The X-Men find themselves on a world transformed by the Brood. Is there any way to save the planet, let alone themselves?
Following up from the event's of the previous issue the X-Men prepare for their Final battle against the wicked Brood, with Storm now one with ships of knowledge Acanti and Ms Marvel experimented on by the Brood turning into the space dweller Binary! these are not the X-Men we knew before and if they are going to win this it's going to take all they have, are the X-Men going to survive their battle? find out!
Binary reaches the Brood's planet and destroy everything, then Storm shows up to her and inform that the X-Men need her. Storm tells Ms Marvel that she is now part of the soul of an Acanti's baby and that they all need to help him to get the soul of Acanti's previous leader back in the Brood's planet. Cyclops is acting weird and when the X-Men finally reaches the Brood's planet, Cyclops steel acts strange and Wolverine realizes he has been already transformed, but it is too late, Cyclops attacks him and the others are defeated by the Brood's army.
Kitty passes threw a wall and finds a nest full of Brood skeletons. When Kitty is about to get caught a dragon shows up and burn down every Brood member. Then Kitty and the little dragon find a strange room full of lights.
Back in the battle room, Cyclops regain control of himself for a brief moment and Wolverine jumps into his optical beams, releasing himself and then punches Cyclops and knocks him out. With all X-Men free again they go to the room with the lights and there find Acanti's soul. Binary flies in and freed Master Acanti's soul with her energy and then the Acanti release everyone from the Brood's embryos, including the Brood Queen. The Starjammers save everyone and Sikorsky heals Wolverine. But before she had died, the Queen says there is one embryo left with the X-Men - Professor Xavier, back on Earth.