Jean Grey has become the Dark Phoenix, a corruption of the cosmic entity bonded to Jean. Now the Dark Phoenix seeks to destroy everything in its path! What can the X-Men do to defeat it? Must they kill Jean Grey?
The Dark Phoenix explodes the Blackbird, sending the X-Men to the ground. They all manage to fell safety only to be attacked and easily defeated by Dark Phoenix. She turns into Colossus back to his human form and turns gold a tree that he was holding and it fell over him and Wolverine. Then she easily makes Storm, Nightcrawler and Cyclops to pass out.
Meanwhile in the Hellfire Club Senator Robert Kelly and Sebastian Shaw are talking about how dangerous are the X-Men and that they had attacked the club (last issue) and injuried two members - Harry Leland and Jason Wyngarde). Sebastian Shaw also talks about new Sentinels to defeat the X-Men with Senator.
Then, the Phoenix Force explodes into the sky. This giant burst of energy awakes Mr. Fantastic's radar, Spider-Man's spider-sense, and Dr. Strange and Silver Surfer's feelings.
The Dark Phoenix then flies into space, passing through Avergers Quinjet and Beast, who had decided to help the X-Men by himself without the Avengers. Professor Xavier (at Angel's Aerie) and Moira MacTaggert (with Banshee at Muir Island) also felt the increase of Phoenix Powers, and that she is out of control.
Phoenix then flies through Star Core One and Peter Corbeau also detects it. She then goes beyond Jupiter and creates a portal out of Milk Way. In a far away galaxy, she destroys a star to recharge her energy. The explosion of the sun causes an entire inhabitated Planet to burn and 5 billions people get killed. A Shi’ar battleship watches the explosion and decides to attack the Dark Phoenix. She easily destroys them, but not before they send a transmission to Empress Lilandra.
On Earth, the X-Men are joined by Beast and plan what to due with the Dark Phoenix. Suddenly Cyclops senses her inside his mind - She is coming back to Earth and is hungry!!!