Appearing in "Shadow on the Stars"
- Iceman (Only in flashback)
- Fantastic Four
- Changeling (Only in flashback)
- Candy Southern
- Z'nox (Main story and flashback)
- Grotesk (Only in flashback)
- Stefan Krueger (First appearance)
- Crew of the Sigurd Jarlson
- Sentinels (Only in flashback)
- Phoenix Force (First appearance chronologically)
- Blunt (First appearance)
- Fantastic Four's reverse-engineered Skrull ship
- Z'Nox ships
- Sigurd Jarlson (trawler)
Synopsis for "Shadow on the Stars"
Cyclops, Beast and Marvel Girl have returned from the Savage Land to Xavier's School for Gifted Youngsters where the Fantastic Four already are waiting for them – or at least some X-Men. Professor X orders the X-Men to put on their uniforms.
After Marvel Girl is finished, she accompanies the Professor into the briefing room and some of his behavior continue to make her doubt his full recovery after the battle against the Z’nox. Surrounded by his students and the FF, Xavier talks about the Z’nox and how they travel through the galaxy on their planet using a gravity transformer drive. Xavier further explains how he prepared for the invasion while the Changeling posed as the Professor before he eventually died. During the fight with the Z’nox Xavier linked his mind with all people on Earth which led to the retreat of the Z’nox in the end. But now Professor X questions his strategy because the Z’nox are still capable of attacking other planets instead of Earth.
While the X-Men and the FF prepare to hunt down the Z’nox, the ship captain of the Sigurd Jarlson meets with a man named Krueger who is very interested in buying both Angel and Avia off him.
A little later, the FF and the X-Men are onboard a spaceship which Mr. Fantastic built based on Skrull technology. Shortly before the jump into hyperspace, Marvel Girl has the strange feeling that she is being watched.
Meanwhile, Havok, Lorna Dane and Ka-Zar continue to fly over the Savage Land to find the X-Men although their confidence is fading with every minute. But then the Mini-Cerebro of the Aircar picks up the familiar energy signature of Iceman.
As the spaceship of the FF reaches the planet of the Z’nox, the fight immediately begins. Jean, however, has the feeling that something is invading her body changing her into the raw embodiment of power …