In the depths of outer-space, a mysterious voice seems to be talking to itself about how it's part of everything and has birthed all the stars, claiming that the stars that have spawned life are among the most dear to it.

As it draws it's attention to an Earth-bound space shuttle, it describes the shuttles passengers as "noble souls.. and doomed as well", noting that among them is the reason for it's presence.

Inside the shuttle we see Cyclops being held back by Nightcrawler and Colossus as he shouts out "JEAN!"

Nightcrawler tries to calm his friend, explaining that should Cyclops open the hatch to the flight deck, he would kill them all, and Jean's heroic sacrifice would be for nothing. Cyclops succumbs to defeat, realizing the truth in Nightcrawler's words.

Inside the cockpit, Jean tries to keep herself distracted from the gravity of the situation so she can focus on the task at hand. As her body withers to a corpse from the extreme radiation, her thoughts continue on and seeing a bright flash, she thinks she must be hallucinating as she is surely already blind from decay. Realizing she is dying, she fears she won't be able to complete her mission to save the others, but the formless voice tells her not to be afraid, and that it means no harm. It introduces itself as "the sum and substance of life and hope and dreams", and explains that it heard her cries for help and has come to deliver.

Jean thinks she is going crazy, but the voice tells her it understands why she must go on, to save the X-men, and especially to save Cyclops. It explains that it's presence on this plane of existence is dependent on her, and that's how it knows her heart's desire; it offers to join with her, to become one all-powerful being on this plane of existence, that they might survive death together. It warns that there is a price, but Jean knows she has little time left to save the X-men and accepts, leaving her corpse and becoming one with the voice.

As she becomes one with the voice, she is overwhelmed by her own omniscience and realizes that the body she left behind is somehow still stubbornly alive. Feeling this last spark of her now former life may have been right to resist the voice, she protects it in a cocoon to heal and sustain it, that perhaps one day it might live again. It is then that she realizes she is no longer the person in that body, proclaiming, "Forgive me X-men, I am no longer the woman you knew; I am fire! the soul and spirit of life incarnate! Now and forever.. --I am Phoenix!"

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