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 / V5                                                                        \
{-------======    X  -  M  E  N     O  V  E  R  P  O  W  E  R    ======-------}
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X - M E N   O P   C H A R A C T E R S      (Energy-Fighting-Strength-Intellect)

 Hero/Character                    Grid (Total)  Inherent Ability

    ANGEL: THE FALLEN              6-7-4-3 (20)
 BASTION                           3-2-4-7 (16)  Sentinels Sp, IPc not shifted
    BEAST: THE BRUTE               3-6-7-1 (17)
 CALLISTO                          2-6-3-5 (16)  Morlocks Sp, "Caliban" fr Rsrv
 CAPTAIN BRITAIN                   4-4-7-6 (21)
 CEREBRO                           6-3-3-8 (20)
    COLOSSUS: AGE OF APOCALYPSE    2-5-7-3 (17)  Attacks w/ S Pc not shifted
 CRUX                              6-6-2-3 (17)  Avoid any attack w/ a 1I Pc
 DEATHBIRD                         3-7-3-3 (16)  Shi'ar Sp, defend FL w/ Pc f R
 DONALD PIERCE                     4-2-6-7 (19)  May play any Reavers Specials
 GOBLYN QUEEN                      7-5-2-5 (19)  Attacks w/ E Pc not shifted
 GREY KING                         6-3-5-7 (21)
    HAVOK: MUTANT X                7-3-4-5 (19)  +3 VT when a teammate is KO'd
    ICEMAN: THE ICE-MAN            7-5-3-3 (18)  +1 VT each Hit Current Battle
    JEAN GREY: DARK PHOENIX        8-4-6-3 (21)
 LANDSLIDE                         6-4-6-2 (18)  Opp -3 VT when L's tmmate KO'd
 MAVERICK                          5-8-3-3 (19)
 MERCURY                           6-7-5-4 (22)
 MULTIPLE MAN                      6-6-3-3 (18)  May make 1/both followup to TW
    NAMOR: SUB-MARINER             3-5-8-4 (20)
 PHOENIX                           7-5-4-3 (19)  When KOd not discarded til eob
 POLARIS                           7-3-3-4 (17)  Attack w/ EPc while in Reserve
    PSYLOCKE: BETSY BRADDOCK       6-3-2-5 (16)  P's Basic Univ count Damage/VT
 RAPTURE                           5-7-2-3 (17)  +1 attack vs. Intellect 7 or 8
    ROGUE: B/HOOD OF EVIL MUTANTS  6-5-3-2 (16)  Not Cumulative KOd w/ Specials
 SABRA                             3-7-6-3 (19)
 SHADOW KING                       7-1-1-7 (16)
 SPIDER-GIRL                       4-6-5-3 (18)  Attk w/Pc not defend Activator
    STORM: BLOODSTORM              7-6-5-3 (21)
    STORM: NEUTRALIZED             1-6-4-5 (16)  May play any Morlocks non-OPD
 SUNFIRE                           7-5-4-4 (20)  "Solar Flare" from Reserve
 TASKMASTER                        3-7-4-5 (19)  Use I Pc to avoid any F attack
 THUNDERBIRD                       2-6-7-3 (18)
 TYPHOID MARY                      5-7-3-2 (17)  Attacks w/ F Pc not shifted
    WOLVERINE: AGE OF APOCALYPSE   2-8-4-5 (19)
 X-MAN                             8-3-3-3 (17)
 X-MEN: ORIGINAL TEAM              7-2-4-5 (18)  May play any Professor X OPD
 XAOS                              7-4-4-1 (16)  Draw 1 when X's teammate KO'd
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B R E A K D O W N   O F   X - M E N   O V E R P O W E R   G A M E   C A R D S

   26  New Characters  
   12  Clone Characters 
  126  Special Cards  ( 1 Any Character + 5 each New Character +
                        1 each some MN and CL Mutant/related Character )
    5  Location Cards
   23  Aspect Cards   ( 1 Any Homebase + 1 each for some Locations )
    4  Universe Cards ( 4 Ally )
 +  4  Tactic Cards   ( 4 Artifact )
 ----
  200  Functionally Different Playing Cards
_______________________________________________________________________________

H E R O / C H A R A C T E R   C A R D S   A N D   S P E C I A L   C A R D S

    ANY CHARACTER
     * DEVOURER OF WORLDS (OD) <XM> {R} [OPD]
        Play during battle. Opponent cannot use Activator cards for remainder
            of game or until this Special has been attacked with 4 Activator
            card attacks. This Special may not be negated.
      ____________________________________________________________________

    ACOLYTES
     * AMELIA VOGHT (HK) <XM> {C}
        Target Character must make as many attacks as possible. Acolytes' team
            may defend.
      ____________________________________________________________________

    ALPHA FLIGHT
     * VINDICATOR (MA) <XM> {C}
        Acts as a level 5 Strength or Intellect attack. May not be defended by
            a card from a Battlesite.
      ____________________________________________________________________

  * ANGEL: THE FALLEN  <XM> {U}                E: 6   F: 7   S: 4   I: 3   (20)
     * NEURO-TOXIN (HO) <XM> {C}
        Acts as a level 6 Energy attack. If successful, Opponent is -4 to
            Venture.
      ____________________________________________________________________

  * BASTION  <XM> {U}                          E: 3   F: 2   S: 4   I: 7   (16)
       ~ May play any "Sentinels" Special cards. Attacks made with Intellect
             Power cards may not be moved or shifted from Target Character. ~
      ____________________________________________________________________

  * BEAST: THE BRUTE  <XM> {U}                 E: 3   F: 6   S: 7   I: 1   (17)
      ____________________________________________________________________

  * CALLISTO  <XM> {C}                         E: 2   F: 6   S: 3   I: 5   (16)
       ~ May play any "Morlocks" Special cards. May play "Caliban" from
             Reserve. ~
      ____________________________________________________________________

  * CAPTAIN BRITAIN  <XM> {U}                  E: 4   F: 4   S: 7   I: 6   (21)
     * BATTLEWORTHY (KL) <XM> {U}
        Opponent must immediately discard all Special cards in play that affect
            the "remainder of the battle" or the "remainder of the game."
     * PHYSICS GENIUS (NP) <XM> {C}
        Captain Britain's team's Basic Universe cards used to attack count
            toward Damage and Venture Total for remainder of game.
     * PRODIGIOUS STRENGTH (NG) <XM> {U}
        Acts as a level 5 Fighting attack. If successful, Target Character
            loses Inherent Ability and is considered to have no Inherent
            Ability for remainder of battle.
     * SUPER ENDURANCE (FL) <XM> {R} [OPD]
        For remainder of game, cards on Captain Britain's Hits to Current
            Battle with Energy or Fighting icons do not count towards
            Opponent's Venture Total.
     * SUPERSONIC (HR) <XM> {R} [OPD]
        Acts as a level 9 Energy or Strength attack.
      ____________________________________________________________________

  * CEREBRO  <XM> {R}                          E: 6   F: 3   S: 3   I: 8   (20)
     * CATALOGUE (NI) <XM> {U}
        Acts as a level 5 Fighting attack. If successful, Opponent must discard
            all Activator cards from Hand.
     * COMPUTER ORIGIN (BS) <XM> {R} [OPD]
        For remainder of battle, if Cerebro can block a Power card attack with
            an equal value Power card, Cerebro's Power card hits attacker.
     * THE FOUNDER (HU) <XM> {C}
        Cerebro may Place and play Professor X's "Cerebro," "Psychic Shield,"
            and "X-Men Founder" Special cards for remainder of game.
     * MUTANT SEEKER (NO) <XM> {C}
        Acts as a level 2 Intellect attack. If successful, attacks made on
            Target Character may not be moved to any of Target's teammates for
            remainder of game.
     * SENTINEL EVOLUTION (FM) <XM> {C}
        Opponent may not play any Aspect cards for remainder of battle.
      ____________________________________________________________________

  * COLOSSUS: AGE OF APOCALYPSE  <XM> {U}      E: 2   F: 5   S: 7   I: 3   (17)
       ~ Attacks made with Strength Power cards may not be moved or shifted
             from Target Character. ~
      ____________________________________________________________________

  * CRUX  <XM> {C}                             E: 6   F: 6   S: 2   I: 3   (17)
       ~ Crux may avoid any attack with a level 1 Intellect Power card. ~
     * COLDFORCE (GJ) <XM> {C}
        Acts as a level 4 Energy or Strength attack. May make 1 additional
            attack.
     * HEATFORCE (GJ) <XM> {C}
        Acts as a level 4 Fighting or Intellect attack. May make 1 additional
            attack.
     * PAYBACK (BL) <XM> {R} [OPD]
        Play when Opponent concedes battle. Opponent may not concede battle.
     * PRECISION AGILITY (NO) <XM> {C}
        Acts as a level 2 Energy attack. If successful, attacks made on Target
            Character may not be moved to any of Target's teammates for
            remainder of game.
     * THERMODYNAMICS (NU) <XM> {C}
        Acts as a level 0 Strength attack. May only be defended using a Power
            card with a Value of 5 or greater.
      ____________________________________________________________________

    DAZZLER
     * PINPOINT LASER (NJ) <XM> {C}
        Acts as a level 4 Strength or Energy attack. Attack is not affected by
            Special cards already in play.
      ____________________________________________________________________

  * DEATHBIRD  <XM> {U}                        E: 3   F: 7   S: 3   I: 3   (16)
       ~ May play any "Shi'Ar" Special cards. May defend Front Line with Power
             cards from Reserve. ~
      ____________________________________________________________________

  * DONALD PIERCE  <XM> {C}                    E: 4   F: 2   S: 6   I: 7   (19)
       ~ May play any "Reavers" Special cards. ~
      ____________________________________________________________________

  * GOBLYN QUEEN  <XM> {U}                     E: 7   F: 5   S: 2   I: 5   (19)
       ~ Attacks made with Energy Power cards may not be moved or shifted from
             Target Character. ~
     * CLONAL ORIGIN (HU) <XM> {C}
        Goblyn Queen may Place and play Jean Grey's "Phoenix Effect," "Mental
            Deflection," and "Mind Over Matter" Special cards for remainder of
            game.
     * DARK MAGIC (NG) <XM> {U}
        Acts as a level 5 Energy attack. If successful, Target Character loses
            Inherent Ability and is considered to have no Inherent Ability for
            remainder of battle.
     * GOBLYN ARMADA (NS) <XM> {C}
        Opponent may not play any Special cards that affect "the remainder of
            the battle" or the "remainder of the game" for the remainder of the
            battle.
     * INFERNO (MB) <XM> {R} [OPD]
        Acts as a level 6 Any-Power attack. If successful, Target Character is
            KO'd by next level 2 Energy Power card Hit, regardless of Inherent
            Abilities and other Special cards.
     * PHOENIX LIFEFORCE (NY) <XM> {R} [OPD]
        Play during battle. On your turn, after Goblyn Queen is KO'd, discard
            this Special to move Goblyn Queen from Defeated Characters Pile to
            Reserve. Play as normal.
      ____________________________________________________________________

  * GREY KING  <XM> {U}                        E: 6   F: 3   S: 5   I: 7   (21)
     * ANALYTICAL GENIUS (NL) <XM> {C}
        Play in current battle. Next battle, neither player may Venture more
            than 2 Mission cards.
     * CARRIER WAVE (AG) <XM> {C}
        Avoid 1 attack.
     * LEADER (BK)=>(CF) <XM> {C}
        Grey King may increase either his team's or Opponent's Ventured Mission
            cards by 1.
     * PSYCHIC NEUTRALIZER (NG) <XM> {U}
        Acts as a level 5 Intellect attack. If successful, Target Character
            loses Inherent Ability and is considered to have no Inherent
            Ability for remainder of battle. 
     * TK BEAM (AS) <XM> {R} [OPD]
        Acts as a level 8 Intellect attack, +1 for each Hit on Grey King's
            Permanent Record.
      ____________________________________________________________________

  * HAVOK: MUTANT X  <XM> {U}                  E: 7   F: 3   S: 4   I: 5   (19)
       ~ Team +3 to Venture Total when a teammate is KO'd. ~
     * MUTANT X (FI) <XM> {C}
        Acts as a level 3 Intellect attack. If successful, Havok may
            immediately draw 2 cards from top of Draw Pile. Discard if
            duplicate.
      ____________________________________________________________________

    THE HELLFIRE CLUB
     * VON ROEHM (MB) <XM> {R} [OPD]
        Acts as a level 6 Any-Power attack. If successful, Target Character is
            KO'd by next level 2 Strength Power card Hit, regardless of
            Inherent Abilities and other Special cards.
      ____________________________________________________________________

  * ICEMAN: THE ICE-MAN  <XM> {U}              E: 7   F: 5   S: 3   I: 3   (18)
       ~ +1 to Venture Total for each Hit in Iceman: The Ice-Man's Hits to
             Current Battle. ~
      ____________________________________________________________________

  * JEAN GREY: DARK PHOENIX  <XM> {R}          E: 8   F: 4   S: 6   I: 3   (21)
      ____________________________________________________________________

  * LANDSLIDE  <XM> {C}                        E: 6   F: 4   S: 6   I: 2   (18)
       ~ Opponent is -3 to Venture Total when Landslide's teammate is KO'd. ~
     * APPETITE FOR DESTRUCTION (NN) <XM> {C}
        Play during battle. For remainder of battle, any Special card played
            must be a Special card that acts as an attack. Other Special cards
            may not be played.
     * BIG BULLY (NV) <XM> {U}
        Acts as a level 5 Fighting attack. If successful, Target Character may
            not play Activator cards for remainder of battle.
     * MASSIVE SPEED (MA) <XM> {C}
        Acts as a level 5 Energy or Strength attack. May not be defended by a
            card from a Battlesite.
     * SHORT FUSE (BV) <XM> {R} [OPD]
        Landslide may make as many Power card attacks as possible. Opponent may
            defend.
     * WALLOP (NU) <XM> {C}
        Acts as a level 0 Intellect attack. May only be defended using a Power
            card with a Value of 5 or greater.
      ____________________________________________________________________

    MAGGOT
     * INTESTINAL FORTITUDE (OA) <XM> {R} [OPD]
        Acts as a level 7 Strength attack. If successful, Opponent must sort
            through Draw Pile and discard first 3 Special cards into Dead Pile.
            Reshuffle Draw Pile.
      ____________________________________________________________________

    MARAUDERS
     * PRISM (KB) <XM> {C}
        Acts as a level 7 Strength attack. If successful, acts as a level 3
            Energy Hit. Hit goes on Permanent Record. Does not count towards
            Venture Total.
      ____________________________________________________________________

    MARROW
     * BATTLEBONES (NK) <XM> {C}
        Acts as a level 3 Strength attack. If attack is defended, Marrow may
            draw 1 card from top of Draw Pile. Discard duplicates.
      ____________________________________________________________________

  * MAVERICK  <XM> {R}                         E: 5   F: 8   S: 3   I: 3   (19)
     * COMBAT ARMOR (MA) <XM> {C}
        Acts as a level 5 Fighting or Intellect attack. May not be defended by
            a card from a Battlesite.
     * FREELANCE SPY (BG) <XM> {R} [OPD]
        Team gains +2 to all actions.
     * KINETIC ABSORPTION (LO) <XM> {C}
        Avoid 1 attack made with a Power card. Maverick may draw 1 card from
            the top of the Draw Pile. Discard duplicates.
     * LEGACY REGRESSION (GI) <XM> {C}
        Maverick is not affected by Event cards for remainder of game.
     * POWER CHANNEL (NZ) <XM> {U}
        Remove 1 Hit from Maverick's Hits to Current Battle. Maverick may make
            1 attack with any card, usable by Maverick and in Hand, of equal or
            less Value than removed Hit.
      ____________________________________________________________________

  * MERCURY  <XM> {U}                          E: 6   F: 7   S: 5   I: 4   (22)
     * COMBAT EXPERIENCE (KL) <XM> {U}
        Opponent must immediately discard all Special cards in play that affect
            the "remainder of the battle" or the "remainder of the game".
     * MERCENARY CODE (NT) <XM> {C}
        Acts as a level 6 Intellect attack. If successful, Opponent must
            discard from Hand until both players have an equal number of cards
            in Hand. Opponent's choice.
     * MERCURIC BLADES (AB) <XM> {C}
        Acts as a level 5 Fighting attack. May make 1 additional Fighting
            attack.
     * METALLIC CONTROL (AD) <XM> {C}
        Avoid 1 attack made with an Aspect card.
     * SOLDIER-OF-FORTUNE (NM) <XM> {R} [OPD]
        Sort through Draw Pile card by card. Remove first card with an attack
            Value. Add Value to Mercury's Venture Total for current battle.
            Reshuffle Draw Pile.
      ____________________________________________________________________

    MORLOCKS
     * RUN FROM SLAUGHTER (AL) <XM> {C}
        Remove 1 Hit from Morlocks' or teammate's Permanent Record or Hits from
            Current Battle.
      ____________________________________________________________________

  * MULTIPLE MAN  <XM> {C}                     E: 6   F: 6   S: 3   I: 3   (18)
       ~ May make one or both follow up attacks to any Universe: Teamwork
             card. ~
     * DUPLICATE SELF (EB) <XM> {C}
        Play during battle. For remainder of battle, any attack made on
            Multiple Man may be moved to Duplicate Self. Multiple Man's team
            may not defend. Duplicate Self is KO'd with 1 Hit.
     * LEGACY SURVIVOR (JB) <XM> {R} [OPD]
        Remove all Hits from Multiple Man's Permanent Record and Current
            Battle, and switch places with Reserve.
     * MULTIPLY AND CONQUER (NR) <XM> {R} [OPD]
        Discard 1 Strength Power card usable by Multiple Man. Show Opponent up
            to 5 cards usable by Multiple Man from Hand. Draw equal number from
            Draw Pile. Discard duplicates.
     * OUTNUMBER (NH) <XM> {C}
        Acts as a level 3 Fighting attack. If successful, Target Character may
            not make any follow up attacks from Teamwork or Special cards for
            remainder of battle.
     * TEAM MADROX (BV) <XM> {C}
        Play with any Power card attack. Multiple Man may make as many
            additional Fighting or Strength Power card attacks as possible.
            Opponent may defend.
      ____________________________________________________________________

  * NAMOR: SUB-MARINER  <XM> {R}               E: 3   F: 5   S: 8   I: 4   (20)
      ____________________________________________________________________

  * PHOENIX  <XM> {U}                          E: 7   F: 5   S: 4   I: 3   (19)
       ~ When KO'd, Phoenix may continue to fight and is not discarded until
             end of battle. ~
     * ASKANI FOUNDER (CW) <XM> {R} [OPD]
        Avoid 1 attack. May not be attacked for remainder of battle.
     * CHILD OF THE FUTURE (BZ) <XM> {R} [OPD]
        Opponent must reveal Hand and play open handed for remainder of battle.
     * MANIFEST PHOENIX (MC) <XM> {R} [OPD]
        Acts as a level 11 Energy, Strength, or Intellect attack. Phoenix's
            team may not attack for remainder of battle.
     * MUTANT HOUND (MI) <XM> {C}
        Play on Target Character as an attack. Attacks made on Target
            Character, including "Mutant Hound," may not be moved to any of
            Target's teammates for remainder of game.
     * TELEPATHIC POWER (AR) <XM> {C}
        Acts as a level 7 Fighting attack.
      ____________________________________________________________________

  * POLARIS  <XM> {U}                          E: 7   F: 3   S: 3   I: 4   (17)
       ~ May attack with Energy Power cards while in Reserve. ~
     * ENERGY WARP (GF) <XM> {C}
        Acts as a level 4 Energy attack. If successful, move all Hits from
            Polaris's Hits from Current Battle into Permanent Record. Affects
            Venture Total.
     * ENSNARE (FN) <XM> {U} [OPD]
        Target Character may not attack or play Special cards for remainder of
            battle.
     * MAGNETIC FIELD (JW)=>(JZ) <XM> {C}
        Acts as a level 5 Fighting attack. Attack may not be defended with a
            Special card.
     * MANIPULATE MAGNETISM (DB) <XM> {C}
        Avoids all attacks from 1 Teamwork card, or Target Character must
            discard 1 Placed Teamwork card.
     * REVERSE POLARITY (KB) <XM> {C}
        Acts as a level 2 Energy attack. If successful, acts as a level 8
            Fighting Hit. Hit goes on Target Character's Permanent Record. Does
            not count for Venture Total.
      ____________________________________________________________________

  * PSYLOCKE: BETSY BRADDOCK  <XM> {C}         E: 6   F: 3   S: 2   I: 5   (16)
       ~ Psylocke's Basic Universe cards count toward Damage and Venture
             Total. ~
      ____________________________________________________________________

  * RAPTURE  <XM> {U}                          E: 5   F: 7   S: 2   I: 3   (17)
       ~ +1 to all attacks vs. Characters with Intellect Power Grid 7 or 8. ~
     * AVIAN MUTATION (BR) <XM> {C}
        Rapture may have 1 additional Special card Placed on her until KO'd.
            May not be duplicate.
     * FLIGHTPATH (LO) <XM> {C}
        Avoid 1 attack made with a Power card. Rapture may draw 1 card from the
            top of the Draw Pile. Discard duplicates.
     * MERCY KILLING (NW) <XM> {R} [OPD]
        Acts as a level 5 Strength attack. If successful and Target has Hits
            totaling 15 or more, then Target is KO'd regardless of Inherent
            Abilities and other Special cards.
     * PSYCHIC SWORD (BA) <XM> {C}
        Acts as a level 0 Fighting or Strength attack. May only be defended by
            a Special card.
     * RELEASE SOUL (KB) <XM> {C}
        Acts as a level 2 Fighting attack. If successful, acts as a level 8
            Intellect Hit. Hit goes on Target Character's Permanent Record.
            Does not count for Venture Total.
      ____________________________________________________________________

    REAVERS
     * CYBERNETIC REBIRTH (LG) <XM> {U}
        Play during battle. In the battle that Reavers are KO'd, Reavers may
            continue to fight and are not discarded until the end of the
            battle.
      ____________________________________________________________________

    REYES
     * TRIAGE (EE) <XM> {C}
        Avoid 1 attack made with a Power card or remove 1 Power card Hit from
            Reyes or teammate.
      ____________________________________________________________________

  * ROGUE: BROTHERHOOD OF EVIL MUTANTS <XM>{C} E: 6   F: 5   S: 3   I: 2   (16)
       ~ May not be Cumulative KO'd with Special cards. ~
      ____________________________________________________________________

  * SABRA  <XM> {U}                            E: 3   F: 7   S: 6   I: 3   (19)
     * BLADEFIRE (HR) <XM> {R} [OPD]
        Acts as a level 9 Energy or Fighting attack.
     * HIGH DURABILITY (EK) <XM> {R} [OPD]
        Sabra may not be Cumulative KO'd for remainder of game.
     * LETHAL AGENT (NW) <XM> {R} [OPD]
        Acts as a level 5 Energy attack. If successful and Target has Hits
            totaling 15 or more, then Target is KO'd regardless of Inherent
            Abilities and other Special cards.
     * MOSSAD (NV) <XM> {U}
        Acts as a level 5 Intellect attack. If successful, Target Character may
            not play Activator cards for remainder of battle.
     * MUTANT MUSCULATURE (AB) <XM> {C}
        Acts as a level 5 Strength attack. May make 1 additional Strength
            attack.
      ____________________________________________________________________

  * SHADOW KING  <XM> {U}                      E: 7   F: 1   S: 1   I: 7   (16)
     * ASTRAL LIFEFORM (HY) <XM> {C}
        Acts as a level 6 Intellect attack. If successful, Target Character
            must discard 2 cards of Opponent's choice. Cards may be Placed or
            in Hand.
     * POSSESS OTHERS (MF) <XM> {R} [OPD]
        Target teammate may play any Shadow King Special cards for remainder of
            game.
     * PSI-SCREEN (LO) <XM> {C}
        Avoid 1 attack made with a Special card. Shadow King may draw 1 card
            from the top of the Draw Pile. Discard duplicates.
     * TELEPATHIC MANIPULATOR (NU) <XM> {C}
        Acts as a level 0 Fighting attack. May only be defended using a Power
            card with a Value of 5 or greater.
     * TWIST DESIRE (KK) <XM> {R} [OPD]
        Play during Battle. Both players move all Mission cards to Reserve
            Missions Pile. Mission cards Ventured this battle are now
            Ventured from Reserve Missions Pile.
      ____________________________________________________________________

    SHI'AR
     * FANG (JW)=>(JZ) <XM> {C}
        Acts as a level 5 Strength attack. Attack may not be defended with a
            Special card.
      ____________________________________________________________________

  * SPIDER-GIRL  <XM> {C}                      E: 4   F: 6   S: 5   I: 3   (18)
       ~ Attacks made with Power cards may not be defended using Activator
             cards. ~
     * CLEVER FIGHTER (LY) <XM> {C}
        Play with any Power card usable by Spider-Girl. For remainder of game,
            Spider-Girl does not have to discard duplicates of chosen Power
            card's Power Type and Value.
     * MAYDAY (FL) <XM> {R} [OPD]
        For remainder of game, cards on Spider-Girl's Hits to Current Battle
            with Strength or Intellect icons do not count towards Opponent's
            Venture Total.
     * SPIDER MOBILITY (AD) <XM> {C}
        Spider-Girl or teammate may avoid 1 attack of 9 or less.
     * WALL WALKER (BJ) <XM> {R} [OPD]
        Teammate may not be attacked for remainder of battle.
     * WEB ACTION (NG) <XM> {U}
        Acts as a level 5 Strength attack. If successful, Target Character
            loses Inherent Ability and is considered to have no Inherent
            Ability for remainder of battle.
      ____________________________________________________________________

    STARJAMMERS
     * MAJESTRIX LILANDRA (KB) <XM> {C}
        Acts as a level 2 Intellect attack. If successful, acts as a level 8
            Intellect Hit. Hit goes on Target Character's Permanent Record.
            Does not count for Venture Total.
      ____________________________________________________________________

  * STORM: BLOODSTORM  <XM> {U}                E: 7   F: 6   S: 5   I: 3   (21)
  * STORM: NEUTRALIZED  <XM> {C}               E: 1   F: 6   S: 4   I: 5   (16)
       ~ May play any "Morlocks" non-One-Per-Deck Special cards. ~
      ____________________________________________________________________

  * SUNFIRE  <XM> {U}                          E: 7   F: 5   S: 4   I: 4   (20)
       ~ May play "Solar Flare" from Reserve. ~
     * ATOMIC FLAME (FJ) <XM> {R} [OPD]
        Acts as a level 9 Energy, Fighting, Strength, or Intellect attack.
            Sunfire may not attack for remainder of battle.
     * IONIZE MATTER (NJ) <XM> {C}
        Acts as a level 4 Energy or Fighting attack. Attack not affected by
            Special cards already in play.
     * NATIONALIST ZEAL (AM) <XM> {C}
        Sunfire is +2 to defense for remainder of battle.
     * RADIATE HEAT (FO) <XM> {R} [OPD]
        Target Character must discard 1 Placed card. If successful, Opponent
            must discard 1 card from Hand for each Hit on Sunfire's Permanent
            Record.
     * SOLAR FLARE (FG) <XM> {C}
        Acts as a level 3 Fighting attack. If not successful, Opponent is -1 to
            Venture.
      ____________________________________________________________________

  * TASKMASTER  <XM> {U}                       E: 3   F: 7   S: 4   I: 5   (19)
       ~ May use Intellect Power cards to avoid any Fighting attack. ~
     * PHOTOGRAPHIC REFLEXES (BQ) <XM> {R} [OPD]
        Play during battle. Taskmaster may exchange this card for any 1 Special
            card in Dead Pile not playable by Taskmaster and play it
            immediately.
     * REPLICA SHIELD (HU) <XM> {C}
        Taskmaster may Place and play Captain America's "Ricochet Shield,"
            "Stars & Stripes," and "Mighty Shield" Special cards for remainder
            of game.
     * SPY CAMERA (FK) <XM> {R} [OPD]
        Look at top 8 cards of Draw Pile and choose any 4 cards. Reshuffle Draw
            Pile. Put four chosen cards on top of Draw Pile.
     * TRAINED LACKEYS (EB) <XM> {C}
        Play during battle. For remainder of battle, any attack made on
            Taskmaster may be moved to Trained Lackeys. Taskmaster's team may
            not defend. Trained Lackeys are KO'd with 1 hit.
     * WEAPONS MASTER (NJ) <XM> {C}
        Acts as a level 4 Fighting or Intellect attack. Attack not affected by
            Special cards already in play.
      ____________________________________________________________________

  * THUNDERBIRD  <XM> {U}                      E: 2   F: 6   S: 7   I: 3   (18)
     * APACHE WARRIOR (NK) <XM> {C}
        Acts as a level 3 Fighting attack. If attack is defended, Thunderbird
            may draw 1 card from top of Draw Pile. Discard duplicates.
     * CELLULAR DENSITY (FH) <XM> {C}
        Acts as a level 2 Strength attack. If successful, remove all Strength
            Power card Hits from Thunderbird and teammate's Permanent Record
            and Hits from Current Battle.
     * KEEN SENSES (LO) <XM> {C}
        Avoid 1 attack with a Fighting icon. Thunderbird may draw 1 card from
            the top of the Draw Pile. Discard duplicates.
     * POWERHOUSE (JW)=>(JZ) <XM> {C}
        Acts as a level 5 Energy attack. Attack may not be defended with a
            Special card.
     * ULTIMATE SACRIFICE (NQ) <XM> {R} [OPD]
        Move any 1 Hit from Teammate to Thunderbird. Repeat until Thunderbird
            is KO'd or all Hits are on Thunderbird. Does not affect Venture
            Total. May be played from Reserve.
      ____________________________________________________________________

  * TYPHOID MARY  <XM> {U}                     E: 5   F: 7   S: 3   I: 2   (17)
       ~ Attacks made with Fighting Power cards may not be moved or shifted
             from Target Character. ~
     * ASSASSINATE (NO) <XM> {C}
        Acts as a level 2 Fighting attack. If successful, attacks made on
            Target Character may not be moved to any of Target's teammates for
            remainder of game. 
     * BLOODY MARY (BL) <XM> {R} [OPD]
        Play when Opponent concedes battle. Opponent may not concede battle.
     * DRESSED TO KILL (HR) <XM> {R} [OPD]
        Acts as a level 9 Fighting or Intellect attack.
     * FRACTURED PERSONALITY (JW)=>(JZ) <XM> {C}
        Acts as a level 5 Intellect attack. Attack may not be defended with a
            Special card.
     * SOCIOPATH (NU) <XM> {C}
        Acts as a level 0 Intellect attack. May only be defended using a Power
            card with a Value of 5 or greater.
      ____________________________________________________________________

  * WOLVERINE: AGE OF APOCALYPSE  <XM> {R}     E: 2   F: 8   S: 4   I: 5   (19)
      ____________________________________________________________________

    X-BABIES
     * LI'L PHOENIX (CC) <XM> {C}
        Acts as a level 7 Any-Power card. May be used to attack or defend. May
            not be combined with Universe cards.
      ____________________________________________________________________

  * X-MAN  <XM> {R}                            E: 8   F: 3   S: 3   I: 3   (17)
     * APOCALYPTIC SURVIVAL (GJ) <XM> {C}
        Acts as a level 4 Energy, Fighting, Strength, or Intellect attack. May
            make 1 additional attack.
     * ILLUSORY REALITY (CW) <XM> {R} [OPD]
        Avoid 1 attack. May not be attacked for remainder of battle.
     * SINISTER CREATION (FF) <XM> {C}
        X-Man's Hits to KO is reduced by 5 points and Energy Power cards are +3
            for remainder of battle.
     * STREET PROPHET (EE) <XM> {U}
        Avoid 1 attack made with a Power card or remove 1 Power card Hit from
            X-Man or teammate.
     * ULTIMATE POTENTIAL (MC) <XM> {R} [OPD]
        Acts as a level 11 Energy, Fighting, or Strength attack. X-Man's team
            may not attack for remainder of battle.
      ____________________________________________________________________

  * X-MEN: ORIGINAL TEAM  <XM> {U}             E: 7   F: 2   S: 4   I: 5   (18)
       ~ May play any "Professor X" One-Per-Deck Special cards. ~
     * ANGEL (AD) <XM> {C}
        Teammate may avoid 1 attack.
     * BEAST (NV) <XM> {U}
        Acts as a level 5 Strength attack. If successful, Target Character may
            not play Activator cards for remainder of battle.
     * CYCLOPS (MA) <XM> {C}
        Acts as a level 5 Energy or Fighting attack. May not be defended by a
            card from a Battlesite.
     * ICEMAN (FG) <XM> {C}
        Acts as a level 3 Strength attack. If not successful, Opponent is -1 to
            Venture.
     * MARVEL GIRL (EN) <XM> {R} [OPD]
        Play on your turn to concede battle. X-Men: Original Team's Mission
            cards return to pile Ventured from. Opponent's Mission cards
            advance as normal.
      ____________________________________________________________________

  * XAOS  <XM> {U}                             E: 7   F: 4   S: 4   I: 1   (16)
       ~ Draw 1 card when Xaos' teammate is KO'd. ~
     * AUTISTIC WITHDRAWAL (HK) <XM> {C}
        Target Character must make as many attacks as possible. Xaos' team may
            defend.
     * CHAOS BURST (NI) <XM> {U}
        Acts as a level 5 Strength attack. If successful, Opponent must discard
            all Activator cards from Hand.
     * THE EVIL EYE (AN) <XM> {C}
        Acts as a level 4 Energy, Fighting, or Strength attack. May be used
            against Character in Reserve, who may defend.
     * FRACTAL PLASMA (AB) <XM> {C}
        Acts as a level 5 Energy attack. May make 1 additional Energy attack.
     * PROTECTIVE INSTINCT (AD) <XM> {C}
        Xaos or teammate may avoid 1 attack of 9 or less.
_______________________________________________________________________________

L O C A T I O N   C A R D S   A N D   A S P E C T   C A R D S

    ANY HOMEBASE
     * A-NEXT (C2) <XM> {R} [OPD]
        Acts as a level 4 Strength attack. Any Front Line Character may make 1
            additional attack.

    AGE OF APOCALYPSE
     * HISTORICAL TWIST (B4) <XM> {R} [OPD]
        Age of Apocalypse's team may rearrange all Hits in the Permanent
            Records of all Front Line Characters.

    ASTEROID "M"
     * ORBITAL HIDEOUT (C1) <XM> {U} [OPD]
        For remainder of game, Asteroid "M"'s team may draw 1 card from top of
            Draw Pile immediately after blocking an attack using a Fighting
            Power card. Discard if duplicate.

    AVALON
     * MUTANT REFUGE (B6) <XM> {R} [OPD]
        For remainder of game, both players must draw 1 card from top of Draw
            Pile for each Activator card played by Opponent. Draw card before
            resolving Opponent's action. Discard duplicates.

  * CAPE CITADEL  <XM> {U}
     CRUX, GREY KING, LANDSLIDE, MERCURY, RAPTURE, XAOS
       ~ During discard phase, after discarding 1 or more duplicate or unusable
             cards, sort through Power Pack and draw any 1 card. May not be
             duplicate. ~
     * THE BENASSI ROCKET (A6) <XM> {R} [OPD]
        Acts as a level 7 Any-Power attack. If successful, Opponent must 
            discard all Special cards and Activator cards in Hand.

    THE DANGER ROOM
     * HOLOGRAPHIC ATTACKERS (A3) <XM> {R} [OPD]
        For remainder of game, The Danger Room team's attacks made with Power
            cards may not be defended by Opponent's team's Special cards
            already in play.

    DEPARTMENT H
     * SECRET DIRECTIVE (A2) <XM> {U} [OPD]
        Department H's team's successful Hits made with Power cards are +1 to
            Venture total for remainder of game.

    FALL'S EDGE COMPOUND
     * QUARANTINE (A9) <XM> {C}
        Acts as a level 6 Energy attack. If successful, Target Character must
            discard all Placed cards and move into Reserve for remainder of
            battle.

  * KRAKOA  <XM> {C}
     SUNFIRE, THUNDERBIRD, ANGEL, POLARIS, COLOSSUS, WOLVERINE
       ~ Krakoa Team's Energy Power cards are +1 to attack. ~
     * THE LIVING ISLAND (B9) <XM> {C}
        Attack made on any of Krakoa's Front Line Characters is now made on
            Krakoa. Krakoa may not defend or be KO'd. Hit counts toward Venture
            Total.

  * LANDAU, LUCKMAN, & LAKE  <XM> {C}
     WOLVERINE, DEADPOOL, VENOM, EXPEDITER, PSYLOCKE, CAPTAIN AMERICA 
       ~ Landau, Luckman, & Lake Team's MultiPower Power cards are +1 to
             attack. ~
     * WARP CHAMBER (B1) <XM> {R} [OPD]
        Remove all Hits from any of Landau, Luckman, & Lake's Front Line
            Character's Permanent Record and Current Battle, and switch places
            with the Landau, Luckman, & Lake's Reserve.

    MADRIPOOR
     * UNDERWORLD CENTER (B3) <XM> {C}
        Play during battle on any of Madripoor's Front Line Characters. At end
            of battle, no Hits are added to Character's Permanent Record.
            Discard at end of battle. Does not affect Venture total.

    MARVEL MANHATTAN
     * EXCELSIOR! (A1) <XM> {C}
        Each player is -3 to Venture Total for each Special card in play at the
            end of battle.

    MARVEL UNIVERSE
     * EXCELSIOR! (A1) <XM> {C}
        Each player is -3 to Venture Total for each Special card in play at the
            end of battle.

    MOJOWORLD
     * TV DIMENSION (B2) <XM> {U} [OPD]
        For remainder of game, Mojoworld's team may draw 1 card from top of
            Draw Pile immediately after playing any Basic Universe card.
            Discard if duplicate.

    MORLOCK TUNNELS
     * HIDDEN WORLD (B5) <XM> {U} [OPD]
        Morlock Tunnels' team may play numerical attacks face down for
            remainder of battle. Opponent must guess defense.

    MUIR ISLAND
     * GENETIC RESEARCH (C1) <XM> {U} [OPD]
        For remainder of game, Muir Island's team may draw 1 card from top of
            Draw Pile immediately after blocking an attack using an Intellect
            Power card. Discard if duplicate.

    ONSLAUGHT'S CITADEL
     * ELECTROMAGNETIC PULSE (A7) <XM> {C}
        Add 4 to Onslaught's Citadel's team's Venture Total, or Opponent is -4
            to Venture Total for this battle.

    THE OUTBACK
     * PIRATE TECHNOLOGY (A5) <XM> {U} [OPD]
        The Outback's team's Basic Universe cards used to attack count toward
            Damage and Venture Total for remainder of game.

  * PRINCESS BAR <XM> {C}
     WOLVERINE, SHADOWCAT, SABRETOOTH, THE HAND, SILVER SAMURAI, VIPER
       ~ Princess Bar Team's Energy Power cards are +2 to defense. ~
     * IDENTITY SWAP (B7) <XM> {C}
        Switch entire Permanent Record of any of The Princess Bar's Front Line
            Characters with Permanent Record of any Front Line teammate.

    "SHIP"
     * CELESTIAL ORIGIN (A4) <XM> {U} [OPD]
        For remainder of game, "Ship"'s team may use Intellect Power cards to
            remove 1 Hit from the Permanent Record of any Front Line
            Character.

    WUNDAGORE MOUNTAIN
     * THE KNIGHTS OF WUNDAGORE (A8) <XM> {C}
        Acts as a level 7 Any-Power card. May be used to attack or defend. May
            not be combined with Universe cards.

    X-MANSION
     * MUTANT SCHOOLING (B2) <XM> {U} [OPD]
        For remainder of game, X-Mansion's team may draw 1 card from top of
            Draw Pile immediately after playing any Tactic: Doubleshot cards.
            Discard if duplicate.

  * X-WORLD  <XM> {U}
     HAVOK, GOBLYN QUEEN, ICEMAN, BEAST, ANGEL, STORM
       ~ X-World's Power card attacks are not affected by Special cards already
             in play. ~
     * PARALLEL DIMENSION (B8) <XM> {U} [OPD]
        Play during battle to exchange any of X-World's Front Line Characters
            with KO'd teammate. Discard all Hits to Permanent Record and Placed
            cards.
_______________________________________________________________________________

U N I V E R S E   C A R D S

ALLY

  * 6A 1E  <XM> {C}  Lila Cheney
  * 6A 1F  <XM> {C}  Amos "Fred" Duncan
  * 6A 1S  <XM> {C}  Chief Authier
  * 6A 1I  <XM> {C}  Trish Tilby
_______________________________________________________________________________

T A C T I C   C A R D S

ARTIFACT

  * 6E 5A  IMAGE INDUCER  <XM> {C}
     Teammate may discard 2 cards from top of Draw Pile to Dead Pile to move
       any attack made on any Front Line Character onto Character with Image
       Inducer. Character may defend.

  * 6S 6E  M'KRANN FRAGMENT  <XM> {R} [OPD]
     Teammate may discard 2 cards from top of Draw Pile to Dead Pile after
       Placing Phase, before Venture Phase, each battle to Venture 3 Mission
       cards with no penalty that battle.

  * 6I 6F  ADAMANTIUM  <XM> {U}
     Teammate may attack the Reserve with Power cards for remainder of game.

  * 6I 5I  THE SIEGE PERILOUS  <XM> {U}
     Teammate may discard 3 cards from top of Draw Pile to Dead Pile after Draw
       Phase, before Events are played, each battle to remove any Hit from
       Permanent Record.
_______________________________________________________________________________

O T H E R   X - M E N   O V E R P O W E R   C O L L E C T I B L E   I T E M S

  * BOOSTER DISPLAY BOX
     * X-MEN OVERPOWER Expansion ( 36 packs, 15 cards each )  <XM>
_______________________________________________________________________________

C H E C K L I S T   C O D E   K E Y

(XX)   Special card two-letter codes (reference: OverPower Specials Guide)
=>     Actual => correction or official errata
~ ~    Inherent Ability text
<XM>   X-Men Marvel expansion
{C}    Common rarity level within same expansion
{U}    Uncommon rarity level within same expansion
{R}    Rare rarity level within same expansion
{VR}   Very Rare rarity level within same expansion
{X}    Unspecified rarity level
[OPD]  One Per Deck designation