The X-Men fight the Starjammers, who are Warskrulls in disguise. Inside their ship, Gambit helps the X-Men, while Lila Cheney and Deathbird locate the Warskrulls' matrix!

It's X-Man vs. X-Man as the fate of the universe will decided by the outcome of a battle that will pit friend against friend. Meanwhile back on Earth, the Shadow King makes his move and you won't believe who his pawn is. NOTE: This marks the last issue for the team of Jim Lee and Scott Williams on Uncanny X-Men as they move on to launch X-Men #1 with Chris Claremont.