After being transported through a star-gate by Phoenix, the X-Men find themselves on an ancient planet that is home to the M'Kraan Crystal, surrounded by several members of the Shi'ar Imperial Guard serving the evil Emperor D'Ken.

The X-Men emerge from the stargate on an alien world dominated by a massive crystal and are confronted by the Shi'ar's Imperial Guard. When the Shi'ar refuse to return Lilandra, the X-Men attack, despite being outnumbered. D'ken seeks to sacrifice Lilandra to the demonic Soul-Drinker; however, she is saved by Nightcrawler and informs the X-Men that D'ken's plan of seizing power from the M'kraan Crystal will result in the destruction of the universe. The X-Men face being overwhelmed by the Guard until the Starjammers arrive to help turn the tide. Despite the Guard's defeat, D'ken gloats over his impending victory as the Dath-Stars align and flood the Crystal with energy.

Flashback: Lilandra opposes D'ken and is forced to flee the Shi'ar Empire as result. D'ken's effort to capture her are recounted.