Villain: Emperor D'Ken, Eric the Red/Shakari, Soul-Drinker

First Appearance: Imperial Guard, Starjammers, Soul-Drinker

Guest Appearance: Lilandra, Imperial Guard, Starjammers

Imperial Guard: Named: Gladiator, Oracle, Mentor, Hobgoblin, Tempest/Flashfire, Star-Bolt, Fang, Astra; Unnamed: Electron, Impulse, Magique, Neutron, Nightside, Scintilla, Titan

Starjammers: Corsair, Ch'od, Hepzibah, Raza

Cameo: Reed Richards, the Thing, Dr. Peter Corbeau

Letters Page: Letters page coming soon!

The Imperial Guard vastly outnumbers the X-Men: super-powered beings named Oracle, Tempest, Star-Bolt, Fang and man others, use their abilities to counter the assault led by Cyclops, Colossus, Nightcrawler, Storm, Banshee and Wolverine. Phoenix is out of action for the moment, due to exhaustion brought on by her stargate teleportation. The Guardsman named Hobgoblin changes form into a Barrach'an shovel-beast, but Nightcrawler uses his image inducer to turn himself into a shovel-beast that is twice the size! Hobgoblin is momentarily unnerved by this and shifts back into his normal form, and Nightcrawler ports to him and lands a knockout blow. Star-Bolt fires on Wolverine, searing off his clothes, which Oracle can't help but laugh at. Humiliated, Wolverine tosses Oracle into Star-Bolt, and then attacks Fang and steals his costume to replace his shredded togs.

Up on the dais in front of the large crystal is Lilandra, held by Shakari. She begs the supreme leader, her brother D'Ken, to free her and to stop the madness. He declares that nothing will stop until he has tapped the incredible power of the crystal. To finally slay her, they bring out a creature called the Soul-Drinker, that stands in front of her waiting to drain the vestiges of her soul. Nightcrawler ports to her side, then ports her away, which is the first time he's ever done such a feat. It leaves him barely able to stand after he ports both of them to safety. Cyclops demands to know more from Lilandra about what they are up against. She tells them the whole story: when she stood up against her brother, D'Ken, who wanted to claim the power of the deadly force of the M'kraan crystal, he arrested her and sentenced her to death for treason. She escaped from the imperial flagship in a scoutship, and made for outer space, where she came into contact with the brain waves of Charles Xavier, a strong force that entered her mind as if she had found a piece of her soul. She made plans to go to Earth and make contact with Xavier, in the hopes that he could help her. D'Ken was able to discover this connection, and sent his minions to chase down Lilandra on her quest to reach Earth. He also contacted an observer that was planted on Earth, Shakari, otherwise known as Eric the Red, and ordered him to destroy the X-Men and Xavier before Lilandra had a chance to exploit their power. To that end, he recruited Havok, Polaris, Black Tom, Juggernaut and Magneto through persuasion or mind control, to try and destroy the X-Men.

Now, the M'kraan crystal's power is in reach with the once in a million year event of nine death starts coming into alignment. Gladiator confronts Lilandra, and she begs him to reconsider his oath to D'Ken, who she says has gone mad. The fight between the X-Men and the Imperial Guard continues, with the X-Men outnumbered but still putting up a good fight. But all of a sudden, the cavalry rolls in: the Starjammers have arrived! The green beast known as Ch'Od and his sword-wielding comrade Raza, led by the space-pirate captain Christopher and his feline girlfriend Hepzibah, swoop down and level the playing field for the X-Men. Within a matter of minutes, the surprise reinforcement has brought the Imperial Guard to utter defeat. Greetings are made between the Starjammers and X-Men, with Christopher introducing himself to Cyclops as Corsair. Phoenix does a mind-scan of these interesting people, and discovers an interesting secret about Corsair that causes her to pause...but before she can reflect on it, D'Ken has declared that within moments, absolute power will be his, as the stars are now funneling the power to the crystal, opening a dimensional doorway from which he can access the power.

Across space and time, Dr. Peter Corbeau is in the Starcore space platform, talking to Reed Richards about a frightening phenomenon. For fractions of a second, all reality ceased to exist during a "cosmic blink" that reverberated through the fabric of time. He worries that any more such events could lead to the death of the universe!

(continued in X-MEN #108)

- -synopsis and panel images by Gormuu

- - panel scans provided by Jonathan Clarke, aka doesitmatter