Rachel Grey is attacked in the office of psychiatrist Maureen Lyszinski, by Krait and Flaw, two of the Shi’ar Death Commandos. She pushes them away before flying away with the doctor. She then stuns the other commandos with a telepathic assault before making her way to a train station. There, Black Cloak manages to force her down with a series of small explosions, using coordinates given to him by the captain of a nearby starship. Offset and Black Cloak then try and grab her, only for a brave police officer to step in on Rachel’s behalf. Meanwhile, the starship prepares to launch a devastating assault on Chicago. The X-Men arrive as back up along with a Sentinel from Project O*N*E. Krait takes out the Sentinel, and Cannonball heads off in pursuit, taking him down by destroying his feathers. The Sentinel takes down Warshot, whilst Rachel fights Flaw in the museum. She is backed up by Nightcrawler and Psylocke, who take out both Flaw and his accomplice, Hypernova. Black Cloak is the last to fall to Bishop’s fist. Suddenly, Rachel senses the starship’s intent and, using Psylocke’s power as well as her own, she creates a forcefield that covers the city. The starship’s cannons explode on the forcefield, and Rachel redirects the energy back at the ship, disabling it. With the drama over, Rachel assures Kurt that she does not intend to kill anyone. She wants to find a way to bring honor to both her and her mother’s name. Meanwhile, in Africa, Wolverine and Storm discover a young mutant who has been killed by a land mine. It appears someone is using local kids to form an army, and looking to corner the market in mutants.
Wolverine is visiting with Storm in Africa. As he checks out a soil sample, Ororo notices something in the distance. She picks up Logan and flies to within around fifty yards from what she’s spotted. She asks Logan what he sees, and he replies that he can see a body and he can see vultures, but nothing that walks.
The body lies near a small crater in the earth surrounded by rubble. Logan asks if she can generate a direct line of thunderclaps, low to the ground, between them and the body. With a simple gesture, Ororo produces a small low-lying cloud and creates forks of lightning that connect with the dirt. As they hit, a multitude of small explosions go off. “Land mines. It’s a trap,” exclaims Logan.
With the mines now cleared, they approach the body. Logan asks Ororo if she knows him. She informs her friend that she recognizes him from the professor’s files. He was a low-level telekinetic native to the area. Logan figures that from the tracks left, he was running. ‘Ro presumes that the mutant must not have known it was a minefield, but Logan cuts off a shackle with his claws and holds it up. “He knew, ‘Ro.”
Logan has marked two dozen scents on this trail. Twenty of them are fighters and the rest just kids. This kid was one of them. It happens a lot in this part of the world, he adds. They steal a bunch of kids, brutalize them and hey presto, you got yourself an army. It looks like these guys are looking to corner the market in mutants. Ororo replies that, in that case, it’s up to them to stop them.
(Chicago - the offices of Dr. Maureen Lyszinski)
Krait and Flaw crash through the office windows in an attempt to attack Marvel Girl. However, Rachel uses her telekinesis to hurl them backwards from where they came. She grabs the doc’s wrist and apologizes before flying them both out of the building. Outside, Shell, Offset and Warshot look on, as Rachel reaches behind her and launches a telepathic assault on her assailants. Maureen covers her eyes as they tear through the streets to safety.
Watching the action from up on high is Black Cloak. He is impressed with Marvel Girl’s actions, and contacts a Shi’ar starship orbiting the Earth. The ship’s captain is watching events on his display as Black Cloak asks for assistance in this matter. The captain replies that they beamed them out of jail right to her location. Wasn’t that enough? Black Cloak feels the X-Men are proving as formidable as ever. The captain tells him that his tactical officer is transmitting firing coordinates to him. He suggests that this time he doesn’t miss. He should clean up this mess before it turns into an unmitigated disaster.
Marvel Girl makes her way as far as an elevated railway station. Suddenly, small explosions all around her cause her to stutter and drop Maureen, who is helped onto the platform by commuters as Rachel struggles on the track. A train approaches, and it takes a determined effort from Maureen and the others to pull her to safety before she is run over. On her knees, Rachel hears a voice and looks up. Facing her is Black Cloak, flanked by Offset, two of the Shi’ar Death Commandos.
“Flight will serve you no better than resistance, young Phoenix. Both are futile,” warns Black Cloak. Rachel tells him to stop calling her that. Phoenix was her mother. A brave police officer aims her pistol at Black Cloak. She doesn’t understand what’s going on there, but she’ll shoot if they make a move. Offset informs her that they are duly constituted agents of the Shi’ar Imperium. She will defend Rachel at her peril. She lunges at the officer, mouth wide open bearing some fearsome teeth. Rachel thinks quickly, knocking the officer’s legs from underneath her and causing her to fall backwards away from Offset’s assault. She then hurls the commando into the air with a telekinetic blast.
Watching the action aboard his starship, the Shi’ar captain asks his tactical officer for a probability analysis of the commandos’ success. She gives him fifty-fifty at best. He orders battle stations sounded, and for the ship to be moved into firing position. “Enable the main cannons.” The tactical officer asks about the commandos. The captain replies that, if there’s time, they’ll beam them clear, otherwise their names will be added to the roll of honor. He asks his weapons officer to show him the target profile.
An image appears on his holographic display showing what will happen should the cannon strike its target. The circle of annihilation will cover a radius of a hundred miles. Before he can be informed of the probability of Rachel being killed in the attack, an officer informs him that the X-Men reinforcements are approaching the combat zone. Should they interdict? The captain is sure the commandos will deal with them. They will proceed as ordered.
Down below, Val Cooper is aboard the Blackbird, piloted by Cannonball. Also on board are Bishop, Nightcrawler and Psylocke. Flanking the plane is one of Project O*N*E’s Sentinels. As they close in, the Sentinel is attacked by the winged Krait, who slices through the Sentinel’s neck. For the X-Men inside, it’s time to go. Nightcrawler teleports Cannonball and Psylocke outside, leaving Bishop to pilot the Blackbird. Kurt orders Sam to take out Krait, whilst he and Psylocke go and back up Rachel. Bishop then fires three powerful grappling hooks at the Sentinel, ensuring it can be lowered safely to the ground.
Below them, a young boy is playing with a toy Sentinel which is in combat with Magneto. As he plays, he senses a strange rumbling sound and looks outside his window. The massive Sentinel is deposited on the ground, and the grappling hooks release it. “Wow,” exclaims the child. Up above, Cannonball heads straight for Krait, and despite being caught by the Shi’ar’s razor-like wing, he has a trick of his own up his sleeve. He rockets past Krait, ripping his wings and disabling him.
Warshot decides to take a pop at the grounded Sentinel, firing several rounds of depleted uranium at it. The Sentinel’s fingers rotate with great speed. They intercept the rounds and the Sentinel’s mass absorbs the energy they contain. It then retaliates by firing out of its finger. Warshot falls as a couple of blasts his him square in the chest. “Cool,” gasps the boy watching from the window. The Sentinel appears to wink at him as his finger cools down.
The Sentinel’s pilot informs Val Cooper that Warshot is down, and that they have locator lock on the other Death Commandos. However, his flight systems are off-line. Bishop asks if there’s any way he can get there, and Cannonball swoops him up to oblige, picking him up around he ribcage and flying him to the Field Museum of Natural History.
There, Marvel Girl has her hands full with the Warskrull, Flaw. She skrags his face with a TK blast, but he keeps on coming. She tries kicking him, but he grabs her leg and shape shifts, asking if she would prefer to die at the hands of her best friend, Kitty, or her grandmother, Elaine. Before she can respond, Psylocke appears behind him and plunges her psychic katana through his brain.
Above them, the glass roof shatters as Cannonball aims Bishop right at Black Cloak, who has caught Rachel in his grip. He smashes the Shi’ar in the face, but is turned as he falls. Black Cloak says Bishop brings honor to his name, but his efforts are wasted. The Majestrix will be obeyed, and the ‘starchilde’ will be executed. Rachel, now free, informs Psylocke that Hypernova is somewhere about. “So’s Kurt,” replies Betsy.
Right on cue, Nightcrawler appears behind Hypernova and delivers a punishing kick to the back of her head. With only Black Cloak left, Psylocke and Marvel Girl use their powers to hold him momentarily, whilst Bishop recovers. He then delivers an uppercut to the big guy, smashing his mask and putting him down for the count.
With the battle over, there is so much that Rachel would like to say to her friends, starting with thanks, but nothing makes it outside her mouth. She suddenly senses something is horribly wrong, and receives a telepathic image of the Shi’ar starship captain. “Main weapon…” he says, as reality hits home with Rachel. “Fire!” Rachel quickly tells Psylocke to combine her teke with her own. Betsy asks why, but Rachel orders her to just do it. Black Cloak sits up, and realizes his captain has betrayed them.
Rachel and Betsy combine their prodigious powers and Rachel creates a massive forcefield that shields the city of Chicago. The Shi’ar’s cannon blasts hit the shield, and the resulting explosion covers a massive area. The public watching from below are horrified, as Rachel and Betsy continue to maintain the forcefield. Rachel then redirects the cannon fire back towards the ship, and the blasts rip right through it.
With the craft out of action and the Death Commandos’ beaten, the X-Men recover outside the museum, guarded by four Sentinels and numerous O*N*E soldiers. Val Cooper makes some calls and gets some results, and passes a comment through Bishop to Rachel about her being grounded through the next millennium. She isn’t joking, either. From now on, Rachel’s sessions with Maureen Lyszinski will have to be long-distance and telepathic.
Rachel sits on the museum steps drinking from a paper cup. Nightcrawler asks how she’s doing. She replies that she has no complaints. He enquires about the starship, and she informs him that the busted crew is okay. She asks if her being fine surprises him. Kurt admits that, after all she’s been through, it does. Rachel tells him she wanted to kill them more than almost anything, but her family’s got enough bad karma to balance already. So, she made a choice. She will not kill. She is her mother’s daughter, and she means to find a way that brings them both honor.