At the Xavier Institute, deep below in Beast’s lab, Reed Richards looks at some incoming data and begins to worry. Beast joins Mr. Fantastic at the monitor and stares at the image of the sun. Not understanding what is wrong, Beast asks the man beside him about what in the image worries him. Does he care to explain it in layman’s terms?
Reed notices that Beast still has his sarcastic wit, despite his recent transformation. He then apologizes for his simplistic analysis a few seconds ago. However, this new sun flare that they are witnessing right now does not bode well for the rescue mission that Sue, Thing, Wolverine, Emma, Nightcrawler and Gambit are currently engaged in. Reed explains that he has been tracking a unique cosmic irregularity in the orbit of the Simulacra space station. Concerned, Beast wonders why Reed didn’t care to mention that before they sent their loved ones out. Reed tells Beast that, at the time, there was no reason for concern, but now the neutrino levels of the flares are rising.
Beast asks Reed what they are looking at now with this situation. Reed simply states that they are looking at a possible recreation of the cosmic phenomenon that gave the Fantastic Four their powers. Long ago, Ben, Sue, and Johnny accompanied him into space on his prototype rocket. They quickly learned that the ship’s shielding wasn’t strong enough to keep out the cosmic rays they flew into. After crash landing on Earth, they changed in ways no one could predict.
Beast interrupts Reed and reminds the man that the origin of the Fantastic Four has been quite documented, but what he wants to know is what will happen to Ben and Sue if they are bombarded by more cosmic rays. Reed, however, tells Beast that he is more concerned about the X-Men. There is not telling what could happen to someone with the mutant X-factor. Fortunately, the team should be fine as long as they don’t run into any unnecessary delays.
Simultaneously in space, the group of heroes who have been sent to the Simulacra space station find themselves confronted by a horde of Brood warriors. Trying to make light out of the situation, Emma points out that they at least know what happened to the crew aboard the ship. Thing asks the X-Men what exactly the Brood are. Wolverine pops his claws and explains that the Brood warriors are alien parasites who inject their eggs into human hosts, who act as incubators. Thing then comments that he hates bugs.
One of the Brood tells the Thing that they hate humans too, if that is what he really is. Surprised that the creatures can speak, Thing admits that aliens usually can’t talk in the movies. Nightcrawler informs the rocky man that he will find that the Brood are a bit different from any alien he has seen on film. Indeed, replies one of the Brood, as it whips the Thing in the chest with its tentacle like arms.
Thing supposes that the time for pleasantries is over and asks Nightcrawler one last question: do the Brood have acid for blood? No, replies Nightcrawler. Pleased with the answer, Thing then smashes his fist into the head of the alien who attacked him. The other Brood warriors charge the heroes. Emma turns into her diamond form and punches one Brood warrior away. Nightcrawler leaps into the air, as the Invisible Woman erects a field to protect herself.
Nightcrawler arrives on Wolverine’s side. The Brood warriors recognize Wolverine, as stories have been told of how he has slain so many of their brethren. Wolverine tells the aliens that most legends are based on facts, so its time they came face to face with those facts. Nightcrawler finds a pipe lying on the ground and decides that it should do well as a weapon. Wolverine remarks on how this fight is like old times for him and Nightcrawler, and then asks his old friend if he is ready. Armed with his pipe, Nightcrawler responds that he is ready now. The two then charge their opponents.
Suddenly, a warrior tells his brothers to back off, as they should attack from afar. The Brood then begin to distance themselves from the heroes, but find themselves bombarded by kinetically charged playing cards. Gambit steps forward and tells the Brood that they can fight close up or far away, but it makes no difference to the X-Men or Fantastic Four.
Sue looks up to see that only two Brood warriors remain. Emma sets up a telepathic network between all of the heroes and explains that, since the odds are a little even right now, she and Sue will go find the crew members while the boys stay behind to finish the fight. Thing tells Emma that there may be more Brood around, so the girls should take Gambit with them in case. Gambit agrees with a smile, commenting that saving damsels in distress is his specialty. Sue and Emma turn to Gambit and give him looks, as if he is actually serious that he could ever consider them damsels. Gambit tries covering up his tracks and states that he was referring to any crewmembers who needed his assistance. “Nice try,” comment the Thing.
Wolverine tells the ladies to get going and the guys will take care of the Brood. Emma, who has already telepathically located the crewmembers, has Sue and Gambit follow her down a corridor. Thing, Wolverine and Nightcrawler prepare for battle, but are unaware that the Brood themselves are telepathically communicating. In fact, one of the warriors informs mother that the heroes are coming for her.
Elsewhere, Emma leads Sue and Gambit to another room and tells them that the crew is inside. Sue tells Emma and Gambit to stick close to her, as she turns all three of them invisible. The three then enter the next room, which is mostly barren. In one corner, Sue spots four, motionless crewmembers. The three rush to the survivors, dropping their invisibility along the way. Sue lifts up the head of the female crewmember and asks the woman if she is all right. However, what she sees is not what she is expecting.
Sue finds two holes in the woman’s abdomen and wonders what the monsters have done to the poor woman. Gambit sorrowfully informs Sue that they are too late, for the Brood have already implanted the humans. Sue asks the two what the crew are implanted with. Eggs, replies Emma. Sue questions if the eggs are Brood eggs. Suddenly, an inhuman voice responds yes…her eggs.
All three turn to see the Brood Queen round the corner menacingly. The large Brood Queen tells Sue that she will become a host as well now. When they reach the Earth, her friends, husband and children will also be hosts. Angered, Sue asks the Queen if she dares threaten her family. She informs the creature not to count her eggs before they hatch. Sue then lifts herself up in to the air with an invisible platform. She then creates a sword, which she uses to chop off the Queen’s tail. The Queen screams in pain, but informs Sue that she is only part of a scouting party. Where they go the Brood armies follow.
Sue does not listen and, in a rage, stabs the Brood Queen over and over. With her final blow, she tells the Queen that her armies will follow her to the abyss then. With Brood blood all over her face, Sue finally comes down. Gambit is in awe and vows never to make a damsel in distress joke ever again. Emma puts her hand on Sue’s shoulder and admits that she didn’t think the woman had it in her. Sue replies that she goes to great lengths when pushed. Emma hopes that Sue is ready for what comes next. Sue is confused and asks what they have to do.
Emma coldly states that that all the crew are infected by the Brood. They cannot be allowed to live. Angered, Sue asks the other woman if she is out of her mind. Emma grabs Sue by the shoulders and tells her to be rational, not emotional. Each of the crew is now a host to a Brood egg, which will hatch and take over the bodies of the host. They are no longer human, so they should be put out of their misery. Sue breaks away from Emma and refuses to accept that fate for the crewmembers. Reed can most likely cure them. Emma warns Sue that she will telepathically restrain her, but suddenly Sue knocks away the telepath with a force field.
Gambit goes over to the downed Emma and comments that it is hard to catch a telepath unaware. Sue informs Gambit that Emma’s not the only one who has powers that work at the speed of thought. Gambit admits that Emma is not his favorite teammate, but she is handy in a fight. He hopes Sue has a plan. Sue walks over to a computer and finds that a jamming device has been planted on the controls.
As Thing, Wolverine and Nightcrawler join the rest of the group, Sue disables the jamming device and hails the Xavier Institute. Reed replies and is glad to see his wife, as there is little time left. Wolverine comments that he hates it when Reed says that. Sue is confused and asks her husband what is wrong. Reed explains that the X-Men and Fantastic Four must evacuate immediately. Solar anomalies have created a cosmic storm like the one that gave the Fantastic Four their powers. Cyclops and Beast arrive; the former informing that there is no way for them to know what effect it will have on the physiologies of the X-Men. Cyclops then notices that Emma is missing and asks about her.
Sue questions about the fate of the crew but, after an inspection, Wolverine tells her that they are as good as dead. The eggs are hatching now and it will be only a few hours before they become full blown Brood. Wolverine pops his claws and announces that they have no other choice. Before he can kill one of the crewmembers, though, Sue restrains him with her powers. She tells Logan that there is always a choice, but Thing reasons with her and reminds her that the choice here is them or the crew. He doesn’t like the situation either, but if he were infected he would want to be put out of his misery as well. Sue throws Wolverine back and announces that they are leaving the crew members alive, Brood or not. Once the storm has passed they are coming back for them. Wolverine complies, but hopes that they are not making a big mistake.
The X-Men and Fantastic Four rush back to the X-Jet and take off from the Simulacra. However, Thing soon finds that they have cut things too close and orders everyone to hold on tight. Wolverine asks Ben if they are going to make it, to which Thing replies that Logan should always trust the pilot. Unfortunately, it is too late.
There is a blinding flash of light and suddenly the X-Jet begins to shake. Nightcrawler wonders what is going on, but the conscious Emma realizes that the cosmic storm has caught up to them. The X-Jet is then hit by the storm, causing immense pain for the four X-Men aboard, but doing nothing to Thing or Sue. Wolverine falls over in his chair, much to the dismay of Thing.
The X-Jet reenters the atmosphere and crash lands in the woods behind the Xavier Institute. It streaks across the forest until it finally comes to a stop. All is still in the X-Jet, when suddenly four odd creatures walk out: a half visible Nightcrawler, a rock hard Emma Frost, a Gambit who is covered in flames, and Wolverine whose arms are stretching forth. Unfortunately, none of them look too happy… or sane.