The Brood Queen, still in the guise of Rogue, finishes her speech to the watching crowd. Hawkeye climbs down from his balcony and prepares to attack Rogue. The other heroes notice and attack Hawkeye. Hawkeye traps the Brood Queen and tries to escape. He easily dodges the attacks of most heroes. He also defeats Gambit and Thor. Gambit has still enough breath left to keep fighting. He throws a charged-up card in the hope to defeat Hawkeye. Hawkeye doesn’t think so, and fires one of his arrows. The card and the arrow hit each other at the same time, and the impact results in an explosion.
Meanwhile in the Acanti, Iron Man, Psylocke, Rosetta and Lockdown separate themselves from the other heroes, who defend themselves against attacking Brood predators.
They leave in Lockdown’s car. Soon, they find an opening that leads inside the Brood Queen’s ship. Iron Man and co. go through and plan to disable the ship.
The heroes help their “Queen” get herself free. The Brood Queen grows impatient and absorbs all her contestants’ powers. Now, she is impossibly powerful! However, the Queen has forgotten about Gambit, who climbs down with the defeated Hawkeye. The Brood Queen doesn’t care and attacks him, but he jumps into safety.
Gambit defends himself, but doesn’t have to stand alone: more heroes arrive to help him. Deadpool introduces his team, consisting of the Thing, Wolverine, Domino and the Black Widow and they are ready to defeat the Queen once and for all!
Meanwhile, Iron Man and the rest get attacked by Badoon Shock Troopers. The heroes decide to split-up: Lockdown and Psylocke will keep the Troopers occupied, while Iron Man and Rosetta dismantle the ship. They go for it. As they move, Rosetta doesn’t feel comfortable with leaving Lockdown, but she doesn’t let her feelings stand in the way of their mission. She scans human lifeforms behind a locked door. Iron Man kicks it open and they find the imprisoned Shadowcat and Warbird. They set the two mutants free and Kitty has a plan to win this fight. Warbird is furious and wants the Brood Queen to pay for what she has done to her.
Deeper inside the ship, the Badoon technicians realize that the heroes have found a way to dismantle their nanites. Brother Royal hates that he was ignored when he tried to tell the Brood Queen about it.
Shadowcat and Rosetta phase through the Badoon computers, and Iron Man and Warbird defeat the Badoon themselves. Brother Royal realizes that they cannot win and orders his troops to retreat. Kitty tells the heroes to let them go. They’ll have to revert the transmit device on the ship so that they can teleport everyone back to Earth.
The Brood Queen finds out about Kitty’s plan, and shows an astral image of herself. She’s upset and releases a powerful psychic wave, in the hope of shutting the heroes’ brains off.
Deadpool’s team continues to battle the Brood Queen, who doesn’t seem to get damaged by any of the heroes’ powers. The Brood Queen fights back, and is confident that she’ll win, seeing that she has the powers of the most powerful heroes at her command.
Kitty and Rosetta succeed in their plan, and install the ship’s transmat device.
Inside the Acanti, all the heroes are one-by-one teleported back to Earth.
Iron Man and the other heroes continue to fight the Brood Queen. The Brood Queen tries to kill the attacking Lockdown. But Lockdown stands up and knocks the Queen temporary down using a psychic knife! The heroes don’t get it. Psylocke removes her mask, and says that she merely switched costumes with Lockdown to fool the Brood Queen.
The Brood Queen quickly recovers and decides to escape. The heroes want to follow her, but they are all teleported back to Earth. The Brood Queen flies to the upper-deck where Kitty and Warbird are.
Carol is still angry at the Queen for the torture. Warbird finds it ironic, that she now can fight her two greatest enemies in one body: Rogue and the Brood Queen. Carol pushes the Queen against a wall, but she fights back. The Brood Queen believes that Warbird will never kill her, because of Rogue’s body. Carol doesn’t care about that, and tells the Queen that sacrificing Rogue will mean nothing to her. The Brood Queen panics and escapes from Rogue’s body. Kitty and the others want to follow the Queen, but get teleported back to Earth. And just in time as well, because the second they leave, the Brood Queen’s ship explodes.
The heroes land back on Earth and congratulate each other at their victory. Rogue recovers from the hard punches Carol gave her. Carol apologizes, and says that she’ll never like Rogue for stealing her former powers and memories, but maybe it can be forgiven one day. Lockdown arrives, and Rosetta tells her newfound friends good-bye. She hopes that when next they’ll meet, it will be under better circumstances. The heroes wonder what became of the Brood Queen, whether she survived or not. Kitty is confident that the Queen has; her kind never dies.
Brother Royal feels lucky that he and his troops could escaped, and finds their lost not so bad. Suddenly, the Brood Queen arrives on Royal’s ship and wants revenge. She grabs Royal, and kills him and his entire crew.