It is in a Chicago back alley near dawn, where young Kitty Pryde finds herself running for her life from a car full of Hellfire Club agents. Lots of times, she believed she’d given her followers the slip, but they found her again and again. Finally, she stumbles, exhausted. The men triumph, when suddenly a costumed woman flaring with energy appears before them in the street. One agent recognizes her as the X-Man Phoenix and orders the driver to knock her down. Bad idea, as with contemptuous ease Phoenix erects a telekinetic shield between herself and the onrushing car; it’s like running into a brick wall. Panicked, Kitty watches what’s happening, wishing she knew what to do. Suddenly, Nightcrawler teleports in front of her, grabs her and climbs with her up a wall to bring her to safety, all the while assuring her that he is one of the good guys.
In the meantime, Cyclops and an awestruck Dazzler join Phoenix, who stares grimly at the crashed car and its unconscious occupants. Cyclops asks why she did that. He ordered her to stop the car, not turn it to instant junk. He didn’t have to feel the girl’s stark terror or the thoughts of the killers chasing her. She did. These animals got no more than they deserved, Jean replies grimly. Cyclops feels troubled. He thought he’d seen Jean in every conceivable mood but that one’s new.
Suddenly, Nightcrawler shouts down at them from the roof, asking them to come up. Phoenix easily transports herself and her two companions up to the roof where they find Nightcrawler and Nightcrawler alone. Confused, he tells them that as soon as he was up here, the girl just slipped through the roof like a ghost. She’s definitely the mutant the Professor came to Chicago to find, Cyclops surmises and asks Jean to go track her. She’s the most normal looking of the bunch. Jean descends downstairs through a trapdoor, telekinetically arranging her costume into a set of street clothes in order to not to frighten the child any more. She begins her search of the warehouse loft, finding the girl quickly as her frightened thoughts stand out like a beacon. Jean gently introduces herself to the child and assures her there’s nothing to be afraid of. She’s one the X-Men she called. A relieved Kitty sinks sobbing into Jean’s arms, while Jean tries to comfort her.
A while later, the X-Men, their two guests and their prisoners return to the skyship hidden within a woodland park. Cyclops examines and treats Kitty’s injuries most of which are only superficial scrapes, while Kitty tells them their story. Hunching on a table in a corner Nightcrawler notices that Kitty doesn’t much seem to like him.
Kitty explains that Ororo gave her their phone number, she called them and ran. Cyclops recalls that they were also attacked in New York. He’s fed up with tangling with shadows. He asks Jean to mindscan their prisoners to find out who they are up against.
With frightening ease Phoenix breaks through the men’s psychic defenses and learns where the other X-Men are being held, how well that complex is defended, how the others were defeated by a telepath named Emma Frost and how Frost is a member of a group of wealthy industrialists seeking even more power in the world. Jean is shocked when she comes across the words “Hellfire Club”. During her psychic timeslips, she’s found herself living the life of an ancestor of hers married to a member of said Hellfire Club; a man called Jason Wyngarde. But recently, she’s met a modern-day Jason Wyngarde, a dead-ringer to her ancestor’s husband. How is all of this possible? Cyclops interrupts her train of thoughts, worried. However, Jean brushes him off, telling him she has the information they need.
An hour before dawn, an unremarkable car pulls up before the main gate of Frost Enterprises. Unremarkable, save for the fact that earlier Phoenix had reduced it to scrap metal. The X-Men are tied up and seemingly unconscious in the back, while Phoenix uses the driver as a marionette, having him claim at the gate that he and his men have captured the X-Men, though the “little brat” got away. As the car drives through the main gate, Emma Frost watches the display via a screen, surprised over the agents’ ability to capture the X-Men. She’ll send out the guard – just in case, she states as she turns to her prisoner, Storm, who stands shackled at the back of the room. Frost continues with her psychic “examination” of Storm, though psychic torture would be a more apt choice of words.
But while all the eyes are on the captured X-Men in the front of the complex, nobody notices Kitty Pryde phasing in the back, where Colossus and Wolverine are kept in cages. Kitty becomes anxious when she sees Ororo isn’t with them, but reminds herself of Cyclops words that it’s okay to be scared, as long as she doesn’t let fear foul it up. Cyclops also told her that if she couldn’t free Storm, she should try Wolverine next. She’s afraid of him as, even zonked out as he is, the feral X-Man still looks dangerous. Intent on not disappointing Cyclops, Kitty phases her hand into the electronic lock of Wolverine’s cage, hoping she can do something. To her surprise, it snaps open at her touch. She helps the woozy X-Man outside, noticing how heavy he is, despite not being any taller than her. She tells him he has trouble to think because of the cages but that he should recover. What’s she doing her anyway, he demands, more lucid. Rescuing him, she explains. All by her lonesome? he asks incredulous. Before she can finish her reply, she is zapped by a blaster shot. Two Hellfire club agents have entered the room and order Wolverine back into his cage. Holding the unconscious girl with one arm, Wolverine nevertheless extends his claws and, with a nasty grin, tells the men they’ve just made the biggest mistake of their lives. And the last …
Meanwhile, in front of the administration building, the X-Men in the car find that things are not going as well as they’d planned. Two Hellfire Guards are nervously waiting for them, one of them hoping that the back-up team will come soon. The other man tries to calm him, assuring him that if those “muties” as much as twitch, they’ll blow them to hell. Phoenix mentally uses Sal – the man she’s controlling – to tell the other men that he has a special delivery for the White Queen. The other agents tell him that they have to keep Sal’s passengers on ice till their escort arrives. Ms. Frost isn’t taking any chances. Cyclops quickly telepathically discusses the matter with Phoenix and they come to a decision. Cyclops’ eyebeams tear off the car’s roof and spectacle is followed by Dazzler’s lightshow, which overwhelms the minds of the Hellfire guards. The X-Men attack while Phoenix keeps them all mindlinked, a process that this time, strangely enough, makes Cyclops feel uncomfortable. Instead of being proud of Jean, he finds that he is frightened of the scope of her powers.
A guard alerts Emma Frost, who is still busy torturing Storm, that they are being attacked. Furiously, she reminds him that he and his men are supposed to be the best combat troops money can buy, so they’d better prove it by stopping the X-Men. She turns to Storm, coldly telling her that her friends’ “Trojan horse” gambit paid off, but they have a long way before they’ll reach this lab – time enough to teach Ororo and them a lesson they’ll never forget. When they’ll reach this lab, all they’ll find is a mindless thing, human only in form – Storm – she threatens. “Is that so,” another voice asks. Frost turns around to find Phoenix standing there, looking at her coldly, mocking, her face shadowed. Her eyes aglow, Jean continues that she understands that Frost calls herself something of a telepath. Let’s see how good she really is …
Elsewhere in the complex, the other two X-Men and Dazzler are plowing through the Hellfire club troops. Dazzler and Cyclops keep the last group of them busy. Too late, the agents notice that Nightcrawler is missing, seconds before he quickly teleports on top of each of the three men knocking each of them out. With their opponents out of the way, the elf jokingly tells Cyclops how hard this stunt is on his knuckles. Scott commends him, but gets anxious the next moment when they are joined by Wolverine and Colossus, who is carrying Kitty. Cyclops is worried that something happened to the girl, but thankfully she is already recovering from the stun bolt the guard dealt her. Cyclops inquired what happened to the guards, only to be diplomatically told by Colossus that Wolverine… dealt with them.
A last agent shows up, firing a high-energy rifle. For all the good it does him, as Colossus turns into his armored form, deflects the shots and angrily knocks the man out. A moment later, Colossus feels ashamed for losing his temper with the man. Kitty sees things differently, though, as she admiringly tells him that he saved them all. This was neat!
Cyclops reminds the others that they still have to find Professor Xavier. Wolverine explains that the Professor split on his own and had told him and Colossus to get Ororo. He’d been following her scent. The others follow his lead while Cyclops remembers that he caught a telepathic flash from Jean, telling him she was going after Storm. He hopes that she didn’t run into any trouble.
No at all, as it turns out. At first, Frost and Phoenix seemed evenly matched in their psychic duel but, as the battle progressed, it became evident that Phoenix was only taking her foe’s measure. The bound Storm can only observe helplessly in awe and fear of the Phoenix effect, remembering that she’d seen her friend like this before; in the heart of the M’krann crystal before she saved the universe from destruction.
Jean feels more alive than she’s ever been. She revels in her power, as her Phoenix raptor strikes through the Queen’s defenses with contemptuous ease. Grabbed by one of the energy construct’s talons, Emma feels her very life-force being drained away. In despair, she channels her last remaining power into a psi-bolt – with devastating effect as the building explodes.
The other X-Men stand in front of the building; this is where Ororo’s scent had led Wolverine. Cyclops was hit by a flash of pain from Jean through their mind-link an instant before the explosion. He orders the others to help him as he desperately searches through the rubble, mentally calling out for Jean. Suddenly the Phoenix raptor emerges from the rubble, clearing the path for Jean and a still groggy Storm. Jean tells them they are both all right, adding that the White Queen wasn’t as lucky. Mentally, she tells her lover that it’ll do more than a collapsing building to do her in, but it was sweet of him to worry. Professor Xavier joins them telling them they did well, adding that he knew he was right to stay back and play observer. He suggests they leave before the authorities arrive.
At sunrise, the X-Men, now dressed in civilian clothing, find themselves in front of the Prdye house. Xavier once more assures them that he is most pleased with the way they handled themselves. Lighting a cigar, Wolverine, who clearly couldn’t care less, thinks “nice o’ you to say so, Chuck.” Xavier turns to Dazzler, asking her if she is interested in joining the team. Alison thanks him, but explains that world-saving isn’t her style. She prefers the excitement of singing. With that, she tells them goodbye and Nightcrawler drives her to O’Hare airport. Cyclops tells Xavier that he isn’t quite happy with Dazzler knowing all about them, while they, in turn, know next to nothing about her. Xavier assure him that he did a peripheral mind-scan of her and found her trustworthy.
At that moment, Kitty’s parents, who have been quite frantic worrying about their daughter, join them. Teri Pryde breaks down, crying and hugging her embarrassed daughter, whereas Carmen angrily makes a scene, ignoring Xavier’s feeble attempts at an explanation. Jean is annoyed by the spectacle in front of her. Her eyes flash and, a moment later, Carmen suddenly is all sweetness and light as he enthusiastically greets the Professor, telling him how impressed he was by Xavier’s presentation yesterday. Xavier is utterly flabbergasted and Scott realizes that it wasn’t him changing the Prydes’ memories. But then it would have to be… Jean touches his shoulder, telling him that Carmen wasn’t going to listen to reason. Her little memory modification spares everyone a whole lot of grief, no harm done.
As the Prydes invite everyone for brunch, Cyclops and Storm linger on behind for a bit. Storm asks Cyclops if Jean just did what she thinks she did. Cyclops tells her he is afraid so. Changing an innocent’s person’s mind used to be anathema to Jean. He asks Ororo what Jean was like when she fought the White Queen. Not human, Storm admits. When she uses her power as Phoenix, there is a ferocity and grandeur about her. She has changed so much. Yet… she hasn’t changed at all, Scott states, half-wondering. Maybe they are just imagining things. He doesn’t really believe that, she insists, taking his arm. They both sense something wrong about Jean; a darkness about her that could consume her. It’s almost as if someone were manipulating her, helping the wrongness to grow. They need to find out what is happening, before it is too late.