Metalsmith is still angry that he tagged along with Twilight and the Takers. He also doesn’t understand that they threw away their reunion with each other after a thousand year long sleep, just for revenge. They look at the pilots, a male and female Taker, touch each other’s hands in a loving manner. Twilight makes it clear to Metalsmith that this trip isn’t about revenge, but about obligation. To Earth and themselves. Twilight guesses that Metalsmith just can’t understand that.
Back at the base, December desperately tries to contact her friends, but with no success. She cries, not knowing if they’re even still alive. Elsewhere in the lab, Angelique Isaacs cries over her son, Hayes, who’s trapped in a stasis cell. She apologizes for leaving him and gets him out of the cell. The boy says hi to his mom, and Angelique apologizes to him for not being there when she was needed. Hayes cries and feels cold, fearing that he’s dying. Isaacs fakes that he isn’t, but knows that it’s true. They hug, but Hayes turns into dust and dies. Isaacs knows that the dead boy in front of her was only a clone of her son, but she still feels bad. December contacts the doctor and warns her about the fact that Twilight and Decembers took off with the Takers, about to start World War IV!
The Taker’s ship is attacked by the Phalanx. Metalsmith wonders if his suspicions were wrong, and the Taker’s story was true. He activates his powers and helps the Takers destroy some of the Phalanx’ spaceship’s. Twilight takes over and, with her powers, manages to restructure a substantial area of the Phalanx’ defenses. The Taker’s ship does the rest.
They breach the Phalanx ship, and the Takers move over to action, killing most of their enemies at sight. Metalsmith wants to return to Mars, but Twilight refuses. They argue, but Metalsmith doesn’t want to leave alone, and especially not without Twilight, so he decides that the only way they’ll ever depart is together. They hold hands.
Spider-Man and Xina are preparing several weapons. Xina wants to talk to Miguel, but he refuses. They argue, and Xina wants to know if Miguel can kill Nostromo, who’s now the Phalanx’ Scout, when they are confronted with one another. Spidey turns away from her, telling that Nostromo was a good kid before he was turned by the Phalanx, but promises to do the job. Xina wants Miguel to look at her face and repeat the sentence.
Outside, Doom overlooks his terrified citizens from his castle, but does nothing to help them. He is approached by a citizen, Nikiola, who asks Doom why he doesn’t help. Doom asks Nikiola to look at the crowd below, and to tell him what he sees. Nikiola only sees his land destroyed, and that nobody does something to stop it. Doom, with an angry look, tells Nikiola what he sees. He sees a land that has been too long divided and decaying. He sees a land that has suffered the whims of the world outside, and folded in on itself. Doom sees a land in desperate need of a rebirth.
Doom knows that Nikiola is familiar with Latveria’s gypsy fathers. Doom tells the scared citizen that they rise from the land. That they take from the land. But, he adds, when the sun goes dark in the end, Doom believes that the land must endure – forever. Doom tells Nikiola that what he sees is the beginning of forever, and Doom wanted to witness it, among his people. His own. Doom activates his flight boots and lands down, bidding farewell to Nikiola.
Magus gets impatient, and calls Mr. Winn. Winn informs his master that they still haven’t found any of their enemies. Magus orders to continue pursuit, but they are interrupted. Spider-Man and Xina crash in the building in a huge car, and head straight to the Phalanx’ terraformer! Xina makes sure that the Phalanx only pay attention to her and fights them, while Miguel, loaded with heavy guns and other weapons, slings to the terraformer to destroy it.
(the Last Refuge)
Bloodhawk, Luna, Willow and Hodge face the Phalanx Dreadnodee. The robot-like creature manages to trap both Luna and Bloodhawk. While Willow fights the monster and gets backed-up by Xi’an, Hodge takes out his gun and rescues Bloodhawk from the trap. Bloodhawk uses his claws to rescue Luna, who notices something. Victor Ten Eagles shows up, with a combined attack force of both humans and mutants! They have put aside their differences, and today fight together for the survival of planet Earth! Confident with hope, everyone regroups and attack the Dreadnodee at full strength.
Spider-Man is about to kill Nostromo, who begs the hero to do the job. But Spidey is stopped by a triumphant speaking Doom. He informs everyone that there’s no need to kill the boy. He also mentions that the borders of Latveria have been restored in their former glory. Doom is content that everything is as it should be. Doom realizes that Magus and the Phalanx have unwillingly given him what he wanted. Doom offers the Phalanx that they’ll let them all live, if they agree to leave planet Earth now. Magus is interested, and asks for time to negotiate.
Nostromo tries to warn that it’s all a trap, but the warning comes too late. Magus grabs Doom, calling him a fool if he’d think they would even consider it. Doom can’t believe it, because his offer was sincere and he would have spared the Phalanx. Magus laughs and strips Doom from his armor. Only his cape is left, and Doom’s entire body and face are shown. Magus calls Doom nothing without his armor but Doom has other thoughts. He points his attention to Nostromo, and asks the boy to activate “subroutine Cynthia.”
Nostromo can’t believe it, but the Scout program is being erased from his body! Magus enlarges his body and furiously attacks Doom. He wants to know what happened. Doom, while dodging every slam of Magus’ fists, explains it. He reveals that he was there when the Phalanx were last defeated when they visited the Earth, and knows that they were defeated by the X-Men and their allies. Doom realized the danger and wanted a back-up plan. He tracked the Phalanx’ code and added his own “programming” to it. But, Doom continues, when he jumped into the future, he temporary lost track of the Scout. So, Doom started the mutant messiah myth to ferret him out, and impregnated him with the Trojan horse that would cripple Magus’ operation.
Winn steps out of the shadows, and slashes Magus with his claws and reveals that he was working for Doom all this time. Doom orders Spider-Man to take Nostromo and Xina out, while he stays behind to finish the job. Xina and Doom take goodbye from each other in a painful moment, but Doom tells Xina to keep on exploring. They leave, and watch Castle Doom explode.
(Reed Richard’s former lab)
Eddie finds himself infected by the aliens, which can’t be a good thing. Eddie at first doesn’t feel anything bad about it, but then suddenly hears voices in his head, and it hurts! And the voices feel so cold and alien. Franklin repeats Eddie’s words. Maddie feels that something is wrong with Franklin. Shakti wants to help, but can’t. Franklin has done something to her, which makes her unable to move herself. Shakti doesn’t like being so helpless, and also not the fact that her powers are gone. She thinks that she didn’t make the X-Man she thought she would be.
Franklin suddenly starts downloading some files. When done, he tells Shakti about the Collective. She panics, realizing that Franklin’s connected to the Phalanx! He confirms that. Shakti warns that Franklin has to shut the files down immediately, as the Phalanx could get access to lots of secrets to destroy mankind!
Franklin opens the Phalanx’ computer screens in their spaceships. Franklin believes Shakti, and concludes that the Phalanx truly are evil. The Phalanx try to fight back, but with no success. Franklin starts destroying their entire spaceship! The Takers destroy the final left-over Phalanx, and cry victory. The warning alarm for the explosion goes off, but they’ve only got a few seconds left. Metalsmith wants to try to escape, but not Twilight. She doesn’t see the use of it. They kiss. On Mars, December and Dr. Isaacs have traced her friends only to watch them die.
Eyes rise to the heavens. The survivors of this cosmic drama can’t help to weigh the cost of this victory. To themselves, to their loved ones, and to the tomorrows of their world. And while some may rejoice in their gain and others grieve in their loss, all are ignorant of what the coming days shall bring. Yet whether for good or ill, to all, one thing is certain: the future is an unwritten story. And the possibilities are infinite.