(the expedition team)
While the others stare at him, Winn picks up the unconscious body of Nostromo and proudly announces that, now and forever more, the boy belongs to the Phalanx! When Doom’s servants attack him, Winn strikes back and kills some of them. Willow tries to stop Winn but fails to. After killing all his foes, Winn falls on his knees. Willow approaches him again and tries to find out if he’s all right. Winn instead hits her in the face and renders her unconscious.
Winn feels sorry about having to hit her. La Lunática doesn’t believe that and hits the villain, promising to kill him. Winn doesn’t let Luna stand in his way and electrocutes her. The others surround Winn, who tells them to let him go with Nostromo and he’ll let them live. The group calls Winn a liar and believes that he never was their friend. Winn tells his former friends that they don’t understand. He reports back to whom he calls his eminence and tells his boss that he has “the Scout.”
While Hodge tells Winn he doesn’t know what’s worse - the mutants or him – Jade, unnoticed, hacks onto Winn’s frequency when he contacted his boss and thinks she can trace it back to the source. Winn teleports away, promising that what he’s going to do is for a greater good. He hopes that they’ll be able to forgive him someday. Jade could trace Winn and knows where he went. All they’ve got to do now is head back to the Last Refuge camp and hop on a plane. Willow isn’t much interested and couldn’t believe that Winn betrayed them. He always seemed nice to her. Bloodhawk tries to cheer her up and tells Willow that, of all people, Willow, as a shape shifter, should have known that appearances can be deceiving. Sometimes even painfully so.
While outside the castle, the citizens cope with the Phalanx attack. Doom emerges back, more powerful than ever as it would seem. Spider-Man and Xina stare in awe at him. Doom, while recovering from the experiment he endured, proudly announces that he is no longer bonded to the technology on his person. Now, there is no longer any possibility that he might be subjugated by the Phalanx. The world will now finally see the true fury of Victor Von Doom! Finally, Doom says, he can begin.
Xina wants to know what he means by that. She finds it odd that Doom’s even still alive after what he went through. Doom thanks Xina for the great services she lend to him, but he wants to fulfill his destiny alone. Spider-Man sarcastically agrees with Doom, but he feels that this situation is much bigger than Doom’s ego, so they need to end this together. Or, at least, as Spidey thinks to himself, at least until the moment he finds out what Doom has done to his brother, Gabe.
Doom eventually agrees. He explains that the Phalanx have procured the key to their invasion plan, which is the entity known as the Scout. Doom knows that the Scout will be brought to Latveria, where it will be activated. And when that happens, it will all be over for Doom and the rest of the world. Doom realized that if mankind is to make a last stand, he wants it to be beneath the fatherland and led by him. And he “allows” Spidey and Xina to follow him. Though Spidey feels like he has been dragged into this all, he follows Doom. Doom himself opens a door, which they go through. Xina goes as well. To himself, Doom thinks about Xina. He wishes that he could pull the mask off his face, so that she could see the man within it.
(Brooklyn, 2095. The cradle of civilization)
Strange sees how Chimera tricked her older brother, Vincent, into loving her. Strange was against it, because she didn’t trust Chimera. She followed them to a party, where everyone was addicted to milk. However, they were disturbed by a crook named Skinner and his robot followers, who brought a massacre upon them. Strange had followed her brother, because she wanted to be part of his world. She used her magic skills to help them, but it was of little use. Strange got a plan and created an illusion of Dyptherion the Demon, which scared Skinner and his robots away. However, the illusion got out of control and became real. The demon used his tentacles to grab Vincent and killed him. And Strange had to watch it all happening.
(the Earth’s crust)
Garokk was playing with Strange’s mind. He still holds her captive and wants her to relive her worst memories over and over again until she gives into them. Umi suspects that, despite what he says, Garokk will soon get tired of the powers. He whispers to Strange to keep it up, as their time will come.
(the Last Refuge)
Metalhead still holds the unconscious Shakti in his arms. He has met Franklin Richards, the son of Mr. Fantastic. Madeline introduces them both to each other. Eddie can’t believe that this is Reed’s grand contribution to the future. Maddie says hi to her friend, Franklin, who doesn’t seem like he recognizes her. Maddie asks Franklin if he wants to be her friend, but isn’t sure if she wants to be that after he hurt Shakti. Franklin tries to understand what “hurting” means and searches his databank. Wires come out of his body and try to grab Maddie, but she is pulled back to safety by Eddie. He tells her not to do that anymore, and suddenly has to think of Rosa and Joachim. Eddie misses them, as he hasn’t seen them in weeks.
Shakti suddenly talks weird and says she never has felt so alone. Eddie tries to calm her down and tells Shakti to give Xi’an’s treatment some time to kick in. Shakti doesn’t know what Eddie’s talking about, and says that she can’t feel anyone’s thoughts. Her powers, referring to her telepathy, is gone! But how? Franklin stares into the sky.
Twilight seems to be alive and well. After a short reunion with Metalsmith and the others, she explains what she has learned about the Takers and Mars. She reveals that, back in the day, Mars was a kicking paradise. It was a land where the sole indigenous race, who they now call the Takers, totally prospered. Though peaceful at heart, the Takers were a proud and territorial race when it came to defending their planet’s borders. For centuries, they remained in relative isolation, fending off the occasional invasion with mostly complete success.
Kree, Skrull, Shi’Ar, you name it, the Takers defeated them all. But that was before some weird techno-organic robo-globe appeared in their skies. The call went out far and wide to repel the alien ship, and every man, woman and child rallied in defense of their precious home. They fought long and they fought hard. But even though the Takers won that battle, the collective consciousness known as the Phalanx ultimately won the war.
Failing to assimilate Mars, the Phalanx withdrew, declaring that, if they couldn’t claim Mars, no one could. If not for the foresight of a select few scientists, all life would have been wiped out instantly. Burrowing underground, the Takers recreated a facsimile of their paradise lost. But this was a temporary measure at best, because, without their planet’s natural resources to sustain them, the Takers soon fell deathly ill, their species teetering on the brink of extinction.
So, against the wishes of the provincial military, an expedition to find a new home was secretly launched, but eventually sabotaged. The Takers were too proud to admit defeat, and leaving their glorious Mars behind for a surrogate world was, to them, the ultimate disgrace. The handful survivors attempted to elongate their lives by subjecting themselves to extended periods of suspended animation. But of the two hundred who began the hibernation process, only seven remained.
Thus, one can imagine how bugged-out it was for them to discover that, during their big slumber party, yet another race had divided their now desolate home. To reclaim their world for themselves, this once-dignified race declared “guerrilla warfare” on the Ares colonists, and that’s when the “taking” of Ares’ equipment and resources to rebuild their world began.
Dr. Isaacs want to know what happened to their children and what purpose their abduction had. Did the Takers experiment on them? Did they torture them? Did the rest end up like the poor child they found in the wall? Alone and dead in some underground tunnel?! Isaacs wants to know where the Takers are keeping them and what they did to them. Twilight is honest with Isaacs, and sadly says that a lot of the kids didn’t make it. Twilight realizes how ticked Isaacs must feel, but they’ve got a much bigger problem on their hands, because… the Phalanx have returned! And they’re headed towards Earth!!!
December can’t believe that they are actually going to have to help the Takers. Twilight says they’ve got no other choice, since Mars is their home too now. As Twilight says this, her mind gets actually focused and she conjures up her “sphere of influence,” that is the sum totally of her mutant ability to bend the confines of reality within a given area, and sets to the task of using it to breath life into the four slumbering Takers.
December and Metalsmith can’t believe how much Twilight has change, and how much control over her powers she suddenly seems to have. Twilight falls down and feels strange, but Metalsmith catches her. But it seems that Twilight’s plan has worked. One by one, the casing’s to each of the Taker’s cube begins to crack, to fracture, and finally, after centuries of inactivity, they shatter! Despite their youth, the children of X-Nation have born witness to a great many horrors. None of which compare to the sight of seven bloodthirsty aliens, eager to settle an ancient score. And, as the Taker’s battle cry echoes in Metalsmith’s ears, he can’t help but wonder if waking these savage creatures was a blessing… or a curse!
Wulff and Uproar find themselves ambushed by the Vulture and his goons, the Wild Boys. He mocks them about it, and about the fact that Fiona cooperated so well. Wulff can’t believe that the Vulture would actually kidnap him just to transform him back into an animal. He wants to attack, but stops when the Vulture threatens to put his old collar back on. Uproar doesn’t believe his own eyes, and orders Wulff to escape while he’ll hold off the Wild Boys.
Wulff won’t allow any of this and attacks the Vulture, no matter what he has in store for him. Trash, who was Wulff’s old “master,” attacks the boy wolf and defeats him, also injuring him badly at the same time. Could it be that Wulff is… dead?!
(the expedition team)
Everyone returns to the surface, still trying to cope with Winn’s betrayal. They land, only to find themselves ambushed by the Phalanx.
Magus prepares for the invasion. Winn enters the castle, holding Nostromo in his arms. Magus tries to convince Nostromo that he has transformed into their god, the Scout, and is bound to aid them. They are hit by an energy ray, which came from no other than Dr. Doom! He, Spider-Man and Xina open fire upon Magus and the battle goes on for a while. Nostromo gives in into Magus’ lies, and fully transforms into one of the Phalanx. He fights them and almost absorbs Xina. Doom cries for her.
Magus laughs, and is content that the terraforming will soon begin. The Phalanx Dynasty is upon the world, and it will consume the entire planet!