Written by: Larry Par
Continuing from Part 2, Cyclops stares in horror at what is now the Dark Phoenix. As he continues to try and call out to Jean, the other X-Men arrive to help. For a moment, Jean reappears as she calls out to Scott, but the Phoenix Force retakes control, and despite their best efforts, the X-Men are easily overpowered by the cosmic entity, before it chooses to spare them and take its leave. The X-Men figure Jean must have had something to do with them not being reduced to ashes by the Dark Phoenix's power.
While they return to the X-Mansion to figure out how to help Jean with Professor Xavier, in deep space, a Shi'ar battleship is patrolling the D'Bari star system when they spot the Dark Phoenix as she plunges into the system's star, and realize she is feeding on the star's energy to recover her own strength. When the Dark Phoenix exits the star, it goes supernova and wipes out the star system. Realizing the threat the Dark Phoenix now poses, the battleship tries to attack her, only for the Dark Phoenix to shear off one of its wings, but sparing the ship and crew at large, once more through Jean's intervention from having the Phoenix Force commit genocide. Knowing this situation is grim, the commanding officer of the ship contacts the Shi'ar homeworld to notify Empress Lilandra of the danger.
Back on Earth, the X-Men soon are ready to bait their trap to capture Jean and try and subdue the Dark Phoenix. Jean soon arrives home at her childhood house, the effects of when the Phoenix Force fed on the D'Bari star having regressed Jean's mind to that of a child, and when she sees what she believes to be her father's car pulling into the driveway, it is revealed to have been Cyclops as a decoy, allowing Beast a chance to slip a headband onto Jean, in the hopes it would help subdue the Dark Phoenix, but the effort fails. Dark Phoenix reasserts control, destroys the headband, and overpowers the X-Men again, before turning her attention to Professor X. This time, she makes certain Jean can't interfere again from stopping the Dark Phoenix from committing murder, but after destroying the Professor's hoverchair, as she moves in for the kill, Xavier forces the fight into the astral plane of Jean's mind, where the two psychics are able to team up and overpower the Phoenix Force, sealing her away, which results in Jean regaining control of her body, and her uniform changing from the dark red and gold of the Dark Phoenix back to the green and gold of the Phoenix.
However, the X-Men's success at getting Jean back in control of her body and shutting up the Phoenix Force for the time being is short-lived, as Lilandra appears with her Imperial Guard, in full battle armor, with a proclamation from the Shi'ar High Council: The being known as both Jean Grey and the Phoenix, must die...
This episode provides examples of
- Be Careful What You Wish For:Dark Phoenix: [to Xavier] You once told Jean Grey that the greatest joy a teacher had is to be surpassed by his own pupil. Enjoy!
- Big "NO!": Dark Phoenix, as she's sealed away. Twice.
- The Cameo: A few characters appear as Dark Phoenix leaves Earth: Doctor Strange, Thor, and Uatu.
- Catch a Falling Star: Rogue has to catch every X-Man that has been defeated by the Dark Phoenix.Rogue: What is this? "Catch the X-Men" Day?
- Curb-Stomp Battle: The X-Men can do little more than irritate the Dark Phoenix.
- A Darker Me/Superpowered Evil Side: The Dark Phoenix regards Jean Grey is little more than a vessel for its powers and is addicted to the range of her emotions - specifically the negative ones; Before, the Phoenix was drawn to Jean's empathy and regarded her as special enough to host it.
- Evil-Detecting Dog: Jean's old cat, Prometheus, hisses at her because it can sense what's inside her.
- Fighting from the Inside: Jean at times takes back control from the Dark Phoenix, but it's never for long. Xavier steps in, and with Jean's help momentarily contains the Dark Phoenix.
- From Bad to Worse: Just when the X-Men think that they've finally resolved the Dark Phoenix situation, the Shi'ar arrive just outside the Grey household and announce their intent to destroy Jean/Phoenix.
- "I Know You're in There Somewhere" Fight: The X-Men keep trying to reach Jean, but it only briefly interrupts the Dark Phoenix's actions. Xavier is able to make it work during the mental battle.
- Irony: One of Jean's old toys being a cyclops.
- Manchild: Jean for a short while, after she returns to Earth - specifically the Grey household, after destroying the D'Bari star system. It's heavily implied both the Phoenix's overwhelming dominance, and the experience of the Dark Phoenix consuming a star made her regress emotionally and mentally to a preteen.
- O.O.C. Is Serious Business: Professor X knows that the Shi'ar didn't arrive for a mere housecall, as Lilandra didn't even try to telepathically alert him of their arrival. Which means something is very wrong.
- Sealed Inside a Person-Shaped Can: Since in this version, Phoenix is explicitly a separate being from Jean from the get-go. Xavier manages to do this to the Dark Phoenix with Jean's help, but he worries it won't last.
- Shoot the Dog: Xavier is actually prepared to do this, but Cyclops and later Wolverine hesitate. Then there's the Shi'ar...
- Spared by the Adaptation: In the comics, the star system the Dark Phoenix destroyed was heavily populated, and she easily destroyed the Shi'ar ship that attacked her. Here, the star system is explicitly uninhabited, and the Shi'ar ship is only damaged and no casualties are mentioned.
- This Cannot Be!: Dark Phoenix almost word-for-word, as Xavier binds her.
- Underestimating Badassery: Part of the reason the Dark Phoenix loses the mental battle is because she thought Xavier's abilities were beneath her. He instead manages to fight her off and get through to Jean.
- What Is This Thing You Call "Love"?:Cyclops: I love her.
Dark Phoenix: Love? I do not understand. Your answer is unacceptable!