A near-omnipotent force of nature and the ancient guardian of the all-powerful M’kraan crystal, Phoenix absorbs the identity of Jean when the X-Men travel into space to stop the evil emperor, D’Ken, from stealing the coveted precious stone.

Unbeknownst to them, however, the mysterious empress, Lilandra, has secretly hidden the crystal to thwart D’Ken’s evil plan. But the crystal, which Phoenix has been sworn to protect, ultimately falls into the evil hands of D’Ken, allowing him to create his own universe inside the all-powerful gem. Can the X-Men prevent D’Ken from becoming the ultimate power of the living galaxy - and what has become of Jean and Phoenix?