Magus has begun his plan, and soon the Earth shall belong to the Phalanx! Doom, Spider-Man won’t give up, and continue to fight the Phalanx for as long as they can.
(the expedition team)
The Phalanx alien prepares to transform the others into Phalanx too. Bloodhawk fights back, but gets caught and an electrical shock. Jade wants to go help them, but Hodge finds it best that they escape while they can, and leave the fighting to the professionals. He picks Jade up and goes hiding in the bushes. Jade wants to back and help their family. Hodge thinks about it. Suddenly, he talks in a weird voice, which tells Hodge to never forget who he is. Hodge defends himself that he’s nothing like the voice.
Willow transforms into a huge alien, and she and La Lunática fight the Phalanx together.
Krystalin comes to warn Eddie that they’re under attack, but not by the Atlanteans. He decides to go help, but asks Shakti and Madeline to stay behind. Shakti at first refuses, but eventually listens to reason. Madeline tells her not to worry, as she feels safe thanks to Shakti and so should she. Outside, Metalhead and Krystalin notice the Phalanx. The Scout itself releases its techno-organic wires upon Eddie, which strike right through his adamantium body!
Elsewhere in the Savage Land, the humans are starting to panic and a riot almost comes from it. Victor Ten Eagles quickly intervenes and manages to calm them down, and convince the gathered crowd to fight for their freedom. One of them isn’t so happy, and swears to take his revenge on Victor.
The Magus tells Nostromo, now called the Scout, to be brave at least until the Phalanx manage to eat the Earth’s resources, and eventually consume the planet entirely. Spider-Man won’t let this be the end. He fights the Magus, and wonders what’s going to happen if he takes Nostromo away from him. He tries to do that with his webs, but Nostromo screams from the pain. The Magus tells Spidey that it’s useless, as Nostromo is now part of the process. Doom rescues Xina from an attacking Phalanx, and sees an opening to escape. She realizes that Doom used her for this to get so far, and won’t do it. Doom tries to convince Xina to go with him, but she refuses and calls him a traitor. Doom has heard enough and takes off alone, confident that they’ll meet again.
Spider-Man makes Xina understand that too many Phalanx members are coming, and they really should leave. He picks Xina up and leaves. The Magus chooses not to pursue them, as they don’t consider them to be dangerous to their plan. Humanity is finished.
Wulff can’t comprehend the blood on his hands. The Vulture is glad that he’s back. The Vulture wants Wulff to come back to him, and prove his loyalty by killing Trash. The rest of the Wild Boys can’t believe their boss would do such a thing. Uproar makes them understand that the Vulture doesn’t care about them. He thinks that he’ll be the only one able to get through Wulff. Uproar tries to tell Wulff that he believes in him, and doesn’t need to listen to the Vulture. Uproar fails to bring Wulff back to normal, who goes to the Vulture instead. The Vulture puts Wulff’s collar on, and tells him to kill Uproar instead.
One of the Phalanx enter the place and opens fire. The Vulture calls the Wild Boys to help him, but they refuse, after they found out he wanted to kill one of them for his own personal gain. Uproar manages to get Wulff, who gets hit by the Phalanx, though not badly, and swims back to the surface. Though Uproar regrets missing his shot at the Vulture, he thanks the Wild Boys for allowing him and Wulff to escape. He only hopes that when Wulff awakes, he’ll be back to normal.
Spidey and Xina land in a church. There, they try to figure out what to do next, but don’t have much bright ideas. Xina recalls that, while Spidey was fighting the Phalanx, she was analyzing the structure of the terra-forming machine Nostromo was put in and, as far as she can tell, there is a way to stop the Phalanx, provided that they can get close enough. They’ll have to take out Nostromo. And by that, Xina means that they’ll have to kill him.
Xina tries to make Spidey understand that they’ll only have to sacrifice one life for an entire planet. They argue, and she angrily walks away. Spidey is shocked to find out how cold Xina has gone in such a short time. But he realizes that she’s right, and hopes that God and Nostromo can forgive him.
(the Phalanx headquarters)
Winn briefly changes back into his human form, and walks over to Nostromo. He just wants to tell him that what he did was never personal, and hopes that Nostromo understands that. Then, he walks away.
Dr. Isaacs is reunited with the clones she once created. She can’t believe that they’re still alive. She realizes that she must be finally getting the hand of cloning. She walks over to the holding tank her son Hayes is in, and hopes that he’s still alive.
At the same time, Metalsmith and Twilight are having a discussion about working together with the Takers. He still doesn’t trust them, but Twilight sees them as the perfect chance to have a shot at winning from the Phalanx and walks away. December meets up with Metalsmith, and thinks that the Takers have lied to Twilight about their origin story. She found out when she discovered a space ship. She doesn’t see the point why they would steal the Ares colony tech to build a space ship. And she has also found out that it’s the same “mother ship” that caused the flooding back on Earth. Metalsmith finds it a little farfetched, but stranger things have happened.
Metalsmith suspects that the planetoid is really a weapon the Takers created, so they could prevent other races from invading Mars, by destroying them before they even had the chance to leave their own planets! He runs away, fearing that the Takers might be taking off in that little “death star” of them, and if that’s true, then not only is the Earth deep in you know what, but Twilight is going to help them!
Outside, Twilight can’t believe she’s actually doing something for someone besides herself. Metalsmith meets up with her and wants to talk. Twilight wants to go with their plan and hopes to be home again real soon. Metalsmith follows her into the ship, which starts to take off.
December notices the countdown, and hopes that Metalsmith will be able to shut it down. Apparently not, as the ship leaves!