NYPD officer Stacy Dolan tries to help her partner, Sokolowski, off the ground, but the injured man lay limp and lifeless. Moments earlier, Ghost Rider saved them both from being assimilated into the Brood, but the battle was not won without a cost. Stacy pleads with Ghost Rider to help her get Ski of the alley, but he refuses, as there may be more Brood lurking in the shadows. He asks Gambit for a sit-rep. “No sign of any but the dead ones,” the X-Man says. “And it don’t look to me like any of them will be causin’ us any trouble.” He doesn’t notice one of the Brood open its eyes.
Before the Brood situation gets out of hand, Gambit advises they depart and find the Brood Queen. Ghost Rider asks how. “Same way I found you,” Gambit replies, gesturing to the shadowed silhouette of Wolverine standing in the alley. “We follow his nose.”
The possum-playing Brood, lying behind Gambit, suddenly whips its tail into the air. Wolverine lunges at the creature before it has a chance to strike. As he slashes and severs its tentacles, he reminds Gambit to rely on his own senses in situations like this. However, Wolverine enjoys the opportunity to kill one of the sleazoids himself. Ghost Rider joins him and chokes the Brood warrior with his chain while Wolverine disembowels it with his bone claws.
While they kill the Brood warrior, Wolverine and Ghost Rider catch up. Heard from the kid? Wolverine asks. No, Lucy’s path seems to lead away from us, Ghost Rider responds. Probably for the best. I hear Castle’s gone crazy again, says Wolverine. Ghost Rider confirms this, adding they fought recently as enemies. Too bad Nick Fury couldn’t keep a handle on him, Wolverine says.
Gambit asks if they’re finished chatting. Wolverine tells him to calm down; he has already picked up the Brood’s scent, and while it saturates the entire city, he should have no trouble tracking down the Queen’s lair. As they turn to leave, Stacy announces she will go with them after notifying the police of the situation, but Ghost Rider turns her down. They neither have the time to involve the police, nor the extra man-power to look after Stacy. She takes offense to this, but Wolverine tells her it’s nothing personal. Besides, if they fail to stop the Brood tonight, she will get have the opportunity to deal with them tomorrow. Ghost Rider, Gambit, and Wolverine mount their motorcycles and depart.
The Brood trail leads to the Federal Reserve Bank, much to everyone’s surprise. “What interest could such an institution hold for the Brood?” Ghost Rider asks. Wolverine reminds them that banks have secure vaults, and he bets they will find the Brood Queen’s lair in this one’s deepest, darkest chamber.
Wolverine and Ghost Rider both prepare to storm the bank, but Gambit talks them down. While lighting up a cigarette, he explains that if they make a scene in a place with as much security as a Federal Reserve, they will attract every police officer in the city. How will they prevent them from being infected by the Brood? Wolverine asks Gambit if he has a better plan. “Of course,” Gambit replies. He flicks his cigarette out on the ground.
Elsewhere, the ambulance transporting officer Sokolowski to the hospital charges through the streets of New York City. Stacy, riding in the back with her injured partner, assures him they will be at the hospital in a minute. Ski tells her he will be fine. Instead of worrying, he wants her to get a team together and go after the monsters that did this to him. Stacy informs him a team will pick her up in a helicopter as soon as they arrive at the hospital. Good, Ski says. He tells Stacy to take care of herself and the rest of her team. “And if Ghost Rider gets in your way again,” he adds, “…drop him for me.”
Meanwhile, Gambit, dangling from the top of the Federal Reserve by Ghost Rider’s chain, dismantles the bank’s electricity with a well-placed kinetically charged card. Ghost Rider jerks Gambit back up to the roof. Their job isn’t completely finished, he says, but without a power supply, the bank’s security is weak enough that neither Wolverine nor Ghost Rider should worry about tripping any alarms. They head inside.
Flying over the city in a helicopter, Stacy Dolan orders her team to perform a grid-by-grid search of the area surrounding the alley in which she and Ski were attacked. In addition, she reminds them to monitor for any unusual activity in the city. The helicopter pilot tells her the only anomaly he detects is a power outage near Wall Street. Stacy orders him to fly them there immediately.
The Brood-hunters, meanwhile, creep through darkened tunnels of the Federal Reserve. “We’re movin’ in the right direction,” Wolverine says. “The Brood stench is almost gaggin’ me!” He indicates the trail leads through a massive, iron gate. Before Gambit can even mention he can pick the lock, Ghost Rider hauls the entire gate down with his chain.
Wolverine senses someone running through the resultant cloud of dust. Ghost Rider lassos the runner with his chain, but it turns out to be just a frightened bank employee. “He ain’t one of them,” Wolverine says, sniffing the air. “Went a little heavy of the garlic for dinner, though!” Gambit tells the man to relax, and assures him they came to help. They just want a little bit of assistance. The man, somewhat calmed down, explains that the Brood came to the bank and started taking everyone to the lower vaults of the bank. Only by hiding did he manage to elude capture. Gambit asks about these vaults, and the banker explains they lie in the deepest part of the building, but have not been used in years. Everyone is there, he says, pointing to the door.
Outside the bank, Stacy Dolan assembles her strike squad. The team swarms into the bank with their weapons raised. Immediately upon entering, however, the entire force is pulled into the shadows by the Brood, leaving nothing behind save for a few fallen hats.
Ghost Rider and the X-Men finally reach the Brood crèche in the lower vaults. The stench almost floors Wolverine. He wants to get it over with before he loses his lunch. Ghost Rider tells him they will not have to wait for long: several Brood have already found them, but do not attack. Instead, they indicate to the intruders that they want them to follow. “If they want to lead us to their Queen…all the better,” Ghost Rider says.
They follow the Brood Warriors-Prime to the Queen, who greets them enthusiastically. The enormous alien would rather talk than fight. If they choose to fight, however, the Queen will be forced to kill her hostages. In her tentacles, she holds NYPD officer Stacy Dolan. The sight of Ghost Rider’s ex-girlfriend being held hostage by such a monster sends him into a frenzy. He lunges at the Queen, but Gambit and Logan restrain him. Even if he manages to kill the Queen, Gambit says, he will not be fast enough to save Stacy. “Let’s just listen to what d’bug has t’say!” Gambit urges.
The Brood Queen, realizing the significance her prisoner has for Ghost Rider, jumps right into negotiation: she will spare the lives of Stacy and her fellow officers in exchange for Ghost Rider, Gambit, and Wolverine’s assimilation. Because of the collective knowledge of the Brood, the Queen knows of the power coursing through both Wolverine and Ghost Rider’s veins, both of them having been assimilated once before. With the three of them as part of her hive, her Brood will be unstoppable. She gives them once last chance to agree before she kills Stacy.
Even though Stacy urges Ghost Rider to kill her anyway, he wants no more innocent blood on his hands. He submits to the Brood Queen. Wolverine and Gambit try to stop him, but Ghost Rider fights them off and willingly enters the Queen’s tentacles. With the strongest of them in her grasp, she orders her Brood Warriors to take Gambit and Logan. The two X-Men fight back.
Laughing, the Queen plunges her ovipositor directly into Ghost Rider’s flaming skull. However, he is not as helpless as he looks. He shouts at Stacy to use her gun. “My gun?” Stacy asks, looking at her weapon, which was designed specifically to disrupt Ghost Rider’s molecular structure. If used on him, it would tear apart each cell in his body. Stacy follows her order and fires without hesitation. The cellular disruption begins in Ghost Rider’s body, but because of the direct physical connection between him and the Brood Queen, flows into her body as well. The Brood Queen lets out a scream, crumbles, and dies.
Ghost Rider miraculously survives, although barely. Lying in a crumpled heap on the ground, he commends Stacy on a job well done. The other officers are less grateful. They emerge from captivity and urge Stacy to kill the helpless Ghost Rider, her longtime target. Stacy stares at Ghost Rider for a moment, and drops her gun. “I quit,” she says. She helps the super-hero off the ground, wraps his arm around her shoulder, and walks him out of the vault. They both know they have too much history between them for this single event to make it all right…but it is a beginning.