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The X-Men will battle the Imperial Guard in the uncharted Blue Area of Earth's Moon. If the X-Men win, those who survive will be set free. If my Imperial Guard wins, Phoenix Jean Grey is ours to do with as we will.
- Imperial Guard
- Dark Phoenix
- Kree Empire
- Skrull Empire
- Badoon (Cameo)
- Xenomorph (Cameo)
- Twi'lek (Cameo)
- Ithorian (Cameo)
- New York
- D'bari Star System (Appears on a computer screen, TV, or hologram only)
- London (Illusion)
- Palace of Westminster (Illusion)
- Paris (Illusion)
- Eiffel Tower (Illusion)
- Uttar Pradesh (Illusion)
- Taj Mahal (Illusion)
- Cyclops' Visor
- M'kraan Crystal (Appears on a computer screen, TV, or hologram only)
- Shi'ar Hoverchair (First appearance)
Xavier reads Lilandra's mind and challenges her guard to the Duel of Honor that Lilandra cannot refuse for Jean Grey's life.
- Beast calls Storm "Ororo", the first onscreen mention of her first name on the series.
- Lilandra is called "Majestrix", her royal title, for the first time.
- The oxygenated Blue Area of the Moon the challenge takes place at is a recurring location in Marvel Comics, as both the Watcher Uatu and the Inhumans have lived in that area at one time or another.
- This episode is based on Uncanny X-Men #137.
- In the crowd of aliens on Lilandra's starcruiser are a Skrull, a Badoon, a blue-uniformed Kree, and several movie alien creatures including a Twi'lek and Ithorian from Star Wars, a Xenomorph and an Alien Flip from Ultraman Leo.