Quote1 Scott, am I worth it? I destroyed a world–in my mind, I can still hear the screams of the dying–and it felt good! I don’t want that feeling ever again. And yet–I do! Quote2
-- Jean Grey

Appearing in "The Fate of the Phoenix!"

Featured Characters:

Supporting Characters:


Other Characters:




  • Lilandra's Shi'ar Flagship
  • Shi'ar warship - (Only in flashback), (Destroyed)

Synopsis for "The Fate of the Phoenix!"

Continued from last issue.

In his citadel, the Watcher declares he will bear witness to an event of cosmic significance: the fate of the Phoenix.

The X-Men, including the Beast, the Angel and a now back to “normal” Jean Grey find themselves teleported onto a Shi’ar starship in the midst of a massive gathering of representatives from across the Shi’ar galaxy. Empress Lilandra declares that the Phoenix must die. The X-Men are perplexed, until Lilandra explain how the Dark Phoenix (the “Chaos Bringer” according to Shi’ar legends) exterminated the D’Barian race and an imperial cruiser. Jean’s friends are horrified by the account.

Xavier demands a duel of honor between the X-Men and the Imperial Guard for the fate of the Phoenix. After consulting this with the Kree and Skrull leaders, it is agreed to allow it. The Supreme Intelligence and R'Kill demand that their emissaries watch over the battle, however.

The X-Men rest up for the fight. Over the course of the night, Jean has an alien tailor create a replica of her old Marvel Girl costume for her to wear. Nightcrawler and Angel practice in a training room. Wolverine meditates. Beast takes a bath and takes advantage of some of Shi’ar hospitality. Storm and Colossus each rest up for the fight. Each of them in their own way ponders the Phoenix’s actions and wrestles with whether or not they can bring themselves to defend her, given what they now know she’s has done.

On a deck looking out into space, a similarly conflicted Cyclops broods over his lot in life and that the love of his life might be killed just when they were truly falling in love. His thoughts are interrupted when Jean arrives and shows off her costume. The two then decide to spend what could possibly be their last night together.

The following morning, the X-Men all agree to fight for Jean and are teleported to the surface of the moon, into the ancient Kree “Blue Area.” Angel finds out the hard way that he cannot fly too high without breaching the protective atmosphere of the blue area.

They observe their opponents, Imperial Guard members, in the distance and the X-Men split up to divide the Imperial forces. Cyclops, Marvel Girl, Angel and Nightcrawler head off in one direction and quickly draw fire from the Guardsmen known as Starbolt.

The other group consisting of Beast, Colossus, Storm and Wolverine travels into the underground tunnels and clashes with B'nee and his partner C'cll. Guardian rips up the ground beneath them and Wolverine is knocked down a shaft but Storm breaks his fall. They land near the Watcher’s citadel, where they are attacked by Hussar and Earthquake. Wolverine is knocked into the Watcher's citadel while Storm is defeated by the two Imperials.

Elsewhere, the battle rages on: Smasher tosses Angel down another shaft, prompting Nightcrawler to leap after him, leaving Cyclops and Marvel Girl alone and outnumbered.

Inside the Watcher's citadel, Wolverine awakens to encounter the Watcher who curtly kicks him out of his home. Outside the citadel, Wolverine is approached by what appears to be Storm, his enhanced senses detect that it's really the Skrull Raksor. Before he can deal with the shapeshifter, however, he is blasted into unconsciousness by the Kree known as Bel-Dann. Disgusted at being saved by one of his mortal enemies, Raskor shape shifts into a bestial creature and attacks the Kree.

Meanwhile, down below, Nightcrawler finds no trace of Angel and attempts to get the drop on Manta, only to be blasted by her. Afterwards, she is shown to have already captured the Angel as well. Not far away, B'Nee incapacitates the Beast, while Gladiator goes toe-to-toe with Colossus and easily beats the X-Man into submission.

Watching the battle from the Shi'ar flag ship, Xavier is upset witnessing his X-Men being beaten, and Lilandra silently mourns for her love.

Only Cyclops and Marvel Girl are left. Marvel Girl uses her telekinetic powers to hide them briefly. The two agree to go out together and after a brief rest attack the remaining Imperials head on.

Observing from above, the Shi’ar sensors detect an abrupt and dramatic energy surge on the moon below. A force of pure energy strikes the ship, announcing to all that … Phoenix has returned! In desperation, Lilandra orders her forces to ensure the Phoenix’s destruction by destroying the Earth, the solar system even the entire galaxy if necessary. Professor X sends an urgent telepathic message to his X-Men to alert them to the situation.

Narration captions indicate that in their last stand together, Marvel Girl saw Cyclops get cut down, prompting her to once again become Phoenix. The firebird effect blazes all around her and the now inert bodies of her Imperial Guard foes. With no other choice, the X-Men pick themselves up and change their focus to attacking Jean, despite the pain that it brings them to do so. Wolverine performs a reverse fastball special, launching Colossus at Phoenix. He strikes a powerful blow that’s strong enough to temporarily jar her mind back to sanity. She begs her fellow X-Men to end her life but nobody can bring themselves to do it.

Jean then runs into a tunnel with Scott right behind. She traps him in a telekinetic shield and tells him that there is no other choice but for the Phoenix to die. Powerless to stop anything, Cyclops watches in horror as Jean triggers one of the long-dormant Kree laser cannon into blatingt her, incinerating her body. As the Phoenix dies, her final words are to scream out Scott's name. With Jean dead, Scott realizes how much he has lost that day breaks down in tears.

Witnessing this event are the Watcher and his Recorder robot. The Recorder finds this emotional tableau puzzling, intrigued by the fact that they resisted destroying the Phoenix. The Watcher points out that regardless of what happened, humans are emotional beings and that despite the fact that Dark Phoenix was regarded as a monster in the end, she died a human.


  • Uatu the Watcher breaks the "fourth wall" by addressing the comic book readers directly, much as he did in the then-ongoing series "What If..."
  • Some ancient Shi'ar lore is invoked as Lilandra explains how Phoenix's destruction of D'Bari is interpreted by them as the legendary "Chaos Bringer" of their own mythology.
  • This was a "double-sized" issue, which at the time was a rarity for non-anniversary issues (usually only a particular milestone issue - say the 100th issue of a series - might be "double-sized", but this issue doesn't coincide with any special anniversary.)
  • The issue as published was significantly altered from how it was originally drafted. In the original version, the text for the individual X-Men's musings was changed; originally they all fretted over whether they might be killed in the duel. The published version changes the dialogue so that they each reflect on Phoenix's actions and wonder whether they are condoning it by defending her (the published version is in fact a much more poignant sequence.) The final pages, pp. 30 - 35 were entirely rewritten and redrawn. Originally, the X-Men were all defeated and brought back onboard the Shi'ar ship, where Jean is subjected to a device that strips her of all her powers and the X-Men leave with her still alive.
  • CLAREMONTISM: Scott: "Jean, I love you..." Jean: "And I you, Scott, with all my heart!"
  • The conclusion of this story was extremely controversial at the time it was published. Then editor-in-chief Jim Shooter explained that he made the call that "Jean" had to die based on her actions in X-Men #135.
  • Of course, Kurt Busiek would retcon this entire story years later in Avengers #263 so that Phoenix and Jean Grey were separate entities and Jean is still alive. Interestingly, while it couldn't possibly have been intentional, Wolverine's thought balloons, in which he describes Jean and Phoenix as separate beings, neatly fits in with this later rewriting.
  • Wolverine stumbles upon the Watcher's abode. Each panel in this sequence is a homage to Fantastic Four #13 when Red Ghost visited the Uatu's home the same way.
  • The Blue Area of the Moon first appeared in Fantastic Four #13. It will later house the Inhuman's home city Attilan and later still serve as Apocalypse's moon base.


  • What If? #27 revisits this adventure, depicting an "alternate timeline" in which "Jean" is not killed, but instead subjected to the Shi'ar's device (as the original storyine intended). That story...does not end well!
  • Marvel published the original version of this issue as a one-shot -- Phoenix: The Untold Story #1 -- with all the original text and artwork. It also included the text of a roundtable discussion in which all those involved in creating this issue discussed the entire Dark Phoenix storyline and how and why it was resolved the way it was.
  • In the original version of the story, a narration caption relates that the Kree and the Skrull representatives wound up killing each other while the X-Men and Imperial Guard fought.

See Also

Recommended Reading

Links and References


  1. Spelled "Rk'lll" in this issue.

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