"Then came the day when the Phoenix, after taking my place, allowed itself to be killed on the Blue Area of the Moon. A small portion of the Phoenix Force survived and rushed to Jamaica Bay, where I slept in a healing pod. It tried to enter my body, but I rejected it because it still bore images of death and destruction. Desperate, it sensed the clone and rushed to it.
"The surprised Sinister watched a fiery phoenix form surround the clone. The clone cried out 'Scott' and then passed out. Sinister soon learned about Phoenix and came up with a plan. He intended to mate his clone with Scott Summers, which would hopefully produce a powerful mutant offspring that Sinister could control.
"Madelyne and Scott lived happily for a while in Anchorage, but he suddenly left her with no explanations. Unknown to her, he had returned to New York City, where I, supposedly dead had been found by the Avengers and the Fantastic Four. Cyclops, Iceman, Angel, Beast and I then formed X-Factor.
"Madelyne eventually saw news reports about X-Factor and realized what had happened. Angry and bitter, she refused to talk to Scott when he called her. At this point, Sinister felt that it was time to claim the baby and kill Madelyne. He arranged for Madelyne to make a special delivery flight for the air freight service. Sinister somehow mentally compelled her to take the baby along. During one of the flight's stops, Madelyne was attacked by the Marauders. She escaped, subconsciously using her powers, but the baby was captured.
"Madelyne stayed with the X-Men for protection from the Marauders. She later sacrificed her life in Dallas, along with the X-Men, to stop the Adversary from taking over the Earth. She was also with the X-Men when they were resurrected by Roma. Madelyne then joined the X-Men in their move to the abandoned Reaver base in Australia.
"One night, while she was working with the advanced computer system, she fell asleep and was somehow contacted by the Limbo demon lord, N'Astrish. Sensing her power, and her inner bitterness, he offered her power for revenge. She gave into the dark portion of her soul, and took him up on the bargain. N'Astrish somehow used dark Limbo magic to awaken the latent powers Madelyne possessed.
"Madelyne then began to corrupt the X-Men from within. She censored incoming news about X-Factor, only allowing the X-Men to know the worst. Madelyne also seduced Scott's brother, Alex.
"When Inferno began, Madelyne became the Goblin Queen. N'Astrish took her to Sinister's base, where her son was being kept. Madelyne easily beat Sinister and regained her child. She was also able to learn her complete history from Sinister. More bitter than ever, she vowed to sacrifice her own son to open the gateway to Limbo.
"Soon, a running battle erupted in the streets of New York City, between the Goblin Queen, the X-Men, and X-Factor. Most of the X-Men had given into the darker side of their natures. Havok gave in completely, becoming Madelyne's Goblin Prince. Finally, at the top of the transformed Empire State Building, the final confrontation between Madelyne and me began. While we were locked in mental combat, I learned all about Madelyne's distorted life. The X-Men and X-Factor, working together, broke through a force field that the Goblin Queen had placed around herself and me. We pressed the Goblin Queen back, and Scott was able to regain possession of his son.
"Sensing defeat, the Goblin Queen tried to kill everyone in a massive blast of energy. The members of both teams worked together so that no one was hurt. The Goblin Queen took the brunt of the blast, fatally injuring herself.
"Dying, she forced me into a mental lock, meaning to carry me to her death alongside her. Suddenly, the Phoenix Force within the Goblin Queen offered me a deal. If I would allow it to enter me, the Phoenix would break the mental lock and save me from death. I reluctantly agreed, and Madelyne died alone.
"Nate Grey, my son, while sleeping accidentally re-created Madelyne. She was contacted by N'Astrish again and now is the Goblin Queen again.
"The Phoenix Force that destroyed itself on the moon later ressurected itself and found me, changing me into the Phoenix. Now I have recruited you, the strongest people on earth, to help me destroy Goblin Queen."
"Now where do we go?" Havok asked.
"First, I need Psylocke, White Queen and Nate Grey to help me find Madelyne. Then, once she is
found, I will teleport all of us to her." Psylocke, White Queen and Nate Grey then walked up to
Jean, and they held hands. Focusing their telepathic energies on Phoenix, Goblin Queen was found,
summoning demons on the Blue Side of the Moon. Then, focusing her gateway powers on everyone,
Phoenix teleported everyone to Madelyne.
"Phoenix!" Goblin Queen said, seeing everyone. "How nice of you to come with your friends!"
"Cut the crap, Madelyne!" Iceman screamed. "We're here to take you out!"
"Oh really. Well, first you are going to have to take out my babies. Demons, destroy!" With that, hordes of demons flew and ran towards everyone, attacking them.
"Nate!" Phoenix said, flying into the air.
"Yeah?" he said, burning a demon then flying towards Jean.
"We must destroy Madelyne. Follow me!" Then they both flew towards Madelyne, who was still summoning demons. Using her gateway powers combined with her telekinesis, Phoenix destroyed the portal.
"Hello, Jean, Nate," she said. "What can I do for you?"
"Die, maybe," Nate said.
"Oh really? Well, you will have to defeat both the powers of Goblin Queen and Black Queen first."
"What do you mean?"
"I killed Selene, and then took her powers, making me one of the strongest telepaths in the universe."
"I don't think so, Madelyne," Phoenix said. She flew into the air and absorbed the abundant cosmic energies. Then, she converted the air around Madelyne into solid gold, casing her in a bubble. "Nate, we must get into her mind and destroy it."
"I don't think that will work. Madelyne has great mental powers now, and I don't think that even our combined telepathic powers could get in and destroy it. Besides, if we want to destroy her, I have to send her back to the astral plane."
"Then sit and meditate. I'll make sure that Goblin Queen doesn't interrupt you."
"Like this?" she said.
"Oh come on, Phoenix. You know that I, too can convert the elemental structure of everything. Now, I'll pay you back for what you did to me, Jean." Goblin Queen fired a great blast of energy towards Phoenix, who wasn't prepared.
"Do you really think that you can destroy me, Madelyne? Because if you do, you are in for a real surprise." Using her mental powers, Jean fired a blast of kinetic energy towards Madelyne, who easily evaded it by making a shield of mental energy.
"Don't worry, Jean," Nate said. "You aren't the only one with strong mental powers." Like Jean did, Nate used his mental powers to shoot a blast of kinetic energy towards the unprepared Goblin Queen.
"Oof!" Madelyne said falling back. Helping Phoenix to her feet, Nate shot another blast of kinetic energy towards Madelyne.
"Thanks, Nate," Phoenix said. "Now to get you again, Goblin Queen."
"No you don't!" Madelyne screamed. Using the magic powers she absorbed from Selene, Goblin Queen summoned a great tornado to suck up Phoenix and Nate. But, using her powers, Phoenix stopped the tornado from spinning, and it died down. "Well, maybe Selene's magic didn't work, but the telekinetic powers of Selene and Goblin Queen will!" Using her great telekinetic powers, Madelyne shot a big blast of psychokinetic energy towards an unprepared Phoenix, making her fall off the cliff she was standing on.
"PHOENIX!" Nate screamed, watching his mother fall down the cliff, into the battlefield below.
"JEAN!" Cyclops screamed, seeing his wife fall down the cliff. Before he could get to her, someone caught her!
"I got you, Jean," Angel said.
"What?" she said, dazed. When Warren put her down, she glowed and changed back to her X-Men costume. "Oh, my head."
"Jean!" Cyclops said. He ran up to her and helped her against the cliff. "Are you all right?"
"I don't know. That blast of energy Madelyne shot me with disrupted my ability to be Phoenix. Now, if she gets into my head in this weakened state, I could become Dark Phoenix!"
"What a great idea!" Goblin Queen said, flying down. Her head glowed, and she shot a blast of telepathic energy into Jean's head.
"NOOOOOOO!" Jean screamed, frightened. Her body glowed, and she flew upwards. The fire bird appeared around her, and suddenly Jean turned into Dark Phoenix!
"YES!" Madelyne screamed in success.
"Now, all of you will die!" Dark Phoenix said. She fired a big blast of fire towards Goblin Queen, making her fall down.
"Jean!" Cyclops and Angel said in unison.
"Scott Summers and Warren Worthington III, how nice of you do witness the universe's destruction."
"Jean, snap out of it!" Scott said.
"Jean Grey no longer exists. Because of Madelyne Pryor, there is only Dark Phoenix."
I've gotta snap Jean outta this! Nate thought. But how? Moira McTaggert said herself
that my powers can be compared to the Phoenix, but only compared. Wait! Because Dark Phoenix is
in a weakened state, maybe my telepathy can make her Jean Grey again. Nate's left eye then
began to glow with firey-yellow energy. Focusing his telepathy on her, Nate got into Dark
Phoenix's mind, making her body fall down.
"Jean Grey! Phoenix!" Nate said inside Dark Phoenix's mind. "Where are you?"
"Over here, Nate!" a woman screamed. Nate flew to her, and saw Jean Grey, in her X-Men costume, tied up in chains.
"Don't worry, Jean, I'll get you out in a minute."
"You may not have that long," someone said.
"DARK PHOENIX!" Nate and Jean said.
"Let my mother go!" Nate demanded. "Let her go or by God, I swear I'll kill you!"
"You? Kill me? I don't think so. This is my mind, and in here I rule."
"This is my mind!" Jean screamed, free from the chains. "Leave here at once!"
"No, Jean Grey. I have taken over your body, and now I will take over your soul, like what Malice did to Polaris years ago. Now, die!" Dark Phoenix shot a blast of fire towards Jean and Nate, but they easily evaded it.
"Jean!" a woman said.
"Betsy?" Jean said, puzzled. "Psylocke, what are you doing here?"
"I saw you down, and I decided to see what was going on."
"All that is going on is your deaths!" Dark Phoenix said.
"Not when there are four very strong telepaths," another woman said. "Hello, Black Queen."
"Emma Frost!" Dark Phoenix said. "I haven't seen you in a while. How is Mastermind?"
"Dead, like you'll be once Nate, Betsy, Jean and I are through."
"No, Emma. I will destroy all of you very easily, by absorbing your telepathic energies."
"You won't do a thing!" another woman said.
"MADELYNE!" Jean said.
"Make that five telepaths, Emma Frost."
Nate, Betsy, Emma, Madelyne! Jean said to the other telepaths telepathically. Focus your telepathic energies on Dark Phoenix! Following orders, the five telepaths focused their powers onto Dark Phoenix. A great blast of energy was shot and Dark Phoenix, disrupting her powers and destroying her. Then, Psylocke, Nate Grey, White Queen and Goblin Queen left Jean's mind.
Back on the Blue Side of the Moon, the X-Men, X-Force, X-Factor, Excalibur, Fantastic Four, Avengers and Generation X destroyed every last demon, and only a few people were injured, but Scarlet Witch's sorcery healed everyone. Getting up, Jean and Madelyne were about to fight each other.
"No, Madelyne," Psylocke said. Focusing her telepathy into a psychic knife, she slashed Goblin Queen, making her faint. "Jean, you must use the powers of the Phoenix to destroy Madelyne."
"All right, Betsy," she said. Jean flew into the air, and the fire bird appeared, changing her once again into Phoenix. "Nate, use your astral powers to destroy Madelyne Pryor once I destroy the Goblin Queen."
"Sure, mom," he said. Phoenix took off one of her golden gloves, and placed her
hand on Goblin Queen's face. Using her ability to absorb the powers of
others, combined with her telepathy, Phoenix destroyed the dark portion of her soul, the part of
her soul that was controled by the demon N'Astrish. With the death of Goblin Queen, Nate sat
down and started to meditate. His ability to travel the astral plane allowed him to wrench
Madelyne Pryor back to the astral plane. Then, Nate Grey and Phoenix returned to the moon, and
Phoenix sent everyone back to where they belonged. She knew that the Avengers and the Fantstic
Four had no memories of their past lives, but others would help them remember.
At the Falls Edge compound in D.C., Havok had a talk with Forge.
"Forge," Alex said, "I'll return to X-Factor if you give me full control of what goes on. I have had enough of being bossed around by others."
"Sure, Alex. Welcome home."
At the Freedoms Four Plaza in New York City, Beast built a device that would reach into the back of someone's mind and pull out every memory. Using this, the Fantastic Four and the Avengers remembered everything that happened, from their birth to Onslaught.
At the X-Mansion in New York, Jean had a talk with the Phoenix Force.
"Jean Grey," it said, "You did well in destroying Madelyne Pryor. Do you want to keep my powers?"
"Only if you can make it so that I never ever turn into Dark Phoenix. I'm not always going to have Psylocke, Nate and White Queen around me."
"I'll try, Jean." Then, the fire bird disappeared and Jean remained Phoenix, the strongest woman
in the universe.