In his hand, Gambit holds five cards: the Ace, King, Queen, and Jack of Spades, as well as the Joker. Instead of the usual deck, however, the pictures are of the X-Men. The Ace is Phoenix, the King is Beast, the Queen is Storm, Cable is the Jack, and Gambit himself is the Joker. Life’s like a game, hien? Gambit thinks. It’s all in the cards. Folks, they talk a lot about playin’ the hand they’re dealt. Dat misses the point. The trick lies in dealin’ the hand. An’ then knowin’ how t’ play. First comes light. Then fire. Illustrating his thoughts, Gambit charges the cards up with kinetic energy and lets them go as they burst into flames.
Elsewhere, in a dark catacomb, the fiery image of the Phoenix force emerges in the hands of the X-Man called Phoenix, who smirks at her telepathic creation. Next to her stands Cable, who asks Jean if the show she just put on was something that only the celestial force Phoenix could do. Not insulted at all, Jean asks Cable, “And who am I?” She tells him that if he thinks the tiny firebird is something to marvel at then he is in for a surprise. Jean raises her arms and lets the Phoenix fly away. It flies above them and grows larger.
The fire from the bird illuminates the entire room, which reveals that the catacomb is filled with artifacts, gold, paintings and other treasures. The two stand on a bridge over a stream. Cable surveys the area and tells Jean that the catacombs are a lousy setting for a battle. Jean tells Cable that the place is not a stronghold. It is more like a library. She goes on and tells him that he cannot define everything in terms of war. Cable tells her that it is his nature to act that way, but Jean tells him that his war is over.
As the two walk off the bridge, Phoenix addresses Cable by his real name, Nathan Christopher Summers, and tells him that, before he goes off to fight another war, he should go and see what he fights for. Cable tells Jean that, even after all the time that has passed, he is still not used to being called by his real name. Phoenix tells him that his name is part of his heritage, just like the catacombs are. Cable tells her that beautiful places such as the one they are in now did not exist in his era. Phoenix tells him that the catacombs are her secret place that she discovered before the X-Men were founded, when she worked alone with Professor Xavier. Even her husband and Cable’s father, Scott, only saw it through memories shared in the psychic rapport he had with her.
Jean tells Cable that the two of them always meant to visit this place. They were young and in love. They had their lives before them. Cable raises his hand to Jean’s shoulder, and then roughly puts it down on it to console her. He apologizes and tells Jean that he doesn’t have much practice at being gentle. Jean touches Cable’s hand at tells him that it’s a start. The two hold hands as memories from Cable’s life envelope them. Images of Jean, Scott, Apocalypse and people from his future circle the two. Cable tells Jean that it is hard for him. He has spent his whole life fighting Apocalypse and never believed that the fight would end; at least not with a victory. He cannot believe it’s true that it is over and part of him does not want to believe the fight is over.
Cable tells Jean that he always accepted the fact that he might die, but never thought that Scott would. Without Scott, he now feels like he has no purpose, like he lost the best part of himself. His entire life has been centered on either survival or death. To show compassion and to be gentle was a sign of weakness; the weak were killed. Jean tells Cable that she understands, but she reminds him that they are human. As long as they live, they can reshape their futures and the way they live. They can live for something better.
Jean goes on to tell Cable that, as Phoenix, she can increase his psychic powers with her own, thus neutralizing the techno-organic virus in his system. His bionic arm would be flesh. Pessimistically, Cable says the transformation won’t last as Jean completes her experiment on him. She asks Cable if that means they should give up; they must at least try. Cable asks her, after all she has been through, how she could possible say that. She tells him that after all she has seen, she cannot say anything else.
Jean leads Cable to the entrance of the building and asks if Wolverine’s need to cherish beauty makes him less deadly or if Storm’s passion for life makes her less formidable. They are mutants, which gives them the right to protect the world. However, that should not mean they must lose their humanity. They must celebrate life. Jean throws open the doors and asks Cable what better way to celebrate then in Venice during Carnival.
Cable looks out at the crowd of masqueraders that party in the streets and tells Jean he has never heard her speak that way. She tells him that the name Phoenix represents passion of the universe and passion of creation. She and the Phoenix are kindred souls.
The two walk down the steps. Cable tells Jean that their X-Men uniforms will make them stick out. Jean uses her telepathy to access Cable’s telekinesis, since she has no telekinesis of her own anymore, to rearrange the molecules of their uniforms creating Carnival masquerade costumes. Jean asks Cable to dance with her, but he tells her that he does not know how. Jean jokes that Scott did not know either. She begins to teach .
As the two talk to each other and dance, Jean finds herself transported into her memories. Jean asks herself if a view of Cable’s memories has made her visit her own. Jean, who is entirely dark, save the burning glow of the Phoenix mark on her face, turns towards the Xavier Institute for Higher Learning. Up on the balcony stands her husband, Cyclops. Jean comments to herself that he may be dead, but he will never die out in her thoughts.
Cyclops drops a card from the balcony that Jean catches. The card is the Joker, with a picture of Gambit on it. Jean disregards the card and continues down memory lane to a time she and Scott held each other on the hills near the Institute, kissing. She tells Scott that his eyes, like his soul, were beautiful. She then notices another card near the memory of herself and Scott.
Jean tells herself that she is not amused and that she must build better locks in her mind. She goes then to the next memory, which is her wedding to Scott. She picks up a program to the occasion and finds another Joker card. Jean leaves her memories and decides that Gambit is obviously trying to send her a message. He knows that she cherishes her privacy, so there must be trouble.
Jean returns back to Cable who asks her if she is okay. Jean jokes and tells Cable that she was thinking of applying bodily harm to a colleague. Cable telepathically replies to Jean that he senses no hostile thoughts, but Jean points out that thoughts can be cloaked. Cable asks if they should take cover, but Jean tells him that they won’t know who stalks them. Cable tells her that he does not like being bait but Jean optimistically tells him that their nerves could be overreacting to the situation. Cable says that he thought Phoenix did not have nerves, to which Jean reminds him that she is still human.
Suddenly, a large hand grabs Jean by the shoulder and lifts her into the sky. Jean laughs and tells the Beast, who has two cords wrapped around his feet, to put her back down. Beast jokingly asks her if he has to after all he went through to sweep her off her feet. With a smirk on her face, she tells Beast he is making a spectacle of himself. Still up in the air, Beast tells her that, with her outfit, she shouldn’t be talking, but he has never refused a lady, so down she will go.
Beast launches Jean up into the air. As he falls down, he grabs an archway and uses it to swing himself back up. He somersaults in the air, lands on the ground, and catches the falling Jean, who laughs the whole time. As the crowd applauds and takes pictures, Jean tells Beast he is a loon. He reminds her that she loved every minute, but she tells him that is beside the point. Beast tells her that he is outed as a mutant and is a world famous Avenger, so he might as well be the poster boy for mutant kind.
Jean then asks Beast why he is in Venice as she finds it to be more than a coincidence that both are there at the same time. Beast tells her that he received a plane ticket and a Joker card from Gambit. He tells Jean that considering Gambit’s pride, something important must be happening.
Jean tells Beast that she has her own life to live when suddenly she senses two hovercrafts traveling through the canals and heading towards Cable. Jean takes off her illusionary costumes and the two X-Men cross a bridge when three more men on hover crafts arrive, all carrying nets made of energy. Jean goes towards the men, to Beast’s surprise, and realizes they are after her. Jean uses her telepathy to discover that the men are called the Shockwave Riders.
One of the Riders creates a whip of psionic energy and knocks Jean and Beast off their feet. He tells Phoenix her telepathy is useless against their skill. As Beast falls into the river, the Rider tells the others that the X-Man is no longer a threat. They head towards Phoenix; two flying under the bridge, one above. When the two under the bridge emerge, the Rider up top discovers that Phoenix and Beast have taken over one of the skimmers. Beast hops from the skimmer to the one above him and flips himself feet first into the Rider. However, the Rider catches Beast by the feet and tosses him away.
Phoenix sees that Beast is out of the fight as the two remaining Shockwave Riders pursue her. She uses her telepathy to get information on her attackers and uses it to give them a decent race. However, she realizes that she is a novice compared to them and there is only one outcome. Suddenly, a lightning bolt crashes from the heavens and hits the two Riders after Phoenix. She looks up and thanks Storm, who descends to the ground. Storm asks what is happening, but Phoenix tells her that she does not know. She and Cable seem to be the primary targets. Jean tells Storm to look after Beast as she heads to find Cable.
Cable finds himself surrounded by several Shockwave Riders. He thinks to himself how fast and maneuverable the Riders are, as he uses his Psimitar to hit one in the face. However, the other Rider uses his energy whip to hit Cable in the back. Cable realizes that it is made of psychic energy as it attacks his nervous system, which makes him lose control of his telekinesis. Without his telekinesis the techno-organic virus in his system begins to take over his body, transforming it into techno-organic steel.
Phoenix hears his thoughts as a Rider jumps on to her skimmer. Another Rider raises his energy weapon to deliver the finishing blow to the downed Cable. Phoenix thinks to herself that fights were easier with her telekinesis, but she is satisfied with punching her enemies. She punches the Rider who jumped on her skimmer and then uses the skimmer to knock down the Rider attacking Cable.
As Cable struggles to contain his virus, he tells Phoenix to watch her back. Behind Phoenix stands another Shockwave Rider who tells her that she dealt a fair blow for a novice, but it means nothing against the Riders. He tells her that he has been tasked to claim her and that he will use his psi-shark to strip her of her memory so the Neo can write a glorious new destiny unto her. As the Rider speaks, psionic energy swirls around him and takes the form of a shark that grows larger and larger. It heads straight towards Jean and when it reaches her it becomes so tiny that it plunges through her eye and into her mind.
In her mind, Phoenix watches in horror as the shark destroys the mansion and starts to eat her memories. Her psi-bolts have no effect on the beast and she begins to hear the shark laugh at her, because it thinks she is helpless. Jean tells the creature that it made a big mistake as her eyes glow fierce like the Phoenix Force. As the creature heads toward Jean to destroy her, she sets the entire area ablaze, including the shark, while she screams, “I AM PHOENIX!”
Dat’s de trouble wit’ business. Gambit thinks. It always be getting’ inna way of pleasure. Standing on a nearby balcony with his female companion, Claire, Gambit views the battle below, in-between kisses. On t’other hand, when I sent out my invitations…I didn’t expect the party to start with a fight. Finishing his rendezvous, Gambit tells Claire that, where the X-Men are concerned, he should have expected a fight. As he jumps off the balcony he tells her that next time he is in Venice he’ll look her up.
Gambit lands near Phoenix, who stands among the wreckage of the battle. After Cable tells him to be careful around the Shockwave Riders, Gambit asks Phoenix if she is okay. In the air, Storm tells Gambit that, if Jean is injured, the Riders will have to contend with her. Beast comes with the Rider Phoenix attacked under the bridge, all locked up in a device. Jean finally speaks and tells the others that the Riders were not hiding their intentions. They still think they can win. Coldly, she tells the captured men that they are welcome to try. To Storm’s astonishment the two Riders who were not locked up teleport away. Jean tells the others that their thought gave no sense of their destination, which is a pity.
In the back Cable thinks to himself how all his life her heard legends of the Dark Phoenix, which were stories told to frighten young telepaths. He thinks to himself that every legend has a fact. Cable approaches Jean and thinks to himself how she is using more power than he has ever seen. She is speaking like the Phoenix and manifesting its power. Now, he worries she will become it again. He already lost Scott and he won’t lose her too, if she becomes the Dark Phoenix. He tells himself that, with one quick stab with his Psimitar and if he focuses all his powers, he can destroy Phoenix’s powers, though he would lose his own. In the end, he tells himself, it would be a worthy sacrifice.
As Cable is about to stab Jean, Beast grabs his Psimitar and tells him that he knows what he is thinking, and that Storm and himself have witnessed the Dark Phoenix first hand. That is why they have the faith that things will work out fine. Cable says that he trusts too easily, but Beast tells him that he does not trust enough. Storm tells them that she is more interested in their assailants. Gambit asks her if she thinks it is a coincidence that they attack when Gambit assembled them. She tells him that she does not believe in coincidences.
Gambit jokes about charming information out of the remaining captive, but Phoenix says she would like to take the direct approach. Phoenix wants two answers. The first is why Gambit summoned them. The second is why the Neo ambushed them. She turns to the Neo and tells him that his companion used his psishark to steal precious memories from her. She wants them back. The Neo spits on her and says he will die first.
Suddenly the Neo falls down dead, to the surprise of all except Phoenix who says the Neo was good to his word. She manifests a psionic image of the Phoenix from her mind and tells the others that if the Neo thinks he can escape by willing himself to death, he is sadly mistaken. The Phoenix image plunges into the Rider’s head as Phoenix herself collapses. Cable catches her and in horror tells the others that she has made a mind link with the dying Neo, but it could be a trap. If she cannot return to her mind before the man dies, she will die with him.