The Alps-bound Phalanx’ mission is almost complete. The Babel Spire stands enormously off the cliff side. Once the beacon becomes operational it can send a signal spelling doom for the inhabitants of the entire planet. The four would-be heroes can only stare in horror at what lay before them; the material used in the construction of the spire is the assimilated bodies of the nearby villagers.
Shinar, the red-hued Phalanx, explains the purpose of the Spire, to send a message to their forefathers, the race that begat Warlock. Once they receive the signal they will come to Earth and bring about the age of the Phalanx. Shinar stares at Douglock calling him a puppet. He explains that Douglock was unaware that he was all part of the plan.
He continues on how happy he is to have “the Maker” with him. He believes Forge’s “sight” will aid them in the birth of new life forms. Sam’s heard enough and blasts off to try and free the unassimilated people being ushered towards their doom. He blows through some of the Phalanx guarding them and touches down.
Rahne takes off to aid him in battle. She calls for Douglock to follow, but he remains transfixed. Wolfsbane asks why he’s not helping, but Cannonball answers for him, saying he’s not the Doug Ramsey they knew. Wolfsbane starts hacking away at the Phalanx and tells the villagers to run for it. They don’t move a muscle. When she sees them all staring behind her she turns around and finds Douglock holding Cannonball’s unconscious body aloft.
Feelings of betrayal rip through Wolfsbane. Douglock apologizes for the deception, but tells her it had to be done. Then he wallops her on the head, knocking her out.
Douglock turns around and kneels at the feet of Shinar. He professes his allegiance to the Phalanx and asks what he may do to further the cause. Shinar doesn’t buy it so he grabs the side of Douglock’s head and smashes it into the ground. He tells Douglock his contribution to the Phalanx will be as a building block in the Babel Spire.
Shinar orders the guards to add Douglock and the other two to the beacon. He also tells them to assimilate the humans faster. He then turns to Forge and tells him it’s time to embrace his destiny. Forge looks confused, but acquiesces.
Mont Saint Francis:
Havok stands along the cliffside of Mont Saint Francis contemplating his role in this world. He sometimes wishes he could be a regular human being, content, never knowing when or how often the end of the world was near. He understands the meaning of the saying “ignorance is bliss”. His thoughts wander to the Phalanx and the threat they pose on mankind.
He is interrupted by the arrival of Shatterstar and Warpath. They both want to know why they’re just waiting around while others are out engaged in battle. Havok reminds them they need to stay behind where it’s safe in case one of the other teams needs backup. Shatterstar blows up at this. He can’t stand sitting around doing nothing. Havok empathizes with Shatterstar’s feelings of boredom, but reminds him he’s a member of a team and sometimes you have to take the job you don’t want to in order to be successful.
Havok reminds the two young warriors of the ongoing missions involving Banshee’s attempts at rescuing the next generation of mutants and Cable, Wolverine, Cyclops and Jean Grey’s attempts to find the missing X-Men. Shatterstar interjects with the other mission, the ongoing rescue attempt for Forge, Cannonball and Wolfsbane. He doesn’t understand why the more powerful members were left behind in defense.
Havok gets in his face, plasma gleaming in his eyes. He explains the mission required some stealth and not an aggressive attack. Shatterstar storms off. Warpath puts on an apologetic face and tries to joke it off. He departs shortly after leaving Havok all alone again. Plasma swirls from his hands as he yells out, “Kids!” He wonders aloud if he was ever that hotheaded. He thinks on it, and realizes he was.
Although Forge senses something is wrong with him, he is too overwhelmed by his new sight into the Phalanx. He is also unable to prevent himself from doing Shinar’s bidding in this awed state so he follows Shinar to the breeding grounds of the Phalanx.
Before him lie dozens of pods sticking up from the ground, rooted in the soil. Shinar tells Forge he’s in charge of ensuring they make it through the birthing process. Forge kneels down by one of the pods and places his hand atop it. “Incredible” he whispers. Shinar tells him they are the future. Forge turns to look at him. He tells Shinar all he sees is the end of all life on the planet.
Shinar continues speaking as Forge fights to clear his conscience. Shinar lectures his new friend on the superiority of the Phalanx race and uses the “survival of the fittest” ideology to drive the point home. He tells Forge the pods need a constant power source during this portion of their gestation and that sometimes it fluctuates. He tells Forge his job is to make sure their power source is never interrupted. He also tells Forge he can see it in his eyes that he wants to help them, wants to see what the Phalanx holds. Forge can only hang his head in shame as he realizes his attempts at breaking free of Shinar’s won’t work.
Douglock makes his way towards the top of the tower with Rahne and Sam partially absorbed into him, passing the writhing bodies of the local townsfolk. Along the way Sam and Rahne start yelling at him for what he’s done. Douglock tells them they don’t have time for it. Sam wants to know what he’s talking about. Douglock explains mutants are an anomaly to the Phalanx. So when he absorbed the two of them he combined their mutant engrams with his and is now able to climb to the top of the tower without their knowing. He is going to destroy the beacon!
Sam tells him it doesn’t work that way. If they’re going to do it it’s going to be the three of them on their own and not absorbed. Rahne agrees and tells Douglock they need to work as a team. Douglock gives in and releases Rahne and Sam. The three of them continue their ascension.
Near the Hive:
The EM Craft, designed by Forge and piloted by the magnetic skills of Polaris, makes its way behind enemy lines. Inside, Rictor reports the scanners are picking up no signs of life.
Boomer asks Kitty if she’s ok and they begin a conversation about loss and despair. It’s going nowhere, but luckily is interrupted by Rictor announcing a huge cluster of Phalanx activity on the radar. Nightcrawler comes over to check the readings and can’t believe it. The sensors are picking up a large grouping, but they can’t see anything out the viewport.
Nightcrawler orders Polaris to bring the ship down. He reasons the Phalanx are based on logic and so they must do something illogical to throw them off. Sure enough Lorna drops them near the ground and blows the ship outward. The X-members bust out and start hitting hard and fast against the encroaching Phalanx.
Not far away Shinar hears the sounds of battle and makes a break for the tower to defend it. Forge continues his work constructing a device to stabilize power to the pods. He also continues the battle for dominance of his mind. Shinar stops after going only a few meters. He realizes that if the beacon fails he still has his contingency plan right there. If the Phalanx pods hatch the world will still be theirs.
He asks Forge about his progress. Forge turns, sweat pouring down his face. He curses Shinar for manipulating him. Shinar smiles his predator smile and agrees. He leaves for the Spire.
The Babel Spire:
Cannonball, Wolfsbane and Douglock have made it to the top, but the beacon has been activated. Wolfsbane fears they’re too late. Douglock tells her there’s still time to scramble the message and redirect it. Douglock jams his hands into the tower.
Rahne asks if there’s anything they can do about the poor villagers kidnapped and forced into the tower. He thinks it’s possible, that they could reverse the flow of life energies, but it would require the sacrifice of a single life force. Cannonball volunteers, saying it was all his fault anyway.
Down below, the Nightcrawler-led rescue team has made its way to the base of the Spire. Polaris tells everyone to be wary of the villagers stuck in the tower. Shinar comes from out of nowhere and leaps at Polaris, grabbing her by the neck. Boomer fires some bombs that tear away at his back. Though weakened, he postulates on the end of humanity and the Phalanx’s reign. He tells them Forge is helping ensure their success.
High up above Wolfsbane is berating Cannonball for taking blame in the situation. His reasoning, he explains, is that Doug died on his watch, which makes him responsible for everything after. Douglock puts a hand on Sam’s shoulder and assures him with his limited access to Doug’s memories that he would never have blamed him for his death nor would he want him to sacrifice himself.
Douglock leaps into the beacon as Sam watches, shocked. Wolfsbane looks ready to cry as she says they can’t lose him again.
Nightcrawler teleports in and finds Forge hard at work stabilizing the pods. Forge complains he’s being forced to do it. Nightcrawler tells him to draw on his human spirit to help fight it. He reminds Forge of what’s at stake; the end of all they know. Forge agrees, but says he can’t stop. Maybe, he hopes, he can gain control of his power for a moment and create something that will prevent the power from getting to the pods.
Forge yells out in agony as he attempts his plan. Nightcrawler tells him to fight it, but Forge tells him their influence is too strong. He looks defeated as he tells ‘Crawler he doesn’t know if he can do it.
Douglock’s plan worked and the life energies are pushed back into their human hosts. Unfortunately the power load is too much for the Phalanx to hold and they begin screaming in pain. Sam flies Rahne to safety. They wonder if Douglock made it, but Sam doesn’t think so.
Down on the ground Shinar contemplates all that has happened. They will never get the message to the master race, nor will they be accepted on Earth. He too begins screaming. With the beacon’s destruction the spirit of the Phalanx is crushed. Shinar’s body, as well as those of his compatriots, liquefies to nothing.
Sam lands nearby where most of the X-members are gathered helping the villagers. He apologizes to Rahne for not believing in Douglock. She tells him it wasn’t his fault, she just wished they hadn’t lost him again.
Douglock rises from the ground in front of Rahne. She hugs him tightly. Douglock tells her the Phalanx have nothing to live for, but he does. He has learned acceptance as an individual and hopes to be part of a team and work the human way.
Forge yells out that he did it. Sure enough explosions rock the pod nursery, each pod eventually blows up. Forge can’t believe how close he came to being the person responsible for destroying all organic life. Nightcrawler tells him it was his humanity that saved him. Forge wonders aloud whether it was his humanity he was fighting with or was it his humanity he was fighting for.