First Appearance: Earthquake, Manta, Hussar, Warstar (C'cil & B'nee)

Guest Appearance: Watcher, Angel, Beast, Lilandra, Araki, Rakson

Shi'ar Imperial Guard: Gladiator, Starbolt, Oracle, Smasher, Warstar (C'cil & B'nee), Earthquake, Hussar, Manta

Cameo: Supreme Intelligence, Skrull Empress Rk'Lll

Letters Page: (No letters page in this issue.)

The Watcher starts the proceedings, commenting on the life of Phoenix, starting with Jean Grey and moving to her recent actions as Dark Phoenix. He declares his intent to watch the X-Men and note how they handle what could be the ultimate test for the universe.

The X-Men, including the Beast and Angel, find themselves transported to the deck on a Shi'ar Imperial Dreadnought. Lilandra informs them of Phoenix' crimes and that she is to be taken into custody and executed before her powers can kill any more innocent people, or threaten the universe itself. The X-Men are shocked to hear what Jean did while the Dark Phoenix, and don't quite know how to react. Cyclops tells Lilandra that the Phoenix powers are under control, and Jean Grey is no threat anymore. Lilandra retorts that there is no guarantee that is true, and that the five billion people of D'Bari cry out for vengeance. Despite her personal feelings and appreciation for what Jean has done in the past, Phoenix must die.

Xavier, realizing he must act quick, challenges Lilandra to a "Arin'Nn Haelar", which is a "duel of honor." She realizes the gambit Xavier is playing, and tells him that she must consult with her allies. She talks to the Kree and Skrull leaders, who suggest that she go along with the duel, as long as they are guaranteed to win, but they demand monitors to watch the fight. Lilandra returns to the X-Men to tell them the duel is a go. The next day, the X-Men are to meet the Imperial Guard if the X-Men win, they may return home with Jean. If they lose, her life is forfeit.

The X-Men spend the evening in their private chambers, locked in thought over the stakes in play the following day. While Jean reflects on the price she may have to pay, a servant brings in the garment Jean had requested and sets it aside from her. Nightcrawler and Angel work out in the Shi'ar gymnasium, trying to get in shape for the fight to come. Wolverine meditates, knowing he will stand by Jean's side no matter what. Beast, Colossus and Storm all go through their own thoughts on helping Jean, or punishing her for her transgressions.

The next day, Cyclops greets Jean on the deck of the command ship in a private moment. Jean steps out wearing her old Marvel Girl outfit, saying she started as Marvel Girl and she will finish as Marvel Girl. Once again, they profess their total love for each other and kiss, perhaps their last.

Lilandra beams the assembled X-Men down to their fighting location- the Blue Area of the Moon, a crater in which atmosphere is breathable for humans. Across the chasm, they note the entrance of the Imperial Guard. After a false start in which Angel tries to fly ahead to recon the situation, but runs out of air when he nears the threshold of space, they split up into two groups in the hopes they can catch the Guard with hit and run attacks. Jean, Cyclops, Angel and Nightcrawler race across the plaza where they confront Starbolt and Oracle. In a tunnel underneath them, Wolverine, Storm, Colossus and the Beast face Warstar. Gladiator surprises them, ripping up a section of floor and knocking Storm and Wolverine down into a pit. Storm catches Wolverine, but they are faced with the onslaught of Earthquake, who tosses a pile of the stony ground up at them. Wolverine falls over and into a strange, glowing domicile of pure crystal. Storm is left by herself when he disappears, and she succumbs to the combined assault of Earthquake and Hussar.

The other fight isn't going well, either, as Angel is tossed violently down a deep shaft by Smasher. Nightcrawler jumps after him, hoping he can teleport him to safety. Meanwhile, Wolverine finds himself dazed in the chamber of the Watcher. Uatu speaks up and tells Wolverine to leave at once. After giving the Watcher some back talk, Wolverine is decisively expelled from the chamber on his rear end. Once again disoriented, Storm walks up to help him, but his senses reveal it's not really Storm, but a shape-shifting Skrull, named Raksor. Wolverine leaps at him with his claws, but he's blasted back by a Kree warrior. The Skrull is insulted that he was rescued by a Kree, and he turns into a giant space beast and the two begin fighting with each other.

Nightcrawler can't find Angel at the bottom of the pit, and assumes he's been taken captive. He watches the Imperial Guardsman Manta walk by, thinking he can follow her to Angel, but she is completely aware of his presence in the shadows with her infra-red vision and blasts him into unconsciousness. His limp body joins Angel's in captivity. Colossus and the Beast continue their fight against Warstar, until the tiny half of Warstar's dual identity- B'Nee- electrocutes the Beast. Gladiator joins in the fray and takes on Colossus. The Russian X-Man fights back against one of the most powerful forces in the universe, and their epic fight causes the whole building they are in to collapse around them. Only one man climbs from the rubble, and it is Gladiator. Xavier watches in despair, noting that his X-Men are losing terribly. Lilandra takes no joy in this herself, but is forced to maintain her posture on behalf of the Empire she rules.

Scott and Jean realize they're on their own, with all other X-Men defeated. They find an alcove where they can hide for a brief respite from battle, and they exchange last loving words with each other before heading back to battle. They face off against Smasher, Oracle and Starbolt, and put up a good fight, but the other Guardsmen converge- Hussar, Earthquake and Gladiator- and they cannot continue to hold their own. Up above, Lilandra and Xavier monitor the battle below, but their ship is torn by an explosion of the Phoenix Force, which has returned to consume the person of Jean Grey. Xavier realizes the time for personal loyalty, and sends an urgent psychic command to the X-Men to rise and report to the battle zone immediately, with the job to destroy Phoenix.

Cyclops plan is to make sure Phoenix burns her power out, but it is impossible in this uncontrolled environment. Wolverine decides enough is enough and he picks up Colossus and hurls him in a "fastball special" at Phoenix. Reluctantly, he lands on top of Phoenix with a strong left hook. She rises from her stupor, thanking him for "knocking some sense back into her." She declares to him that as long as she is alive, the symbiotic power of the Phoenix will always be at risk pouring through her in the Dark Phoenix form. She begs her friends to kill her while they can. Cyclops races up to her and tells her it doesn't have to be like that and she runs into a dark cavity in the side of some ruins. He catches up to her, but she stops him with a telekinetic force beam. She tells him that she must end the life-form of the Phoenix power, and she must pay for the crime of killing that entire planet. An ancient weapon rises up from the floor nearby, aimed directly at her, and it fires. Jean tells Scott how much she loves him, and how a part of her will always be with him, and as the laser gun blasts her into oblivion, his name is the last word off her lips.

Cyclops crumbles to the ground, realizing that this whole event was set up by Jean, who knew exactly what she wanted to do to end the madness of the Dark Phoenix, once and for all.

Watching from a distance, a Rigellian Recorder takes note of the events, but cannot make sense of them. Uatu, the Watcher, stands next to him, and explains that Jean was acting out a fundamental aspect of humanity, which separates them from virtually all other known life forms in the universe. Jean Grey's greatest power, beyond that of a God which she exercised as the Phoenix, was the power of self-sacrifice.

--synopsis and panel images by Gormuu