Cyclops has been killed by Mastermind on the astral plane and his body has became weak, but he is still alive. Wolverine breaks into the room with his captured teammates and Mastermind orders Jean to kill Wolverine. Unaware to Mastermind, Jean has broke free of his control and while she attacks Wolverine she frees Cyclops. Cyclops quickly frees the other X-Men guided mentally by Jean. The X-Men then attack the Inner Circle. Cyclops shoots the ground above Sebastian Shaw avoiding hitting him and sending him undergrounds. There Nightcrawler only distract Shaw, because if he hits him, he gets stronger and then Storm freezes him. Colossus tries to attack Donald Pierce in his human form and is kicked away, then with his body transformed, Colossus breaks Pierce's robot arm but gets blinded by him. Mastermind chooses to camouflages himself and wait. Wolverine jumps in Harry Leland with his claws and when the mutant uses his powers to increase Wolverine's body mass, is knocked out by him.
Meanwhile, in Avengers Mansion, Beast receives a call from the police about an attack at Hellfire Club by the X-Men. He decides to erase the call and investigate it by himself.
Shaw and Pierce decide to retreat and fight the X-Men another time, because this battle they had already lost. Elsewhere, Mastermind, trying to slip away unnoticed, is confronted by Jean with intent on revenge, mentally drives Mastermind mad by showing him how big could be universal power.
The X-Men flee in their plane, but the manipulations of Mastermind has turned Jean into the Dark Phoenix and she blows up the plane.