On the Brood colonized world Madrizar, a recently captured Acanti is infected with the Brood slaver virus. Suddenly, the Brood all turn at a bright light in the sky. It is the last thing they see. Binary unleashes her full fury upon the world, and devastates the Brood utterly. She frees the Acanti from its shackles, but it telepathically informs her that it is already infected, and there is no way to reverse the virus. There is only one way for it to be free, and Binary grants its request. Carol leaves the planet and runs into… Storm.

Carol is confused by Storm’s appearance out in the middle of space. On the one hand, Storm cannot survive in vacuum. On the other, she was also implanted with a Brood embryo[1] and should be dead. Storm reveals that she purged the embryo from herself in an act that basically did kill her, and that this was an astral form. She takes Carol back to her body. On entering Storm’s Acanti-body/host through its mouth, they re-unite with the X-Men.

The X-Men tease Carol about the explosive decompression she caused leaving the Z’Reee Shar[2], but the joking is too much for Kitty, who finds it incongruous with their unavoidable death/transformations into Brood queens. Lilandra and Wolverine favor a vengeance mission back to the Brood homeworld, to kill the Queen and as many others as they can. However, Storm offers them another way.

She explains that when the Brood first came to their universe, they discovered the Acanti, large but gentle creatures that made easy prey and excellent starships for them. In their early raids they captured the Acanti prophet-singer, who shepherds the souls of the Acanti and without whom the Acanti are a doomed race. His corpse is the skeleton on which Sleazeworld’s city is built. Now a new prophet-singer has been born (Storm’s host), but the Acanti racial soul needs to be freed from the body of the old prophet-singer. If they released this soul, the newly born prophet-singer could come into his full power, and lead his people to safety. The soul is located at the base of the Prophet-singer’s skull, in the territory, Wolverine knows from his previous experience on Sleazeworld, is occupied by creatures even the Brood fear.

Cyclops proposes Binary and Storm distract the Brood while the others teleport down from the Z’Reee Shar (i.e. from within the Acanti) and make for the soul. Wolverine objects, reasoning the only ones he can trust not to turn into brood mid-battle are himself and Carol. Cyclops challenges Wolverine on this – “kill us now” he demands, and Wolverine has a brief tormented inner monologue…then he pops his claws. Kitty runs between the two of them, and Wolverine backs down.

The next “day”, Storm/Acanti does a flyby of the skeleton and the X-Men head to the transporter room and beam down to the surface. The Brood take the bait, and the Queen demands the Acanti’s capture. Suddenly, a Brood telepathically contacts the Queen, informing her of the X-Men’s plan (and let us know that one of the X-Men has begun his transformation and is playing double agent). The Queen refuses her daughter’s request to kill them, and assembles a hunting force to capture them.

Planet-side, Wolverine leads the X-Men towards the soul by following its ‘scent’. Top-side, the Brood think they have the Acanti when suddenly Binary zooms in, springing the ambush and devastating the Brood fleet. Down below, the X-Men are fighting their way through a mixed group of monsters. Kitty gets grabbed by something, and phases through a wall to avoid it. Cyclops and Wolverine verbally spar – and Wolverine finds both the verbal sparring and Scott’s berserker battle attitude out of character.

Kitty finds herself in the middle of a large nest, a nest with a pile of Brood skeletons nearby! Fortunately, no parent seems to be nearby. Mildly disturbed, she carefully makes her way out of the nest, unaware that she is seen and followed.

In space, numbers finally begin to take their toll, and Carol is overwhelmed and neutralized. Storm is about to flee to save the nascent Prophet-Singer, but then suddenly the Starjammer drops out of hyperspace!

Below, Wolverine – disliking Scott’s recent attitude – maneuvers to get a scent, and what he smells displeases him. Lunging at Scott, he pulls the visor off to reveal Scott has begun his transformation into a Brood queen. He blasts Wolverine and Colossus, and then the Queen springs her warriors upon them, stunning Lilandra and Nightcrawler. The X-Men all unconscious, the Brood Queen makes them her prisoners.

Kitty has been on the run from Brood patrols since shortly after she left the nest, and finally, her endurance is spent. The Brood capture her, when suddenly a soft “ahem” is distinctly heard, and then the corridor fills with flame! Kitty, vaguely shocked by her rescue, is further surprised to find her rescuer is a pint-sized dragon. One last Brood interrupts their meeting with a blaster shot, narrowly missing but opening a hole to a brilliantly glowing chamber. Mesmerized, both the Brood and Kitty are compelled to walk into the chamber!

The Brood hunting party is making its way back to the royal crèche when the Brood/Cyclops loses control of its optic blasts, knocking the Queen for a loop, and Scott gains control briefly. Wolverine takes advantage of the confusion to maneuver himself into taking a hit, freeing himself from his shackles. As the young Queen re-asserts itself over Cyclops, Wolverine knocks it out. Then, taking advantage of the Queen being momentarily unconscious threatens the other Brood with her death if they don’t drop their weapons and release the X-Men – they comply.

Shortly, the X-Men find a crystalline chamber, and Kitty walks out to greet them. She tells them a Brood that came in with her was turned to crystal in the chamber – judged by the Acanti’s soul and found wanting. The X-Men resolve to enter, and the Queen insists on accompanying them. Suddenly the X-Men notice the Queen is corrupting the chamber – as are they. (At least, those still hosting queen embryos.) Wolverine commands a withdrawal, but the Queen takes advantage of the distraction to stab him. He cuts off her stingers while they are in his back, and collapses before picking himself up again. The other X-Men begin their transformation into Brood, and Wolverine pops his claws and moves toward Kitty! Suddenly, Carol swoops in and prevents him from finishing her. Wolverine tells Carol to forget him and save the Acanti. The Queen tells them that even if they killed her and all the other X-Men, another Queen embryo exist – and that it imperils Earth. Carol ignores the Queen and the X-Men and instead somehow uses her solar affinity to distill the soul-essence from the chamber and return it to the Acanti young prophet-singer. The passing of the soul kills the embryos – restoring the X-Men to health, and turns the Brood Queen to crystal!

The X-Men are teleported out by the Starjammer just moments before Sleazeworld explodes from the stress of Carol’s actions. Kitty wonders what became of the dragon.

Epilogue: Storm is restored to health, the X-Men are wounded but recovering. The Acanti are free. However, Wolverine points out that the Queen claimed there was an embryo which imperiled Earth – and that could only be Charles Xavier.