The Juggernaut attacks Xavier and Lilandra. Xavier tells Lilandra to remove Juggernaut’s helmet so he can attack the latter’s mind, the only vulnerable part of his body. Xavier is taken out from behind by Black Tom. The Juggernaut flings an unconscious Xavier out a window.
Sean Cassidy, aka Banshee, rescues Xavier. Back in his room, Xavier is unable to convince Moira that Juggernaut and his partner-in-crime have captured Lilandra.
Meanwhile in a private hospital in New York, Jean has periodic manifestations of the Phoenix. Scott watches helplessly by her bedside. Storm, Jubilee and Gambit come to check on Jean, with Rogue who had just returned from her mission. Wolverine comes to alert the X-Men that Xavier wants them to help him rescue Lilandra from the Juggernaut. At first Scott has no heart to deal with anything, refusing to leave Jean. Wolverine manages to talk some sense into Scott. Scott tells Wolverine to head to Muir Island with Jubilee, Gambit and Rogue to check out Xavier's case while he and Storm remain behind to await news from Beast and Dr Corbeau regarding the location of the alien spacecraft.
Erik the Redd makes a deal with the Juggernaut and Black Tom to capture Lilandra. Erik the Redd goes back on his word and blasts Black Tom. The Juggernaut decides to take matters into his own hands and threatens Erik the Redd. Erik the Redd surrenders the reward of ten million dollars in exchange for Lilandra. In the meantime, the X-Men arrive on Muir Island and proceed to check out Xavier’s room for signs of Lilandra’s presence.
Captured, Lilandra sends out a telepathic distress call to Xavier. The only clue to her whereabouts is the Cassidy family crest. The X-Men head over to Cassidy Keep to rescue Lilandra. A fight breaks out but Erik the Redd, Juggernaut and Black Tom aren’t able to shake the X-Men off their tail.
Just then, the leader of the Sh’iar Imperial Guards, Gladiator, arrives on Muir Island. He has come to take care of matters that Erik the Redd isn’t able to: capturing Lilandra and acquiring the M’Krann Crystal. Proving his strength, Gladiator tosses the Juggernaut (who attacked him) across the sea to a neighbouring island.
The X-Men are no match for Gladiator and Black Tom promptly surrenders Lilandra. Lilandra calls out to Xavier. Xavier in turn calls out to his X-Men. It is Phoenix who returns Xavier’s call. Jean transforms into Phoenix and arrives at Muir Island in the blink of an eye.
Gladiator proves no match for the Phoenix, who sends Gladiator flying into space. Legend has it that the Phoenix is the guardian of the Crystal. The Phoenix senses that D’Ken has arrived.