The X-Men and Ghost Rider are walking through the catacombs beneath New Orleans, The tunnels are filled with Brood gunk, and Logan’s senses tell him that they are getting closer to the Brood Queen. Gambit is eager to avenge Bella Donna’s death, while Cyclops reminds them that saving the Guilds‘ children in their main objective. They enter a huge chamber filled with bones and gravestones and hear a cry for help. Cyclops calls for Logan and Ghost Rider to flank him and tells the rest to keep a tight formation, so that nobody can surprise them. In a corridor they find dozens of kids stuck in organic material. The X-Men cut them loose, while Cyclops watches for a possible attack. Ghost Rider marches off and Gambit asks where he is headed. Ghost Rider informs him that the path of vengeance leads to the Brood Queen, and thinking of his deceased wife, Gambit follows him. Logan notices what they are up to and tells Cyclops that he will accompany them, while the others should get the children to safety.
While the three men walk through the tunnels, Gambit asks where Ghost Rider’s bike is and he says that he can summon it when he needs to. Wolverine asks if he is alright, he knows how it hard is to succesfully fight of being implanted with a Brood egg, but Ghost Riders wonders only how the encounter has affected his human host.
Dan Ketch is falling, around him are shards of mirrors, showing reflections of the X-Men and the Brood. Seeing an Image of Ghost Rider he recalls how he was taken over by a Brood implant until Psylocke and Bella Donna entered his mind and severed the link. Now it’s all gone and only Ghost Rider remains. Dan remembers that he is supposed to be dead and walks towards the light at the end of the blackness once more. Yet Ghost Rider feels him and calls out to him that there is still hope and they might find a way to save him.
Outside New Orleans, the Quentin Carnival is moving north. John Blaze owner of the carnival watches on his bike, as one of the cars stops next to him. Inside is Calar, apparently a claivoyant. She informs Blaze of a vision she had. The friend they spoke about earlier on is in need of him and can be found in the french quarter of New Orleans. John Blaze departs immediately.
Logan alerts the others that they are about to get company, and pops his claws. Ghost Rider flinches his chain, and Gambit pulls his cards. Yet the Brood don’t attack but keep their distance. The tension is making them nervous, and finally the Brood-transformed Assasin shows up. He knows Gambit from the past and tells him that it was him who killed the members of the Thieves Clan, despite the Brood Queen’s orders who wanted them as Brood Hatchlings. Yet now the Asssasin will make up by giving the Brood Queen Gambit, Wolverine and the Ghost Rider instead. Then the Assasin and an army of Brood attack.
Elsewhere in the catacombs, the other X-Men too have run into some Brood. Jubilee stays behind to protect the rescued Children, while the others fight. Beast observes Ghost Riders bike driving past them deeper into the complex.
Meanwhile Gambit, Ghost Rider and Wolverine have killed all their opponents, save the Assasin. Logan wants to use his claws on him as he runs away, but Gambit tells wolverine to let him escape as they have bigger problems now. The Brood Queen has arrived, angry that they killed her children. She leaps over them, saying that as revenge she will first kill the Guilds children, before coming back to deal with the three heroes. Gambit, Wolverine and Ghost Rider go after her, hoping that Cyclops and the X-Men can hold her off long enough for them to arrive.
Psylocke, Rogue, Beast and Cyclops stand triumphant over the bodies of Brood they defeated, they all are very exhausted, as the Brood Queen comes to kill the children. The X-men prepare to fight her, as suddenly a chain swings around the Queen’s neck. It’s the Ghost Rider, now again riding his bike and he pulls the Brood Queen by his chain through the catacombs back to the surface. The Queen laughs at him, how could he hope to fight her alone and she tries to seduce him into recieving another egg implant, he has already tasted the power before. Slowly the implanting spike approaches the Ghost Rider, but he grabs it and rams it into the Brood Queen’s head. He then starts to rip off the Brood’s skin and by the time the X-Men come out of the catacombs only her bare skeleton remains.
Right then the Brood Queen rises and attacks the Ghost Rider once more, but gets knocked over again. John Blaze arrives, stating that he might have missed something interesting. Ghost Rider wants to fill him in on the situation of his human host, but the Brood Queen again comes around. Ghost Rider swings the chain around her neck once more and calls John Blaze to shoot his Hellfire gun. Finally the head is severed from the body. Loan cuts out the eye and throws the head up into the air for Gambit to explode it with one of his cards. Cyclops deals with the remains of the body and for once agrees with Wolverine’s methods.
A little bit later, the X-Men part ways with the Ghost Rider. Gambit thanks him for avenging Bella Donna’s death and tells him one day he will repay his debt to him. As Blaze and the Ghost Rider ride off on their bikes they start to talk about Dan Ketch. Cyclops comments that the Guild feud has ended in a tragic way, but Gambit states that it isn’t over until the traitor to both Clans is found. On a nearby roof stands the half transformed Assasin, who swears revenge on Gambit, the X-Men and the Ghost Rider.