The horrific murder of actress Sharon Tate and several of her friends on August 9 shocked the world. The message, “MAGNETO WAS RIGHT,” sprawled on the walls in Tate’s blood convinced most people that this was a terrorist attack by the Mutant Brotherhood. With the recent rupture between the Xavier Institute and X-Factor, it fell to Bobby Drake to track down those responsible. The X-Men tracked down the murderer, who admitted that he was part of the “family” of someone who called himself Alpha, the Ultimate Mutant. The “family” turned out to be a bizarre cult who believed that a war was coming between mutants and ordinary humans, as foretold by the Book of Revelations and the music of the Beatles. Its leader, “the Ultimate Mutant,” turned out to not be a mutant at all, but merely an insane man named Charles Manson, with a face tattoo of the outline of Magneto’s helmet.
The younger X-Men — Kitty Pryde, Clarice Ferguson, and Lorna Dane — asked Bobby if they could go to the Aquarian Exposition going on the next week in Bethel, NY to celebrate. Bobby, feeling the weight of responsibility for the team and not wanting to disappoint, reluctantly agreed.
Meanwhile, Jean Grey was increasingly concerned about the Shadow King. She realized that with half a million young people converging on Bethel, NY with the express intent of opening up their consciousness through music and psychoactive drugs, the music festival was exactly the place where the Shadow King could emerge into the world.
When Charles Xavier realized that Jean was heading to Woodstock, he realized immediately that she was heading towards a confrontation with the Shadow King that she wasn’t prepared for. He took advantage of Bobby and the young X-Men’s presence at the festival by sending them to stop Jean and Scott from reaching the festival.
Wanda Maximoff had reached the same conclusion about the threat the Shadow King posed as Jean, so she and Kurt Wagner were on their way, leading to a stand-off between the X-Men outside Bethel. When Jean seemed implacable, Professor X took control of Lorna to use her powers to drive Jean back, but Wanda cut off Charles’s influence, allowing them to end the conflict.
The X-Men put aside their differences to face the looming threat before them. On Saturday, when the rain began to pour, the crowd’s attempt to push it away by opening their minds and chanting “No rain!” gave the Shadow King his final opening, turning the storm clouds into a menacing skull and lashing out at the crowd with bolts of lightning from his mouth. As he began to take control of the panicking crowd, the X-Men struggled in vain to stop the Shadow King. When he chose Lorna as his mouth-piece, Jean was able to take the X-Men into her mind to face the Shadow King in his own realm.
There, each X-Man faced their own, unique nightmare. Jean realized that she was not ready for this, that none of them were ready to face an enemy like this. It focused on her, intent on snuffing out the Phoenix. She felt its flames in the back of her mind, banging against the wards the Professor had placed to imprison it. In her desperation, she loosed it.
The X-Men were blasted out of the psychic realm, the crowd of festival-goers was freed from the Shadow King’s domination, and Jean Grey was killed as the burning power of the Phoenix escaped from her body, contending with the Shadow King. The two psychic entities appeared above the festival, struggling against one another for a few moments before they both disappeared.