Gambit and Jubilee can not believe their eyes as they watch Xavier order the torture of Deathbird but its all that Gambit can stand as he tries to play hero but Xavier and Gladiator are too much for them. But during the struggle, Deathbird and Lil Cheney escape. Feeling the effects of the fight, Lilandra and the X-Men investigate as Wolverine makes a grim discovery and then kills Xavier, making the X-Men fugitives of the Shi'Ar Empire. Lil comes back to rescue the X-Men and take them to safety. Jubilee learns that Chamberlain is behind the entire plot as he has created clones of Xavier in order to take control of the Empire.