Uatu ponders over the story of the Jean Grey as the Phoenix and recalls her journey alongside the X-Men. He sees an alternate reality where she did not die during the incursion with the Shi'ar. In this alternate reality, she was reborn again and when the X-Men are called to battle Galactus and Terrax in the Shi'ar galaxy, she unleashes the Phoenix force. She stops Galactus and is thanked by Lilandra for this. She begins to be overwhelmed by the Phoenix force and destroys asteroids and a small star. Upon returning to the X-Mansion, Shadowcat chastises her for destroying another star. Jean again delves into the Dark Phoenix form and destroys Shadowcat. The X-Men try to stop her and she kills Polaris as well. Cyclops tries to stop her and she kills him. This causes her to be engulfed in the Phoneix force and she destroys the Earth.
Note: This issue contains the Hostess Superhero Ad, Spider-Man vs. The Human Computer!