X-Force (1st series) #38

Issue Date: 
September 1994
Story Title: 
Life Signs - part 2

Fabian Nicieza (writer), Tony Daniel (penciler), Kevin Conrad (inker), Marie Javins (colorist), Chris Eliopoulos (letterer), Bob Harras (editor), Tom DeFalco (editor in chief)

Brief Description: 

Cannonball, Forge, Wolfsbane and Douglock find themselves near a tiny hamlet in the Italian Alps. After a brief confrontation between Sam and Douglock the foursome head into town. Xavier makes a connection with Forge via the astral plane. He sees what Forge sees; the Phalanx as a beautiful life form. Xavier believes the Phalanx still needs to be destroyed, but Forge begs to differ. They come across a breeding ground for the Phalanx and one of them hatches. It attacks Forge and both he and the Professor learn the true intentions of the Phalanx race, to assimilate everything on Earth, and then move from planet to planet until all life is Phalanx. After freeing Forge the four of them head off to the Babel Spire, a beacon created by the Phalanx to send a message to the other members of their race not on Earth. The only problem is that each member needed to be infected with the transmode virus in order to gain access. They arrive without any problems. Unfortunately the spire begins sending the message just as they make it. At Mont St. Francis, Moira is able to get a signature lock on the techno-organic patters of the Phalanx by running some tests on Kitty and Rictor. They locate three concentrations of Phalanx activity and decide to send a strike team at Xavier’s request. Half of the mutant heroes head off on a mission of stealth while the other half stays to defend Moira while she completes her research, which may be the key to stopping the Phalanx once and for all.

Full Summary: 

The Italian Alps

Cannonball, Forge and Wolfsbane find themselves staring out over a tiny hamlet in the middle of the Italian Alps. Cannonball sarcastically asks if this is the headquarters of the Phalanx. Douglock wants to know why Cannonball doesn’t trust him. Cannonball goes over a laundry list of things, ending with the fact that he kidnapped the three of them and dragged them there.
Douglock doesn’t deny his actions, but explains his purpose was altruistic. Cannonball starts yelling at him again. Wolfsbane shoves Cannonball in the back. She asks him why he’s so distrustful. She sees Douglock as a sign of their old friend and believes they should trust him. A tear streams down her face when she calls it a miracle.
Cannonball tells her he believes in miracles, but he’s afraid. Rahne asks of what. He tells her he’s afraid that if he believes Doug is really back then something will happen to him to take him away again, and that he can’t stand. So instead he’s been treating him like an outsider. Wolfsbane reminds him that people treat them that way all the time. Cannonball shamefully replies he knows.
Forge speaks up in Douglock’s defense. He also reminds them they’re there to stop the Phalanx and they need to get going on the job. He thumbs some sort of gizmo in his hand and turns it on. They make their way down the hillside. Cannonball thinks they should have a plan, but Forge just pushes on through. Sam voices his skepticism, to which Rahne tells him he’s being silly.
They walk through the center of the village. Stores and stands line the sides of the street. Plenty of villagers are out and about on the fine, sunny day. Cannonball wonders aloud why nobody’s looking at them funny. Forge tells him he was building a holographic transmitter while they were topside. Cannonball still thinks something’s wrong; things are a little too perfect.
Douglock agrees with Sam. He can sense the Phalanx out there, the buzzing drone of the collective intelligence. He assures them with that being the case, the Phalanx can definitely see them. As they continue further down the street, the “innocent” bystanders reveal their true form, that of the Phalanx. They all look very pleased.
Mont St. Francis

Kitty yells in agony while trapped inside a machine put together by Forge. He built it in the hopes of finding a biological trace of the transmode virus. The intended guinea pigs were anyone who had contact with Warlock or Magus in the past. The very painful process was attempted on Rictor earlier.
Shatterstar voices his distaste with the painful experiments. Moira agrees they’re not pretty, but assures him it’s the one shot they have at stopping the Phalanx. If they can pinpoint their exact cellular structure they may have a shot. Daytripper and Warpath join in on the conversation discussing the trials and tribulations of being a superhero.
In a hallway nearby, Havok, Polaris and Siryn are standing watch. Beyond the door they guard lies the Professor, sitting Indian-style. Guido and Nightcrawler are in there with him, keeping an eye on their mentor. Both groups of mutants discuss their admiration of the Professor.
Nightcrawler bamfs away after telling Strong Guy to yell if he needs help. The Professor doesn’t seem to notice as maintains his efforts to telepathically contact Forge. As the Professor’s essence travels through the astral plane he remarks on the need to locate Forge and Douglock for they may have the answers to stopping the Phalanx.
The Professor is pleased to find Sam, Forge and Rahne all in good health. He calls to Forge and asks to make a connection with him, to see what he sees, to merge with his mind. The Professor is shocked and amazed to see the Phalanx as Forge sees them, a beautiful creation.
Cannonball notices Forge go a little blank and asks if he’s ok. Forge doesn’t notice, but begins answering out loud to the Professor’s internal questions. Cannonball asks if the Professor is making contact. The Professor explains that he is trying to see things through Forge’s mind. Forge voices his hope that the Professor sees them as something incredible, something new.
Wolfsbane asks Douglock to show the Professor the truth about himself. Douglock agrees and places his hands on the sides of Forge’s head. He begins merging with Forge, much to Cannonballs chagrin. Douglock tells him it’s already too late to worry. Forge was infected with the transmode virus back at Mont St. Francis.
Forge and the Professor enter into a telepathic debate. Forge sees the Phalanx as a new life, one that deserves to live and thrive. Xavier argues that it shouldn’t allow them to try to assimilate all life on Earth. Forge argues they have as much a right to exist as mutants do. The Professor brings up the point again that they are killing others in order to survive. Douglock interrupts them to warn them the threat is growing.
Cannonball and Wolfsbane walk over to the edge of a nearby cliff. Forge and Douglock join them. Rising up from the valley is a gigantic structure. Douglock refers to it as the “Nursery Conduit”, which he explains was created without the control of the collective intelligence. Forge/Xavier stares at what is obviously a breeding ground for new Phalanx life. They finally realize just how bad things are going to get.
Mont St. Francis

Moira finally gets a signature lock on the techno-organic patterns from the tests she’s been running. Warpath runs the pattern through the computer system and finds three areas of high Phalanx activity. Rictor confirms the three locations to be southern California, the Italian Alps and the Himalayas.
Nearby, tensions begin to rise as Shatterstar refuses to sit around and wait for action. Havok tells him they’re not going anywhere until the Professor is finished with his meditation. Shatty curses and attacks Havok’s leadership skills. Siryn joins in to try and reason with Shatterstar. She reasons things would go better if they went into the fight prepared. Shatterstar begrudgingly consents.
The Italian Alps

The foursome, with the Professor’s astral projection, make their way for a closer inspection of the huge tower. They stop mere feet away. What Forge sees surprises him. The Professor looks through Forge’s eyes again and is able to view the living organisms inside the cellular membrane. The Phalanx are reproducing.
The membrane in front of them hatches with a small explosion. Tendrils come shooting out. Forge reaches out to them despite the Professor’s warning. Forge is dragged through the air as the techno-organic vines lengthen exponentially. With his leg and neck embraced in a tight hold, Forge isn’t able to do much. Cannonball tells Forge to hang on and blasts off to the rescue. Wolfsbane asks Douglock what’s happening. Doug believes newborn Phalanx need an organic host before gaining an individual form.
The Professor reaches into Forge once more to establish a link and discover what’s happening. Wolfsbane asks more questions of Doug. Douglock explains that Forge and the Professor are probably experiencing the Phalanx Covenant through the newborn. They’re probably learning why and what the Phalanx do to survive.
Xavier lets out an astral scream. He suddenly becomes aware of what the future holds. How the Phalanx will assimilate and procreate until all other life on Earth is gone, and then they will continue to move throughout the universe doing the same thing over and over again. The worst part about it for Xavier isn’t the bleakness they face, but the fact that Forge doesn’t seem affected by this information. Xavier probes deeper and realizes that not only is Forge not dismayed, but accepting of it.
Mont St. Francis

Xavier screams at the top of his lungs shocking the nearby Guido. He cradles the Professor in his massive arms and tries calming him down. Guido asks if he was able to find them. Xavier explains he did, but also tells him of the Phalanx’s goal of not just assimilating mutants, but the universe as well. He turns his head to face the growing audience of mutants who heard his screams. He tells them they need to stop the Phalanx now.

Havok points out they risk losing the friends they have already out there. Xavier calmly tells him that their mission comes first because everything is at stake. They must operate assuming the Phalanx know that Xavier received this information, which is why they must act swiftly. The Professor formulates a plan, one that involves a group staying behind to protect Moira. Nightcrawler suggests stealth for the attack and strength for the defense.
He, Havok and Siryn split the group into two teams. The strike team members consist of: Boomer, Daytripper, Nightcrawler, Polaris, Rictor, Shadowcat and Siryn. The defense: Britannic, Havok, Meggan, Shatterstar, Strong Guy and Warpath. Nightcrawler’s only concern is how they’re going to get there without the use of anything mechanical. Polaris tells him not to worry as long as Siryn can handle the strain. And just like that the strike team is magnetically sealed in a bubble aided in flight by Siryn’s scream. Both Havok and the Professor stick around to see the group off.
The Italian Alps

Sam finally frees Forge from the Phalanx’ grip. Sam asks for a plan on defeating the aliens, but Forge doesn’t think it’s that easy. He explains how the Phalanx sees things so differently, not that they’re necessarily evil. He tells Sam there’s something magnificent about the structure of their race. Cannonball touches down near Forge. He can’t believe his own ears. He wants answers.
Rahne interrupts them by pointing out something off in the distance. Forge asks Douglock if that’s where they’re building the thing that makes Douglock so afraid. Douglock agrees that it’s the Babel Spire, their beacon.
Sam demands to know what they’re talking about. Douglock reaches for his arm and tells him all the answers they need are there. He explains the only way to get there is by scrambling their mutagenic signatures with a techno-organic cloak. Sam grabs him by the collar and starts shaking him. He accuses Douglock of attempting to infect him with the transmode virus so they can be captured.
Rahne leaps in and boxes Sam on the shoulders, knocking him back. She yells at Sam again for his constant distrust in Douglock. She knows Doug Ramsey is dead, but senses the morality of him inside of Douglock. She offers her hand to her Phalanx friend and tells him she’ll follow his lead. Douglock grabs hold and infects her.
Wolfsbane is bewildered by the ways in which the Phalanx see the world. Nothing bad happens to her, but Sam is still doubtful. Douglock pleads with him one more time, that the fate of the world, their success in the mission, rests in their ability to infiltrate the Babel Spire. He reaches out to Sam once more and asks for his trust.
Time passes as the four of them traverse several miles to the Spire. They approach the perimeter guards and much to their relief walk right by without conflict. They know the subterfuge won’t last forever, but they opt to wait until their cover is blown to decide what they’ll do then.
Off in the distance Shinar watches them enter the Spire grounds. He realizes they’re not newly assimilated workers, but is unsure of their purpose. He decides to bide his time until more evidence of their intentions presents itself.
They almost reach the base of the Babel Spire when it lights up in front of them. Cannonball asks what’s going on. Forge tells him they’re going to make a call. Douglock explains the message the Phalanx are sending will tell the others that Earth awaits their return.
The ground begins to shake and everyone moves for cover. Douglock explains in more detail that the spire will send a message to their parent race that Earth has been assimilated and that they can join them, reaping what they’ve sown.

Characters Involved: 

Boomer, Cannonball, Rictor, Shatterstar, Siryn, Warpath (all X-Force)

Forge, Havok, Polaris, Strong Guy, Wolfsbane (all X-Factor)

Britannic, Daytripper, Meggan, Nightcrawler, Shadowcat (all Excalibur)

Professor Xavier (all X-Men)

Moira MacTaggert


Kitty’s memories on a view-screen

Colossus, Cyclops, Storm, Wolverine, Professor Charles Xavier (all X-Men)

Britannic, Megan, Phoenix IV (all Excalibur)

Cypher, Warlock (all New Mutants)


Carmen and Terri Pryde
Astral Plane

Cannonball, Forge, Wolfsbane, Professor Charles Xavier

Story Notes: 

This issue is part two of the "Life Signs" storyline of the Phalanx Covenant crossover.
Magus is Warlock’s father.
On page 42 of this issue Sam is supposed to be holding a conversation with Douglock. However, the barely visible face of the person he’s talking to is browner in color with reddish hair (obviously colored for Wolfsbane). Also, when Douglock reaches for Sam’s hand in the panel below his arm is brown like Wolfsbane, not grey like usual.

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