The story is the penultimate arc of Grant Morrison's run as writer on the X-Men, and features the return of Magneto and the death of Jean Grey again.

Coming off the heels of the "Assault on Weapon Plus" storyline, Jean Grey, Beast, and Emma Frost leave the X-Mansion while Xorn forces the newest member of the "Special Class", Dust, to attack Professor X and destroy Cerebra.

Confronting Xavier, Xorn imprisons Dust in a jar to keep her from helping the professor, and then removes his mask, to reveal that he is Magneto in disguise.

Magneto, enjoying the lack of progress Xavier has made in improving mutantkind's lot since his "death" (partly due to his manipulations), has begun to teach his militant anti-human philosophy to the Special Class while indulging in the mutant-power enhancing drug Kick, supplied to him by his helper, Esme of the Stepford Cuckoos.

Her seeming death allows her to be connect with the Phoenix Force, though in full control over her powers this time, and escape with Logan back to Earth.

Meanwhile, Cyclops and Fantomex organize a resistance group with help from the remaining Stepford Cuckoos, and are joined by Beak, who rejects Magneto when the latter, in part due to his drug addiction and loss of sanity, starts killing humans by the hundreds.

With her dying breath, Jean begs Cyclops to move on with his life and not waste his remaining days mourning her, as she tells Scott, "All I ever do is die on you..." The final pages of the issue cut to 150 years into the future, where a "Phoenix Egg" is found on the Moon by an astronaut, offering a segue into the final arc of Morrison's X-Men run, the future based "Here Comes Tomorrow".

During an interview, Morrison said "Here's how to explain what happened – XORN was NEVER REAL, he was a DISGUISE for MAGNETO who went MAD ON DRUGS and DIED...but we know he always COMES BACK, somehow, so expect a dramatic return sooner or later, True Believers!