Cover pencils by Rodney Ramos, inks by Bob McLeod (based on the Gil Kane/Dave Cockrum cover for Giant-Size X-Men 1). What If the All-New, All-Different X-Men Had Never Existed?, script by Kurt Busiek, pencils by Rodney Ramos, inks by Doug Hazlewood; The original X-Men beat Krakoa, and the new team is never formed; The old X-Men tackle all of the problems that faced the new X-Men but do a much better job; When Lilandra teleports the X-Men into space to take on the Phoenix force, Cyclops volunteers to give his life but it ends up being old foe and lackey of Eric the Red, Nightcrawler, who faces the Phoenix and saves the day (and the universe). Statement of ownership--average print run 320,410; average paid circulation 203,199. 36 pgs. $1.25. Cover price $1.25.