Denied the use of the Shi'Ar Empire's stargates by Vulcan, the X-Men stop at a small Shi'Ar outpost to resupply for their journey into Shi'Ar space. Using Rachel's mental powers, they have little trouble convincing the inhabitants of the outpost to offer them supplies and fuel. But when Alex and Lorna discover the signs of a massacre on the station, it's revealed that very little here is what it appears to be.