The episode begins in space, where a few small insect-like ships are being pursued by a huge armada of star-ships. On Earth, Professor Xavier is dreaming this scene as it happens. In the end, only one of the ships remains on the loose, the pilot of this craft is siting on a chair in the centre of the cabin, in a female voice, she says: “Help me Charles Xavier, for the sake of the future, Help Me!”

The Professor calls all available X-Men to the war room. The X-Men walk in dressed in their pajamas and grumbling from being woken up so late. Only Gambit has just come home and Rogue is still out on an undisclosed mission. The Professor tells the X-Men that he does not know what, but an event of immense importance is about to transpire in space, and the X-Men must be ready. For this reason, he tells them to stow aboard a space shuttle that will be launching the next day. He tells Storm to help the others board the shuttle, but that he would like her to remain on Earth. Cyclops goes to talk with Professor Xavier and asks for more details about the mission, but the Professor has none to give.

The X-Men fly in the Blackbird to the Eagle Rock Space Station. Storm uses her powers to create a dense fog to allow hem to enter unseen. Jean, Cyclops, Gambit, Jubilee, Wolverine and Beast enter the Space Station. Jubilee stays behind half-way, as she is their scapegoat. They intend the Security officers to catch her, so that they will not find the other X-Men aboard the shuttle. Jubilee complains that she never gets to have any fun as the other X-men leave. As intended, the security officers catch her and take her away. The X-Men walk in on the shuttle crew suiting up, Cyclops takes them out with his optic blasts, and they put the shuttle crew in a holding cell with plenty of food and water.

They are still suiting up when Dr. Corbeau, the intended pilot of the mission walks in. He panics momentarily as, as he does not recognise the faces he sees. Jean uses her telepathy to make him believe that they are his normal shuttle crew. The next day, the launch continues as planned. Storm and the Professor watch as the shuttle takes off. Storm then moves in to rescue Jubilee. Using her wind powers, she blows the security officers away and creates a whirlwind around Jubilee. The two of them land safely, and Jubilee asks if they can do it again.

In space, the shuttle docks safely at a Space Station, as Wolverine and Beast examine the solar probe, a capsule aboard the shuttle, which possesses full radiation shielding. The X-Men board the Space Station and Dr. Corbeau, still under Jeans’ influence, tells them that there is a large welcome waiting for them. Just then, Jean picks up something strange and states that it is a trap. She drops her telepathic manipulation of Dr. Corbeau and says that they should return to the shuttle. Before they can comply, green mist is pumped into the room. The X-Men try to use their powers, but they pass out before they can. The mist is sucked into the ventilation system, and the doors to the cabin open. In the doorway, there stands a man dressed in otherworldly armour. He introduces himself as Shi’ar’s emissary Eric the Red. Just then, he notices that the people before him are not the shuttle crew he was expecting. He contacts someone with a communicator on his arm, this person chides him for not preventing the stowaways. He commands the Space Station crew to collect Dr. Corbeau and to jettison the others into space that way the universe will see the price for aiding Lilandra.

As the crew prepares to open the air-lock, Jean wakes up, as she is able to partially create a psycho-kinetic bubble around herself before she passed out. She attempts to stop the crew from completing their tasks, but finds that some sort of mind-controlling device is controlling them and that she can’t override it. As the doors open, she and the others start to move toward the door. She uses her telekinetic powers to reverse the procedure and the doors close. The X-Men begin to wake up, as the doors re-open and several of the crew members enter, armed with guns they fire at the X-Men. After taking them out safely. Jean tells the others that Dr. Corbeau has been abducted.

Back inside, Eric the Red explains his plan to Dr. Corbeau. The solar anomaly Dr. Corbeau and his crew are there to study is in fact a wormhole. The wormhole is a gash in the fabric of space, which allows for rapid movement between two destinations. He states that the Shi’ar can create such a phenomenon when circumstances demand. He goes on to tell him that the rebel princess Lilandra will be coming through the wormhole shortly. For this reason he has mounted an energy weapon on the Space Station so that he might disable Lilandra’s ship.

The X-Men storm into the room and start taking out the mind-controlled Space station crew. During the fight, an alarm goes off, saying that there is activity in the wormhole. Eric the Red moves to complete his mission, but Cyclops blasts the control panel. As a result, the laser misses Lilandra’s ship. And she escapes.

Back on the station, things are heating up, as the Space Station is about to blow up. The X-Men collect the space station crew and high-tail it back to their shuttle. Desperately attempting to get away, they find that they are going to go right through the radiation trail dragging behind Lilandra’s ship. As their shuttle was damaged, they can’t adjust their course. Beast states that they should all get inside the solar probe, as its shielding should protect them from the radiation. On his shuttle, Eric the Red is contacted by the same person as before, who scolds him for not completing the mission.

Dr. Corbeau agrees, however, someone need to stay behind to pilot the ship, as the autopilot is down. After some bickering, Jean states that she is the only one who can do it. She telepathically absorbs Dr. Corbeau’s knowledge of the shuttle, and states that she can erect a telekinetic shield around herself to protect her. Once everyone is loaded into the pod safely, there is a beautiful moment between Wolverine and Jean in which he wishes her luck.

Back in the cockpit, everything starts out all right for Jean, however, once the ship enters the radiation storm, the strain of trying to maintain the shield against the radiation’s effects starts to get to her, and she screams loudly as the ship continues to plunge through the storm.