Cover Date: June 1992; On Sale Date: April 1992
Writers: Jim Lee & Scott Lobdell; Artist: Jim Lee; Inkers: Jim Lee & Art Thibert; Letterers: Tom Orzechowski & Lois Buhalis; Colorist: Joe Rosas; Editor: Bob Harras; Editor in Chief: Tom DeFalco; Cover Artist: Jim Lee
In caverns beneath New Orleans, the X-Men are confronted by the Brood and their queen, who has infected Ghost Rider with a Brood embryo. The X-Men go on the defensive against the alien insects, but when Wolverine attempts to kill the queen, the floor gives out beneath them, sending all parties even deeper into the tunnels. Wolverine and Beast are confronted by the possessed Ghost Rider, and the alien presence within him fights with the spirit of Dan Ketch for control. Ghost Rider flees into the tunnels before Wolverine can decapitate him.
Rogue and Jubilee discover the missing members of the Thieves Guild, held captive by the Brood. While attempting to free them, the two mutants are attacked by Ghost Rider, and the ensuing battle draws the other X-Men to them. Psylocke senses Dan’s presence and goes into Ghost Rider’s mind, where she finds Dan’s soul being attacked by the consciousness of the Brood. Belladonna, Gambit’s psychically powered wife, assists Psylocke in destroying the Brood, freeing Ghost Rider. The cost is high, as the fight costs Belladonna her life. The X-Men are told about the children of the Thieves Guild being held deeper in the tunnels, and Ghost Rider recovers enough to join the X Men in searching for them.

