After last issue's battle against Deathbird, Colossus is deadly injuried and the cops are making questions to Tigra and the X-Men. Suddenly the Starjammers show up, rescue the X-Men and heal Colossus with the help of Sikorsky. Back in Shi'ar spaceship, Nightcrawler and Kitty watch Colossus's death, and Lord Samedar is a traitor working with Deathbird. Xavier and Lilandra are both in a cell inside Deathbird's spaceship, but the Starjammers are after them.
Corsair tells Cyclops about what happened 20 years ago in Alaska when he was attacked by the Shi'ars and kidnapped with his wife Katherine, leaving Scott and Alex behind. It was D'Ken who had killed his wife, and years later he had met Ch'od, Raza and Hepzibah and started the Starjammers to destroy the Shi'ars.
Suddenly the Starjammer is swallowed by a giant alien and they are attacked by the Brood. Colossus is better and battle against the aliens with Wolverine, Storm and Hepzibah, while Cyclops and Corsair help Xavier and Lilandra.
At the end Lilandra tells them if they don't call Araki in 6 hours, he will destroy the Earth, but Waldo tells that isn't possible.