Wolverine has been taken to a sickbay. Although he starts to heal, he is barely conscious and can not tell much about his attackers. Xavier and Nightcrawler calm him that the team will battle for Phoenix’s life. They leave the room and the professor shows some concern, since he had troubles reading Logan’s thoughts. They are fragmented and impossible to decipher.
After they have left, Nocturne phases out of Logan’s body and returns to the Exiles‘ quarters, where in conversation with Blink she sums up her powers. Nocturne can stay inside other’s bodies for a lunar cycle (ca. 12 hours), leaving her victims comatose for nearly 24 hours, also she can release small burst of energy from the dimension that Nightcrawler teleports through. T.J. dubbed this power hexbolts, after her mother, the Scarlet Witch. Mimic is recovering fast from his battle against Logan, and the team once more discusses strategies for their imminent battle against the X-Men.
The next day, the combabtants are beamed down to the Blue Area of the Moon. Among the Exiles are the remaining Imperial Guard members Oracle, Manta and Hussar, and the two battle observers from the Kree and the Skrull Empire. Thunderbird at first knocks out the two observers not wanting them to disturb their mission. Then the teams split up and the Exiles can predict the X-Men’s actions with knowledge about how events happened in their own timelines.
Blink, Morph, Sunfire, Manta and Oracle intercept the first half of the X-Men, namely Cyclops, Phoenix, Angel and the Beast. They attack the X-Men by surprise and Beast is rendered unconscious.
Mimic, Thunderbird, Nocturne and Hussar ambush the rest of the X-men : Storm, Colossus and Nightcrawler. Originally (in UXM #137) Nightcrawler and Beast were reversed, it seems that Wolverine’s absence changed the way the X-Men split into teams. Mimic offers to battle Nightcrawler, but Nocturne decides that this will be her task. She predicts correct that Kurt will teleport various times with his attacker to stun her, but T.J. is used to her father’s power and takes him out with one of her hex-bolts instead. Meanwhile Hussar uses her whip on Storm whilst Thunderbird and Mimic together defeat Colossus.
Sensing her teammates defeated one by one, Phoenix despairs and transforms into Dark Phoenix, killing Cyclops in the process. With her lover gone, Jean completely succumbs to the dark side. The Exiles helplessly watch as Storm tries to reason with her former friend only to get blasted out of the sky. Mimic gets airborne and starts to fight Dark Phoenix by copying her own powers. As his body mimics her energies, his wings dematerialize. Yet he does not seem to be a match for Dark Phoenix, as he can only reach half her power level, she even makes fun of him, accessing his memories and fantasies of being in love with Jean Grey.
Below, Morph and Thunderbird watch, unable to do anything. Suddenly Wolverine arrives and threatens to pop his claws into Morph’s head, demanding to know what’s going on. Sunfire arrives and takes off her mask. Seeing Mariko, Logan listens as the team explains that they are from alternate realities and that their purpose is to correct time – which in this case means killing Phoenix. The Angel comes around and Logan asks him to lift him into the air, while the Exiles keep Phoenix busy. Still she is too powerful and tosses the team around. She realizes that Angel and Logan are flying towards her, but in the last instant, Blink throws one of her teleportation arrows and Logan and Warren arrive behind Phoenix with the claws stabbing her in the back. It’s enough to kill Phoenix, who upon dying releases all her energy killing Logan and Warren in the backlash.
Having accomplished their mission, though at the death of most of the X-Men, the Tallus powers up and teleports the Exiles to their next mission.