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The Phoenix Saga is the third, fourth, fifth, sixth and seventh episode of season three of X-Men: The Animated Series.


The Phoenix Saga, Part I: Sacrifice


As Charles Xavier sleeps he dreams of a terrible war being fought in space. As the battle continues Xavier hears a woman's voice say "help me Charles Xavier, help me." As the ship gets away the woman says "help me Charles Xavier. For the sake of the future help me!" At that moment Xavier wakes up and known that something terrible is about to happen. That night Xavier calls all the X-Men (except for Rogue who is on a mission) to a meeting in the mansion's war room. Xavier tells them that they must find a way onto the the Stare Core space shuttle. At that moment Xavier has another vision like the one from earlier. As soon as the visions stop Xavier tells the X-Men they must find a way onto Star Core and go to the Eagle 1 space station because he believes that Dr. Peter Corbeau and his crew will die. Cyclops asks what they are supposed to do on Eagle 1. Xavier is unsure but tells them that an event of great importance will happen. As the others get ready for the mission Xavier stops Storm and tells her that he needs her to stay behind on Earth.


Sometime later that night Cyclops goes into Xavier's office to talk to him. Cyclops asks why he won't tell him what the mission is about and asks Xavier if he still trusts him to lead the X-Men. Xavier replies that he has not lost faith in him but he has felt like he has been losing control of his powers and even he doesn't know what the visions mean. The X-Men then fly off in the Blackbird and land it outside the shuttle launch site. As they get out of the Blackbird, Cyclops says that they will need some kind of cover to sneak in and storm uses her powers to create a dense fog. When they get to the space center ground control building Wolverine uses his adamantium claws to cut through the locks on the door and they go inside. The alarm sound and Jubilee purposely gets caught by security which allows the other X-Men to sneak around. The X-Men then finds the astronaut's locker room and Cyclops knocks them unconscious by shooting them with his optic blast [1]. The X-Men then hide the astronaut where they won't be found and put on their space suits. At that moment the teams leader Peter Corbeau walks in and Jean uses her telepathic powers on Corbeau to make him think that they are his crew. They then board the shuttle and blast off into space. From out side the take off is watched by Professor Xavier and Storm. Xavier says that he wished he knew what they were going to face. Storm then tells Xavier that he must trust them as they have trusted him. Xavier and Storm then go to get Jubilee. Storm makes her way to a security room where Jubilee is being held and she creates a tornado which sucks her out.


In space Cyclops tells the others to get ready because they are about to board the Eagle 1 space station. As they enter the space station Jean Grey senses someone else is there and that they are walking into a trap. Jean then yells at Peter Corbeau to get back to the shuttle. As also loses focus on her illusion of them being his crew and Corbeau is shocked. A gas is then released into the room and the X-Men and Corbeau lose consciousness. As the gas clears a man calling himself Erik the Red enters the room and welcomes them to Eagle 1 but also says that "it is unfortunate they shall not be staying."


Erik the Red then contacts the leader of the Shi'ar Empire, named D'Ken. Erik the Red tells him that the crew has been dealt with but then notices that is is not the crew and is instead stowaways. D'Ken asks how this could have happened. Erik the Red answers by saying that it must have been Lilandra who warned them. D'Ken then orders Erik the Red to kill the X-Men. Erik has his men take Dr. Corbeau to another room and has the X-Men placed in an air lock so they could be sent them into space. While in the air lock a count down starts and Jean attempts to use her powers to communicate with the crew of the ship. However, they are under mind control and are unable to hear Jean Grey's pleas for help. As the air lock opens the X-Men are pulled closer and closer to the open door into space. However, Jean is able to use her telekinetic powers to close the door and save their lives. Two members of the crew that are under mind control then walk in and start to shoot lasers at the X-Men. Jean is hit by a laser and falls down. Cyclops then shoots an optic blast at the man and he falls down. Cyclops then runs to Jean to see if she is alright which she is.


In another part of the ship Erik the Red tells the his hostage, Peter Corbeau, that his mission is the intercept a  an enemy of the Shi'ar Emperor D'Ken named Lilandra. Erik the Red also says that Lilandra will travel to the space station by using a worm hole to open a portal to the other end of the galaxy. He continues to say that he has mounted a laser canon to the space station and plans on shooting her down. The X-Men then break in to the room and Cyclops fires an optic blast at Erik the Red but it has no affect on him. Erik the Red then has the mind controlled crew members fire lasers at the X-Men. At that moment the worm hole opens and Erik the Red activates the laser canon. Cyclops is able to fire an optic blast at the canon which causes it to move and the laser misses the Lilandra's ship. As Erik the Red escapes Wolverine frees Dr. Corbeau and they make it onto the shuttle with the rest of the crew before the space station explodes. As Corbeau is piloting the shuttle he tells Cyclops that the ships controls are damaged and that they will fly through the Shi'ar ships energy trail and he does not know if the ship will be able to hold together. Beast then says that the shield from the solar probe in the back of the ship should protect them. Corbeau then says that it should work but the auto pilot is destroyed so he will have to stay behind to fly the ship. Beast mentions that he would never survive the radiation. However, Jean Grey say that she will stay behind to fly the shuttle. Jean then absorbs Corbeau's flight training into her own mind. However, Cyclops refuses. Knowing that this is the only way to save them Jean uses her powers on Cyclops which causes him to pass out. Everyone then gets inside the solar probe except for Jean who goes to the cockpit to fly the ship. As Jean flies through the energy she cries out in pain.

The Phoenix Saga, Part II: The Dark Shroud

The Phoenix entering Jeans body

As Jean flies the ship she struggles to not be over come by the radiation from the Shi'ar ship. The energy is so powerful that it even knocks her out of her seat. Jean passes out but absorbs some type of energy into her body.  However, Jean gets back up and manages to pilot the shuttle to Earth but is lands in the river. Wolverine uses his claws to cut their way out of the ship and he, the X-Men, and Dr. Corbeau swim to the top of the river. Cyclops notices that Jean is not there and starts to call her name.


At that moment Jean Grey flies into the air covered by a glowing energy and shouts "I am Phoenix!" The other X-Men stare at her in amazement. Jean then falls down into the water and Cyclops and Wolverine dive down and pull her back up. They then take Jean to the hospital. Scott Summers tells Jean about her flying out of the water however; she has no memory of this. Then says that she feels different. She says that now she feels like she can "Reach out and touch the moon and grasp it in her hand." Scott then asks who Phoenix is. Jean then asks herself if she is Phoenix. Hank McCoy and Professor Xavier then come in and Xavier tells Jean that until they know what has happened she should stay in the hospital. McCoy then tells Scott that NASA can not explain the existence of the alien space craft, the strange radiation, or even how they survive and that NASA is denying everything to prevent a public panic. Beast continues to say that a number of governments are concerned by new activity in the vortex. Scott then asks if it's another alien ship and Xavier replies that it appears so. Scott then orders Professor Xavier to tell him everything he known. However, Xavier shouts that he has told him all he knows. Scott and Xavier then start arguing and blaming each other for what happened to Jean. Beast then tells them that it was not their fault. Beast then goes to study the mind control devices that were on the astronauts.


As Beast walks out side he sees Logan taking out his anger on some trash cans. Hank tells Logan that Jean is doing much better and that he should go see her. Logan replies by telling Hank that he doesn't like hospitals and shows him his claws (a reference to him going through the Weapon X project). Hank then offers to take Logan somewhere to help him get his mind off Jean. Hank stops a cab but the cabbie drives off as soon as he sees Hank. Logan then tells Hank that he would rather spend some time alone.


At that moment Charles Xavier goes to the roof of the hospital and gets into his jet. As Xavier is about to take off a beam from space hits him and causes him to have more visions. After the visions stop Xavier passes out and his mind projects an astral form of himself (which is able to walk). The astral Xavier then uses his powers to find the X-Men. His first target is Logan who is on a subway train. He uses his powers to make Logan see an image of Yuriko Oyama, a woman he once loved. When Logan follows her to another car in the train she disappears and Sabretooth and Deadpool show up. Deadpool and Sabretooth disappear and in their place is Charles Xavier. Xavier tells Logan that he is tired of him and then Logan sees Jubilee on the track as a train is coming. Logan rushes toward her and as he picks her up he realizes that she is just another illusion. He then jumps out of the way before the train can hit him. As Logan makes his way to the surface he runs into Gambit and Jubilee who are in line to see a Broadway show. Xavier then comes up behind the two of them and fires beams from his hands which hit Gambit and Jubilee. Jubilee then stumbles into the road and is almost hit by a car but is saved by Logan. Jubilee is shocked to see Professor Xavier walking. However, Logan points out that he isn't the professor because he can't smell any kind of a scent on him. They attempt to fight Xavier. However, he is extremely powerful. Xavier then tells them that he created the X-Men, and what he created he can destroy.


Jubilee contacts Storm and tells her to come to Time Square. Storm then flies off while the real Xavier attempts and fails to telepathically warm Storm. The police arrive at the site of the battle and they tell the X-Men that that they are under arrest. Jubilee points to Xavier and she tells the officers to arrest him. The officers then ask who she is pointing to and Wolverine says that they can't see him because he's not there. The fake Xavier then disappears and the police attempt to arrest the Logan, Gambit and Jubilee. Storm then arrives and creates a dense fog which allows them to escape.


Back at the hospital Scott is in Jean's hospital room when Xavier arrives. Scott fires his optic blast at the professor. However, it passes right through him. Xavier then fires energy from his hands at Scott. Jean is then able to fire energy from her hands and when it hits Xavier he vanishes. Jean then tells Scott that it was just of projection from the Professor Xavier and not the real professor. Jean then attempts to telepathically contact Xavier while Scott calls the other X-Men. Jean is able to locate him and she tells Scott that he is on the roof. When the X-Men arrive they head up to the roof and check on Professor Xavier. Professor Xavier then tells the X-Men that the someone fired a psychic probe at his mind which unleashed his dark side. While he is telling the X-Men this he is secretly being recorded by one of the astronauts and the live video feed is being sent to Erik the Red who says that "Xavier is the key. We shall be ready." Xavier also tells the X-Men that until he regains control of his subconscious he can't be trusted and puts Cyclops in charge of the team. He then tells the X-Men that he will be going to Muir Island.


Sometime later Xavier arrives on Muir Island. He is then greeted by his friend Moira MacTaggert and her fiance, Sean Cassidy. Xavier then asks Moira to show him to his room. That night Xavier attempts to contact the alien that has been communicating with him. At that same time Sean and Moira are talking. Sean asks Moira if Xavier still loves her. Moira answers that doesn't think so but he needs her help. Meanwhile a strange light enters Xavier's room through the window and a woman appears before him. Xavier asks what her name is and she tells him it is Lilandra and that she comes from a distant planet called Shi'ar. Professor Xavier then asks why she has come to the earth. Lilandra then shares her thoughts with Xavier and explains that she is the sister of D'Ken who is the ruler of the Shi'ar empire. She served her brother faithfully until she learned that D'Ken was searching for the greatest power in the universe, the M'Kraan Crystal. Lilandra continues to say that her brother is crazy and that he plans on using the crystal as a weapon. she also says that if the crystal is breached the energy held within it could destroy both of their galaxies. Lilandra explains that she stole the M'Krann Crystal and fled in a star ship to Earth but was pursued by her brother's forces. She managed to escape but in time D'Ken will find her. Xavier then asks Lilandra why she wanted to seek him out. Lilandra answers that her people believe that two people are mentally linked from the moment of birth and that it is a bond stronger that love. She then asks if Xavier believes this and he answers that he does now while looking into Lilandra's eyes.


Just then Juggernaut bursts through the door and grabs Lilandra.

The Phoenix Saga, Part III: Cry of the Banshee


From outside Moira MacTaggert and Sean Cassidy hear Charles Xavier scream. Moira goes to see what is wrong. Sean attempts to follow but Moira says that if his dark side has taken over again he could be in danger. However, Sean goes with her anyways. Inside Juggernaut picks up Xavier and throws him across the room. Lilandra then pulls out her laser gun and fires it at Juggernaut but it has no affect on him. Professor Xavier then tells Lilandra to put her gun on power and shoot at his helmet. Lilandra does as Xavier says and after a few shots Juggernaut's helmet comes off. Xavier then uses his telepathic powers on Juggernaut and it stops him. However, Black Tom comes through the window and shoots Xavier in the back and he passes out. Lilandra tries to grab her gun but Black Tom shoots her also. Black Tom then tells Juggernaut to grab Lilandra. However, before he does he picks up Xavier and throws him out the window and begins to fall into the ocean. Sean Cassidy sees Xavier and flies over and grabs him. Back in Xavier's room he wakes up to find Moira and Sean. Xavier then asks where Lilandra is. Moira then tells Xavier that there was no one and that is was just an illusion created by his dark side. Moira asks how he known Lilandra is real and Xavier answers he known because he loves her. 


Meanwhile, back at he hospital Scott sits by Jean's bed. The Phoenix then briefly takes over Jean's body and says "Now we are one." After that Jubilee, Gambit, Rogue and storm walk in. Storm asks if there has been any chance in Jean's condition. Scott answers no and that her strange new powers are surfacing. Rogue blames herself for what happened to Jean but Gambit tells her there was nothing she could have done. At that moment Logan comes in and tells everyone that Professor Xavier wants them to go to Muir Island because an alien was kidnapped by Juggernaut. The other X-Men then begin to think that Xavier is worse off then they thought. Wolverine says that they must go the Muir Island to investigate but Storm replies that Moira MacTaggert told her that the alien is just a delusion caused by Xavier's dark side. However, Scott surprisingly agrees with Logan and says that they have seen more strange things than Moira MacTaggert could imagine. Scott also says that he believes that whatever happened to Jean could be the answer to all of their questions.


Later on at Cassidy Keep in Ireland, Black Tom meets with Erik the Red who has come for Lilandra. Black Tom refuses to give him Lilandra until after he is paid. Erik the Red then shoots Black Tom in the chest with a laser and orders him to take him to Lilandra. However, Erik the Red is attacked by Juggernaut. Erik the Red then orders the mind controlled astronauts to kill Juggernaut but their weapons have no affect on him. Juggernaut then throws Erik the Red into the astronauts. Erik the Red then agrees to pay them.


Later on the X-Men arrive at Muir Island. Moira MacTaggert warns the X-Men that they should not have come because their presence will only reinforce Xavier's delusion. Wolverine replies by saying that there is a lot they don't know about the "outer space mumbo jumbo" and proceeds to go inside to see Xavier. Banshee opens his mouth and almost starts a fight with Wolverine. However, Moira is able to calm them down. Wolverine then tells them that he will be able to tell if Xavier is seeing things or not.


The next morning Erik the Red meets with Black Tom at Cassidy Keep and gives him ten million dollars in exchange for Lilandra. At that moment Juggernaut brings Lilandra into the room. Erik the red then blasts Lilandra with a laser. Erik the Red then orders Lilandra to tell him where the M'Kraan Crystal is or else he will kill her. Lilandra then sends a telepathic message to Charles Xavier and asks fr his help. Meanwhile, while Xavier receives the telepathic message Wolverine smells the presence of Juggernaut and two other people (Black Tom and Lilandra) and says that one of them isn't human. Xavier then tells the others that Lilandra contacted him and that he saw a stag and a dragon. Banshee realizes that the stag fighting the dragon is the Cassidy family crest and he tells the X-Men that Lilandra is being held at Cassidy Keep.


As Banshee and the X-Men arrive at Cassidy Keep they are attacked by the astronauts. Bashee then uses his sonic powers to knock them out. Erik the Red, Black Tom, Juggernaut and Lilandra hear Banshee's scream. Banshee and the X-Men then barge into the castle and begin to fight the villains. Juggernaut grabs Jubilee but is saved when Rouge punches him through a wall. Wolverine then attempts to free Lilandra but is shot by a laser fired from Black Tom's walking stick. Banshee then jumps in front of laser blast and absorbs the energy. Banshee mentions that is power does not work on him and Black Tom says the same about Banshee's power and that an old fashioned fist fight usually solved things. The two brothers then begin to fight. At that moment Juggernaut frees himself from the wall Rogue pushed him through and picked up a part of the broken wall and tried to crush Rogue. However, Jubilee fires her energy blast from her hands and they hit Juggernaut. Th two then manage to get out of the Juggernaut's way. Erik the Red then says that they must forget about the others because he needs to get Lilandra to his ship. At that moment Lilandra manages to free herself but is grabbed by Juggernaut. As Juggernaut, Black Tom and Erik the Red head to the castle's roof with Lilandra, Erik the Red throws a device into the room which causes to X-Men and Banshee to be trapped inside a crystal. Wolverine and Rogue are able to free themselves and head up to the roof to stop them from taking Lilandra.


However, at that moment Gladiator, the leader of the Imperial Guard, arrives at Cassidy Keep after traveling through space. Gladiator then tells Erik the Red that he has displeased Emperor D'Ken by not having the M'Kraan Crystal in his possession. Lilandra says that Gladiator is a warrior of honor and asks why he serves a mad man like her brother. Gladiator answers that he is sworn to serve whoever sits upon the throne of the Shi'ar Empire. Juggeranut then hits Gladiator in the chest but he does not budge. Gladiator then picks up Juggernaut with one hand and uses his great strength to throw him across the river, much to the shock of the X-Men. Gladiator then orders Lilandra to come with him but he is opposed by the X-Men. However, Gladiator proves to be to powerful and easily defeats the X-Men. Gladiator then orders Lilandra to give her brother, D'Ken the M'Kraan Crystal but Lilandra says that for the sake of the universe she can not. Charles Xavier is able to sense that Lilandra is in danger and telepathically communicates with the X-Men and tells them to save her. This message is receieved by Jean Grey while in the hospital. The Phoenix takes control of her body and then flies to Ireland.


In only seconds Phoenix is able to travel from New York City to Cassidy Keep in Ireland. Phoenix then tells Gladiator that Lilandra is under her protection. Gladiator then tells the Phoenix that there is no way she can stop him and then fires lasers from his eyes but they do not harm Phoenix. At that moment Erik the Red gets into his star ship and flies away. Gladiator attempts to kill the Phoenix. However, she is far to powerful. Phoenix is able to capture Gladiator in an energy shield of the Phoenix Force fire and he screams in pain. Phoenix then tells Gladiator that she will allow him to live so he can tell D'Ken to abandon his evil quest for the M'Kraan Crystal. Phoenix then throws him into space toward the Shi'ar star system. Lilandra then approaches Phoenix and asks if she is the child of the crystal. Phoenix answers that she is and Lilandra tells Phoenix that she must her from keeping the M'Kraan Crystal from falling into the hands of D'Ken. At that moment the Phoenix senses that D'Ken is close by. In space Gladiator stops moving and a worm hole opens up and a star ship comes through it. Inside the star shp is D'Ken who says that the M'Kraan Crystal is on Earth because he can feel it's power.

The Phoenix Saga, Part IV: The Starjammers


As Black Tom runs away from Cassidy Keep, Professor Xavier tells Lilandra not to fear because the X-Men will do all they can to protect the M'Kraan Crystal. At that moment Lilandra hears a plane approaching and fears that it might be more of her brothers guards. However, Xavier reads the minds of the people on board and reveals that it is a friends of his. As the plane lands the plane's door opens and Cyclops, Beast and Storm run out. Phoenix then uses her telepathic powers to search the skies for D'Ken. However, a member of the Imperial Guard named Oracle senses that Phoenix is reading their minds. Oracle in turn uses her powers to locate Phoenix but Phoenix cuts the connection before Oracle can find her. Phoenix then tells Cyclops to help her prepare the others for a battle to save the universe. Phoenix then talks to the X-Men and tells them that the fate of the cosmos and billions upon billions of lives are in their hands. Phoenix then surrounds the X-Men and Lilandra in the Phoenix Force energy and transports them to the home world of the Shi'ar. When this happens the Phoenix power is felt by various people throughout the world including Emma Frost, Captain Britain, and Doctor Strange. Professor Xavier then reaches toward the sky and begs Jean not to leave him on Earth. Jubilee then runs up to Professor Xavier and says that it's no use and that the way she said good bye it's sounds like their not coming back.


However, Phoenix is to weak to make the journey to the home world of the Shi'ar and instead transports them to an alien ship hiding behind Earth's moon. As they enter the ship Phoenix begins to feel weak and loses her balance. Before she can hit the ground Cyclops catches her. Phoenix then tells Cyclops that she will be alright. Lilandra than shows the X-Men the M'Kraan Crystal and says that they have arrived before D'Ken. At that moment another star ship approaches and Phoenix tells the others that they must move fast to protect the M'Kraan Crystal. The ship then begins to fire at the Shi'ar ship. The ship then hits Lilandra and the X-Men with a stun ray. The X-Men are instantly able to get up but Lilandra is out cold. Beast then theorizes that the beam was programmed to only affect Shi'ar life forms. Their ship is then boarded by a group of space pirates called the Starjammers. The Starjammers then attack the X-Men and reveal that they are after the M'Kraan Crystal. During the battle Corsair, the Starjammers leader, communicates with a member of his crew named Raza who is on their own ship and tells him to reprogram the beam to affect humans. Cyclops threatens to to fire his optic blast at Corsair unless her surrenders. At that moment Phoenix reads Corsair's mind and learns that he is Cyclop's long lost father who was believed to be dead. Phoenix then stops Cyclops before he can take the shot. At that moment Corsair orders Raza to fire the beam. When the beam is fired at the ship Ch'od and Hepzibah take Corsair and the X-Men to their ship.


Wolverine wakes up before everyone else and sees that Phoenix is also awake. Phoenix then tells Wolverine that the Starjammers took the M'Kraan Crystal and Cyclops. Wolverine asks why she stopped Cyclops from blasting Corsair. Phoenix refuses to tell Wolverine and he walks away. As Wolverine walks away Phoenix whispers to herself "I can't tell you he's Scott's father."On the Starjammers ship Corsair visits Cyclops who he is holding in a security cell. Raza asks why they are holding him prisoner and Corsair answers that they are going to use him as a weapon.


Sometime later Erik the Red goes to a Shi'ar star ship to give D'Keen a mission report. D'Ken asks why Erik the Red was unable to complete his mission to capture Lilandra and retrieve the M'Kraan Crystal. Erik the Red answers by saying that he was defeated by the X-Men. D'Ken then became angry that Erik the Red let "pathetic humans" defeat an elite guard of the Shi'ar Empire. D'Ken then orders Gladiator to tell him what happened. Gladiator asks if the legends of a guardian of the M'Kraan Crystal are true. D'Ken answers by saying that there is no truth to them but Gladiator says that he has seen her. Just then a hologram of Corsair appears before D'Ken. Corsair shows D'Ken that he has the M'Kraan Crystal and says that he can have it if D'Ken gives Corsair half of the royal treasury. Corsair then says that as a gift he will give D'Ken one of the humans that has been giving him trouble, which is Cyclops. However, as Corsair ends the transmission D'Ken orders Gladiator to kill Corsair as soon has he has possession of the M'Kraan Crystal. Gladiator then tells the other members of the Imperial Guard of their plan.


Meanwhile, Corsair visits Cyclops in his cell. Corsair tells Cyclops that he is going to sell D'Ken the M'Kraan Crystal. Cyclops protests knowing that what he is going to do could mean the end of the galaxy. However, Corsair tells Cyclops that D'Ken will never get the crystal because Cyclops will use his optic blast to kill him. Cyclops then asks why he is so determined to kill D'Ken. Corsair answers that D'Keen has killed millions in his quest for power including his family. However, Cyclops still refuses to take a life. Corsair tells Cyclops that when D'Ken gets his hands on the crystal billions of people will die. Corsair goes on to ask Cyclops if sense of honor is worth so much. As Corsair leaves the cell Cyclops asks if the life of one woman was worth so much and Corsair answers that it was to him.

The power of the M'Kraan Crystal unleashed

Lilandra's ship attempts to catch the Starjammer's ship but it is to fast. Lilandra begs Phoenix to transport her and the X-Men to the Starjammer's ship. However, Phoenix replies that she is still very weak but she is growing stronger. Meanwhile, the Starjammer's ship reaches D'Ken's ship. Corsair enters Cyclops's cell and asks once again if he will help him kill D'Ken. Cyclops replies that for the sake of the galaxy he has no choice. As they board D'Ken's ship with the M'Kraan crystal Corsair tells Cyclops that he comes from Earth and that he wouldn't even recognize his sons if he were to see them (Corsair is unaware that Cyclops is really his son). At that moment on the Shi'ar ship Phoenix tells the others that if she can use her powers to lock on to Cyclops mind she can use it as a homing beacon and find him. Cyclops and Corsair then come face to face with D'Keen, Gladiator and Erik the Red. A few seconds later Phoenix is able to locate Cyclops and uses the Phoenix force to transport herself and the X-Men to D'Ken's ship. Back on D'Ken's star ship Corsair gives D'Ken the M'Kraan Crystal. Corsair is about ready to free Cyclops so he can kill D'Ken. However, the Imperial Guard surrounds them but at that moment the X-Men arrive on the ship. While the Imperial Guard is mesmerized by the sight of the Phoenix Corsair attacks D'Ken. However, D'Ken is revealed to be a shapeshifting member of the Imperial Guard. The real D'Ken is watching from a balcony above their heads and he orders the Imperial Guard to kill them. As the Imperial Guard attacks the X-Men, Cyclops orders them to get the M'Kraan Crystal. Gladiator then grabs the crystal and is attacked by Rogue who punches Gladiator and he flies across the room. Lilandra then runs up grabs the M'Kraan Crystal and thanks Rogue. D'Ken manages to get away and Corsair orders everyone to get to his ship. As they race to the ship the X-Men and the Starjammers see D'Ken who has possession of the M'Kraan Crystal and Lilandra as his hostage. Phoenix attempts to stop D'Ken. However, before she is able to stop D'Ken he unleashes the power of the M'Kraan Crystal. Phoenix warns that if he is not stopped all galaxies will be pulled inside the crystal through a portal and be destroyed along with several billions of lives. 

The Phoenix Saga, Part V: Child of Light


As D'Ken absorbs the power of the M'Kraan Crystal he becomes all powerful and uses his power to try and kill Corsair and the X-Men. However, Phoenix uses her power to place a telekinetic shield around them. D'Ken makes his energy blast more powerful and it is able to break through the shield. Rogue attacks D'Ken but he shots her down with his energy blast. This makes Wolverine angry and he along with Gambit attack D'Ken. D'Ken easily takes them down and begins to laugh at them.


D'Ken is then pulled inside the M'Kraan Crystal and Phoenix explains that D'Ken is now one with the crystal and that he is creating his own universe inside the crystal. Phoenix then teleports Corsair and the X-Men to the Starjammer ship and then travels to the universe inside the M'Kraan Crystal to battle D'Ken.

The galaxy getting pulled inside the M'Kraan Crystal

At that moment on the Spacejammer, Lilandra notices that everything is starting to get pulled into the M'Kraan Crystal and she tells the X-Men that Phoenix has failed. Corsair then has his crew fire lasers at the crystal but is does damage the crystal at all. On Earth several natural disasters occure which are all caused by the M'Kraan Crystal. Jubilee then finds Professor Xavier and frantically tells him that the sun is fading away. Xavier replies that he knows. Xavier also says that the M'Kraan Crystal is drawing everything in the universe inside of it and destroying it. Jubilee then says that there must be some way to stop it. Xavier replies by saying "there is one hope. . . the X-Men."


Back in space the Starjammers ship begins to be pulled inside the crystal. As they are sucked inside everyone believes that they are about to perish. However, they somehow survive and arrive in a strange galaxy that is located within the M'Kraan Crystal. D'Ken appears before them and the X-Men attack him. However, he proves to still be far to powerful for them to defeat. Lilandra tries to tell D'Ken that the crystal will destroy him. However, he claims that the crystal is granting him life and power. Lilandra then tells D'Ken that unless the crystal is sealed it will destroy the entire galaxy but D'Ken has become power hungry and refuses to give up his power. D'Ken then uses his powers to trap Lilandra is a force shield. Cyclops then tells Wolverine that he fears that there is nothing they can do.


On Earth natural disasters occur all over the planet and the heroes of Earth help those in danger. In New York, Storm uses her powers to keep a giant tidal wave from crashing into a bridge. Charles Xavier communicates with Storm and tells her that she can not be everywhere at once and to just help where she can.


Back in the M'Kraan Crystal the X-Men, the Imperial Guard, Corsair and the Starjammers continue to fight D'Ken and attempt to free Lilandra from the force shield. However, their combined forces still have no affect on him. D'Ken then uses his powers to create several creatures made of rock that attack the heroes. Titan (a member of the Imperial Guard) comes up behind D'Ken and grows to a giant size and seemingly destroys him. However, D'Ken survived and burst out of the ground and continued to attack the heroes. D'Ken then once again captured Lilandra in a force shield and he tells her that she will regret opposing him. At that moment the Phoenix arrives to challenge D'Ken.


Phoenix then transports everyone to the safety of Lilandra's ship Phoenix then tells the X-Men. Lilandra, the Imperial Guard, and the Starjammers that Jean Grey was chosen as the host of the Phoenix because of her telepathic powers and Jean "felt the crystals pain" when Phoenix was unable to. Phoenix then reveals that she has a plan to stop the M'Kraan Crystal by joining with it's matrix and that her power may be able to repair all the damage that D'Ken has done. Cyclops attempts to stop her because he knows that if she succeeds she will be trapped in the crystal forever but Phoenix tells him that this must be done to save the galaxy. Phoenix then gives Cyclops a kiss goodbye and flies off to stop the crystal.


As Phoenix flies into space the energy from the Phoenix force surrounds the M'Kraan Crystal and begins to repair the damage to it. However, Phoenix states that she needs help to find a way to completely close the breach in the crystal. Phoenix then thinks about Professor Xavier's wisdom, Storm's compassion, Beast's gentleness, Jubilee's innocence, Wolverine's courage, and Cyclops's love and this gives her the strength to seal the breach in the M'Kraan Crystal and trap D'Ken inside.


Back on Earth all the natural disasters stop and Jubilee wonders what has happened. Professor Xavier tells her that the X-Men have succeeded but he wonders what the cost of their victory is.


In space Phoenix tells the others that the M'Kraan Crystal has been sealed but the only way to keep it out of the wrong hands is to take it where no living being in the galaxy can go. Phoenix continues to tell them that the M'Kraan Crystal can not be destroyed even in the heart of the sun which is where she is going to take it and is where she will remain. Cyclops then tells the love of his life goodbye as she takes the crystal into the heart of the sun.


Back on Earth the X-Men meet up with Professor Xavier on Muir Island. Lilandra tells Xavier goodbye but Xavier asks her to stay. Lilandra replies that she can not because she is now the ruler of the Shi'ar empire and she must go back to her world to undo the damage that D'Ken did during his time as ruler. She then asks Xavier to come live with her on Shi'ar. However, Xavier refuses because he is needed on Earth to fight for equality for normal humans and mutants. Lilandra then kisses Charles Xavier and gets on her ship.


At that moment Corsair apologizes to Cyclops for using him as bait against D'Ken and tells him that ever since he lost his wife he has lived only for revenge. Cyclops then answers that no one knows how they will react when they lose someone they love. Corsair then says that he will need to find a new reason for living and Cyclops sadly replies that he will have to do the same thing. Corsair also says that he was proud to know him and the X-Men. Corsair then gets into a star ship with Lilandra. Lilandra then tells Xavier that some bonds can never be broken and that they will meet again. Lilandra's ship than takes off for their home world of Shi'ar.


Cyclops watches the star ship as it flies away. Charles Xavier then comes up behind Cyclops and tells him the Greek legend about the phoenix which was a bird that was consumed by fire but always rose again from the ashes. Xavier continues to say that he believes that the Phoenix represents hope that never dies. He then tells Cyclops to think about what he has said and leaves him alone.


Cedric Smith Professor X / Charles Xavier
Cathal J. Dodd Wolverine / Logan
George Buza Beast / Henry McCoy
Norm Spencer Cyclops / Scott Summers
Alyson Court Jubilee / Jubilation Lee
Catherine Disher Jean Grey / Phoenix
Chris Potter Gambit / Remy LeBeau
Alison Sealy-Smith Storm / Ororo Munroe
Lenore Zann Rogue
? Peter Corbeau
Lawrence Bayne Erik the Red / Davan Shakari
Corsair / Christopher Summers
? D'Ken
Jeremy Ratchford Banshee / Sean Cassidy
Lally Cadeau Moira McTaggert
Camilla Scott Lilandra
Rick Bennett Juggernaut / Cain Marko
? Black Tom / Tom Cassidy
Richard Epcar Gladiator / Kallark
? Ch'od
? Hepzibah
? Raza Longknife


Various heroes and villains

  • Howard the Duck (As a picture on Beast's shirt)
  • Yuriko Oyama (As an illusion)
  • Sabretooth (As an illusion)
  • Deadpool (As an illusion)
  • Kurt Marko
  • Cr'reee
  • Captain Britain
  • Doctor Strange
  • Sunfire
  • Mj'Nari (Storm's surrogate son)
  • Alex Summers
  • Spider-Man
  • War Machine

The Inner Circle (Hellfire Club)

  • Emma Frost
  • Mastermind / Jason Wyngarde
  • Sebastian Shaw

Imperial Guard

  • Oracle
  • Flashfire
  • Starbolt 
  • Hobgoblin
  • Smasher
  • Titan
  • Warstar
  • Earthquake
  • Hussar
  • Manta
  • 2 unnamed Shi'ar aliens

Alpha Flight

  • Shaman
  • Snowbird
  • Northstar
  • Aurora


  • These five episodes were a direct adaptation X-Men #101 - 108 which were published between October, 1976 and December, 1977.


  • In The Phoenix Saga, Part V: Child of Light, Spider-Man's hand can briefly be seen shooting a web to save someone. This episode aired two months before Spider-Man: The Animated Series premiered on Fox Kids. Some people suspected that Spider-Man's hand was put in the episode as foreshadowing for his own series.
  • X-Men: The Animated Series was not allowed to show Spider-Man. According to director and producer Larry Houston he had to sneak Spider-Man's hand shooting a web into this episode. Houston was quoted saying "That's all I could sneak by. Back in season one, a full model sheet of Spidey was disallowed by Marvel, even though he was on the same Fox network. This time, I made sure to not label it Spider-Man's wrist when I submitted it for approvals. It was called a "miscellaneous arm," to the best of my memory. And it was b/w, not color, too. Everything I did back then (and you did) to add to the experience of watching the X-Men could never happen today. Too many cooks in the kitchen."