Back at the mansion following Jean’s rescue mission, Xavier has lost communication with his X-Men. Even Cerebro is unable to break the psychic barriers of the Inner Circle.
Gambit, Rogue, Storm, Cyclops and Beast are taken hostage by the Inner Circle. Shaw, the chairman of the Inner Circle, plans to use the X-Men as “lab rats”. Jean is brought into the room and the X-Men witness Jean being introduced as the new member of the Inner Circle. Shaw questions Wynngard if Jean really “love[s]” him. Frost warns the two men that “the Phoenix cannot be deceived forever” and can turn against them.
Wolverine makes his way up into the building from the sewers. While the Inner Circle sit down for dinner, Cyclops tries to reach out to Jean via their psychic rapport. Frost senses it and quickly urges Wynngard to “engage her mind”. In Jean’s mind, Wynngard challenges Scott to a duel. With Jean’s mind against him, Scott is defeated by Wynngard.
While Wynngard is certain that Cyclops’ mind is destroyed, hence his body, Cyclops survives due to the fact that he is still “psychically connected to Jean Grey”. Wynngard orders the Dark Phoenix to kill the X-Men when Wolverine comes charging in. Dark Phoenix takes Wolverine out easily. With such display of power, and the Dark Phoenix under his control, Wynngard challenges Shaw for the chair of the Inner Circle. The Inner Circle votes against Shaw, making Wynngard the new chairman.
Suddenly, Jean recognises Wolverine and Cyclops. The Inner Circle had lost their hold over the Dark Phoenix. The Dark Phoenix flees the Inner Circle. With their inhibitors destroyed, the X-Men use their powers to drive the Inner Circle away.
Wynngard finds Jean on the roof. The Dark Phoenix turns Wynngard into a vegetable just as Cyclops finds his way up there.