Cyclops is working out in the Danger Room. Afterwards, Rachel wants to speak with him, but pressing concerns call him away. The X-Men learn Professor X is dying. In Washington D.C., Mystique offers Valerie Cooper the services of the Brotherhood of Evil Mutants as a government sponsored force. Back in New York, Rachel visits the Grey homestead, has a number of flashbacks, and claims the Phoenix Force for herself. Kitty Pryde and Magneto go to a Holocaust survivors meeting looking for information on Kitty's grandfather. Freedom Force goes after Magneto there, and the X-Men defend him. The X-Men defeat Freedom Force, but in the end Magneto consents to be taken into custody.
Professor X & Storm only appear in flashback.