took in X-Men Vol 1 187.
- Nightcrawler is seen reading The Origin of the Species by Charles Darwin in this issue. Charles Darwin is of course the proposer of evolution and natural selection