Carol Danvers is being experimented upon by the Brood, one of whom catches us up to date on the events thus far. Carol is the subject of curiosity because her DNA is unique. The Brood scientists are able to modify her form, but her psychic resilience surprises them.
Wolverine, sneaking through the Brood city, tags Carol's scent first. He thrashes a technician, then busts into the main lab itself - the Brood don't last long. Carol's skin flows like hot wax - Wolverine crosses his fingers and smashes everything in sight - he gets lucky, and Carol collapses whole... or at least mostly whole. Her scent is no longer human. Carol grabs some cloth and a weapon, and they head off into the city.
Back on earth, Havok and Corsair return from space to where the Mansion is being rebuilt. Corsair and Alex relate that the X-Men were captured by Deathbird and given to the Brood. Corsair vows to rescue them, but refuses to take Alex with him because it will be a killing mission. Moira hopes this does not break Professor X.
Cyclops is pursued by Brood Warriors, whom he downs, and then finds the other X-Men - except they transform into Brood. He blasts them, and thinks he's losing his mind. Recalling his psychic defense training, he snaps out of what is actually a drug-induced dream. Nearby Storm is sitting in quiet meditation. He resolves on disturbing her when suddenly an image of the young brood queen forms around her features. Storm comes to, and she wants to know why she is crying, why she is at war with herself. Wolverine and Carol arrive at that moment, and Wolverine tells them they can steal Lilandra's Yacht and escape.
They grab Colossus, Kitty, and Nightcrawler - none of whom have broken the illusion yet - and split into teams. Wolverine, Cyclops, Colossus, and Carol go looking for Lilandra while the others go to steal the yacht. Wolverine debates telling the others about the eggs, but suddenly they come to a fork in the path - Lilandra is down one, and the Queen is down the other. Wolverine wants to go after the Queen, but Cyclops is having none of it - "the X-Men don't kill". Suddenly they are ambushed by Brood warriors, but the Brood are unwilling to damage the queen-hosts, and so the X-Men gain a tremendous advantage. Carol slips down towards where Lilandra is being held to free her, and Wolverine drives his way towards the Queen. Carol returns with Lilandra, but Wolverine isn't leaving until he gets the Queen.
Outside, Storm flies Nightcrawler and Kitty up as high as she can, and Nightcrawler teleports with Kitty to the outside of the yacht. All of them are finding their powers 'rough' and not nearly as fine-tuned as they remembered. Storm gets attacked by a Brood patrol ship, and leads it away from the yacht. Kitty phases into the yacht to open the air-lock for Kurt, but gets ambushed by a Brood warrior. She retreats into the airlock, but the brood follows. She doesn't want to cycle the lock because she won't murder the brood - but it attacks her and she phases, and the brood hits the airlock controls, opening the outer door and forcibly expunging it into space. Kitty phases to stay inside, and then helps Nightcrawler into the yacht - although he's now cold and looks lifeless!
Back in the Queen's chambers, Wolverine is about to administer the deathblow to the Queen when they get teleported out by the yacht! The yacht races away, all the X-Men, Lilandra, and Carol on board, but its about to come under fire!