The X-Men return from an alternate universe to find themselves on a planet with patches similar to Earth. They split into teams to seek out medical attention for Marrow. Storm and Wolverine track down medical supplies, but are stopped by the Human Torch, who doesn't respond as expected to Storm's winter wind. Thing shows up to press the attack, but Wolverine faces him, and both fall over a cliff. Meanwhile, Shadowcat and Nightcrawler encounter Thunderbird and other dead heroes, as well as duplicates of themselves. Shadowcat ambushes and replaces her own duplicate, while Nightcrawler takes the duplicate back to Professor X. Shadowcat infiltrates the imposters, who are impersonating almost all of the Earth's heroes (including Spider-Man), and behaving in a manner consistent with media portrayals rather than the actual individuals. When she tries to escape, she is captured by duplicates of Captain Marvel, Thunderbird and Adam Warlock. Elsewhere, the Professor digs through the psychic shields on the duplicate Shadowcat, and realizes that they have been displaced in time and space, and that the X-Men are on the Skrull homeworld, shortly before Galactus arrives to devour it.