What started as a boring romance drama (Um... What about Gambit, Rogue?) eventually turned into a lovecraftian body horror episode, to my delightful surprise.

That these aliens had been planning for decades to invade (though it's suspicious that there's only one group, and not a lot of them) it made the aliens a bit more interesting. Plus how they convert people, and how powerful they are and that they can't be reached through telepathy. You hear the disgusting sounds of the x-men's bodies physically changing to their alien form. The way the x-men react to this change is interesting, and we see their horror at what is happening to them.

Rogue is such a sweetheart. Feel sorry for her.

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