| Past Beast |  What was that?  |
| Wolverine | I'll do the talking. Shut up. |
| Past Cyclops | Who is out there? |
| Wolverine | Well... "your brother and his... Uncanny Avengers |
| Captain America | Come out with your hands up! You are in a lot of trouble! Don't make it any worse for yourselves! |
Appearing in 1st story
Featured Characters:
- X-Men
- Shadowcat (Kitty Pryde)
- Wolverine (Logan)
- Storm (Ororo Munroe)
- Beast (Hank McCoy)
- Iceman (Bobby Drake)
- Students
- X-Men (Past)
- Beast (Hank McCoy) (Past)
- Marvel Girl (Jean Grey) (Past)
- Cyclops (Scott Summers) (Past)
- Iceman (Bobby Drake) (Past)
- Angel (Warren Worthington III) (Past) (Leaves)
- Anole (Victor Borkowski)
- Hellion (Julian Keller)
- Kid Omega (Quentin Quire)
- Blindfold (Ruth Aldine)
- Rockslide (Santo Vaccorro)
- Glob Herman (Robert Herman)
- Oya (Idie Okonkwo)
- Genesis (Evan Sabahnur)
- Armor (Hisako Ichiki)
- Match (Ben Hamill)
- Indra (Paras Gavaskar)
- Bling! (Roxy Washington)
- Graymalkin (Jonas Graymalkin)
- Velocidad (Gabriel Cohuelo)
- Numerous unidentified students
- X-Men (Past)
Supporting Characters:
- X-Men (New Charles Xavier School)
- Cyclops (Scott Summers) (Main story and flashback)
- Magneto (Erik Lensherr)
- Emma Frost
- Magik (Illyana Rasputina)
- Students
Antagonists:
- Brotherhood of Mutants
- Mystique (Raven Darkhölme) (Impersonates Pepper Potts)
- Sabretooth (Victor Creed) (Impersonates Wolverine (Logan))
- Marvel Girl (Jean Grey) (Past in illusion)
- Cyclops (Scott Summers) (Past in illusion)
- Iceman (Bobby Drake) (Past in illusion)
- Beast (Hank McCoy) (Past in illusion)
- Angel (Warren Worthington III) (Past in illusion)
Other Characters:
- Professor X (Charles Xavier) (Mentioned)
- Iron Man (Anthony Stark) (Mentioned)
- S.H.I.E.L.D. (Mentioned)
- Avengers (Mentioned)
- X-Factor (Mentioned)
- Phoenix (Jean Grey) (Only in flashback)
- Avengers Unity Squad
- Stark Resilient
Locations:
Items:
Vehicles:
Synopsis for 1st story
Back at the Jean Grey School for Higher Learning, the Stepford Cuckoos join Cyclops and with much surprise and shock the time-displaced Angel also joins him in his revolution with them teleporting away, although not before the Stepford Cuckoos soundly defeat Jean Grey in a psychic battle for attempting to control Angel's mind. While flying in the Blackbird trying to find Mystique, the young X-Men, along with Shadowcat and Wolverine, are intercepted by the Uncanny Avengers.
Solicit Synopsis
• One of the ALL-NEW X-MEN leaves to join Cyclops and his crew!
• Jean Grey pushes her power to the limit, shaking her and the rest of the X-Men to the core.Trivia
- Takes place concurrently with All-New X-Men #10 and Uncanny X-Men (Vol. 3) #4