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.