|Cover:||Greg Land, Justin Ponsor|
|Letters:||Joe Caramagna, Vc Joe Caramagna|
|Characters:||Cecilia Reyes, Colossus, Cyclops, Dazzler, Gambit, Hope Summers, Illyana Rasputin (Magik), Juggernaut, Karma, Kitty Pryde, Magik (Illyana Rasputin), Mercury, Namor, Pixie, Psylocke, Rockslide, Rogue, X-Men|
|Notes:||Emma wakes up and decides to smother Hope.|
Possessed by "fear," Emma lies on the hospitable bed next to Hope and wakes up from a fearful dream that says Scott will never love her like the way he loved Jean. The dream tells her that Jean always comes back and that Hope is just like her, so Emma takes a pillow and walks slowly to Hope in order to smother her... Meanwhile, the X-Men are not faring well with the Fear-possessed Juggernaut, so Cyclops gets Illyana to help so she can enter Cytorrak's realm, but Colossus becomes possessed by it.