Muir Island, Jean Grey hangs suspended in mid air, hooked up to several machines. Moira MacTaggert speaks to her over the loudspeakers from a control booth, flanked by the Banshee and Professor Xavier. She recounts the events leading up to Jean taking the crystal into the sun, and asks her what happened to her there. More specifically, she asks why the Phoenix has not left Jean’s body. In response, Jean screams at the top of her lungs. The Professor takes the microphone from Moira and tries to calm her by saying that they are all there with her. Suddenly, Jean’s voice alters, and the Phoenix calls out that SHE is there too. Leaping at the chance to address her directly, the Professor asks the Phoenix why she still inhabits Jean’s body after her work has been completed? He tells her that she is doing Jean harm by remaining. Nevertheless, Phoenix only laughs, manifesting a fiery bird that sends the energy readings of the machines off the scale, causing several of the machines to short circuit. The entire side of the building explodes. In the now ruined control booth, Moira turns to Charles and solemnly tells him that she has done all she knows to do for Jean and while the psycho-neuro therapy helps to calm her the root problem remains, it is time to take her home. Nearby, Jean squeezes her eyes shut and calls out for Scott to help her.

New York City, Cyclops and Gambit, dressed as civilians, are in a club watching a woman perform. Gambit tells Cyclops to lighten-up. The show finishes and the artist, Dazzler, takes a bow while surrounded by flashing lights that seem to be coming from nowhere. Suddenly, Jean’s telepathic call connects with Cyclops and he hastily makes his exit, despite Gambit’s protestations that if anything were wrong Xavier would have contacted them. Cyclops sends Gambit back into the club to watch the rest of the show. As he walks away, Cyclops sees a man dressed in Victorian garb direct two men to grab Dazzler, as he goes to open the car door. Cyclops fires at the ground in front of the men holding Dazzler. They fire at him and he ducks behind a wall, managing to take them both out with his optic blasts. The Victorian man moves to strike him and Cyclops fires at him, though the energy simple bounces off him with a metallic clang. The man rips off his right sleeve, revealing a completely robotic arm. He punches through the hood of Dazzler’s car, pulling out the engine and hurling it at Cyclops. Moving quickly, Cyclops shatters the engine as it flies toward him, though he is knocked to the ground as razor sharp shards assail him. The man dislodges a nearby traffic sign and swings it menacingly at Cyclops as he approaches. Just as he is about to pummel Cyclops, Dazzler raises her hands and blinds the man with a cascade of flashing lights. The man races away in a limousine, and Cyclops interrogates Dazzler as to who her assailants were? She simply states that he is a jerk who does not know how to take ‘no’ for an answer. She flirtatiously asks Cyclops whether he will be returning the following night in order to protect her should the men come back again. He agrees, as he would like a chance to talk to her about her powers.

Back at the Mansion, Wolverine rifles through the refrigerator. As he fixes himself a sandwich, Cyclops appears in the door. Wolverine jokes about his disheveled appearance, they begin to discuss the evenings and Dazzler, when Jean appears in the doorway, still dressed in her Phoenix uniform.

Cyclops embraces her, asking her how she is doing. She states plainly that the therapy helped and that she is better. The Professor appears behind them, flanked by Beast and Storm. He informs them that the journey has greatly tired Jean and that she should rest. Storm takes her by the arm and leads her out of the room. Once she is gone, Cyclops lashes out, commenting on how cold and distant she was with him. The Professor tries to reassure him, but Cyclops simply states that no one can live possessed by another being. The Professor goes on to say that Cyclops is integral to the next phase of Jean’s therapy, as it is only through the unique psychic rapport shared between the two of them that they can hope to reach Jean.

Meanwhile in the City, at a Member’s Club building called the Circle Club. The man who attacked Dazzler addresses two men, similarly dressed in Victorian garb. He tells them that Dazzler was not right for them, as through the ages, only the strongest and most powerful has been allowed to join the Inner Circle. They bicker among themselves for a moment about the man, called Pierce, and his failure to apprehend Dazzler. One of the two men mockingly addresses the other, commenting that he warned him not to send a boy to do a man’s job. In response, Pierce knocks the man’s water glass out of his hand and threatens to show him just how manly he really is. The man lifts his hand and purple energy begins to radiate from both his hand and strangely appearing at the edges of Pierce’s arm, as well. Pierce drops to the floor, his hand seemingly stuck to the ground. The other man, called Shaw, stops the man called Leland. He reminds him of his pledge of allegiance to this club as well as to its members. Just then, another man dressed in Victorian attire and a woman dressed in Lingerie appears in the door. The man tells Shaw to forget Dazzler, and the woman brags that her psychic powers have allowed her to discover a source of power greater than even he can imagine. She is talking about the Phoenix. She recounts the history of the Phoenix as the guardian of the M’Kraan crystal, how she came to possess Jean Grey and finally, depositing the gem in the sun.

She then explains how the Phoenix came to return to Earth and was found by the X-Men once again. Leland questions her as to how she knows so much about the goings on of the X-Men, and inquires as to the source of her information. She replies smugly that she has managed to hack into Xavier’s own Computer. She then approaches Shaw, telling him that the Phoenix could be the source of limitless power and that tradition demands that the Inner Circle wield such power. Shaw asks how it would be possible to accost the Phoenix into joining them. At this, the man who entered with her steps forward and states that the Phoenix is only as strong as the mind that controls it.

Back at the Mansion, the Professor attempts to probe Jean’s mind in order to learn more about the Phoenix. Jean begins to explain that the Phoenix hungers, when suddenly the Phoenix seizes control. The Professor tries to help Jean control her with his mind. She calls out to the Professor meekly as she slumps back against the bed. He tells her to relax and exits the room. Beast goes after him and asks what he managed to learn about the Phoenix. The Professor tells him that the Phoenix’ mind is becoming dominant, and theorizes that her reluctance to leave Jean’s body stems from the fact that she is experiencing new emotional sensations through her body. Back in her bedroom, Cyclops explains that he has to go back to the Club in order to protect Dazzler. Her voice changes and she accuses him of leaving her to be with another woman. He tries to explain to her that there is nothing to be jealous of, but Jean’s eyes go completely white and she threatens that he might need to protect Dazzler from HER. He calls out to her that she cannot really mean that and Jean agrees, her voice returning to normal. Nevertheless, she cautions him that the Phoenix does. He assures her that they will find a way to save her, and agrees to stay a while longer. Later, Storm approaches him and says that he should get going. At the Circle Club, Emma Frost telepathically determines that Jean is asleep, and tells Wyngarde he can begin. He boasts that once inside her mind he can create any illusion he wishes.

Masterminds Illusion :

In her bed, Jean’s clothes suddenly change to a long gown, and she finds herself in the ocean. She swims to the surface, and a man dives from a nearby sailboat to save her. He carries her inside and lays her down on a bed, telling her that she is safe. She tells him that she does not belong here, and that this is not her time, but he convinces her that she is simply upset from almost drowning. Later, she meets him on deck, and questions him about her history as an X-Man, and he simply writes it off as a dream. He then fills her mind with false memories of their life together and the two of them kiss. However, as she kisses him, she sees herself kissing Scott and she wakes up.

Waking up :

Storm is instantly at her side, and Jean tells her of the incredibly real dream she has just had. She claims that she is very tired and asks Storm to fetch a glass of water. Back at the Circle Club, Wyngarde calls out that it was not enough. Emma explains that she had to break contact, as Jean’s troubled mind reflexively sought the protection of one with whom she shares a psychic rapport. He grabs her by the arm and tells her that they have to find her tonight.

Back at the Mansion, Storm returns with Jean’s water. She walked into Jean’s room and finds the sheets scorched and the windows open. She runs to the window and calls out for Jean. Jean lands outside the club where Scott is, now dressed in her Phoenix uniform. However, instead of the signature Green and White, the costume is now red and gold. She commands the Phoenix to stay back and shifts into civilian clothes before walking inside. Dazzler is performing, flirting with Scott from the stage. Jean walks in from the back of the club, just in time to see the end of the show and Dazzler hopping off stage to kiss Scott. Outside, Emma and Wyngarde arrive in a limousine. She telepathically determines that Jean is not only inside the club, but that her emotional state has suddenly altered dramatically. She tells Wyngarde to connect with her now. He walks inside and takes Jean’s hand, altering her perceived reality to match his Victorian illusion. She kisses him and they leave together. Scott notes that something is very wrong and he and Dazzler follow. Outside, they are just in time to see Jean get into the limousine with Wyngarde. However, before they can stop them, more goons like the ones who attacked Dazzler try to stop them. They pile on Scott, but Dazzler dispatches them with more of her light shows.

Later at the headquarters of the Circle Club, Storm creates a fog to hide the X-Men. Cyclops asks Wolverine if he is sure Jean is there, and Wolverine simply states that his nose does not lie. Cyclops then wonders why the Professor could not locate Jean telepathically, and Storm places her hand on his shoulder, telling him solemnly that maybe Jean does not WANT to be found. Rogue asks what they are waiting for, and Wolverine suggests that they charge through the front door. However, Cyclops feels it best to send Rogue ahead to scout. She flies up to the roof and looks in through the skylight. She is just in time to see Shaw marry Jean to Wyngarde. She charges in through the skylight, and Storm calls a whirlwind to carry the rest of the X-Men to the roof as well. Inside, Rogue tries to shake Jean from her daze, but Shaw tells her that it is no use and invites her to turn her physical violence on him. She complies, but the force of her blows has no effect. Instead, he punches her through the far wall. Just then, the X-Men bust in through the roof. Emma takes out Scott with a psychic blast. A fight ensues. Pierce grabs Gambit, after he dispatches Emma with an explosive card.

Beast orders Pierce to drop Gambit, so Pierce hurls Gambit at Beast, taking them both out. Wolverine damages Pierce’s arm and Storm hits him with a bolt of lightning. Leland turns his powers on Wolverine and sends him hurtling down through several floors into the sewers below the building. Cyclops blasts Shaw but it has no effect. If anything, his blasts are making him stronger. Shaw punches Cyclops out. The only remaining X-Man, Storm manages to take out Emma, Pierce, and Leland with her lightning. She then freezes Shaw in place, before she is finally dropped from behind. She looks up and to her horror, sees Jean standing over her dressed in her Phoenix uniform. She calls out to Jean, but she is quickly corrected. She tells Storm that it is not Jean, only her body and her delicious senses. She states regally that she is the Phoenix. Wyngarde commends her from the side. She turns to him and says, "Thank you, my husband!"