(the expedition team)
Willow finds herself unable to revert back to her human form. Hodge doesn’t care much, and this brings him into conflict with Bloodhawk, who does care. Winn tries to reach out to her, but Willow calls him a murderer and slashes him! Nostromo catches the man, who feels lucky to be still alive. He also notices Willow’s weird, alien-looking eyes and wonders why she has them. Hodge has had enough and tries to shoot Willow. This makes her furious and she fights back, but Luna brings her down.
Uproar has been locked up for days now. The Wild Boys mock him, this making him angry. But since he’s chained, Uproar can’t do much. The Wild Boys continue their laughing and leave. When he’s alone, Uproar is approached by a mysterious woman, who claims that Wulff is dead! Uproar freaks out, but the woman walks away. As she does, she claims that Wulff isn’t dead in the way Uproar thinks, but something far worse has happened to him.
(the Last Refuge)
The X-Men try to calm down the human citizens, who are furious because the Fantastic Four left them. They believe that the X-Men betrayed them, and a riot breaks almost breaks out. But everyone is calmed down by Victor Ten Eagles, and afterwards Shakti informs everyone that Reed Richards has left them a tool, which will help everyone through these tumultuous times.
Some time later, Shakti dwells through the tunnels in front of Richard’s. She picks up a presence, and finds a girl named Maddie, who was hiding. They become friends, and Maddie says that she doesn’t want to go back to her father, because he hates mutants. Shakti won’t take her back them, and the girl tells Shakti that she has something to show her. She opens Richards’ lab and reveals a robot inside! The robot is showing some projections of Galactus and the Silver Surfer, and overrunning their data. Maddie claims that the robot to be Franklin Richards, the son of Mr. Fantastic! Shakti introduces herself, but claims that she’s crazy, as she thinks that she knows Franklin!
An unmasked Spider-Man stands on trial in front of Doom. Doom makes it clear that he isn’t looking for any kind of information from Miguel, as he claims that he has seen everything that Spidey has done in his life. Doom is aware that Spidey came to Latveria in the search of the source of a techno-organic virus. Doom says that he’s also aware of the planetoid Miguel has discovered, which floats around the Earth. Doom reveals that the aliens aboard that planetoid have come to Earth to fulfill a hundred year old mission, namely to strip our planet from its resources. And Doom plans to help the aliens with that!
Miguel is furious. Doom opens a monitor. He explains that to firmly entrench themselves on the Earth, these said aliens require a being called the Scout. And Doom has this person. Doom has agreed to exchange the Scout for the preservation of Latveria, while he surreptitiously dissects the T.O. code so that they may find a way to turn the alien’s technology against them. But Doom needs Miguel’s help for that. Spider-Man is still furious, and would rather kill the doctor than aiding him. Doom threatens Miguel that he will help him, or else he’ll kill Miguel’s brother, Gabe, whom Doom has captive. Miguel doesn’t believe him, but Doom shows Miguel the Green Goblin mask Gabe wore, so it has to be true.
December and Metalsmith wake Father Jennifer, and warn her and the others that the Takers have kidnapped Twilight. Captain Pike says it’s too dangerous to go out there now and walks away. Isaacs tells the kids to go to bed, but promises that she’ll go talk to the Captain. Smith and December fake to agree, but Isaacs is aware of that.
(the Earth’s crust)
Strange and Umi are still fighting the Mole-Men. Strange has had enough and ends it using a sleep spell, putting all the Mole-Men into a snooze. They descend some stairs, where they’re ambushed by none other than Chimera! Chimera claims that she got stuck in the middle, so that’s why she didn’t die. But now she wants revenge on both Strange and Umi, and will rip their hearts out so that she can return it to her new master!
(outside the Last Refuge)
Xi’an and Victor have separated themselves from the others. Xi’an thanks Victor for his help calming the crowd down, as he had no idea how to do it. Xi’an wants Victor to stay, so that he can help make some new rules. Morphine Somers shows up, and wants Victor to act as the Homo-superior spokesman. Morphine also wants the mutants to be in control. Victor gets angry hearing that and tells Morphine to go away. Morphine won’t, but warns both Victor and Xi’an to best appreciate his presence, as he’s certain that things are about to chance. As they talk, they don’t notice a human spying on them, thinking that the mutants are plotting against him and his brothers. He runs away and goes off to warn his friends.
Uproar has to fight in an arena against his will. When he enters it, he meets his opponent: Wulff! But Wulff has been fully changed into a wolf, and given in completely into his role! Wulff strikes out at Uproar, but he talks to his friend and brings him back to normal. But Wulff’s still stuck in the wolf-form. He notices Dorian and holds him responsible, and kills the man. The mysterious woman shows up, and claims that she has shut down their power inhibitors so that they could defend themselves. She wants to escape, but Wulff refuses to leave, not until he has taken out the big boss himself.
(the expedition team)
Willow is still trapped inside the beast she had transformed in. Luna fights her, but with no success of reverting her back. She punches her into the lake before them, and Nostromo dives after Willow to get her back. Luna feels responsible and doesn’t want the kids to risk their lives like that. She dives into the lake and manages to bring Willow back up, who’s back to normal. She explains that she felt how Nostromo used his telepathy to take control of the beast, so that’s why she was able to revert back. But Nostromo himself doesn’t come back up. Luna dives back in and, on the bottom of the lake, she only finds a weird-looking cocoon.
Miguel begins his research, but only because he wants his brother safe. Xina joins them and is glad that Doom was able to convince Miguel to join them. Suddenly, one of the aliens merges into the lab. While it transforms into a solid form, the alien confirms that they were always aware that Doom was trying to betray them should he find the chance to. The alien transforms, and introduces himself as the Phalanx! Once solid, the Phalanx entity promises that their hundred year of delayed plan to assimilate the Earth will finally begin, and it will be led by him, who is called Magus!
Metalsmith and December managed to sneak away from the others, and now try to get passed the Wetworker guards. However, they are spotted. A fight begins. The two young mutants are about to lose, but help comes in the form of Dr. Isaacs, who manages to destroy the droids. Later, they leave the ship and try to find Twilight. Isaacs explains her motives to the kids. She mentions that, like the kids, she too has sacrificed a lot to come to the Ares location. She thought it would be just a matter of months and that then she could return back home to her son. But, she thinks that it might be true what they said about the Earth, so Isaacs chooses to rather help them out so that they will find a way to return back home.
Suddenly, a shot is fired and destroys Isaac’s bike. They fall down, and find themselves ambushed by aliens.
(the Last Refuge)
Shakti tries to understand what Franklin’s all about, but he just talks a lot of nonsense and tries to define the word “friend.” Shakti feels the psychic signature again and wants to explore it. She tells Maddie to go away, so that she can concentrate it. Shakti senses the signature again and discovers that it leads directly to Franklin! Franklin again tries to define “friend” and gives Shakti a psionic backlash. It’s too much for her, and she faints. Maddie runs over to her and tries to wake Shakti up, but she won’t.
(the Earth’s crust)
Chimera is furious and holds Strange responsible for her death, claiming that she did nothing to prevent it. Strange tries to defend herself that she was busy elsewhere. Chimera doesn’t believe that excuse anymore, because Strange also said that when her brother died. Hearing the remark of her brother, Strange gets angry too and uses her powers to destroy most of Chimera’s stoned body. She makes some rocks fall onto the remains.
Strange feels victorious, but the rocks emerge and transform. Strange tries to stop it, but she and Umi get smacked down and faint. Garokk rises, and laughs. He has returned and finally bested the current Sorcerer Supreme, and now that mantle rightfully belongs to him!