- Warlock (Main story and flashback) (First appearance)
- Mister Sinister (Nathaniel Essex)
- Phalanx (Main story and flashback) (First appearance)
- X-Men Blackbird
- Wolverine's Jeep
- Sinister's Jet
The X-Men are attacked by the Phalanx, a race of techno-organic aliens seeking to assimilate all life on earth. The alien Warlock allies with Beast, Forge, and Mr. Sinister to defeat the Phalanx.
- The trucks have "Joe's Calamari" signs on the sides, another reference to executive producer Joseph Calamari.
- Originally broadcasted as a one-hour special, back to back with its second part.
Marvel's Bob Harras is credited as story consultant for this and the 2nd phalanx episode.