Inside Tibetan Airspace, three X-Men, along with Cable, are headed to the Phalanx’s citadel. Flying in a fifty year old DC-3 airplane with the radar and all other tech on the plane shutdown has taken its toll on Cable, as he begins to complain about the rough ride. Wolverine seems to be not faring well either but he defends his two friends, Cyclops and Jean Grey, who are piloting the plane.
Logan tells Cable that they are doing the best they can, even without his “backseat driving.” In the co-pilot’s seat, Jean tells both Logan and Cable that if they don’t stop arguing she will be forced to place a psionic muzzle on the two of them. Cable asks Cyclops and Jean if they think the Phalanx won’t notice them. Jean explains to Cable that the Phalanx will not think to notice such an old plane as a threat until it is too late for them.
The four adventurers near the giant Phalanx Citadel, a fortress made of Phalanx circuitry that twists and protrudes high into the Tibetan landscape. Cable tells the others that, though it is big, it’s not so big that the four of them can’t “crack it.” Cyclops cautions that they are the mutants’ last hope and if they don’t succeed … Stopped in mid-sentence, Cable exclaims that they need to just get on with it.
Within the citadel in an antechamber of the Womb, the man once known as Stephen Lang tries to ally himself with Psylocke. Stephen Lang announces that he wants Psylocke to stop fighting the absorption process and to let the Phalanx take her over. Covertly, though, he communicates with her on a shielded psi-wavelength, telling her that he is what the Phalanx call the Interface Designate. He explains that he has been allowed to keep the part of him that makes himself human so the Phalanx can still have a foothold on the human perception. He tells her that he thought the Phalanx were going to save humanity, though he now believes otherwise.
To this, Psylocke states to him that he still has it. Confused, Lang asks what? She tells him that he still has his soul. Just then, the merged Cameron Hodge appears through a nearby wall. Hodge warns that a plane has just broken through their sensor screen. Startled, Lang asks why it wasn’t detected sooner? Hodge explains that the plane just appeared out of nowhere. He goes on to say that the plan emits no radar or microwave waves, as if it were some primitive pre-nuclear device.
Heading on a collision course to the exact location of where Lang and Psylocke are in the Citadel, the plane erupts violently as it strikes the Citadel. A telekinetic power opens the fuel tanks of the plane, sending gas over the wings and fuselage of the plane, making the impact extremely more volatile.
Inside the Citadel, Hodge screams out for Lang to tell him where he is. After, Lang answers back that he is safe, Hodge opines that the mutants must be desperate to be attacking them now in a kamikaze type attack. When he then asks Lang if Psylocke is dead, Lang says that she is not, that she still functions as a carbonite-entity. Hodge says that she will not be functioning for long as he wishes that all mutants could be easily assimilated as the pathetic humans of this Earth were.
With eyes white, void of pupils and a body naked save for the few tentacles of circuitry that wrap about his body and the myriad of cables and wires that seem to make up his hair, Lang stands in the midst of all the chaos, cradling the unconscious body of Psylocke in his arms. A battle rages inside Lang as he tries to keep in check his human emotions as he sends out false readings on the broad psionic spectrum that makes up the Phalanx’s collective consciousness of his loyalty to them. He secretly remembers seeing the Phalanx’s plan for the destruction of all humanity on Earth. He knows he must keep his thoughts shielded from Hodge, including the fact that he knows the mutants on the plane did not die in their attack!
One thousand feet below the Citadel on the unassailable north face, four mutants cling desperately for survival. Cable compliments Jean on her ability to spot a ledge from a speeding plane and be able to use a telekinetic blast to put them right on it. Jean explains to Cable that she is not as good as he is praising, as she was meaning to deposit them a lot closer to the Citadel. Cyclops tells Jean that she did fine, as they are outside the range of the Phalanx’s psi-scans.
The mutants begin scaling the wall with nothing but their shear strength and a rope the binds them all together. Cable pulls Logan last up the rope and the two of them argue over Cable’s ethics. Cable tells Logan that the two of them can settle their differences right now if he wants. Logan states that Cable won’t let his machismo get in the way of the mission because even he knows the team comes first. Cable dangles Logan over the edge, holding his body up with one hand. He states that the mission has always come first. Cable places Logan down on the small precipice that the four of them share.
When Logan asks Cable why he just doesn’t bodyslide to the top and throw a rope down to them, Jean explains that, because of Cable’s techno-organic virus, he is the most susceptible mutant among them to be assimilated faster by the Phalanx and if they assimilate him the Phalanx will know their plan. Cyclops tells Logan that, if any one of them uses their powers, the Phalanx will spot them immediately. Cable rolls up the rope that was joining them all together and states that there is no way around it then. They will have to use fingers and toes, crevice by crevice, one thousand feet into the air. Getting ahead of Cable, Logan begins his climb, stating that it is going to be a piece of cake. Sarcastically, Cable agrees.
Inside the Phalanx Citadel, specifically the place they call the Womb, Stephen Lang and Cameron Hodge discuss why they are still keeping the mutants in their care alive. Lang states that they must be kept alive in order to find out why mutants are so hard to assimilate. Hodge looks over the green psionic stasis pods that dot the landscape near him filled with X-Men to find the one with Bishop in it. He finds the pod and attacks it, saying to Lang that they should at least kill him, as he is an energy vampire and would most assuredly wreck havoc if he were set free. Lang abruptly tells Hodge to go see to the Citadel’s security and leave the mutants to him, as that is his area of expertise. Hodge tells Lang, as he begins to disappear into the wall, that he is searching for the mutants that were piloting the plane, as he does not believe that the X-Men would resort to suicide as their sole tactic. Lang orders Hodge to not worry about searching the north face, as it is unassailable.
Outside the Citadel and a few hundred feet below, the mutants are still climbing their way to the top. Cable tells Logan that he knows his body has been through a lot lately, so if he needs help climbing he should not be afraid to ask for help. Logan violently thrusts his bone claws into the rock face and tells Cable that his body might be weak but his will is just as strong as ever. Further down the cliff, Jean Grey and Scott Summers discuss their feelings of sadness as they watch their own child climbing the wall ahead of them. Jean states that no parent should have to go into a battle beside their own child, as it is hard enough without having to worry about his safety.
Back in the Womb, Lang tries to come up with a plan to defeat the Phalanx. He thinks about how he has been able to partition his own mind against the other Phalanx overhearing his thoughts. His thoughts on partitions gives him an idea. He sets Psylocke free and asks her to succumb fully to the assimilation process of the Phalanx. He adds that he will set a partition in her mind that will let her take back control of her body once she meets certain goals of his. He tells her it is the only way to fool Cameron Hodge into thinking she is one of them. He says that, once she attacks Cable, she will come out of her assimilation and be able to help her friends defeat the Phalanx.
Outside the Citadel, the mutants have reached what would be considered an impasse to a normal human. A rock ledge looms above them, one they cannot get around. Cable tells Jean that their only chance is for her to use a short microburst of her energy to propel him back and over the ledge above them so he can throw a rope down to them. Scott tells Jean that they will only have one chance to use her powers and, if Cable fails, he will die and the three of them will have to go on without him. Cable wonders why Jean is stalling, as he calls down to her that it is not like she was the one that threw him up in the air when he was a child.
Jean remembers a time in her past, but the world’s future, where she raised Cable as the woman named Redd. She recalls how he used to love her throwing him up in the air using her telekinetic powers. Her thoughts are interrupted by Cable’s insistence that she hurry. Knowing what is at stake, Jean pushes back her concern and uses her power quickly hurtling Cable into the air. Cable shouts in astonishment. Grasping hold of the protruding ledge Cable realizes that he did not take into account that the top of the ledge slopped and he begins to slide. Jean, worried, begins to use her powers to save her son. Cable shouts down for her not to do it, as it will give the Phalanx their location.
Logan jumps into action, grabbing hold of Cable’s legs and climbing his body to the protruding ledge’s surface. Logan hauls Jean and Scott up to the surface and hauls Cable up last, while Jean and Scott rest nearby. As Logan pulls Cable up, he tells him that he cares deeply for Jean and he noticed that she seems to care deeply for Cable. He does not know why but, if she cares so deeply for him, then he will put aside his feelings for Cable and let their feud end there. Cable says that is fine with him. Logan throws Cable to the ledges surface and tells him that, if he ever tries to break Jean’s heart, he WILL finish what he started in Madripoor.
Inside the Citadel, the mutant power of Jean Grey’s does not go unnoticed. Hodge senses it immediately and warns Lang of his findings. Lang tells Hodge that he is acting illogically, as the north face is unassailable. When Hodge then argues that these mutants are not human, Lang uses logic to calm Hodge’s fears and agrees that he must have been wrong about the north face, though he will continue to scan the perimeter.
Minutes later, Hodge finds Psylocke roaming free. She tells him that he can scan her to see that she is fully assimilated. He does just that and finds out that she is. Two more Phalanx join Hodge and Psylocke, nearby where the X-Men’s plane crashed. Psylocke warns Hodge that Lang has partitioned his mind against Phalanx intrusion. Hodge states that that is impossible, as Lang would not be foolish enough to assimilate a mutant that knew his hidden secrets. Seeming to pay her statement no mind, Hodge begins to comb through the wreckage of the DC-3. He comes upon a decaying Phalanx tentacle and deciphers that the plane must have come from Muir Island.
Outside the Citadel, the four mutants have finally made it to their destination. Cyclops goes over their plan. He tells them that he will blast a hole through the bottom of the Citadel and Jean will propel him and Cable through the bottom with her powers, following shortly behind them. Looking at Logan, he tells him that he knows what to do. Logan tells him that they need to get on with it. With that said, Cyclops opens his visor full blast blowing a hole through the Citadel. Jean uses her powers but warns the two of them to be careful. Logan tells her that they all know that this mission will not be a “tip-toe through the tulips.”
Cyclops and Cable attack the oncoming Phalanx with an unkempt viciousness. Cyclops tells Cable that the Phalanx are coming out of the walls. Cable ascertains that they are not coming from the walls, they are the walls. Cable tells Cyclops to take the point as Cyclops tells Jean to watch their rear. The Phalanx seem to be in a panic, as they wonder where Hodge is. Jean takes out a Phalanx member that is about to sneak up on Cyclops and Cable and tells them that she is right behind them.
Elsewhere, Hodge has felt the presence of the mutants attack and curses allowed of Lang’s ignorance. How he told Hodge to not concern himself with the north face. He states aloud that he will absorb Lang himself and eat his consciousness. As Psylocke, Hodge, and his two Phalanx allies Brick and Dymphna race off to join in the battle against their attackers, Logan scales the cliff nearby, stating that he hopes Hodge chokes on Lang’s consciousness. After they leave, he states that the path is clear and it is time to make his move.
The three attacking mutants are surrounded by Phalanx as the Phalanx warns one another to be careful not to underestimate these mutants. One of them calls out to Hodge that they need his tactical judgment. He tells them that they need more than that, as he orders Brick and Dymphna to follow him and for Psylocke to guard Lang. Lang asks if he is sent to “Coventry” as he supposes...
In the Womb, Logan slashes away at the pod containing Bishop. Logan exclaims that these pods are tougher than a rhino’s hide. He thinks that if he keeps slashing away at one spot he’ll be able to do something. With one giant lunge, he is able to make a small hole in the pod. Bishop tells him that he has done it … he has freed them. Logan states that the hole is nothing more than a pinhole. Bishop says sit will suffice.
Back at the battle, Cable stands above his parents, as they lay helpless at his feet. The Phalanx have merged into one another and stand far above Cable. They tell him that he is already halfway a Phalanx anyways, due to his techno-virus, so he should just give up and join them. He tells them that no one wants to live forever, as he blasts through them with his guns. One of the Phalanx yells for them to deconstruct Cable, as Cable battles them he quips that they can’t take a joke.
Above the fight, Lang ponders if his plan is going to succeed. Psylocke yells back at Lang, asking him what he is trying to block. Lang states that Psylocke is quite submerged into the Phalanx role. In the midst of the battle with Cable, a Phalanx notices it’s feeling that something is wrong within the Womb and he warns Hodge. Hodge orders Brick and Dymphna to go to the Womb and attack the escaping X-Men. Terminate their life functions if necessary.
Logan sees the two Phalanx merging through the nearby wall. The still-trapped Bishop tells Logan to remember their plan. Logan attacks the two Phalanx and easily sends them into contact with Bishop’s pod. Through the tiny pinhole, Bishop sticks one of his fingers through, just barely enough to make contact, and he absorbs the energy from the Phalanx freeing him from his prison. Bishop steps from his pod asking Logan to help him free the others.
In the midst of the battle, Cyclops and Jean are regaining their feet. Cable stands above them protecting them from the oncoming Phalanx onslaught. He wonders allowed where the “little hair-ball” is because they are down to the “wire.” Just then, Logan, Gambit, Beast, Iceman, Storm, Archangel, Bishop and Rogue appear through a nearby cavern, pouncing down upon the heads of the Phalanx.
Hodge sends out a mental message to Psylocke to attack the X-Men starting with Cable. With those words, Psylocke’s mental partitions come down and she is able to free herself from the Phalanx’s control. Attacking the nearby Phalanx, Psylocke commands Jean and Cable to concentrate all their psi-energies on her. They do so and Psylocke asks as a channel sending the combined psi-energies on a path that disrupts all Phalanx’s psi-connection, effectively lobotomizing them from one another. Cameron Hodge alertly senses Psylocke’s thoughts as she dismantles the Phalanx’s psi-net. He sees Lang’s plan and knows that he has betrayed them. Nearby, Jean asks Psylocke if she thinks Lang can be trusted? Psylocke states that she doubts it as Lang had blocks upon blocks in his mind and he may even yet be using her for his own goals.
Outside the Citadel, on a nearby cliff, Lang stands aloft thinking that he can destroy the Phalanx and start anew on his plan to rid the world of mutants.
Back inside, Bishop is draining the Phalanx of their energy and attacking more of them with their fallen comrades own energy. Hodge tells them that the Phalanx are not beaten yet, as they have reserves all over the planet. In an instance, Hodge drains the energy from all the nests across the globe, pulling it all to the Citadel to power him and his allies.
Back outside, Lang senses what Hodge has done. He knew that Hodge would drain all the energies from the nests across the world, killing all the Phalanx in them just to save the Citadel and the Womb. He also realizes that Hodge has forgotten that is Lang who psionically holds the Citadel together with his own thoughts. He laughs, knowing that he can simply stop holding the Citadel together, killing the remainder of the Phalanx along with the X-Men as well. Hodge lets his control over the Citadel go. The building begins to collapse on itself. Storm commands Jean to gather the non-flying X-Men in a protective telekinesis bubble and she will use her power over the wind to place them against the nearby rock cliff to keep them safe.
The two work in tandem just as ordered and the X-Men save one another from certain oblivion. As Hodge begins to collapse into the depths of Mt. Everest, he uses the last of his energy to stretch out towards Lang. Grabbing his leg, he drags Lang into the depths of the mountain with him.
On the side of the mountain, Storm asks Jean how many psionic living essences were in there. Jean exclaims that they are like lights blinking out one by one. Cable tells her not to feel to bad for her, to remember what they were trying to do.
On the other side of the galaxy a techno-organic being senses that there is emptiness in their foothold on the outer-rim where the yellow sun with the nine planets are. He says that a more aggressive tactic must be needed … more to the point.