Astonishing X-Men (3rd series) #40

Issue Date: 
September 2011
Story Title: 
Meanwhile part 2

Christos Gage (writer), Juan Babillo (pencils), Marcelo Sosa (inks), Chris Sotomayer (colors), VC’s Joe Caramagna (letters), Salvador Larocca and Frank D’Armata (cover art), Daniel Ketchum (associate editor), Nick Lower (editor), Axel Alonso (editor in chief), Joe Quesada (chief creative officer), Dan Buckley (publisher), Alan Fine (executive producer)

Brief Description: 

Abigail Brand has been infected with a Brood larva. However, due to her half-alien physiology, she is able to withstand the transformation longer than a normal human. Unfortunately, her fellow S.W.O.R.D. agents aren’t so lucky and the X-Men are forced to kill them before they can do any damage. Abigail manages to persuade the X-Men that killing the Brood is a bad idea, so Beast comes up with an idea which means they won’t have to exterminate the Brood race. He and the X-Men get themselves caught by the Brood and impregnated with larva before escaping. Hank hopes to extract the larva back on the Peak and teach the young Brood human traits such as compassion, teamwork and how to coexist. Abigail says there’s no need. She informs him about a young Broodling elsewhere on the ship. Maybe it could do the work for them. The team heads off and finds the young Broodling out of its stasis pod. Unfortunately, their escape is slowed down when the Broodqueen and her soldiers appear. He queen informs Kitty that they are stronger and more fertile than the Brood they are used to. The X-Men begin to transform and Kitty finds herself all alone. She is thrown out of the airlock by Colossus on the Broodqueen’s command but is saved by Lockheed, who has returned to save the day, despite earlier saying that he wouldn’t.

Full Summary: 

(escape shuttle attached to Pandora’s Box, S.W.O.R.D. research satellite)

Abigail Brand and her fellow S.W.O.R.D. agents have been infected by the Brood. The X-Men are there to help, but first they have to deal with the problem in hand. Ororo wastes no time. She first apologizes for failing them and then zaps each of the agents with lightning, killing them instantly. Shadowcat realizes that Storm has the right idea and tells Lockheed that it’s scorched Earth time. Lockheed unleashes his fiery breath, killing more.

Abigail, however, has other plans. She points her gun at Beast’s temple and Hank informs his friends that she hasn’t fully changed yet. Colossus reminds him that he has a gun pointed at his head, but Abigail informs them that she’s only doing that so they’ll listen. She explains that her half-alien physiology lets her fight off the change, for a little while anyway. It’s not easy, she adds, and she’s not suggesting they turn her back on her, but they have to believe her when she says, “You can’t kill any more of the Brood.”

Piotr replies that they have no choice. They tried to save them but it was too late. It’s not too late for her. Kitty tells her that they’ll lift off and blow Pandora’s Box to atoms. They can get her back to the Peak and find a cure for her. Abigail asks them to listen. She is in touch with the Brood hive-mind and now knows what they know. She explains that their homeworld was destroyed but the whole picture is bigger than that. The Brood, awful as they are, served as natural predators for even worse species. Now, the interstellar ecosystem is out of whack. These other species are now breeding out of control and they’ll present a greater threat than the Brood ever did. She asks Hank to think, not as the Beast, an Avenger or an X-Man but as a scientist. Hank believes that, weirdly, she may be right. They have to save the Brood.

Kitty can’t believe this. This is the Brood they’re talking about. They don’t just kill to survive. They actually enjoy it. They sit and laugh while their kids eat people alive from the inside. Piotr agrees. Seldom has he encountered such irredeemable evil. He says they should let them die out and find alternative means to deal with the other species. Ororo tells Hank that few understand the intricacies of the natural order as she does, yet if they repopulate the Brood, every being they kill will be their responsibility.
Hank thinks not. He might have a solution - one that preserves the interstellar ecosystem without imperiling sentient beings. It will also keep them from committing genocide. But, he adds, it’s highly risky and depends on them all playing their parts precisely. He informs Abigail that, due to her compromised status, she can’t join in. Abigail understands. The chick with the evil baby in her brain doesn’t need to know. She allows them to talk privately.

(minutes later)

Hank has explained his grand plan. Colossus reckons it sounds mad but he has never failed them. He agrees to the idea. Ororo tells him they all do. Lockheed, however, pipes up and Kitty translates for him. She explains that Lockheed says the Brood are evil and, not only should they let them die, they should spit on their graves. He says that if the X-Men insist on doing this then he can’t be a part of it. He also won’t come to save them when they have baby Broodlings eating their livers. He’s leaving and he wants Kitty to go with him. She turns to her pet Dragon and tells him that she can’t. She knows it’s dangerous, but Hank and Abigail Brand are right. They have to try at least. And… she’s not leaving her friends. Lockheed replies that’s all she does before leaving her to join the others. Kitty sighs. “Bye again Dragon.”

Hank tries to say something to her, but she asks him not to mention it. She just asks him to make this something besides the suicide mission it sounds like. Piotr reverts to human form and places a comforting hand on her shoulder, telling her that they’ll get through this. As he speaks, he is knocked unconscious from behind and Kitty turns to see a giant Broodqueen standing there. She screams Piotr’s name and says this wasn’t part of the plan. The Broodqueen calls them stupid. Why return to a place where only death awaits? Perhaps, she adds, that by removing their means to escape, they seek to kill them while salvaging the station. Or perhaps… it doesn’t matter.

Hank looks up and sees the second Broodqueen. He wonders how this has happened. “Necessity,” she replies. They require young, so soldiers develop into Queens. Hank realizes that he’s boxed in and requires backup. He is then stabbed with one of the Broodqueen’s tendrils which injects him with their venom and then the X-Men find that they are surrounded. Abigail then storms in and informs Ororo that the Brood need them as incubators. However, they can’t hurt them too badly so they’ve got the upper hand. She struggles as she speaks, explaining that her head feels like it’s got needles stuck in it.

The Broodqueen grins and tells the ‘wicked child’ she is being punished. She says that like the others, Abigail is disobedient before the host is consumed. Ororo summons the wind, but the Broodqueen grabs her and smashes her into the ground, telling that if this were a real atmosphere then she might defeat them all. She may be Queen material.

With Hank and Ororo now captive and Abigail struggling against her infection, Kitty stands almost defenseless over the unconscious body of Colossus. The Broodqueen tells the others to take the captives to the stasis chamber before they shrug off the venom. When their young control their minds, they will use them to lure other humans with ships. In the meantime, she asks someone to transmit a message to their headquarters to inform them that they have hostages.

One of them asks about Kitty. The Broodqueen grabs her and replies that she will implant her with one of her young. Kitty replies defiantly that she the joke’s on her. Her body is intangible. She can’t be hurt. The Broodqueen says that in that case, she will expel her into space to drift alone for all eternity. She feels she is harmless. “Harmless…” replies Kitty. “Harmless little girl without a gun... Harmless little girl… trained to kill by Wolverine.” She flips around and kicks the Broodqueen in the face before asking Abigail if she’s still one of the good guys. “If I ever was,” she replies, adding that she’ll rouse the others.

Hank tells her that there’s no need. He kicks into life and pulls away from his captor. He informs her that their venom is unpleasant but tolerable. Any stronger and it would threaten their larva. The Broodqueen quickly orders her fellow Brood to retreat. They have already won and there is nothing to be gained in battle. All they need do is prevent their escape. In due time, their children will speak to them and their minds will be theirs.

As they depart, Abigail tells Hank that she’s right. So, why doesn’t he tell her why his master plan calls for allowing themselves to be infected with Brood eggs. “It was that obvious?” replies Hank. She replies that she can tell when he’s throwing a fight. Hank explains that the idea is for them to escape to the Peak and use the machine they sent back in the shuttle to remove the Brood larvae from them. Abigail figured as much. What she doesn’t get is how that changes anything. The Brood young will still end up as evil as the rest. “Hank reckons that won’t necessarily be the case. Once they’re extracted, he believes he can use the technology based on their Cerbera device to cut off their brains from the existing Brood hive-mind. That opens the way for more suitable role models.

He informs her that the Hulk has an ally - a Brood creature who is not like its peers. It understands friendship and honor. That Brood creature they fought was right. They’re doing what all beings faced with extinction do: evolving. They grow stronger, soldiers develop into Queens able to lay eggs, but there other types of evolution as well such as compassion. The ability to cooperate with other beings. To care about them making it possible to coexist.

He continues to say that before he turned on them, their former colleague Bishop told him that in his future there is a benign race of Brood in the universe. If they make this compassionate Brood creature the new template for a Brood hive-mind, they could create that race. Abigail scratches her head but admits that his idea isn’t completely insane. She points out one thing, however. They do not need to find this friend of the Hulk’s because there is a Brood creature with compassion right there on the station.

Having the Brood caterpillar inside her is a two-way street. She knows the things they do and, every now and then, a Brood creature exhibits kindness. They kill it, like the ancient Spartans putting down weak babies. Abigail relates how this Brood was born in one of their labs. Their scientists were curious to study it. When the other Brood escaped, some of them wanted to kill it, but the Broodqueen reasoned that in the face of extinction, all Brood were valuable. So, they left it in its stasis tube, unable to bring themselves to murder it but too disgusted to let it out. In Brood terms, she adds, it’s young, a teenager and a mutant of its species. If they free it and take it back with them, they could teach it caring and teamwork, leather pants and all the other cherished X-Men values. Ororo adds that it could pass those values on to every new Brood creature born.

Piotr points out that this might happen if they can rescue it and get it back to the Peak before the Brood larvae turn them into monsters. Hank doesn’t believe this should be an issue. Experience tells them that it takes the better part of a day for the Brood larva to take control of the host. They should have plenty of time. What will be difficult is fighting past the Brood to get out of there, but, one thing at a time. He asks Abigail if she can lead them to the Broodling.


Abigail leads the team through the station. Ororo sees the young Brood up ahead. Kitty reminds them that, before they do something they regret, this is a Brood creature.

It is compassionate by the standards of a Brood creature. What she means is that it might say thank you before chowing down on your spleen. Colossus asks her not to worry. They are a match for a single youth. They continue their path, and Kitty remarks that even without a solid nose the smell makes her want to hurl. She warns them to get ready. The Brood usually go for the throat.

They discover the stasis capsule broken and the young Brood standing there. It asks if they’ve come to kill it, but Storm assures it that they’ve come to set it free and give it a home. Beast contacts the Peak and requests an extraction ship, providing them with the nearest airlock to their location. His contact replies that the ship will be a drone, unmanned. They can’t lose any more men if his plan goes south. Hank understands and asks them to have medical crews standing by for larva extraction. As soon as she’s finished speaking, they look up to see a horde of Brood creatures in the shadows.

“I see you’ve met our wayward youth,” one says. Hank asks everyone to take it easy. They knew they would try and prevent them from leaving. Kitty says they can kill them, right? Now that they’re all playing surrogate mom? Hank replies that they can do, but only as a last resort. They’re still endangered. Kitty laughs and asks the Broodqueen if she can hear that. They still need an excuse to kill them. “So come on, give us one.” The Broodqueen replies that there is no ‘us.’ There is only her. Surprisingly, Beast, Colossus and Storm begin to change quickly. Even Abigail’s transformation rapidly increases. Kitty looks around, frightened, wondering what’s happening to them.

The Broodqueen explains that they are stronger and more fertile. Their young mature much faster. Hank and the others take on Brood attributes in the same manner that Abigail did and then turn on Kitty. Piotr grabs her by the throat and the Broodqueen asks him to dispose of her out of the airlock. He does as she asks and hurls her into open space. Kitty calls out as she floats away. “I can’t lose you. Not again…” As the Broodqueen asks for the airlock to be closed, a wall of flame engulfs the bay. Lockheed then appears, grabs Kitty and brings her back inside. She is quite pleased to see him. Lockeed tells her that he’s not going to say it, but then changes his mind. “All right, I’m going to say it. I told you so.”

The young hatchling smashes one of the other Brood over the head with the door to its stasis pod and tells the Broodqueen that she left him in the dark and the cold. They let it out. It isn’t one of them. “Very well tainted one,” replies the Broodqueen, “Then you can die with them.”

Characters Involved: 

Beast, Colossus, Shadowcat, Storm (all X-Men)


Agent Abigail Brand

S.W.O.R.D. agents

Broodqueen and Brood warriors

Young Broodling

(in flashback)


Elloie Kaifi, Korg and No Name (all Warbound)

Brood warriors

Young Broodling

Story Notes: 

Part one of this story appeared in Astonishing X-Men #38.

Lockheed wanting to spit on the Brood’s graves is only a loose translation. It’s probably much worse than that.

Hulk’s Brood friend is “No name,” who first appeared in Incredible Hulk (3rd series) #92.

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