Featured Characters:

• X-Men (First appearance)
  • Marvel Girl (Jean Grey) (First appearance)
  • Cyclops (Scott Summers) (First appearance)
  • Beast (Henry McCoy) (First appearance)
  • Arch Angel (Warren Worthington III) (First appearance)
  • Iceman (Bobby Drake) (First appearance)
  • Shadowcat (Kitty Pryde) (First appearance)
  • Nightcrawler (Kurt Wagner) (First appearance)
  • Phoenix (Rachel Summers) (First appearance)
  • Dazzler (Alison Blaire) (First appearance)
  • Havok (Alex Summers) (First appearance)
  • Wolverine (Logan) (First appearance)
  • Psylocke (Betsy Braddock) (First appearance)
  • Colossus (Piotr Rasputin) (First appearance)
  • Rogue (Anne Marie) (First appearance)
  • Longshot (First appearance)

Supporting Characters:

• Storm (Ororo Munroe) (First appearance)
• Forge (First appearance)
• Uatu the Watcher (First appearance)

Antagonists:

• Freedom Force (First appearance)
  • Mystique (Raven Darkhölme) (First appearance)
  • Avalanche (Dominikos Petrakis) (First appearance)
  • Blob (Fred J. Dukes) (First appearance)
  • Pyro (St. John Allerdyce) (First appearance)
  • Spiral (Rita Wayword) (First appearance)
  • Crimson Commando (Frank Bohannan) (First appearance)
  • Stonewall (Louis Hamilton) (First appearance)
  • Super Sabre (Martin Fletcher) (First appearance)
• Adversary (First appearance)

Other Characters:

• Barbarians
• Dinosaurs
• Cheyenne People (First appearance)
• Rednecks
• Việt Cộng (First appearance)
• Demons

Locations:

• Earth-90613 (First appearance)
  • Earth (First appearance)
    • United States of America (First appearance)
      • Texas (First appearance)
        • Dallas (First appearance)
          • Galleria (First appearance)
          • Eagle Plaza (First appearance)
            • Eagle Tower (First appearance)
    • Ice Age (First appearance)
    • Forest (First appearance)
    • Plains (First appearance)
    • Primal Age (First appearance)
    • Prairie (First appearance)
    • Badlands (First appearance)
    • Jungle (First appearance)
    • Vietnam (First appearance)
  • Otherworld (First appearance)
    • Starlight Citadel (First appearance)

Items:

• X-Uniforms (First appearance)
• Cyclops' Visor (First appearance)
• Longshot's Throwing Knives (First appearance)
• Wolverine's Suit (First appearance)
• Barrel
• Crate
• Kit
• Serum

Uatu the Watcher narrates an alternate version of the Fall of the Mutants. In Earth-616, the X-Men and Freedom Force put aside their differences and joined forces to battle the Adversary.^[1] In this reality; however, Freedom Force continued to fight the X-Men while the Adversary deconstructed reality. The X-Men were forced to fight through various time periods and locations conjured by the Adversary's chaos magic, fighting Freedom Force as they went. The X-Men eventually made their way to the Starlight Citadel and defeated the Adversary, freeing Storm and Forge from captivity.