Kariteth Spaceport saloon, where several aliens wearing Symbiotes have entered and confronted the X-Men and Venom. Scott Summers a.k.a. Cyclops looks at the aliens and thinks to himself that the X-Men are no strangers to intergalactic adventure. One of the aliens, a greenish one, declares that word around the port is that some off-system punks have been snooping where they don't belong, asing about he and his pals. 'Well, you've found us now... but you're gonna regret ever looking in the first place' the alien snarls.
'Star cruisers... alien-filled cantinas... droids... laser blasters. It's all old hat' Scott tells himself. Jean Grey a.k.a. Marvel Girl looks at him and with their psychic link, tells him to play it cool until they figure out what is going on, but as he remembers that he even lived in space for a while, he tells Jean that it is them – these are the guys who ambushed Corsair and the Starjammers. Scott lived here with his dad.
'Here we go' Eddie Brock a.k.a. Venom snarls as the several Symbiote-wearing aliens attack he and the X-Men. The green one leaps into the air, dodging Cyclops' optic blast, while Venom tackles the large brown alien, and Warren Worthington a.k.a. Angel swoops down against another green alien, is cosmic wings striking the alien, as a red alien looms towards Jean, who knocks the alien back with a telekinetic surge. Scott thinks about how he has dragged the X-Men to the far reaches of who-knows-where on a rescue mission, as his father, Corsair, has been abducted, and he is pretty sure these thugs took him. Scott knows that they are all using living alien Symbiotes to enhance their strength and speed. 'You shouldn't have come here, whelp! You won't find nothing but a whole lotta hurt!' the green one exclaims as he lunges at Cyclops.
Scott reminds himself that they brought in their own Symbiote – Venom – for backup. 'Nice slug suit Grudd-Face. Gonna rip it off you once yer broken!' the large brown alien declares, slamming Venom's face against a wall. Scott can't help but wonder whether the X-Men are in over their heads. Bobby Drake a.k.a. Iceman is attacking a blue alien, as Warren flies back towards him and tells Bobby to get clear, as he is going to blaze him again. The other green alien with the tail jumps on Hank McCoy a.k.a. Beast, knocking him backwards. Jean holds the red alien in a telekinetic field, as Scott thinks to himself 'Who am I kidding? We're always in over our heads' as suddenly, the green alien fires tendrils at Scott, latching onto him.
'SCOTT!' Jean screams, before the red alien wraps tentacles around Jean's neck and tells her not to worry about her boyfriend, but worry about her. 'X-Brats! This brawl is #$%&!' Get your guy and get the hell out of here!' Venom calls out. 'No! They know where my Dad is!' Cyclops replies as he fires an optic blast at the green alien, adding that he is not going anywhere until they tell him where his dad is. Warren suddenly flies down and grabs Scott, 'We're gonna have to let this one go!' Warren tells him, adding that they need to get him out of here. 'Warren – NO!' Scott replies, while Bobby throws up an ice-wall at the red alien, knocking her back from Jean. 'You alien dudes aren't the only ones who can get all tentacular!' Bobby declares, while telling himself to never say “tentacular” again.
Jean rubs her neck and thanks Bobby, before asking if everyone is clear. 'Go, X-Men! Get lost!' Venom calls out. 'We'll cover you' he assures them as the X-Men run from the saloon, and Venom follows them, throwing a large web up over the saloon door.
'That'll hold them for a bit... buy the X-Men some time. But we haven't had our fun yet' Venom calls out, warning the Symbiotes trapped inside that the first one to stick their head out, he will show them a good old-fashioned Earth curb-stomping. 'Let us out, filthy exile!' one of the Symbiotes calls out from inside the saloon. 'Unless of course... someone more deserving comes along' Venom decides as he turns and sees a smaller green alien standing in the shadows nearby. 'You! We know you!' Venom tells the alien, recalling that they saw him when they first arrived, and assumes he has been spying on them. The alien tries to run, but Venom chases him, 'C'mere, you! You ratted us out! You practically served the X-Men up for the slaughter!' Venom snarls. 'You ratted us out... sent those berserkers after us!' Venom exclaims as he grabs the alien then swings up through the buildings.
'Please! Please! Don't hurt me!' the alien adds, his speech dropping between English and his native language, and asking Venom what he wants. 'We're gonna have a little talk' Venom replies as he drops back down into an alleyway, and throws the alien across the ground. 'You led that crew right to us. Who the hell are they and where'd they get those Symbiotes?' Venom asks. The alien looks frightened and tells Venom that he doesn't know what he is talking about. 'You better hope that's not the case' Venom snaps, adding that it sounds like Marvel Girl's psychic translation whatchamacallit is wearing off. 'So, if you're a clever little stooge – you'd best start giving us answers. Fast' Venom snarls.
Elsewhere, Cyclops thinks that he might be dying, walking with his teammates through a busy marketplace filled with aliens, as he realizes that he is bleeding out, and even though he feels like his guts are going to spill out of his stomach with every step he takes, he wants nothing more than to turn around and finish that fight.
Jean asks her teammates where Venom is, to which Bobby tells her that Venom said he was covering them. 'You don't think those guys got him, do you?' Bobby wonders, while Warren tells Scott to hang in there. Cyclops reminds himself that they are X-Men – trained by Professor X and Magneto, but he got careless. 'We could've taken those thugs' Scott tells Warren. Passing a vendor who is selling various substances, the vendor points at Cyclops and tells Angel 'That piece of meat isn't gonna make it much longer. Sell him to me. I'm sure I can flip him for profit once he's processed!'
Beast pushes his way through the crowed, 'Excuse us, please. Make way. Pardon me' he calls out as Angel continues to help Cyclops walk. Cyclops thinks that he let his dad down, and wonders if it is selfish wanting the X-Men to charge back into battle on his behalf. 'How about in here?' Bobby asks, pulling a tent back. 'No! No! You cannot bring the wounded in here!' an alien calls out. 'He'll bleed all over the -' the alien begins, before Jean gives him a psychic suggestion to leave. Scott decides that he has not had enough time with his father, and before long, he is going to be forced to return to the pat. 'Gently now' Hank tells Warren as they lower Scott onto a chair. 'I'll be forced to forget him' Scott realizes – because even if it is just in the here and now, he wants whatever fleeting moments he can get.
Jean tells Scott that he is going to be all right, that he is safe, and she can shut down his pain receptors, stop the bleeding, use telekinesis to seal the wounds, but it will only be temporary. Angel looks at Scott, concerned, while Jean leans in closer to Scott and telepathically asks him to stop with the gloomy thoughts, as they are going to rescue Corsair, they just need to focus on keeping him alive for the moment. Hanks suggests that he could cast a healing spell, but Bobby tells Hank that he doesn't know about that. 'What if you lose control again? What if you conjure up some alien demon queen and you decide to make out with her or whatever?' Bobby jokes. Angel looks out of the tent and tells the other that he doesn't think they were followed, before Venom appears: 'Think again, flyboy' Venom snarls.
The Beast asks Venom how he tracked them, to which Venom explains that it wasn't that tough, as they are five earthlings in a city full of martians, or whatever – plus one of them leaves a vapor trail like an F-16. Venom tells the X-Men that they leave a pretty big footprint, and if he can follow it, so can their friends, and he is guessing they will come looking for blood. Venom suggests that they need to hit the others first, and he thinks he has some good news on that front – they don't know where the space pirates are holing up, but he knows where they can start looking. 'You're a stranger in a strange land, just like us. How'd you manage to uncover any leads?' Bobby asks. 'Let's just say... we can be real persuasive when we need to be' Venom replies, remembering how he left the severed body of the green alien strewn up in an alleyway.
'You know what? I don't need to know how you find your clues. You've got intel that'll help us? That's good enough for me' Bobby announces to Venom. 'All right then. Let's go' Cyclops agrees, but Jean tells him that he is not in any shape to be going with them. Scott looks at Jean and declares that he is coming, as they have his Dad – he is going to see this through. 'Kid's got moxie. It's gonna get him killed...but we like it' Venom remarks as he opens the curtain.
Elsewhere, in a spaceship that is nestled on the edge of a cliff, Christopher Summers a.k.a. Corsair screams as he is tortured. He is strung up with some energy ties, while his teammates Ch'od, Hepzibah and Raza are restrained behind him. The alien dubbed Killer Thrill, who has a blue costume and large red hair grins and tells Corsair 'That's it, cutie pie – give Killer Thrill your very best shrieks and squeals. It makes me so warm and tingly' she exclaims. 'What do you want to know?' Corsair asks. Wearing one of the alien Symbiotes, Killer Thrill tells Corsair that she feels a connection between them. She isn't sure if they are soul mates or anything, but she just knows she is going to miss these bittersweet moments when he is gone. 'Stop it, witch! This is no interrogation! Torture, this is!' Hepzibah calls out. Killer Thrill goes over to Hepzibah, who tells her that if she wants someone to punish with her hand, then she should try her.
'My hand?' Killer Thriller asks as energy crackles from her, to Hepzibah, who drops to her knees. Killer Thrill boasts that she doesn't need her hands for Hepzibah, although does admit that getting her hands a bit dirty with Hepzibah sounds delightful. Killer Thrill explains that she is a buzz-psychic, that she has these cute mental power, but only when her blood is pumping. She turns back to Corsair and tells him that she is not torturing him because she needs information, they already know they are going to peddle the Starjammers off to whoever gives them the biggest payday. 'I'm torturing you to fuel up' she reveals. A human-looking male with what appears to be half a Symbiote covering his body appears and informs Killer Thrill that the offers are in. He adds that the Brood has made a bid, and it sounds like they want them bad. Killer Thrill supposes that playtime is over. She tickles Corsair's face and tells him that playtime is over, before leaving with the human, telling him to send a signal to the rest of the team – shore leave is cancelled, they leave for Brood-space in three hours – with or without them.
Elsewhere on the planet, several numbered warehouses are lined up next to each other, 'That's the place' Venom announces as he motions at one of the warehouses while he and the X-Men crouch behind a large container. Venom informs the X-Men that the guy inside is called Haze Mancer, that he can tell them what they nered to know about those space pirates. Jean reports that she has heard that name before, at the cantina, the bartender hinted that the Mancer guy has something to do with the Symbiotes. 'He's... he's an arms dealer' Venom reveals. Warren looks at Scott and suggets to him that he sit this one out, but Scott declares that will not be happening, that he can't be too far from Jean, as he needs her telekinetic bandages to keep him from bleeding to death, and the others can't afford for Jean to sit the encounter with the Haze Mancer out. 'From what we hear, we can't take many chances with this Mancer guy' Venom tells the X-Men, adding that on Earth or in space, you don't make it in the arms trade without being a tough SOB, so they go in fast, hit him hard, they don't kill him, but they keep him alive enough to tell them what they need to know – and then they can kill him.
Inside the warehouse, several tanks contain glowing yellow matter, as the gaunt-skinned Haze Mancer stands before several robots and asks them if they like what they see – nothing but the finest Klyntar Symbiotes that money can buy – war brutes, slinkers, slasher – whatever they need. 'A few of these bad boys in yer arsenal and yew won't be fretting over tha Badoon any longer' Haze Mancer remarks. 'For what you're asking, they better offer a little more than protection' one of the robots remarks, before asking the Haze Mancer how he keeps gthem docile. 'Beleive me, yew don't want them ta be docile. In gact, I use a special chemical concoction ta elevate aggression' the Haze Mancer reveals, adding that those same chemicals keep the Symbiotes from running off during the bonding process. One of the robots points out that they don't see the Haze Mancer wearing one of the slime suits. 'If they're so great, why wouldn't you use one?' the robot asks. 'I don't get high on my own supply, friend. I've never had tha need to -' the Haze Mancer begins, before Venom calls out 'Mind if we cut in to offer you a little user review of the product?'
Haze Mancer looks up and sees Venom perched on a ledge above. The robots look up as well as Venom tells them that a Symbiote is not for everyone, and not to let the intel rush fool them. 'If you don't have what it takes – it's a relationship that'll eat you alive!' Venom exclaims as he drops down and lands on one of the robots. 'One of your Symbiotes – it's escaped!' one of the robots tells the Haze Mancer. But the Haze Mancer tells them that is not one of his, at least, it hasn't been for a long time. 'I was wondering where it ran off to' he adds. 'What's that? What did you just say?' Venom snarls, before the X-Men enter the warehouse. 'The “weapons” he's selling – they're Symbiotes! We're not just here to gather intel – we need to save those -' the Beast begins, before one of the Mancer's large drones slams into him. 'Time to rip up a few robots!' Iceman calls out as he increases his form into a large ice-giant and grabs one of the robots, while Angel flies past, his cosmic wings releasing fire against the robot, 'Take on the flunkies, big guy! I'll roast te boss' Angel calls out.
Marvel Girl informs Cyclops that she can't shut Mancer down without turning her attention from him. Cyclops tells heer that he will take a shot, as soon as Venom is clear. 'I'll fry him!' one of the smaller visiting robots exclaims, raising a weapon towards Venom, but Haze Mancer pulls the weapon away: 'What are youb doing? Let my drones handle this! Don't open fire in -' he calls out, but too late, as the weapon fires, and blasts Angel into several of the tanks containing the Symbiotes. One of the Symbiotes emerges from the tank, and latches on to the surprised Angel. 'Sorry, friend. We'll have ta catch up some other time' the Haze Mancer tells Venom, firing a wepon at him, it start to tear the Symbiote away from him. 'Jean!' Scott calls out as another escaped Symbiote moves towards her, and another to one of the visiting robots. Haze Mancer stands over Venom, and announces that he needs to clean up some spills – but he's too late, as the X-Men have all been connected with Symbiotes! They appear dark in their appearances and energies, as Cyclops thinks to himself 'Yeah. Definitely in over our heads. But I gotta say... it feels pretty great!'