- George Caragonne (script, co-plot); Chris Claremont (co-plot)
- Rodney Ramos (as Rod Ramos)
- Sam de la Rosa (pages 15, 20 & 22 only); Jan Harpes (as Jan Anton Harpes)
- Renée Witterstaetter
- Janice Chiang
- Phoenix; X-Men [Cyclops; Nightcrawler; Colossus; Storm; Wolverine]; Watcher [Uatu]; VILLAINS: Magneto; Mastermind; Shadow King; Jean Grey (cameo); Professor X (cameo); Angel (cameo); Beast (cameo); Kitty Pryde (cameo); Lilandra (cameo); Dr. Doom (cameo); Arcade (cameo); The Brood; Wendigo; Garokk; Caliban; Rachel Summers; New Mutants [Cannonball; Dani Moonstar; Sunspot (cameo); Wolfsbane [Rahen Sinclair] (cameo); Karma (cameo)]; Imperial Guard [Gladiator (cameo, flashback); Smasher (cameo, flashback); Starbolt (cameo, flashback); Oracle (cameo, flashback); Manta (cameo, flashback)]
- The Shi'ar give Jean Grey a psychic lobotomy, cutting her off from the Phoenix force and her own mutant powers. Jean, now a normal human, leaves the X-Men and marries Scott. Magneto abducts her to Asteroid M and offers to reconnect her to the Phoenix force but she refuses. She returns to earth and has a daughter named Rachel. While Scott is off fighting the Secret Wars, Jean is accosted by Mastermind whose body is hosting the Shadow King. Jean is shot by the Shadow King who vows to use baby Rachel as his host body. As she is dying, Jean remembers that she is just a copy of the real Jean Grey.
Breastfeeding panels. Story is based on X-Men (Marvel, 1963 series) #137.
Precise inks credits supplied by Sam de la Rosa via the GCD Error Tracker.