Members of the X-Men and the Fantastic Four are aboard the space station Simulacra searching for survivors after an explosion on board where they have encountered members of the Brood. Monitoring the mission from the Xavier Institute are Mister Fantastic and the Beast who detect an increase of cosmic radiation similar to the event that gave the Fantastic Four their powers. As Reed explains the space flight that led to the birth of the Fantastic Four, he points out that he and his crew were human and there is no way of knowing how a cosmic ray storm would effect mutants. Reed believes they'll be fine as long as they return to Earth in time, unaware that at that moment the away team is in the midst of a space station full of Brood.
After fighting off the first wave of Brood warriors, Emma establishes a telepathic link between everyone on the team. While Emma, the Invisible Woman and Gambit go looking for survivors, Wolverine, Nightcrawler and the Thing are sent to finish off the rest of the Brood. When Emma's team find the surviving members of the crew, they find out that they have already been implanted by the Brood Queen. When they discover this the Queen makes her presence known. When the Queen threatens to implant them as well and conquer the Earth, the Invisible Woman uses her powers to cut off the Queen's tail, her means of implanting other organisms with her eggs. When the Brood Queen still insists that the human race is doomed, Susan goes into a frenzy and kills the Brood Queen. When Emma later tells Sue that they have to kill the infected crew members, Sue won't do it, believing that her husband will be able to cure them somehow. When Emma insists, Sue knocks her out with an invisible force field.

Turning off the jammer as the rest of the team joins them, the group learns from Reed that there is am impending cosmic ray storm and that they need to get back to Earth immediately. When Wolverine tries to kill the infected crew, Sue refuses to let him do so either and insists that they leave them behind while they flee back to Earth. As the team leaves the space station they are caught in the cosmic ray storm and the members of the X-Men are affected by the bombardment. The Blackbird then crash lands in the wilderness. When the X-Men emerge from the ship, they have become berserk as well as having been mutated further by the cosmic rays. Wolverine can now stretch his body, Gambit is ablaze with fire, Nightcrawler can turn invisible and Emma Frost is now trapped in a rugged diamond form.

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