Full Synopsis: Wolverine is recovering in a Shi'ar sickbay when Professor X and Nightcralwer pay Logan a visit. Wolverine says that he did not get a good look at who did this to him as there were too many, but he insists on getting up as Jean needs them right now. Xavier instructs Wolverine to rest and conserve his strength. Nightcrawler suggest that it must have been an army that took Logan down and tells his friend that he has earned some down-time. Logan hesitates as he thanks the Elf. The Shi'ar medical correspondent informs the Professor that Wolverine's physical injuries are healing at a remarkable rate as he said they would, but he is recieving some very odd brainwave readings from the patient. Xavier was also experiencing great difficulty reading Logan's as they seemed to be fragmented and impossible to decipher thoughts. It's as if he's been shocked. As they leave sickbay, Nightcrawler still can't believe that Logan was attacked. He thought that this damned trial had a code of honor. The Professor assures Kurt that he will talk about this egregious assult with Lilandra, but wants the X-Men to remain cautious until morning.

Upon their exit, Nocturne phases out of Wolverine's body and returns to report in to Blink. She assures Clarice that the X-Men had no idea about what was going on and T.J. further explains her powers. She is able to take over a person and inhabit a person's body for no more than twelve hours, or one lunar cycle. Because it was her first power to manifest, she was given the codename Nocturne. As a side effect, the host body's brain become distorted and goes comatose fro nearly twenty-four hours. Her second power, aside from body snatching, are her Hex Bolts, whose names are a nod to the powers of her mother, the Scarlet Witch. They are actually bursts of energy released through small portals to the same side dimension her father Nightcrawler teleports through.

Calvin, who is within earshot resting in bed, comments that he would have never put together Nocturne's parents. T.J. tells Calvin that they're both mutants and they're both gypsies. She says that it's sickening when they are together, they're like a couple of teenagers. Clarice asks Calvin if he requires any medical attention, but Mimic assures Blink that he will be fine by morning as long as he stays in Metal Form so he doesn't bleed to death. His Healing Factor has begun to work away and he unsheathes his claws to show Blink that they are already growing back. Since Mimic is fine, Blink decides to recap their strategy for a mission that weighs heavily on them all, but is unendurable for some... Tomorrow, they have to kill Jean Grey.

The next day, the Exiles are back in disguise and are being prepared for teleportation to the moon for the Trial of the Phoenix. Calvin is staring off into space when Clarice asks him if he is okay with all of this. He replies that is and that they should just do this. Within an instant, they are transported to the Blue Area of the Moon. The Exiles have the adantage against the X-Men because they know everything that is going to happen, because to them it already has. With the Shi'ar Imperial Guard's strength at a low, the incognito Exiles easily assume command.

Thunderbird begins by knocking out the Kree and Skrull diplomatic observerers by hitting them over the head. Oracle and Hussarask to know the meaning of this and Blink apologizes, stating that this was all a misunderstanding, and promises to send formal apologies to both races. As they head off, Morph picks up on Oracle and asks if she wants to grab a bite to eat afterwards. He wants to know if they have a deli on their spaceship and Oracle wants to know what a deli is.

The Exiles lead one squadron of the Imperial Guard to intercept the X-Men and Oracle is surprised when she senses them approaching. She wants to know how the Exiles knew that they would come from this direction. Morph replies that he read about it in history class and Blink tells him to be quiet. Jean Grey is accompanied by Cyclops, Angel, and Beast when Sunfire surprises them by firing a stream of flames that causes the X-Men to disperse. Morph appears above Beast and begins to drop on Dr. McCoy while taking on the shape of an elephant.

Meanwhile, the other attack squad is moving in on the X-Men and Hussar comments that, without Wolverine, the pathetic Earth-dwellers are even less a match for them. Nocturne tells Mimic that, if Hussar says that one mroe time, he's going to break her jaw. At that moment, the other group of X-Men arrive. They are Storm, Colossus, and, to Nocturne's surprise, her father who should have been with the other group. Mimic guesses that, with Wolverine out of the picture, things aren't happening exactly as they learned them. Calvin offers to take on Nightcrawler, but T.J. objects saying that they are not to touch him. He is her father, she will do it.

The attack commences as Mimic fires on Optic Blast that knocks out Colossus. Storm tells Kurt to get to high ground, but she is prevented from doing so herself when Hussar grabs her by the neck with her whip. Nightcrawler dashes to help Ororo when Nocturne latches on to her father's back, knowing that, if her father is ensnared, he will teleport, an arduous activity for him, even moreso for his passenger. It should render the passenger unconcious, but Nocturne, who spent most of her childhood teleporting while riding piggyback on her father's shoulders, is imminue to such a maneuver. Nightcrawler, however, it not, and passes out from over-exhaustion. Cradling her father in her arms, Nocturne removes her masks and apologizes.

Maximum carnage continues as Colossus is knocked around by Thunderbird's brooding power and subject to even more Optic Blasts from Mimic. The Angel is taken from flight by Sunfire's flaring powers before he is taken out by psi-bolt from Oracle. Manta finally eyes Scott and Jean and takes off in hot pursuit with Oracle when the Phoenix finally awakens with a mighty roar like the voice of God. Clarice finds Calvin and asks if everyone is alright. He responds that their people seem to be, they knew what was coming and braced for it. The X-Men are suppose to attack Phoenix now and she is supposed to complete her plan by taking her own life. That's how it is supposed to happen, except Jean just killed Scott.

There's nothing left of Jean Grey anymore, she is just the Dark Phoenix. Colossus lies before her feet and she dangles Cyclops, holding him by his head. Storm approaches her friend begging her to stop, to not embrace the darkness, and to remember who she is, but Jean states that she is the Phoenix, she is power, and tells Storm that she is a true goddess as she decimates Ororo's body with a stream of fire. An Optic Blast fires from above and Calvin dives towards the Phoenix with his wings dissipating as he attempts to copy the Phoenix's power.

Elsewhere, Morph is just beginning to come to and thinks he's broken everything, which is hard seeing as how he doesn't have any bones. Thunderbird emerges from the rubble and says that he sees Morph's motuh is unaffected by his injuries. John asks Morph is he can see what's going on and Morph's eyes change into binoculars. He tells Proudstar that he sees lots of flames and that Mimic's mimicked Phoenix! Without warning, Wolverine appears behind Morph and holds his fist to Morph's head. If Morph shifts one molecule, Wolverine will pop him right in the brain and, unless someone tells Wolverine what the hell is going on, Morph will be in a lower reading group. Morph begins to tell Wolverine about the whole reality-hopping, setting-the-worlds-right-and-they-get-to-go-back-to-Kansas deal. Wolverine is surprised when Mariko appears to back up Morph.

Back at the epicenter, Blink is dodging fire blasts from the Phoenix and tells Jean that she isn't living up to the really nice things that she's heard about her. Phoenix replies that she couldn't bear to live with the idea of living with the disappointment, so she will just have to kill her quickly. Blink throws two lavender darts at Phoenix, but they break upon impact with a telekinetic forcefield that the Phoenix has constructed around herself. T.J. comes out from the shadows and fires a Hex Bolt beneath Jean that launches her into the air and Mimic quickly follows with a double fisted uppercut. Calvin can feel that the Phoenix is recovering faster with each blow.

The remaining Exiles finally arrive with the Angel and Wolverine who spots Cyclops' dead body one click over. Worthington says that Jean would never hurt Scott, but she has. Wolverine believes that the Phoenix Forces has taken her over and tells the kids that they're going to end this now. The Phoenix can feel Calvin trying to mimic more energy from her, but she has stopped increasing her power so he will have to fight her without stealing. Blink teleports in from behind Phoenix, but is caught and chided for trying to sneak up on a psychic. Clarice was only acting as a distraction as she had teleported Thunderbird next to the rest of the Exiles next to Jean. The Phoenix is held by Thunderbird as Sunfire and Morph fire away with heavy blows. Up above, the Angel is lifting Wolverine high into the air. Below, Mimic has joined in on the dogpile, but the Exiles are all blown away by an explosion of energy. They have kept the Phoenix busy long enough for Worthington and Logan to begin their descent and the two are plunging straight for her. Phoenix senses this after throwing the Exiles back and turns to counter when Blink teleports the two X-Men behind the Phoenix and Wolverine stabs her through the chest.

The Phoenix erupts in a fiery blaze and the resulting blast knock away the two X-Men, possibly killing them. The Exiles eye the fallen X-Men and Calvin asks Clarice if that's it. Blink replies that the Tallus is powering up to move on to another world. Mimic is relieved because he isn't sure he can stand any more wrongs in this reality.