The X-Men arrive at the Grey home at the same time as the Brotherhood. Magneto and Xavier go in and both vie for Jean's loyalty until the Phoenix resurfaces. She destroys the house and disintegrates Xavier before Magneto and Wolverine can stop her. In the meantime,Storm fights Callisto and Logan fights Juggernaut,trying to get to Xavier before Jean kills him.
Magneto takes Jean away, leaving Wolverine and Storm grieving over the loss of the Professor. Back to the X-Mansion the students and the X-Men bid a final farewell to their fallen leader and mentor. The next day in The Forest, Magneto has set a huge camp for his now larger Brotherhood Army along with Jean Grey at his side. Back in the school, Wolverine, Storm, Beast, Iceman and Shadowcat gather to decide about the school's future.