Near Broodworld, Binary kills a Brood outpost used to capture & enslave Acanti. As it is too late to save their prey – an ancient Acanti –Carol is forced to kill it. She is joined by Storm, who can apparently easily exist in space without any life support. Storm leads Carol to a newborn Acanti and explains that this is only an astral form – she has become one with the Acanti. Inside the space whale, Lilandra’s yacht is hidden. Carol and Storm join the X-Men inside, who are out for the Brood’s blood. Storm offers an alternative: to save the Acanti –who are preyed upon by the Brood – instead. The Acanti have a race’s soul that is caught in the carcass of their dead prophet-singer on Brood world. If they can destroy the carcass and free the soul, it could join with this newborn prophet-singer and lead the Acanti to freedom. The X-Men agree to help and come up with a plan. Storm/the Acanti and Binary will distract the Brood while the others beam down and make a run for the soul. The X-Men do exactly that, unaware that one of them is already being controlled by his or her embryo, who telepathically informs the Brood Queen about their plans. Carol and Storm run interference. Despite their vast powers, they are almost captured until unexpected help arrives in the form of the Starjammers. On the planet, the X-Men fight their way down against the world’s predators. Wolverine notices more and more that Cyclops is acting out of character, until he finally takes away his visor and reveals him as being part Brood already. Cyclops sucker punches him and Colossus and the others are surprised and beaten by the newly arrived Queen and her guards. Kitty, however, had been separated from the others some time earlier and is saved from a cadre of Brood by a cute little purple dragon. As one of the Brood destroys a tunnel wall, light emanates from the cavern behind it, calling Kitty and hurting the Brood. In the meantime, Cyclops’ metamorphosis truly starts and his powers go out of control. Wolverine throws himself into the beam and so gets rid of his shackles and takes Cyclops and the Queen as hostages, forcing the Brood to free the others. He follows Kitty’s scent to the glowing crystal cavern, where they find the Acanti soul. Unfortunately, the presence of the Queen and of the embryos in them starts to corrupt the cavern as the X-Men’s transformations start. As Wolverine plans to kill them, the Queen mocks that, even if he should succeed, there is another embryo that will doom his world. He is stopped by Carol who uses her energy powers to free the prophet-singer soul, which joins with the baby prophet singer. Before it leaves, though, it purges the X-Men of their embryos and turns the Queen into crystal. Broodworld gets torn apart as a result but the Starjammers beam the X-Men away first. On the Starjammer they are joined by Storm, who was also restored by the soul. Everybody’s in a partying mood until Wolverine announces he’s figured out what the Queen meant with her last words: there is another Brood embryo and it can only be within Charles Xavier.

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