Professor X is dying?! Also, Rachel Summers unleashes the full fury of her powers!

Mystique strikes a deal with Valerie Cooper. Rachel Summers goes to Jean Greys parents house; she finds the Holempathic Matrix Crystal, imbued with the essence of Jean Greys personality and Rachel claims the power and name of the Phoenix.

Magneto and Kitty Pryde are at a special reception at the Holocaust Memorial in Washington DC. Magneto is attacked by the Freedom Force, under orders from Valerie Cooper. The X-Men join in the battle but Magneto Surreders saying: "The time has come at last to take a stand, to face my accusers and my fate".