Villain: Dr. Steven Lang, Black Tom, X-Sentinels: Marvel Girl, Angel, Iceman, Beast, Cyclops, Professor X, Havok, Polaris

Guest Appearance: Peter Corbeau, Starcore astronauts Hilary, Col. Kutuzov & Dmitri, Solicitor Flaherty

Death: Dr. Steven Lang

Letters Page: Letters page coming soon!

Steven Lang watches as his plan comes to fruition: the old X-Men match up against the new X-Men. Iceman, Cyclops, Marvel Girl, Angel and the Beast, joined by Havok and Lorna Dane, square off against Wolverine, Nightcrawler, Banshee, Storm and Colossus, with Professor X leading the battle cry for old to exterminate new. Nightcrawler takes on the Beast and finds his strength and agility near overwhelming, as he throws the teleporting mutant across the room and in front of Cyclops, who lashes him with an optic blast. Nightcrawler makes an appeal to Cyclops, but his former leader appears to have nothing but contempt for him and his teammates. Wolverine and Colossus take on Iceman and the Angel, with Colussus executing the "Fastball Special" so Wolvy can make an aerial assault on the winged mutant.

Havok lays into Colossus with a force beam, but Colossus is able to stand up to it and overcome Cyclops' brother. Before Marvel Girl and Lorna Dane can apply the finishing blow to Storm, they're attacked from behind by the Banshee, who's primal scream scatters them. Wolverine challenges Xavier and demands to know what is going on, and in response, Xavier climbs from his wheelchair, stands in front of the Canadian mutant and punches him across the room. Marvel Girl follows up the professor's attack with a mind assault, but in so doing, Wolverine allows his senses to take over and realizes this Marvel Girl isn't Jean Grey after all. In his beserker rage, Wolverine uses his adamantium claws to rip through the body of Marvel Girl, much to the shock of his fellow X-Men, but as her body falls to the floor, it's revealed that she is clearly a robot!

Lang ruminates over his past plans: he made a pact with the Council of the Chosen to deal with the mutant problem. They wanted to control mutant power, Lang simply wanted to destroy them, and to do so, he betrayed the council by developing the X-Sentinels to finish them off. As Lang madly recounts his evil plans, the real Cyclops busts out of the "nega-tube" that imprisoned him, using his optic blasts to free his compatriots Professor X, Peter Corbeau, and Jean Grey. Lang flips out and takes to a flying gunship and starts to fire on the X-Men. Jean uses her mental abilities to push Lang's gunship into the visi-screen, whereupon he explodes in a fiery blast.

As the X-Men try to evacuate the rapidly disintegrating satellite, Corbeau informs the team that the shuttle's flight control computer is not working. As well, there's a large breach in the hull and no flight suits to protect them on re-entry. Making matters ultimately worse, they would have to fly through the worst solar flares on record to get back to Earth. Corbeau, the only man who can pilot the shuttle, wouldn't be able to survive the solar flares while the rest of the team sat protected in the shielded life-cell.

Jean Grey decides to take matters into her own hands, nominating herself to pilot the ship. She reads Corbeau's mind and assumes all knowledge on how to control the shuttle in flight, and claims that her telekinetic power will shield her from the solar radiation. Cyclops fights her on this issue, not wanting her to risk her life, but she drops him with a quick mind-blast so she can do what needs to be done without his interference. The rest of the team, especially Wolverine, understand this to be little more than a suicide mission, but tearfully they understand there is no other choice. With the rest of the team back in the life-cell, Jean uses her powers to telekinetically seal the hull of the shuttle, then lift off from the satellite. She pilots the shuttle away from the satellite, and into the solar flares, doing her best to hold on while Cyclops awakes, screaming in terror for the life of the woman he loves.

And, as the ship continues on its journey, the radiation begins to seep through, as Jean worries she is losing control.....

(continued in X-MEN #101)

--synopsis and panel images by Gormuu