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Cyclops and Xorn, carrying the unconscious Lilandra and her advisor Araki, run through the Shi'ar superdestroyer as it explodes around them. Carrying their still unconscious charges, the two X-Men jump into the transit streams which should teleport them to the Xavier Institute below. Meanwhile at the Xavier Institute, Cassandra Nova finishes off Gladiator, the last Superguardian standing, and proceeds to the mansion itself. Nearby, Emma Frost and her Stepford Cuckoo girls proceed with their plan regarding their captive Stuff and a tissue sample for him to emulate. In the bowels of the Institute, Cyclops and Xorn arrive to find the Beast and Phoenix, who contains Xavier's mind, preparing for the final attack of Cassandra. After being informed of their medical situation, Xorn uses his powers to kill the nano-Sentinels inside the X-Men's bloodstreams. Now with a clear mind and sensing Cassandra's plan, Phoenix/Xavier puts on the Cerebra helmet and disperses Xavier's mind to the countless mutant minds across the planet. Phoenix has no time to revel in her accomplishment as Cassandra, still clad in Xavier's body arrives. Cassandra dispatches Phoenix and dons the Cerebra helmet. Cassandra's plan backfires after the mutant minds of the world reflect back the mind of Charles Xavier, expelling Cassandra from Xavier's body. Now without a body, Cassandra's psychic essence begins to fade. Emma Frost arrives with Cassandra's old body, offering it in exchange for her and her wards personal safety. Cassandra accepts and inhabits the body, only to discover that the body is not hers, but the transformed body of the Superguardian Stuff. Now trapped in this body, Cassandra is forced to learn about the world by Stuff's synthetic brain, which has been programmed to teach. Back in the real world the X-Men take stock of their situation and are shocked to learn that the professor no longer has need of his wheelchair.
This issue also has one of the parts of a Jay Leno/Spider-man team-up (Jay Leno and Spider-man: One night only) comic adventure, that was published in various, separate issues of comic magazines. It hasn`t been collected in to a trade, but is available as a digital comic.