Prologue:

Six months ago, the X-Men faced the Shi'ar Imperial Guard in a duel of honor on Earth's Moon.

Their comrade, the beautiful psychic Jean Grey, had been sentenced to death by the Shi'ar after the cosmic entity known as The Phoenix Force took her as a host and destroyed the peaceful planet of D'Bari. Against all odds, the X-Men triumphed and managed to win Jean's freedom in a trial by combat. After the battle, the Phoenix seemingly left Jean.

Even as the X-Men celebrated their victory and went on to fight another day, all was not well in the Shi'ar Empire's halls of power. After Lilandra, the Empress of the Shi'ar, agreed to let Jean go free, murmurs of discontent arose among her followers in the military. Some were convinced that the threat of the Phoenix was not yet over, and that drastic measures had to be taken to ensure that it would never return.

One of the strongest voices of opposition came from the most unlikely of men: General Kall'dr Senn, one of the most decorated war heroes in the Shi'ar Fleet.


Chapter 1: The Aerie Blade

For a moment, a silence hung over the bridge. General Kall'dr Senn, shining in his silver armor, loomed above his officers like a solemn emperor. In the ship's holds below, rows of armed Shi'ar marines stood in formation, awaiting their orders without a sound.

Senn exhaled softly, allowing himself a brief sign of apprehension before the battle. A month had been spent planning this. If he had doubts, he kept them to himself. The time for regrets had long since passed.

An ensign sat a level below, his hands hovering over the Aerie Blade's navigational controls. To his right, Lieutenant Las'karr manned the weapons. He turned to the general, looking for a sign. Senn nodded.

"May Sharra and K'ythri forgive us," the Lieutenant breathed.

Senn's voice was firm.

"We made our decision, Lieutenant. Now we live with it. Ensign, you have the coordinates. Make the jump."

All around them, the stars streaked about until they became a blinding tunnel of light. The decks trembled below them, and the engines roared like some angry beast.

It had begun.


Out of the black distance, the fighters had come. From the flagship, Lilandra could see them all. Their ion engines hurled them through the endless vacuum, screaming in silent fury as lasers streaked between the stars, lighting up the bridge in shades of fiery red and venomous green. Through the battle, a lone Shi'ar battleship watched them all, holding back and waiting.

"Get our second wave moving!" a commander screamed. A klaxon began to wail in steady pulse as marines swarmed through the halls. Lilandra's clenched fist trembled.

"Damage report!" Lilandra barked.

The commander looked up at her, his face lined with intense focus.

"My Empress…the flagship is moving in. They shelled our fighter bay before we could mobilize. Our fighters are outnumbered three to one. They move like…like I've never seen. We're going to be overrun. We need the marines to prepare for a boarding."

She inhaled, keeping her onyx eyes riveted on the battle ahead of her.

"Empress!" an ensign cried. "Our computers have identified the enemy flagship. It's…it's the Aerie Blade, Empress!"

The commander gasped. Every man in the Shi'ar fleet, from raw cadet to grizzled captain, knew that ship. Its soldiers had crossed the swirling storms at the gas giant of R'yll, battled Brood warriors in the deepest caverns of Sy'lax, stood at their commander's back as he stared down the Skrull Empress and her legions. Kall'dr Senn's men were bound by blood, and carried their scars like badges. To the Shi'ar's enemies, they were a legend and a nightmare.

A crackling report came in over the radio—it was Scy'ar 6, in the East corridor.

"…in the docking bay…boarded…they're everywhere…too many…"

A burst of static drowned out the marine's voice. It came in again, screaming urgently.

"…get her out! The Empress…safety…get her..."

The sound of lasers echoed down the corridor as the message went dead.


Kall'dr Senn's rifle rested in his scarred hands, growing hotter with every shot. He focused through the sound of echoing screams, keeping a steady pace with his attending soldiers as they marched through the ship's corridors.

"General, the bridge is at the end of the hall," a soldier up ahead reported. "Chancellor Araki has sent us the Empress' formal surrender."

The general nodded gravely, aware of what he had to do. With soldiers to either side of him, he strode into the bridge.

Even in defeat, Lilandra stood firm. He saw no fear in her eyes, only steel courage. To the men around her, she might have been a mother. She could hear her soldiers dying in the halls, he knew. She would march armorless into the heart of the nearest star if it would save the rest of them. When the time for surrender came, she would accept it with grace. Until then, she would fight without mercy or fear.

Lilandra's eyes narrowed as she took in Senn and his soldiers. Her voice was acid.

"Senn. A lifetime of service to your people, and you end it with treason. You will face a firing squad for this! When a soldier of the Imperium forsakes his honor, his life is forfeit!"

Senn stepped closer to her, his scarred eye just inches away from hers.

"My Empress…if I die today, I will never forget the blood that I spilled in your name. No man will hear me curse the Imperium. I am a soldier, bound in blood pact to Chandilar's children. My service will end only in death."

His gravelly voice grew low, almost to a whisper.

"But…you will not speak to me of honor."

Lilandra's venomous gaze never left him.

"Speak your piece, traitor." the Empress spat.

Senn's soldiers seized Lilandra by the arms and forced her to the ground, binding her hands with metal cuffs. Senn paced across the bridge as if he had forgotten his prisoner.

"In this Empire's name, I stood against foes hailing from more worlds than I know. My ship took me to the far edges of this galaxy, and I faced down abominations too foul for words. I faced them down so that the Shi'ar could sleep soundly. While you and your aristocrats sat in your jeweled palaces and waged your petty power struggles, I held dying comrades in my arms and sailed farther into the cosmos with each day, never knowing if I would see my home again. I vowed that I would meet any threat that menaced the Empire…but what of you? When you faced the greatest threat the cosmos has ever known, what did you do?"

Lilandra shrank back. "You speak of the Phoenix Force!"

Senn brought his unblinking eyes back around, staring down his captive.

"The Phoenix Force…and so, we begin to understand each other, my Empress."

"You don't understand! I brought my Imperial Guard to Earth to confront the Phoenix! After I watched the destruction at D'Bari, what other choice did I have? But killing the Phoenix was no simple execution…it was…"

"Do not presume to lecture me on recent history, my Empress! My brothers in the royal fleet have told me all that I need to know. I know about Jean Grey, the Phoenix's human host. I know about the monsters that fought to defend her…those infernal Terrans called X-Men. Most importantly, I know that when the moment came, you let Jean Grey live!"

"Senn, to order Grey's execution would have violated the most sacred principles that our Imperium stands upon! Her master, the great Charles Xavier, invoked the Arin'nn Hae'llar. In the duel of honor, the X-Men fought my Imperial guard to a standstill, and honorably won the right to preserve her life! Once the Arin'nn Hae'llar is invoked, no Shi'ar may forsake their word—I gave my word that Jean Grey would not be harmed, and by all that I hold sacred, I shall stand by it!"

Senn stepped in closer. He stared his Empress down with eyes that had seen comrades frozen and lifeless in the vacuum of space, seen enemy ships rent asunder by waves of energy. Lilandra willed herself not to look away.

"You will stand by your word…even when it means the loss of innocent lives?"

For a moment, Lilandra's gaze went downward. Senn was silent.

"My Empress…" he said. "I served you with pride, and your brother D'Ken before you. I took a vow to defend this Empire, even if it meant giving my life. That sacrifice was one that I never feared. But this…the decision to raise arms against you is the hardest that I have ever had to make. But if this is the price that I must pay to rid the galaxy of the Phoenix, so be it. Rest assured, Empress, this first act of treason shall be my last."

Lilandra looked up at him in confusion.

"I have relayed orders to my brothers in the fleet. If my men fall in their mission to bring down the Phoenix, you are to be freed immediately. If, with the blessing of the gods, we succeed in our mission, you are to be freed. Whether by death or by retirement, this will be my last mission. Once we've done what we must, my fate will be yours to decide."

Senn turned to walk away, as his men pulled Lilandra to her feet.

"For what it's worth, Empress, I'm…I'm sorry it had to happen this way. Serving you has been the greatest honor of my life."

He strode out of the bridge as his soldiers dragged Lilandra to the brig.


Lieutenant Las'Karr came to him on the bridge.

"Report, Lieutenant." Senn barked.

"The prisoner is secure, sir. We've commandeered her ship and set course for an armed star-base commanded by our followers. She will be held there until the mission is over."

Senn turned his scarred eye to meet Las'Karr head on.

"That prisoner is your Empress, Lieutenant. No matter what orders you take from me, you will speak of her with respect. Is that clear?"

"Yes, sir."

Senn turned back to the bridge's controls.

"My command has gone down, Lieutenant. Are my orders clear?"

"Yes, sir. Our comm. officer has sent a message to the royal council on Chandilar. They know that the Empress is our hostage. We've issued the necessary threats. If they move against our fleet, we've told them that Lilandra will be killed."

"Let us hope that it does not come to that, Lieutenant."

"Yes, sir."

"And the rest of our fleet? Are they ready?"

"They're armed and ready, sir. Stationed in the Andus nebula and awaiting your orders. As you commanded."

Senn gave a nod of approval.

"You and your comrades have outdone yourselves, Lieutenant. Everything has gone according to plan. Now, the true perils of the mission come."

Senn tapped the comm. panel in front of him, and his voice filled the halls of the ship.

"This is General Senn. Order the fleet into formation. It's time to plot a course for Earth."