The Brood are looking to turn the X-Men into new Brood warriors and killing the Brood Queen may be the only way to stop the nightmare. But the X-Men don't kill.
The Brood had made some experiments on Carol Danvers, studying her alien physiology and submitting her a morphological changes. Wolverine finally finds the Brood city, and finds the place where Carol is arrested. He kills every member of the Brood at the local and frees Carol, but she has changed and feels great.
Meanwhile on Earth at Xavier's School, Havok, Corsair and Lorna are worried because they had known the X-Men and Lilandra had been kidnapped from her spaceship by the Brood and there's nothing they could do.
Back to Brood's planet, Cyclops is dreaming and Xavier appears telling him he had enough training to escape from the mental prison he is, and then he awakes. He finds Storm crying and then Wolverine and Carol find them. They decide to rescue Lilandra and escape on her spaceship. While Wolverine, Cyclops, Carol and Colossus go after Lilandra, Kitty, Nightcrawler and Storm search for the spaceship. Wolverine keeps saying they have to kill the Brood's Queen and as much members they could, but Cyclops says the X-Men doesn't kill and want to understand what is going on with Wolverine. Wolverine doesn't want to tell everyone that they are doomed because of the eggs the Brood put inside their bodies. Kitty and Nightcrawler manage to get the spaceship and when the other rescue Lilandra they get away from this strange planet, just when Wolverine was about to kill the Queen.