Tired of being defeated over and over by the X-Men, Magneto entered in an alliance with Deathbird, and together, they killed her sister Lilandra, allowing them to take control of the Shi'ar Empire. Magneto then using the Shi'ar military forces to launch an all-out war against the X-Men and humanity, nearly annihilating the team.
In desperation, Professor Xavier transfers his mind into Cerebro, the mutant-hunting super computer. With the last surviving X-Men at his side, the vastly over matched X-Men are forced to use one of Forge's last inventions. Which evolves their powers to such levels, the X-Men nearly become gods. The X-Men are now both Earth's first line of defense against the armies of the Shi'ar Imperium and humanity's last hope against the approaching onslaught.
- Shi'ar Empire
- Maker (Forge)
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