The Starjammer floats inside the orbit of Pluto, while its crew and the X-Men do their best to effect repairs as fast as possible.
How much longer? Cyclops, outside in a spacesuit, asks his father Corsair who reminds him that the job has to be done right. In space, there is no margin for error. They are working as fast as they can.
Normally, this job would be done by the ship’s robots under the direction of the ship computer Waldo, but to save time the X-Men are lending a hand. Colossus in his super-strong armored form peels back hunks of hull plating, while Wolverine, exuding Adamantium claws from their housing in his forearms, cuts the wreckage free. Then Raza uses a magna beam to shunt the debris through an access hatch to the ship’s converter, where it will be recycled for future use.
Colossus admits he has never seen so many stars. It’s a glorious sight. Wolverine tells him to enjoy it. He’s probably one of the first people, certainly the first Russian, to see the Milky Way from that angle. Colossus marvels that here is life out there. To know humanity is not alone in the universe! Wolverine reminds him that if they aren’t lucky humanity may soon be dead. Peter hasn’t forgotten. Nor has he forgotten how close he came to death. That he has escaped death allowed him to appreciate this wonder all the more. He’s a poet, Wolverine jokes. He wishes he was, Peter sighs.
As he strains to shift another section, there is suddenly an explosion beneath it, hurtling Wolverine away from the ship’s hull and into space. Wolverine’s suit is not damaged, but he finds his backpack thrusters have ignited. He can’t shut them down. They are shooting him away from the ship. No fear, Apeling, Hepzibah calls out and jumps after him.
Colossus tries to get up and finds he cannot. He passes out.
Hepzibah orders Wolverine to relax. She somersaults and throws Wolverine at Raza, who catches him while Cyclops fires his beam at piece of debris in such a way to shove Hepzibah back to the Starjammer as well.
Ch’od interrupts the joking mood, pointing out Colossus fainted.
In the infirmary, they find that he is bleeding again. Sikorsky makes a disgusted noise as he scans Peter. Internal bleeding. Surgery is required. He asks for Storm’s assistance and for the others to leave. Xavier offers assistance, Sikorsky appreciates it but point out his psi-skills are needed elsewhere. He will keep them appraised of Colossus’s condition.
Wolverine refuses to leave, so Siskorsky literally throws him out. Cyclops and Xavier try to calm Wolverine, who admits that the waiting is driving him nuts. They’re not doing Petey or the Earth any good, just sitting on their duffs.
The ship computer, Waldo, appears to them via hologram, informing them their presence is required on the bridge where Lilandra is waiting for them. Lilandra explains that she used the imperial comlink and her private code to reach Chancellor Araki and assure him she was well, so he’d call off the punitive strike against Earth. Contact was established, Araki acknowledged her initial transmission. But now he won’t answer. She’s been calling for minutes without reply. She fears something may have happened.
Across the solar system, in a cabin on the flagship of the Shi’ar task force orbiting Earth:
Lilandra’s transmission is no longer heard by the slain Araki, but by his murderer Admiral Lord Samedar, who remarks that slaying a friend is always distasteful. He contacts the command deck, to summon the battle staff. As soon as the stated deadline has expired, they will execute Chancellor Araki’s orders and obliterate the Earth.
On the Starjammer Lilandra informs the others that contact has been broken. And now the imperial subspace frequencies are being jammed. She cannot reach any ship in the taskforce.
Cyclops asks Corsair if there isn’t anything they can do. Once they are finished, they can reach local Earth space in seconds, comes the reply, but until then they are immobilized. What about a telepathic mindlink with Nightcrawler and Kitty? Cyclops asks Xavier. Xavier recalls that Magneto’s alteration of the terrestrial magnetic field prevented him from employing long-range psionic communication with his X-Men on Earth, but in space that obstacle doesn’t exist. It’s worth a try.
So telepathically he reaches out across half a star system to the two X-Men being held hostage aboard the Shi’ar flagship. The effort is considerable, requiring his total concentration. In the process, Xavier senses an anomaly within himself, something alien, unknown and so profoundly disturbing that he interrupts the mindlink to probe it. That proves to be a mistake. He shouts in pain and horror and becomes catatonic, leaving the others to wonder what happened.
Meanwhile, on the damaged Broodship, Deathbird is handled roughly by her erstwhile allies who are furious because of the X-Men and Starjammers’ escape and the damage they caused.
Angrily, she slaps them with her wings, announcing that she is of the Aerie, the Royal Nest of Shi’ar. She is firstborn wingleader of the dawnflight. The Brood hold her – defy her – at their peril. She threatens the Ship’s clanmaster directly with her javelin. He retorts that she cannot slay them all. Perhaps, but he will not live to see her fall, she shoots back. He suggests a truce.
Angrily, she asks why his warriors attacked her. They were sworn allies. With all respect, he scoffs, she could not have done them more harm, had she been their deadliest foe! She pledged that their association would prove mutually beneficial, instead, thanks to her, his vessel is near-crippled, he has suffered innumerable casualties among warriors and breeders and her revolt against her sister Lilandra seems in imminent danger of collapse. The Brood back winners.
Then she has nothing to fear, Deatbird boasts and shows him a computer module containing genetic scans of Xavier and his pupils taken during their fight on Earth and aboard the Brood clanship. The Brood is amazed by those genetic readings. As Breeders they would serve the “mother of them all” herself. They must have the X-Men at any cost! He suggests they can still use her and announces they’ll continue their partnership. Deathbird is aware that the Brood mean to kill her or worse, but is sure she will prove to be the ultimate victor between them.
In the meantime, on the Shi’ar flagship orbiting Earth, Nightcrawler asks Kitty why she has made herself another costume. She will soon wear the poor machine out. Kitty replies she hasn’t been playing. She’s been using the costumer to tap into the ship’s prime computer. Angrily, she asks how he can sit so calmly. They saw a videotape of Colossus being killed! The professor’s mind call was broken off in mid-sentence. And now they are unable to contact Chancellor Araki to tell him what the professor told them, that Lilandra is okay. They’ve got to do something!
He is doing something, he retorts, showing her the tiny device he was working on. Kurt explains that with the data Kitty swiped from the ship’s computers he’s been able to fix a portable computer and --
Suddenly, an alarm sounds as the ship is being called to battle stations. The deadline must be up, they realize. The Shi’ar are going to destroy Earth. Not if they can help it, the two X-Men grimly vow. Kitty quickly programs the costumer to create a new outfit – an insulated suit that covers Kitty from head to toe.
Kurt wishes her good luck. Kitty takes a deep breath and phases outside into space – the Shi’ar didn’t consider insulating the outside walls against their powers. For a moment, she stands on the hull and takes in the view of Earth from space. She reaches the emergency airlock and phases back inside. Luckily, it is as deserted as is the corridor leading to it.
Kitty is on her way to their cell to release Kurt when she sees several Shi’ars guard gathering in front of the cell. From the way they talk, she realizes they are assassins meant to murder her and Kurt.
She phases through them as they open the door and warns Kurt. As their combat armors play havoc on them, Kurt uses the opportunity, teleports out of the way and takes out the assassins. Men of steel, jaws of glass, his kind of foe, he jokes. At least now they know the admiral’s intentions. Is she okay? he asks the shocked Kitty.
Kurt takes a hand-blaster and hands Kitty the mini-version of the costumer he built, programmed with the designs they agreed on. Kitty is doubtful about the plan, but nevertheless they’ll have to try. They run towards Araki’s room, only to find Lilandra’s trusted Chancellor dead – murdered. Kitty is horrified and Kurt gently draws her away.
They discuss how to stop the fleet. Kurt suggests the Imperial Guard. They are loyal to Lilandra and convincing them should be simple. They just allow their telepath Oracle to read Xavier’s message in their minds. How do they know they are loyal? Kitty asks fearfully. In truth they don’t, Kurt admits. But they have nobody else to turn to.
At that moment on the bridge, Admiral Samedar is getting ready to have the ship attack Earth. The Captain protests. It was his understanding that they were to locate the empress, then effect her release with the Imperial Guard, not engage in a punitive strike. That understanding is incorrect, Samedar retorts. The Captain asks if Chancellor Araki shouldn’t be present. Samedar informs him Araki is indisposed and reminds the Captain that he commands this operation.
But before the fateful command can be given Nightcrawler’s teleportation effect causes what seems to be a series of explosions. In a barrage of smoke, Dark Phoenix suddenly stands before the Shi’ar, announcing that a Phoenix dies only to be reborn! Terra is her home. They threaten it at their own peril and shall not be warned again.
With that, she disappears in a blinding flash of smoke, giggling as she slips ghostlike through half a dozen decks. In her wake, she leaves a crew of stunned, disbelieving terrified imperials.
Gladiator orders Oracle to scan the ship and space around them for the entity. If it truly was Phoenix, what can they do? the panicked telepath asks. Gladiator doesn’t know. If she is reborn, they may all be as good as dead. Suddenly, Oracle disappears behind him, courtesy of Nightcrawler.
Oracle’s confusion turns to panic, when Kitty still in her Dark Phoenix guise phases into the room. Oracle tries to run, but Kitty tackles her and throws her down. She explains who she is and asks Oracle to help them. Empress Lilandra is alive and well!
Oracle doesn’t believe her at first. She is supposed to take the word of a child desperate to save her world? Kitty suggests Oracle scan her mind for the truth. She has nothing to hide. After a moment’s wary hesitation, Oracle does as she is bid, scanning both Kitty and Kurt. A moment after that, she orders her comrades, Starbolt and Gladiator, both on the bridge, to her side.
They and a third guardsman, N’rill’iree, are quickly informed of matters. Starbolt still isn’t convinced. Gladiator admits that this would explain the admiral’s recent unusual behavior. Oracle plays the voice of reason, suggesting they postpone the bombardment of Earth long enough to establish contact with the Starjammer and the Majestrix. Whatever they decide, they best do it quick. She is scanning the command deck. They are preparing once more to attack.
Gladiator still muses if Samedar is a traitor. He is an ambitious man if he has gone bad, they have a problem. For he is accompanied by a contingent of Imperial Guard, borderers whose loyalty may be to him rather than the empire.
There is no “may” about it, the voice of the admiral suddenly announces as his image appears on the holo-field. Samedar explains he had en eye-spy following the Guardsmen when they slipped away. A new order is about to be embraced by the Shi’ar, he announces. And, of necessity, those who have no place in it, will be eliminated!
As if on cue, the Guardsmen WarStar tear apart a wall of their room, followed by quite a large contingent of Imperial Guard members, among them Fang and Hussar.
N’rill’iree shouts they will prevail which Hussar calls a hollow boast. That remains to be seen! Gladiator shouts and cripples WarStar with one blow while Starbolt rakes the chamber with the ultra-energy beams that are his namesake.
In the blink of an eye, the room dissolves into absolute chaos. Trying to kayo Fang, Kurt orders Kitty (now wearing a Robin Hood costume) to leave the battle. To save Earth, she is supposed to take out the ship’s central core. That moment, Starbolt warns Kitty that the Webwing is about to attack her. Kitty phases away from the attack. Falling through the ship’s floors, she shouts: “Eat your heart out, Doug Wenning.” She runs as fast as she can, hoping she will be in time to save Earth.
Behind Kitty, the battle rages on and despite the considerable odds against them, Nightcrawler and his allies not only hold their own, they begin to turn the tide.
A state of affairs which does not sit well with a certain renegade admiral. Must he do everything himself? he swears and presses a button. A light flashes and the combatants feel a moment of exquisite agony as the Brood weapon mated secretly to B’nee, the small part of the WarStar symbiote, detonates. Then, of course, they feel nothing.
Meanwhile, Kitty has reached the central core, phasing through certain circuits, to cause havoc on the bridge. She tries to be careful, not wanting to damage any life support systems. So intent is Kitty on her work that she fails to notice a hidden defensive weapon swinging her way. She’s in phasing mode, confident that will protect her from harm. She is wrong.
She awakes Samedar’s prisoner, as are the others. Samedar boasts that they and Captain K’r’k, who also opposed him will witness the moment of his triumph, then be dealt with. Samedar orders the main batteries to fire.
At the speed of light, a bolt of antimatter plasma erupts towards San Francisco, but at a far faster speed than that of light, skidding out of warp space, the Starjammer intercepts the beam.
Simultaneously, Lilandra’s holographic image appears on the command deck of every ship in the fleet. She assures the Shi’ar of her well being and orders hostile actions against Earth to cease. She asks Gladiator why this attack was begun and where Araki is. Gladiator brings her up to speed and she orders Samedar’s arrest and the release of the X-Men and the loyal Guard members, as well as the withdrawal of the fleet.
Aboard the Starjammer, Lilandra, Cyclops and Corsair discuss Deathbird’s conspiracy which is far more far reaching than they thought… and her mysterious allies, the Brood. Corsair adds that he fears compared to them Deathbird’s threat may be negligible.
Colossus and Storm join them. Colossus is better but for Xavier things look grim. While physically he is unharmed, his brain may have been completely destroyed. He may well have become a mindless vegetable…