On Chandilar, Jubilee and Gambit are in a hallway, observing Xavier mentally possessing Gladiator. Jubilee can't believe this is the same founder of the X-Men, since he is acting like one of their enemies ! As they continue watching, Xavier orders Gladiatorto ripp off Deathbird wings. Deathbird says he should kill her and be done with it, but Xavier wants to hear her scream for mercy. Xavier smiles, yet when Gladiator does as told, Deathbird remains silent and does not scream. She tries to get through to Gladiator, explaining he isn't some puppet of Xavier, but the leader of the Imperial Guard.
Gambit can't handle it anymore and he crashes in and attacks.He throws his charged up cards towards Xavier, but Gladiator quickly reacts and leaps before Xavier and intercepts the exploding cards with his body. Xavier tries to take over Gambits mind, but can't do it ! Xavier explains Gambits thoughts are like quicksilver and very hard to get hold off. Deathbird sees her chance and slices Xavier‘s back with her claws. Jubilee decides to fight along, as she doesn't want to stay in the shadows all the time, but Xavier can easily defeat her with his telepathy. Gladiator grabs Deathbird by the throat, but Gambit helps her and together they can outfit Gladiator. Gambit rips off Gladiators cape and throws it over Xaviers head, in the hope he can't use his psychic powers without seeing. Knowing that they can’t hope to defeat the telepath by themselves, Gambit and Jubilee try to escape, but more troops arrive. Gladiator has knocked out Deathbird and throws her towards the two X-Men, but they duck in time and Deathbird’s body hits a wall that comes crashing down.
On the other side, Jubilee finds the shackled Lila Cheney, who had been missing ever since she brought the team to the Shi'Ar. Gambit takes Lila‘s handcuffs off, but then gets again shot at by some Shi'ar guards. Lila is amazedat Gambit’s agility, he easily outmoves the gunfire, and explains that it is just his training finally paying off. In Lila’s arms, Deathbird orders Lila to teleport them away, no matter that the two X-Men are out of reach. Gambit and Jubilee are left behind, much to the annoyance of the young asian X-Man. However Gambit tells her to stop bickering, and instead create an as wide and powerful dispersal of her fireworks as she can manage. As Gladiator approaches, Gambit throws his cards and the gamble pays off. His charges interact with Jubilee‘s firewoks and the resulting explosion is felt in the entire palace.
Outside the palace, we see Wolverine who recognizes Jubilees firework powers by the explosion. A Shi'ar Woman, who Logan has safed earlier, decides to pay him back by flying Logan over to the palace. Within the bulding, the other X-Men and Lord Chandilar hear the explosion too, and think Deathbird is trying to escape her prison. When they hurry to the fight scene, Gambit and Jubilee are gone. Gladiator helps Xavier to his feet, and Lilandra quickly rushes to her lover’s side. Gladiator says that Lila Cheney has helped Deathbird escape. As Storm notices Gambit and Jubilee are not present, and wonders where they could be. Gladiator angrily says that his report was complete, only Deathbird and Lila were involved. Wolverine searches the ruibble and apparently smells something. Psylocke asks what the matter is, but all of a sudden Logan outrages and pops his clawsHe leaps over to Xavier and slices up his gut.
All present are shocked, Gladiator feels dizzy and is coming around to his senses, but Psylocke telapthically tells him to hold on to his “true loyalties“. She then uses her psychic blade and rams it into Logan’s head at full force, knocking him out. Lilandra is happy to see that at least one of Xavier‘s students knows her duties, but she orders the Starjammers to arrest the rest of the team. Right then, Deathbird and Lila show up in a flash of light, all armoured up and carrying big guns
along. Lila shoots, giving the Starjammers no other option than to retreat. Lila teleports the X-Men away, exept for Psylocke, who is out of the range of her powers.
While the Starjammers decide what to do next, Lilandra is crying for the loss of her beloved Xavier, who is beyond help. Lord Chamberlain puts, with the help of Psylocke, a mental block in Lilandras mind, so she won't have too much trouble because of mourning. Psylocke and the Starjammers witness Chamberlain activating a starnge device that reduces Xavier‘s body to a pile of ashes. Lord Chamberlain orders to the Starjammers to go after the X-Men and use whatever means necessary, however the females are to be brought in alive.
Meanwhile, the X-Men arrive at the deserted planet known as Epsilon Seikosha IX. Storm grabs Deathbird by the throat and asks what's going on. Deathbird tells Storm to look around, the P!ndyr, one of most renowned warriors of the Empire lie dead. Deathbird says says that it was Lilandra’s Warlord Xavier who ordered the slaughter. Deathbird goes on, saying that this isn't the only planet who looks that way. The X-Men search the houses and find all of the aliens dead, even children were killed. Storm asks Forge to build them some spacesuites and some weapons agains the Starjammers, who will probably come after them.
Later, Lila comes back to the X-Men and has brought some more weapons and hands them over to the X-Men. Banshee asks why Lila laccepts Deathbird’s orders and the singer says that it is her Empire after all, and genocide sometimes makes strange bedfellows. Deathbird steps in and says that during her entire rule she never caused such destruction like Lilandra and Xavier did. Deathbird continues that if they don't stop Xavier, every single race in the Shi'Ar will become exterminated. Storm interrups Deathbird and explains that even both Gladiator and Xavier claimed Jubilee and Gambit werent' in the fight room, but Logan has found Jubilees earring. She picked it up when Logan was struck down by Psylocke.Gladiator and Xavier definately lied about Jubilee and Gambit. Storm says that Logan decided to follow his instincts, no matter what the
In the meantime, the Starjammers are back in their starcruiser and prepare to attack the X-Men. Their sensors have got a general sense of the X-Men’s location, but can’t yet exactly pinpoint because of an inhibitor field. Behind them, in the ship’s cargo bay, a yellow-gloved hand is seen playing a game of cards.
Outside, Forge has build his team some spacesuits and fly-cycles, that allow them to approach the Starjammers. However along the way, Deathbird feels another presence in her head, and then tells Lila to teleport her immediately to some coordinates she shows her. The X-Men are left to battle the Starjammers themselves. Yet, as Storm and Banshee approach the craft, the Starjammers have already targeted them and prepare to fire their weapons.
At the same time, at Lilandra‘s palace, we see Gladiator carrying in the uncosncious Wolverine and Psylocke holding both Lilandra and Jubilee under mental hold. They take them to some special room full of techno-organic networks and tentacles. Both Wolverine and Jubilee get entangled in it, and many other figures are held captive too. Psylocke asks Chamberlain if this is wise, after all their ressources are only limited. However Chamberlain explains that Jubilee’s powers are still evolving and her full potential might be useful. Then “Lord Chamberlain“ morphs into a Warskrull, revealing they are not the real ones ! As another Skrull morphs into Xavier, and kisses Lilandra, says they will make Lilandra see Xavier as the real one and won't know anything about the fact the previous one has been killed. Through the fake Xavier they control Lilandra and through her the entire Shi’ar Empire. Checking her surrounding, Jubilee sees some familiar faces among the captives. Oracle, and the real Xavier and Psylocke are entrapped as well. The X-Men helplessly observe as the Warskrull takes place in a special seat of the chamber. It enables him to not not only mimic Xavier’s appearance, but also his genetic code and his powers. With the transformation complete, he walks over to Lilandra who kisses and caresses her man. Trapped in the web, the real Xavier thinks to himself that they might have imprisoned him, but he is far from beaten.