Cyclops has just recently learned Corsair is his father. He's also learned that Storm has known for quite some time. Scott is not happy to have had the truth hidden from him, and he yells at Corsair. They soon have other problems, however, as the Blackbird is teleported en masse into a Shi-ar warship! Shortly thereafter, the other X-Men are also taken from the Caribbean to appear in that same hangar bay! Xavier demands to speak with Lilandra, but Chancellor Araki explains that is impossible, and takes the X-Men to be briefed.
Lilandra was captured and taken to Earth. The Shi'Ar are planning to send a detachment down to retrieve her, but Xavier points out that will lead to Lilandra's death, and the deaths of many of earth's inhabitants. As Shivarn'n Halanau (consort), Professor X forbids that plan, and Chancellor Araki gives him one day to retrieve Lilandra or they'll invade anyway. He also demands two X-Men stay on board as hostages, and after a brief consultation, the X-Men leave Kitty and Kurt behind, but not before Professor X forms a mind-link with Kitty to give her all his knowledge about the Shi'ar. The X-Men are then teleported back down to earth.
The X-Men go to Avengers Mansion to get some help, but they only find Tigra at home. Tigra agrees to accompany them. While there, Storm and Corsair take off on their own.
On the ship, Kitty is getting her first view of Earth from outer space. Then Kitty shows off the clothes-making machine she discovered. She reveals to Nightcrawler that she's playing with the machine to mask her hacking into the ship's computers to get blueprints and other data.
Corsair and Storm are walking in Manhattan, talking. Suddenly, Corsair is targeted by a mysterious foe. The gunsman, a Brood warrior, is taking orders from a shadowed figure with wings, who commands the Brood to terminate both. The Brood fires! The Psi-Scream creates private nightmares for both of them, disabling them for Deathbird's attack. But the X-Men arrive just then, Cyclops blasting Deathbird from the sky!
Tigra leaps at Deathbird, tangling with her in the air, but is ultimately repulsed, although she of course lands on her feet. Deathbird tries to blast Professor X with a bizarre weapon, but Colossus blocks the beam. Cyclops nails her again, and Deathbird retreats back into the construction site from which the sniper fired. Wolverine goes in to smoke her out. Colossus and Scott grab Storm and Corsair, who are fighting each other thinking they are battling some of their worst foes. While the X-Men hold them down, Professor X clears their minds from the effect of the Brood weaponry.
Wolverine comes across Skur'kll before he can fire again, and defeats the brood warrior easily. However, other snipers have found targets, and Storm gets caught in some strange strand-projectile that wraps around her. Another one fires at Professor X, but Colossus again intervenes, only to discover the shot is acid, and it burns! Tigra jumps and grabs Storm, throwing her towards Wolverine who frees her. Storm uses water to cleanse the acid from Peter, but damage has been done. The X-Men leave Colossus and Professor X outside, and go in to the structure to find Wolverine polishing off another Brood warrior. Catching up to Corsair, the X-Men blast through the last of the Brood opposition, only to find Deathbird with her hands at Lilandra's throat! Deathbird distracts them with a bright explosion, and races to her escape craft, leaving the X-Men amidst the ruins of the construction site.
The X-Men carve their way out, only to discover Colossus grieviously injured and Professor X missing. As if it couldn't get worse, the police arrive and tell the X-Men they are under arrest!