Gambit is in combat with the mighty Thor. The Asgardian, really a Skrull, swings him around by his overcoat as Remy attempts to fire off a kinetically charged card or two. He has already taken out Captain America and Hawkeye, Thor’s fellow Avengers. Nearby, Marrow sits leaning against a wall, gravely ill. As he swings through the air, Remy slips his coat and somersaults, managing to get enough distance between himself and his opponent to fire off some well-aimed cards.
The explosion rocks Thor and, whilst he is down, Remy picks up Marrow and escapes in the Avengers Quinjet. Arriving late, the Vision and the Scarlet Witch realize that he was after the Quinjet all along. They know he is one of the X-Men, and find it odd that people like him use their genetic gifts to protect a humanity that fears and despises them. They are a highly illogical group, remarks the Vision.
Meanwhile, Wolverine grabs Nightcrawler, not knowing if he is the real Kurt or simply a Skrull impostor. Wolverine points out that the whole place is filled with doppelgangers. Kurt tries to convince Logan by informing him that it is a Skrull training facility: an entire world dedicated to preparing alien agents for covert insertion into other worlds. They have duplicated most of Earth’s champions in this sector alone. They discovered this while waiting for him and Storm. Logan reckons that it explains the Fantastic Two that bushwhacked them on their way back with medical supplies for Marrow, but it doesn’t prove squat about whether Nightcrawler is real or not. A frightened Kurt quickly explains the whole experience with Ejulp, and Logan realizes that he’s for real.
Relieved, Kurt tells Logan that there is more. He informs Logan that evidence suggests that Ejulp made an error in temporal as well as spatial destination. They are in the past, on a moon orbiting the Skrull homeworld, just prior to when it was destroyed by Galactus. To make matters worse, Kitty hasn’t returned from her scouting foray, and both Remy and Marrow have gone missing as well.
Meanwhile, Charles Xavier is with Colossus at a hospital. It shows signs of wear and tear, bearing the hallmarks of one Remy LeBeau. Charles knows that he was intent on finding medical help for Marrow and this was his most likely destination. As Piotr walks around, Charles checks the hospital out. It is a real building, but the staff there appear to be solid-light constructs; holograms of some sort, except for one bearded man dressed as a janitor. Charles figures that he appears to be part of the operating system there, a Skrull most likely, equipped to deal with the physical needs of the facility in the aftermath of their battle drills. The Skrull ignores Charles and Piotr, presuming that they are part of the program he detests so much.
Nightcrawler suddenly teleports in carrying Ororo, who is still weary after her run-in with the Skrull Thing. He has left Wolverine to track down Kitty. Piotr returns and Kurt asks if there’s any news of Gambit. Piotr tells him that he’s gone again, in a stolen Quinjet according to the crowd outside. Charles presumes that he must have gone to the Shi’ar city - the simulation seen on the horizon earlier. Their equipment will be as authentic as it is there, and as Remy knows from their own Shi’ar systems, more than capable of healing Marrow. They must find them, but Charles admits that, with the psionic state of the shielded community limiting his telepathic range, it could take time. Kurt asks how much time they have until Galactus arrives. Charles is unsure, but guesses from the most recent information he gleaned from the captured Skrull’s mind, it could be a few days… or less.
The X-Men know that they cannot stop Galactus. They are on a hostile planet with no resources or allies. And even if it were otherwise, Ororo points out, what could mere mortals do against a being that may have existed since the dawn of time? Piotr wonders if they should even try. This is history, and has therefore already happened. Kurt figures that they need a ship to get them off the moon. Charles, however, has other ideas.
Charles figures that eight million will die when Galactus consumes the homeworld. He feels that they have no choice. They must warn the Skrulls and give them an opportunity to evacuate, or at least mobilize their defenses. He asks Ororo, Kurt and Piotr to concentrate on finding transportation to the Shi’ar grounds. He will attempt to alert the Skrulls, though with his powers restricted, he will need a radio.
Elsewhere, the Skrull versions of Thunderbird, Adam Warlock and Captain Marvel have Kitty Pryde as their captive, held in place by Warlock’s forcefield. They want information on the hounds that are on their trail. They are loyal soldiers who have endured unrelenting psychological conditioning and physical reconstruction. They have given up their very identities, forsaking their birth-forms forever, if only to avoid the pitfalls of detection that have foiled their previous attempts to infiltrate other races. However, they did not simply lie down and die when their real Earth counterparts did. They have no real need to exist, yet they cannot return to their old lives again. They are an embarrassment now, a danger, outlawed by their own. Their loyalty was rewarded with a death-sentence.
Kitty finally manages to get a word in edgeways after Warlock’s rant. She informs them that she’s not a Skrull, and is in fact one of the genuine X-Men. If he drops his stasis field for a moment, they might be able to help each other. Captain Marvel calls her a liar. How could she possibly expect them to believe such a ridiculous claim without proof? Before she can answer, Thunderbird picks up a message on his radio. It’s Charles Xavier transmitting to the Skrulls, informing them of Galactus’ imminent arrival. Warlock feels it’s a trap - all part of Infiltration Command’s plot to have them reveal themselves.
Elsewhere, the Skrulls listen to Xavier’s warning with interest. In contrast to Warlock’s thinking, they feel that it might be a desperate ploy on the behalf of their A.W.O.L. agents. They attempt to trace the source of the transmission and a commander orders a disruption field set up to block the transmission. He wants every unit to search for exposed intruders, and have them eliminated on sight. He also wants to cancel all ops in the Earth-Sim and deactivate the holographic population there.
Elsewhere, Wolverine searches for Kitty Pryde and comes across a doppelganger of himself. He quickly takes the Skrull out and grabs his costume. At least his doesn’t come with any telltale holes or hard-to-clean stains. Meanwhile, Gambit has taken Marrow to a hangar where numerous beings from different races are congregated. No one takes any notice of them there. Remy finds a small yellow pod and requests that it speak to him in English. He then orders it to take them to the nearest medical ship… fast.
Colossus, Storm and Nightcrawler have taken down a Skrull Daredevil and Piotr hammers a Hulk before making a getaway. Ororo holds off Mr. Fantastic and Doctor Octopus as Kurt grabs a pogo-plane and makes for the cockpit. He knows that the controls aren’t quite the same as the authentic FF pogo-plane, but they’re close enough. He takes off, leaving a whole host of doppelgangers trailing in their wake.
They want to get to Charles before the Skrulls do, and Kurt informs his comrades that the rendezvous point is in sight already. Ororo takes over the controls as they see Charles down below, with Iron Man and Kraven the Hunter homing in on him fast. Charles continues his warning via radio, but his message is curtailed when Nightcrawler teleports in to grab him, just as the Skrulls arrive. They collide with each other in the empty space recently occupied by Charles Xavier. Charles thanks Kurt for the timely rescue, and asks Storm to take them as high as she can, and a little further. They must attempt to get a message through to the Skrull homeworld.
As he continues his warning by radio, a nearby Skrull craft receives his message. The commander is infuriated. The Skrull on comms duty wants to relay the message to home command, but his commander believes it to be a ruse, obviously perpetrated by cowardly subversives who would see them disgraced by fear. He orders the pogo-plane vaporized, and the craft unleashes a volley of blasts at the smaller vessel carrying the X-Men. They have little choice but to return to the surface. Their pursuers radio ahead to Infiltration Command to inform the generals that they’re heading straight for the Shi’ar site.
Gambit is already there, and he locates an unwilling doctor to try and heal Marrow. Elsewhere, Wolverine has made his way to a warehouse on Kitty’s trail. It stinks of Skrulls there, the same as the rest of this world. However, he can sense that Kitty has passed by there and phased through a wall. He demolishes the wall, only to find that behind it is a quartet of Skrulls in the form of the Abomination, Hobgoblin, Havok and Medusa. Havok informs Logan that their security cams saw everything. He asks what Logan is doing there, and exactly how many others of his ilk have violated their sovereignty. If he answers, his death will be mercifully brief. Hobgoblin isn’t too bothered whether it’s quick or not.
Meanwhile, Xavier’s crew manages to evade their pursuers thanks to a ground-level mist created by Storm. Charles has a good idea where Remy may have taken Marrow, but they have no way of knowing if his message got through to the Skrull homeworld, or if they’re actually heeding the warning. As he ponders whether he could have done something different, they are attacked by Skrulls in the form of the Imperial Guard and the Starjammers.
Remy’s doctor has placed Marrow in a large egg-shaped device, which has cables feeding into it. He warns the doctor that he understands more about what’s going on than he thinks, so he shouldn’t try anything suspicious. As the doctor uses the controls, he is shot in the bank by a group of Skrulls who appear in the doorway. Remy has no idea how to shut down the machine, and he can’t risk disrupting the process. Marrow is completely defenseless, and vulnerable to a stray blast from the bloodthirsty Skrulls. He decides to provide them with a better target.
Xavier’s crew manage to fend off the Imperial Guard and Starjammers, as they are much more experienced in the use of their powers than the Skrulls, but Nightcrawler fears that their superior numbers might overrun them. As they battle, Colossus tells them to look to the skies. They do so, and witness numerous explosions, as Nova, the herald of Galactus, destroys the Shi’ar’s defenses with ease. Galactus’ spherical ship looms towards the Shi’ar homeworld unopposed, and Galactus himself appears through a hatchway in the side of his shop to speak with Nova. He tells her that the world is his, and ripe for the plucking.
On the moon, more and more Skrulls arrive to take on the X-Men, including Quicksilver, Yondu, Whirlwind and Zzzax. Piotr doesn’t think that they realize the true threat, and doesn’t feel as if there’s anything they can do now. Charles Xavier isn’t so sure. He hasn’t yet tried confronting the world-ender himself…