The Dark Phoenix has defeated the X-Men. Who remains with the power to oppose her? In a last ditch effort, Professor X enters the fray!
After consuming a star and killing 5 billion people in a far away galaxy, Dark Phoenix returns to Earth. Meanwhile, at Shi'ar Empire, Empress Lilandra calls a meeting with her council and they decide that for the Universe could survive Phoenix must be destroyed!
Back to Earth, Peter Corbeau had told US President Jimmy Carter that an huge amount of energy has been flying towards Earth and that something must be done. The President calls the Avengers, but it is Jarvis who answers the phone, because Beast had left the mansion after a call from Hellfire Club about the X-Men (The X-Men #134). Inside Xavier Institute for Higher Learning, Beast is working in a device to weaken Phoenix when they meet again. One more time Cyclops is trying to control his emotions about the terrible situation they are about Jean. At Danger Room, Nightcrawler, Colossus and Wolverine are in a hard training session trying not to think about Jean.
Jean arrives at her parents house at Annandale-on-Hudson and sneaks into the house. Her father John wakes up and is happy about seeing his daughter, but inside his thoughts he is scared, just like her mother and sister. Jean couldn't avoid reading their thoughts with her huge powers and gets very mad. She changes a plant into crystal and shouts at her parents, and then her father says she isn't his daughter any more, making her even more mad. The X-Men arrive, with Storm creating a fog outside the house and when Phoenix leaves outside, Nightcrawler puts Beast's device at her head. The X-Men fight Phoenix one by one and are all defeated because they still see Phoenix as Jean. When Cyclops arrives, the Phoenix is weaken but had imprisoned the other X-Men. Cyclops manages to talk her back to Jean's mind and feelings, and at this time Xavier arrives and hits her with a mental blast. Phoenix awakes again and has a huge mental fight with Professor X.
At the end, Xavier wins the battle with the help of Jean, and put a block inside her mind.
Cyclops proposes to Jean when she awakes and she says yes, but when they all were happy, they suddenly disappear in front of the Greys.
Features the first appearances of Touks' Enhaamin of the Shi'ar Grand Council.