First Appearance: Hellfire goons: Salvatore, Cam, Jack, Mancusi

Villain: Emma Frost, Hellfire goons

Guest Appearance: Kitty Pryde, Dazzler, Carmen and Terri Pryde

Cameo: Jason Wyngarde, Sebastian Shaw (in flashback)

Innovation: X-Men skyship, Frost Industries, Dazzler skates

Letters Page: Page One

Kitty Pryde has spent the last hour being chased by the Hellfire Club goons, and finally, she is rescued by Phoenix, who stops her pursuers with a giant blast of her Phoenix force that destroys their car completely. Cyclops chastises her for being so destructive with her powers, but she coldly tells him they got what they deserve. Nightcrawler tries to comfort Kitty, but she's scared out of her wits at being thrust into such dramatic action, as well as Kurt's appearance. Jean takes a more sympathetic form and holds Kitty, telling her not to be scared and calming her down.

When they are finally able to exchange notes, Kitty tells the team all about the events that led to their teammates kidnaping. Phoenix reads the mind of the goon they have captive and finds out all about Emma Frost and the Hellfire Club, and where they're holding the X-Men. She realizes that Jason Wyngarde is also a member of the Hellfire Club, but cannot put the pieces together in her confusion. Later, they plan a "Trojan Horse" scheme to get inside the grounds of Frost Industries, where the White Queen holds the rest of the X-Men. Phoenix animates the Hellfire goon's every word and action while they drive the same car Phoenix had earlier totalled, as it was quickly put perfectly back together by Phoenix' awesome powers. Inside the car, the X-Men and Dazzler are tied up and gagged.

Meanwhile, Kitty Pryde sneaks back into the holding cell and unlocks the cage holding Wolverine. He is dazed from the inhibitor field suppressing his powers, and the Hellfire goons fire their stun gun at Kitty, knocking her out. Wolverine snaps back to reality at the sight of that and tells them they just made the biggest mistake of their lives. The next sound they hear is "snikt".....

Once the X-Men are ready to drop their subterfuge, Cyclops blasts the roof off the car and Dazzler disconcerts the guards around them with a blast of her lights. They race down the hall (Dazzler on roller skates, natch!) towards the holding cell. Emma Frost is busy trying to psychically probe Storm when she realizes the compound is under attack. Suddenly, Phoenix has arrived, ready for a full confrontation with the White Queen.

Cyclops, Nightcrawler and Dazzler fight their way through the Hellfire goons and connect with their teammates Colossus and Wolverine, who have a dizzy Kitty Pryde with them. They mop up the last of the Hellfire goons around and then go off to find Storm. Phoenix and the White Queen are going at it, but Phoenix' powers are too great, and after toying with the villainous blonde, she puts her away in a huge explosion of the Phoenix Force. From underneath the immense rubble, Phoenix emerges with Storm. The professor comes out of the shadows, applauding the team for their skill at beating this foe.

Back at Kitty's parent's house, an invitation to Dazzler is extended to join the X-Men, but she defers to her music career and bids them a fond farewell. Carmen and Terri Pryde race out of the house to see their daughter, worried sick over her after her disappearance. Carmen Pryde lashes out at the professor in a fatherly rage, and Jean, after deciding she's heard enough, wipes both parent's minds clean of their memories. His mood thus altered, Mr. Pryde invites them all in for a polite brunch. Both Scott and Ororo share their discomfort at Jean's willingness to use her powers so flagrantly and abusively.

--synopsis and panel images by Gormuu