"I'm an astronaut!" Danny cried as the shuttle started heading to Earth. As the shuttle started shaking, Danny was knocked from his seat as he tried to crawl towards the controls.

"Course correction!" He cried as he pressed a button to talk to the others.

"Guys! Someone, help me." He grunted as he felt lightheaded before falling to the floor. Just when all hope seemed lost, a fiery bird appeared as it got close to Danny.

The presence had sensed the mental pleas from the redheaded telepathic, but when it arrived, it found itself intrigued by this person. A being composed of life and death, something that it had never seen before. Curiosity getting the better of the entity, it entered the hybrid's body as it gave him its power.

Getting up with his energy renewed, Danny walked back into the pilot's seat.

He pulled a switch as the shuttle prepared for an emergency crash landing. Danny was able to navigate it through New York without causing any damage before landing it in the harbor.

In the back of the shuttle, the capsule containing the rest of the crew fell into the ocean as the shuttle was ripped apart.

As the X-Men were being jerked around, a leak sprung as water started pouring in.

"The capsule appears to have lost its watertight integrity." Beast said dryly.

Scott tried to open the hatch, but it was stuck. "The hatch is jammed!"

"Not for long." Wolverine pulled out his claws. "Hold your breath." He sliced a hole in the door, causing more water to come in. Scott then blasted it with his optic blast, creating an opening for everyone to swim out.

As they all came up for air, Scott looked around for any trace of Danny.

"Danny! Danny!" Scott swam back under to look for his friend.

"Danny!" Wolverine called out.

Scott came back up. "I can't find him! Danny! Danny!"

The water glowed green as a figure rose out. The figure was made out of white fire with a green outline. It sported a head of flames along with green eyes with no pupils.

The crew recognized the figure's logo on his chest. A D with a P inside.

"I am Phoenix!" The transformed Danny proclaimed.

The X-Men were astonished by the change in their friend.

"Fascinating." Beast said.

Rings appeared from Danny's waist as he turned back into his human form.

"Help me." He mumbled as he fell into the water.

"Danny!" Scott swam towards him with Wolverine. They managed to keep him afloat. Scott tried to wake him up. "Danny! Danny!"

The remains of the shuttle were being lifted out of the ocean by a crane. The scene was being viewed from a television in a hospital room. The television was muted by Jubilee as everyone looked at Danny, who was in a hospital bed.

"We thought we'd lost you." Scott said. "Then you rose up out of the water. You said something, and you lost consciousness."

"I don't remember." Danny said. He then pulled out his camera. "But I did snag us some cool photos."

Scott just shook his head.

Rogue burst into the room as she made a beeline towards Danny. "Danny!" She threw her arms around him as she embraced her boyfriend. "Oh, sugar, thank goodness you're alright!" She gave him a kiss. "I was so worried when I found out!" She turned to Scott and glared at him. "Cyclops, what were you thinking letting him pilot the shuttle?"

"Rogue, I knew what I was doing." Danny said.

"Hush, you." Rogue said to her boyfriend sternly. She returned her attention to Scott with fire in her eyes. "You know I have half a mind to suck you dry, Cyclops."

"Rogue, it was my decision." Danny tried to save Scott from Rogue's wrath as he placed a hand on Rogue's cheek. "I'm sorry I worried you. I know you were excited for me to take you out to that Broadway show."

Rogue kissed him again. "Forget the Broadway show; I'm just happy you're safe and sound, sugar."

"How did I survive?" Danny asked Scott. "Did I survive?"

"You're here, aren't you?" Scott pointed out.

"To be honest, when I woke up, I thought I had become a full ghost." Danny admitted. "But I also feel strange, like I'm someone else. Like I could reach out and touch the moon and crush it in my hand."

Rogue rolled her eyes. "Please, you would reach out and touch the moon. Of course you wouldn't crush it, more like keep it on display in our room."

"Danny, who is Phoenix?" Scott asked him.

"Phoenix?" Danny rolled the word around his tongue. "Am I Phoenix?"

"You said you were the Phoenix when you rose out of the water." Beast explained as he entered the room with Xavier. "Your appearance changed too; you were made of green fire."

Danny was impressed by the description. "Cool."

"I don't know about cool, Danny." Xavier said. "Some sort of transformation has taken place that none of us understands. Until we know what has happened, it will be best that you do not leave the hospital."

Scott went out into the hall and looked out a window as Beast came up to him.

"I spoke privately with Dr. Corbeau." Beast informed him. "He informed me that NASA cannot explain the existence of the alien spacecraft or the strange readings we registered, or, for that matter, how we survived."

Xavier entered the hall as he overheard the conversation.

"All is being denied to prevent a public panic." Beast continued. "He also said a number of governments are concerned over new activity within the vortex."

"Another alien ship coming through?" Scott inquired.

"So it seems." Xavier said.

Scott narrowed his eyes at the professor. "It's time you told us everything you know, professor."

"I've told you all I can." Xavier said brusquely. "All that makes any sense."

"That's not good enough!" Scott snapped. "Danny's lying in there because you sent us in blind against something that almost destroyed us! Because you failed to warn us!"

"You had all the information then available." Xavier retorted as the other X-Men came out to hear the commotion. "A good leader doesn't have to be warned to be on his guard!"

"Are you saying it's my fault what happened to Danny?" Scott roared.

"If I might interject." Beast interrupted. "Concern over Danny's condition has rendered both of you irrational. Neither preparation nor leadership could have prevented what occurred. And now, if you will excuse me, I'm eager to examine the mind-control implants removed from the space shuttle astronauts." Beast looked at the implants he held in a jar. "Fascinating."

He walked out of the hospital to see Logan in an alleyway, kicking garbage around in rage.

"I share your concern, Wolverine." Beast said to him. "Danny seems to be feeling much better. Why don't you go see for yourself?"

"Maybe I don't like hospitals." Logan replied. "Last time I was on an operating table, it didn't turn out so well." He pulled out his claws to reinforce his statement.

"Science can wait." Beast said to the implants, wanting to help his friend right now. "Perhaps a sojourn to a Manhattan nightspot might help clear your mind." Beast offered.

"Maybe." Logan said.

Beast whistled for a taxi. "Taxi!"

The taxi stopped as Beast approached the driver. "Driver, my friend and I..."

The driver screamed as he sped out of there.

"Why is it always so difficult to get a cab in New York?" Beast asked.

"Thanks, Hank." Logan said. "I think I'll just spend some time alone."

The two then went their separate ways.

Xavier came to the roof of the hospital, where a jet was stationed.

As he got into the jet and prepared to go home, he felt an intrusion in his mind.

"Not again!" Xavier cried as the jet floated up into the air.

"Who are you?" Xavier demanded. "What are you trying to tell me?"

He saw visions of a crystal and someone in a space suit.

"My mind." Xavier muttered to himself. "Must keep control."

Xavier then saw the psychic projection of the astronaut hold their hand out to him as he screamed.

Soon the intrusion left his mind as the jet crashed back down to the roof.

Xavier was knocked out due to the crash when something exited his body. It was Xavier, but he wore a cape and had a sinister smile on his face.

The Dark Xavier closed his mind as he sensed his students. Storm was mediating on top of a bridge. Gambit and Jubilee were waiting in line for the Broadway show. Danny was in the hospital with Rogue, Scott, and Jean. And Logan was on a subway train.

The Dark Xavier then vanished.

Logan was riding the subway when he saw someone in the other car. It was a younger Yuriko before the operation she underwent.

"Yuriko!" Logan went to the other car but found the door wouldn't open. "Locked. Good thing I brought a key." He pulled out his claws and forced the door open.

He walked down the empty car when the lights turned off.

"What's going on here?" Logan exclaimed. He then found Sabretooth behind him, who knocked him to the back of the car.

Logan growled as he got up to fight his longtime foe. He slashed him a couple of times before he disappeared. Logan then saw Deadpool, who shot him, sending him to the back, where he was hanging on to the back of the train.

Deadpool came closer before he turned into Dark Xavier.

"Professor?" Logan gasped. "Walking?" He then lost his grip as he fell onto the tracks.

Dark Xavier levitated out of the train and onto the tracks in front of Wolverine.

"You're an animal." Dark Xavier insulted. "Always causing trouble. You never follow orders. It was a mistake to save you. I'm sick of your selfish, undisciplined arrogance!"

"I ain't too fond of you right now either, professor!" Logan shot back. He then heard Jubilee scream.

"What?" Logan saw Jubilee tied up on the tracks.

"Wolverine!" Jubilee cried.

Logan went to rescue her when Dark Xavier shot a sticky substance out of a gun at Logan's feet, immobilizing him.

The feral mutant tried to get out when he heard the sounds of the subway coming. Logan used his claws to free himself from the goop. He picked up Jubilee in his arms, only for her to vanish into thin air.

Reacting quickly, Logan got out of the path of the train before it hit him.

"Next time, I'll walk." Logan grumbled. He left the subway, where he found Gambit and Jubilee in line for tickets.

Gambit was flirting with the woman in front of him. "Hey, chere, where can you and me go and get some good cajun food in this town, huh?"

"Hey!" Jubilee scolded. "You said you'd take me to this Broadway show!"

"The show not gonna last night, petite, but I still be going." Gambit replied.

"I have a ticket for you." Dark Xavier said as he appeared behind them. "One way to oblivion."

He fired beams of energy out of his hand at the two X-Men, causing Jubilee to stumble into the middle of the road. She would have been hit by a car if Logan hadn't pushed her out of the way.

Jubilee looked at Dark Xavier. "Professor Xavier is walking!"

"Cause that ain't Xavier." Logan said to her.

"Wolverine!" Gambit pulled out a card. "What's happening?"

"Silence!" Dark Xavier ordered as he blasted the card out of Gambit's hand, knocking it into the ticket window and blowing it up.

"Don't worry, Monsieur ghost." Gambit pulled out more cards. "Plenty more where that came from!"

"This is not a game." Dark Xavier said as he blasted Gambit. Jubilee and Logan came toward him, with Jubilee firing her pyrotechnics at Dark Xavier. But they only went through him as Dark Xavier then disappeared.

"Where'd he go?" Jubilee asked.

"I said distract him, Jub, not disintegrate him." Logan replied.

"Fools!" Dark Xavier was now floating above them. "Your puny mutant powers cannot harm me. I created the X-Men! And what I created, I can destroy!"

Storm was mediating as she heard Jubilee's voice on her communicator.

"Storm!"

Storm answered it. "Yes, Jubilee?"

"Come to Times Square!" She cried. "Hurry! The professor's going nuts!"

"With the speed of the wind." Storm replied as she flew towards Time Square.

"No, Storm!" The real Xavier said from his jet. "I can't control it. Will hurt you, too."

"You cannot be trusted, Gambit." Dark Xavier said. "So you must be eliminated."

Gambit threw a card, but Dark Xavier teleported out of the way and blasted Gambit into a hot dog cart.

A police car arrived as two cops pointed their guns at the X-Men.

"Freeze mutants!" One commanded.

Jubilee pointed to Dark Xavier. "Arrest him, not us!"

The cops didn't see Dark Xavier as one turned to his partner.

"Arrest who?" He asked.

"Can't see him cause he ain't there." Logan told Jubilee.

"Then how come he can hurt us so bad?" Gambit asked.

"How should I know, cajun?" Logan said as he looked at Dark Xavier. "But I know he ain't real. Cause I can't smell him."

"Silence!" Dark Xavier shouted before he vanished.

"He's gone!" Jubilee said. "Way to go, Wolverine."

"I said freeze!" The cop ordered as more showed up. "Shut up and get your hands up now!"

"How you gonna explain we been fighting somebody who ain't there?" Gambit asked Logan as he and Jubilee held their hands in the air.

"I won't." Logan pulled out his claws.

A mist soon appeared with a crack of thunder as Storm's voice was heard.

"Wolverine." Storm said. "Allow me. Let mist cover your retreat!"

"Come on, let's get lost in the fog." Logan said to the others as they got away.

"I can't see a thing." One cop said.

Scott and Rogue were in Danny's room when Dark Xavier burst in.

"Ingrates! Incompetent fools!" Dark Xavier insulted the two X-Men.

"Professor you're..." Scott didn't get to finish his sentence, as he and Rogue were blasted by Dark Xavier.

"I am here to destroy you." Dark Xavier said.

Danny woke up and saw what was happening. "Rogue!"

"Why are you doing this?" Rogue demanded.

"I don't want to hurt you." Scott said as he blasted Dark Xavier, but it just went through him.

"A ghost?" Rogue said.

"But I want to hurt you!" Dark Xavier blasted them as they were pushed towards the window.

Jean came back from the bathroom and saw what was happening.

"No, Scott!" Jean said. She tried to stop Dark Xavier by connecting her mind with his, but she fell to the ground, screaming.

"I can't fight it!" Scott cried.

"He's making you imagine that a force beam's affecting you." Danny told them. "It's all in your mind." Danny didn't know how he knew this, but he wasn't going to question it." He fired a beam out of his hand at Dark Xavier as he exploded.

Danny looked at his hand. The blast he fired was yellow instead of green. That was odd.

"What was that?" Rogue asked.

"He was just a psychic projection from the professor's mind." Danny answered.

"But why?" Scott asked.

"Something's wrong." Jean said. "His mind seems to be out of control."

"See if you can reach him, Jean, while I contact the X-Men." Scott pulled out his phone to call them.

Jean called out to Xavier telepathically. "Professor Xavier. Professor..." She saw him on the roof. She was about to tell them when Danny beat her to it.

"He's on the roof." Danny said as they all looked at him.

"How did you know that?" Rogue asked.

Danny shrugged. "I don't know. I just do."

The X-Men were surrounding Xavier's unconscious body.

"Professor?" Scott said to him.

"It was here." Xavier said softly.

"What was here, professor?" Storm asked.

"I don't know." Xavier replied. "I felt a psychic probe of enormous power. The same one that has been haunting me, that warned me of the trouble aboard the space station."

Unknown to any of the X-Men, a mind-controlled man was filming them while Eric the Red was watching the footage.

"Only this time it dug deeper." Xavier continued. "The probe overwhelmed all of the safeguards I have built to control the surging powers of my mind, including the dark side, the destructive urges that live within us all. With the shroud that conceals it ripped away, that dark side of my nature lashed out, without reason or compassion, trying to destroy what I care about the most, the X-Men."

"Xavier is the key." Eric the Red said as he watched the footage. "We shall be ready."

"Until I regain control of my subconscious, my orders cannot be trusted." Xavier said. "Cyclops will be in command of the X-Men until I return."

"Return from where?" Jubilee asked.

Xavier landed his jet at the Muir Island Research Center, where two people were waiting for him.

"So good to see you, Charles." Moira greeted him. She gestured to the man next to her. "I'd like you to meet Sean Cassidy, my fiancé."

"Moira's told me a great deal about you, Mr. Xavier." Sean said.

"How fortunate." Xavier said slowly. "Now if you'll show me my quarters, Moira, I'll need to rest."

Xavier then left the two in private.

"I've not seen him like this, Sean." Moira said to her fiancé. "It may be even worse than he told me."

It was nighttime as Xavier looked out the window in his room as he tried to contact the presence from before.

"Are you out there?" He asked. "I fear you, yet I sense you may be the answer to my loneliness."

On a hill, Sean and Moira were looking at the moon.

"Does he still not love you, Moira?" Sean asked.

"I don't think so, but he needs me." Moira answered. "Charles has given everything for his students, his X-Men. But friends, aye, that's different. Sometimes I think I'm the only one he has."

As the two kissed, Xavier finally got an answer.

He screamed as he floated out of his chair.

"You are driving me insane!" He cried. "But I must not fight you."

Xavier found himself back in his chair with the astronaut standing before him.

"Who are you?" Xavier demanded.

The astronaut fell to their knees and removed the helmet, revealing a woman with black hair and alien markings on her eyes.

"My name is Lilandra." She said. "I come from a world unknown to you. A world called Shi'ar."

"Why have you come here, to the Earth?" Xavier asked.

"Charles Xavier. Let me show you." Lilandra said as she placed her hand on Xavier's head. "I am the sister of D'Ken, the emperor of the Shi'ar."

Xavier saw a vision of D'Ken along with a crystal. "

"I served my brother loyally until I learned that he sought to control the greatest power in the universe, the ancient Crystal of M'Kraan." Lilandra revealed. "Immeasurably powerful. My brother hopes to harness the crystal's power to use it as a weapon. My brother is mad. It is written that if the crystal is breached, both of our galaxies could be at risk."

The destruction of several planets appeared in Xavier's mind.

"To keep the crystal from my brother, I violated its ancient sanctuary, the most sacred temple of Shi'ar." Lilandra confessed. "I stole the M'Kraan Crystal. I escaped aboard a star cruiser, but my brother pursued me with the warships of the Imperial Fleet. They attempted to destroy me and my ship to get the crystal. I managed to reach your solar system. But D'Ken will follow me here in time. That is why you must help me."

Xavier still had one more question. "What led you here, to me?"

"The Shi'ar believe that two minds can be linked from the moment of their creation, destined to seek each other out in their time of need." Lilandra explained. "It's a bond like love, only deeper. Do you also believe this?"

"I do now." Xavier answered.

Lilandra caressed his face. "I have seen your face a thousand times in my mind."

Xavier heard the bell at his door ring.

"It's alright, Moira." Xavier said, but the door exploded as a familiar figure walked in.

"The name's Juggernaut, dear brother!" Juggernaut bragged as he picked up Lilandra with one hand. "And you must be Lilandra!"