In space, the group of Avengers sees the Phoenix Force closing in in the distance. Ms. Marvel wonders how something as dangerous as the Phoenix Force can be so beautiful. Vision remarks that everything has its beauty, even death, but not everyone is able to see it.
Inside the ship, the Black Panther informs them it’s approximately 746 million miles from them right now. Coming up on Saturn. At this speed, they should have contact within the hour.
Thor decides to approach the force alone. He will find out exactly what they are dealing with here. Black Panther informs Iron Man and hopes they have everything under control down there.
Far from it, is Iron Man’s curt reply as, after Magneto’s angry attack, the Heli-carrier is dropping into the ocean outside Utopia.
Hope cradles the dead Storm. Magneto tells her they have to leave. It’s too late to save Storm. What can they do at this point? Hope asks. The world is crashing down around them and the Phoenix Force hasn’t even gotten here yet. This is all her fault.
Emma Frost informs them there are Avengers in space preparing to confront the Phoenix before it arrives on Earth. When Magneto decides they should intercept it first, Emma announces she’s coming along. Magneto flies off with the two of them.
The non-flying Avengers are falling and Cyclops orders the X-Men to save as many Avengers as they can.
Iron Man catches Colleen Wing, only to find she has nevertheless died. Cap helps Falcon, who with his dying words pleads that they are better than this, humans fighting mutants. They made a great team, he moans and dies. The best, old friend, Steve agrees. Misty Knight sobs when she learns her partner Colleen is dead.
Standing at the back before the ruin of the heli-carrier, Wolverine realizes he did this. Ororo died because of him. Her and countless others! Namor shouts and hits him hard. Under water, he hits him again and again. Wolverine finally floats lifelessly in the sea.
This disaster… Cyclops begins. Was caused by one of Cyclops’ people, Iron Man cuts him off. How many more are going to die? Cyclops retorts that Logan, acting as an Avenger, came here looking for a fight. Is he really that thick? Iron Man snaps. Magneto was looking for an opportunity and he took it! Look around – where is he? He took Hope and is going to do everything he can to get to the Phoenix Force, so he can harness that power for himself. And he is nothing but a murdering criminal.
Cyclops temper flares as he tells him to stop poking him. Cap gets between them and tells them both to grow up. Fury is on his way with a medical team. Let’s try to help until they get here. 10 minutes later, SHIELD has arrived.
Domino announces there is no trace of Magneto or Hope. Emma as well. Maria Hill remarks they need to find Namor and Wolverine, recover Hope and work out a plan. Then capture Magneto, so he can stand trial for his crimes.
Cyclops points out that Wolverine murdered Storm. He was provoked by Namor, Cap reminds Scott. He was there, not Scott. Cyclops retorts the Avengers brought the fight to them. They all screwed up, Iron Man announces. Let’s stay on point and move forward. Thor is about to make first contact with the Phoenix Force, he informs them. He hopes he can weaken it enough to disintegrate it at its core.
In space, the other Avenger are some distance behind Thor as the Phoenix approaches. “Have at thee!” Thor cries and attacks. The other Avengers watch as the Phoenix screeches, Mjolnir is broken and Thor finally floats lifelessly in space.
However, the Phoenix Force too was wounded; its shape fractured. The Avengers realize they might have one shot to finish this. Vision suggests the Black Panther returns to Earth as he, Nova and Ms. Marvel attack the Phoenix.
Inside the Phoenix Force, they find themselves overwhelmed by its consciousness offering them a gift. But it leaves them, sensing the true one and heads to the Moon, where Hope, Emma and Magneto are waiting.
It’s beautiful, Hope marvels. Then the Phoenix Force is upon her and transforms her into Phoenix.
They have a problem, Black Panther informs Iron Man on Earth…