Ocean's Place

Prolog

Story - Mark Waid
Artist - Adam Kubert
Artist - Dan Green
Lettering - Richard Starkings
Colorist - Steve Buccellato
Editor in Chief - Bob Harras
Story - Scott Lobdell
Artist - Art Thibert
Colorist - Team Bucce
Artist - Pascual Ferry

Summary

The X-Men gather in Professor X's office, where he announces his intention to take a more activist line in "tending the flock", abandoning his pacifist dream. Phoenix alone realises that Professor X is now Onslaught, and tries to probe his mind. In response, Onslaught reveals himself and freezes the team in place. He has things to do before he leaves the mansion, but he hopes the X-Men will see sense and join him.

Gambit manages to free the team using his energy-charging powers, and Phoenix theorises that he was assisted by Xavier's own resistance to the Onslaught personality. While Onslaught briefly visits Franklin Richards to try and cement their relationship, the X-Men consider the apparent similarity of Onslaught's powers to Nate Grey's ability to manipulate the astral plane into the corporeal world. They also note that he appears to include a substantial element of Magneto, and conclude that he must have been created when Xavier wiped Magneto's mind months ago.

Onslaught attacks and defeats the X-Men again. With his teammates unconscious, the Dark Beast defects to Onslaught. Onslaught reveals that he knew the Dark Beast's true identity all along, and concealed it from the other telepaths. Onslaught accepts the Dark Beast's offer of help only when he realises that he needs another source of psionic power - Professor X is still resisting him. Meanwhile, all the disturbances caused to the astral plane by Onslaught start to take their toll upon Nate Grey, convincing the Avengers to take his allegations that Professor X is Onslaught more seriously.

Onslaught starts to examine Phoenix in the hopes of finding a way of tapping her link to the Phoenix force. She sescapes and sees the defected Beast. Then she rushes to the communications suite, and makes the call for help that Bishop once saw recorded in his own future timeline. Onslaught appears and attacks her, but the other X-Men have also escaped and join her in her battle against Onslaught. Bishop intercepts a psionic energy blast that would otherwise have killed the X-Men, and he thereby changes history, saving the X-Men from the death that claimed them in his timeline. Though the X-Men are unconscious, Onslaught and the Dark Beast depart without killing them. Elsewhere, two government workers consider whether the Sentinels they tend will ever be used.