With vacant eyes that once sparkled with life, Empress Lilandra watches as her Imperial fleet, under her orders, lays waste to the Shi’ar Empire. Controlled by Cassandra Nova, who is still in Xavier's body, Lilandra decides that rather than heed her adviser's words, she will order him killed. Before the order can be carried out, Cyclops and Xorn, recently freed from their shackles, arrive and easily dispatch the Imperial Guardsmen. Rather than face them in combat, Cassandra turns her back, and calmly walks to the transit stream, teleporting to the mansion below. The two X-Men use the next precious seconds to locate the comatose Lilandra before the starship explodes around them. In the Xavier Institute, Angel, the Stepford Cuckoo Girls and the Beak pool their resources to force Stuff to remove Emma Frost from her bonds. Meanwhile, in the Institute's basement the X-Men and the recently turned ally Superguardians discuss their current situations including the impending attack by Cassandra Nova, the Nano-Sentinels and the ailing body of Cassandra that Xavier is currently inhabiting. Taking a chance, they decide to let Cassandra's body die and allow Xavier's mind to move into Jean's. To buy time for the procedure the Superguardians move to the surface to confront Cassandra. The procedure is a success. Cassandra's body dies and Xavier's mind shares that of Jean's. Overflowing with Xavier's being as well as his power, Jean tells Beast that she can now see Cassandra and she is here. On the surface, Cassandra has easily defeated her Superguardian opponents and tells Charles that it will be his turn next.