Westchester, the Lilapalooza concert has been interrupted. Concert-goers are not happy, and shout 'WE WANT LILA! WE WANT LILA!' while back stage, the band known as the Toadies peer out from behind the curtains. 'Huh! Wish I'd known they were planning a big stunt!' one of them remarks. 'Could've given them a few pointers' another suggests. 'I don't think their disappearance was intentional, Wayne' another proposes. 'This is a disaster! Those X-Men are a magnet for trouble! Wonder if it's too late to book Woodstock?' another asks as he puts a phone to his ear.
Someone runs towards the group, 'The X-Men had nothing to do with this, Scott! It was that weird roadie with the ponytail. He did something to Lila and poof! They were gone!' He adds that he chased the roadie to the parking lot, but then lost him. Wayne points out that whatever the case, they have 300,000 angry fans and a missing headliner. 'If we don't do something -' he begins, before Scott pushes Wayne out onto the stage: 'Great idea, Wayne! You should do something! Get out there. Be amazing! Be weird – I don't care!' 'Guys?' Wayne calls back to the others, who poke their heads from behind the curtains and raise their thumbs at him, telling him to break a leg.
Wayne picks up a microphone and smiles at the large crowd, asking them if they like karate. 'BOOOO!' the crowd roars, before shouting 'WE WANT LILA!' again.
Suddenly: 'We'll take it from here, Mr Coyne' a voice calls out, as a gloved hand grabs the microphone from the surprised musician. He looks around the stage to find several gold and blue clad mutants: Multiple Man! Polaris! Strong Guy! Havok! Forge! Wolfsbane! Wayne looks nervous as the large Strong Guy leans into him, while Havok calmly addresses the audience, asking for their attention. He tells the audience that he recognizes that it has been an eventful afternoon, before stating that they are in charge now, and that everything is under control. He introduces his team as X-Factor and explains that they work for the government. 'BOOOOO!' the crowd responds. 'Get off the stage, you second-rate Cyclops!' someone calls out. 'Ugh' Havok mutters, before turning to Forge and asking him what they have.
Forge reports that there are trace elements of bio-displacement energy, to which Wayne announces that Vaden saw a guy with a ponytail touch Lila before they vanished. Strong Guy a.k.a. Guido Carosella clenches a fist, raises it to Wayne and asks 'Who's Vaden, huh? One of the Nasty Boys? Part of Hell's Belles?' Wayne looks confused and explains that Vaden sings for the Toadies.
Polaris a.k.a. Lorna Dane comes between them and tells Guido to take it easy. She apologizes to Wayne and explains that he used to be Lila's bodyguard. Havok tells his team to focus, and instructs Guido and Multiple Man to get on crowd control. 'Obviously' Jamie Madrox replies as he creates dupes and moves towards the crowd. Polaris tells Rahne Sinclair a.k.a. Wolfsbane to come with her, as she wants to investigate the alien ship. Havok turns to Wayne and informs him that they have orders to get the Lips and the Toadies to safety, as they have lost enough national treasures for one day. 'Sure thing, but if you have a second... would you mind telling me more about those pink robots you guys're always fighting?' Wayne asks, smiling.
Meanwhile, across the universe, the X-Men, Lila Cheney, Commander Abigail Brand and the bounty hunter Death's Head find themselves on an alien world. 'Pardon the expression, but I'm fairly certain these aren't my stars at all!' Dr Henry McCoy a.k.a. the Beast jokes. Brand announces that she doesn't recognize them either, and points out that wherever they are, they are nowhere near Earth. 'Of course... if someone a little more well-travelled would actually bother to help, maybe we could figure things out!' Brand snaps at Death's Head, who reminds Brand that he has told her already – he only “helps” when he is being paid to. 'Unbelievable' Brand mutters, rolling her eyes.
The Beast points out that even if they knew exactly where in the galaxy they were, they don't have a way home without Lila's power. 'And I'm afraid that may not be an option for quite a while, Henry' Ororo “Storm” Munroe remarks as she and Betsy “Psylocke” Braddock help Lila Cheney to stand. 'No kiddin' Lila moans, adding that every time she even thinks about trying to teleport them back home, it hurts so much she can't think straight. 'Cortez really did a number on me' Lila remarks.
'You're the doctor, McCoy. What's the prognosis? How long until Lila's back in working order?' Psylocke enquires. 'How long after a sprained ankle can you run a marathon, Psylocke?' the Beast replies. He suggests that it could just be a matter of bed rest, but reminds the others about what happened to Professor X when he pushed himself to the limit battling Cassandra Nova – it has been weeks and he still hasn't fully recovered. The Beast tells Lila that if the man she saw on stage was in fact Fabian Cortez, then his attack pushed Lila's powers past their limits, so without proper treatment, he supposes they could think of this as an extended camping trip. 'It was Cortez, all right. I'd know that lousy little polecat anywhere!' Rogue exclaims as she drops down amongst the group. Bishop asks her if she saw anything up there, but Rogue announces that she didn't see nothing – no cities, no people, not a dadgum thing for miles. Remy “Gambit” LeBeau joins the group and reports that it was empty on this side too, but that is the good news. 'Ain't nobody trying to kill us for the next few minutes, non?' he points out. 'I'm just thankful we landed here instead of someplace out in space. I couldn't even -' Lila begins, but Storm interrupts her, 'Hold, child' she declares. Gambit asks Storm if something is wrong, to which Storm replies 'Perhaps it's nothing, Remy... but Wolverine should have returned by now'. With that, the group falls silent.
Nearby, several Brood of various forms are gathered. 'The time grows short!' one of them announces in their native tongue. 'We must engage them now!' another declares. 'No, Hardside! Their power is too great! We would be crushed!' a green Brood exclaims. A blue Brood that appears to be crackling with energy calls the green Brood Phader and announces that Phader speaks the truth. The blue Brood suggests that they wait until they are at ease, then make their approach. 'What if we know wrong? What if they are hunter-killers – here to bleed us for the birds?' Hardside asks. 'Hunter-killers they may be, Sharpwing... but bleed us, they won't!' the Brood with green glowing energy on its forehead exclaims. Suddenly, a voice calls out 'Never learned to speak bug... but I know an ambush when I see one!' followed by the familiar SNIKT sound.
Back with the X-Men:
'There! On the hillside!' Storm exclaims, pointing to a hill where some energy can be seen. 'What was that?' the Beast asks. Gambit tells Rogue that he thought she said there was nothing out there. Rogue replies that she ain't got x-ray vision, before asking Bishop what he thinks. Bishop supposes it could be an energy weapon, but adds that it is too far off to be sure. 'Ah yes. But thankfully, it seems to be getting closer!' the Beast points out. 'Bloody -' Betsy calls out, while Storm gasps 'Goddess!' as Wolverine is thrown towards them with a surge of energy. 'Not quite, Stormy. Think we just found our missing -' Gambit begins, while Storm exclaims 'Logan – are you?' as Wolverine a.k.a. Logan gets to his feet, claws at the ready, he tells Storm that it is just a scrape and that he is feeling better already. He adds that he wouldn't mind a hand with round two, though, as these ain't your average run of the mill Sleazoids. “Sleazoids”? Rogue asks. 'Oh, honey, you don't mean -' She starts to ask. 'Fraid so, darlin. The BROOD!' Wolverine announces as the horrid aliens appear before the X-Men.
Back in Westchester:
'Y'know, this is exactly what I thought I'd be doing as a member of the United States Government's mutant task force' Strong Guy remarks as he juggles several Multiple Man dupes, while an unimpressed audience looks on. 'You think you've got it bad!' the dupes reply. At the rear of the stage, Forge and Havok are surveying footage on monitors, and see a man with a ponytail in some of the footage. 'That's him there' Forge declares. Havok asks Forge if he is sure, pointing out that you can't get a good look at him under all the hair. 'I'll try not to take that personally, Alex' the long-haired Forge replies, adding that VHS resolution only goes so high, but if he had five minutes, then he could build something to enhance it. 'Make it two, Forge. We don't have a lot of time to spare' Havok replies, when suddenly, 'Perhaps you might allow me to be of some assistance' Professor Xavier calls out. '...if you're not too busy, that is' he adds as he, Jubilee, M, Chamber and Dead Girl appear behind Forge and Havok, who turn in shock at the new arrivals.
'Professor Xavier! It's a pleasure. I'm Forge. Big admirer of your work' Forge calls out as he shakes Xavier's hand. 'Ah, yes – the inventor' Xavier replies, adding that Cyclops briefed him on the X-Men's previous encounter with X-Factor. 'He spoke quite highly of your skills as a team' Xavier smiles. 'And what'd he have to say about me?' Havok asks. 'You must be Havok' Charles remarks. Frowning and folding her arms, Jubilee mutters 'More like “half-cocked” if you ask me. These guys love to shoot first and ask questions never'. Charles informs Havok and Forge that the man on screen is called Fabian Cortez, and is one of the most dangerous mutants on the planet. 'Oh yeah? Never heard of him' Havok replies. Memories flash through Xavier's mind as he explains that Cortez possesses the ability to enhance and overcharge another mutant's power. Charles reveals that at the height of the Westchester Wars, Magneto sought to use this enhancement to make himself unstoppable in his quest for mutant supremacy, but that these power boosts are dangerously addictive, something Cortez used to position himself as the puppet master behind Magneto's throne. Charles adds that Cortez's plan was foiled, but it took Magneto's death and the destruction of Asteroid M to do it, and Cortez has been missing ever since. 'It seems he still holds a grudge' Charles points out.
Elsewhere: 'Before you say anything, Fitzroy, I know I'm early. Turns out, ridding the world of the X-Men doesn't take as long as you might... think?' Fitzroy calls out, but he looks shocked as Fitzroy and Shaw are nowhere to be seen. He sees the Von Strucker twins, Andreas and Andrea bound with straps of metal, lying on the floor. Andrea has tears in her eyes. 'What is this? I don't have time for this, Gamesmaster! I dealt a killing blow to Xavier's X-Men this day, and I – I demand my prize!' Cortez exclaims. But a voice informs Fabian Cortez that the Gamesmaster is not here. Fabian looks up and sees two figures standing in the shadows. Metal shards hover around one of them, who appears to be controlling the shards. 'But I'll get him soon enough!' the figure controlling the shards remarks. 'You! But how can it be you? You're...you're...' Fabian's voice trails off. 'I'm not the man you believe me to be' the figure announces. 'Although he and I have a lot in common' the mysterious figure remarks, before the shards of metal are thrust towards Cortez, tearing through his body as he cries out in agony.
Back at Lilapalooza, Polaris and Wolfsbane are under the mysterious space ship. Lorna asks Wolfsbane what her take is, to which the young mutant replies that it smells weird, but she supposes that is to be expected, given it is from space and all. She adds that it is a good sign the space craft didn't start shooting when they got close. Lorna agrees that it seems safe enough, but reminds Wolfsbane that procedure says they should move it away from civilians until the boys from DARPA can have a look. 'Right then...give her a lift!' Wolfsbane replies, as Lorna proceeds to use her magnetic powers to lift the space craft overhead.
Amongst the crowd, several mutants are with the festival goers. 'Look at 'em. Government stooges. Thought this was supposed to be about mutant unity, brother' a large mutant with slugs on his shoulder remarks. 'Yeah, keep looking up. Sentinels should be along any second now' a female with bones sticking out of her back comments. 'Can't believe we fell for this. Just an excuse to get us all in one place' a large gray-skinned mutant with a red bandana asks the others. 'You even gotta ask? I wanna get X-Treme!' a handsome man with long blond hair declares, tugging on his gloves. His name is Adam X. You're welcome. The others are Random, Marrow and Maggott, and they follow Adam X as he strides towards Polaris and Wolfsbane. Wolfsbane notices the other mutants and warns Lorna that they have company.
'What's up, sellouts?' Adam X calls out to them. Wolfsbane bares her teeth at Adam X as he looks down at her, suggesting she get back to President Kelly and tell him that his little plan to round up real mutants was a bust – before things get violent. Wolfsbane assures Adam X that that they are not here to fight. Polaris keeps her eyes on Adam X as he tells Wolfsbane to get out of the mosh pit. 'Settle down, Wolverteen' Polaris tells Adam X as she uses her magnetic power to push him away from Wolfsbane, suggesting that they find a better place for that anger than in her friend's face. Adam X warns Polaris that she has down it now. Calling her a narc, he tells her that laying powers on him was her first mistake. 'Wanna guess what you're second was?' Random asks, aiming his arm, which he has transformed into a weapon, at Polaris. Marrow and Maggott stand at the ready, too, as Polaris looks around and remarks 'Oh well, time to make the donuts...'.
And far away, the X-Men and Abigail Brand have engaged the Brood in combat. Wolverine tells the others that it took his senses a while to adjust, but that the Brood ain't the kind of smell you forget. Brand kicks one of the Brood, and informs Death's Head that everything in his SWORD file is wrong. 'I have a file? Does it disclose my net worth, because that's personal -' the mercenary starts to reply, but Abigail tells him that it says he has a strong moral code, and that he hates seeing good sentients come to harm. 'Every sentient's a potential customer, yes? As for the bit about the code... must've meant binary code. The world's just a sequence – of zeroes and ones – and dollar signs!' Death's Head responds. 'But they're trying to kill us!' Brand declares as Death's Head continues to stand with his arms folded, not involved in the battle. 'Wouldn't be so sure about that' Death's Head casually responds, as the Beast comes to Brand's aid against one of the Brood. Beast calls Abigail that she is wasting her breath on that one, while he, on the other hand, is at her service. 'May I call you Abigail?' he asks.
Storm tells Lila to fear not, for even though her connection to this planet's weather is not as strong as it is on Earth, she can still protect her. 'And I've got enough firepower to make up the difference!' Bishop boasts. Betsy suddenly warns Bishop not to shoot, as the Brood's minds are archaic, but she doesn't think they are their enemies. 'Yeah? Well, they're doing a pretty good impression of it!' Wolverine declares. 'They don't back down?' one of the Brood remarks as it moves towards Wolverine. 'No, Logan, I think she's right!' the Beast calls out, as he grabs Abigail and holds her in the air. 'Pardon me, Madam' he tells Abigail, while explaining that he thinks the Brood might be reacting in defense. 'They would hardly be the warriors hive-mother told us about if they did!' another Brood exclaims. The blue-energy-like Brood darts about Gambit who asks 'What are we supposed to do then, ask 'em to stop? How about it, Brand – parlez-vous Brood?' while the blue Brood is struck by Gambit's kinetically-charged playing cards at the blue Brood as it tells the others that they must end this quickly, as the purple one comes soon.
'Swamp Rat's right! It's the Brood we're talking about!' Rogue reminds the others as the green one, Phader, appears to phase through her, and asks 'Do the power, Openmind?' The Brood with the green energy on its head replies 'Truth, Phader. Time grows short now. Our only chance is to cast all them with all I have – and hope their mammal brains can survive!' Suddenly, Openmind releases the green energy and shouts 'Hear me, X-Men! Join in our mind that we may communicate! We are not your enemies!' he announces. Images of the Brood flash through the X-Men's minds, as Openmind tells the X-Men that the Brood are like the X-Men – changed. Openmind announces that they are born on Acanti, beneath the rays of a blackhole star, and bathed in that strange, harsh light, they were granted abilities not seen within the hives of the Brood. And, cast out, they were sent to wander the harsh cosmos as exiles – hunted, hated and feared by those that do not understand... those who move through the void to end them.
The X-Men watch Openmind as he tells them that they know the X-Men have encountered their species before, they know the hatred, but they are of the hive no longer. 'We now wander apart as...Ex-Brood'. 'Must've scrambled my eggs good, Bub. Not only can I understand what you're saying, but it sound to me like you said you called yourselves the X-Brood' Wolverine remarks. Storm gasps that, by the Bright Lady, these Brood are mutants! 'Yes! The first of our kind – and last if we are found by the hunters who pursue us' Openmind points out, explaining that, in desperation, he cast his thoughts to find help, and pulled the teleporter to this world that they might not die here, alone and forgotten. Openmind introduces himself, and the other X-Brood – Phader, Hardside, Fastskin and Sharpwing. He address Storm as “Silver Leader” and asks her to help them. 'You...you will have my protection' Storm announces. She declares that she cannot stand by and let a new mutant race be destroyed, but that she will not speak for her friends, as the choice must be their own.
Storm takes Openmind's “hand” before Wolverine smiles and remarks that he can't believe he is saying this – 'But count me in'. He puts his hand on Storm's, followed by Bishop, who asks 'Mutant Brood? The 20th Century just keeps gettng weirder' while Betsy is next, asking Bishop if he hasn't learned by now that weird is what they do best. 'Ain't got nothing else to do out here, eh?' Gambit points out, while Rogue decides that it will be a good story for the students back at school. “The wheel is come full circle. Here I am” the Beast quotes, smiling as he puts his hand on the others. Abigail informs the others that as Director of SWORD, it is her duty to protect new forms of alien life. 'I'm with you' she assures them. Suddenly, Death's Head puts his hand on the others. They all look up at him, surprised. 'I'll be sending you each a bill, yes?' he asks them.
But, three hundred miles above, in orbit, a vessel containing members of the Shi'ar Imperial Guard is positioned. Among them are Oracle, Smasher, Starbolt and Flashfire, who announces that he is not sure what the Brood were doing down there, but the mutant energy signature just spiked on their scanner. 'We know exactly where they are!' he reports, before stating that he is laying in coordinates. 'Awaiting your orders, Praetor?' he asks, turning to a shadowy figure who sits in the command chair. 'The order is simple...' begins Gladiator as he comes into view: '...destroy every living thing on the surface of that planet!'