The X-Men realize that their ship is under attack by the Brood. The leader - hunt-master T'crilee - contacts the Brood Queen and asks for instructions. So far, they have fired warning shots at the Z'reee Shar, without any results. The hunt-master is informed that the X-Men and Lilandra are on board of the yacht and that they are all to be taken alive and unharmed with one exception: Wolverine, who managed to somehow kill the Brood-embryo that was implanted within him. He may be killed. The others are to be kept alive at any cost.
Aboard the Z'reee Shar, the X-Men debate what to do. The warning shots are coming closer and closer. Lilandra explains that they cannot outrun the high-velocity Brood fighter-crafts, as long as they remain sub-light and they are still too deep within the star's gravity well to shift into warp-space. Also unfortunate, the yacht isn't a war ship - it is poorly armed. They will have to make do with the weapons they have. They are to use them and their powers to kept the Brood at bay.
Carol Danvers, Colossus and Cyclops wonder, in the meantime, why the Brood keep missing. They cannot be that poor shots, they must be missing them deliberately, but why? Leaving Kitty to care for the still recovering Nightcrawler, Carol, Colossus and Wolverine head for the weapon control center, where they are presented with a mix of easy-to-use blasters and computer-guided missiles. Carol and Logan quickly get into the spirit of things, while Colossus is hesitating. He is too slow to properly use the weapons and his doubts of killing aren't helping.
In another part of the ship, Cyclops stands in a bay, surrounded by a newly formed ruby quartz bubble that allows him to directly use his optic blasts against his foes, without damaging the yacht. Scott wonders what secret Wolverine is keeping from them - it has to be connected with the Brood's behavior. He vows to himself to have a talk with him after the battle and then focuses on the foe. Realizing that the Brood ships are alive, he attempts to make them back off, without actually destroying them. On the other side of the hull, Storm is in a similar bubble. While her weather powers are limited in space, she can still use her lightning. She too tries no to harm the ships but she finds that her lightning runs out of control and kills them.
Huntsmaster T'crilee orders his men to ignore the casualties, maintain the attack and focus on the engineering sections. The Z'reee Shar's shields are buckling.
On the yacht, Lilandra grimly informs Kitty and Kurt that they've been hit. The control elements of the warp-drive are inoperative and repairs can only be affected from the outside. Kurt volunteers to go, but Kitty cuts him off. He's still barely able to stand. She'll go. Cyclops and Colossus disagree but she curtly tells them that she's the only one for whom this isn't dangerous. She can phase through any beams, she tells them, as she phases into the pressure suit. And Lilandra can monitor her progress via the suit's video camera and radio and tell her what to do. Kitty phases outside and goes in search of the damaged module, realizing outside that she may have bitten off more than she can chew. Inside weapon control, Carol, suddenly suffers a bout of dizziness that passes as quickly as it came.
The Brood notice Kitty on the hull and try to stun her. No such luck, as she phases through the beam and gets to work. The Brood realize, though, that something must be wrong with the yacht. Otherwise, it would have gone into warp by now. Sensing their chance, they close in.
Inside the yacht, Cyclops realizes that their return fire is getting weaker and asks Storm why she isn't helping. Storm, crouching on the ground, shouts that her powers are out of control. And she will not kill, not even for them.
Outside, Kitty radios Lilandra to tell her that she's replaced the primary module, when suddenly she screams in pain. A piece of shrapnel that she didn't see hit her but the suit's sealed itself off. It's probably not too bad, she states. Lilandra insist that she break off the mission, but Kitty refuses. She is determined to see this through.
Inside, Carol suffers through another worse spell of weirdness, full of strange but not unpleasant sensations. She realizes that this has to be a belated reaction to the Brood's evolutionary modification. They've triggered something in her, but what? Carol starts glowing with a strange energy and she finds she can use the energy to destroy the Brood ships. At the same time, Kitty's finished the repairs and tells Lilandra to throw them into warp. Lilandra complies but, when she calls Kitty again, the girl doesn't answer.
Back on Earth, at Xavier's reconstructed school, Xavier is busy fixing dinner for himself and the mansion's current only other occupant: Colossus's teenage sister, Illyana Rasputin. Xavier telepathically calls Illyana and the girl tells him, she's been exploring the mansion. Everything's just the way she remembers it, though with only the two of them here, it is a bit spooky. Moira MacTaggert will join them come Monday, Xavier tells her. Illyana is happy at that bit of news. She really likes Moira, she bursts out, only to quickly add that she likes the Professor too, of course.
During dinner Illyana asks Xavier how it is possible that sometimes she hears his voice when he isn't around. And when she came to the mansion, she only spoke Russian. But then, Xavier touched her forehead one night when she was falling asleep and she could speak English from the next morning on. How is that possible? He taught her, Xavier states and then explains his telepathic powers to her. Illyana nervously asks whether he knows what she's thinking and he calms her, stating that her secrets are safe from him. Illyana, of course, wants to know if she is a mutant as well and Xavier admits he isn't sure. She can do neat things like her brother, Illyana smirks. What things? Xavier asks but Illyana answers evasively.
Xavier notices that Illyana's thoughts are protected by an extraordinarily sophisticated and powerful shield. It might be natural but, given her background - the seven years she spent as a prisoner of the evil sorcerer Belasco - he doubts it. He should endeavor to find out what happened to her but he simply no longer has the strength to care, he realizes. Let Moira handle Illyana - he just wants to be left alone.
On the hull of the Z'reee Shar, a very hurting Kitty awakes from her unconsciousness only to be expected by Carol, who is now glowing like a star (and somehow has a new costume in the bargain). Carol can apparently easily exist in space now without any life support system.
Carol gets Kitty inside and revives the others. While Kurt and Peter examine Kitty's injuries, Lilandra explains the situation: the warp-system is now completely inert, as are the powers systems - therefore they have no life support. Unless they regenerate the matter-antimatter drive somehow, they'll die soon. In order to do that, they need to saturate the cells with energy and Storm's lightning or Cyclops' optic blasts aren't anywhere near enough. Carol's new powers - the functional equivalent of a star - however, are. Although it pretty much takes everything she has, Carol manages to energize the cells, leaving the others astonished at her power levels. Lilandra order everyone to catch some rest. There'll be enough work to do afterwards.
Some time late, Colossus and Carol, in her energized form, are doing repair-work on the hull. Carol explains her theory on what happened to her: her old friend Captain Marvel was gifted with cosmic awareness, the ability to become one with the universe. She has gone beyond that. Instead of a spiritual merge, she somehow taps into a "white hole," the primal fabric of the universe. As a result, she can generate heat, light radiation across the whole spectrum, gravity and her entire perceptions have changed.
Colossus notes that she sounds very happy about those changes and hints that the X-Men could use that kind of power. She's a mutant now and she's always been a friend. Carol thanks him for the offer. The problem is that this would mean living and working on Earth and, ever since she's been a teenager, she's wanted to explore space. Now, that wish might very well come true. However, she adds somberly, either way there'll be a price to pay. Returning to Earth would be rejecting her heart's desire. Fulfilling it will mean leaving everyone and everything she loves. Earth was Carol's home, but she fears it has no place for Binary.
Inside, Nightcrawler examines Kitty and pokes some fun at her impatience. She's not completely recovered yet, he decides and orders her to stay in bed. He'll check up on her later. With that, he teleports onto the command deck and loses his fake smile. He asks Cyclops about the status of the mediscan systems. The whole computer network has to be purged and recycled, Scott states. It won't be on-line any time soon. Why?
Kurt explains that Kitty has almost fully recovered, which is more than odd, considering that, barely a day ago, she was dying. The shrapnel that tore into her side introduced radioactive elements into her bloodstream. In addition to that, she absorbed a lot of radiation from the warp transition - enough to kill a score of people. Nevertheless, she's in perfect health and it's certainly not because of anything "Dr. Kurt" did. Wolverine enters the deck, brusquely telling Nightcrawler that some questions are better left unanswered. The kid's fine, what more do they want?
Cyclops has had it with Wolverine's attitude and demands an answer. Logan, in turn, angrily berates him: why didn't Cyke back him up against the Brood Queen? Had they killed her, they might have crippled their whole race. Cyclops reiterates that X-Men don't kill. "Wanna bet", Wolverine snarls and unsheathes his claws, only to back off a moment later. He apologizes, tells the others without meeting their eyes that everything's fine, there's no need to get upset about anything and leaves the room. His two teammates aren't fooled: something is very wrong. Kurt offers to talk with him, they are friends after all, but Scott asks him to stay and help Lilandra with the repairs. He's starting to see a pattern forming with Kitty's sudden recovery and Logan's behavior and he means to find out what it is.
Inside the shuttle bay, Storm is desperately in search for some space for herself. The bay is the only place onboard where there is enough room for her to create some weather and fly. She recalls that, for some reason, she couldn't properly attune her spirit to that of the Brood's world. Then, she believed it was because the Brood has corrupted their world's life-force. Now, she fears the problem may lie within her. She's losing touch with her essential self because something within her is disrupting the harmony of mind, body and soul.
Storm takes to the air, unaware that Cyclops has entered the bay, and suddenly and violently falls down, convulsing with cramps in her stomach. Cyclops hurries to her side. Storm, in tears, asks him to leave her alone, but he refuses: something is tearing them apart and they cannot go on denying it. Storm admits, that she fears that she is beyond any help. She is consecrated to life. Her power - her very soul - is bound to the primal lifeforce of Earth. Removed from that environment her powers may still work, but her soul is withering away. How will she ever regain what is lost? Angrily, she rages that being aboard this vessel surrounded only by steel and synthetics makes it worse. She needs life to sustain her. Something within her is changing her and she has no idea what it is.
She almost falls again, succumbing to another spell of weakness and Cyclops tells her to go to bed. She's sick. Storm wonders about that irony. She's never been ill a day in her life and is now suddenly ailing, whereas Kitty recovers from a lethal dose of radiation. It is as though she has become a stranger to her own body she states, suddenly trailing off. She has found an answer. Turning her awareness inside, she senses life within her, a child. But how is that possible, she wonders. She probes deeper and suddenly cries out in horror. Her eyes flare and a gust of wind sweeps Cyclops out of the bay. The hatch closes and Cyclops sees that Ororo leaves with a scout ship. The others join him and he explains what happened. But why did she leave her costume behind? He orders Carol to follow her. Once she's out of sight, they'll never find her.
Maybe that's what she wants, Wolverine interrupts. Scott's had it. He demands the long overdue explanation and Wolverine gives in. He should have told them earlier he apologizes, but it hurt too much. He considered killing them but a small part of him was hoping for a miracle. He explains how the Brood infected them all with Brood Queen embryos that are hatching within them. They cannot be removed. Eventually, the X-Men will all metamorph into Brood Queens, with their memories and powers intact and the capability to pass these abilities on to their progeny. In Wolverine's case, his mutant healing factor kicked in and killed the embryo, almost killing him in the process. Another reason why he couldn't tell them. He was ashamed that he would survive.
The embryo, Wolverine continues, possesses an degree of awareness and can step in to ensure their survival. Hence Kitty's embryo cured her. But they can just as easily be nasty. The X-Men react to this revelation with grief, shock and rage, but no one so much as Carol. Transforming into her Binary form, she tells them that the Brood have no idea of the meaning of the word "nasty". But she'll show them. She burns a hole through the hull and takes off without realizing that she endangers her friends, who are in the process of being sucked out into space.