Dark Phoenix destroys the Blackbird, sending the X-Men plummeting to their deaths over Central Park. The X-Men make it safely to the ground, but Dark Phoenix pursues them and they battle. Back at the Hellfire Club, Shaw proposes re-starting the Sentinel program to Senator Robert Kelly. In Central Park, Phoenix takes off into space, leaving the X-Men to be found by Beast. Phoenix destroys the D'Bari star and then a Shi'ar battlecruiser. Lilandra resolves to deal with the Phoenix threat once and for all. The X-Men have meanwhile returned to the mansion to regroup when Cyclops senses Phoenix returning to earth... and she's hungry.