Bishop, Gambit, Joseph, Rogue, Cannonball, Beast and Trish Tilby are enjoying the Christmas celebrations on the streets of Manhattan. Beast asks the others to dinner with he and Trish, but most of the others have other plans and the group splits up. Gambit stalks off, jealous of the bond he senses between Rogue and Joseph. Joseph takes the opportunity to take Rogue on a romantic ride aboard a horse and carriage. Bishop decides to spend the evening alone, and Cannonball goes to a toy store, looking for presents for his numerous siblings. One of the poeple that Sam passes is the punisher, but he doesn’t notice. Dismayed by the Christmas rush at the store, Cannonball is uncertain what to do, when suddenly Gladiator, member of the Shi’ar Imperial Guard, comes out of a teleportation portal in the middle of the store. He is searching for the X-Men.
Meanwhile, Joseph is using his magnetic powers to make the horse and carriage fly, and the driver admires the two mutants for being able to do something so wonderful. Even though it is late evening Bob Harras is still working in his office at 387 Park Avenue South (home of Marvel Comics). On the telephone his wife Anne accuses him of working to hard, and as he looks outside the window he sees the carriage passing by. Not quite believing his eyes Bob agrees with his wife and rushes home.
Cannonball assumes that Gladiator is out for a fight and attacks him, trying to move him away from the public, the battle continues in the air above New York.
Across town, Joseph takes Rogue to the top of the Twin Towers of the World Trade Center so he can give her a present. He summons his modified Z’Noxx chamber from the mansion, and explains it’s purpose. Originally the chamber was designed to shield Xavier’s presence from the alien race Z’Noxx, so basically it is a big filter. Joseph modified the chamber’s components so that they shield a person’s memories and feelings allowing Rogue to touch anyone while standing below it. At first she doesn’t believe him but then he gives her a kiss to the forehead without any side-effects. Rogue is left speechless, Joseph wishes her merry christmas.
Back at the battle, Cannonball manages to use Gladiator’s overconfidence against him, and knocks him down to an abandoned construction site. Below the other X-men make their way to where Gladiator crashed, having heard and seen the fight. Gladiator reveals that the Shi’ar Empire is in danger, but he has been forbidden to assist (Lilandra sent the Imperial Guard to earth to replace the heroes that are believed dead since Onslaught), so he came to enlist the X-Men’s help. Before they can react, Gladiator throws some telportation fields on the X-Men and Trish Tilby. Only Cannonball is left behind. Gladiator says that the X-Men are transported to the Shi’Ar galaxy that currently faces a most dire conflict and sending a youth as Sam into battle would lack honor.