Jean is still in the clutches of the Inner Circle, where Emma and The Cuckoos work to open the mental barriers that Xavier had placed in Jean's mind to hold back the Phoenix. But the process is interrupted by Jean's psychic connection to Scott who is in trouble. That's because the unconscious X-Men remain in their crashed jet outside the Sentinel launch facility while the MRD closes in on them. Emma insists on going to help Scott, creating a rift between her and the Inner Circle, which is widened when she learns that the Inner Circle does not plan to destroy the Phoenix, but instead to harness it.

Cast: Tamara Bernier, Steve Blum, Liza Del Mundo, Jennifer Hale, Kate Higgins, Mark Hildreth, Tom Kane, Graham McTavish, Nolan North, Kevin Michael Richardson, April Stewart, Tara Strong, Fred Tatasciore, Kari Wahlgren, Jim Ward