Kid Omega's latest scheme to set up his own mutant school goes horribly awry when mysterious aliens called The Remaining kidnap his "students", demanding a rare Phoenix Egg - source of the awesome Phoenix Force - in exchange for their lives. Wildly out of his depth, Kid Omega turns to Cyclops for help. He gets a ride with space pirates the Starjammers, and someone more responsible: Cyclops' brother Alex "Havok" Summers. Their mission: rescue the students, recover the Egg, save the day. But it won't be easy. Galaxy-hopping sleuthing, heists, and action lead the X-Men to clues that reveal a monstrous plot using the Phoenix Egg to ultimately conquer the universe.