The X-Men and Trish Tilby have been transported by Gladiator onto an out-of-control starship in outer space. Beast manages to get the ship stabilized somewhat, but discovers that he can’t stop the ship’s course, which is headed towards an asteroid field. Joseph uses his magnetic powers to move the asteroids out of the way, until they come to a stargate leading into the heart of the Shi’ar Empire. The ship enters.
Back at the X-mansion, Cannonball arrives to tell the Phoenix, Cyclops, Storm, and Wolverine about the disappearance of the other half of the team.
Once in the stargate's passage, Beast and Rogue try to determine where they are heading, but the navigation computer won’t give away their destination. Beast tries to apologize to Trish for getting her into this mess, but she makes clear she’ll be fine. Trish checks out the back section and upon coming back impresses Hank by wearing a revealing, skin tight Shi’Ar costume.
Meanwhile at the mansion, the other X-men have unsuccesfully tried to establish contact with the Shi’Ar galaxy. They struggle over whether they should follow to find their space-faring teammates, but agree that there are more pressing concerns on earth (their adventures continue in X-Men 62).
Back in space, all X-Men have now switched their civies with various Shi’Ar uniforms. Rogue and Bishop are having a talk. Bishop feels lost, he had spent his whole life following Xavier’s dream and now that seems to be tainted by Onslaught. Rogue encourages him and replies that some thinks might work out when least expected and to prove her point she touches Bishop without any absorbtion effect. She then explains that the Shi’Ar minig suit she is wearing emits a low-grade force-field that keeps them from actually touching as suddenly the ship comes out of the passage and reenters open space. What the X-Men find is a humongous space station in which the hundreds of beings aboard have been killed. Soon they split into teams to search the station. Rogue and Beast go off together, as do Gambit and Joseph. Trish Tilby stays on the ship, while Bishop alone is the third exploratory team. He ends up finding a barely-alive Deathbird, the only survivor of a massacre. Before passing out she commands Bishop to help her.