With Emperor D'Ken threatening to destroy the universe while trying to utilize the power of the M'Kraan Crystal, the X-Men and the Starjammers discover that when the specific stars come into alignment, the crystal will become available to D'Ken.

The X-Men and the Starjammers face the first of the M'kraan Crystal's Guardians, the first of which, Jahf, knocks Wolverine into orbit before being defeated by Banshee. The two teams then face the second Guardian, Modt, before Raza hurls D'ken onto the Crystal, causing the heroes to be pulled inside wherein they are forced to face their worst fears and memories. Phoenix quickly recovers and renders Cyclops unconscious lest his optic blasts injure anyone. However as he falls his beam strikes the sphere at the heart of the Crystal, causing it to crack. To prevent the neutron galaxy at the core of the sphere from destroying the universe, Phoenix's power is boosted by the life forces of the X-Men and Starjammers and she repairs the damage. The X-Men return home, followed by Lilandra who seeks to remain on Earth with Xavier until the Shi'ar High Council summons her home to replace her now insane brother as Shi'ar ruler.

Flashbacks: Corsair recalls the death of his wife & Phoenix recalls the fateful shuttle flight.

Notes:

• Corsair learns from Phoenix that Cyclops is his son Scott this issue.