Villain: Sebastian Shaw

First Appearance: Senator Robert Kelly, Science Officer Eluke, Captain Juber

Guest Appearance: Senator Robert Kelly, Beast, Angel, Moira MacTaggert, Science Officer Eluke, Captain Juber, Lilanda, Araki

Cameo: Reed Richards, Thing, Spider-Man, Dr. Strange, Silver Surfer, Banshee, Peter Corbeau

Innovations: Starcore Sun-Watch satellite, Phoenix destroys the D'Bari solar system

Letters Page: Page One

After Dark Phoenix causes the skycraft to splinter apart, the X-Men are forced into evasive action. Through teamwork, they all help each other to a safe landing. Just as soon as they get their bearings, Dark Phoenix begins an attack on them, cursing them and telling them that she is no longer the person they knew, but someone far more evil and aggressive. She puts all her force into defeating them totally, then flies off towards the heavens.

At the Hellfire Club, Sebastian Shaw meets with the police who are attending to the carnage. Senator Robert Kelly, an attendee of the evening's ball, offers condolences to Shaw for his friend, Harry Leyland, who was taken away to the hospital. Shaw suggests there is something Senator Kelly could do to stop things like this in the future, and that is to restart the Sentinel program. Before they can continue their discussion, they see the bright, overwhelming flame body of the Phoenix rise in the distance over Central Park. This, too, is noticed by other heroes, among them Dr. Strange, Reed Richards and the Silver Surfer, all of whom sense that it portends an omen of evil.

The Dark Phoenix streaks across the sky and up towards outer space, right by the Quinjet piloted by the Beast, who sets down next to his fallen X-Men comrades. He helps revive them and gets caught up on what has happened. They decide to head immediately to the school. Xavier and Moira compare notes about the recent events, with Moira stating that her remote scans showed the Phoenix power going off the cosmic power charts. Xavier worries that Jean, with receiving all this power much too soon, will be corrupted.

Streaking past the Starcore One Sun-Watch orbiter, Dark Phoenix slingshots around the Earth's galaxy's sun and heads far into the distance. After shooting across space and time, she needs to recharge her power, and heads directly into the star of the D'Bai universe. She consumes the totality of its solar power, causing it to super-nova and destroy all the planets in the galaxy, including one inhabited by five billion innocent lives. A Shi'ar Imperial Cruiser spots her and sees that she is responsible for the destruction of the planet. They follow the tactical commands of the Empire and attack. Dark Phoenix defends herself quickly and viciously, with the commander of the ship Juber's last communique to his leader, the Empress Lilandra, being that of warning: the Dark Phoenix has come to destroy them. Lilandra knows of the great power of the Phoenix Force, and realizes that it is her duty to exact vengeance against its power.

Back at the school, the X-Men rest while they wait for their next move. Suddenly, Cyclops sits up and realizes his psionic rapport with Jean has been triggered once again. Jean is coming back to Earth....!

(continued in XMEN #136)

--synopsis and panel images by Gormuu