Inside the Imperial Star Cruiser, D’Ken has recited an ancient incantation and in so doing has released the limitless power of the M’Kraan crystal. The Phoenix has erected a shield around the X-Men, as D’Ken fires bolts of energy from his eyes at them. He is pulled inside the crystal, and the Phoenix explains that they may soon follow. She teleports the X-Men to the Starjammer, while she herself flies back to the Imperial Cruiser. On board the cruiser, the Imperial guard are also making their escape. The Phoenix attempts to heal the damage D’Ken has done to the crystal, but is pulled inside before she has a chance to do so.

As the Starjammer races away at full speed, its occupants watch in horror as the entire Imperial Cruiser implodes and is sucked into the crystal. Cyclops calls out for Jean, whom he realises has also been drawn in. Just then, the crystal begins emitting waves of energy, at first they move away from the crystal, but just as suddenly as they appeared they begin to move back in, drawing everything, including the nearby ships, toward itself. Nearby, the crystal starts absorbing the light of the sun.

Back on Earth, Jubilee stands watching the sunset, when she suddenly notices that it is disappearing. She runs inside and tells the Professor. Beside Xavier stands both Moira Mactaggert and Sean Cassidy, they are monitoring the area of space from where the strange energy readings are coming. On a view screen Storm tells the professor of various natural disasters raging around the globe, and that she will do what she can. They theorise correctly that it is the M’Kraan crystal that is causing this disturbance.

Back in Space, the crew of the Starjammer attempts everything humanly possible to prevent them from being sucked into the crystal, but to no avail. Eventually they are pulled in. They crash-land on a barren landscape. On the ground, veins and what appears to be grey matter are pulsating. In the centre of the structure they have landed on, there is a shaft of light, in the centre there hangs suspended a ball of energy. On the ground, there lies a broken 2-dimensional image of the Phoenix. Inside the ship, Gambit jokes with Rogue that if they have just did that it is not so bad. They walk out of the ship and are joined by the Imperial Guard. Lilandra looks around and asks what has happened to D’Ken.

Suddenly, his voice booms from all directions. He states regally that he lives, and appears in the form of a giant in front of them. Lilandra attempts to reason with D’Ken that they must join forces to prevent the destruction of their empire. But D’Ken states that he hungers for such destruction. Gladiator flies toward D’Ken and attempts to engage him in battle. But his fists get caught in D’Ken’s chest, and he is blasted away. Then, everyone present does what he or she can to battle D’Ken. Titan runs behind D’Ken and grows to the same size as him. He punches D’Ken and he shatters into a million pieces.

However, D’Ken’s ghostly image appears all around them. He conjures up rock creatures, and the X- Men and the Imperial Guard join forces to defeat them. D’Ken encases Lilandra in a bubble of energy and draws her toward him. Cyclops speaks to Wolverine and sombrely tells him that he doesn’t think there is a way for them to win this battle.

Back on Earth, natural disasters are plaguing the globe. In Japan, Sunfire uses his atomic heat powers to protect an onrushing train from volcanic missiles. In Athens, Alpha Flight uses their powers to protect the people from falling debris. In Africa, Mishnaré directs people toward shelter from extreme winds. In New York City, Iron Man, and Spider Man do what they can for the people. On the Brooklyn Bridge, a tidal approaches. Storm flies in and uses hurricane winds to drive it back. The Professor who congratulates her for her work contacts her.

Back inside the crystal, the Phoenix comes to life from the broken and battered image on the ground. She manifests herself as a huge firebird, and appears behind D’Ken. He loses concentration and drops the bubble around Lilandra, Gladiator, who tells her that they are safe now, catches her. The Phoenix encases everyone in her wings, and shields them as D’Ken fires at them. She teleports them to Lilandra’s ship outside the crystal. Inside, the Phoenix explains that Jean was chosen for her empathic powers, and that she was able to feel the crystal’s pain while The Phoenix could not. She says farewell to her friends and tells them that she loves them all. She kisses Cyclops, and as she does, they rise into the air. Her hair seems to transform into fire, and as she places him safely on the ground, she becomes completely made up of fire and she flies back to the crystal.

Inside, D’Ken boasts that he and the crystal are one. Jean attempts to encase him inside permanently, but she is not strong enough. She draws on the various strengths of the X-Men to help her. She manages to place a grid around the crystal and finally stops D’Ken. Back on earth Jubilee comments that the sun is returning to normal, meaning the X-men must have won. But the Professor is apprehensive, as he asks at what price this victory cost them.

Back on Lilandra’s ship, the image of Jean is sculpted in fire on a view screen. She explains that she must take the crystal to the heart of the sun. Though nothing can destroy the crystal, it will be safe there, as will she. She expresses her regret to Cyclops and flies off. She plunges into the heart of the sun and then she is one.

Back on Earth, Lilandra and Corsair say their final goodbyes and fly off. The Professor attempts to comfort Cyclops, but to no avail. Cyclops stares at the sunset and imagines the image of Jean in the sun.