The “Starjammers“ have spotted Storm and Banshee ready to attack, and decide to open fire. Behind them Gambit climbs out of the starcruisers hangar and attacks the Starjammers, as he can't allow his friends to get harmed. Gambit explains that he has still to learn the many secerts of the Banshee, and he has grown quite fond of Storm. Gambit throws his charged-up cards, damaging the weapons console, and the blasts meant for the X-Men miss their targets.
Outside, Banshee blames Forge that the cloaking field does't work as well as he hoped, as the spacesuits were supposed to make them invisible. Forge explains that with the rushed deaprture of Lila Cheney and Deathbird their is no way he can both fly his skysled and work the claoking field at the same time. Storm stops the argueing and uses her mutant powers to create a wind so powerful, that the starcruiser falls a bit out of course, so it buys them some time. However the storm also wrecks Forges skysled, and Forge falls into space. Yet Forge quickly reacts and fires a hook attached to a cable towards the Starjammers‘ ship. Forge is pulled along, and now only needs to find an entrance.
Inside, Gambit is still fighting the “Starjammers“. The sensors register a breach in hull integrity and Hepzibah tells the others to check it out, as she can deal with gambit herself. When the others ask if she is sure, Hepzibah reverts to her true form, that of a Warskrull, and intends to Gambit off. The X-Man is not impressed at all and prepares for yet another fight.
In the meantime, Forge has found his way into the starcruiser and is about to dismantle their core. However, Forge gets surprised by the Skrull who is impersonating Ch'od and a fight starts. Forge tries to defend himself by pulling out his handgun, but it doesn't seem to harm his opponent. Fortunetaly Banshee enters, and he uses his sonic powers to knock out the Skrull, but Forge faints out too. Raza enters and takes it on to Banshee. He throws dust into the air, making it next to impossible for Banshee to scream and is about to severe his head with his sword. By then Storm enters and makes Raza lose balance with her wind, but she in turn is shot by Corsair. Storm’s armored costume took the blunt of the blast, but she plays possum and when Corsair checks her body is she is really out cold, she kicks him to the head. When Corsair talks about “slaying these humans“ she knows that it can’t be the real one, but has to be an imposter. “Corsair“ tells her that she is correct with her assumption and to demonstrate he too morpühs into the Warskrull form. Storm and banshee help Forge up, and they wonder how to effectively deal with the aliens.
In the meantime, Lila Cheney and Deathbird have teleported to the room where Xavier, the other X-menm and the real Starjammers are held in some techno-organic web. Lila deamns to know what is going on, but Deathbird doesn’t really know it herself. She suddenly felt a voice in her head telling her to get here, just like before when she had ordered Lila to get the X-Men to Shi’Ar space. While tehy still wonder what is going on, they are approached by the Warskrulls impersonating Xavier, Psylocke, Wolverine and Jubilee, with Gladiator and Lilandra along under mental hold. Lila and Deathbird knows that something odd is going on, they saw a Xavier die, yet here he is again. Wolverine and Jubilee attack Deathbird, and Gladiator prepares to take out Lila, but suddenly she gets aware of the real Xavier trapped in the net. He telepathically communicates with her and she teleports away, leaving Deathbird behind. The Wolverine Skrull overpowers Deathbird and is about to finish her, but the Skrull impersonating Jubillee starts to argue with him, as 'she' doesn't get to fight along.The Xavier-Skrull realizes what's really going on, as he turns over to the real professor. Xavier-Skrull thinks that the real Charles is using his telepathy to put his Warskrulls against each other and also he suspects that he advices Lila Cheney to teleport to who knows where.
Right then, the proximiy alarms go off. The Starjammers’ ship matirializes with the stations defense perimeter. The X-Men and Lila Cheney proudly step out of the ship, explaining they have defeated all the Starjammer Skrulls. The fight once again starts. Gambit knows that a single card is not enough to deal with Gladiator, so he uses his entire deack on the leader of the Imperial Guard. Forge, he blasts the Skrull-Jubilee and Psylocke into the matrix, and some of the equipment short-circuits, causing “Psylocke“ to revert to her true Warskrull form. Storm uses a bolt of lightining on the Skrull, but then gets attacked from “Wolverine“. She is about to get killed by him, as suddenly a spear appear through Wolverine’s chest from behind. It’s Gambit who once more saves Storm’s life and he says to the fake Logan “Bang, you dead“. However the Skrull is not yet beaten and attacks once more, only to end up on the receiving end of Banshee’s sonic scream. Suddenly all X-Men get attacked by “Xavier“‘s telepathy, and it looks like the battle is over. The Skrull Xavier feels that Storm will never fully succumb to his will and orders Lilandra to slay her, but Deathbird is able to intercept her sister.
Then, the real Xavier suddenly stand over to the Skrull leader and knocks him out with his fists, He uses physiacl force to keep his double off balance, preventing him to effectively use any telepathy. With the Xavier Skrull unconscious, the X-Men can easily defeat the other imposters and the battle is over. They start to free their friends and comrades that are still trapped in the net. Suddenly the Warskrulls all decompose, leaving the X-men no vlues to their origin.
As the team finally reunites with their real mentor, Lilandra and her sister Deathbird seem also to come to a bit to peace with themselves. Xavier explains that after his capture he broadcasted a psychic S.O.S. and surprisngly found a sympathitic soul in Deathbird. Fearing discovery, hedared not contacting her directly, but he influenced her subconsciously into contacting Lila and the X-Men. Although she was not really of her own mind when she gave the throne back to Lilandra, Deathbird says she is willing to leave it that way, in fact she had grown to hate the daily duties of being Shi’Ar Empress anyway. After kissing Xavier, Deathbird flies away on mechanical wings and thanks the X-Men for their help.
As the team continuous the reunion, Banshee informs Xavier with the increasing danger on earth. He knows that something odd is going on with Moira MacTaggert. Storm informs the professor that the school is destroyed and that she as leader had to make several decision that in retrospect turned out to be mistakes. To speed up the briefing, Xavier mentally probes his students and he deduces that the Shaow King is free again. The professor knows that this danger needs to be dealt with immediately and he says goodbye to the Starjammers and Lilandra. Lila Cheney teleports him and the X-Men back to Earth.
At the same time, in Salem Center, Stevie Hunter hurries home. Suddenly she is pulled into an alley. Colossus stands over her, but he is not in control of his actions. The Shadow King has assumed command of his body and he wants the access codes for Xavier‘s underground complex from Stevie. If she refuses, she will die at Colossus‘ hands.