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An emissary of the alien race the Shi’ar, Erik the Red takes over the Eagle One space station. Compelled by mysterious visions, Professor Xavier sends the X-Men (minus Rogue who is out on a mission) to take the places of the astronaut crew which leads to a confrontation with Erik and his mind controlled Astronauts. While entering the Earth’s Atmosphere on a space shuttle, Jean Grey gets possessed by the Phoenix Force.