Excalibur and their friends and allies on the “John Carter from Mars” world are engaged in a wild party.
One member of the audience interrupts the hooded narrator to protest. That’s not where her story had ended before; something is missing. The narrator explains that she wants to set the stage for those who have come late. She briefly recounts how Excalibur had ended up on a parallel Earth that had fallen prey to an invader that was feeding on the primal lifeforce of people and planet. All seemed lost until Nightcrawler had an idea and threw Phoenix into the creature’s maw.
Phoenix’s power tore the monster apart. While the heroes are recovering, Rachel angrily announces Kurt might at least have warned her. Kurt apologizes but there wasn’t enough time.
After the victory followed a celebration. It was as though some terrible miasma had been lifted from the land and people were in a celebratory mood. Alistaire Stuart, dressed above waist in his shirt, tie and jacket, dressed below in a barbarian loincloth, is doing a Scottish dance. The two Lockheeds are vying for Kitty’s affections, while Kymri is flirting with Captain Britain, much to Brian’s surprise and Meggan’s chagrin. Only Rachel stands alone, apart of the team, the reason for them coming together, but ever apart from it.
Meggan finally joins her outside on the flying fortress’ balcony, asking what she is doing. Ray replies that she is enjoying the silence. Meggan doesn’t understand; it’s a madhouse in there. Rachel explains that she is talking about a different kind of silence. Her telepathy hasn’t returned. She has never known such quiet. Meggan wonders if their powers shouldn’t have returned with the death of that disgusting creature. Rachel replies that taking that critter out apparently took all she had and she is in no hurry to get it back. She leaves in a skysled, explaining she needs some time alone. Meggan calls after her that if something happens to her they are stuck.
The narrator explains a bit more about Rachel and her importance. For starters, she calls herself Phoenix because she is the Phoenix. Members of the audience gasp.
(flashback to Rachel’s past)
Rachel’s mother is Jean Grey, the first human to bond with that ultimate primal force, only tragically to be overwhelmed by it and be transformed into Dark Phoenix. Rachel was from into a future era where mutants were outlawed and she herself forced to become a hound, using her telepathy to hunt them down. She managed to escape down the timestream.
In a desperate attempt to save Earth’s future by changing its past, she first contacted and later joined the premier team of mutant heroes, the X-Men. And after they were killed, to keep the dream alive, she banded together with other heroes to form Excalibur.
Rachel sees this planet as a place to start anew to give herself the chance to live as an ordinary girl.
Weeks later she is working in the service of an alternate middle-aged Jean Grey, who seems to be owner of a farm. One night, Jean more or less forces Rachel to get dressed up and join her at the Saturday night shindig. However, on their way there they find the village burned down by slavers. The slavers’ hounds attack and kill Jean before Rachel’s eyes. Seeing her “mother” die again causes Rachel to go into a fugue state.
She awakes on the slaver’s ship, the slaver being a purple, pot-bellied creature. The slaver draws Rachel closer, offering her a favored place among his hounds if she has the spirit. Rachel proves her spirit by kicking him in the stomach. The slaver sends the Hounds after her.
From outside, the other slavers are listening to the noise figuring the Captain is having some fun with his new toy. Moments later, the hounds are thrown out, followed by their unconscious master. Mad as hell, Rachel, brandishing two swords, asks who is the next to join them.
On the far side of the world, the Slavers’ high council is meeting. They are unhappy with the mood of liberty and justice that is sweeping across the land, even among their own. They blame Excalibur, who are planning to hold a great tourney to select a champion to defend the weak and stand up for their rights. One slaver named Nigel suggests dealing with them. They decide to put forth their own candidate and make sure he wins. One slaver reveals that has already taken the opportunity to infiltrate the tourney with an assassin.
Elsewhere, Excalibur has been busy. They have returned to their train and have planned for this to be the site of the great tourney. Of course, their grand scheme, which had seemed a much better idea during the party, to give the world a hero is not quite working out yet.
Kitty is putting up solar panels to get some electricity, all the while jealously watching Kymri, who is flirting with Alistaire. Nightcrawler is in his element flirting with the ladies, while an embarrassed Captain Britain admits to the crowd that he has no idea whether this is the proper thing to do. They are just sort of making things up as they go along. He feels like such a pompous twit, he exclaims to Meggan, who helpfully replies it’s what he does best. Britain turns back to the crowd, stating that they hope fate will sort of reach out and grab the lucky devil by the throat, same as she did with him. Failing that, may the best entity win.
The tourney opens with a test of strength. Lockheed (not Kitty’s dragon but the selectman of the democratic Dracic Confederacy) leads off the contestants. He hefts the biggest boulder with ease, but as he tosses it he stumbles as a frog jumped across his way. The crowd scatters, all but a masked woman dressed in a skimpy leather outfit. She raises her sword and cuts the rocks into two halves. Kymri congratulates her on her entrance and Lockheed suspiciously asks why she is masked. The mystery warrior who appears to have quite a chip on her shoulder announces that she wishes her life to remain private.
While nobody is comfortable with the stranger’s rationale, the tourney is open to everyone. That settled, the games begin in earnest. Tests of speed, feats of strength, martial arts, and “intellectual” challenges, some more ridiculous than the others, each game, every participant evaluated by the Excalibur quartet, with varying degrees of enthusiasm. Nightcrawler is immensely entertained, Meggan earnestly watches, Captain Britain clearly wishes he were anywhere but there and Kitty, while stroking Lockheed, is studying the mystery warrior, who, along with Kymri and Lockheed, is leading the contest. Kitty isn’t fooled. She knows those moves because they are hers. The stranger is Rachel and she learned them from watching Kitty. Question is, why is Rachel disguising herself and how long should she let her get away with it?
Nightfall brings another form of combat. Instead of feats of strength, it is who can drink whom into oblivion. And wherever the mood is most joyous, there you’d find Meggan.
Captain Britain admires a dancing Meggan and later tells her that she is magnificent. He has never seen her more lovely. Meggan explains that she is but a reflection of this world. All its beauty and passion and life, so long enchained desperately yearning for release through her. She passionately kisses him.
Inside her train, Kitty back in her costume again tries to figure out the mystery that is Widget. Why can’t she feed him with solar energy? Professor Stuart, dressed in a local loincloth and apparently embarrassed, asks if she has made any progress. Kymri insisted on his outfit, he explains. He observes that Widget seems to resonate to magic. The more intense the eldritch energy field, the more sensitive his systems become. But in a world like this, where there is none to speak of, he shuts down. Kitty agrees that he needs something more. Phoenix perhaps, Stuart suggests. He continues wanting to point out something about the fact that Rachel shouldn’t have lost her powers, seeing as how it seems to emanate from a celestial source but that moment Kymri playfully drags him outside. Kitty wishes him a nice time, though secretly she is still jealous.
Kitty’s thoughts turn to Rachel. Her powers should have returned at least. But do they have the right to ask her to become Phoenix again? Maybe the universe is better off without her?
Later at night, Alistaire and Kymri’s tryst is interrupted by a strange noise from outside. They investigate outside and come to Excalibur’s train to find a grief-struck Lockheed (the big one) cradling Kitty’s corpse. She, Nightcrawler and the other Lockheed are apparently dead, due to some weapon that caused cellular disruption.
Kymri orders the others to sound the alarm. They find two combatants waging it out at one of the fires next to what appears to be a dead Captain Britain. It’s a four-armed, red warrior and the mystery masked woman. The four-armed warrior claims that he was to late to save the Captain from the backstabbing witch, but would not let her escape.
Mad with grief, Lockheed intends to join him in battle and wildly attacks the woman, who protests that she is not the assassin. Lockheed doesn’t believe somebody who hides her face but Alistaire recognizes Rachel’s silhouette against the flames. He tells Lockheed to stop.
Meggan realizes the implications, but too late, as the real assassin stabs Alistaire in the back. He then grabs Meggan as a hostage and tells Kymri, Rachel and Lockheed to back off. They drop their weapons. He offers a trade but the heroes realize that he intends to kill Meggan anyway and presumably them as well. Kymri decides that she and Lockheed will divert him while Rachel takes him out. They attack and are both taken down by his guns, while Rachel tosses a sword right into his skull.
For all the good it does, she figures. All her friends, save Meggan, are dead. Megan protests, as she begins channeling the world’s life energy. She explains to Rachel that she can save them and that this life force lies in her, but it needs Phoenix’s celestial spark to set it alight. Rachel replies that some things may better be left alone. Can she live with the knowledge that she could save her friends and this world and denied them, Meggan asks. Rachel points out that she has no idea what the power of Phoenix can do. Meggan tells her that she is denying her responsibility and seeking solace in pretense. She must deal with her fears by confronting them. It is her choice. Rachel consider what to do…
The narrator stops over her audience’s protests. Time’s up, she explains. She has a train to catch. How did it end, they ask. The only way it could, happily ever after! the narrator shouts, and reveals herself as Kitty.
Rachel accepted Meggan’s challenge and used her power which she had possesses all along, subconsciously denying its use, to jump-start the energy of the world-spirit, releasing it back into both world and people, in the process healing all. Lockheed and Kymri jointly took over the mantle of champion and after another party Excalibur left, which brings them to the end. Kitty waves good-bye.
Nightcrawler remarks that this was hardly the end as they walk towards the train. But the end of that story and that’s all that mattered to the audience. Now they have to move on to find their world. Kurt compliments her on how she has grown up as they enter the train and join the others. Phoenix begins to power up Widget when Kitty shouts at her to stop. It is too late, as the teleportation begins, right after Kitty has seen that outside the train were Professor Xavier and the Starjammers.