In Times Square, Cyclops, Storm, the Invisible Woman, the Human Torch and the Thing square off against a horde of Brood, who attack from both the air, as well as the ground before them. Before any battle cries can be yelled, the Thing grabs one Brood by its tail and swings it into a car. Storm creates two mini-whirlwinds to take care of the Brood accosting her. Sue traps one in an invisible bubble, before impaling it with some spikes. The Human Torch unleashes a wave of fire, as Cyclops blasts away Brood with his optic blast.
As another wave of Brood steer straight towards the heroes from the sky, the Thing mutters that the Avengers picked a perfect time to disassemble. Feeling overwhelmed, Sue tells Storm that there are just too many Brood for them to fight like this. They need to fall back and come up with a better defense against the aliens. Storm agrees, but tells the woman that they need to curb the tide first before the Brood can overwhelm them.
Cyclops looks up to the air to see that the Human Torch has spread himself too thin, though Scott admits that they all have. He then calls all the heroes to his side. The group gathers to his side and he tells Storm that he needs her to fly him up to the approaching Brood swarm. The Torch is shocked and asks Cyclops if he actually intends to go up there. Cyclops tells Johnny that they should take the fight to the Brood and asks the rest to be prepared to fight whatever survives the drop. Will you be doing the dropping, asks the Torch. Cyclops smiles and tells the other man that just like in football, he is about to go long.
Storm lifts Scott into the air and, once they are high enough, asks him if he is sure if he is ready. Ready as I’ll ever be, replies Scott. He then exclaims that he is ready to end this fight now as he unleashes an out of control optic blast at the next incoming swarm of Brood warriors.
Cyclops continues his barrage of optic blasts, as the Brood fall hundreds of feet to the asphalt below. The Torch and Invisible Woman are surprised, however, to see that the Brood are surviving the impact. The Thing begins to punch the Brood, as he claims that the aliens do not know the meaning of impact. Sue begins to encase the brood in her fields, leaving them exposed to the white-hot fire of the Human Torch.
Back at Four Freedoms Plaza, Mr. Fantastic monitors the battle via video screen. Beast asks his ally how their teammates are doing. Reed informs Beast that they are holding their own, but are running out of steam. Hopefully the cavalry will about to come calling, says Beast. However, how will they stop all the Brood? Mr. Fantastic tells Beast to have faith, as he has already come up with an idea to stop the Brood. It all depends if the reversal of the transformation of the X-Men works. Beast assures Reed that it will work. Reed is unsure, and mentions all the variables. Beast reminds him that all the variables have been accounted for.
Beast asks Reed who of them needs faith now. It is unlike him to be self-doubting. Reed apologizes, but Beast has already surmised what the problem is. Reed is worried about Ben. Reed acknowledges that it is true. He has tried, but to date he is unable to find a cure for the Thing. Now they are on the verge of curing Hank’s teammates and it leaves Reed wondering if he has tried hard enough to help his own friend. Beast reminds Reed that the situations are different. The mutant genome has prevented the changes in the X-Men from being permanent. Reed knows this, though, and is worried more about Ben’s emotional response. He might lose faith. Perhaps, replies Beast, Ben will have hope again. Reed realizes then, that Beast is correct.
Reed tells Beast that they should know see if they can make these monsters mutants once more. The two begin the experiment, as four fine laser beams are aimed at each respective tube containing Gambit, Wolverine, Nightcrawler and Emma Frost. Suddenly, changes begin to occur in the X-Men. The tubes all shatter as the X-Men awaken. However, Wolverine begins to growl in a feral way.
Back in Times Square, the remaining heroes continue to fend off against the Brood. The Torch descends from the sky and asks Thing where Ripley is where you need her. Thing assures Johnny that the game isn’t over yet for them. As Storm uses her lightning to defend the city, she finally gives in and admits that the Brood are not giving up. Sue is not sure how much longer they can all keep this up.
Soon, Sue, Storm and Cyclops find themselves trapped inside a circle of menacing Brood. Suddenly, a familiar voice tells Cyclops that there is no need to be in the defensive when they have a killer offense ready to join the game. All turn to see the recovered Wolverine, Gambit and Nightcrawler with the Beast.
Thing asks Gambit if he is up to his old tricks again. Old tricks, questions Gambit. He then kinetically charges a car and tells the Thing that he always has something new up his sleeve. Thing chuckles and admits his mistake as he lifts up the energized car and chucks it at a swarm of Brood in the air. Wolverine turns to Sue and asks “Miss Fantastic” if she could give him a push in the right direction. That’s Mrs. Fantastic to you, replies Sue, as she uses her powers to throw Wolverine at another approaching swarm of Brood. Wolverine tells Sue that he will try to remember that as he slices the Brood to pieces.
Storm tells her teammates that there is no time for banter. The Torch agrees and announces that they have a war to win. He then sets a group of Brood ablaze. Nightcrawler, armed with a sword, teleports all around the street as he slices the Brood to pieces. Beast enters the fray and uses his might to punch the beasts around as well. Cyclops tells Beast to exit to the side, as it is time to bring down the house. He then lets lose with another optic blast. The blast hits the top of a skyscraper and knocks a load of rubble onto another swarm of Brood.
As the heroes continue to turn the tide of the battle, Cyclops finds a moment to relax and ask Hank how Emma is, as he does not see her. Beast informs Scott that Emma is fine and that everyone is back to normal. When Cyclops asks where she is, Beast responds that he has a plan. Cyclops wonders why Reed would need Emma. Beast responds that Emma is the only one who can use Cerebra.
At Cerebra at the Xavier Institute for Higher Learning, Emma puts on the Cerebra helmet and tells Reed not to take this in the wrong way, but this is the stupidest plan she has ever heard of. Reed tells Emma to please call him by his first name, and then asks why she thinks it is stupid. Emma asks Reed that if he wanted to boost Cerebra’s capabilities now, why not have done so in the first place instead of sending some of them up to the Simulacra?
Reed tells Emma that she is referring to two completely different scenarios. The Brood’s Acanti whale-ships are in the Earth’s atmosphere, and are in Cerebra’s new range. Emma asks Reed if his scheme will work, to which Reed replies that they are all out of options. Emma then hooks Reed up to Cerebra and tells him to get ready to send the Brood on a trip that they will never forget.
Inside one of the Acanti whale-ships, a Brood tells his commander that the humans are persistent, but will soon fall. Suddenly, he sees something that causes him to panic and orders the crew to engage evasive maneuvers. Another brood informs the commander that they cannot as they are being blocked. The commander takes one look at the current situation and declares that Earth is doomed. He then calls off the attack and orders all Brood to retreat.
All the Brood’s attention is called to the sky, or rather to two omnipotent beings above them: the Phoenix and Galactus! The Brood are terrified that the two most powerful forces in the universe are here, with their attentions seemingly on each other. The commander orders the Brood to retreat, as they still have a chance to escape before the two beings begin to fight. The Brood on the ground are more terrified, however, as Galactus begins to approach them as the Phoenix begins to attack. The hundreds of surviving Brood then fly back up to the Acanti, which all turn and head back out into space, leaving the X-Men and Fantastic Four confused.
Storm wonders what is happening, as the Torch spies all the Brood retreating. Storm corrects Johnny, as it seems that they are fleeing in terror. On the ground, the Thing is equally confused, though Wolverine does not care as long as the Brood are all gone. Nightcrawler and Gambit agree. Sue turns to Beast and asks him why she has a feeling Reed had a hand in this. Beast responds that she is married to an amazing man.
Soon, the Fantastic Four and X-Men begin to clean up the wreckage in Time Square. The Fantasti-car arrives with Emma and Reed aboard. Emma and Scott embrace one another as Sue goes over to her husband. She tells him that he seems to be getting a hang of stopping alien invasions. Reed responds that he will try to not make it a habit. Beast approaches Reed and thanks him for all the help. Reed responds that neither team could have stopped the Brood on their own. They each owe each other a great deal. Emma tells Reed that his plan to use Cerebra to project a massive hallucination into the Brood’s simpler minds was not as stupid as she thought.
Thing slaps Wolverine in the head and asks him how he is, as Ben ought to wring his neck for all the trouble he gave them today. He wants to know how Wolverine stretched his adamantium like that. Clean living, replies Wolverine. Beast admits that Thing has a point as the transformation on their mutant physiology was as fascinating as it was horrifying. Now that the effects were reversed, maybe they should study the ones affected a bit longer. What does Reed think?
Reed and Ben share a look and, after a moment, Reed apologizes to Ben for not being able to do more for him. Ben tells Reed not to mention it. He saved the lives of the X-Men. If he was a mutant, Reed could probably cured him, but Ben is not a mutant. His day is coming though; he knows it for sure. Does Reed want to know why? It is because he trusts Reed. If he cannot trust his best friend then who can he trust? Reed thanks Ben and tells him that he won’t let him down. Ben then asks the others if they can get back to cleaning up this mess so they can let the people back into Manhattan.
A few days later at the Xavier Institute, the X-Men and Fantastic Four find themselves having a baseball game. Wolverine is the pitcher and asks the batter, the Thing, if he is ready for the fastball special. Thing swings and tells Logan that he will be chasing that ball back to Canada. In the stands watching are Sue and Emma, the latter commenting that the more things change… Sue interrupts and finishes by saying that the less they stay the same.
Emma is confused, but Sue tells Emma that she cannot deny that this whole experience hasn’t affected her on some level. Emma smiles and admits that, molecularly, she probably was. Is that all, asks Sue. Emma pauses and tells Sue that she doesn’t need her powers to see through her does she? Not when she can see Emma looking at her teammates, responds Sue. Emma looks at the others and tells Sue that it is nice to know that you are not alone in the world and to know that you have people who will look out for you no matter what the danger is. That’s what family is all about, says Sue.