Appearing in "Phoenix Saga - Part II: The Dark Shroud"
- Phoenix Force (First full appearance)
- Lilandra Neramani (Main story and flashback) (First full appearance)
- Moira MacTaggert
- Sean Cassidy (First appearance)
- Onslaught (Only appearance) (Unnamed)
- Eric the Red
- D'ken Neramani (Only in flashback)
- Juggernaut (Cain Marko)
- Dr. Peter Corbeau
- Howard the Duck (Photo)
- Yuriko Oyama (Illusion)
- Sabretooth (Graydon Creed, Sr.) (Illusion)
- Deadpool (Wade Wilson) (Illusion)
- New York City Police Department
- Earth Orbit
- United Kingdom
- Shi'ar Galaxy (Only in flashback)
- Shi'ar (Only in flashback) (First appearance)
- Starcore (Destroyed)
Synopsis for "Phoenix Saga - Part II: The Dark Shroud"
A psychic probe in the form of a beam of light causes Professor X's to emit a psychic projection of his dark side which then attacks the X-Men. Professor X retreats to Muir Island for rehabilitation but is visited by Lilandra.
- When the X-Men visit Jean in the hospital Beast's wearing a "Howard the Duck" shirt.