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. After much pleading, Arkon convinces Storm. Intrigued by this dynamic leader but slightly suspicious, Storm departs but leaves a clue for the other X-Men to follow. The X-Men travel through an inter-dimensional portal and arrive to 'rescue' Storm, just as she is in the midst of restoring the planet's raging eco-system. Once successful, Storm is proclaimed savior throughout this universe. What's more, Arkon asks her to marry him.

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. When Storm mentions this to Arkon, he reminds her she is new to his world, and asks her for her trust. meanwhile Wolverine, Cyclops and Beast discover there are fleet ships bringing slaves from the neighboring planet. Arkon, it seems, is a ruthless tyrant. Storm must know the truth. Back at the castle, Storm has been making a few discoveries of her own.

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.