At Cassidy Keep, Xavier assures Lilandra that everything will be all right now that the X-Men are there. She states that they must return to her ship, but that her transporter is not strong enough to take the X-Men with her. Just then, the Phoenix, getting up from when she collapsed earlier, states that she is. Wolverine helps her, and tells her that she doesn’t look like she is. She states that Jean's body is young and strong, and recovers quickly. In the background, jet engines can be heard, Lilandra fears that it is her brother, but Xavier telepathically verifies that it is not, it is in fact the rest of The X-Men.

Cyclops, Storm and Beast step out of the jet. Cyclops goes to Jean, who is now hovering high above them. She uses her telepathy to see inside D’Ken's ship, surrounding him are his Imperial Guard. A woman notices the telepathic presence and tries to identify the telepathic intruder. Cyclops calls out to Jean and she cuts the connection, she floats down to him and states that it is good that he has come.

Nearby, Beast speaks to Lilandra, and states that he pleased to learn that she is not a figment of the Professor’s imagination, and that he is eager to learn more about her people. Just then, Cyclops and Phoenix rejoin the group. She tells them that in their hands, there lies the fate of a billion star systems, and of lives beyond measure. Then, she states that it is time to go. She floats into the sky and erects a huge raptor around her. She envelops all of the people present in her wings and flies off. However, she does not take everyone with her, she leaves the Professor, Storm, Jubilee, Moira MacTaggert and The Banshee behind. The Professor yells after her that she should not leave him behind, but Jubilee assures him that it is no use, and that she thought the way Jean said good bye was if she were never coming back.

As the Phoenix flies into space, a shockwave of some sort circles the globe. It is first spotted by Captain Britain in London, then by Emma Frost in the Hellfire Club and finally by Doctor Strange. The Phoenix flies past the moon to where Lilandra’s ship is. She flies into it and places the X-Men safely on the bridge. She collapses, but just as soon states that she will be all right. They then turn their attention to the M’Kraan crystal, which is suspended in a force field. Rogue mentions how small it is and Gambit asks how someone could fit an entire galaxy in there. Beast happily answers his question with an extremely complicated scientific answer.

Jean telepathically senses a ship approaching, and says that they must move quickly to safeguard the crystal. But the ship is closer than she thought and it fires several bolts of energy at the ship. It smashes through the shield surrounding the ship, Lilandra desperately tells the pilot to take evasive action, but the other ship manages to fire a bolt directly at the ship. Inside, all of the passengers collapse. They wake up immediately after and Beast notes that it was a stun ray. Lilandra is the only one who has been knocked unconscious by the ray, and Beast theorises that the ray was meant specifically for Shi’ar lifeforms. A docking bridge is extended between the two ships, and three passengers board the ship. One of them, a huge reptilian creature states how ugly the aliens on board are. Their leader tells them to get the crystal. Wolverine moves to tackle him, but is blasted away. Beast admires the weaponry they use, but is then himself shot by a cat-like woman. Rogue flies toward her, narrowly evading her shots, and grabs her by the tail. The Phoenix notes that these are not the Emperor’s troops. Instead, they are an intergalactic band of pirates known as the Starjammers.

Their leader speaks to the last member of their band named Raza via communicator and tells him to recalibrate the stun ray for humans. Raza protests but is silenced by their leader. Cyclops is about to blast him, but Jean reads the mans mind, and sees two boys standing in front of him, one of them wearing glasses. She stops Cyclops from firing, stating that he can’t. This gives the man time to give the command to fire at full power. The ray courses through the ship and all of the humans collapse. Including the leader of the band, identified as Corsair.

Wolverine is the first of the X-Men to wake up, he finds Jean steadying herself against a control panel. She states that they took the crystal and Cyclops. He helps her to a seat and asks her why she stopped Cyclops from blasting Corsair, she says that she can’t tell him. But thinks to herself that Corsair is Scott’s father.

Back on the Starjammer's ship, Raza questions Corsair about taking Cyclops and asks if he is a hostage. Corsair instead says that he is a weapon, the last one they’ll ever need. In a holding cell, Cyclops hands are shackled and a machine is placed on his visor. Theoretically, this is some sort of neutraliser, to disable the use of his powers. Outside the Imperial cruiser, Gladiator drags the damaged ship of Eric the Red into the docking bay. The Emperor scolds him for not having completed his mission. Inside the throne room, he yells at Gladiator for allowing lowly earth creatures to defeat him. Gladiator defends himself by mentioning the Phoenix. D’Ken dismisses it as a myth, but Gladiator tells him that he has seen her.

Just then, a holographic image of Corsair appears between them. He shows D’Ken the crystal, and asks for half the Imperial treasury in return for it. D’Ken agrees, but just as soon as the image disappears, tells Gladiator to ready the Imperial guard, as they are to destroy Corsair and his team as soon as he has the crystal. Back on the Starjammer’s ship, Corsair goes to speak to the now awake Cyclops. He tells him of his plan to sell the crystal to D’Ken. Cyclops tells him that this is madness. But Corsair says that he has no intention of giving the crystal to D’Ken. He intends to kill him, using Cyclops optic blasts. At first he refuses, but Corsair tells him of the millions D’Ken has killed in his quest for the crystal. And that one of those millions was his wife.

Back on Lilandra’s ship, the X-men are standing around trying to keep themselves busy as they pursue the Starjammers. Beast is studying a schematic of the ship they are in; Gambit tosses cards into a helmet as Wolverine nervously paces the room. Lilandra bangs the control panel and says that they are not fast enough. She walks over to the Phoenix, and asks her to transport her to the ship, the same way that she brought them there. But Jean says that she still too weak. However, she tells Lilandra to be patient, as she will soon recover, and that she grows stronger each time she uses her powers.

Corsair re-renters Cyclops holding cell and tells him that it is time. Cyclops says that for the sake of the universe, he will kill D’Ken. Corsair places the crystal in a container and greets the Starjammers. He tells them to leave if anything should go wrong but they refuse. They extend a docking bridge between them and the Imperial cruiser, and Cyclops and Corsair get on it. As they slowly move toward the ship, Corsair tells Cyclops that he too comes from Earth. He says that he would have liked to see it again now that they are so close to Earth. He asks Cyclops if he has any children, and states that he wouldn’t know his now if he saw them. Then there is a beautiful moment where he states that his oldest boy had his mother's eyes.

On Lilandra’s ship, the Phoenix states that she intends to use the unique psychic bond she and Cyclops have as a homing beacon. On the Imperial Cruiser, Scott and Corsair walk toward D’Ken, seated on his thrown. He states that he can fell the power of the crystal. Corsair leans over to Cyclops and tells him to do it, just then, Jean makes contact with him, she once again transports the X-Men, this time to the Imperial Cruiser.

They appear in the middle of the throne room and Jean collapses. Corsair chases after D’Ken, and jumps on top of him. While the X-men engage the Imperial guard in battle. Corsair is strangling D’Ken, when his features melt into that of one of the Imperial Guards. On a balcony high above them, the real D’Ken orders Gladiator to retrieve the crystal. As the battle wears on Rogue pries the crystal from Gladiator and hands it to Lilandra.

D’Ken orders Gladiator to cut off the X-Men’s retreat, and he flies to close the doors. Lilandra and Phoenix make it out, as Beast struggles to hold the door up. Wolverine tries to help him, until Rogue finally holds up the door. Once all of the X-Men are safely beyond the doors, they find that D’Ken now has the crystal, and next to him, Gladiator stands holding Lilandra.

D’Ken states that if the X-Men make one false move Gladiator will crush her. He begins to recite the ritual to breach the crystal. Phoenix flies into the air and grabs the crystal, but she is too late and D’Ken’s features change into a strange lavender crystal. As he fires bolts of energy from his eyes, the Phoenix shields them and explains that they and everything in the galaxy will soon be sucked into the crystal.