Rushing to investigate a disturbance downtown, the X-Men find Sabretooth on the rampage again, but realize too late that it isn't really Sabretooth at all. It is the Phalanx, a voracious alien life-form that can assume the guise of anything or anyone. Before long, the X-Men are all captured, except for Beast, who must find a way to stop the alien horror from devouring the entire Earth.

Snatched from the jaws of the Phalanx by the villainous Mr. Sinister, Beast and Forge search for allies to help them battle the alien threat. Gathering assistance from such unlikely sources as Magneto and Sinister himself, they embark upon a daring and risky plan to free the planet from the clutches of the Phalanx by traveling straight into the belly of the beast.

The dashing alien, Arkon, unleashes terrible weather conditions over Washington D.C. to get Storm's attention. It works, he begs her to return with him to his planet, Corsus, to save it from meteorological chaos which threatens his people.

Spectacular preparations for Storm's wedding to Arkon proceed quickly. But as Jubilee helps Storm, the new queen, prepare for the wedding, Jubilee can't help notice how badly the palace workers are treated. Meanwhile, Wolverine, Cyclops and Beast discover there are fleet ships bringing slaves from the neighboring planet.

Jubilee tells children her own fairy tale having herself, her fellow X-Men and their greatest enemies be the characters in it.

Fabian Cortez helps Apocalypse escape from the astral plane.

Wolverine thinks back to the time when he fought during World War II and teamed up with Captain America.

When the army learns of Sam Guthrie's cannonball power, they try to enlist him in their ranks.

The origin of Mr. Sinister is revealed.

At a Mutant/Human Relations Summit, Henry Peter Gyrich attacks.