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Chris Claremont (writer), Oscar Jiminez (pencils), Eduard Alpuente (inks), AS & Comicraft’s Albert Deshesne (letters), Atomic Paintbrush (digital colors & 3D models), Ruben Dirz (editor), Bob Harras (editor-in-chief)
Spider-Woman lands in the same place Iron Man and Psylocke have landed in before. She gets attacked by a vicious Brood predator and has to confront it without her powers. Luckily, she gets the help from the newly-arrived Lockdown and Rosetta Stone! These two new heroes knock the Brood creature down, but unfortunately also Spider-Woman. More Brood attack, but Lockdown and Rosetta get the help from Iron Man and Psylocke, who is back to her normal self. Once all the Brood predators are defeated, Psylocke explains to Iron Man, Lockdown and Rosetta who and what the Brood are.Elsewhere Cable has to fight the Scarlet Witch who creates some powerful hex spheres, that eventually knock Cable down. Before he collapses, Cable tries to warn her that the contest is fake, but loses his breath before he can say the actual words.More contests are fought. Among them Storm vs. Thor. Thor, not impressed by Storm’s power of the weather, kisses the mutant, literally taking her breath away, until she faints. Thor wins the round.
The Scarlet Witch amuses herself by entertaining some local bar patrons with an old gypsy dance. The joyful dance gets disturbed by a costumed man who immediately opens fire when he enters the bar! It’s Cable! Wanda mocks that she thought Cable had forsworn the use of guns. Cable says that guns are the tools of a professional. And he is one. Wanda replies that she is one too. And she has proof, as only the best are invited to become a member of the Avengers. She herself has recently become that team’s deputy leader!While Cable occupies himself with some more shooting, Wanda prepares a hex sphere. When it’s done, she throws it to Cable, who dodges the attack. Cable attacks Wanda again, but she dodges his punches, thanks to the training she had with Captain America.
Cable reveals that his teacher was the streets; the ultimate killing ground. Cable drops some grenades on the ground and warns Wanda to think fast. Not a problem, as Wanda easily jumps to safety before the grenade explodes. Wanda can’t believe it, but Cable survives the blast thanks to his power of telekinesis. Wanda throws some more hex spheres at Cable, but he creates a forcefield to protect himself. Wanda desperately tries some more, but the hex spheres she uses, the more Cables from different timestreams show up! Wanda decides to try out one last more hex sphere. She promises that if this one doesn’t stop Cable, she hopes that it will destroy them both. The final blast is strong enough to defeat Cable. Cable tries to warn Wanda that the contest is a trick, but before he can, he faints.
Wanda wins the match! As Wanda is cheered by the entire arena she gets teleported back into, she begins to wonder if she truly won the contest, or if Cable just gave up. Wanda doesn’t care much, and promises the crowd that she easily won this match, as she will ultimately win the entire contest.Meanwhile at their starship, a technician warns the Brother Royal about some explosions. One of the technicians explains that the node of the space-time continuum is extraordinary fragile. Somehow, the energies of the Scarlet Witch’s hex spheres have created micro-bursts of absolute power, that momentarily destabilized the structural balance of both transliteral and chronal space. In other words, Brother Royal states, the Scarlet Witch is punching holes in the fabric of causality. Brother Royal was afraid that this was going to happen. He even tried to warn the Directorate, but was ignored. Royal knows how much the Emperiatrix wants her revenge, so they will keep their stealth and guile, but he will observe all the upcoming contests very close.
Elsewhere, the young new Spider-Woman aka Mattie Franklin, lands in the same swamp Iron Man had landed in earlier. Mattie doesn’t like to find out that she hasn’t been teleported back home, as was promised. And what’s worse, she doesn’t seem to have her powers anymore. Spider-Woman can’t fly any longer, and only has the strength and agility of Mattie Franklin at her service.Suddenly, she gets attacked by a Brood predator! Spider-Woman panics, because she doesn’t know how to attack the creature without her powers. Luckily, she gets the help from… a car?! The car hits the Brood predator and defeats it, but unfortunately the Brood creature lands on Spider-Woman, knocking her out as well.A costumed man steps out of the car, wanting to know who stole their road, and a question more urgent: who stole their world? His partner, Rosetta Stone tells her friend Lockdown that first, they need to maintain total biotoxic integrity of their uniforms. Rosetta informs him that telemetry reads the atmosphere as being thick with microbial nanites. This may all look like a wilderness, but somebody’s employing technology of the highest order.Lockdown notices Spider-Woman and picks her up. Rosetta discovers that the nanites in the girl neutralize her powers. Lockdown summons up their car, the Night Cruiser, because he is sure that they are going to need help – fast.
Meanwhile, the next contest is about to begin. But this is a rather an unorthodox one, because this time, it won’t be a fight, but… a basketball game! The game goes between the New Warriors, and the new Slingers called Dusk, Hornet, Riccochet and Prodigy. Nova takes the ball, but Riccochet quickly grabs it and scores the first point. Turbo isn’t pleased and joins in, making the second point. Dusk, who rapidly enters and makes the next. Speedball uses his powers and does a split-second, hereby earning two points for his team! And so the game goes on for a while, with Nova eventually winning the contest on behalf of the Warriors. The Slingers can’t believe that they actually lost and are teleported away, having to share the fate of the other losers.
At the same time, Lockdown and Rosetta are attacked by several more vicious Brood predators. They are outnumbered. Lockdown does what he can to defend himself and Rosetta, but knows that they need help. Rosetta tries to recharge her armor, but needs some space and time to do that. Which they don’t have right now.Luckily for them, they get the help they wanted in the form of Iron Man! Iron Man blasts his way through the Brood. Rosetta is glad to see someone who knows how to use his battle suit. The three of them are joined by Psylocke, wearing a complete new armor with blades installed within it. Lockdown isn’t impressed, but Iron Man warns him not to underestimate the X-Man.
Once the Brood are all defeated, Psylocke and Iron Man want to know who these two new heroes are. They introduce themselves to each other. Lockdown wants to know what kind of place this is. Psylocke figures that if Lockdown doesn’t know what this place is, then maybe the Coterie didn’t teleport them in the first place. Iron Man suggests Betsy that she uses her telepathy to find some answers. Psylocke says that she is too afraid to use her powers, because that would release an even greater monster than the horrors they have faced today.
Lockdown and Rosetta conclude that they are the strangers here. They see how Psylocke and Iron Man are familiar to each other, and plan to use that idea as an edge, if needed. Iron Man suggests that they work together, since both groups seem to have the same goal. Lockdown and Rosetta agree, and they shake hands. They bend over the fallen Spider-Woman and pick her up. Iron Man explains that a little while ago, his armor recorded a temporal distortion of considerable intensity. That’s why he and Psylocke were investigating this sector, he reveals. Rosetta explains that unfortunately, her disciplines are science and technology. If she and Lockdown are not where they belong, they are well and truly lost. Rosetta asks Iron Man if there are privacy taboos on his planet, because to properly examine and treat the still unconscious Spider-Woman, she should remove her mask.
Iron Man says that he could use his built-in systems first. He scans the new Spider-Woman he heard so much about. Tony believes that she must wear a mask for a reason. He finds that it wouldn’t be right to violence her wish without proper cause. Iron Man explains that her predecessors, who were both heroines and one a former fellow Avenger, were attacked by some woman bent on stealing their powers. Since he heard no more about that woman, Tony assumes that this iteration took her place. Iron Man’s bioscans read normal, and his nanites are restoring the proper balance to Spider-Woman’s system and psyche.
Iron Man wants to check out the other thing they stumbled upon, and takes a look at the creature they don’t know. Psylocke easily recognizes what is probably one of the deadliest races in all creation: they are up against the Brood!Meanwhile, the bodies of Kitty Pryde and Carol Danvers are put in experimental test tubes. Carol tries to hold Kitty together, who has the hardest troubles doing that. Carol asks the Brood Queen, who is watching them, why she is doing this. “Because we can,” the Brood Queen sadistically answers. The Brood Queen says that their last experiments resulted in Carol’s transfiguration into the warrior-being that was known as Binary. The Queen says that they hope to replicate that event, but under controlled conditions, so that those powers can be assimilated into the Brood.
The Brood Queen reveals that the entire Earth will share this fate. She opens a hologram and sees Wolverine fighting Hercules. The Brood Queen says that with his enhanced senses, Wolverine probably knows where he is and has figured out that he is dealing with the Brood. But the Brood Queen is determined to claim the winner of this contest for her own! The Queen watches Wolverine winning the match, and is glad to see that he will be her most likely champion.Elsewhere, Iron Man states that he has only limited information about the Brood in his databases. Psylocke explains that the X-Men have been outcasts – outlaws, even – for too long. They don’t know who to trust anymore, so they keep most of what they know to themselves.
Psylocke explains that the Brood are predators. They believe in their manifest destiny on a cosmic scale. All creation is theirs for the taking. The Brood make their home on living starships called the Acanti. Psylocke reveals that they are inside the carcass of an Acanti right now, with ribs a hundred miles high and a spine better than a thousand miles long. The Brood eat the Acanti alive, from within. When the Brood find a suitable planet, they take the Acanti nearest to death, and crash it on the surface, swarming out in a horde to assimilate the local populace. Most lifeforms are considered meat to the Brood. Those with genetic potential the Brood can use are injected with an egg. When that egg hatches, the newborn Brood possesses the talents and abilities of its former host. That was once to be the X-Men’s fate, Psylocke explains, when they and the Brood crossed paths.
The X-Men had to serve as hosts for royal embryos. Psylocke continues, and explains that all this happened long before she joined the team. Betsy says that the members who fought the Brood, don’t speak of it much. Betsy can’t blame them for that. Wolverine’s healing factor allowed him to purge his embryo from his body. But Logan found no way to safe the others. They were his friends. One of them (Kitty Pryde) was hardly more than a child. Yet to spare his fellow X-Men from their awful transformation, Wolverine believed – feared – that he had to kill them all. Being X-Men of course, the members determined not to go without a fight. They counter-attacked the Brood. They set free the living embodiment of the Acanti’s… soul, which in turn released that race from slavery.
In the process, Psylocke continues, the Brood embryos, which for some X-Men had begun to hatch, were destroyed. Those X-Men confronted the Brood’s matriarch, the mother-queen. And they won. Supposedly, the Queen died. Psylocke guesses that the Queen apparently got better. And that she now wants her revenge. Psylocke finds this to be an elegant plan, in its way. In one swoop, the Brood Queen eliminates Earth’s heroes, the first and foremost line of planetary defense. Psylocke believes that this contest is the Brood Queen’s mean of culling the herd, of determining which among them are worthy to host an imperial embryo, and which all will be fodder for the lesser princesses. Psylocke points out that there are also super-powered villains, but are they truly a match for the assembled might of Earth’s heroes? Especially backed by the might of the Brood warrior caste?
Psylocke fears that the Earth will be for the Brood’s taking. Lockdown can’t believe the vicious story. He believes that if there was a battle and foe he was born to fight, this must be it. Rosetta agrees, but doubts if anyone has considered the odds. As near as she can figure, Rosetta says, the odds are pretty much impossible. In that case, Tony Stark smiles inside his armor, he would say that they have a fair fight ahead.As these heroes fight, several other contests go on. Spider-Man fights the Beast, and wins. Domino fights the indestructible skin of the Power Man, but nonetheless manages to win the battle. Hawkeye fires his variant arrows at the little Wasp, and hereby easily wins. The steel-skinned mutant called Colossus battles the martial artist Iron Fist, and Iron Fist is the winner.
Firestar has to confront the blind hero Daredevil. Daredevil quickly uses his billy-club against Firestar’s powers, and hereby wins the round. Phoenix fights Justice. This match is of course quickly won by Jean Grey. Gambit fights the speedster called Quicksilver. Gambit takes out his many tricks and bo-staff. The Cajun holds Quicksilver back with the staff and knocks him out. The Black Panther fights the entire team of the New Warriors. The Panther is more than a match for these young fighters, and wins. The Black Widow fights Wonder Man and she wins. The mercenary called Deadpool has to X-Force. No joke: Deadpool wins. The Invisible Woman from the Fantastic Four uses her invisible powers to take away the air around Iron Fist, and thus wins the match.
The next round is Storm vs. Thor. The Thunder God isn’t impressed and mocks his foe. Storm says that she has walked the grounds of Asgard herself and sat side-by-side with those who called themselves Gods, and she considers herself their equal. Storm unleashes some heavy lightning bolts at Thor, but Thor acts quickly, and uses Mjolnir to absorb the lightning. Thor throws Mjolnir at full-speed at Storm, who can just in time dodge it. Storm sees the damage Mjolnir does when it collapses a nearby building and is astonished by the hammer’s power.Storm flies towards Thor and unleashes heavy rain clouds and lightning bolts. But Thor doesn’t let this bother him. He tests his strength against Storm, and then kisses her! Storm, not knowing what to do, lets Thor go on. She realizes her mistake, as Thor literally steals Storm’s breath! She faints and the God of Thunder wins!!!
Beast, Gambit, Phoenix, Psylocke, Storm, Wolverine (all X-Men)Colossus (Excalibur)Cable, Cannonball, Domino (all X-Force)Black Widow, Hawkeye, Hercules, Firestar, Justice, Iron Man, Quicksilver, the Scarlet Witch, Thor, Wasp, Warbird, Wonder Man (all Avengers)
Spider-Woman III/Mattie FranklinBlack Panther, Daredevil, Deadpool, Invisible Woman, Iron Fist, Power Man (briefly seen contestants)
Aegis, Bolt, Namorita, Nova, Speedball, Turbo (the New Warriors)Dusk, Hornet, Riccochet, Spider-Man, Prodigy (all Slingers)
Emperiatrix (the Brood Queen)Brood predators (various)Brother RoyalTechnicians working for the Emperiatrix
As Deadpool fights, the editor’s note incorrectly describes his adversaries as Generation X. The members seen are the defeated Cannonball and Domino, who are members of X-Force.
Psylocke doesn’t dare to use her powers, because she trapped the Shadow King inside her mind, as seen in X-Men (2nd series) #78.
The story Psylocke tells about the X-Men and the Brood can be found in Uncanny X-Men #161-167.
Lockdown and Rosetta Stone first appeared in FF #17-18.They are from the Matrix-like Shadow City in another dimension, and after being awaken from suspended animation by the FF, they considered them a threat and gave chase to them.