D'Ken gains the crystal that gives him full power over the galaxy, and Phoenix - Jean Grey - may be the only person standing in his way.
Tropes:
- And Then What?: With the object of his revenge finally gone, Corsair reflects on how he'll have to find a new purpose in life.
- Big Damn Heroes: Phoenix reveals she's survived just before D'Ken can kill Lilandra. She then takes everyone to the safety of Lilandra's cruiser.
- The Big Damn Kiss: Cyclops and Jean just before the latter attempts to repair the crystal.
- Big "NO!": D'Ken, as he's sealed away.
- Bittersweet Ending: The M'kraan Crystal is repaired, thus saving the universe, but it has to be taken into the Sun by Phoenix.
- Book Ends: As in Part 1, Jean can save everyone else by risking her own life.
- But Now I Must Go: Lilandra leaves Earth to assume her duties as Shi'ar Empress.
- The Cameo: As various disasters rage across the world, we see Sunfire, Mjnari, Spider-Man (well, his hand and shadow), War Machine, and Alpha Flight helping civilians. Spidey also counts as an Early-Bird Cameo, since his animated series would air a few months later.
- Darkest Hour: As the M'kraan Crystal starts absorbing sunlight, Xavier summarizes how it will progressively get worse for Earth, the entire galaxy, and possibly beyond. He says their only hope now is the X-Men.
- Evil Laugh: Arguably half of D'Ken's dialogue in the M'kraan Crystal.
- Foreshadowing: Xavier talks to Cyclops about how the mythical phoenix would rise from the ashes, suggesting Jean will return.
- Heartbroken Badass: Cyclops and Wolverine, as Phoenix heads for the Sun.
- I Choose to Stay: Lilandra invites Xavier to leave with her, but he stays in order to continue working towards his dream.
- Last Kiss: Subverted just as the Starjammer is about to get sucked into the M'kraan Crystal. Gambit reasons this could be their last ride, so he and Rogue lean in for a kiss. However, the ship gets absorbed just before they can and crashes soon afterwards, with everyone aboard surviving the experience.Gambit: [on top of Rogue] If this is death, it's not so bad, no?
Rogue: [coughs] Speak for yourself, Cajun! - Lawyer-Friendly Cameo: Spider-Man's hand and shadow are briefly seen (the producers weren't allowed to show or reference him directly).
- Incoming Ham: "'What of D'Ken?' HE LIVES!"
- Manly Tears: Beast and then Gambit over Jean/Phoenix entering the Sun.
- "Not So Different" Remark: Cyclops reflects on how he lost Jean and Corsair lost his own wife.
- Oh, Crap!: Gladiator over D'Ken being impervious to their attacks.
- The Power of Friendship / The Power of Love: Thinking of the X-Men and their distinct qualities (such as Wolverine's courage and Cyclops's love) gives Phoenix the will to repair the crystal.
- Single Tear: Rogue tears up as Jean explains what'll have to be done with the crystal.
- This Is Gonna Suck: Xavier is happy the world is safe, but he immediately suspects it has come at a high price.
- Villainous Breakdown: D'Ken over Phoenix repairing the M'kraan Crystal and sealing him inside it.
- You Fool!: D'Ken over the X-Men, Starjammers, and Imperial Guard continuing to fight him inside the crystal.
