- Juggernaut (Cain Marko) (Main story and flashback)
- Black Tom (Thomas Cassidy) (First appearance)
- Shi'ar Empire
- Kurt Marko (Only in flashback) (First appearance)
Juggernaut and Black Tom Cassidy kidnap Lilandra for Erik The Red, but the X-Men track them down. A fight results in a stalemate until Gladiator, guard to the imperial throne, shows up to take Lilandra captive. Phoenix rescues her and vanquishes Gladiator for the meantime.
- There's at least one version around of this episode with the incorrect onscreen title of "The Phoenix Saga-Part 2: The Cry Of The Banshee."
- Loosely based on Uncanny X-Men #102 through 105