Gladiator has teleported half of the X-Men (as well as intrepid news reporter Trish Tilby) onto an out of control Shi'ar starship hurtling toward a stargate; Beast gets the ship under control but finds there is an asteroid field between themselves and their destination; Joseph uses his powers to get the ship through safely; On the other side of the gate, they find a busy Shi'ar spaceport completely desolate aside for one badly wounded survivor -- Deathbird; Meanwhile, back on Earth, Cannonball has to explain to the rest of his comrades how he lost the X-Men.