Spoilers: After the X-Men and Lila are teleported to another planet, the government dispatches X-Factor to investigate and manage the angry fans at Lilapalooza. Meanwhile across the universe, Lila is too burned out to teleport everyone back to Earth and the X-Men reckon there aren’t anyone or anything near them. Wolverine is quick enough to sneak upon the Brood and the X-Men engage in a fight. Back at Westchester, Professor X and some students reunite with X-Factor. Xavier briefs X-Factor on Fabian Cortez and his motives. Elsewhere, Cortez demands Gamesmaster give him his prize as he’s defeated the X-Men. Cortez then finds out his cabal of evil villains knocked out, when a shadowy figure appears and seemingly kills him. Back to Lilapalooza, Polaris and Rhane investigate Death’s Head spaceship while some angry concert-goers (Marrow, Adam The X-Treme, Random and Maggott) follow them looking for a fight. Back to the X-Men, Psylocke senses The Brood are not really their enemies. One Brood alien with telepathy abilities explains to the X-Men that they are a different mutant species of Brood who were exiled by the others for being different. The X-Brood asks X-Men for their help against hunters who are pursuing them. 300 miles above that planet, Gladiator orders his minions to destroy every living thing on that planet.