Written by: Steven Levi
Continuing from Part 1, Professor Xavier has heard nothing from the X-Men he sent to try and retrieve Jean Grey/Phoenix from the Inner Circle. An attempt to contact them psychically is blocked by White Queen Emma Frost, and trying to use Cerebro has Emma using a special signal blocker with her own psychic powers to stop that as well.
When Emma rejoins Sebastian Shaw and the other members of the Inner Circle, it is revealed that Cyclops, Gambit, Beast, Rogue, and Storm, have been shackled and their powers restrained by the same collars that Storm and Gambit wore back on Genosha. Soon after, the doors open as Jason Wyngarde and Jean enter; Jean looks very different: her long, red hair is contained in a bun atop her head; she wears a small, spiked choker on her neck; and the rest of her body is hidden by a dark cape fastened by a red rose. It is only when Shaw formally introduces her as the Inner Circle's new Black Queen that Jean spreads the cape open to reveal the inside of the cape is deep burgundy, and her clothing consists of a black corset, along with matching black gloves and heeled boots (for censor reasons, the part of her legs that would be exposed in the outfit are recolored the same blue as her cape to make the boots and corset look like a single piece of clothing).
Meanwhile, in the sewer, two of the Inner Circle's guards are looking for Wolverine to make sure he's dead after being forced down there by Leland's mutant powers over gravity, only to find the X-Man still very much alive, and very angry. Wolverine soon makes his way up to the kitchen, grabbing some food before making his way back to where his fellow X-Men are being held hostage.
Back with the Inner Circle, they toast to Jean, only for Emma and Wyngarde to notice that Cyclops is attempting to reach Jean through their psychic bond and move to intercept him. Cyclops finds himself in a mental sword fight with Wyngarde, before the fiendish Mastermind is able to vanish before Cyclops can deliver the ending blow. At that point, Jean appears in her Black Queen garb, explaining to Cyclops about how the Phoenix has helped her experience emotions she's never felt before, and when Cyclops tries to reason with her, she literally and figuratively turns her back on him and gives him the cold shoulder. When he continues to plead with her, she turns to face him, laughing evilly and taunting him, before Mastermind reappears next to her, and strikes Cyclops down while his guard was lowered. Cyclops screams in anguish as he collapses in reality and falls unconscious, but when checked to see if he's dead, his bond with Jean has made it so he's still alive.
Shortly after that, Wolverine barges into the room with several guards still clinging to him, but is quickly subdued by Jean/Phoenix, at which point, Mastermind calls for a vote to oust Shaw as leader, much to Shaw's shock. However, Leland, Pierce, and Emma all have grudges against Shaw for earlier insults he made towards them, and cast their votes against him, much to his anger. Meanwhile, Jean/Phoenix moves to finish off Wolverine, but as she's about to, Jean's love for Logan is able to allow her to reassert control from the Phoenix Force and halt the Phoenix's murderous intent, giving her a moment to see if Wolverine is okay and wonder what she almost did to him. However, Mastermind then orders her to attack Shaw, but the Phoenix, angered by Jean stopping it from killing Wolverine, turns on the Inner Circle. Before it can attack them, Cyclops comes to and calls out to Jean weakly. Jean hears him, but the Phoenix decides to let the Inner Circle and X-Men fight it out, shutting down the collars preventing the X-Men from using their powers, before spreading her fiery wings and taking off through the ceiling to the roof.
While Mastermind and Cyclops sneak away to pursue Jean/Phoenix, the other X-Men fight it out with Shaw, Leland, Pierce, and Emma, resulting in Leland being taken out when trying to use his powers to protect himself, Pierce's cybernetic arm getting shorted out by Storm's lightning, and a blizzard Storm conjured inside the building sending Emma running for her life with the other innocent civilians in the building as the police arrive to investigate, nearly hitting Emma as she flees. Shaw and Pierce manage to escape through a secret passageway, with Pierce losing his cybernetic arm in the process to Rogue, and Shaw vows to Pierce as they retreat that the Inner Circle will rise again.
On the roof, Mastermind finds Jean, and tries to lure her back into his illusion; by this point, the Phoenix is in full control of Jean's body and easily subdues Mastermind before revealing, to his horror, that his actions have only allowed the Phoenix Force to see the darker side of human emotions; it hungers and thirsts for more. She then shatters his illusion disguise of Jason Wyngarde before rendering him catatonic with visions of what the future holds for the universe, which is too much for his mind to endure.
Cyclops arrives shortly thereafter, but when he calls out to Jean, the Phoenix tells him that Jean Grey is no more, declaring that she is fire made flesh, and transforms her appearance from that of the Black Queen to the dark red and gold uniform of the Dark Phoenix. Cyclops cries out Jean's name in horror, but his cries are drowned out by the Dark Phoenix's screeching cry.
This episode contains examples of:
- Adapted Out: A sequence of Jean under Wyngarde's thrall acting like the X-Men are part of her illusion.
- Adaptational Jerkass: In The Dark Phoenix Saga, the X-Men are freed because Jean comes back to her senses. Here, Dark Phoenix is still in control, and only frees the X-Men simply because she's gotten bored of both sides and tells them to do as they like.
- Adaptational Modesty: Jean's Black Queen costume has blue leggings under the boots making it slightly less revealing than the comic version.
- Adaptational Personality Change: In DPS, Jean as the Black Queen becomes super-flirty thanks to Mastermind's messing with her head. Nothing like that happens here, Phoenix only barely being interested in Wyngarde.
- An Arm and a Leg: Rogue ends up ripping off Pierce's cybernetic arm. She even quotes the trope name as a joke.
- Badass Boast: "The mortal Jean Grey is no more. I am fire made flesh, power incarnate! I am the Dark Phoenix!"
- Badass in Distress: Most of the X-Men are chained up and de-powered in the Inner Circle's headquarters, and Xavier's efforts to contact them blocked.
- Brought Down to Normal: Most of the X-Men are forced to wear collars from Genosha.
- Call-Back:
- The X-Men are captured with the same power-controlling collars produced in Genosha.
- When Phoenix zaps Logan, she has a flashback to talking to an injured Logan during "Captive Hearts".
- Curb-Stomp Battle: The X-Men against the Inner Circle. Only Shaw puts up a decent fight.
- Evil Is Not a Toy: Wyngarde is certain that he can keep Jean/Phoenix under control. He learns the hard way that no one can control such a powerful being.
- Foreshadowing: Cyclops survives his psychic image being destroyed, and it's stated that he only did so because of the remaining bond between him and Jean Grey. This suggests Jean is resisting the brainwashing to some degree.
- Go Mad from the Revelation: "Would you like to see me as I truly am?"
- Gone Horribly Right: Wyngarde wanted to introduce Jean/The Phoenix to evil. Well, let's just say that worked a little too well.
- Ignored Expert: Despite being the group's telepath, Emma is brushed off by Wyngarde when she warns that they can't control the Phoenix indefinitely.
- It's Personal: During the big fight, Wolverine goes after Leland for dunking him in the sewer.
- Little "No": Jean after seeing what the Phoenix did to Wolverine.
- Mass "Oh, Crap!": The general reaction to Wyngarde losing control over Jean.
- My God, What Have I Done?: When she regains control briefly, Jean is horrified over what the Phoenix did to Cyclops and Wolverine.
- Never Found the Body: Defied. While the Inner Circle thinks Wolverine was killed, Shaw sent mooks down into the sewers to search for the body.
- Not Quite Dead: Cyclops survives the destruction of his psychic image. Emma realizes it's because he's still connected to Jean.
- Nothing Personal: Leland and Emma vote against Shaw due to the insults he directed at them. Pierce, however, simply votes against Shaw due to Jean/Phoenix's power and how Wyngarde controls her.
- Race Against the Clock: From the villain side of things. Emma doubts they can keep Xavier out forever.
- Shout-Out: Wolverine references Dirty Harry when facing a Hellfire Club mook.Wolverine: I know what you're thinking, punk. Question is, "Can I get Wolverine before he turns me into shish kebab with those claws?" Well bub, seeing as how these claws are adamantium, the strongest metal known, and can slice through venadium steel like a hot knife through butter, buddy, you gotta ask yourself, "Do I feel lucky?"
- Taught by Experience: After Shaw got a recharge from his blast in the last part, Cyclops makes sure to blast the floor underneath him instead.
- This Cannot Be!: The reaction to Cyclops surviving the destruction of his psychic image. Later, it’s Wyngarde’s reaction when Emma tells him that he lost his hold over Jean/Phoenix.
- This Is Gonna Suck: "Wyngarde, you've lost your hold over her."
- Villain: Exit, Stage Left: Emma is shown fleeing the building as the police arrive. Shaw also departs via secret passage and encounters Pierce along the way.
- You Fool!: "Leland, you unmitigated fool! You swore to me that Wolverine had drowned!"
