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Retelling of X-Men #137, but with a twist ending. The Watcher has come to witness an event of cosmic significance: The fate of the Phoenix. Following the destruction of the D'bari system[2], the Shi'ar have teleported Phoenix, the X-Men, Angel and Beast aboard an imperial cruiser where Empress Lilandra has the unfortunate duty to tell her lover Charles Xavier that he galactic council has agreed the Phoenix must be destroyed. However, Xavier does not wish to put one of his students to death and calls for a duel of honor between the X-Men and the Imperial Guard for the fate of the Phoenix. After consulting this with the Kree and Skrull leaders, it is agreed that his will be allowable, and Lilandra agrees to the duel as well electing that the battle happen on the Moon's blue area. The Supreme Intelligence and R'Kill demand that their emissaries watch over the battle.