The X-Men’s Blue team plus Bella Donna are watching in horror as the Ghost Rider, who had been implanted with a Brood egg, transforms into a Brood right before their eyes. The Brood Queen says that she had not intended on facing the X-Men this early until the Brood had successfully taken control of both the Assassins and Thieves Guild’s children. Though one of her operatives has killed many potential incubators of the Lebeau Clan of Thieves, the Ghost Rider’s mystical body perfectly makes up for it. Wolverine comments that no matter what, he will not leave till he takes care of killing the Brood. Then squadrons of Brood Slaymasters fall from the ceiling attacking the X-Men. Gambit tells Belle to stay behind him for her protection as he takes on some Brood members. Belle tells him that heroics might impress Rogue, but Belle can take care of herself, and she uses her plasma blast powers to fry one of the Slaymasters. Cyclops orders the team to act more like a team and form on him and take out anyone not in uniform. Psylocke wonders where Jubilee is and next we see Ghost Rider fixing to attack Jubilee. Beast runs in saving Jubilee and knocking Ghost Rider down saying, as he does all this, all the normal babbling he does. Wolverine says he is tired of fighting the grunts and he is going to attack the Queen. Cyclops warns Wolverine to be careful that this place is so old it might collapse under all this stress. Cyclops is wrong though it doesn’t collapse the floor caves in first, sending the X-Men into different parts of the underground labyrinth beneath New Orleans.
Gambit and Bella Donna find themselves together and Belle thinks Gambit might be dead but when she realizes he is alive she hits him asking him why he had abandoned her so many years ago on their wedding night. Gambit tells her that he had to leave, but Belle already knows that; he killed her brother in self defense, but she would have gone with him into exile, he only had to ask. Gambit says he knew, but did not want her to have to leave New Orleans because of him so he left alone. Gambit says that if it means anything to her “he is sorry” and Gambit and Belle hug each other.
Elsewhere in the cavern’s Wolverine and the Beast take on the possessed Ghost Rider. Beast tries to talk Wolverine out of trying to kill Ghost Rider. Wolverine tells Beast that once you have been implanted with a Brood egg it is a “one way ticket” and your dead. Though Hearing the Ghost Rider argue with himself, Beast figures out that the Brood is still trying to find Dan Ketch’s essence in Ghost Rider, so the merge is not complete yet. The possessed Ghost Rider runs away and Wolverine tries to track the possessed Ghost Rider down, leaving the Beast behind to figure out how to save the Ghost Rider.
Further along in the tunnels Cyclops is trying to pull Psylocke from a hole she had fallen in. She asks him, why if they’re all alone, why he just wants to rescue her and not do anything else. Cyclops stutters nervously and commands her to follow him and they head to find the rest of the X-Men.
Someplace else in the caverns Jubilee figures out that she had been saved from the fall, by landing on a dead Brood soldier’s body. She runs scared through the tunnels till she reaches a chamber filled with part of the Thieves Guild who had been captured by the Brood earlier and put in containment pods to be assimilated later. Rogue walks up behind Jubilee and accidentally scares her. Rogue tells her to be quiet and she starts to help the members of the Thieves Guild from their containment pods. The man tells Rogue that they must find the warring Guilds children and save them, because that’s who the Brood is really after. The man stops talking though and Rogue wonders what is a matter as she turns around to see the possessed Ghost Rider and all his Brood Soldiers ready to attack her.
Cyclops and Psylocke are on the other side of the wall from Rogue when they hear a scream and Rogue, Jubilee, the Brood soldiers, and Ghost Rider comes crashing through. Cyclops knocks the possessed Ghost Rider to the ground and Psylocke protects Jubilee from the Brood soldiers. The possessed Ghost Rider explains to Cyclops that they are there to capture the warring Guilds children because of their unique programming throughout the past several generations. Cyclops asks the possessed Ghost Rider if it was the Broods programming and he says no that the Brood is just taking advantage of the situation. Just then Gambit busts in sending a charged card knocking the possessed Ghost Rider to the ground, thus preventing him from revealing more Guild secrets. Gambit asks what the Brood have done with the children and the possessed Ghost Rider tells him that he will not give away that information. Bella Donna uses her powers, that she claims she got by accident, to hold the possessed Ghost Rider while Psylocke sensing another essence than the Brood inside Ghost Rider‘s head, she then uses her psi-knife to go into the possessed Ghost Rider’s mind.
In the possessed Ghost Rider’s mind Psylocke feels almost lost in the pain that is in his mind, from his vengeance he has committed in his existence. Bella Donna goes into the possessed Ghost Rider’s mind also to help Psylocke battle the Brood. The Brood tells them that their presence unwittingly allowed it to finally find Dan Ketch, the host for the Ghost Rider essence. As the Brood is fixing to take control of Dan Ketch himself, Bella Donna attacks it but is stung in the chest by the Brood’s tail. Psylocke uses the confusion to sink her psi-knife into Dan Ketch’s essence disrupting the bond between the Brood and the Ghost Rider. Bella Donna then casts a spell on the Brood ripping its soul apart and sending herself and Psylocke back to the real world.
Back in reality, Psylocke tells the Ghost Rider who has transformed back to his usual self, to “rest a moment” but Ghost Rider tells her that “vengeance is a cruel mistress she waits for no one.” Jubilee asks Gambit how Bella Donna is and he tells her she will be fine. Belle tells him he is not a very good liar and says that it took everything she had to kill the Brood. Belle asks Gambit “before I go, if you had a chance would you….”. Gambit finishes her sentence, that he would have chosen to be with her anyway. She apparently dies, as Gambit tells her it was magic. One of the thieves tells Gambit that they do not have time to grieve that the children have to be saved. Gambit gives his apparently dead wife’s body to the thieves and tells them to take her home. Cyclops tells Gambit if he is not up to this, then Gambit interrupts and says that this is still a family affair. Wolverine tells Gambit that you can not find a closer family then the X-Men. Wolverine asks Ghost Rider if he will see this through to the end and he tells Wolverine that he must stay “until vengeance is served.”