Madelyne undergoes a strange transformation; in her mind she becomes the Phoenix and destroys the city, in reality she caused the lab explosion, yet she has no memory of the incident. Jenny is turned completely into a mutate. The X-Men surprise-attack the Magistrate citadel and are able to free their captive friends and members. Psylocke forces Wipeout to return Rogues and Wolverines powers. Madelyne wonders why she finds the baby-breeding chambers in the labs familiar. Havok destroys the Magistrate citadel. Phillip and Jenny leave the country.