Released January 1999, was the second set made by Marvel and the last OverPower set that would ever be released. Due to a list count known and credited there have been less than 5000 boxes produced. It introduced aspects designed to make locations more useful with the innovative concept of homebases and deck building. X-Men Overpower cards were cut incorrectly inadvertently being slightly larger than the other cards, which made decks mixing X-Men overpower sets easier to remember which cards are in what order! Cards had to be put into sleeves to protect the integrity of the card.