Rogue watches enviously from her bedroom window as Scott and Jean embrace and share a kiss before getting into the car and taking off for a vacation.
Wolverine is meditating in a desert area when he sees an alien life form crash land onto Earth. The alien life form is actually the spaceship of the brood. Wolverine is captured by the Kree.
Back at the mansion, Gambit comes to check on Rogue, who is reading. Rogue gets a call from Cody (her first boyfriend whom she put in a coma). Rogue rushes off to meet him. They catch up over dinner. Suddenly, they are zapped by a brood. Rogue discovers that Cody can touch her without being drained of his life force. Then she passes out.
Wolverine manages to escape the ship. the queen of the brood tells her soldier that letting Wolverine get away will lead them to more of his kind.
Rogue awakens the next morning in a park. Cody wants Rogue to “run away” with him. Rogue agrees to take a little vacation, but not before she notifies the X-Men of her plans.
Wolverine makes his way to a deserted gas station and calls the mansion from the pay phone. Xavier makes no sense of the distress call from Wolverine. Beast begins to trace the call when Rogue returns to ask Xavier for some time off the team. Xavier is distracted with Wolverine’s situation and isn’t keen on Rogue leaving the team right now. Gambit sees Cody waiting in the foyer on the surveillance camera and gets suspicious. Rogue storms out.
Xavier sends Gambit, Beast and Storm to find Wolverine. Meanwhile, Rogue and Cody take off in one of the small jets.
The X-Men find Wolverine writhing in pain in the middle of the desert, not far from the alien ship. The queen sends some soldiers to capture the X-Men.
Rogue arrives at the spot where the alien ship is. She starts to get suspicious, especially when Cody seems to be falling ill. Cody tells Rogue that he made a deal with the queen, and it was “the only way” they could be together. The X-Men are rounded up and captured. Meanwhile, Wolverine starts to transform into a brood himself. He flees.
Cody and Rogue begin the transformation themselves. Storm tries to contact Xavier for help.
Wolverine recovers with the aid of his healing powers.
Inside the alien ship, the queen comes to greet Rogue. The queen plans to turn Rogue into the next queen. Wolverine returns and lets Rogue absorb his powers to purge the alien spores out of her system. Wolverine and Rogue go in search of Gambit, Beast and Storm.
Xavier had been unable to get into the minds of the brood, but he is able to communicate with the alien ship, the Iconti. The Iconti had been enslaved by the brood. Xavier was able to free the brood’s mind control on the Iconti. The voice of the Iconti hurts the brood, rendering them useless. The Iconti frees the X-Men, before returning to space.