Rogue and Ms. Marvel are fighting on the Golden gate Bridge. Carol had just retired from superheroing, but Rogue had tracked her down and wanted to kill her. During the fight Rogue uses her absorption power and touches Carol’s face with her hand. Something goes wrong, as the transfer is permanent. Confused and frightened, Rogue throws Carol off the bridge, hoping that if she died, Carol‘s voice in her head would be quiet.
Rogue is brooding all alone on the San Francisco's Golden Gate bridge. She is unable to make the difference between her memories and Carol's : when she eats an ice-cream, if she likes some guy, listens to some music, she never knows if it is her of Carol who reacts to it. In a way, Rogue of the Brotherhood of Evil Mutants died alongside Carol. Both of their former lifes came to an end, and they are now two people trapped in one body. Rogue jumps of the bridge, and mere instants before she hits the water she flies into the sky, thinking that no matter how much good she performs as a member of the X-Men, she will never make up for what she did that fateful night.
The X-woman returns to the flat where she and the X-Men are housed by Jessica Drew and Lindsay McCabe; the X-Men are currently helping the people of San Francisco to repair the city after the Sentinels damaged it in last issue. In Jessica's garden she meets Kitty Pryde who doesn't look too well : indeed, after the Beyonder slaughtered the New Mutants, among them Illyana Rasputin, her soul-sword and magical armor went to Kitty Pryde who shares a special link with Colossus'sister. When Kitty received the armor she didn't understand what it implied, but Rogue's statement that Colossus never had a sister makes her realise that Beyonder completely erased her friends from reality in revenge for the New Mutants turing him down when he offered them to become his disciples. Kitty is despaired, how can she fight the Beyonder or convince the others that he murdered the New Mutants, when nobody save her remembers them.
Rachel has observed, she tells Kitty the Beyonder gave her a percentage of his power, enough to kill him; Rogue and Kitty point out that the Beyonder might take his power back and kill Rachel, before she has a chance to use his might. Ray retorts she has another plan : instead of confronting him directly, she plans to eradicate the whole universe, including the Beyonder so that she can annihilate him permanently. Since the Beyonder is going to destroy the universe anyway, she might as well make the first move, and whatever universe comes after this one would have a fresh start without a Beyonder. Jean Grey sacrificed her life to save the universe, now is her turn, and Rachel asks for the other’s spirits and life-forces tgo sustain her.
Kitty agrees to give Rachel her lifeforce as help, followed by a reluctant Rogue, whose voice sounds like Carol’s. They both make the decision to support Rachel. Jessica Drew who overheard the entire chat offers her lifeforce as well, and Rachel is amazed by her braveness. Rachel then walks into the house where the other X-Men are sleeping, and she also claims the life-energies of Colossus, Wolverine and Magneto. Storm is awake, and refuses to give her life, but Rachel takes her spirit anyway. She then engulfs the entire planet in a Phoenix effect and rushes into the void of space with the Watcher standing on the Moon, observing.
Soaring through the universe, Phoenix absorbs Xavier and the Starjammers as well on her way to the M’Kraan Crystal. Jahf, caretaker of the Crystal also falls prey to Rachel's self-righteous quest and, eventually, everyone finds themselve in the middle of the M'Kraan lifeless city.There is a neutrons galaxy confined in the M'Kraan city that Rachel wants to unleash on the universe; Storm tries to prevent Rachel from doing so, in vain : Rachel expands her consciousness over the whole universe and feels like a goddess, like her mother felt when she became Phoenix. She is in contzact with every single living being, and starts to get afraid. Yet she is not alone. Among the endless number of sould, one reaches out to her : Storm. She reminds her of those billions of souls, living, breathing, each of them different and that they don't know anything about the Beyonder or why they have to die. To kill them would be a most unspeakable crime. Rachel listens to the voice of reason and chooses to let everyone live, bringing the X-Men back to Earth.
Back in San Francisco, with Storm holding Rachel in her arms, the X-Men discuss ethics and the morality of killing. Magneto wonders if killing Adolf Hitler as a child would have been a good thing, Wolverine definitely wants to have a say in how he is going o die. Comes the Beyonder, at last : he is full of energy, disappointed by super-heroes' ethics and ready to kill the X-Men. A weary Rogue encourages him to do so, Wolverine and Kitty yell that they care about their lives even
if, to the Beyonder, they look like worms. Kitty bites his head off, questioning his rude manners and calling him names. She doesn't care if she can't understand the Beyonder's point of view. Storm adds that being a god is meaningless if that power isn't deserved. Eventually, Rachel finds out why the Beyonder "forgot" to claim the power he gave her : he knew she was her mother's daughter and that she would wanted to destroy the M'Kraan Crystal. The universe would have been destroyed and the Beyonder would have been at peace again.
The Beyonder is utterly disappointed and ask Rachel to return his power. She does so, in such a manner that the Beyonder is overwhelmed and experiences the multitude of lives co-existing within the universe and that destroying them would be monstrous. Storm lectures him some more on the value of life; the Beyonder confides of how frightened he is, lost in this multitude. The X-Men tell him an immortal God like he is cannot understand why life is so precious : it is short for everyone. The Beyonder thanks the X-Men for that big life-lesson and leaves, envying Mankind or its diversity. Kitty concludes the story by pondering on the New Mutants still being dead and them being still alive.