The Phoenix Force and the X-Men have a very long and complicated history together, to the point that many major mutants in the Marvel Universe have been possessed by it at some point or another. One of the few X-Men that has never been possessed by it is Kitty Pryde, although she once managed to convince the Shi'ar that she was the resurrected Phoenix by mixing her powers with Nightcrawler and alien technology.

Debuting in X-Men #101 by Chris Claremont and Dave Cockrum, the Phoenix Force is one of the oldest and most powerful cosmic entities in the Marvel Universe. It is an immortal, indestructible force that supposedly predates darkness and is the fire from which all living things were born. After defeating a group of sentinels in space, the X-Men made a hurried return to Earth when they were caught in the middle of a solar storm. Jean Grey, who had been piloting the ship, was doused with the solar radiation and the ship crash-landed in Jamaica Bay. While the X-Men searched for her in the water, Jean Grey emerged from the Bay with a bright green and gold suit calling herself "Phoenix." Jean’s transformation kicked off the classic “Phoenix Saga” storyline. Since then, the Phoenix Force has been a consistent part of the X-Men’s lives, both for good and bad.

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The Phoenix Force soaring

When Jean Grey was possessed by the Phoenix Force, it elevated her powers to nigh-omnipotent levels that threatened every living thing in the universe. Because of this intense power, it is widely feared by most races across the universe. One of these races is the Shi’ar, who once worshiped the Phoenix Force as its god Phal’kon. The Shi’ar, which were first introduced in X-Men #97 (also by Claremont and Cockrum), are a technologically advanced alien race who conquered every planet in their galaxy before establishing the Shi’ar Empire. Millennia before Jean Grey was possessed by the Phoenix Force, it possessed the Shi’ar’s strongest warrior Rook’shir. He eventually became the Dark Phoenix and wreaked havoc across the empire. The Shi'ar created the first Imperial Guard to kill him and once he was brought down, they feared its return so much that they culled all of Rook'shir's descendants for 500 years.

This explains why the Shi’ar cowered in fear when the Phoenix seemingly returned in Uncanny X-Men #157 (again by Claremont and Cockrum). The X-Men and the Starjammers had been left stranded in space, while the Shi’ar were fooled into thinking their Empress had been killed. The corrupt Shi’ar leader Samedar was working in conjunction with Deathbird and the Brood to capture the X-Men and turn them into hosts for Brood larvae. When Professor X, who was on the same ship as the Shi’ar empress, attempted to contact the rest of the Shi’ar empire, he found a parasite inside him that made him fall into a coma.

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Phoenix UNcanny X-Men Kitty Pryde

Onboard the Shi’ar flagship, Kitty Pryde and Nightcrawler saw that the aliens were preparing to fire on Earth. Nightcrawler filled the ship’s bridge with smoke by teleporting into it, while Kitty phased through the floor disguised as the Dark Phoenix. Using the Phoenix disguise, Kitty convinced the Shi’ar telepath Oracle to read their minds and see that the Imperial Guard were betraying the Shi’ar Empire. Oracle summoned Gladiator and together they took on the Imperial Guard.

Sadly, the team was not able to defeat the Guard and Samedar gave the order to fire their weapons. Luckily, the Starjammer blocks the path of the shot just in the nick of time, saving Earth. The fact that the sudden appearance of the Phoenix caused the Shi'ar to go along with Kitty and Nightcrawler's rushed plan shows how much they fear the cosmic entity. Considering how convincing her performance as the Phoenix was, the moment should also be a testament to Kitty Pryde's acting skills.

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