Marvel Girl is taken over by the power of the Phoenix. Cyclops and Beast try to take her down but are incinerated in the process. Even Crystal (standing in for the Invisible Woman) is no match for the Phoenix.
Suddenly, Marvel Girl snaps out of her trance. Mr Fantastic speculates that the Z’Nox is attacking her psionically. Cyclops expresses deep concern for his team mate. Marvel Girl watches the battle taking place outside of the ship and the memories of the past nine days flash before her. They had to stop the Z’Nox before they destroyed another planet. But they are severely outnumbered and Mr Fantastic quickly changes their battle tactics, plunging the ship straight for the planet’s atmosphere.
Candy Southern barges into Cerebro, distracting Professor Xavier from his monitoring the X-Men. She has emergency news for Warren.
Meanwhile, back in the ship, with the Thing safely brought back into the ship, Mr Fantastic continues to aim it right at the Z’Nox’s base. They infiltrate the Z’Nox’s base station. They manage to evade one of the alien beings and make their way to the “centre of the Z’Nox gravity drive”. Mr Fantastic has a plan to tamper with this crucial device.
Outside, Cyclops, Marvel Girl, Crystal and the Human Torch fight and successfully knocked the alien being unconscious. They hurry to rejoin the rest of their team inside.
Back in the Savage Land, Bobby Drake is still trying to remember who he is. His saviour, who is Sauron assuming his human form, eyes Bobby carefully, knowing he is Iceman of the X-Men and one of his enemies.
With her telepathy, Marvel Girl tracks Beast, Mr Fantastic and the Thing inside. They find the three of them using Mr Fantastic as rope to climb down into the shaft. Mr Fantastic tells Beast to communicate to the others to prep the ship for immediate take off. The Thing completes the mission as he climbs further down into pressures that only he can withstand.
Unfortunately, the Z’Nox detected their intrusion and the shaft starts to seal the Thing below. Mr Fantastic and Beast have only seconds to rescue the Thing before the device activates. Using Mr Fantastic as a slingshot, Beast plunges down, grabs the Thing and catapults them both back up. They escape soon as the Z’Nox base explodes. With their equipment destroyed, the Z’Nox have no means of pirating other planets.
As they make their way home, trouble stirs someplace else on Earth. A young girl living in Illinois, by the name of Ashley Martin is threatened by a Sentinel in her own backyard.