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Whose side is the Imperial Guard on and what mystery has been hatched on the Shi'ar homeworld?
The X-Men are trying to fix the Starjammer after last issue battle against the Brood and Deathbird. An explosion throw Wolverine into space but Hepzibah save him and then Cyclops save her, but Colossus got his injuries from the last encounter with Deathbird back. Sikorsky save him again. Lilandra tries to send a message to Araki and stop the attack on Earth, but Lord Samedar had already kill him and took control of the spaceship. Xavier tries to send a mental message to Nightcrawler and Kitty inside Shi'ar's spaceship, but is attacked by a huge mental power and pass out into a comatose.
Nightcraler and Kitty decides to fight the Brood by themselves or the Earth would be destroyed. Kitty disguises herself as Dark Phoenix and scares the Imperial Guard and the guards, while Nightcrawler kidnaps Oracle. They explain that Samedar is a traitor and after she read their mind she agrees to help and call Gladiator and Starbolt. The rest of the Imperial Guard attacks them falling the orders of Lord Samedar and a battle between the two X-Men, Gladiator, Oracle, Starbolt and N'rill'irēē against Blackthorn, Fang, Hussar, Neutron, Webwing and Warstar begins. The X-Men side was almost winning when Samedar press a button and explodes a Brood device attached to Warstar ending the battle. Kitty is also attacked and defeated when trying to reach the central computer of the ship.
Lord Samedar orders to destroy the Earth but at the last moment the Starjammers shows up and stop the blast from getting on Earth. Lilandra finally reaches her ship and orders to imprison Lord Samedar as a traitor.