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| Trivia
| - *James Howlett and Charles Xavier are featured on the cover [James Howlett, Remy LeBeau, Ororo Munroe, Jubilation Lee, and Elizabeth Braddock are featured in the top left corner.]*Originally priced at $1.00 US ad $1.25 Canada.
*Ads in this issue included : [inside front cover] Double Dragon II, Turtles Cereal, Score, Nolan , Taxan, Marvel Prize Claim, Bullpen Bulletins, Subscribe!, [inside back cover] 3 Musketeers, [back cover] Dungeons & Dragons.
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| Appearing
| - Featured Characters:
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Supporting Characters:
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Adversaries:
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Other Characters:
* Unnamed Shi'ar citizens
* P!ndyr corpses
Locations:
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Vehicles:
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| CoverArtist
| - Jim Lee
- Pat Brosseau
- Scott Williams
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| Speaker
| - [[W:C:marvel:Ororo Munroe
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| Links
| - * The Unofficial Handbook of Marvel Comics Creators - accessed on 11/17/2009
* - See for further referencing
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| Synopsis
| - In the Royal Palace on Chandilar : Gambit tries to keep Jubilee quiet while they both hide from Professor X. It has just been revealed to them that Xavier mentally controlled Gladiator and Oracle and is now using them to take out his vengeance on Deathbird. He uses Gladiator to rip Deathbird's wings from her back and as he is about to have her killed, Gambit and Jubilee decide to break up the party. Gambit distracts Gladiator with a blast of cards; allowing Deathbird to strike at Xavier. Jubilee takes out the remaining guards and is then stopped by a mind-blast from Professor X. Luckily, Deathbird is able to take out Gladiator and she, Gambit and Jubilee are able to make a run for it. They find Lila Cheney tied up and free her as more soldiers arrive. Lila teleports Deathbird away, while Gambit and Jubilee are left to fight for themselves. They blast through the palace, alerting both Wolverine and the rest of the X-Men to their escape.
As everyone arrives at the site of the explosion, they find Gladiator having "protected" Professor X from harm against Deathbird's attack. They are all happy that Professor X is safe. All save Wolverine, who suddenly attacks and kills Xavier. Psylocke quickly renders Wolverine unconscious. Suddenly, Lila Cheney and Deathbird teleport back and grab some of the X-Men and then teleport away just as fast. The Lord Chamberlain arrives and sends Lilandra off so they can deal with Xavier's body humanely. He disintegrates the body and then turns to the Starjammers to capture Deathbird and the renegade X-Men.
Meanwhile, on Epsilon Seikosha IX: Deathbird reveals that she has stolen the X-Men away to help her in her fight against this Professor X impostor. She says that he has destroyed the P!ndyr and all inhabitants of this planet. The X-Men look through the rubble and agree to help her against her enemy. The Starjammers arrive at the planet and Deathbird suddenly has Lila teleport her away unexpectedly. This leaves Forge, along with Storm and Banshee to take on the Starjammers alone as they prepare to attack the Starjammer.
Back on Chandilar: Jubilee and Lilandra are seen under Psylocke's control and learn that they are to become pawns in a larger game.Jubliee is stripped and given to Manacle who binds her along to other Starjammers in a type of web-matrix that holds them all together. It is revealed that the Lord Chamberlain is really a renegade leader of a cadre of War Skrulls, named the Host. They plan to control Lilandra, and thus the Shi'ar Empire, to do their will. The Skrull Prime transforms into another 'Professor X' and then tricks Lilandra into thinking he is the true Xavier. The true Professor X is seen bound in the matrix and begins plotting his escape and revenge.
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| Notes
| - * This issue is reprinted in many other comics and books, see references for more info.
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| quotation
| - Deathbird! What the devil are you playing at?!!
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