Minutes ago, Cyclops, without any warning whatsoever to his imprisoned teammates, collapsed to the floor, after losing a battle for Jean Grey’s soul on the astral plane to Mastermind. He lies so still that his friends think he is dead but, slowly, painfully, he gets up again, realizing he almost truly died when Mastermind slew his astral form. The villain in question has his arm draped in a proprietary manner around Jean Grey’s shoulder, as he informs Cyclops with a smirk that Jean belongs to the Hellfire Club, body and soul, now and forever.
As Wyngarde toasts the other triumphant members of the Inner Circle, the strangely quiet Black Queen slowly and deliberately looks from face to face, her gaze lingering on Wyngarde, lingering far longer on Cyclops. When at last she turns away, there is no mercy in her eyes.
Elsewhere in the building, the crème of society are celebrating the Club’s anniversary while, outside, New York reels under the onslaught of a brutal mid-winter gale. It’s been raining hard all day and the water level in the sewers has been rising steadly – towards a thick sheaf of power cables, whose insulation was recently slashed open by Wolverine when he and his fellow X-Men infiltrated the Club.
And speaking of Wolverine…
Donald Pierce alerts the other members of the Inner Circle to some commotion outside. Shaw tells him that he gave strict orders for them not to be disturbed. Suddenly, though, Wolverine, Club guards still hanging onto him, bursts through the door, announcing that he and the Circle have business and not all the flunkies in creation are going to keep him away.
Shaw angrily shouts at Leland, who had sworn that Wolverine had drowned. Wyngarde senses an opportunity to finish Shaw as a leader. He tells him that his man, Leland, may have botched the job but he won’t. He orders the Black Queen to stop Wolverine. Her words dripping with irony (though Mastermind doesn’t realize it), Jean replies that it will be a pleasure and telekinetically freezes Wolverine in mid air. At the very same moment, with everyone looking at Wolverine, she also telekinetically opens up the lock to Cyclops’ facemask. Cyclops senses her reestablishing their psychic rapport – she has broken Mastermind’s hold.
Not letting a good opportunity go to waste, Cyclops fires his optic beam at the back of Pierce’s head and, with Jean telepathically guiding him, his beams blast away his teammates’ manacles, before finally firing away at Leland. Last time the Inner Circle ambushed the X-Men, they had thrown them off-balance by hitting them so hard and fast the X-Men didn’t know what was going on. Now the shoe’s on the other foot. Two down.
Leland is blasted out of the room and over the railing, causing the party guest to scream in astonishment. Phoenix releases Wolverine and telepathically orders him to go. He commends her on her sneaky moves, adding that she is a woman after his own heart. She knows, she replies, already guessing at the darkness to come. She wishes she wasn’t. Wolverine calls down to Leland, who is still lying on the floor one story below. He reminds Leland of their last tussle and that he owes him a rematch.
Shaw is still confident. Removing his dressing robe, he reminds Cyclops that the have beaten the X-Men before and his foe’s vaunted optic blasts mean nothing to a man capable of absorbing all kinds of kinetic energy. Who said he was going to hit Shaw, Cyclops replies and blasts the ground beneath his foe who instantly falls.
The recovered Pierce hysterically cries Shaw’s name, as he gazes down the hole, leaving him wide open for Colossus. Still in human form, the young Russian grabs the thin, blond man, telling him that he has problems of his own. Pierce kicks him with superhuman strength, announcing that, as a cyborg, he can smash him to pulp with his bare hands. As Nightcrawler cries out with concern for his friend, Colossus assures him that only his pride was hurt.
While Cyclops orders Storm and Nightcrawler to follow Shaw, he chides the young Russian for carelessly attacking Pierce in human form. He orders him to armor up and go after Pierce. He’ll take care of Mastermind. Mastermind is watching from the shadows, using his illusion power to blend in with the surroundings. Angrily, he chides himself for breaking his own first law: underestimating the X-Men. His ambition and dislike of Shaw got the better of him. He decides to simply stay back and see what develops.
Wolverine jumps down at Leland with claws unsheathed. Frightened, Leland instinctively uses his mutant power to increase Wolverine’s mass geometrically, realizing too late that this is the last thing he should have done, as the impact of Wolverine landing on him is all the harder.
Meanwhile, in one of the secret passages that honeycomb the Manhattan townhouse, Shaw runs, admitting to himself that Cyclops is the born leader. He found one flaw in their defenses and, a moment later, he had them on the ropes. But he had help. Shaw realizes that Mastermind’s puppet has cut her strings. In which case, he pities the puppet-master… At that moment, Nightcrawler teleports on top of him. Storm, in the meantime, creates a micro-blizzard to freeze the villain.
Four blocks up Fifth Avenue at Avengers headquarters, a friend and former teammate of the struggling mutants is currently enjoying some “light” reading. The book about the origin of consciousness reminds Hank McCoy of Professor X and he muses that he should pay the X-Men a visit. After all this time, there is still no one as close to him as the X-Men. He belongs with the Avengers and yet…
At that moment, the alarm sounds. He looks at the police report only to learn that the X-Men are believed to have attack the Hellfire Club. Hank knows that there has to be a good reason. Protocol says he should sound the alert, summon all Avengers in town. And what then? Trash the X-Men? For a long moment Hank McCoy stares at the screen. Then he makes his choice. He erases the alert and hurries outside.
Meanwhile, back at the Club, the racist cyborg, Pierce, has used his strength to force Colossus to his knees, insulting him as a “Bolshevik buffoon.” Rage gives Colossus the necessary strength to persevere. Angrily, he asks why Pierce speaks of him as though he were less than human. He doesn’t know him, he has never thought ill of him and, yet, Pierce would harm just for being a mutant. He fights back harder and succeeds in tearing out Piece’s cyborg arm. He is proud of who he is and what he is. His humanity is in his soul! Can Pierce say the same?
Yes, Pierce swears as he presses the live wires of his arm stump into Colossus face, momentarily blinding him. He may only be half-a-man, but he is more human than a freak like Colossus. By the time Colossus recovers, Pierce has disappeared.
Elsewhere, Nightcrawler, on his back, is keeping Shaw up in the air with some practiced kicks. Shaw manages to grab onto his left foot, pulls him up and deals him a blow into the stomach. However, he has forgotten that Kurt isn’t alone, as Storm freezes the air around Shaw. He throws Kurt into Storm and uses that moment’s grace to flee through a secret passage. He’d like to stay and fight but he is too drained of all strength.
In the passage way he is joined by Pierce announcing hysterically that they are beaten. He knows, Shaw replies calmly. He has lost battles before. The war rages on and, next time, the outcome will be different. For now, they have much to do.
Upstairs, Cyclops is doing his best to calm the party guests, to no avail as they run away hysterically. He is unaware that Mastermind is using his powers to make the crowd believe that Cyclops is attacking. At that moment, the water level in the storm sewers reaches the exposed cables and in the building the lights go out.
Cyclops wonders if Shaw’s goons are responsible. They’ll be sitting ducks for a counter attack. “Y’know, Cyke, we gotta stop meeting like this” a gruff voice announces as Wolverine shows up next to Scott, lighting a match. What happened to Leland, Scott inquires. Don’t ask, the other man recommends. The Professor is going to have a fit, Scott thinks, as he orders Wolverine to find Nightcrawler and Storm. They are getting out of here. Wolverine hates to leave a fight half-finished but, as he surprisingly admits for once, Cyclops is the boss.
Elsewhere, Jean Grey, still clad in her Black Queen garb, stands motionlessly among shadows, feeling dark fire consuming her soul. She knows what is happening to her and she cannot stop it. She can, however, have vengeance. Mastermind may be keeping himself invisible to everyone else, but she has no trouble perceiving him.
As he wonders how it was possible for Jean to break his telepathic control, she suddenly announces that he made a mistake: he “murdered” the man she loved before her eyes. Instead of severing her last connection with the X-Men, that shock acted like a bucket of icewater in her face and set her free. But he compensated for that, he stutters, his power-- is nothing, she announces as dark energies begin to gather around her.
Furiously, she pushes him against the wall with an energy claw. Does he have any idea what he has done, what he has set in motion? He came to her when she was vulnerable and filled the emotional void in her – made her trust him, maybe even love him - all the while he was just using her. Wyngarde begs her not to kill him.
She intends to do much worse, she announces. But first, she wants to know how he reached into her mind. He’s an illusionist, not a telepath. A mindtap mechanism designed by the White Queen, which allowed him to project illusions directly into her mind as well, as monitor her thoughts, he answers. Ingenious, Jean admits while she crushes the device. It enabled him to tailor his illusions to her most private fantasies, the repressed part of her soul. He gave her what she secretly wanted and used that to destroy her. It is only fair that she return the compliment. Jean’s eyes begin to glow as she tells him that through her sought power. She’ll grant him his wish. Wyngarde’s eyes turn wide in horror as she continues. She’ll give him power such as no living being has ever dreamed of.
At Jean’s touch, his mind expands at the speed of thought, racing instantly from one side of reality to the other, through all the infinite reaches of space and time. In the blink of an eye, Mastermind finds himself connected with the universe. Unable to cope, he screams and drowns as his limited awareness cannot cope with suddenly being transformed into a god. Unlike Jean, he cannot handle the experience and withdraws into a state of catatonia.
Jean mercilessly looks at his drooling, true form, leaning against the wall. She hopes he’ll enjoy his trip. He won’t be coming back.
She walks outside, as the obsidian flames burn brighter within her. In the distance, she hears a symphony of power well-remembered. She no longer can deny what is about to happen.
Scott runs to her, asking her if she is all right. Jean stutters and breaks off, as she holds one hand against her forehead, her attention clearly being elsewhere. Scott notices that she is dampening down their psychic rapport; she is hiding something. He inquires after Mastermind. She tells him that she took care of him, before striding ahead of Cyclops, taking charge. Scott asks her what’s wrong. He wants to help. He can’t, she thinks grimly. No one can.
All the X-Men meet in the foyer, as Jean tells them to run for it. The police are closing in and they mean to arrest the X-Men. From an upstairs window, Shaw watches them run. Grimly, he thinks that they should enjoy this moment. Before he is finished with them, they’ll be known throughout the country, the world even, as public enemy number one.
At Central Park, Cyclops gets to their skyplane hidden in the Central Park reservoir. His worries about Jean increase, but there is not much he can do until they are airborne and safely on their way. With the pressure off, maybe she’ll talk to him. The sooner he gets her to Professor X in New Mexico the better. Scott takes the pilot seat and gets the plane to take off
Storm and Colossus wonder why he seems so driven all of a sudden. Shouldn’t he be happy that they are all alive and unhurt?
Unnoticed to them, Jean is reeling under the impact of more sensations than she has names for, as her song of power reaches its inevitable crescendo. She knows what Scott is trying to do, but it is too late, for her, for them, for everything. Looking out of the window, Wolverine comments that the boys in blue have finally arrived – better late than never. The X-Men should be flattered. Looks like they rounded up an entire army.
Against an army, they would have a hope of survival. Against her, they have none, a voice announces. The X-Men turn around and stare in surprise and horror at Jean’s latest incarnation. Suddenly, she is wearing her Phoenix uniform again, but an uniform that is dark red instead of green. Her eyes aglow and dark energies swirling around her, Jean repeats the words she spoke, what seems like a lifetime ago: “Hear me, X-Men! No longer am I the woman you knew! I am fire! And life incarnate! Now and forever—I am Phoenix!”
And with that the plane explodes.