Wolverine and the X-Men are captured by Deathbird and the Brood! Can the savage mutant save the Children of the Atom from a gruesome fate?

With the help of Deathbird, the X-Men were captured by the Brood at the end of the last issue. This issue is told in flashback as Wolverine fights his way across the Brood homeworld.

He recalls how the X-Men were captured. Using hypnotic power to hide what was actually happening, the Brood queen laid eggs inside Wolverine, Sprite, Colossus, Nightcrawler and Cyclops. Carol Danvers was also captured, but because she wasn't a mutant, the Brood decide to study her physiology instead. Due to his heightened senses, Wolverine is the only one who can tell that something is wrong.

The previous night, after waking from a nightmare about killing Kitty Pryde, Wolverine escaped the palace and saw Deathbird's ally Fang be turned into a member of the Brood and he realized that the same thing was happening to him and the other X-Men.

In the current time, Wolverine fights the Brood-Fang and defeats him. Unfortunately the Brood embryo inside him begins to take him over. However, because of Wolverine's healing factor, his body kills the Brood's embryo inside him, leaving him in a scaly, partially converted state. Wolverine decides that he will either save the other X-Men or kill them all if he has to.