X-MEN COMICS

In the basement of the orphanage where Cyclops and Jean found Scott and Madelyne's son, Christopher Summers (back in X-Factor #35), Madelyne Pryor meets Mr. Sinister, who tells Madelyne she can call him "Father." Sinister says he brought Madelyne into being. She doesn't believe him. She says he's the mastermind behind the Marauders who tried to murder her and ZAM! She extends a hand, blasting Sinister with a bright energy pulse that knocks him to the ground. Madelyne sends her demon guards after Sinister, but Sinister easily kills them and N'astirh teleports away. Sinister binds Madelyne in several chains that he conjures from thin air.

Meanwhile, the X-Men battle the Marauders in Manhattan. It's an intense battle: Storm creates a powerful wind, Rogue throws a car, and Psylocke tries to knock out all the Marauders telepathically. Havok and Dazzler are blasting Marauders with their powers. Demons watch the battle from a distance, saying they'll eat whoever's left. Weird stuff starts happening in this battle - a mailbox starts talking and eats a human, "police" show up riding flying demons, and Marauders who were dead (Riptide, back in #211) have returned. Colossus doesn't understand what's going on. Storm says it's New York, what does he expect?

Alex Summers and Madelyne Pryor share a few... intimate moments at a Manhattan club called The Rainbow Room. A group of scientists barge in and start telling the owner that the building is growing. The man refuses to listen and tells the scientists to leave. Inside the elevator, something attacks the scientists! (Just like what happened to the family of tourists last issue!) Alex and Madelyne get on the elevator and Alex finds a pair of glasses on the floor. But then one of Gateway's portals opens and they return to Australia. Madelyne immediately leaves through another portal, saying she needs some time and space.

St. Stephen's Chapel Cemetery. Madelyne Pryor arrives at the grave of Jean Grey. She remembers her wedding with Scott and how he promised to be with her as long as they both live. She screams that Scott is a LIAR! She says that all of this is Jean's fault and she telekinetically destroys Jean's gravestone. (Remember, Madelyne's powers were revealed back on Genosha when she killed a bunch of people and had some very Phoenix-ish things happening around her. See #237 and #238 for more info.)

Nearby are Jean's parents who mistake Madelyne for their daughter. They approach Madelyne, who blasts them with some kind of energy and says she's not their "precious daughter!" She's turned Jean's parents into demons! I think it's fair to say that Madelyne is PISSED! And she's very powerful now. Madelyne meets with N'astirh and demands that he find her baby. N'astirh teleports them all away.

Back in Australia, Rogue and Dazzler fight over Longshot. Colossus draws Psylocke while she's TOPLESS, and Havok tells Storm and Wolverine that he's located the Marauders using the Reavers' computer - the Marauders are in the Morlock tunnels and Wolverine wants revenge on them. They portal over thanks to Gateway and absolutely KICK. ASS.

N'astirh, Madelyne, and Jean's parents (in demon form) arrive at the laboratory in the basement of an orphanage in Nebraska (the one Cyclops and Jean just left in X-Factor #35). Madelyne sees a vision of her baby. She knows she's connected to this place somehow, but she can't remember. She asks N'astirh why he brought her here. N'astirh says to ask the man who created it. She turns around to find Mr. Sinister! He says Madelyne can call him "Father."

A family of tourists enters an elevator in the Empire State Building and then umm... they all die.

Elsewhere, Mr. Sinister talks to himself about the X-Men, thinking how were his adversaries until they all died (remember - the world at large believes the X-Men died in order to stop the Adversary back in #227). Sinister feels cheated that he didn't get to kill the X-Men himself. Sinister creates small psychic/glass, toy-like versions of various X-Men while considering their strengths.

Dazzler: Mr. Sinister breaks the glass version of Dazzler, saying she was too interested in her singing career to be a "major player." Meanwhile, in Australia, Dazzler sings to a crowd.

Havok: Sinister holds the glass version of Havok, saying Havok had a lot of potential. In Australia, Havok exercises while remembering Polaris turning evil, the Brood going after Storm... Madelyne appears, saying she's been watching Havok because she cares about him. And she likes looking at him...

Psylocke: Sinister looks at a glass Psylocke, saying he never got to know her, but that she impressively fought Sabretooth alone. In Australia, Psylocke, Rogue, and Colossus practice using their powers.

Madelyne Pryor: Not officially an X-Man, but Sinister has a glass version of her too. He says Madelyne was his pride and joy, but now she's nothing but dust. He crushes the glass version of her.

Back at the X-Men's base, Storm goes through the Reavers' files on the X-Men. She stumbles upon a recent recording of Scott and -

JEAN GREY?!?

Storm flies off to find Wolverine. Wolverine isn't shocked at all. He sensed Jean way back when they were fighting the Marauders in the Morlock tunnels (in issue #215), but that he wasn't sure his senses were correct. Maybe he sensed her because he wanted her to be back. Storm suggests they find Jean and confront her.

Madelyne and Alex (who's wearing some swim briefs!) go into a bedroom at the base to um... spend some alone time together. Alex is hesitant at first because Madelyne is still married to Scott, but she says their marriage is over and that it's Scott's fault.

From his base, Mr. Sinister watches over a baby boy inside of a glass tube, surrounded by machinery. Sinister says that he "will win" and that this boy, Nathan Christopher Charles Summers, will help him.

Chaos in the streets! Beast and Iceman save some innocent bystanders from an out-of-control truck. They hear another person screaming nearby and race toward the sound.

Meanwhile, Scott and Jean arrive at the orphanage where they believe Scott's son, Christopher, is located - and it happens to be the same orphanage Scott used to live in. Scott recalls another orphan that used to pick on him named Nathan. Nathan had tried to get Scott to take off his ruby quartz visor and open his eyes, but Scott refused. Scott and Jean wonder who would have brought Scott's baby here and why. Jean notices that one of the orphans is a mutant. She reads the orphan's mind and discovers that there is something in the basement of the orphanage that frightens the children. They decide to search there.

Outside, Nanny and the Orphan Maker arrive at the orphanage too. Nanny sends the Orphan Maker and her team of young mutants, who she calls her Lost Boys and Girls, into the orphanage to kidnap more mutant children.

In the basement, Jean believes her telepathic powers may be returning - she can "feel" something down here. She and Scott search for Scott's son and begin to wonder why no one is trying to stop them. They find a strange room where mutant children are frozen inside weird metal and glass "pods." Jean realizes she's telepathically sensing Scott's son, Christopher. She finds Christopher inside a pod. They rescue him and then decide to rescue ALL the children.

Nanny, the Orphan Maker, and the Lost Boys and Girls suddenly arrive in the basement. It's war! The Orphan Maker starts shooting at Scott and Jean and Scott launches some optic blasts, but unfortunately the blasts ricochet off the Orphan Maker and hit the cooling mechanisms that keep the babies frozen in their pods. Also, remember when the Orphan Maker kidnapped those kids in Kansas City and murdered their parents? (See X-Factor #33.) Yeah, those were Jean's niece and nephew (and their mom was Jean's sister, Sara). So now Jean's niece and nephew are part of Nanny's Lost Boys and Girls. Scott is kicking Nanny's ass so the Orphan Maker tries to throw some "pixie dust" (which puts people in a sort of trance) on him and Jean, but Jean blocks it telekinetically.

Meanwhile, a group of N'astirh's demons arrive and start stealing orphans, including Christopher! They say they are taking Christopher as a present for the "Goblin Queen."

Things really unravel with optic blasts, explosions, Nanny launches missiles... it's chaos. Scott says they need to stop fighting here or they risk harming the orphans. But Nanny and the Orphan Maker won't stop. Scott blasts them again and Nanny and the Orphan Maker are buried in rubble from the collapsing ceiling. Nanny, the Orphan Maker, and the Lost Boys and Girls get back in their ship and leave. The demons also leave, carrying some of the orphans away in bags, including Christopher. Jean telepathically hears a Christopher crying and realizes the demons have taken him. She and Scott rush back to their ship to chase after the demons.

Angel has tracked down Cameron Hodge and his group, The Right, to their secret base. Angel crashes into The Right's robotic henchmen and demands to know where his girlfriend, Candy Southern, is (he discovered she had been kidnapped back in #28). In the same building, but many stories below, Cameron Hodge watches Angel battling the henchmen on a giant screen. A group of creepy looking creatures, called Demons, approaches Hodge, saying their master sent them to help him. Hodge and the Demons discuss mutants and Hodge's belief that mutants will eventually replace humans as the dominant species on the planet. Hodge tells the Demons to go and kill Angel.

Meanwhile, in Hong Kong, Nanny and the robotic man (Nanny calls him Peter) from last issue kidnap more young mutants. (Note - this is NOT the same Nanny from Uncanny X-Men #113.) Nanny has intercepted a transmission from the leader of the demons which includes a list of mutant children for the demons to kill. Nanny wants to kidnap all the children on the list before the demons get to them.

Back at the Right's base, Hodge speaks to the leader of the Demons, N'astirh (first seen in #32). Hodge has provided a list of mutant children to N'astirh, but N'astirh says that some of the children haven't been there when his Demons have gone to kill them. Hodge says he has nothing to do with that, and that there must be a leak in his security that was been breached and he assures N'astirh that he and the Right want to work with him. They watch the screens as Angel aka Death kills many of the Demons. Hodge explains how he tried to make Angel go mad by taking his wings away and then Apocalypse gave Angel new wings. N'astirh says he's going to another location for mutant children that Hodge provided him, an orphanage. He calls his Demons back and says Hodge can kill Angel himself. And Angel is not happy, folks!

Angel and Hodge battle it out. Hodge shoots at Angel and launches heat seeking missiles at him. Angel expertly flies around and avoids all that. Hodge tells Angel that Candy is already gone and that only his machines are keeping her alive. Angel launches some razor feathers at Hodge, and one of them lands in Hodge's rocket launcher, causing a huge explosion and seemingly killing Hodge. But no, he's still alive. Hodge pulls the plug on the machines that keep Candy alive. Angel beats Hodge till Hodge falls to the ground and then rushes to Candy's side. But she's gone. Hodge's henchmen show up to fight Angel. Angel says the Right will now reap the destruction they've sown...

Meanwhile, the sentient Ship, Cyclops and Marvel Girl have tracked Cyclops's son to an orphanage in Nebraska. Marvel Girl and Cyclops go there together.

The Alliance of Evil, which includes Tower, Timeshadow, Frenzy, and Stinger (first seen back in X-Factor #2 through #6), are causing chaos in New York City. They break streetlights and throw cars. They're angry about the Mutant Registration law that they expect to pass soon. They challenge X-Factor to come and stop them.

Jean, Bobby and the Kids (which is how I refer to the young mutants that X-Factor has rescued from various bad situations and includes Boom-Boom, Rusty, Artie, Skids, and Rictor) shop for the Kids' summer school clothes. Outside the shop, Tower arrives, picks up a car, and slams it through the shop window. Bobby aka Iceman freezes the car before it hurts anyone.

Back at X-Factor's base (which is a sentient spaceship, formerly under the control of Apocalypse, see #25 and #26), Cyclops and the Ship discuss Cyclops's search for his son and Beast's declining health, but increasing strength, as a result of his kiss with Infectia (see #31 for all those details). The Ship interrupts the discussion to alert Cyclops about the Alliance.

Meanwhile, Jean aka Marvel Girl and Bobby aka Iceman fight the Alliance, but Tower, Timeshadow, Frenzy, and Stinger are a formidable team. The Kids step up to help.

And far away, in Kansas City, a strange man in a robotic suit sneaks into a house. Some kids are startled by this stranger and they start running and screaming. The strange man extends a hand - the kids' eyes go white and they stop running, seemingly frozen in place. The kids' parents rush into the room, only to be murdered by the man. He takes the kids onto what looks like a spaceship where he talks to someone named Nanny. Nanny plans to work with the man to kidnap more kids and create a team of mutants.

Cyclops continues to tend to Beast, while watching on TV as the Alliance fights Marvel Girl, Iceman and the Kids. Beast wakes from the coma. He's strong AND smart again. Infectia's kiss has somehow cured Beast of Pestilence's curse (see #25 for more info). Beast wants to help the rest of the team against the Alliance and he asks the Ship for a teleportation beam. The Alliance is overwhelmed when Beast and Cyclops join the rest of the team in the fight. It's a quick victory for X-Factor.

Trish Tilby is covering the battle for the news and she's shocked to see Beast in his blue form. She approaches him, but before they can talk, a helicopter arrives and Freedom Force gets out of it. Mystique demands that X-Factor sign documents to register themselves with the government as required by the Mutant Registration Act. X-Factor agrees, but they'll only use their code names on the forms. They want to keep their real identities a secret.

In the mind of Mutant 9818, a little girl (who is Mutant 9818's psychic version of herself) picks flowers. She has red hair... The Genegineer enters Mutant 9818's mind too and demands to know who Mutant 9818 is. A team of Magistrates, also inside Mutant 9818's mind, starts shooting at the little girl. The girl turns into a huge flame which takes the form of a bird, then a nuclear bomb. Genosha is destroyed, but the Genegineer lives and he's in a strange costume (last seen on Mr. Sinister in issue #221). The little girl is no longer a little girl - she's Madelyne Pryor! Is Madelyne a mutant?! The Genegineer asks Madelyne why he's dressed in the strange costume. She says because it pleases her. He asks her what she wants. She says to warn his masters to be careful when you strike a match because you may ignite an INFERNO!

Back in reality, on Genosha, the Genegineer and his team discuss Mutant 9818 and how she killed the examining team. The Genegineer goes to Madelyne's cell and again asks who she is. She says she's the pilot that the Genoshans have been happily torturing and that she has no memory of harming the examining team. She says the Genoshans are treating mutants as slaves and that that needs to end. The Genegineer says the mutants on Genosha have everything they could want or need. Except freedom, Madelyne says. Chief Anderson arrives and tells the Genegineer that debating with Mutant 9818 is pointless and that they've found the Genegineer's son, Phillip.

Elsewhere on Genosha, Wolverine, Rogue, and Phillip arrive at the mutant settlement zone of the island. It's basically a prison, which shocks Phillip - he says he had no idea mutants were treated this badly. The Magistrates arrive, surround Wolverine, Rogue and Phillip, and take them back to the Citadel. On the flight back, the weather begins to look worse...

Magistrates arrive outside Jennifer and Madelyne's cells. They take Jennifer away to turn her into a mutant slave, saying she'll soon lose her memory and be happy to work for the rest of her days. Madelyne looks VERY angry, saying she'll watch them all burn before that happens.

Wolverine, Rogue, and Phillip are escorted through the Citadel and to the Genegineer, who demands to know who Wolverine and Rogue are. Phillip interrupts this to protest how the mutants on Genosha are being treated as slaves. His father doesn't care - mutants don't deserve to be treated as equals he says. Wolverine and Rogue are done being prisoners. Wolverine extends his claws and fights the Magistrates around him. Rogue grabs a gun from another Magistrate and starts firing at the rest of them.

Meanwhile, the X-Men arrive at the Citadel, disguised as Magistrates. Dazzler blinds a bunch of Magistrates and Havok starts blowing everything up. Colossus forces a door to the lab/prison building open. Inside, Havok starts blasting open cells, looking for Madelyne.

But Madelyne isn't there. She's found a room where the Genoshans do experiments on mutant babies. The Genegineer appears behind her and holds a gun to her! He says he should've killed her when they first captured her. Madelyne dares him to shoot her. He does! But Phillip arrives just as the gun is fired and he pushes the gun away from Madelyne, saving her. The X-Men regroup. Psylocke telepathically forces Wipeout to restore Rogue and Wolverine's powers. Storm tells Havok to destroy the Citadel and he levels it using his plasma blasts. Psylocke modifies the minds of the Genoshans so that they won't remember the X-Men. Wolverine wants to kill the Genegineer, but Phillip begs him not to. Storm tells Phillip that the best way for him to fight for mutant rights is outside of Genosha. He agrees and follows the X-Men as they leave through a portal.

In international airspace between Genosha and Seychelles, the Genegineer and the Magistrates chase after Rogue and Wolverine who escaped from Genosha using a stolen Genoshan jet. Suddenly, the stolen jet the Magistrates are chasing explodes! Turns out the jet was empty and rigged to explode if the Magistrates got near it.

Wolverine and Rogue (who is currently being controlled by Carol Danvers, see last issue) are still on Genosha, hiding out and waiting for the rest of the X-Men to arrive. They see mutants being treated like slaves, forced to pick up trash for the Genoshans. The Genoshans call the mutants "genejokes." Later, Wolvering and Rogue/Carol hang out in a local bar and a fight breaks out when the Genegineer's son, Phillip, gets drunk and punches another guy. Wolverine pick pockets everyone as they all fight and he and Rogue/Carol sneak out of the bar. From a nearby alley, they watch as men from the bar load an unconscious Phillip in their car and take him to the "mute train." Wolverine and Rogue/Carol decide to follow the men.

At a train station, Wolverine and Rogue/Carol watch as the men from the bar put Phillip on a train. They jump on top of the train just as it starts to leave the station.

Meanwhile, at the Citadel, Jennifer Ransome, now referred to as Mutant 9817, meets with the Genegineer whom she calls "Uncle David." (Ummm... are Jennifer and Phillip cousins AND lovers?) The Genegineer says Jennifer has tested positive and she has a duty to serve the state. He explains that Genosha is completely dependent upon the few hundred mutant slaves who do all the work for the 10 million humans who live on the island and now Jennifer has a responsibility to serve the community too. Meanwhile, a team of Magistrates run "psi-scans" on another mutant known as Mutant 9818 in a laboratory at the Citadel. They call the Genegineer and request his presence. When he arrives at the lab, there's loud alarm going off and all the equipment in the lab is broken and flying up to the ceiling. Mutant 9818, a woman with red hair, seems to be causing all the chaos...

Elsewhere on Genosha, a portal opens up. Enter the X-Men! (Finally!) And immediately, they're battling some of the Magistrates - Storm creates hurricane force winds, Dazzler is shining so bright she's blinding everyone, Havok blows up a Magistrate's car. Psylocke attempts to read the Magistrates' minds, but something hurts her - it's a powerful psychic shockwave from a nearby source... Mutant 9818?

Back on the Mute Train, Wolverine and Rogue/Carol get inside and find Phillip. Some of the Magistrates stop them, but they say that Phillip is the Genegineer's son and they saw someone dump him on board. They say they are taking Phillip back to the Genegineer. The Magistrates say they want no part of dealing with Phillip and let Wolverine and Rogue/Carol leave. The Magistrates beat back other mutants on the train and call them all "genejokes." As he and Rogue/Carol leave, Wolverine vows to bring Genosha down.

Rogue and Wolverine are taken to the Citadel, headquarters of state security of Genosha. But they aren't going quietly - they fight off all the Genoshans bringing them in and then they find Madelyne and Jennifer Ransome locked in cells and free them.

But more Magistrates arrive and one of them, named Wipeout, reaches out his hand which emits a bright light, and he says he's erased Rogue's powers! He erases Wolverine's too and Wolverine, Rogue, Madelyne, and Jennifer Ransome are recaptured.

Elsewhere on Genosha island, a young man answers a phone. On the other end, someone says there's an emergency at the Magistrate headquarters and they need the Genegineer, who is the young man's dad. The young man, Phillip, relays the message to the Genegineer, who heads to the Citadel to meet with a woman named Chief Anderson. Anderson explains how the Magistrates were basically forced to capture Rogue, Wolverine, and Madelyne while they were going after Ransome. Anderson says she's tried looking at public, private, and government databases to find out who Rogue, Wolverine, and Madelyne are, but hasn't been able to find anything. In fact, by searching for information on them, the Genoshan computers seem to have become infected by a virus...

Meanwhile, Storm, Colossus, and Psylocke step through another portal created by Gateway and arrive in a jail cell in Sydney, Australia. In this cell are some of the Magistrates who have been captured by Australian police. Storm wants information about the rest of the team, but the Magistrates won't talk. Not that that matters. Psylocke reads their minds and discovers their location - Genosha.

The X-Men head back through the portal and Gateway makes another portal to Genosha. Storm, Colossus, Havok, Psylocke, Dazzler, and Longshot step through it. Far below in the depths of the X-Men's base, a strange creature named N'astirh (first seen in X-Factor #32) appears and searches for someone...

In Rogue's mind, everyone she's ever touched and absorbed appears and they want to hurt her. Carol Danvers appears and says she wants to help Rogue and Rogue lets Carol take over her body. In the real world, Rogue/Carol is locked in a cell in Genosha. Two Genoshans enter the cell and Rogue/Carol quickly beats them until they are unconscious. Rogue/Carol leaves her cell and frees Wolverine from the cell next door. Madelyne's cell is empty. Wolverine and Rogue/Carol, both powerless now due to Wipeout, steal a jet and flee the Citadel.

Meanwhile, Phillip argues with his father, the Genegineer about Jennifer Ransome. Phillip says he's practically engaged to Ransome, but turns out Ransome is a mutant, which Phillip and the Genegineer believe is a REALLY bad thing. The Genegineer says he has somehow modified or amplified Ransome's mutant ability so that she can cut through rock and steel. He says Ransome has to "serve" the state due to being a mutant and a crime her father committed. Phillip is very upset about this.

Madelyne and Ransome are strapped down to gurneys and it seems like the Genoshans are doing experiments on them. Through a nearby TV, N'astirh tries to contact Madelyne. She tells him to contact her again later...

Welcome to Genosha!

A man holding a small boy walks past a sign advertising a "pleasant land of hope and opportunity" called Genosha. The man tells the boy that Genosha is a land of freedom for people like them. He says that people called "the Magistrates" are chasing them, so they must hurry. He rushes past the sign and sneaks the boy onto a nearby plane. The Magistrates arrive in helicopters and start shooting at the man, ultimately killing him. The Magistrates say the man was a mutant, bred by someone named Genegineer, and now that he's dead, their mission is accomplished - the escape attempt has been terminated. The plane takes off with the baby safely onboard, and the man's last words are that he and his son are now free.

At a small airport in Australia, a group of mutants who call themselves "the Press Gang" read a newspaper article about the mutant baby being found on the jet. They are waiting for a woman named Jennifer Ransome to arrive, and after meeting with Ransome, they are supposed to find the mutant baby. Madelyne Pryor pilots a plane with Ransome. They land at the small airport and immediately the Press Gang tries abducting Ransome. Madelyne uses the plane radio to call for help, but one of the Press Gang picks up the whole plane and throws it! Madelyne jumps out before the plane hits the ground and explodes. The Press Gang "digitizes" Ransome and sends her like a data file over a phone back to Genosha. Weird! Then they say they're going to do the same with Madelyne.

Later, Rogue, Wolverine and Storm arrive on the scene through a portal that Gateway creates. They're very concerned after finding Madelyne's plane crashed. Back at the base, Psylocke and Havok are able to track Madelyne's location (Sydney International Aiport) and they relay it to Rogue, Wolverine and Storm.

All the X-Men meet at Sydney International Airport via another portal created by Gateway (this guy sure has come in handy for the X-Men lately!). Wolverine picks up Madelyne's scent, but the team can't find her. Wolverine says it's almost as if she vanished. Wolverine and Rogue track the scent to a nearby hospital. Inside, they find the Magistrates trying to steal babies! Wolverine and Rogue start fighting the Magistrates. Outside, the rest of the X-Men fight with more Magistrates.

X-Factor Annual #3

Uncanny X-Men Annual #12

New Mutants Annual #4

The windows of a diner in Denver, Colorado shatter into a thousand pieces when Dazzler and a mutant-Brood hybrid crash through it. They're in the middle of an INTENSE brawl. Longshot, Colossus, and Storm arrive at the diner too, killing a couple other Broods. The X-Men chase after other Broods and Rogue, who is still brainwashed by, and acting as a member of, the Brood.

Meanwhile, Madelyne Pryor meets a strange purple creature named S'ym in her dream. (We've seen S'ym a couple times now - in #160 and #231.) The dream seems very real. Almost like it's not a dream. S'ym offers the naked Madelyne a black cloak and leads her to a nearby building where he tries to convince Madelyne to get revenge on Scott for the way Scott has treated her. Madelyne doesn't want revenge and she says all this is only a dream. S'ym says it's not a dream. He stabs her with a long claw, extracting some of her blood. Madelyne falls to the ground as S'ym says she has now bound herself to his reality.

Back at Red Rocks Ampitheater near Denver, Colorado, Reverend Conover (from issue #233) prepares to give a sermon. He scolds his staff for using the word "mutie" which he says is racist. After Conover walks onstage, a woman approaches Conover's wife and offers to "fix" her arthritis.

Brood-Rogue and another Brood named Temptress fly to the Brood base, bringing Wolverine with them. But Wolverine shakes out of their grip and slashes at Temptress with his claws. Brood-Rogue punches Wolverine hard, knocking him to the ground below. Nearby, a few of the Brood and Brood-Psylocke (who has been brainwashed to fight for the Brood, like Rogue) are heading back to their base, but Colossus jumps in front of the Brood's car - SMASH! Colossus rips the motor out of the car. Psylocke fights back against the brainwashing just as Storm flies to the scene. Brood-Rogue arrives also, grabbing Storm in the air. Dazzler and Longshot pull up on a motorcycle and Dazzler blasts Brood-Rogue with her light powers.

Dazzler's blast is so bright, the audience at Reverend Conover's sermon see it. The injured Wolverine somehow arrives at Red Rocks. Conover rushes over to try to help, but Wolverine starts transforming into a Brood!

Madelyne dreams that she and Scott are happily married and raising their baby. In the dream, she is a mutant too. She has beautiful wings.

The dream becomes a nightmare. A featureless body appears and Scott immediately leaves Madelyne's side for it.

Scott takes away Madelyne's wings, saying she's not special like mutants. He takes the baby and gives it to the featureless body. Then he starts taking away all Madelyne's features - hair, eyes, lips - and placing them on the other body, who becomes Jean Grey.

Scott leaves with Jean. Madelyne can't scream because her mouth has been taken away. She's left there. Abandoned and alone.

The Brood were bad enough last time the X-Men fought them (in issues #155-167), but this time they're worse. Not only do they possess the enhanced strength and endurance that's nature for the Brood, now they've infected and taken over the bodies of mutants, giving them mutant powers too.

The X-Men try fighting the mutant Broods but they're not very successful - Storm flies away after one of the Brood tries to brainwash her using mutant pheromone powers, Havok and Colossus fight but refuse to kill the Broods, fearing they'll be killing innocent mutants too, Rogue and Psylocke are psychically turned against the rest of the team by a Brood with telepathic mutant powers, and Longshot and Dazzler are slammed into the ground by other Broods. Rogue and Psylocke attack Wolverine and a Brood prepares to implant an embryo in him...

Meanwhile, at Red Rocks Amphitheater just west of Denver, Reverend William Conover prepares for his Sunday service. He speaks with a woman named Hannah about the powers of mutants. He wishes he could be a mutant to help heal Hannah's arthritis.

Back to the battle between the X-Men and the Brood - Storm's mind is clear of the pheromones in the fresh air, high above the fight. But another Brood with wings chases after Storm and rips the engines off a nearby passenger plane in order to lure Storm to it. Storm uses her wind powers to land the plane safely, but as soon as she does KRAKOW! A Brood punches her hard.

In Australia, Madelyne is still out cold, under the broken computer screen. She has a dream. She's a mutant with wings. She's happily married to Scott. They have baby. But then a featureless body appears. Scott takes away Madelyne's wings, saying she's not a mutant, and he takes the baby, saying the baby should be raised by mutants. Scott takes away Madelyne's hair and lips and eyes and puts them all on the featureless body who is now Jean Grey. Scott says he loves Jean and not Madelyne...

Back in Denver, the X-Men and Brood continue to battle. The Brood try to implant Storm with a Brood Queen embryo and Havok finally uses some force to stop that. Colossus appears with an impaled and dead Brood. The Brood huddle together to plan their next move.

In the Rio Diablo Mountains of New Mexico, something big and bright crashes down from outer space. Nearby, two couples are camping and they watch as the apparent meteor hits the ground. They go investigate and find not a meteor, but a huge shark!

One of the campers gets too close and CHOMP! The shark eats her! The rest of the campers are attacked by some VERY creepy looking creatures with sharp horns and fangs. These are aliens known as the Brood! The Brood kill two more campers, but one camper, Harry Palmer, survives and he races back to his car and speeds down the road, nearly colliding with another vehicle as he drives to safety (revealing that this is the same vehicle that ran Lorna and Alex off the road in issue #218). For more on the Brood, see issues 155 through 167.

In the present, Harry works as an ambulance driver in Denver, Colorado. Harry arrives at the scene of a fire where an injured man lies on the ground begging for help. Unfortunately for the injured man, Harry has already been taken over by one of the Brood! Harry implants a Brood embryo in the injured man.

Meanwhile, in Australia, Gateway creates a portal and Madelyne Pryor steps through it. She arrives at the X-Men's new base but finds it empty. Madelyne relaxes in the giant computer room of the base. She turns on the computer and finds a broadcast of Cyclops doing an interview. Next to Cyclops is a woman that looks EXACTLY like Madelyne. Madelyne knows this must be Jean Grey, but she's confused by that - isn't Jean dead?! Madelyne believes Cyclops is in love with Jean again and she punches the screen in a rage. The screen explodes, knocking Madelyne to the floor.

In Denver, Colorado, the X-Men meet Brood-Harry at his home. Brood-Harry isn't happy. He grabs Colossus and throws him into Psylocke, who both fly backwards, creating a giant hole in the side of the house. Brood-Harry runs through the hole and down the street but he's intercepted by Havok who blasts him with plasma. Dazzler and Longshot run towards Brood-Harry but he rips a door off his car and throws it at a nearby telephone pole, which Rogue catches in mid-air before the pole can fall and electrocute anyone. Brood-Harry escapes.

Unfortunately for the Brood, Wolverine and Rogue track Brood-Harry down again. Before they can do anything though, some police arrive and tell the X-Men to stand down. Wolverine refuses and he attacks the police. Rogue stops Wolverine just as the rest of the X-Men arrive. Psylocke psychically detects the truth behind Wolverine's actions - the police are also Brood! A group of the Brood surrounds the X-Men...

A group of aliens, led by one alien named Lord Zano, orbits earth in their ship. The aliens are shapeshifters and they have "the templates" needed to change their appearance to resemble the Avengers - Thor, Dr. Druid, She-Hulk, and the Black Knight. Zano wants to defeat the Avengers and take over earth to use it as a base to build up their army and take back their home planet, Xarta. They spot another spaceship near their own...

It's X-Factor's ship. Inside, the team tends to Beast, who is in a coma. Iceman says it's all his fault since he was about to kiss Infectia before Beast intervened and kissed her himself, resulting in Beast losing consciousness (and turning blue, see last issue). Suddenly, the ship detects someone approaching, and that someone crashes through the side of the ship. It's Thor! Thor throws his hammer at Cyclops, but Marvel Girl telekinetically pushes Cyclops out of the hammer's path.

The rest of the Avengers arrive and start fighting X-Factor. Strangely, the Avengers keep talking about taking over earth. Iceman doesn't understand why the Avengers would want to do that...

The kids that X-Factor has rescued (Boom Boom, Rictor, Skids, Artie, etc.) watch as the team fights the Avengers and then they see the Avengers on live TV. The kids realize that whomever X-Factor is fighting, it's not the Avengers. They rush to tell X-Factor this.

The "Avengers" are actually Lord Zano's shapeshifting aliens. And they aren't doing well in the fight against X-Factor. Lord Zano observes the fight from his ship and sends in a huge, powerful monster to help fight X-Factor. Now the aliens have the upper hand. But not for long because the kids finally show up to help. Boom Boom attaches a bomb to "Thor's" hammer which explodes when it returns to him. After this, X-Factor and the kids win the fight and the ship creates some type of energy restraints around the aliens. Cyclops is proud of how well the kids fought.

Elsewhere, a man in a cloak speaks with a demon named N'astirh from Limbo. They plot to kidnap powerful mutant children for a sacrificial ritual that N'astirh wants to perform.