As the humans figure out how to cure the mutants, Magneto decides to bring together a band of mutants that disagree with the humans. The X-Men then find out that Jean Grey is still alive, but not as herself. She is still alive because of her second identity as The Phoenix. Her powers take over her body and she ends up killing Cyclops and Professor Xavier and joins Magneto's group of villians to destore the mutant cure, but standing in their way is Wolverine, Storm, Beast, Colossus, Ice Man, and Kitty.