Xavier's new students - the teenage New Mutants - are sitting in the living room at Xavier's mansion, utterly engrossed in the TV adventures of "Magnum P.I." They are in for a big surprise as, suddenly, without any warning, Cyclops, Colossus and Nightcrawler burst into the room from different sides, in full attack mode.
The New Mutants react accordingly: Cannonball grabs Colossus and blasts outside the building with him. Cyclops orders the kids to hit the floor and stay out of their way, while his wide-beam sends them scrambling to the ground. Unnoticed, an armed Kitty phases onto the first floor, intent on secretly reaching the professor's study. But what if they are making a mistake, she wonders? Downstairs, Psyche fights back by pulling forth an image of Cyclops' most primal fear - his powers going wild - which momentarily throws him off. In the meantime, Wolfsbane shifts into her wolf-form to attack Nightcrawler, while the solar powered, super strong Sunspot attacks Wolverine, who quickly dispatches of him with one blow. Wolverine intends to run upward to join Kitty, but he's stopped by Karma who tries to possess him. She is greatly surprised, when Wolverine actually manages to break her mental hold.
Kitty, in the meantime, has reached the study and wonders whether Xavier is truly infected with a Brood Queen embryo, as they fear. Could that, in fact, be why he's collected this class of teenage mutants, to have more potential hosts for future offspring? She's temporarily relieved as she sees a still-human Xavier, dozing in his office, only to realize one moment later that it is very suspicious for him to still be asleep, given both his telepathic powers and the racket downstairs. She addresses him only to find him coldly grinning and telling her that she should have listened to Wolverine instead of hesitating. Kitty fires, but it is too late.
Downstairs, the others hear the blaster sound and Sunspot once more attacks Wolverine only to once more be knocked out. Nightcrawler has had enough of Wolfsbane and simply teleports away only to reappear at the other girls' side and knock their heads together. But then, an unconscious Kitty is tossed out of the study and Xavier appears telling them not to fear for Kitty, but for themselves. Before their eyes, Xavier fully transforms into a Brood Queen.
Cyclops hits her with his optic blasts hurling her outside, where Colossus stands, holding the knocked-out Cannonball and fervently hoping he has not hurt the boy. Colossus races to the Brood Queen's side, noticing that she isn't even stunned. Unfortunately, she can read his thoughts, having inherited Xavier's powers. The other X-Men and New Mutants race outside to join them, while the Queen easily tosses Colossus aside and suggests they run for their lives.
Wolverine jumps, using Colossus' flying body as a springboard at the Queen with unsheathed claws, seemingly aiming for the Queen's hearts. At the final moment, though, he shifts targets and slices off her venomous stingers. Angrily, the Queen telepathically stuns him. Finally, Karma realizes that the X-Men are on their side and tries to possess the Queen, only to have the telepathic creature reflect her attack back at her. The injured Queen intends to fly away to treat her wounds, but Binary and Storm are already waiting for her in the sky.
Storm conjures up a blizzard to disorient her and the Queen falls down. The other X-Men race to her side with Cyclops intent on finishing the job. Wolverine suggests that he should do it, seeing as how he is the team's killer, but Cyclops holds him off. This is his responsibility. He asks the professor to forgive him and is horrified when the true Xavier answers, urging him to finish it. His personality still exists, resisting, but it will eventually be overwhelmed by the Brood Queen's. He begs Scott to kill him. Wolverine, too, urges him to do it, but Cyclops shouts at him that this was Phoenix's riff before she died. He never had the chance to save the woman he loved. He'll be damned if he'll give up on Xavier without a fight. Storm agrees, Wolverine does not and the New Mutants are in awe of Cyclops.
Later, aboard the Starjammer, Sikorsky - the Starjammers' physician - and Dr. Moira MacTaggert spend hours examining "Charles." They come to the conclusion and inform Cyclops and Corsair that, while the transformation cannot be reversed, they can try something else. During Charles' last stay aboard, Sikorsky had collected tissue samples from him. They'll use that tissue to clone a new body for Charles and then transplant his mind. A long shot, but better than nothing.
Meanwhile, in another ward of the medical bay, Kitty finally awakens from her unconsciousness to be happily welcomed by Colossus and his sister Illyana. Forgotten in the corner, stands Storm, who realizes that her love and her best friend now take precedence in Kitty's thoughts over her. She's expected this and yet she feels alone, but then chides herself for her self-pity. She's coped before. Outside, she's greeted by Kurt, standing on an observation deck and teasing her gently. However, he admits to a possible problem as they watch the New Mutants sightseeing on the deck below them. It is quite possible that they will have trouble accepting him, Nightcrawler fears. Kitty got over her fear of him, Storm reminds him. So will they.
On another deck above them, Corsair and Cyclops are standing and waiting impatiently. Scott wishes he could do something and admits that, in many ways, Charles is as much his father as Corsair. Corsair envies Xavier for that and then tells Scott about his further plans. He wants to catch up with some people while he is on Earth, before he leaves again. When he leaves, Scott asks, will he take him along? Sure, if that's what he wants, Christopher replies. But in the meantime, he's run some checks. His parents-in-law are dead, but his own folks are still alive. Would Scott like to meet his grandparents? Scott is deliriously happy at the thought that he has even more family and gives his father a hug.
The tender moment is interrupted, as Corsair's fellow Starjammers bring a not-too-welcome guest aboard: Gladiator, praetor of the Imperial Guard, one of the members who stayed loyal to Lilandra. Corsair wonders what Gladiator wants, considering he swore to never walk these decks until he'd seen the Starjammers dead or enslaved. Coolly, he asks Gladiator what he wants. The praetor arrogantly demands to see Lilandra at once. On his ship, Corsair replies, he doesn't demand, he'll have to ask. Grimly, Gladiator repeats his request in a more polite form and is led to Lilandra, who is busy going through Sikorsky's files on Xavier and worrying about her lover. Their relationship is always torn apart by duty. And what of her empire, she wonders. If the Brood didn't betray her sister Deathbird, she is Empress by now. Does Lilandra have the stomach to lead another rebellion as she once did against her mad brother?
Gladiator enters, sadly confirming Lilandra's suspicions and admitting that Deathbird is mad and unfit to be empress - as long as Deathbird rules, there will be no peace. There is more grave news, though. Upon his arrival on Earth, he unintentionally came in conflict with the Fantastic Four. Later, he learned that they had recently encountered Galactus. The World-devourer had come to Earth to die, but Richards intervened, restored him to health and gave him a new herald. Lilandra is seething with rage.
Somewhat later, a hologram of Lilandra, in full regal warrior armor, is transmitted into the bedroom of Reed and Sue Richards in the Baxter Building. Haughtily, Lilandra tells them that she has been informed of their crime of saving Galactus - he who is a threat to all that lives. Should Galactus once more consume planets known to the Shi'ar, Richards will be, in part, held responsible and tried to the full extent of Shi'ar law. The Torch and the Thing enter, alarmed by the racket. Lilandra points out that it is about time that Earthlings acknowledge their responsibility to their fellow beings, before the transmission ends, leaving the FF, who do not take her threat seriously.
On the Starjammer, Lilandra steps out of the Holo-chamber, whishing she could make good on her threat, but she is once more a woman without a world. She and the others are joined by the recovered Kitty - and Xavier, much to the joy of the others. The operation has been a complete success. There's more to come though, as Charles carefully stands up from his hover-chair. He explains that he could not walk in the past, since his legs had been crushed beyond repair. But his new body is in perfect condition. Words cannot express how he feels, as, for the first time in over fifteen years, he is a whole man.
With these words however, Xavier stumbles in pain and falls. He fears that this is his own fault. Since his legs were crushed, he has used his PSI powers to block out the pain. Now, a psycho-somatic response still exists. While, physically, he can walk, his mind won't let him. That can change with practice, Mora informs him. Lilandra tells him that she will provide the best encouragement, while Moira adds that if Lilandra's tender, loving care won't do the trick, she'll be more than willing to help out by kicking him in the butt.
Xavier addresses them all, telling him he's rarely witnessed so happy a day. To see both his friends, whom he believed dead, return and have his health restored are more blessings than anyone deserves. He belatedly introduces the New Mutants to the X-Men and hopes they'll all become friends. As an additional benefit, he adds, Kitty can now study with children her own age. She is too young and too little is known of her powers for her to function in the dangerous role of an X-Man, Xavier decides. As of now, she is a New Mutant. Hearing his judgement, Kitty and the X-men are dumbfounded.