Four weeks ago…
Cyclops is wearing the original costume of the mutant speedster known as Quicksilver. Jean Grey masquerades as the Scarlet Witch, and the Beast performs a wonderful impersonation of the Toad. Together, they activate a simulation in the Danger Room, where they fight as some of their deadliest enemies against simulative Sentinel robots. The students of Charles Xavier carve a path of devastation through the ranks of the Sentinels, the machines that have been built to destroy them. Together, the X-Men team-up and perform a wonderful battle against the gigantic robots, hoping to win the day. But, now, it’s time to move over to the more important things…
Cyclops, Beast and Jean are startled when they arrive at home after spending some time in the Savage Land, and find none other than the famous Fantastic Four as their guests! Scott asks them why they are there. Reed confirms that they are here for a very good reason, as the Professor claimed the reason might involve the safety of the entire human race. Beast doesn’t really believe that, as they X-Men have heard that phrase all to many times before, because mostly it resulted in yet another attack on mutantkind.
Reed didn’t mean to hurt Hank’s feelings and apologizes for it, claiming that, unlike most others, he does see mutants as ordinary humans and doesn’t hate them. Ben wants to know why Xavier went into their heads when they arrived. Xavier defends that it was just for safety reasons and nothing more. He tells the young X-Men to get into their uniforms, and to meet with him later in the Briefing Room in about ten minutes.
As she returns to her room, Jean finds it odd that she can still sense something wrong with the Professor. She believes that the gamma radiation which Xavier instructed them to use to restart his mind may not have had the effect they all hoped it would have. However, she can’t be sure about it. Jean realizes that she has only been a functional telepath for a short time, and isn’t anywhere near adept enough to probe all of Charles’ mind. Not without him detecting it, anyway. She opens up her wardrobe and notices that no one did any laundry while the team was away, resulting in her not having any clean uniforms to wear. She opens up a drawer and stands corrected: she found her original black and gold uniform again. Jean wonders if it would still fit her, and puts it on.
Jean happily smiles at the lovely result. She always liked the design of these old suits, and believes that a little trimming here and there has brought this one right up to date. Charles meets up with Jean and notices she found the costume he laid out for her. He wants her to follow him so he can continue the introductions to the other X-Men. Jean doesn’t understand. Charles suddenly gets a headache, and apologizes for it. His mind seemed to have wandered off for a moment. When Jean asks if he’s alright, Charles claims that he’s fine, and tells her to follow him as the Fantastic Four are waiting. Jean agrees, but promises to herself that, the first chance she gets, she’s going to inform Scott and Hank about what just happened.
Later, at the Briefing Room, Ben jokingly congratulates Xavier on the nice furniture he has in the room. It looks like Reed isn’t the only one who shops at Toys ‘R’ Us. Reed doesn’t want to hear any more jokes, and wants Xavier to explain things now. Xavier confirms that indeed, nine days ago, he used his telepathic powers to create a link between the minds of every man, woman and child on this planet! It was only by such an extraordinary bounding of the human race that the X-Men were able to beat back the invading army of the Z’Nox. He asks everyone to turn their attention to a far wall, and explains he shall create a series of mental images, which will tell his tale in full. He uses his powers to show the Fantastic Four a picture of the Z’Nox, and Johnny is startled by their hideous looks, joking that they sure don’t look like Mel Gibson.
Ben tells Johnny to be quiet, as he’s got the feeling something really serious is going to come out of this. Xavier can only confirm that. He further explains to the Fantastic Four that the Z’Nox are a marauding race spawned within the vast lens of the Andromeda Galaxy. Millennia ago, Z’Nox scientists, or perhaps scientists of other races the Z’Nox enslaved, developed the most powerful weapon imaginable. It was a gravity transformer drive, which allowed them to transport their entire planet across the cosmos! This, the Z’Nox did, heedless of the world-shattering damage they wrought upon other globes.
Ben is surprised that these creepy aliens seem to come from Andromeda, and asks Reed if that isn’t where the Skrulls also originate from. Reed asks Xavier if the Z’Nox recently attempted an invasion of the Earth. He explains that his instruments at the Baxter Building indicated something of the kind. He discovered the readings when they returned to their headquarters after their recent encounter with the Mad Thinker. Xavier confirms it. He believes that if such a wholesale slaughter and destruction could be considered as an invasion. The Z’Nox are space-bourn locusts, and salvage and pillage their target plane and then move on!
Crystal doesn’t understand it. She asks, if what the Professor says is all true, how all this led to him using his telepathic powers to link every mind on Earth with each other. Xavier defends that it was the only defense he could conceive against the Z’Nox at the time. He reveals that, some months ago, he detected at the school the approaching planet only by the most fortuitous stroke of luck. He knew he would have to devote all of his energy into finding a defense. And that was when the mutant called Changeling arrived.
Changeling broke into the school, surprising Xavier that he had managed to break in. Changeling claimed it wasn’t so tough for him, because he can easily change his shape. He admitted that he and Xavier had been on opposite sides in the past, but now he had a favor to ask. He knew that he was a walking dead man, since he’s had cancer, with the doctors concluding he only has a few months left to live. Xavier’s mutant powers allowed him to confirm the serenity of Changeling’s reason for coming to the X-Men’s headquarters, and so he only informed Marvel Girl about his plan. Once Jean was brought to the Professor, he explained to her that the Changeling would use his morphing abilities to assume his form. Xavier himself would then share his power with both Jean and the Changeling, so the Changeling can take in the place of the X-Men’s leader.
Thus did the Changeling hope to find his own kind of redemption. But then, something happened which Xavier hadn’t anticipated. While in battle with the subhuman Grotesk, the Changeling was killed, while still wearing Xavier’s form! Jean was aware that it wasn’t the real Charles Xavier who had died that day, but she couldn’t inform the others about this without permission from the Professor. He was still locked away in the mansion, out of contact with even her newfound telepathic powers!
Reed realizes that this is a most unfortunate situation. But, there is still one question left unanswered. Xavier realizes that Reed is talking about the precise nature of the defense he conceived against the Z’Nox. As the Z’Nox world approached, Charles was able to learn more and more about their alien nature. And he discovered that they were a race upon whom uncaring evolution had played a cruel trick. They were utterly and completely without compassion. The aliens understood nothing but cruelty and war. And so Xavier set about training his X-Men to focus their most individual talents in a most unique way!
An advanced scouting party of Z’Nox had built a base on the eternal icecap of the South Pole. This base, the X-Men penetrated, and as they did so, Xavier reached out with his telepathy, pushing his mind past all limits he had previously known, to create a fleeting link between the minds of every human being on Earth! The power of those entwined minds he then channeled into Marvel Girl, who in turn transmitted the mental energy into Havok, who focused his portion into the brain of his brother Cyclops, while Iceman used his freezing powers to insure the terrible force of those energies did not consume all of them. Thus, all in one shining instant, the true meaning of what it is to be human was thrust into the alien minds of the invading Z’Nox.
It was more than the Z’Nox’ alien minds and souls could tolerate. It corroded their will to conquer as acid corrodes unprotected metal. To save themselves, the Z’Nox destroyed their Antarctic base and fled, hurling back into the immeasurable infinity of the universe! Both Ben and Johnny are impressed by the story. Jean adds that the strain was almost too much for the Professor. He nearly died for real this time!
Hesitant, Xavier admits that it was all well worth the risk. He only did what had to be done. Reed still isn’t sure about it. Ben jokes that he recognizes that tone in Reed’s voice, thinking he is about to say something frosting about all this. Reed defends that isn’t his intent, but he must admit he is troubled by it all. He asks Charles if he is saying that this stunt of his caused some sort of permanent change in the inherent nature of the Z’Nox.
Xavier denies that. He defends that he wishes that was the case, but all he was able to do was drive the Z’Nox away from Earth. Crystal realizes that means the aliens are still out there, somewhere. Reed thinks so too, and that the Z’Nox are probably already making plans to attack another world. Cyclops admits none of the X-Men thought about that possibility. Xavier admits he didn’t, either. His focus was entirely upon the salvation of Earth and he gave no thought about anyone else.
Ben cheers Xavier up telling him not to worry about it. After all, the X-Men aren’t used to dealing with this kind of stuff like the Fantastic Four are. Reed admits that isn’t how he would have put it, but it’s accurate. Cyclops believes that the question now is trying to find out if the Z’Nox are still out there, and what they are going to do about it.
Meanwhile, elsewhere on the ocean…
The sea captain still can’t believe he let Arnstrong let him talk into doing this. Arnstrong defends he didn’t do much talking, because the captain realized that this is where the money is. The sea captain confirms it and steers towards another ship. Along the way, he explains that he has been on the seas for forty years now, and with this one act he’ll get more money he ever made in all those years combined. They meet up with another captain named Kreuger, who confirms the Captain’s thoughts. Arnstrong shows Kreuger that they brought the tied-up Angel and Avia with them. Kreuger happily smiles, and thanks the two for it.
Four hours later, at a secluded private airfield in Upstate New York…
The Fantastic Four have brought the X-Men to a giant hangar, and Beast is impressed by their gigantic spaceship! Cyclops is impressed as well, but thinks the ship doesn’t look like it has just been built with human technology. Ben confirms that, and mentions that the bigger part of the ship has been built with alien Skrull technology. Reed confirms that, and mentions that for all intents and purposes, this is a Skrull spaceship. And therefore, it is ideally suited for the pursuit of another race spawned in the Andromeda Galaxy!
As they head into outer space, Beast gets more and more excited and impressed, and jokes he discovered another reason why people call Reed “Mr. Fantastic.” Ben jokes that Beast will get more used to this if he does this kind of thing on a monthly basis, like the team does. Reed smiles that it’s always nice when people appreciate his work.
Scott walks over to Jean, who sits alone in the back of the ship. He asks if she’s alright. He noticed that ever since they left the Earth, she has been strangely quiet. Jean apologizes for it. She thinks that she’s probably just overwhelmed by the sheer majesty of all this. Scott doesn’t buy that. It’s more than just that as he can feel it. He wants to know what’s troubling her. Jean admits that lots of things are troubling her mind right now. And this trip hasn’t got anything to do with those things. It’s just a strange feeling she has. Ever since they left the Earth, it almost feels like someone is watching her.
Reed instructs everyone to stand by, mentioning that they’ve locked onto the ionic distortion pattern of the Z’Nox gravity drive. Reed has made the ship ready, and a giant vortex opens, making it clear to everyone that they are now entering hyperspace!
Meanwhile, back at Xavier’s…
Candy arrives at the school again, and calls out wondering if anyone’s home. But, nobody answers. She believes that it looks like Xavier kept his word, as her entering the mansion isn’t setting off any kind of alarms. She likes that idea, as she would hate to be involved with another robot sentry, like before. However, a security robot does arrive and asks Candy to identify herself. She does as told, and later asks the robot to step aside as she’s got some disturbing news to tell to Warren. But the robot refuses to step aside, at least not for as long as Professor X gives him his permission.
And at the Savage Land…
Havok steers the ship where he, Lorna and Ka-Zar sit in back home. Lorna jokes that this has been a lousy trip: they came there looking for the missing X-Men, who came to the Savage Land to find out if Magneto had really died, and now they have learned from the natives they encountered that it was in fact Magneto’s ghost, who had been causing the trouble down there. Ka-Zar thinks that’s all Havok and Lorna need to know. Alex isn’t so sure about that. He recalls that the ancient native woman said something about something “magic” being there that made people live forever, and he fears what’s going to happen if Magneto somehow hooked onto that.
Lorna warns Havok, as the mini-Cerebro unit mounted in the dashboard is registering a mutant presence. Alex recognizes the signal. It’s not just any mutant: it’s Iceman! Lorna remembers that Iceman quit the X-Men, so she wonders what he’s doing here in the Savage Land?
In outer space…
Reed informs that the hyperspace jump has been successfully completed. Beast got a little sick by it. Ben jokes about it, mentioning that Reed has a bad habit leaving out comfort for others. Reed warns everyone to head up, and that his calculations were almost correct. They will be entering orbit around the Z’Nox world in thirty seconds! Z’Nox already spot the heroes, and start attacking them in ships without provocation. Johnny thinks that’s great, as now he’ll finally get the chance again to use this oxygen web suit that allows him to fly into space. The Human Torch flames on and flies out, ready for action!
Hank and Jean are impressed by the fact that Johnny is able to fly outside. But, they notice that the door of the ship is still open, fearing that the cold air might kill them soon! Crystal calms them down, explaining that this ship is encased in a permeable force field. That field won’t allow the air to escape, but will allow the passage of large bodies, and will let them able to fight back. Cyclops thinks that’s great to hear, and admits that after the Professor described the looks of the Z’Nox, he was kind of hankering for a chance to take them down. He fires an optic blast and destroys a couple Z’Nox ships.
Ben attaches a rope against the ship and flies outside, wanting to have his share of the action. He heads towards another Z’Nox ship and starts tearing it apart. Johnny is thrilled and is happy to finally be fighting. Beast follows Ben’s example and joins the fight. Scott compliments Crystal about how good she is with her energy zaps that come from her hands, and asks if all the Inhumans are so adept. Crystal smiles that she does have the honor of belonging to the Royal Family.
Jean remains at the back of the ship, and can feel that “it” is still there. She can feel a… presence in her mind, which has been there ever since they left the Earth. It almost feels like something is probing her, scanning every atom of her being. It’s… reaching into her… and changing her! The force is turning her into something else. Something that is the living embodiment of raw, naked power! A yellow/orange glow starts surrounding Jean, and she unleashes a vast amount of power, which shapes itself in the form of a phoenix!