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Corsair, Cyclops and Storm are inside Blackbird after the battle against Sidrian Hunters last issue. Scott argues with Ororo because she haven't told him Corsair is his father, and she says Jean asked her not to, and Corsair says he is the one who had told Jean not to tell him, because he doesn't want Scott to get hurt again.
Suddenly they are transported to a Shi'ar spaceship, with Xavier, Colossus, Nightcrawler, Kitty and Wolverine. There they find Gladiator, Starbolt and N'rill'iréé from the Shi'ar Imperial Guard, Lord Samedar and Araki, who tells them about Lilandra's kidnapping and how they plan to invade Earth. Professor X tells them not to do so, and that he and the X-Men will find and save Lilandra. Kitty and Nightcrawler stay at the spaceship while the others go back to Earth.
At Avengers' Mansion they can only find Jarvis and Tigra to help. Storm and Corsair are then attacked by Deathbird and the Brood. The others arrive to help and after a battle against the Brood they win, but Deathbird manages to strike Peter and escapes with Professor X.
At the end, Peter is almost dead and the cops arrive to arrest the X-Men.
This is the first appearance of the Brood.