Appearing in "The S-Men"
- Professor Charles Xavier
- Zelda (Barista)
- News correspondent
- National Guard
- Harvey Elder (Mentioned)
- Fantastic Four (Mentioned)
- Bernard the Poet (Poster)
- Skrull exploration vessel
Synopsis for "The S-Men"
The X-Men decide to take some time off and visit a trendy coffee shop in a collegiate community. While there, they watch a televised news broadcast of the X-Men fighting a bunch of escaped giant monsters – which is naturally impossible, since they are the X-Men.
This second group of X-Men is actually an espionage team of shape-shifting alien Skrulls. They were sent to Earth to evaluate the planet's super-powered community and make a threat assessment. The Skrull Praetor instructs them to kill the X-Men in order to cut down on the mutant populace.
The real X-Men meanwhile, switch into their costumed identities to round up the last of the remaining super-monsters. During the battle, a giant insectoid creature renders them unconscious with a ray beam from its antennae. The Skrulls have a change of heart, and decide that they do not truly wish to harm these mutants. Instead, they save the X-Men's lives by tackling the creature on their own.
After the battle, the Skrulls return to the Skrull Empire where they are admonished for defying orders. They don't really care though, as they have come to really enjoy living the life of an X-Man.
Appearing in "Franklin Richards- Son of a Genius in: Molecular Mayhem"
- Anti-Graviton Support
- Sub-Atomic Sled
Synopsis for "Franklin Richards- Son of a Genius in: Molecular Mayhem"
Franklin is bored so H.E.R.B.I.E. and he sneak into his father's lab and go joy riding on an Anti-Graviton transport. The transport takes them to a subatomic realm and Franklin gets sick. They manage to return to the Baxter Building without Reed learning about their little adventure. Reed offers to take Franklin on a new roller coaster ride at an amusement park, but Franklin is too ill to go.
- The Franklin Richards: Son of a Genius story in this issue takes place outside standard Earth-616 continuity.
- This issue includes a "Mini Marvels" comic strip by Chris Giarrusso
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