With Gladiator gone for now, Lilandra tells Xavier she needs to get back to her ship as soon as possible. Xavier vows that he and his X-Men will help her “safeguard the Crystal” at all costs. The Phoenix offers to transport all the X-Men to Lilandra’s ship.
Meanwhile, a flying craft approaches. Lilandra is alarmed, but Xavier assures her it is only Cyclops, Storm and Beast coming to join them. Cyclops finds Jean “searching the skies” for signs of D’Ken.
Cyclops: “Jean? Jean?”
Jean (Phoenix): (Flies down to him.) “It is good that you are here. Help me to prepare the others.”
Cyclops: “For what?”
Jean (Phoenix): “For the battle to save the galaxy.”
Cyclops: “I can help, just tell me how.”
Jean (Phoenix): “I will tell you what I can, but there is much I do not know, and much that I must do.”
With her powers, the Phoenix transports Lilandra, Cyclops, Wolverine, Gambit and Rogue up to Lilandra’s ship. But Jean’s body is still in a weakened state and nearly collapses from the strain.
Suddenly, Lilandra’s ship is attacked by a “stun ray” that is “specifically atuned to Sh’iar lifeforms”. The X-Men are only knocked off their feet, but recover quickly. The ship is invaded by the Starjammers (intergalactic pirates). The Starjammers are after the Crystal.
Cyclops is about to blast the leader of the Starjammers, Corsair, when Phoenix makes a startling discovery about Corsair with a mind probe (Corsair is Scott’s father). She stops Cyclops from blasting Corsair, just as Corsair orders his ship’s stun ray to take out humans. The Starjammers take off with the Crystal, as well as Cyclops. Corsair intends to use Cyclops as a human weapon against D’Ken.
Gladiator brings Erik the Redd back to D’Ken’s ship. Gladiator reports to D’Ken about the appearance of the Phoenix, guardian of the Crystal. Suddenly, D’Ken receives a message from Corsair. Corsair offers D’Ken the Crystal for half the “imperial treasure”. Not a man of his word, D’Ken orders the Imperial Guards to kill the Starjammers once they have the Crystal.
Corsair has his own agenda. The Crystal is only a ruse to enable Corsair to get close enough to D’Ken so Cyclops can destroy D’Ken.
Corsair’s ship is too fast for Lilandra’s ship to catch up to. Lilandra asks the Phoenix to “transport [them] to the Starjammer just as [she] brought [them onto Lilandra’s ship]”. But the Phoenix still needs to recover from her weakened state.
The Starjammer approaches D’Ken’s ship and docks. Corsair with Cyclops and the Crystal, prepare to board D’Ken’s ship. Corsair tries to strike up a conversation with Cyclops. Corsair tells him that he too came from Earth. He had two sons separated from him so long ago “[he] wouldn’t know them if they were standing next to [him]”, which ironically, he was standing next to his oldest son.
The Phoenix uses Jean’s mindlink with Cyclops to pinpoint his location, and that of the Crystal. With her powers, she transports the X-Men and Lilandra to D’Ken’s ship. The Phoenix arrives just as D’Ken tries to flee with the Crystal. Corsair tackles D’Ken, who turns out to be a shapeshifter. The X-Men fight the Imperial Guards for the Crystal.
The X-Men manage to shake the Imperial Guards off their backs, but D’Ken and Gladiator cut off their retreat to the Starjammer. Lilandra and the Crystal are in D’Ken’s hands. D’Ken unleashes the power of the “negative galaxy inside [the Crystal]” which will pull everything inside it.