The X-Men rush back to the Institute. They are greeted by Havok and Lorna to hurry up and change into their X-Men costumes. The X-Men are taken aback by the hostile welcome and resist the command. Havok and Lorna try to force them inside and the X-Men fight back.
Havok appeals to his brother that they need to act quickly before it is too late. Cyclops unhappily agrees to his brother’s request. The X-Men get changed and reconvene in the computer chamber. Havok shows them the video showing an impending Z‘Nox attack. The Z‘Nox had invented a weapon to transport their planet anywhere in the universe, and they are heading towards Earth to conquer it.
Cyclops and Beast challenge Havok’s incredulous claims. Lorna backs Havok. Angel does not believe Havok is smart enough. Marvel Girl starts crying, relieved that she does not need to keep Xavier’s secret anymore. Xavier reveals himself to be alive. The X-Men, except for Marvel Girl, are in shock.
Xavier explains that he had known of the Z‘Nox attack for sometime. A few months ago, the Changeling approached Xavier, seeking redemption. The Changeling was dying and he wanted to do good with the remaining months of his life. Xavier requests the Changeling impersonate him, and has Marvel Girl assist with faking the Changeling’s telepathic powers. But Marvel Girl was to keep this deception a secret. This charade gave Xavier enough time to concentrate on preparing a “counter-attack”.
And thus begins intensive training for the X-Men to prepare for the invasion. Meanwhile, the Z‘Nox begins their attack. With no time to lose, the X-Men are quickly sent off to infiltrate the Z‘Nox’s planet and take them down from inside their base. The X-Men give it their all to fight the Z‘Nox while the aliens rain catastrophes on Earth.
Sensing his X-Men weakening, Xavier instructs Lorna to boost his mental abilities to connect millions of minds on Earth. Harnessing the combined mental power of millions of minds, Xavier channels all this mental energy to Marvel Girl, who in turn transfers it into Havok, who converts it into cosmic rays to boost Cyclops’ optic blast to the maximum to propel the Z‘Nox away from Earth.
Victorious, the X-Men flee the Z‘Nox, who proceeded to destroy themselves. The X-Men watch on, concluding that the Z‘Nox were also affected by Xavier and could not in good conscience live with what they had done. Back at the Institute, Xavier collapses into a coma from the mental strain.