Just then Beast, an old friend of Professor X, shows up at mansion, stepping out of the shadows, blue & fuzzy, further mutated by the accident in Canada. We then go back to Angel, wings hidden, sitting in a club in New York. You can tell by looking around that it is a safe haven for mutants, very much a “keep to yourself to stay alive” kind of place. A bunch of familiar faces from the Marauders & Morlocks maybe. Then we see Sabertooth, Toad, Pyro, and we finally see Mystique & Magneto are there too. They are attempting to use pride, propaganda, bullying and scare tactics to recruit some of the crowd to their cause. Both the X-Men & X-Factor show up, but due to management & style conflicts the Brotherhood gets away. Scott & Alex are having a heated discussion about who is at fault for the bad guys getting away, when one of the mutants, the singer in the club, Dazzler, walks up & kisses Scott passionately in thanks for saving them. Just as she’s doing this, Jean walks in the door & is pissed. Manifesting a small version of the Phoenix energy signature, she tosses Allison & Scott across the room and against a wall, but before she can go after them Alex knocks her out, not knowing who she is. Jean wakes up having little to no memory of anything since Alkali Lake, she barely remembers that. But Beast & Professor X determine that Jean must have placed herself in some sort of telekinetic stasis field under the lake, and the blast that transformed Beast augmented her powers to the point where she must have awoken, brought herself to the surface, and found her way home. They test out her new level of abilities in Danger Room. Floating amongst the still small bird of fire, she is more aggressing than she’s ever been, more destructive. And as her powers seem to peak, the others around her fell weaker & weaker, and just as she stops using her power, the signs of fatigue vanish. She returns to the ground again, very smug & confident. Feeling like they could all use some R&R, Xavier schedules an outing into the city. Some of the girls go shopping, the kids hit the arcade, Logan goes to a bar, & Scott & Jean go on a nice romantic date. Scott again shows concern about the level of Jean’s new power. To prove that what she has is a good thing, she takes off his glasses and his optic blast does not fire. They finally look each other in the eyes as they kiss. Xavier happens to be in the same locale, & they invite him over, but upon seeing his X-Men in a private moment he excuses himself to leave. Just then who should come busting through the wall but Juggernaut, full costume, helmet in full effect to keep Xavier out of his mind. He’s angry at his step-brother’s mental manipulation of him as a kid, and blames him for the death of his father. All the nearby X-Men come running, joining the fight. Here we get to see Juggernaut VS Colossus, toe to toe. In the process of the struggle, many city blocks are demolished. Jean seems to be the only one making any headway, but with every hit, Jean seems to be pushed closer & closer to the breaking point, until she snaps and the largest firebird we’ve seen yet surrounds her as she takes to the sky. Xavier comments to Beast that he will stay out of heads from now on, seeing the effect it had on Cain. “If I continue to abuse that gift, I’m no better than those we seek to stop.” Beast points out that the stronger Jean gets, the weaker those around her become, almost as if the Phoenix feeds off the life force of others. Juggernaut is still an unstoppable force, and there’s little the other X-Men who have gathered can do but watch, as Phoenix, now amazingly powerful, finally disposes of Cain, using his own momentum against him, hurling him south, far across the continent. Much property has been destroyed and people were killed in the process. Some were caught in the blast, some crushed by the debris, and others have had their life force completely drained to power the Phoenix. Phoenix, exhausted but still power crazy, starts to suck the people of New York dry. But Xavier stops her before she’s too powerful. A comment is made that his vow about staying out of people’s heads didn’t last long, to which he replies there’s a difference between what he has done in the past and the work ahead of him. They take her back to the school where they attempt to get a grip on the Phoenix power before it’s too late. Seeing footage of what happened, the President tells Val Cooper to deal with it. She makes the order to X-Factor to bring Jean in at any cost, dead or alive. So X-Factor comes after Phoenix at the school, but the students, due to their time in the Danger Room, are a little more prepared this time, and what follows is an all-out mutant brawl in the mighty Marvel manner. In the midst of the combat Phoenix goes cosmic, sucking life forces dry, and both teams turn on her, needing to take her down for the sake of the world. Both Cyclops and Wolverine have opportunities to kill her, but can’t bring themselves to do so. Storm whips up her biggest storm yet, floating in the eye of the storm, even with Jean, hitting her with everything she’s got. In the midst of Storm’s winds beating against Jean with slightly noticeable effect, Logan has an idea, and has Colossus, with the help of the wind, fling him at Phoenix, calling it a Fastball Special. Having some sense knocked back into her by the Fastball Special, and seeing how her powers are affecting those she loves, Phoenix sacrifices herself to save the world.