Villain: Emperor D'Ken, Guardians of the Crystal: Jahf & Modt, Soul-Drinker

First Appearance: Starjammer: Waldo the smart-ship, Kate Summers (flashback)

Guest Appearance: Lilandra; President Jimmy Carter; Joel; Peter Corbeau; Fantastic Four: Reed Richards, the Thing, Human Torch;) The Avengers: The Wasp, Yellowjacket, Black Panther, Beast, Captain America; Imperial Guard; Starjammers

Cameo: Misty Knight, Firelord, Mr. & Mrs. Grey, Kate Summers

Letters Page: Page One

As the X-Men, Starjammers and Lilandra stand over the battlefield where the M'Kraan crystal is flowering in power underneath the nine deathstars, Cyclops updates his teammates on all he knows that got them to this situation. Back in Earth's solar system, Dr. Peter Corbeau updates Reed Richards, the Avengers, and President Jimmy Carter on the "disruption of nuclear and gravimetric lines of force that bind all matter together." Though they don't know the source (the M'Kraan crystal power outflow,) they are quick to determine it could mean the end of the universe is at hand.

Back at the crystal, a diminutive, elf-like creature named Jahf makes his presence known to the X-Men and Starjammers. He declares he is to protect the crystal against intruders. Wolverine steps up to the little fellow, not taking his size seriously, but Jahf coils up his fist and punches Wolverine so hard he goes into orbit! Waldo, the robotic pilot of the Starjammer's ship, is sent to chase after Wolverine before he goes beyond escape velocity. Jahf continues his manhandling of the X-Men and Starjammers, and even Phoenix drawing a large meteor from outer space to crash on top of him doesn't affect his power. Banshee adopts a plan of his own, picking up the little elf and issuing forth the most focused and strong scream, destroying him. Unfortunately, once Jahf is dispatched, a replacement named Modt comes on the scene, claiming to be ten times powerful than Jahf- and if he is destroyed, someone ten times stronger than he will come out to guard the crystal. While Modt is bashing his way through the X-Men, D'ken bellows that no matter what they do, he is about to claim all the power of the crystal. Raza grabs D'Ken and tosses him into the energy field of the crystal, and suddenly, reality shifts for all those present.

They find themselves inside the crystal, with Phoenix walking to the light of the crystal and telling Scott that she senses an incredible beauty inside. But all of a sudden, a beam hits each individual inside the crystal, transporting them into a nightmare realm where they each face their greatest fear. For D'Ken, it's a face-to-face showdown with the Soul-Drinker; for Nightcrawler, it is the persecution and betrayal of his teammates; for Corsair, it's the reliving of the moment when he witnessed the murder of his wife, Kate. For Phoenix, she remains alert after the passing of her nightmare sequence, probably due to the special nature of her overcoming her greatest fear of death when she died and was reborn as Phoenix. While the other X-Men are "asleep" in their nightmare states, Cyclops powers have gone out of control. Phoenix calms his powers from blasting while his control over them is subsumed by the nightmares.

Cyclops' beams hit the crystal, sending it into a hemorrhage, and Phoenix senses she has to help it restore itself and so plunges inside the light, in so doing, canceling out the nightmare field and releasing her fellow X-Men from its grip. Inside the crystal, she finds herself exulting in the majesty of a neutron galaxy, where she can flower in all her Phoenix power. But the galaxy is held in place by a complex "latticework" of energy that is in the process of dying. She senses that if this energy dies, the N-galaxy will burst forth and subsume the rest of the universe, sucking it in like a black hole. She decides to take action to keep the energy in place, but she can't do it alone, as her ability to produce massive amounts of energy is being absorbed by the N-galaxy. She draws upon the lifeforce of both Storm and Corsair- who she reveals her knowledge of his true identity as Scott Summer's father- to anchor her to reality while she powers up the energy that binds the N-galaxy inside the M'Kaara crystal.

Major Christopher Summers, as Phoenix has revealed, rushes over to check on his son, Scott Summers, not knowing until now that Cyclops is his long-lost son. Phoenix' plan to restore the order of the fabric of reality succeeds, and the X-Men gather up their troops and head back to Earth through the stargate, where Firelord waits alongside Xavier, Misty Knight, and the Greys. He has called a truce after hearing about Eric the Red's deception. Lilandra follows through the stargate, telling Xavier that while the order of her kingdom is restored, she is staying with him on Earth as an exile.

- -synopsis and panel images by Gormuu

- - panel scans provided by Jonathan Clarke, aka doesitmatter