The X-Men have just escaped the rubble of the collapsed IBM construction site (last issue) to discover Professor X missing and Peter Rasputin on the brink of death, struck down by Deathbird! And at that moment, New York's finest arrives to place our heroes under arrest. Tigra, an Avenger assisting our heroes, tries to get them off the hook, but they aren't buying it. Suddenly, and to the dismay of air traffic controllers, the Starjammer appears directly above Manhattan. It beams up the X-Men (to the dismay of the police) where they are greeted enthusiastically by the Starjammers! Sikorsky is allowed to treat Colossus.
On the Shi'ar warship, Kitty is still playing with the clothing machine when Admiral Samedar makes a call on the monitor. He takes delight in showing them Colossus being stabbed by Deathbird and then cutting the video, leaving Colossus's fate unknown. Shortly after ending his conversation with the X-Men, he makes a call to... Deathbird!
Aboard Deathbird's ship Professor X is coming back to consciousness. He reaches out with his mind before opening his eyes, and is shocked to detect a fearsome presence nearby, but when he opens his eyes he can see only Lilandra! Deathbird pays them a visit, and Lilandra attacks her, but is easily repulsed. Lilandra reveals that Deathbird has been cast out of Shi'ar society, and that she cannot become empress while Lilandra lives.
On the Starjammer Corsair and Cyclops share a tender father son moment, and we're told again their origin - how Katherine Anne Summers and Christopher Summers plane was attacked by a Shi'ar vessel, how Scott and Alex were pushed from the plane with the only remaining parachute, how Katherine was made a part of D'Ken's harem and how he killed her to get to Christopher. Just as they're coming to terms with their relationship, the Starjammer catches up to Deathbird's vessel. The X-Men and Starjammers prepare for boarding, only to get ambushed in turn by the Brood's Acanti vessel! They are swallowed, and they prepare to 'board' the larger vessel.
They blast out of their own airlock with a recovered Colossus leading the way, directly into the surprised Brood boarding party. The battle is fierce, so fierce even the Acanti itself is harmed, shuddering under the pain. The Brood command tries to gain an advantage by reducing the combat area to zero-gee. This does not tilt the odds nearly as much as the Brood clan-master had hoped.
While the X-Men and Starjammers are distracting the Brood warriors, Cyclops and Corsair have made their way onto Deathbird's ship to rescue Professor X and Lilandra. Brood are about to fire upon them when they arrive, but they handily deal with the Brood warriors. They hurry to rejoin the other heroes, but Storm is not with them.
Storm is engaged in a battle versus Deathbird. Dodging one of Deathbird's spears, Storm noticed the Acanti started bleeding when the spear stabbed it. Shocked that the vessel was alive, she left herself open for Deathbird to order the nearby 'portal' opened, and Deathbird kicks her out into space!
Sikorsky calculates there is 30s to rescue Storm, as the Starjammer blasts its way free of the Acanti. They manage to rescue Storm in time, but the Starjammer's engines are too damaged to make it back to Earth in time to stop the Shi'ar from destroying the planet!