Cyclops has nearly been killed in psychic combat with Mastermind inside Jean's telepathic report she shared with Cyclops. As the Hellfire Club gloats over this victory, Jean looks on in worry. Before the Hellfire Club can do anything else, Wolverine bursts through the door tossing off guards as he goes. Sebastian Shaw orders Jean to attack Wolverine, which she does, however while the others are focusing on that she uses her telekinetic powers to unlock the ruby quartz helmet on Cyclops's head. Scott knocks out Donald Pierce before using his optic blast to free his fellow X-Men and blast Henry Leland.
Jean stops her fight and tells Wolverine to go join the others, Logan goes after Leland to get revenge for his earlier defeat. Cyclops defeats Shaw by blasting out the ground out from under him, and Donald Pierce manages to escape when Colossus foolishly tries to stop him in his human form. Witnessing the battle, Mastermind decides to use his illusionary powers to hide out and see what happens. As Wolverine dives down to the lower level of the Hellfire Club to attack his foe, Leland makes the stupid mistake of using his mass increasing powers on Wolverine causing him to land heavily on Leland with his claws out. As Sebastian Shaw tries to flee through the club, he is attacked by Nightcrawler and Storm.
The disturbance at the Hellfire Club does not go unnoticed, as the authorities are called in an alert also goes in at nearby Avengers Mansion where the Beast is on monitor duty. Reading about how his former friends in the X-Men involved in the commotion, he erases record of the emergency call and goes to help his old comrades.
Back at the club, Colossus catches up to Donald Pierce and gets in an arm wrestle with him. Colossus's strength proves better and he breaks Pierce's mechanical arm, however Pierce shocks Colossus in the face with his severed appendage and flees the scene. While else where in the club, Nightcrawler and Storm try their best to defeat Sebastian Shaw in battle, however he escapes as well. Meeting up with Pierce in one of the clubs many secret tunnels, he tells his comrade that he will make the X-Men pay for this. Upstairs Cyclops tries to calm the party goers, however Mastermind uses his powers to make them think that he is attacking them. Just then, the power cables that Wolverine slashed earlier in the night[1] connect with the rising rainwater causing the power to go out in the club. Cyclops runs into Wolverine in the dark and tells him to gather the other X-Men while he goes looking for Jean.

Jean meanwhile, giving into the darkness in her soul tracks down Mastermind and pins him to the wall. She finds on him a device created by the White Queen that allowed him to beam his illusions directly into her mind. She is darkly amused, but destroys the device and then gives Mastermind what he wanted: control of cosmic power. Opening up his mind to the vastness of the universe Jean causes Mastermind to enter a catatonic state and leaves him. She runs into Scott and although she feels strange she accompanies him and the other X-Men as they flee to their ship parked in Central Park. Watching them go from the window, Shaw vows to ruin the X-Men's public image and turn them into public enemy number one.
The X-Men load up into their plane and take off just as the authorities begin to arrive. Jean, finally unable to contain herself, gives in to her darkside. Changing her costume into a crimson version of her Phoenix outfit, and announces that she is no longer the woman they knew, but power incarnate. Suddenly, the X-Men's ship explodes.

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