The Shi'Ar have captured all of the X-Men in order to cast judgement on the Phoenix. Despite the recreation of safeguards, they refuse to take no for an answer, as they recognize the potential for the Phoenix to return. The X-Men challenge them to a duel to decide the fate of the Phoenix, and the challenge is accepted. Despite interference from the Skrull representative at the proceedings, the X-Men fight well, but ultimately, all save Scott and Jean fall. The Phoenix then reemerges, leaving only the X-Men behind to save the Universe. Jean manipulates the battle to ensure her own destruction, knowing full well that she is not capable of controlling this much power.