Phoenix is locked into a battle on the Astral plane against the captured Shockwave Rider and Cable brings the rest of the team in to help her out. As Phoenix bests the Shockwave Rider they learn he is not their only enemy as the Lost Souls join the battle. The Lost Souls prove to be the equal of the X-Men and are close to winning the battle until the X-Men figure out the secret of the Lost Souls: they use the their enemy's darkest moments to defeat them. The X-Men eventually turn everything around on the Lost Souls and make off the Astral Plane. With an uneasy truce struck with the Shockwave Riders, the X-Men try to enjoy the rest of their time off but Gambit is called away on a personal favor and needs the help of his X-Men companions.