Deep space, where the small space craft belonging to Killer Thrill is now dwarfed by a much larger space craft. Inside the smaller craft, Scott Summers a.k.a. Cyclops tries to communicate with Jean Grey via their psychic rapport, but he can't hear her. Scott's father, Corsair, and the Starjammers – Hepzibah, Ch'od and Raza – are ready for battle, as Corsair remarks that something is off – he would expect this ship to be crawling with pirates – pirates other than the four of them. Corsair asks his son if he thinks the other X-Men might have cleaned house, but Hepzibah tells Corsair 'Not now. Can you not see? He's worried'. Cyclops is hanging his head, and Corsair goes over to him, apologizing, he adds that the best of fathers mess up sometimes, and he is far from the best. He admits that he says stupid things more often than he would like, but tells Scott that Jean is as tough as they come and he is sure she is fine.
Jean Grey a.k.a. Marvel Girl has been transformedinto a Poison, and along with Poison Killer Thrill and Poison Kraven, and several strange little creatures that seem to be walking sets of jagged teeth, she is on the bridge and declares that she has known the X-Men for a long time, and there is no sense in talking to them, as they will not willingly accept what the Poisons are offering. 'Is that... Jean?' Warren Worthington a.k.a. Angel asks. 'No, kid. No, it's not. Not anymore' Eddie Brock a.k.a. Venom replies as Hank McCoy a.k.a. the Beast and Bobby Drake a.k.a. Iceman look on in shock. 'She's a Poison now' Venom reports. The Symbiote within Venom recalls how they faced Poisons once more – and how they terrify them. 'A Poison? What does that mean?' the Beast asks, confused. 'It means you should have gotten rid of those Symbiotes when I told you. It means we're screwed – royally. It means we should be running' Venom replies, as Marvel Girl exclaims 'Take them' and the strange creatures launch into the room towards Venom and the X-Men.
Venom pushes Beast to safety and tells the others that whatever they do, they cannot let the creatures touch them. The Symbiote thinks that the Poisons are perfect hosts – but hosts that kill, consume other Klyntar and turn them into weapons 'One touch is all it takes! They'll absorb your Symbiote... eat it... and they'll eat you with it!' Venom warns the others as he tears a chair from its place next to a console and slams it into one of the Poisons. 'Does that mean Jean – JEAN!' Iceman shouts as he creates a huge wall of ice, blocking Poison Kraven and Poison Killer Thrill, but they easily break through it, with Killer Thrill telling Iceman that he can't stop them, and that the Symbiotes with the X-Men are meant to be with the Poisons. 'You'll see soon enough – and so will my crew!' Killer Thrill exclaims as several Poisons move towards her crew members who Iceman has trapped in a block of ice.
'Get these things away from me! Get it -' one of the crew calls out, before the strange little creature moves close to the crew member's face, causing the Symbiote inside to free itself and flee. 'What have you done with Jean? Let her go! Let her go or I swear -' Angel begins as he lashes out at Poison Kraven and Killer Thrill, knocking them back with his Symbiote-enhanced wings. Venom tells Angel to be careful and to retract his wings as he is making himself an easy target. The Symbiote within Venom knows that Symbiotes make the Poisons strong, and in return, the Poisons silence them. 'If... if I can't use my wings... what good am I?' Angel asks as several Poisons move closer to him.
The Symbiote inside Venom knows that the Poisons make Eddie doubt him, doubt their bond. The Beast knocks one Poison back, while Venom slams some equipment into another. He declares that the Symbiotes aren't power ups anymore – they are liabilities! 'For now, maybe' Poison Marvel Girl remarks, before explaining that once they have taken the Symbiotes, once the metastasization is complete, they will be purged of all weakness and made perfect. She then grabs Venom and the X-Men in a telekinetic field, and they are unable to break free. 'Freedom is an awful lie. You'll see when you join the hive' Poison Jean declares, levitating the others over to some Poisons, who wait eagerly. 'This is bad, right? I mean this is just about as bad as it gets, isn't it?' Iceman asks, when suddenly, several optic blasts are fired into the room, shattering the Poisons. 'X-Men! We're getting the hell out of here!' Corsair calls out, Cyclops and the Starjammers at his side. 'What fun. The gang's all here' Poison Jean snarls.
'Poisons... claiming someone like her... all that power...' Venom utters as the Beast helps him to his feet. Suddenly, Iceman looks up and sees Romeo, his Inhuman sort-of boyfriend, and asks him how he got here. Venom pulls Iceman aside before he can go over to Romeo. 'Hey!' Iceman protests, but Venom tells him that is not whoever he thinks it is, explaining that the baby Poisons create psychic lures to attract prey. 'That...is a dirty trick!' Iceman exclaims as Venom knocks over the Poison who was pretending to be Romeo. Cyclops turns to Jean and asks her what the Poisons have done to her. 'They made me better' Jean replies. Poison Kraven begins attacking Venom. 'You are one of the survivors... one of the Venom hosts... before we realized there were so many other Symbiotes to consume... so many other worlds...' Poison Kraven declares, while the Symbiote within Venom knows that Eddie is angry – angry because he is afraid, as one of Poison Kraven's bone-weapons strike his shoulder.
Cyclops asks Jean why they can't hear each other's thoughts, to which Poison Jean tells him that once he has joined them, their minds will be more connected than ever – they will be as one. 'Get away from him, Jean!' Bobby calls out as he runs over and knocks Jean back with several shards of ice, while telling her that he is sorry about this, but that she needs to step the hell back. At that moment, Killer Thrill's crew have now been transformed into Poisons as well, 'Welcome to the winning team, my darlings! Now...get on your feet and go do mama's dirty work!' Killer Thrill tells them. A large orange alien goes over to Ch'od and tells him that he is useless now, that the hive has no need for bounties, no price upon their heads. 'Abandon this fight and you might live a while longer!' the alien suggests. 'Sorry, friend. The Starjammers don't turn their backs on friends...or enemies' Ch'od declares.
Corsair points out that the Poisons are only interested in the Klyntar and tells the X-Men to “hit the bricks” while the Starjammers hold the Poisons back. He opens fire at one of the Poisions, shattering it, as Venom and the X-Men rush from the bridge, except for Cyclops, so Venom turns back and fires some webbing at Cyclops, drawing him backwards out of the bridge. 'Wait! We can't just leave Jean! She needs us!' Cyclops calls out. Corsair continues to open fire at the Poisons, and tells his crew to get going, that he is right behind them. 'I'll get the door!' the Beast remarks as he touches a panel outside the bridge, which brings the door down, closing it before Killer Thrill, Poison Jean and the other Poisons can escape.
Corsair and Venom lead the X-Men and Starjammers down the corridor, 'That won't hold them for long. We need to find a way off this rig – and fast!' Corsair declares, while Cyclops asks 'What about Jean?' Venom tells him that there is no “What about Jean”, and that he is sorry, but that when those creatures, the Poisons, take a Symbiote, they use up whoever is wearing it to catalyze the process – they take their bodies and take their minds – so Jean is dead. Corsair asks Hank if he has used that big brain of his to puzzle a way out of this mess. 'I'm calling our ride right now' the Beast replies, announcing that Danger is on the way. Indeed, the X-Men's ally turned Blackbird jet streaks towards Killer Thrill's ship, and Hank tells Bobby that they will need a doorway – and a causeway, if he doesn't mind. 'On it' Bobby replies as he blasts ice at one of the walls in the corridor, remarking that if this blows up in his face, they are going to have a real depressurization problem, so everybody needs to be ready to grab onto something. 'But if it works... one ice-tunnel coming right up!' Bobby remarks, as his plan worked, and an ice-tunnel links the two ships.
'This way, kids! You must be at least this tall to ride this ride!' Bobby jokes, as he the others move towards the ice-tunnel, when suddenly, 'That's cute. You guys just lost one of your teammates, but you haven't lost your sense of humor' Poison Jean declares as she, Poison Kraven, Poison Killer Thrill, her crew and the remaining little Poisons approach the X-Men. Iceman looks worried, and tells Jean that he didn't mean anything. 'You're an X-Man. You'll make it past this -' he tells her. 'No' Venom calls out. 'She won't. She's already gone' Cyclops declares. 'That's good. This will be so much easier once you accept the truth' Poison Jean tells the X-Men. A fight ensues, Cyclops, Iceman, Beast, Angel, Venom, Corsair, Ch'od, Raza and Hepzibah against Poison Jean, Poison Kraven, Poison Killer Thrill, her crew and the Poisons.
The Symbiote with Venom thinks that Eddie does what he always does – fights to protect the innocent, the children, but this time, they don't find for revenge. The Symbiote fights because it must – it fights to survive. Poison Jean surrounds herself in a TK bubble, while Cyclops fires optic blasts at Killer Thrill, and Poison Kraven slams Raza to the ground, Angel fights Uviex and Venom grabs two of the human crew members, while Ch'od slams the large orange alien to the ground, as the alien climbs on his back. Iceman traps more crew members in a large block of ice. The red alien turns its attention to Venom and tells everyone without a Symbiote to get clear, as the Poisons don't care about them. 'Now or never, eh, Hepzibah?' Corsair calls out. 'With you, it always is' Hepzibah replies as the Starjammers make their way into the ice-tunnel.
Poison Jean's TK field blocks Cyclops' optic blasts and she tells Scott that they shouldn't argue. 'That's... that's not Jean talking. You're not Jean!' Cyclops responds. 'Who are you trying to convince?' Poison Jean snarls, while Venom informs the X-Men that the Symbiotes can adapt to deep space. 'The Poisons won't let us make it through that tunnel! But who gives a damn!' he calls out. Halfway through the ice-tunnel, Corsair tells the Starjammers to huslte, and that he thinks he knows what the X-Men are planning. He adds that they want to be on that ship before it happens. 'I'm moving as fast as I can. These tunnels weren't made for someone my size' Ch'od replies, while at the same time Venom instructs Cyclops to make a hole. 'I can do that' Scott replies, as he fires a powerful optic blast at the ice-tunnel, which is destroyed, and the gaping hole sucks the X-Men, Venom and Poisons out into space. 'Oh – that was a bad idea!' Iceman exclaims. 'We escape. The X-Men believe that is possible. But Eddie knows better' the Symbiote within Venom thinks to itself, as Killer Thrill clings onto the edge of the hole.
The X-Men start to float out into space, the Symbiote within Venom sees them slip away, but also sees that they aren't safe – some of the Poisons float after them, still hungry – still seeking out the Klyntar. One of them latches on to Angel, and the Symbiote within Venom knows that when the Poisons touch the Klyntar, they die, and the hosts die, too – unless sacrifices are made. Angel cries out as a Poison latches onto him – his Symbiote then purges itself from Warren's body, freeing him – saving him. 'I'm... I'm so sorry' Angel utters as he flies through space, his cosmic wings returned. The Symbiote within Venom thinks that sometimes, this means sacrificing the ones you love. Cyclops fires a powerful blast at Poison Jean, knocking her back through space. Venom has the stringy red alien clutching his back, as Killer Thrill moves towards him. 'Thought we could beat them. Thought we destroyed all of them on a poisoned earth. But somehow they followed us home. They'll never stop hunting us' the Symbiote within Venom thinks, as Venom breaks off part of Killer Thrill's arm, and shoves it into the alien clinging to him.
No matter how many times the Poisons are blown up – perhaps they are eternal, a constant of the universe, always searching for new worlds – new prey – even so, if the heroes make it home, sooner or later the Poisons will find them again – preferably sooner. At that moment, Killer Thrill's space ship explodes, and Danger, with the Starjammer's safely aboard, flies down to where the X-Men and Venom are still floating in space – while Poison Jean floats nearby.
Kariteth Spaceport, Ulgraith, where the Starjmmers have reunited with Sikorsky, who hovers near Corsair as he asks Cyclops if he is all right. 'After everything that's happened, I hate just leaving you -' Corsair begins, but Scott tells his father that he doesn't know there is another choice, as they need to get back home. Scott adds that the X-Men may have given up their Symbiotes, but they are still in the fight – if those Poisons decide to head to Earth, he doesn't like to think about what they will be facing. Ch'od and Raza are carrying some containers, and Scott remarks tht the Starjammers must get the surviving Symbiotes back to their world – the Klyntar need to be warned. 'Maybe there's some way to get them to safety' Scott hopes. Corsair tells Scott that he is truly sorry. 'If the X-Men hadn't come to rescue us... Jean would be...' Corsair begins. 'Dad – don't' Scott tells him. As the Starjammers' vessel takes flight, Scott looks up the sky and remarks that Jean would not have had it any other way.
Scott returns to Danger, where the other X-Men and Venom are waiting for him. Venom tells Cyclops that he hates to rush him while he is mourning, and that in any other situation there might be time to grieve – but the Poisons aren't with them, so if they don't get back home, they could be dealing with the end of the world. The Symbiote within Venom knows that for Cyclops, the world has already ended. Cyclops looks devestated, but takes his seat. Venom tells the X-Men to saddle up, and that if they like it or not, it is a race back to Earth, and they are already losing. 'You don't need to remind us of what we've lost, Venom' the Beast replies. Scott looks up – he thinks he sees Poison Jean calling out to him. 'Wha -?' Scott begins. Venom asks him if he is all right, to which Cyclops tells him that he will be fine – he is just seeing ghosts.
Meanwhile, on the planet Klyntar, the Starjammers arrive. Once they land, the space pirates disembark from their ship. 'Uh... isn't this place supposed to be more heavily populated?' Corsair asks as he and Ch'od carry the three containers with the surviving Symbiotes inside. The Starjammers gaze out over the desert before them and Raza asks 'Where is everyone' and Hepzibah points out that this place is a ghost town. Sikorsky informs Hepzibah that she might bev more right than she knows, as he is not detecting any life forms. Corsair tells the others that they need to contact the X-Men, warn them and all of Earth that it looks like the Poisons have already been here – and have taken all the Klyntar!