Uncanny X-Men #151 through Uncanny X-Men #175

Complete listed story — includes the ending

Uncanny X-Men #151

Professor X has the misfortune to announce that Kitty's parents have withdrawn her from the school. The X-Men object, but there is nothing they can do - it is Kitty's parents' prerogative. Kitty runs off to her room to cry. Later Storm comes to comfort her, but Kitty refuses to be comforted - her parents have taken her out of Xavier's to enroll her in the Massachusetts Academy, an institution run by Emma Frost!

The time comes for Kitty to leave. She says goodbye to each of the X-Men, with an especially fond farewell for Colossus, and Storm volunteers to drive her. The drive is fairly uneventful, and Storm is shown to a lounge while Kitty gets squared away. Storm's stay is not to be uneventful however, as the White Queen drops in to see her...

Kitty sees Storm off, and then goes to get settled in. Storm gets just out of the valley where the Massachusetts Academy is located and pulls over to the side. She gets out of the car and summons up a storm! She is heedless, and barely in control, and reveling in her mastery. Finished for the moment, she lands, reveals herself as not whom she seems (by implication, Emma Frost), smokes a cigarette, and places a call to Sebastian Shaw at the Hellfire Club! Mysterious references are made to a phase 2 of their plan, to be started after Emma as Storm rejoins the X-Men.

Beneath the Academy, Storm in Emma's body comes back to consciousness. She feels strange, her body not responding as she's used to, her night vision gone, her elemental powers fail to respond! She finds a light switch, and discovers she is in Emma's body!

The X-Mansion. Nightcrawler and Amanda Sefton are having a romantic stroll by the lake when a Sentinel ambushes them! Cyclops blasts it off its feet from the mansion, the X-Men alerted by Professor X, who felt the terror in Nightcrawler's thoughts. And the other X-Men come to their aid to help withdraw towards the mansion as additional Sentinels emerge from the lake. The X-Men and the Sentinels battle, and Nightcrawler mostly ends the threat by teleporting plastic explosives onto their legs! "Storm" arrives, realizes Shaw has started without her, and swoops into action, blasting a last Sentinel 'carelessly' so that it careens into Wolverine, knocking him unconscious. She defuses the rest of their wariness with a ploy, and then zaps them all to render them unconscious.

Massachusetts Academy. "Emma Frost"'s fingers might be less adept than Ororo is used to, but she still remembers how to pick locks. She opens the door of her cell and escapes into the corridor, only to attract the guard with a cry of pain - she now has Emma's telepathy and now outside the shielded cell she cannot keep others' thoughts out of her head. She forces herself up and pushes past the startled guards to run off. She goes to Kitty's room to gain her aid, but Kitty only sees Emma Frost, and tries to phase through the floor. On instinct, Ororo blasts her with a psi-bolt, knocking her unconscious, although she's afraid she may have killed her.

Uncanny X-Men #152

Storm is attacking a sports car driven by the White Queen, but appearances can be deceiving! Inside the car, Kitty Pryde comes back to consciousness, only to instinctively start phasing when she sees the White Queen. Ororo/White Queen lunges for Kitty, and just then the car hydroplanes and flies off the road! Emma/Storm is caught in the resulting explosion and summons a gust of wind to carry her to safety. Kitty recaps the last issue as she comes back to her senses - having been thrown free of the car while phasing - and comes to investigate the crash. There she sees the White Queen just outside the fire, and while she almost leaves her there, she decides that as a hero it's her job to rescue her.

Storm/Emma returns to X-Mansion, where she curses Ororo's name for having destroyed her body. Sebastian assures her that her current body is quite pleasing.

Near the crash scene, Ororo/White Queen comes to consciousness bound and with Kitty. She tries to persuade Kitty that she is in fact Ororo, but nothing seems to work - until she slips the bonds Kitty had tied using knots Ororo herself had shown her.

In the X-Mansion, Storm parades herself before the captured and neutralized X-Men dressed as the White Queen. Wolverine is stopped from revealing what actually happened (he can presumably smell it). Reese, Cole, and Macon want revenge on Wolverine, as does Harry Leland - They take him out into the hallway to deal with him, permanently.

Outside, Ororo/White Queen and Kitty have Stevie do a drive-by of the mansion, and then move in on foot. Stevie is about to get going again when Sebastian Shaw and Emma/Storm catch her.

Inside, Wolverine is getting thrashed, but then Amanda Sefton casts a spell to make it look like Wolverine died. They express their disappointment to the X-Men.

Ororo/Emma makes a mind-link with Kitty to show her how to pick locks while Kitty phases through the ground into the hangar to open it for Ororo. Suddenly, Ororo is captured by Sebastian Shaw and Emma Frost, who are surprised to see her alive. Ororo notices that there's a powerful storm brewing and wonders whether Emma is aware of what she's doing. Just then Kitty opens the hatch to the hangar, throwing them off-balance and allowing Ororo to get away.

Kitty and Ororo split up, Ororo hoping to slow Sebastian Shaw and Emma Frost down enough that they can't interfere with Kitty's rescue attempt. Kitty, however, gets ambushed by a very much alive Wolverine! Together they hatch a plan. Kitty phases through the captured X-Men, neutralizing their power nullifiers. The X-Men make short work of the now-cyborg hellfire guards and Leland, and then Emma and Shaw burst through the wall! With a little help from Cyclops, Colossus throws Shaw fastball special style into the lake while Emma deals with Nightcrawler. Just then the magnitude of the storm outside becomes apparent to everyone, and a humongous bolt of lightning strikes Shaw dead on. He doesn't get up. Then Ororo rushes up to Emma and mind scans her. Emma tries to fly out of her reach, but Ororo holds on - they struggle in mid-air. Suddenly the White Queen falls - but who's mind is inside? Then Storm flies down and catches her, demonstrating that their minds have been switched back to their rightful bodies. Vindictively, Emma attacks Storm with a mental assault, but Storm zaps her and is ready to kill her but Wolverine steps in to prevent it. While the X-Men are victorious, they have to allow the Hellfire Club to leave, and they part on uneasy terms, although Emma does concede 'the brat' to the X-Men. Kitty being the brat.

Uncanny X-Men #153

The X-Men are cleaning up the grounds at the Xavier estate following the recent battle with the White Queen. While the others are hard at work, Kitty Pryde decides to tell Illyana a bedtime story. She entitles her story, "Kitty's Fairy Tale"

Kitty's Fairy Tale
In the Caliphate of Nhu Yorkh, the local constabulary seeks to apprehend two notorious brigands known as Pirate Kitty and her first mate, Colossus. Colossus uses his massive strength to open up an escape route, and Kitty and he make for the docks. They come upon a group of strangers. One is an ancient wizard sitting upon a flying carpet, and the other is a blind prince who can shoot fire from his eyes. The Wizard, Xavier, explains to Pirate Kitty that they are seeking a missing princess known as Jean. Jean is the inheritor of a great power that has corrupted her, turning her into an entity known as the Dark Phoenix.

Even as the travelers speak, Dark Phoenix arrives and attacks the troupe with massive star bolts. Xavier drives her away by way of a magic sphere, containing the pure and good aspect of Jean's soul.

As Phoenix flies off, Xavier convinces Kitty and Colossus to help them track her down. Kitty summons her pet, a gigantic black dragon named Lockheed. Everyone climbs on the dragon’s back and Lockheed flies across the western ocean. They eventually come upon a grassy, peaceful island and they stop for a rest. A species of small, blue elves named Bamfs to appear before them and begin hanging around Kitty.

Colossus, meanwhile, walks to the beach where he finds a bottle floating on the edge of the shoreline. He opens the bottle, releasing a powerful genie named Wind-Rider. Wind-Rider reveals Jean Grey and she were once close friends, but Dark Phoenix imprisoned her inside the bottle.

Rounding out the cast is a strange, hairy man known only as the Fiend-With-No-Name. The Fiend manages to offend everyone around him and gets into a scuffle with Colossus – a scuffle that comes to an abrupt end due to a burst of flame from Lockheed’s mouth.

Suddenly, Dark Phoenix appears and begins attacking everyone. Xavier uses his magic to grant Kitty and Colossus the gift of flight. Wind-Rider and Prince Cyclopes concentrate their own energy powers on Dark Phoenix. While Phoenix concentrates her efforts on the assailants, the Bamfs appear and begin teleporting all about her, causing her to become distracted. This allows the wizard Xavier the opportunity to channel the good spirit of Jean Grey from the magic sphere back into her body, exorcising the malevolent Dark Phoenix for all time.

Uncanny X-Men #154

X-Mansion: Storm and Cyclops are playing handball with their powers, and exhausted, finally call the game with it being tied - neither able to gain an advantage over the other.

Just outside the solar system: a Shi'ar ship piloted by Corsair heads rapidly earthward, passing Voyager 2 during its long trip between Saturn and Uranus. Corsair is surprised by the sudden appearance of a Shi'ar warship.

Magneto's Caribbean Base: The X-Men are appropriating the island base for their own use. Presently, Colossus is unloading crates of equipment and supplies. Carol Danvers is up above doing some soul searching when Wolverine comes up to her. Wolverine tries to comfort her, but Kitty interrupts.

Above Earth: Corsair speeds towards earth, only to be fired upon by Shi'ar ships that have arrived before him! He flies into the gauntlet...

X-Mansion: Ororo and Scott are having lunch and reading the mail. Ororo's leadership of the team comes up, and she offers it to Scott if he wants it, but he turns it down. Suddenly Corsair's ship streaks overhead and crashes into the pond on Xavier's estate! Ororo and Scott dive in and rescue Corsair from the wreckage, and just as they pull him out the starship explodes!

Corsair dreams. He dreams of the doomed flight during which he and his wife were taken after having pushed Scott and Alex out of the plane with the only parachute. He dreams of his time with the Starjammers. And finally, he dreams of what prompted him to come to earth against such danger. He comes to - to be questioned by Cyclops about the locket he wears, a locket with Alex and Cyclops photos in it! Corsair reveals he is Cyclops father, which Storm confirms. Suddenly a Sidrian Hunter smashes through the window!

Cyclops, Storm, and Corsair battle their way out of the room and onto the lawn. However, the X-Men realize they need the rest of the team, so Cyclops goes to get the Blackbird ready and takes Corsair with him. Corsair objects to leaving Storm behind to fight a rear-guard action, so Cyke socks him. He gets the Blackbird started as Storm creates a monsoon, giving her time to flee down the passageway to the plane just before take-off. The X-Men look down to see Sidri swarming over a destroyed mansion, and then suddenly they merge into a large aircraft and pursue!

The Sidri ship pursues them until it forces them into combat over New York City! The blackbird has a special glass that allows him to use his eye-beams through it, but it seems to have little effect on the Sidri ship. Storm leaves the Blackbird to apply her elemental talents to the Sidri ship as well. After an aerial dogfight, Storm and Cyclops overwhelm the Sidri's energy matrix and it breaks into its individual bodies, falling down amidst oil reserve tanks. Corsair tells cyclops to detonate the tanks and kill them while its vulnerable, but he refuses, so Corsair uses the open hatch that Storm used to return to the plane to blast a tank with his laser-pistol, igniting the tanks and incinerating the Sidri. The X-Men are appalled, but Corsair says it was necessary - he is trying to save the world. From what? The Shi'ar, their empress captured, have followed the trail of the kidnappers to earth, and they'll do anything to retrieve her, including leaving earth a burnt-out ruin!

Uncanny X-Men #155

Cyclops has just recently learned Corsair is his father. He's also learned that Storm has known for quite some time. Scott is not happy to have had the truth hidden from him, and he yells at Corsair. They soon have other problems, however, as the Blackbird is teleported en masse into a Shi'ar warship! Shortly thereafter, the other X-Men are also taken from the Caribbean to appear in that same hangar bay! Xavier demands to speak with Lilandra, but Chancellor Araki explains that it is impossible and takes the X-Men to be briefed.

Lilandra was captured and taken to Earth. The Shi'ar are planning to send a detachment down to retrieve her, but Xavier points out that it will lead to Lilandra's death and the deaths of many of the earth's inhabitants. As Shivarn'n Halanau (consort), Professor X forbids that plan, and Chancellor Araki gives him one day to retrieve Lilandra or they'll invade anyway. He also demands two X-Men stay on board as hostages, and after a brief consultation, the X-Men leave Kitty and Kurt behind, but not before Professor X forms a mind-link with Kitty to give her all his knowledge about the Shi'ar. The X-Men are then teleported back down to earth.

The X-Men go to Avengers Mansion to get some help, but they only find Tigra at home. Tigra agrees to accompany them. While there, Storm and Corsair take off on their own.

On the ship, Kitty is getting her first view of Earth from outer space. Then Kitty shows off the clothes-making machine she discovered. She reveals to Nightcrawler that she's playing with the machine to mask her hacking into the ship's computers to get blueprints and other data.

Corsair and Storm are walking in Manhattan, talking. Suddenly, Corsair is targeted by a mysterious foe. The gunman, a Brood warrior, is taking orders from a shadowed figure with wings, who commands the Brood to terminate both. The Brood fires! The Psi-Scream creates private nightmares for both of them, disabling them for Deathbird's attack. But the X-Men arrive just then, Cyclops blasting Deathbird from the sky!

Tigra leaps at Deathbird, tangling with her in the air, but is ultimately repulsed, although she, of course, lands on her feet. Deathbird tries to blast Professor X with a bizarre weapon, but Colossus blocks the beam. Cyclops nails her again, and Deathbird retreats back into the construction site from which the sniper fired. Wolverine goes in to smoke her out. Colossus and Scott grab Storm and Corsair, who are fighting each other thinking they are battling some of their worst foes. While the X-Men hold them down, Professor X clears their minds from the effect of the Brood weaponry.

Wolverine comes across Skur'kll before he can fire again, and defeats the Brood warrior easily. However, other snipers have found targets, and Storm gets caught in some strange strand-projectile that wraps around her. Another one fires at Professor X, but Colossus again intervenes, only to discover the shot is acid, and it burns! Tigra jumps and grabs Storm, throwing her towards Wolverine who frees her. Storm uses water to cleanse the acid from Peter, but the damage has been done. The X-Men leave Colossus and Professor X outside and go into the structure to find Wolverine polishing off another Brood warrior. Catching up to Corsair, the X-Men blast through the last of the Brood opposition, only to find Deathbird with her hands at Lilandra's throat! Deathbird distracts them with a bright explosion, and races to her escape craft, leaving the X-Men amidst the ruins of the construction site.

The X-Men carve their way out, only to discover Colossus grievously injured and Professor X missing. As if it couldn't get worse, the police arrive and tell the X-Men they are under arrest!

Uncanny X-Men #156

The X-Men have just escaped the rubble of the collapsed IBM construction site (last issue) to discover Professor X missing and Peter Rasputin on the brink of death, struck down by Deathbird! At that moment, New York's finest arrive to place our heroes under arrest. Tigra, an Avenger assisting our heroes tries to get them off the hook, but they aren't buying it. Suddenly, and to the dismay of air traffic controllers, the Starjammer appears directly above Manhattan. It beams up the X-Men (to the dismay of the police) where they are greeted enthusiastically by the Starjammers! Sikorsky is allowed to treat Colossus.

On the Shi'ar warship, Kitty is still playing with the clothing machine when Admiral Samédàr makes a call on the monitor. He takes delight in showing them Colossus being stabbed by Deathbird and then cutting the video, leaving Colossus's fate unknown. Shortly after ending his conversation with the X-Men, he makes a call to... Deathbird!

Aboard Deathbird's ship, Professor X is regaining consciousness. He reaches out with his mind before opening his eyes, and is shocked to detect a fearsome presence nearby, but when he opens his eyes he can see only Lilandra! Deathbird pays them a visit, and Lilandra attacks her but is easily repulsed. Lilandra reveals that Deathbird has been cast out of Shi'ar society and that she cannot become empress while Lilandra lives.

On the Starjammer Corsair and Cyclops share a tender father-son moment, and we're told again their origin - how Katherine Anne Summers and Christopher Summers plane was attacked by a Shi'ar vessel, how Scott and Alex were pushed from the plane with the only remaining parachute, how Katherine was made a part of D'Ken's harem and how he killed her to get to Christopher. Just as they're coming to terms with their relationship, the Starjammer catches up to Deathbird's vessel. The X-Men and Starjammers prepare for boarding, only to get ambushed in turn by the Brood's Acanti vessel! They are swallowed, and they prepare to 'board' the larger vessel.

They blast out of their own airlock with a recovered Colossus leading the way, directly into the surprised Brood boarding party. The battle is fierce, so fierce even the Acanti itself is harmed, shuddering under the pain. The Brood command tries to gain an advantage by reducing the combat area to zero-gee. This does not tilt the odds nearly as much as the Brood clan-master had hoped.

While the X-Men and Starjammers are distracting the Brood warriors, Cyclops and Corsair have made their way onto Deathbird's ship to rescue Professor X and Lilandra. The Brood are about to fire upon them when they arrive, but they handily deal with the Brood warriors. They hurry to rejoin the other heroes, but Storm is not with them.

Storm is engaged in a battle versus Deathbird. Dodging one of Deathbird's spears, Storm notices the Acanti starting bleeding when the spear stabbed it. Shocked that the vessel is alive, she leaves herself open for Deathbird to order the nearby 'portal' opened, and Deathbird kicks her out into space!

Sikorsky calculates there is 30 seconds to rescue Storm, as the Starjammer blasts its way free of the Acanti. They manage to rescue Storm in time, but the Starjammer's engines are too damaged to make it back to Earth in time to stop the Shi'ar from destroying the planet!

Uncanny X-Men #157

The Starjammers and X-Men are repairing damage to the Starjammer inflicted by the Brood in the previous issue, using their powers from outside the hull to effect repairs. Cyclops and Mam'selle Hepzibah rescue Wolverine from being set adrift by a freak explosion that throws him free of the ship, but in the excitement, no one notices Colossus collapse until after Wolverine has been rescued. Colossus is returned to Sikorsky's care.

Inside the vessel, Lilandra tries to communicate with Chancellor Araki, but receives no reply. Replying would be hard given that Admiral Lord Samédàr has just shot him to death! Before Lilandra attempts to contact anyone else, Samédàr orders communication frequencies jammed, leaving the Starjammer incapable of communicating the Empress's safety. Xavier suggests he could establish telepathic communication, but while concentrating he discovers an alien presence within him. He tries to probe it, but this merely causes him to call out in agony, and he collapses into a coma!

Inside the wounded Acanti, Deathbird is assaulted by the Brood in revenge for the damage that she has brought upon them by the debacle Lilandra's kidnapping became. However, they had not figured on how great a fighter Deathbird is, and so at last a truce is reached. Deathbird convinces Brood Clan-Master Kam'N'Ehar that the X-Men are worth the price if they can be captured, because they will make exceptional hosts for Brood larvae. While cooperation seems assured once again, Deathbird plans treachery.

On the Shi'ar flagship, Kitty and Nightcrawler notice the ship being called to battle-stations. Using the clothing generator to make her a short-term spacesuit, Kitty phases out through the outer wall (the only wall she can phase through of their room) and walks over to an airlock where she phases back into the ship. She makes her way through the corridors back to the door of their compartment to let Nightcrawler out, only to see assassins assembling outside. She phases through them as they open the door to warn Nightcrawler, shorting out their armor, and the two X-Men make short work of the Shi'ar soldiers. They go to Araki's quarters where they discover Araki's body. Quickly they hatch a plan - they need to distract the Shi'ar to delay the firing and capture Oracle, a telepath who can read their minds to ascertain the truth.

On the bridge, the Imperial Guard is questioning Samédàr's order to conduct punitive bombardment of Earth. Just then, Nightcrawler rapidly teleports through the bridge, filling the room with smoke. Under this cover, Kitty phases up through the floor dressed as Phoenix, and as the smoke clears threatens the Shi'ar with dire consequences should they attack her 'home'. Nightcrawler then teleports to Oracle and away with her quickly, making it look like she just disappeared. Disoriented from porting, Oracle still believes Kitty is the real Phoenix, and tries to run. Eventually, the X-Men convince her of the veracity of their tale, and summons Gladiator. Oracle convinces Gladiator, but Gladiator is worried about some of the Imperial Guard who might side with Samédàr.

Those same Imperial Guard break through the wall just then, ending any doubts whose side they are on, and battle is joined. Kitty starts out helping, but Kurt orders her to disable the ship's computers, so down through the floor and towards the core she phases. However, before Kitty can get the secondary core she is neutralized by a defensive weapon, and our heroes in the melee are similarly defeated by a Brood weapon secreted on one of the traitor Imperial Guard. His ship finally returned to Samédàr's total control, the Admiral orders the main weapons batteries to open fire, but the Starjammer emerges from hyperspace just then to block the shot! Lilandra broadcasts to all vessels that she is safe, and the danger to Earth is over.

At the end, we learn that Colossus is recovered, although he would still benefit from rest. But Professor X has not stirred...

Uncanny X-Men #158

On the island that once served as Magneto's base in the Bermuda Triangle, Carol Danvers spars with the Starjammers for a morning exercise. Nearby, Peter Corbeau monitors the fight, assessing Carol's performance now that she is without her Ms. Marvel powers. Carol's performance is exemplary, although the three Starjammers (Raza, Hepzibah, and Ch'od) eventually pin her.

In another room, Piotr Rasputin and his little sister Illyana are watching a movie, while Kitty Pryde surreptitiously observes. Kitty is dealing with the emotional burden from Colossus's apparent death and subsequent recovery. She wants someone to talk to, but doesn't feel comfortable confiding in anyone.

Peter Corbeau finishes his review of the morning workout. Carol discovers that the events which caused her to become Ms. Marvel also irrevocably altered her DNA. While she's lost her powers, she still retains that genetic heritage. They go to check on the Professor, but Moira MacTaggert reveals there is no change in his condition. Oracle attempts to use her telepathy to examine Charles' mind, only to discover a psychic war being waged within - the trauma causes her to lose control, and she starts randomly throwing psi-bolts until Storm and Wolverine manage to break her link to Professor X. After the excitement is over, Kitty comes in to tell them that there is something 'interesting' on TV. The X-Men discover Senator Robert Kelly demonizing the X-Men on John Cheever's talk show. Kelly promises that the US government will investigate mutants, and Moira worriedly points out that Professor X used to work with the FBI, and thus the government already has files on, and knows the identity of, a number of X-Men! Kitty proposes they upload an open-ended virus into the government computers that will delete any reference to X-Men.

In the Rio Diablo mountain range, Scott Summers and Corsair pay an impromptu visit to Alex Summers and Lorna Dane. Scott reveals that Corsair is Alex and his father!

The Pentagon. Storm, Wolverine, and Carol Danvers infiltrate the building using Carol and Wolverine's military uniforms, ranks, and ID. Everything is going smoothly until Carol bumps into Rogue! They battle in the halls of the Pentagon. Rogue absorbs Wolverine's powers, and Storm sends Rogue flying while gathering Wolverine and fleeing before the arrival of the MPs. Rogue, however, gained Wolverine's tracking ability, and catches up with them quickly, but Wolverine is shortly back on his feet and Nightcrawler has teleported in from the car. Rogue grabs Storm, absorbing her powers, and totally loses control, washing the X-Men away down the corridor with a flash flood!

Carol had slipped off towards the main computer banks after the initial scuffle but is noticed by Mystique, who tries to shoot her disguised as Nick Fury. Carol plays dead and then defeats Mystique before uploading the virus, leaving the shape-shifter unconscious. By the time Rogue can rejoin the battle with the X-Men, Storm has regained consciousness, and sends Rogue out of the Pentagon with a cyclone. Carol leaves the Pentagon after the successful completion of the mission and rejoins the X-Men in their car.

Uncanny X-Men #159

The X-Men arrive at Misty Knight's apartment but find someone other than Misty in residence. They shortly discover that the resident is the fashion model Harmony Young, and she is sharing the apartment with Misty. Storm apologizes and explains that Misty had offered them the use of the apartment whenever they needed it. She says that they'll go if their being there is a problem, but Harmony dismisses this - if it's okay with Misty, it's okay with her, and she wouldn't mind some cute guys around. Wolverine reminds Kitty that she has a meeting with her parents and can't go dressed as an X-Man. Worried about clothes, Harmony offers Kitty some of her own. Excited, Kitty gets dressed and Storm walks her to meet her parents.

In the Rio Diablo mountains, Scott and Alex take a walk to talk. They get back for dinner, and then Corsair reveals that he's going to be returning to space with the Starjammers soon.

Back in New York, Kitty calls Nightcrawler to check in, and they discover that Storm, who had left Kitty hours ago, never returned... Wolverine and Colossus get called to the hospital where they find Ororo. Apparently, she was the victim of a strange mugging, neither robbed nor molested and found with her throat 'slashed', although the damage was mostly superficial. They take her home and put her to bed, but she has unsettling dreams. She wakes up, opens the window, and invites someone inside.

The weekend passes and Kitty returns from visiting her parents. However, the X-Men's faces are grim - Storm is still in bed, and doesn't want to go on living! Kitty goes into comfort her, but Storm protests when she opens the curtains, claiming that the sunlight hurts. She and Kitty talk, but Kitty notices Storm flinch when light reflects off the silver Star of David that Kitty wears around her neck. She also notices the nice scarf with an embroidered D that Storm claims to have gotten from an admirer. Storm asks Kitty to go, and Kitty leaves the apartment, claiming that she has errands to run.

That night, Dracula comes for Ororo one final time, to make her his undead bride. Just then, Kitty phases through the wall, a cross held firmly in her outstretched hand. Dracula at first flinches, but then realizes that it has no effect on him! He attacks her, but burns his hand on the silver Star of David that Kitty wears as a pendant. Dracula and Ororo flee, and the X-Men come into the room, having heard the commotion. Kitty explains that Dracula took Ororo, and while doubtful of the assailants' identity, Wolverine sets to work tracking him.

They track Ororo to Belvedere Castle, outside of which Dracula attacks them alongside wild dogs and rats of monstrous proportions. The X-Men defeat the wildlife, but Dracula is proving too much for them. During the fight, Wolverine makes the sign of the cross with two of his claws in order to repel Dracula, but Dracula hits him, completely unaffected, and tells him that a cross is useless unless one truly believes (which Wolverine obviously does not). However, Nightcrawler does truly believe, and he forms a cross from some splintered wood at hand, hurting Dracula, and he tries to zap the fuzzy elf with demonic lightning.

Inside the castle, Kitty has slipped away from the fight. She finds a coffin, using holy water to make it unsuitable for use by a vampire. Kitty gets ambushed by Storm, already starting her transformation - her fangs elongating. Kitty dives for the stake that she brought with her and prepares to use it. But then she drops it. She can't stake her friend and tells Storm that if she wants her life, she can take it.

Outside, the X-Men think to bring the battle to a head, but a tremendous blast of lightning leaves the X-Men unconscious and Dracula victorious. Storm arrives, and Dracula tells her he will slay them, but then Storm reveals that his hold on her is broken! She chases him through the sky, knocking him through the glass facade of a high-up restaurant. Dracula grabs a hostage, forcing Ororo to drop the stake that she got from Kitty. But it's a stand-off, Dracula cannot exert his influence over Storm, but neither can Storm attack him. Finally, Dracula drops the hostage, conceding that her strength was what attracted him to her, and that same indomitable will has defeated him, for she has bested his attempts to bind her to him. He leaves willingly.

Later, Storm and the X-Men are reunited. However, Moira MacTaggert calls with bad news - Professor X is getting worse.

Uncanny X-Men #160

As the X-Men are in the middle of a training session on Magneto's old island base, they are unaware that they are being watched by some demonic being. As the X-Men are distracted, it calls out to Colossus's sister Illyana and lures her to a dark corner of the island fortress. Noticing that Illyana has wandered off, Kitty follows after her. Rounding her off at a corner with her phasing powers, she is puzzled to find the young girl missing. Walking into the darkness she activates some sort of mystical stepping disc and is transported away. Meanwhile, Storm, Wolverine, Nightcrawler, and Colossus have all finished their exercise and are relaxing when they notice that both Kitty and Illyana are missing. Wolverine tracks their scent to the dark part of the island and they too are transported away.

Kitty wakes up to find herself in a strange netherworld and sees Nightcrawler. However, this Nightcrawler is twisted and perverted and wearing strange clothing. When she runs to him, he gropes her, sending her sprawling backward. When he asks her to "prove" how happy she is to see him, Kitty flees down a corridor and trips over her own feet. She falls before the throne of a demonic creature who introduces himself as Belasco.

Meanwhile elsewhere, Storm and Colossus materialize in some tunnel in this nether realm. Upon their arrival, Storm's attention is drawn to a mystical amulet which she feels compelled to place on her upper arm. When she is attacked by some strange tentacle monster, Colossus tries to run to her rescue but a teleportation disc appears sending him away. Much to Storm's surprise, she somehow manifests Colossus's metallic skin and Wolverine's claws and is able to defend herself and get to safety.

Meanwhile, Belasco has trapped Kitty's body in a crystal and sends the perverted Nightcrawler away when he proves to be a pest to young Illyana. He summons forth his minion S'ym and orders him back through the tunnels to destroy the other X-Men. Because Limbo is a timeless realm, S'ym points out that he destroyed the X-Men already as he plucks an Adamantium claw from the corpse of Wolverine to pick his teeth, and feels confident that he can do it again. After S'ym left, Belasco torments Kitty some more by mystically separating her skeleton from her body so that if she is freed from the crystal before her skeleton is replaced she will die. He then presents the Beatrix Medallion to Illyana: a mystical amulet with sockets for five bloodstones, that once aligned in their proper place at the points of the pentagram will allow her to ascend to her glorious destiny. Watching from above is the true Nightcrawler who is trying to make sense of everything he has seen below and vows that he will do whatever it takes to save Kitty and Illyana.

Storm wakes up in a strange bed near a pool and decides to take a swim. With her costume in ruins, she finds a spare set of clothing and flies off to find her friends, unaware that a woman is watching her in the shadows. Elsewhere, the Nightcrawler doppelganger is attacked by the real Nightcrawler. When they both teleport away, only the doppelganger appears before Belasco. He reports that the other Nightcrawler is dead to curry favor, but Belasco warns him not to push his anger any further. In another part of Limbo, Wolverine comes across the corpse of Colossus. The scent tells him the body is really old and this makes Wolverine wonder what's going on. He is attacked by S'ym, who gives him a good fight until he is teleported away. S'ym is disappointed until the real Colossus appears and attempts to attack him.

Although S'ym manages to injure Colossus with the severed claw of the Wolverine doppelganger, he is soon overpowered when Wolverine returns to the scene and helps Colossus. They fail to stop S'ym however when one of the random teleporters allows him to escape. They are then confronted by the mystery woman who was watching Storm and teleports Wolverine and Colossus to Belasco's throne room. There, Storm arrives and the "doppelganger" of Nightcrawler appears to be the true Nightcrawler all along. The X-Men give Belasco the fight of his life when the mystery woman arrives to help. She reveals herself to be an older version of Storm and explains to the X-Men that countless versions of the X-Men have come here to die before them. Using her mystical powers, Storm rebonds Kitty to her skeleton and frees her from the crystal she is trapped in.

As the elder Storm uses her powers to hold off the demon hordes, she summons a portal to send the X-Men and Illyana back to their home dimension. Before they can escape, Belasco reappears and grabs Illyana. A tug of war between dimensions ensues and the X-Men win, pulling Illyana back to their realm. However, they are shocked to find that somehow Illyana has aged into a thirteen-year-old girl.

That night, the X-Men wonder what had happened to Illyana and Colossus goes up to Illyana's room. There she awakens from a nightmare and tells her brother that she is happy to be back and safe before going back to sleep. As she does her hand opens revealing the amulet that Belasco gave her earlier. It pops open showing that the bloodstones inside have moved closer to their final position.

Uncanny X-Men #161

Professor X is tormented by mental images of leering monsters, psychic residue of his ongoing struggle against the Brood embryo implanted in him. Hovering around his bed, the X-Men receive grim news from Sikorsky. Professor X must soon wake up or else he will die! Scott doesn't take the news well, and storms off - Ororo goes after him. Cyclops vents, including voicing his disapproval for the recent debacle at the Pentagon which made the papers, but ultimately what he needs is someone to comfort him, and Storm is there for him. At Xavier's bedside, Lilandra cries.

In Xavier's mind, he is in Israel, 20 years ago, meeting his old friend Daniel Shomron. Daniel contacted him to help with a patient, Gabrielle Haller, who is catatonic after her experiences imprisoned in Dachau during World War II. Daniel introduces Xavier to Magnus. They go to see Gabrielle, and Xavier enters her mind, where he discovers a wall, and she summons psychic monsters to force him away. He breaks down the wall and relives Gabrielle's experiences in the concentration camp, including a mysterious final metaphoric memory in which the camp supervisor turns her into a statue of solid gold. Following this, Gabrielle wakes up, and they put her to bed after letting her cry herself out. They then go to Daniel's office, connecting most of the images she conjured to reality, but the golden statue bit perplexes them. Unfortunately, they are overheard, and a mysterious figure sneaks away to inform the "leader", with a mental "Seig Heil!".

Over the next few weeks, Charles and Magnus take Gabby around Israel as she starts to put herself back together. During this time, Charles discusses his theories of mutation with Magnus, who believes him, but thinks coexistence is naive and impossible. Gabby, meanwhile, desperately need to love and be loved, begins wooing Charles, who assents against his own better judgment. Suddenly, they are attacked by Hydra. Israeli soldiers quickly come to their aid, but they are overmatched, and Charles is knocked unconscious by a bullet grazing his temple. The attackers capture Gabrielle and are escaping in their transports when one of them is suddenly and violently torn apart! However, the one carrying Gabrielle gets away. Charles saw Magneto alight with energy on the roof as the vehicle was destroyed, and asks him about it, to which Magnus responds he did what he had to do. They have a prisoner, and Xavier quickly extracts the information needed to track Gabrielle down.

Charles and Magnus infiltrate Hydra to discover that Gabby was programmed with directions to the Fuhrer's secret gold reserve, hidden towards the end of the war. They use their powers to rescue Gabby, in the process revealing to each other what abilities they have, but ending up in the cave with the gold, where Baron von Strucker attacks them, only to be easily defeated by Magnus' magnetic powers. Magnus punches a hole through the roof, levitates Charles and Gabby out it, followed by the gold, and then collapses the cave on Baron von Strucker as he leaves.

On top, Magnus and Charles have a philosophical confrontation, and Magnus flies off with the gold. Then Gabrielle comes to, and she and Charles share an intimate moment... and just then Professor Xavier wakes up!

The X-Men go to a farewell banquet onboard the Shi'ar flagship, but suddenly Lilandra goes catatonic. The X-Men rush to her, only to be taunted by Deathbird appearing and announcing herself the new Shi'ar empress. She then detonates a bomb that renders the X-Men unconscious, and her Brood allies are well pleased with the vessels she has provided them!

Uncanny X-Men #162

Wolverine is running through an alien jungle landscape, and he knows that he's dying. He gets ambushed by a plant-creature that blasts him with hallucinogenic pollen and falls into a daydream.

In the dream he is riding with Mariko Yashida - they share a tender moment, but then Wolverine notices large birds coming towards them, and on instinct tries to send her riding away. She gets blasted anyway by some sort of ray and disintegrates!

This and some banter by the Brood hunters snaps Wolverine back to reality. He dives down into the underbrush to evade them, and when that fails he takes the fight to the closest one. The others come quickly, but Wolverine is better even than Brood warriors - until he makes a misstep and plummets down through the canopy. He hits a gigantic web hard, and passes out.

Dawn finds Wolverine still in the web, but finally with a clear view of where he is. He sees a humongous corpse, resembling one of the Brood's living starships, but unbelievably huge, its ribs reaching above the breathable atmosphere of the planet. Its partially decayed, the natural decomposers unable to degrade anything that big quickly. Its corpse is being used by the Brood as the structure for a city, with gleaming transparent domes dotted along the opened rib-cage.

Wolverine then hears creatures coming to investigate the web, and starts to try and free himself - but he feels a sharp pain in his head and falls into a flashback of how he got there. He's on the Shi'ar starship Z'Reee Shar, and he recounts the banquet and ambush. When he recovers consciousness, he sees Brood all around him, and tries to alert the others, but they don't seem to notice. Suddenly, he's seeing Shi'ar and a banquet instead of Brood. His senses and his intellect conflict over which is reality. Wolverine keeps flipping back and forth between the different versions, and then the main ceremony of the Shi'ar banquet begins. The X-Men each go up, in turn, to receive something from an incredibly tall Shi'ar woman. Each of the X-Men receives a hug from her, until its Kitty's turn, and she suddenly reacts in horror! But Wolverine can't seem to act, and then it is his turn, and just before it's all over, he realizes that 'tall Shi'ar' is actually the Brood Queen!

Wolverine awakes from the flashback in time to fend off scavengers moving in on him. He escapes as the scavengers turn on the ones Wolverine has weakened or killed, and he climbs up onto a large branch. None of the combatants he has fought have done much damage, but he's weak, worn out. He puts his head back and waits to die.

He has yet one more flashback. It's last night. He awakes in what appears to be a room on the Shi'ar homeworld but looking out the window confirms he's somewhere else. He creeps out of his room to find Storm, and tries to clue her in, but she dismisses his worries out of hand. He 'nerve pinches' her, knocking her unconscious, so she doesn't alert their captors. Deciding he's on his own, he makes only one stop before escaping. He wants to take Kitty with him, but decides she's better off where she is - and gives her a kiss on the forehead goodbye. He promises himself he'll get her out of there safe, but his mind is seeing him popping his claws through her chest as the light fades from her eyes. He shakes away the disturbing image and leaves.

While leaving, Wolverine stumbles upon Fang (one of the renegade Imperial Guard) begging for his life. Suddenly he begins to transform, and the Brood disclose he was implanted with a Brood embryo, an embryo that is now hatching! He transforms into a Brood warrior, and Wolverine cries out in anguish - he realizes he and all the X-Men have also been implanted! The Brood warriors hear his cry, and the chase is on.

Wolverine comes to on the tree branch. He sees a lone Brood patrolling the area and ambushes him, ultimately forcing the Brood to carry him back to the Brood city. Wolverine has decided to go down fighting. However, he has another attack, and the Brood takes advantage of this to drop him amongst other warriors. The fight is on, but Wolverine is the best there is at what he does. The fight over, Wolverine's implanted embryo starts to hatch. He fights - it can't remold his adamantium skeleton, and he uses that as an anchor. They both scream.

Sunrise comes again. Wolverine wakes up - his healing factor has helped defeat the embryo. It's dead. Wolverine summons up his resolve - he can't save his friends the way he saved himself - if need be he'll kill them to stop this horror. And then, it's the Broods turn.

Uncanny X-Men #163

Carol Danvers is being experimented upon by the Brood, one of whom catches us up to date on the events thus far. Carol is the subject of curiosity because her DNA is unique. The Brood scientists are able to modify her form, but her psychic resilience surprises them.

Wolverine, sneaking through the Brood city, tags Carol's scent first. He thrashes a technician, then busts into the main lab itself - the Brood don't last long. Carol's skin flows like hot wax - Wolverine crosses his fingers and smashes everything in sight - he gets lucky, and Carol collapses whole... or at least mostly whole. Her scent is no longer human. Carol grabs some cloth and a weapon, and they head off into the city.

Back on earth, Havok and Corsair return from space to where the Mansion is being rebuilt. Corsair and Alex relate that the X-Men were captured by Deathbird and given to the Brood. Corsair vows to rescue them, but refuses to take Alex with him because it will be a killing mission. Moira hopes this does not break Professor X.

Cyclops is pursued by Brood Warriors, whom he downs, and then finds the other X-Men - except they transform into Brood. He blasts them, and thinks he's losing his mind. Recalling his psychic defense training, he snaps out of what is actually a drug-induced dream. Nearby Storm is sitting in quiet meditation. He resolves on disturbing her when suddenly an image of the young Brood Queen forms around her features. Storm comes to, and she wants to know why she is crying, why she is at war with herself. Wolverine and Carol arrive at that moment, and Wolverine tells them they can steal Lilandra's Yacht and escape.

They grab Colossus, Kitty, and Nightcrawler - none of whom have broken the illusion yet - and split into teams. Wolverine, Cyclops, Colossus, and Carol go looking for Lilandra while the others go to steal the yacht. Wolverine debates telling the others about the eggs, but suddenly they come to a fork in the path - Lilandra is down one, and the Queen is down the other. Wolverine wants to go after the Queen, but Cyclops is having none of it - "the X-Men don't kill". Suddenly they are ambushed by Brood warriors, but the Brood are unwilling to damage the queen-hosts, and so the X-Men gain a tremendous advantage. Carol slips down towards where Lilandra is being held to free her, and Wolverine drives his way towards the Queen. Carol returns with Lilandra, but Wolverine isn't leaving until he gets the Queen.

Outside, Storm flies Nightcrawler and Kitty up as high as she can, and Nightcrawler teleports with Kitty to the outside of the yacht. All of them are finding their powers 'rough' and not nearly as fine-tuned as they remembered. Storm gets attacked by a Brood patrol ship, and leads it away from the yacht. Kitty phases into the yacht to open the air-lock for Kurt, but gets ambushed by a Brood warrior. She retreats into the airlock, but the Brood follows. She doesn't want to cycle the lock because she won't murder the Brood - but it attacks her and she phases, and the Brood hits the airlock controls, opening the outer door and forcibly expunging it into space. Kitty phases to stay inside, and then helps Nightcrawler into the yacht - although he's now cold and looks lifeless.

Back in the Queen's chambers, Wolverine is about to administer the deathblow to the Queen when they get teleported out by the yacht! The yacht races away, all the X-Men, Lilandra, and Carol on board, but its about to come under fire!

Uncanny X-Men #164

The X-Men and Lilandra, aboard the Z'Reee Shar, have come under fire from Brood warcraft while fleeing Sleazeworld. Still within the star's gravity well, they can't jump to warp space yet, but the Brood are mysteriously firing warning shots rather than going for a kill. Unbeknownst to most of the X-Men (except Wolverine), they host Brood Queen embryos, and the "Mother-of-us-all" will not see them killed.

Wolverine, Carol, and Colossus head to the weapons, minimal though they are, but Colossus's firing is ineffective because he is yet unwilling to take a life. Cyclops and Storm also participate in their own distinctive way, neither willing to actually kill, although Storm loses control of her lightning bolts and destroys a ship instead of disabling it!

Suddenly the ship's rear shields buckle and the ship takes a hit, knocking out the warp drive! Not being able to repair from inside, someone will have to go E.V.A.(Extra-Vehicular Activity) to fix it. After a brief discussion, Kitty takes it upon herself to go out and fix it. She phases into a spacesuit and through the hull. The Brood tries to blast Kitty, but she phases, and they miss. As she gets to work, the Brood realize that they must have crippled the engine, and press their attack. Inside, Storm is catatonic from having killed, and Carol has another weird sensation pass over her - and wonders what the Brood did to her in the lab. Outside, Kitty gets hit by some stray shrapnel, taking a minor wound, but refusing to go inside before she's done. Suddenly, Carol transforms into something much more than human, and blasts all the surrounding Brood ships! At that moment, Kitty finishes her repairs, and tells Lilandra to throw them into warp, but doesn't respond to urgent subsequent radio calls...

X-Mansion, Earth. Professor X is preparing dinner, and Illyana comes at his telepathic call. Illyana asks Professor X some pointed questions - why does she sometimes hear him perfectly clearly when he's not nearby, and how did she learn to speak English so fast, and he reveals his telepathy to her. It is also revealed the Illyana can do "things" too, although she doesn't reveal what, and that Professor X cannot read her thoughts. Professor X gives up - his drive is broken by the apparent death of his X-Men and he merely wants to be left alone.

Back aboard the Z'Reee Shar, Carol Danvers, manifesting unknown energies, goes out to retrieve the wounded Kitty. Back inside, we discover that the warp drive has again died, and that the matter anti-matter drive has shut down as well, cutting off life-support systems. Their only hope is to restart the drive, and Carol instinctively knows that she has sufficient power available to do so. She succeeds but also discovers there is a limit to her new powers.

Later, after everyone has had a chance to rest, Carol and Colossus work on repairing the hull. Colossus invites Carol to join the X-Men, but she declines - she's always wanted to explore space, and joining the X-Men would tie her to Earth. Instead, she wants to stay out among the stars. Inside, Kurt checks on Kitty, and then goes to talk to Cyclops. Kurt is confused by Kitty's fast recovery - she suffered a serious wound and enough radiation to kill her 10 times over, but now she seems perfectly recovered. Wolverine wanders by in a snit, berates Cyclops again for not helping him kill the queen, and is otherwise rather moody and agitated. He storms off again.

Storm is in the shuttle hangar bay, trying to find her internal harmony. She starts to fly, but with a cry suddenly plummets to the floor. Cyclops rushes in, and convinces Ororo to confide in him. Storm confesses her disorientation and her loss of... soul. Suddenly a thought strikes her, and probing, she senses life within her! She probes deeper, and cries out "No!", hopping into a shuttle and leaving the ship without explaining anything to Cyclops.

Cyclops finally forces Wolverine to tell them the truth, and he does, including his confession that he thought about killing all of them but couldn't bring himself to do it. Carol, with a cry of rage, activates her Binary powers and blasts off into space - neglecting, however, to open the hatch. The rest of the X-Men are suddenly forced to deal with explosive decompression!

Uncanny X-Men #165

After Binary blasted off into space, accidentally tearing a whole in the hull, the X-Men are suddenly faced with explosive decompression. Quick thinking allows them to block the hole and restore atmospheric pressure long enough to let the ships automated repair systems actually fix it.

Back at the X-Mansion, Illyana, Stevie Hunter, and Moira MacTaggert are getting some sun. Moira goes in to talk with Charles. Reed Richards wrote a letter to her about Xuân Cao Mạnh, a mutant that he'd like her and Charles help training. Recently Moira and Charles have fought a lot about whether the school should continue, Moira says she's done fighting, but other options exist for the girl. Other options like Magneto and Emma Frost. Faced with that choice - its him or some of the greatest threats the X-Men have ever faced, Charles makes the decision he has to, and picks up the phone.

Storm pilots her shuttle, thinking herself through the options available to her. Suddenly, the Brood transformation begins, but the shuttle stumbling into the galactic core floods Storm with enough power to halt and even reverse the transformation! It then becomes clear to Storm what she must do. Summoning the power of the galactic core itself, she lights up like a young star for the briefest of moments (ripping the shuttle apart in the process). The Brood embryo does not survive the experience. Neither does she.

Back on the Z'Reee Shar, Wolverine convinces Lilandra that paying the Brood back in kind is the only viable response. Surprisingly, Cyclops comes around to agreeing with him.

Wolverine later stumbles upon Nightcrawler praying. This leads to a brief discussion of spirituality (or lack thereof), and ends with Wolverine suggesting they go look for beer.

Kitty dreams. In her dreams she's at a funeral, but the person in the coffin is also herself. Suddenly, it opens its eyes and changes into a Brood, reaching for her - she tries to phase but it still grasps her. It pulls her into the grave and only the young queen remains. Kitty awakes with a yelled "No!".

And quickly Peter is there to comfort her. Kitty is afraid of death - more specifically, she hates knowing she's going to die from something growing inside her that could take her at any moment, much preferring death in battle or in old age. After a long hug, Kitty wishes she was older, and to her surprise, Peter responds that he also wishes it were so. They kiss. However, Peter is adamant that Kitty is in fact too young, whereas Kitty figures societies rules don't really matter when you're at death's door. The discussion is cut short when suddenly Kitty spies... Ororo. The vision speaks briefly, then disappears.

Logan and Kurt are drinking something alcoholic that was whipped out by the food synthesizer, when Ororo also appears to them. Logan responds flippantly, then realizes it was Ororo - but by then she's gone again. She appears to them again, as a little child, muttering "sigh, this isn't right either", before disappearing once more.

Kurt and Logan run to the bridge to tell everyone they've seen Storm, where Kitty and Peter have already done so. Storm appears a few more times, each time looking differently. Suddenly, an Acanti is seen on visuals, and it swallows them - dampening their engines and weapons! At last, Storm manages to manifest in her X-Men uniform, and tells them there is no cause for alarm - the Acanti and she are one.

Uncanny X-Men #166

On the Brood colonized world Madrizar, a recently captured Acanti is infected with the Brood slaver virus. Suddenly, the Brood all turn at a bright light in the sky. It is the last thing they see. Binary unleashes her full fury upon the world, and devastates the Brood utterly. She frees the Acanti from its shackles, but it telepathically informs her that it is already infected, and there is no way to reverse the virus. There is only one way for it to be free, and Binary grants its request. Carol leaves the planet and runs into... Storm.

Carol is confused by Storm's appearance out in the middle of space. On the one hand, Storm cannot survive in vacuum. On the other, she was also implanted with a Brood embryo and should be dead. Storm reveals that she purged the embryo from herself in an act that basically did kill her, and that this was an astral form. She takes Carol back to her body. On entering Storm's Acanti-body/host through its mouth, they re-unite with the X-Men.

The X-Men tease Carol about the explosive decompression she caused leaving the Z'Reee Shar, but the joking is too much for Kitty, who finds it incongruous with their unavoidable death/transformations into Brood queens. Lilandra and Wolverine favor a vengeance mission back to the Brood homeworld, to kill the Queen and as many others as they can. However, Storm offers them another way.

She explains that when the Brood first came to their universe, they discovered the Acanti, large but gentle creatures that made easy prey and excellent starships for them. In their early raids they captured the Acanti prophet-singer, who shepherds the souls of the Acanti and without whom the Acanti are a doomed race. His corpse is the skeleton on which Sleazeworld's city is built. Now a new prophet-singer has been born (Storm's host), but the Acanti racial soul needs to be freed from the body of the old prophet-singer. If they released this soul, the newly born prophet-singer could come into his full power, and lead his people to safety. The soul is located at the base of the Prophet-singer's skull, in the territory, Wolverine knows from his previous experience on Sleazeworld, is occupied by creatures even the Brood fear.

Cyclops proposes Binary and Storm distract the Brood while the others teleport down from the Z'Reee Shar (i.e. from within the Acanti) and make for the soul. Wolverine objects, reasoning the only ones he can trust not to turn into Brood mid-battle are himself and Carol. Cyclops challenges Wolverine on this - "kill us now" he demands, and Wolverine has a brief tormented inner monologue... then he pops his claws. Kitty runs between the two of them, and Wolverine backs down.

The next "day", Storm/Acanti does a flyby of the skeleton and the X-Men head to the transporter room and beam down to the surface. The Brood take the bait, and the Queen demands the Acanti's capture. Suddenly, a Brood telepathically contacts the Queen, informing her of the X-Men's plan (and let us know that one of the X-Men has begun his transformation and is playing double agent). The Queen refuses her daughter's request to kill them, and assembles a hunting force to capture them.

Planet-side, Wolverine leads the X-Men towards the soul by following its 'scent'. Top-side, the Brood think they have the Acanti when suddenly Binary zooms in, springing the ambush and devastating the Brood fleet. Down below, the X-Men are fighting their way through a mixed group of monsters. Kitty gets grabbed by something, and phases through a wall to avoid it. Cyclops and Wolverine verbally spar - and Wolverine finds both the verbal sparring and Scott's berserker battle attitude out of character.

Kitty finds herself in the middle of a large nest, a nest with a pile of Brood skeletons nearby! Fortunately, no parent seems to be nearby. Mildly disturbed, she carefully makes her way out of the nest, unaware that she is seen and followed.

In space, numbers finally begin to take their toll, and Carol is overwhelmed and neutralized. Storm is about to flee to save the nascent Prophet-Singer, but then suddenly the Starjammer drops out of hyperspace!

Below, Wolverine - disliking Scott's recent attitude - maneuvers to get a scent, and what he smells displeases him. Lunging at Scott, he pulls the visor off to reveal Scott has begun his transformation into a Brood queen. He blasts Wolverine and Colossus, and then the Queen springs her warriors upon them, stunning Lilandra and Nightcrawler. The X-Men all unconscious, the Brood Queen makes them her prisoners.

Kitty has been on the run from Brood patrols since shortly after she left the nest, and finally, her endurance is spent. The Brood capture her, when suddenly a soft "ahem" is distinctly heard, and then the corridor fills with flame! Kitty, vaguely shocked by her rescue, is further surprised to find her rescuer is a pint-sized dragon. One last Brood interrupts their meeting with a blaster shot, narrowly missing but opening a hole to a brilliantly glowing chamber. Mesmerized, both the Brood and Kitty are compelled to walk into the chamber!

The Brood hunting party is making its way back to the royal crèche when the Brood/Cyclops loses control of its optic blasts, knocking the Queen for a loop, and Scott gains control briefly. Wolverine takes advantage of the confusion to maneuver himself into taking a hit, freeing himself from his shackles. As the young Queen re-asserts itself over Cyclops, Wolverine knocks it out. Then, taking advantage of the Queen being momentarily unconscious threatens the other Brood with her death if they don't drop their weapons and release the X-Men - they comply.

Shortly, the X-Men find a crystalline chamber, and Kitty walks out to greet them. She tells them a Brood that came in with her was turned to crystal in the chamber - judged by the Acanti's soul and found wanting. The X-Men resolve to enter, and the Queen insists on accompanying them. Suddenly the X-Men notice the Queen is corrupting the chamber - as are they. (At least, those still hosting queen embryos.) Wolverine commands a withdrawal, but the Queen takes advantage of the distraction to stab him. He cuts off her stingers while they are in his back, and collapses before picking himself up again. The other X-Men begin their transformation into Brood, and Wolverine pops his claws and moves toward Kitty! Suddenly, Carol swoops in and prevents him from finishing her. Wolverine tells Carol to forget him and save the Acanti. The Queen tells them that even if they killed her and all the other X-Men, another Queen embryo exist - and that it imperils Earth. Carol ignores the Queen and the X-Men and instead somehow uses her solar affinity to distill the soul-essence from the chamber and return it to the Acanti young prophet-singer. The passing of the soul kills the embryos - restoring the X-Men to health, and turns the Brood Queen to crystal!

The X-Men are teleported out by the Starjammer just moments before Sleazeworld explodes from the stress of Carol's actions. Kitty wonders what became of the dragon.

Epilogue: Storm is restored to health, the X-Men are wounded but recovering. The Acanti are free. However, Wolverine points out that the Queen claimed there was an embryo which imperiled Earth - and that could only be Charles Xavier.

Uncanny X-Men #167

The New Mutants are spending their evening at Xavier's School for Gifted Youngsters watching an episode of Magnum P.I. in relative quiet when suddenly the X-Men burst into the mansion seeking out Professor X, as they have determined that he has been infected with a Brood Queen embryo. During the confusion, the X-Men and New Mutants battle each other while Kitty goes upstairs looking for the Professor. Despite being armed with a Shi'ar blaster, she is easily disarmed by Xavier knocked downstairs. The X-Men round up the younger mutants downstairs when Xavier transforms into his Brood form and attacks them all. Cyclops blasts the Brood out of the mansion, and the teams are joined by Binary to attack the monster on the grounds. After a pitched battle, they finally subdue the Brood. With the Brood unconscious, Xavier is able to assert himself and communicate with the teams and begs Cyclops to kill him, but he refuses.

They bring the Brood aboard the Starjammer in order to have Sikorsky and Dr. Moira MacTaggert attempt to reverse Xavier's transformation into the Brood. However, they are unable to the reverse the process, but they do clone a new body for Xavier and intend to transplant his mind into it.

Elsewhere aboard the ship, Kitty is recovering from her injuries with Piotr Rasputin and Illyana Rasputina by her side. Storm observes them and notes that her once close friendship with Kitty might be coming to an end which causes her to feel alone. She speaks with Nightcrawler and they remark on the New Mutants who were formed during the X-Men's absence. Nearby, Scott asks his father, Christopher Summers, if he can join the Starjammers when they leave Earth. Corsair agrees, and asks Scott if he wants to meet his grandparents before they leave.

Gladiator arrives aboard the Starjammer demanding to see Lilandra. He reports to her that he recently encountered the Fantastic Four and learned that Reed Richards had prevented the death of Galactus. Upon hearing this, Lilandra is furious, and sends a holographic message to Richards and Susan Storm warning that they will be held partially responsible under Shi'ar law if Galactus continues to destroy worlds.

The transplant of Xavier's mind to his new body is successful and, since this new body's legs are undamaged, he is able to stand unassisted briefly. But the psychosomatic pain is too great for him to remain standing for more than a few moments. However, Dr. MacTaggert suggests that he may be able to walk pain free with sufficient therapy.

Xavier formally introduces the X-Men to his new students, and announces that Kitty will leave the X-Men and join the New Mutants, much to her surprise and dismay.

Uncanny X-Men #168

Kitty Pryde is upset that Professor Xavier has demoted her from the X-Men to train alongside the New Mutants, a move that she feels is unfair since she believes that she is more skilled than the new students and that she has proven herself as an X-Man. As she rants to her friend, Illyana Rasputin, who tells Kitty that she is tired of listening to her complain, they realize that they are running late for their dance class with Stevie Hunter. Kitty and Illyana race off to their class unaware that Lockheed had been watching them from inside the mansion. At Stevie Hunter's dance studio, Kitty is still fuming over being demoted from the X-Men, and Hunter advises her to fight for her right to stay with the team.

In the mansion, Logan is preparing to go on vacation to the Canadian Rockies. He discusses Kitty's removal from the team with Kurt Wagner. Both men conclude that, although Kitty has been an asset to the group, she is also at risk when fighting alongside them.

Down below, in the Danger Room, Lilandra runs Xavier through some exercises to help him gain the ability to walk after being given a new, cloned body. He is frustrated at his mind's failure overcome the mental barrier preventing him from walking. Lilandra discusses her plans to leave Earth with the Starjammers to return to the Shi'ar Empire and asks Charles to join her, but he hesitates as he feels his responsibilities keep him on Earth. Outside the mansion, on the eastern part of the estate, Ororo Munroe encounters a sudden storm that she cannot control, and she feels cold for a brief period. But soon, the storm passes.

Nightcrawler visits his girlfriend Amanda Sefton at her apartment in Manhattan.

Back at the mansion, Kitty detects a possible intruder and goes to investigate. She finds Lockheed in the maintenance tunnel, beneath the mansion. Suddenly, they are attacked by Sidrian Hunters who have remained in the mansion since their previous attack, months ago. Colossus arrives, and together they defeat the Sidri. As a result of Kitty's maturity in handling the attack, Xavier agrees to let her rejoin the X-Men on a provisional basis.

Before travelling to Alaska, Scott Summers makes a stop at Shark Bay, Florida to visit with Lee Forester. He explains to Lee his recent adventures with the X-Men and his plan to visit his grandparents in Alaska. Upon his arrival in Anchorage, Scott meets with his father (Christopher Summers) and brother (Alexander Summers) where they plan to hire a plane to take them to Scott's grandparents. However, when they meet the pilot, Madelyne Pryor, they are shocked at her striking resemblance to Jean Grey.

Uncanny X-Men #169

Candace Southern returns home to the Manhattan penthouse apartment that she shares with Warren Worthington to discover feathers and blood on the floor. She hears an intruder still inside and calls Professor X for help, but Sunder interrupts the call by confronting Southern. Xavier contacts Nightcrawler telepathically, who is visiting his girlfriend Amanda Sefton in her Manhattan apartment, and explains that Worthington and Southern have been attacked. Nightcrawler teleports to the exterior of Worthington's apartment and sees someone carry the Angel into a subway entrance. Before he can pursue, Southern is hurled through the penthouse window and Nightcrawler grabs her before she falls to the street below, and teleports them both back to safety inside Sefton's apartment.

Later, the X-Men gather at Sefton's apartment, but without Wolverine as he is in Japan. Storm asks Xavier via telepathic link if Wolfsbane can be made available to assist in tracking Angel's location, but he states unequivocally that New Mutants are students and are not to participate in missions. Instead he suggests that Storm use Mini-Cerebro to track Angel. The X-Men depart to search for Angel; leaving Southern, Lockheed, and Sefton to wait at the apartment.

The X-Men go to the subway platform where Nightcrawler saw the unknown assailant carry Angel; Storm checks the Mini-Cerebro which indicates that Angel is far below the subway station. As they travel further beneath the surface to the Alley, Storm becomes more agitated due to the enclosed space, noise, and filth. Eventually, they are attacked by a group of Morlocks and Storm directs Sprite to scout the area while she, Nightcrawler and Colossus fight off the attackers. Sprite phases through a wall and finds a group of four Morlocks: Sunder, Callisto, Plague, and Masque, who appear to be coordinating the attack. She is quickly discovered and Plague lunges at her; she phases and escapes but feels desperately ill after being touched by Plague. The Morlock attack of the three X-Men breaks off and they continue their search for Angel, leaving Sprite behind, unaware of her situation. They eventually find Angel unconscious and held captive by Callisto who intends for him be her prince. As she moves to cut Angel's pinfeathers to prevent him from flying, the X-Men stop her, but before they can free Angel they are overwhelmed by Morlocks. Elsewhere, Caliban finds Sprite and recognizes her from when he attempted to abduct her and takes her to a bedroom to care for her in the hopes that she will be grateful for his efforts and fall in love with him. However, he is unable to reverse the effects of Plague's sickness and fears that she is dying.

Meanwhile, Tessa has summoned Sebastian Shaw to the Hellfire Club. When he arrives she explains that Emma Frost had wanted to warn him about some danger, but was attacked by an unknown force and fell into a coma before she could communicate the threat. Shaw and Tessa discuss that only a telepath of phenomenal strength would be capable of subduing Frost, but the only person who would seem able to accomplish this is Xavier. Shaw dismisses the notation immediately as the professor is, "too high-minded and honorable."

Uncanny X-Men #170

Scott Summers and Madelyne Pryor are on their first date together, alone at a chalet in Reindeer Falls, Alaska. Summers shows a picture of Jean Grey to Pryor, revealing to her the striking resemblance she has with his now dead girlfriend. Pryor is taken aback by the revelation, but still wants to pursue a relationship with Summers and they continue enjoying the evening together. In the morning, Pryor playfully reaches for Summers' Ruby-Quartz Sunglasses to shade the sun from her eyes when he reacts violently, pushing her away. Summers reveals his mutant powers to her and explains that he cannot control it without the glasses. She is not put off by the revelation and wants to continue seeing him.

Storm, Nightcrawler, and Colossus have been captured by the Morlocks while Callisto intends to continue with her marriage to the kidnapped Warren Worthington. The X-Men escape their bonds and Nightcrawler captures Callisto and threatens to kill her if they don't allow them to leave. In turn, Plague touches Storm causing her to fall ill and threatens to afflict her with a fatal illness if the X-Men don't surrender. In the end, Nightcrawler yields since he never really intended to kill Callisto. Meanwhile, Caliban is caring for Kitty Pryde, who was also touched by Plague. Kitty asks Caliban to help the X-Men, and promises to stay with him if he does. Caliban brings Kitty to Callisto, begging her to save the girl, Callisto refuses. Caliban tells the X-Men that the only way to overrule Callisto would be to defeat her in trial by combat. Nightcrawler immediately challenges Callsito, but Storm insists that since she leads the X-Men it should be her to issue the challenge, despite being weakened by Plague. Callisto accepts Storm's challenge, and warns her that she cannot use her powers during the duel. The pair fight fiercely, each armed with a knife. Eventually, Storm gets the upper hand and stabs Callisto in the heart, causing her to collapse. Storm releases Worthington from his bonds and announces to the Morlocks that she now leads them, having defeated their previous leader in combat. Callisto's death is prevented only by the timely intervention of the Morlocks' Healer.

Mystique experiences a dream where she is being hunted by horsemen in 18th century England. She falls and breaks her ankle and is eventually captured by the hunters' hounds. Jason Wyngarde pulls the dogs off and allows Lady Jean Grey to slash her throat. At this point, Mystique wakes from her nightmare and realizes that her ankle is sore in reality. She joins Destiny in their kitchen for coffee where the latter reveals that some force is preventing her from seeing certain future timelines. Suddenly she realizes that there is a timeline where Rogue is in danger; Mystique immediately races to Rogue's room to find it empty. Rogue is on a bus, leaving Washington, D.C., unsure why she is leaving home.

Uncanny X-Men #171

Storm addresses the Morlocks in the Alley as their new leader, having defeated Callisto in a duel. She announces that they shall not attack the surface dwellers any longer. Callisto, despite her weakened state, confronts Storm and threatens to take back leadership of the Morlocks one day, but Storm disregards her threat. Nightcrawler is concerned that Storm's personality is changing to become much more ruthless, and she doesn't seem to mind.

Back at Xavier's School for Gifted Youngsters, Lilandra is helping Charles Xavier with his therapy to recover his ability to walk with his newly cloned body, but his efforts are becoming too painful. Xavier detects that Rogue has arrived at the school, and notifies Colossus to greet their visitor. Xavier gathers the X-Men along with Illyana, Lilandra and Rogue to hear what she has to say. She asks for Xavier's help in controlling her powers, but Ariel (Kitty Pryde), Nightcrawler, and Storm are skeptical. After a brief discussion, Xavier asks the others to leave so he and Lilandra can talk with Rogue without distraction from their negative emotions. The X-Men leave to take out their frustrations in the Danger Room. Illyana intends to start a training program, but instead brings up and image from Belasco's throne room. Kitty is surprised by the manifestation, and attempts to turn off the program, but Illyana, possessed by some form of madness, produces the Soulsword and attacks her. Kitty disarms her which brings Illyana back to her senses. Ororo spends time alone in her loft reflecting on the changes in her personality recently, when Xavier calls the X-Men back to his study and declares that Rogue will be a member of the team on a probationary basis.

At the Danvers' home in Beverly, Massachusetts, Carol Danvers visits with her parents. As Carol leaves, the good-bye is a hollow one as her personal feelings towards her parents are gone since Rogue stripped away her memories and powers. She returns to Xavier's school shocked to find Rogue there and immediately attacks her. The X-Men break up the battle and explain to Binary that Rogue has been admitted to the school as well as membership to the team. However, the X-Men are reluctant to welcome the former villain until Xavier convinces them that any mutant should be given a chance for a better life. Hearing this, Binary flies off in anger.

In Anchorage, Madelyne Pryor wakes up from a nightmare, and Scott Summers comes running to her side. After she calms down she tells Scott about the 747 crash where she was the only survivor. She gives the date of the accident as September 1, 1980 which Scott recognizes as the date Jean Grey died.

Uncanny X-Men #172

Members of the X-Men arrive at Mariko Yashida's apartment in Japan ahead of Wolverine and Mariko's wedding, which is to occur in 5 days. Wolverine greets all of them warmly, except Rogue, who remains in the doorway until Mariko welcomes her inside. Logan has not forgiven Rogue for taking the powers and memories from Carol Danvers, but Storm says that Charles Xavier has accepted her as a member of the team. Silver Samurai is outside the building, spying on the conversation inside when he is attacked by Yukio. Wolverine hears the commotion and asks Nightcrawler to teleport him outside to find out what is happening. Wolverine immediately attacks the samurai who flees; Yukio also runs away, leaping across the rooftops, but looses her footing. Storm catches her before she falls to the street below, and the women have a brief conversation before Yukio makes another playful exit. The group returns inside where Storm explains that Harada had previously teamed up with Viper to battle the New Mutants which resulted in the death of Xuân Cao Mạnh. Wolverine describes Clan Yashida's ties to the criminal underworld in Japan, and how Mariko's father Shingen was head of the clan until Wolverine killed him. They theorize that the Silver Samurai may be looking to expand his influence globally. Mariko secretly leaves the apartment for a meeting with Kenuichio Harada; meanwhile Viper knocks Mariko's maid unconscious and takes her place to serve tea laced with poison to the X-Men at the apartment. Wolverine drinks the tea, realizes it's been poisoned and warns Storm as he falls to the floor. Storm drops the tea before having a drink, but the rest of the X-Men have already succumbed to the poison.

Mariko leaves for her secret meeting with Keniuchio, not realizing that her driver is in fact Yukio in disguise. She arrives at a nondescript warehouse where Harada, Viper and Nabatone Yokuse are waiting for her. Nabatone will act as arbiter of the dispute between the two, but Mariko declares that she rules Clan Yashida regardless of Keniuchio's claim. However, Nabatone reveals that she not really Mariko but Yukio in disguise, which sets off a battle between her and Silver Samurai. Meanwhile, Viper goes out to Mariko's car to find her, but after opening the door she is blown back by a powerful wind gust, knocking her unconscious. Storm tells the real Mariko to leave immediately while Storm joins Yukio in the fight against Harada. She directs a bolt of lightening at him, but it is more powerful than she expected so she tries to draw the power back into herself. But she loses control and lightening fires throughout the warehouse detonating explosives. Yukio, seeing the danger, grabs Mariko's kimono she discarded earlier and leaps to smother and push Storm and herself out of the warehouse as it explodes. Silver Samurai survives the explosion and recovers Viper, vowing revenge.

At a Tokyo hospital, Wolverine and Rogue have both recovered enough to go after the Silver Samurai while the rest of the X-Men remain in intensive care.

In Anchorage, Alaska, Scott Summers is searching through files on Madelyne Pryor intending to find a link between her and Jean Grey. His brother Alex confronts Scott on his activities questioning his motivations.

Uncanny X-Men #173

In Tokyo Japan, Wolverine and Rogue interrogate yakuza members in a Ginza district bar to find out the whereabouts of yakuza leader Nabatone Yokuse. They get information from gang member Akio that leads them to their quarry, however when they reach Nabatone's estate they find that the crime lord has been dead for some time. Wolverine realizes that they've been tricked to leave the X-Men unprotected at the hospital, where they are recovering from being poisioned. They rush back to the hospital to find that Viper and Silver Samurai have already led a group of assassins there to kill the X-Men. Rogue battles the group of assassins while Wolverine takes on Silver Samurai. Wolverine defeats the samurai and is about to kill him when Mariko Yashida intervenes, begging for mercy for her half-brother. Viper arrives armed with a ray gun and fires at Wolverine and Mariko, but Rogue blocks the blasts from the gun until the device overloads and is destroyed. However, Rogue is mortally wounded by the blasts; Wolverine helps her recover by allowing her to absorb his healing power to restore herself.

Elsewhere, Yukio seeks sanctuary for Storm and herself at the residence of her friend, Tak. He refuses to allow them inside since a death mark has been put on them by a yakuza leader. They decide to make their way on foot to the hospital where members of the X-Men are recovering, but a group of street thugs confronts them. They take out the gang easily and Storm finds herself enjoying using her powers to inflict pain on their attackers.

One week later, at the Clan Yashida Ancestral Stronghold, while Mariko is preparing for her and Wolverine's wedding ceremony, she is approached by a mysterious man who wishes her and her fiancé well. Later, the wedding party gathers for the traditional Shinto ceremony, Lilandra is taken aback by meeting Madelyne Pryor for the first time, mistaking her for Jean Grey. Storm arrives showing off her new more rebellious look for the first time to her teammates; Kitty Pryde is horrified by the change. Mariko arrives and announces that there will be no wedding since Wolverine is not worthy, and quickly leaves, ending the proceedings. Jason Wyngarde appears in the background, satisfied with how things unfolded.

Uncanny X-Men #174

Scott Summers and Madelyne Pryor are on the Starjammer enjoying the view of Earth when Scott's father Christopher Summers and Hepzibah take them to the bridge to meet the rest of the Starjammers and they reveal that Binary has joined the crew. Corsair asks Scott if is still interested in leaving with the Starjammers, but Scott hesitates. Madelyne tells him not to refuse on her account. In the ship's infirmary, Lilandra is helping Charles Xavier with his physical therapy to gain the ability to walk, but she finds that the source of his problem is physical and not mental. She receives a message from the Shi'ar Empire about her sister Deathbird and the inevitability of civil war. She declares that she must soon return home and asks Xavier to return with her, but he feels duty-bound to stay on Earth due to his responsibilities with the X-Men and New Mutants. Then they discuss Scott's relationship with Madelyne Pryor and if she could somehow be connected to Jean Grey as the Phoenix.

At the Clan Yashida Ancestral Stronghold in Agarashima, Japan, Wolverine confronts Mariko Yashida about why she called off their wedding. She reiterates that he is not worthy, but he doesn't accept this response and drops her clan's honor sword in disgust. Mariko directs her half-brother Kenuichio Harada to retrieve the sword and tells Wolverine to leave her sight forever.

Kitty Pryde relaxes in her room at Xavier's School for Gifted Youngsters before she visits Piotr Rasputin's room while he is struggling with his latest painting. She convinces him to leave his room and close his eyes so she can show him a surprise, she then jumps into his arms and surprises him with a kiss. After he gets over his initial shock, she extends her phase power to him allowing him to walk up through the ceiling carrying her to Ororo's attic loft. As they kiss again, Storm arrives and interrupts them. Kitty is surprised that the loft is no longer filled with flowers, but Storm says that she has changed her home to match her recent change in personality. In Jean Grey's old room at the mansion, Rogue is recovering from injuries suffered at the hands of Viper. Kurt Wagner is with her and explains the history of Jean Grey as the Phoenix including her eventual death. He returns to his room to find a gift from Amanda Sefton of a doll in her image.

Scott proposes to Madelyne and she accepts, afterwards she flies them back to Anchorage, Alaska. On the way, Scott checks on the passengers and a priest hands him a picture of Jean Grey claiming that Scott had dropped it. Scott is flustered, since this picture is not his and wonders how it got there. Later that evening, they arrive at Madelyne's house where Jason Wyngarde is lurking in the shadows. Scott asks her if she is Phoenix and she responds by furiously hitting him, knocking his Ruby-Quartz Sunglasses off. After putting on his spare glasses, Scott goes looking for Madelyne in the house but is attacked by Dark Phoenix.

Uncanny X-Men #175

The X-Men are at Xavier's School for Gifted Youngsters chopping down a dying tree when suddenly a large firebird appears in the sky above them, and Cyclops falls from the fiery image. Rogue catches him, and Storm directs Nightcrawler to take him to the infirmary, but he belays that concerned that Phoenix has returned from the dead. Professor X summons the team to his study where he uses Cerebro to attempt to verify Summers' fears, but is knocked out by electrical feedback from the mutant detector. Nightcrawler teleports him to the infirmary while Kitty inspects Cerebro, and finds that all the safety interlocks have been disengaged and the settings reversed which caused the professor's power to be reflected back at him, which would have to have been initiated by the professor himself. As the group discusses how and why this could happen, Dark Phoenix rises out of Cyclops causing him to collapse. The team attacks her but are easily defeated by her powers, except for Wolverine who sees no point in an attack at this time. Phoenix leaves to perform some 'errands', promising to return to finish what she started.

After the team recovers, they call the Starjammers on their communication system; Corsair answers and tells them that Phoenix has attacked their ship and that the other Starjammers have been killed. Soon, there is an explosion on the screen and the connection terminates. Next they contact the Avengers, but their conversation with Captain America is cut short by another explosion. They patch into a military satellite to confirm that Manhattan has been destroyed.

In the infirmary, Professor X is stable but still unconscious, while Cyclops also remains unconscious but without any physical damage. However, Cyclops' disembodied consciousness observes the X-Men attending to his body; unable to communicate with his teammates. In this state, Summers sees a vision of his mother, but she disappears before he can reach her. Cyclops wakes in his body and realizes that they have fallen victim to their foe Mastermind. He attempts to warn the rest of the team, but as they are still under the influence of Mastermind, see him as Dark Phoenix and attack him accordingly. Storm uses her powers to control the wind to bring Cyclops close where Colossus can take a swing at him, cracking a couple of his ribs. Cyclops manages to turn the tables enough to make his escape, but Kitty tackles him by phasing through a wall when he throws them both off the balcony causing her to instinctively phase them both through the floor and down into the Danger Room. Nightcrawler teleports down to the control booth of the Danger Room to set it against Cyclops, but Scott has rigged the panel to shock Nightcrawler senseless and then he puts Kitty to sleep with a nerve pinch. The remaining X-Men confront him in the Danger Room, but he uses a remote control to change the environment to imitate the Savage Land and hides in the jungle while they are distracted.

Elsewhere, Madelyne Pryor, dressed in Dark Phoenix's costume, and is utterly confused. Mastermind reveals himself to her and explains that the Phoenix is responsible for causing his madness and since he cannot act against her, he is taking vengeance against her teammates. He then taunts Pryor by making her think he is Scott, stealing a kiss, and laughing at her reaction as reveals his true form.

Cyclops continues to evade the X-Men in the jungle, however he must cross an open field to the exit of the danger room when Storm attacks him. But she throws off her lightning bolt, and as Cyclops hits her with an optic blast he wonders if she has figured out Mastermind's deception. Rogue catches Storm and lands between Cyclops and the door, but he uses a wide-angle blast the against the surrounding field of "Oz Poppies" to release the dust to render her unconscious. He shuts down all of the mansion's surveillance equipment so Mastermind won't know where he is, and then takes Rogue to the infirmary. There he wakes her and quickly touches her hand to Professor X's forehead so she will gain his telepathic power and then be able to read his mind and realize that Cyclops is not Phoenix. The remainder of the X-Men appear but before they can attack Cyclops he has Rogue telepathically connect all of their minds to prove his identity. Then Phoenix appears behind them and attacks Cyclops but he knows that it is just an illusion that cannot harm him. However a gunshot takes Cyclops down, which is detected by Wolverine who realizes that Mastermind is behind the attacks on the team. He lets Storm know that Mastermind is nearby and she summons a furious monsoon that blows the villain into a wall and knocks him senseless. Wolverine pops his claws and goes for the kill, but Storm prevents him from executing the villain. Scott recovers and finds Madelyne lying face down in a pool of water left from the storm; he rushes over to resuscitate her.

Later, Scott lays flowers on Jean Grey's grave at the cemetery of St. Stephen's Chapel at Bard College. He returns to Xavier's school where he and Madelyne are married in the company of friends and family.