The X-Men return to the mansion to find Havok and Lorna waiting to give a briefing? Alex tells them that the Z'Nox, aliens dedicated to plunder and enslavement, are approaching Earth, and that an advance ship landed at the South Magnetic Pole yesterday. As the others skeptically wonder how Alex can know this, Professor X enters the room. Their supposedly dead mentor informs the stunned X-Men that it was the Changeling who died, not him. They had swapped places so he could concentrate on preparing a defense after detecting the Z'Nox approaching. Meanwhile SHIELD's Helicarrier ineffectually attacks the Z'Nox's ship. Concerned this will prematurely alert the aliens, Prof X sends the X-Men. Their missile ship sheds layers as it progresses through the Z'Nox's barrage, finally piercing the alien ship. Back in the mansion, Xavier reaches out telepathically, touching every human mind, uniting millions of minds as one. Lorna directs this mental energy to the X-Men, who ampifly it and blast concentrated compassion at the Z'Nox homeworld. In agony the Z'Nox flee. However the strain seems to have been too much for Xavier, who collapses.