The X-Men follow the Dark Phoenix to the roof. After failed efforts of trying to calm the Dark Phoenix down, the X-Men use force to attempt to restrain her. Cyclops tries to reach out to Jean, but the Dark Phoenix is too strong and swiftly regains domination over Jean’s consciousness.
Tired of dealing with the X-Men, the Dark Phoenix leaves. Hungry for more power, she feeds on the D’Bari star system. The killing of the D’Bari alerts the Shi’ar of the Dark Phoenix’s ill intentions. The matter reaches the new Empress of the Shi’ar, Lilandra. She commands for an assembly of the Imperial Guards to fight the Dark Phoenix.
Back at the mansion, the X-Men contemplate how they are going to defeat the Dark Phoenix. Beast suggests using a “mnemonic scrambling device” on the Dark Phoenix to disorientate her thoughts and encourage her to leave Jean’s body. Xavier agrees with Beast and plan to ambush the Dark Phoenix.
They find the Dark Phoenix had returned to Jean’s childhood home. Jean relives her memories, even picking out her favourite stuffed toy of the mythical creature Cyclops. Caught off-guard, Gambit manages to fit the scrambler on the head of the Dark Phoenix but the device fails all too quickly.
Cyclops steps out from the shadows and talks Jean’s consciousness out from the control of the Dark Phoenix. Jean pleads for the X-Men to help her. Distracted, Xavier is able to psychically attack her. Angered, the Dark Phoenix fights back. Xavier challenges the Dark Phoenix to a psychic battle on the Astral Plane.
Xavier wins and contains the Dark Phoenix for now. Just as the X-Men thought the worse was over, they are greeted by the Shi’ar who have come for the Dark Phoenix/Jean.