Monet St. Croix is suspended motionless while the Phalanx completely envelop her body, forming what looks like a second layer of skin and reaching everywhere from her hair follicles to underneath her eyelids. She can hear them talking while they move throughout her body. She knows of their plans to assimilate all life on Earth into their techno-organic collective intelligence. Monet bides their repeated attempts to assimilate her, as through it all she is learning a lot more about them.
Several Phalanx life forms appear out of the techno-organic mesh. They discuss their repeated failures to absorb Monet. One of the entities asks if it’s due to the fact that she’s a mutant. The third form runs a quick analysis and confirms the hypothesis.
Another Phalanx entity joins the conversation, Cameron Hodge. He doesn’t argue the point, but states that just because they’re mutants shouldn’t mean they are unable to be brought into the Collective.
Then the voice of Dr. Stephen Lang chimes in and states the obvious, that mutants are a different lifeform from humans. Hodge agrees and discusses with his new friend about their previous attempt to get rid of mutants, Hodge referring to mutants as a “disease” on the planet. This is why, Hodge states, the Collective wants to eliminate all mutant interference. This is why they’re targeting the Generation Next mutants. Images of the heads of five of the Generation Next mutants appear in the distance.
Lang swipes through the headshots with his long fingernails, slicing them in half. He asks Hodge what will happen if they are unable to figure out how to assimilate mutants. Hodge replies that any who oppose the Phalanx will be destroyed. Lang asks if that includes humans as well. Hodge tells him that assimilation will solve any problems of opposition.
With their conversation over, the once human Lang begins to wonder what Pandora’s box he has opened. As the human link to the Phalanx, which was patterned after Hodge, he wanted to rid the world of mutants and preserve the humanity he cherishes. Now, he realizes, all of humanity is threatened too and it frightens him. The Phalanx are evolving way beyond his expectations.
St. Louis, Missouri
Everett Thomas stands with his arms folded atop the stoop to an old precinct house. At least twelve police officers have their weapons, both handguns and shotguns, trained on him. Everett asks the officers if they plan on shooting him because he yelled too loud. It was because when he yelled every window within several blocks exploded, one of the officers explains. Another cop pipes up about the criminal charges: reckless endangerment, vandalism, and negligent assault.
Everett tells them all to calm down. He explains again how he was fighting some liquid-metal creatures and somehow his scream was an after-effect of the battle. “...like we’re supposed to believe that”, one of the officers tells him. “I think it’s a safe bet that at least half of you believe me.” Everett replies.
Confused, some of the officers in front turn around to find their counterparts are not really human. One of the officers announces their intention as the Phalanx to proceed with the assimilation of Everett Thomas. Another one pipes up that they don’t know what his mutant power is yet and to proceed with caution.
They lunge at Everett, and he does his best to keep them back. He tells the police that these were the things he was talking about. A loud grumble is heard and Everett is left to wonder what’s next. The Phalanx detects a previously registered mutagenetic signature: sonic assault. Then it realizes the building in front of them is about to collapse.
The police officers realize it too and run for their lives, one of them noting an ear-piercing sound. Everett hears it too and realizes that he must have gotten in synch with someone who has that power, which explains the window fiasco.
Right on cue, Banshee and Sabretooth arrive on scene. They tear it up as they advance on the Phalanx. Banshee spots Everett and tells Sabretooth to go get him. Sabretooth closes in, slices through the arms of the Phalanx holding Everett, and pulls him free. The Phalanx, who are normally able to defend themselves against any mutant power they’ve previously faced, realize that as long as Banshee screams at a previously unused decibel level, then they are vulnerable. With that Banshee lets loose with his loudest scream yet, liquefying the Phalanx entities where they stand.
The police stand around surveying the area and the damage. One of them wonders if they should arrest the mutants. Another quips, “What for? Saving our lives?” Banshee tells them that “thanks” would suffice.
Sabretooth admires Banshee’s ferocity and compliments him on his darker side. Banshee assures him that he didn’t take any pleasure from it. Everett interjects, wondering what exactly is going on. Banshee tells him they’ll explain it to him in a bit, but first they need to leave. Everett protests for his family’s safety. Banshee explains that they’ll be safe, the Phalanx are only after mutants.
Nearby, Jubilee and the White Queen are keeping a lookout, with Jubilee standing on top of the hood of an SUV. Jubilee asks Emma if she’s picking up any telepathic updates. Emma tells her they’ve found and rescued Everett and are returning to meet them. She also tells Jubilee to get off the car. She explains to Jubilee that they need to draw less attention to themselves now. Jubilee, obviously put off by Emma, tells her she doesn’t have to be so overprotective just because of what happened to her Hellions. Also noticing the lack of attention paid by the civilians walking around, she asks Emma what’s up with that. Emma explains that she is telepathically masking their presence from them, which would be a lot easier if Jubilee would stop talking to her.
Jubilee sits down on the hood of the car. She starts angrily muttering about Emma, recalling the recent events of her life from getting beaten by the X-Men all the time to getting her brain fried and ending up in Iceman’s body. Jubilee continues to talk to herself, imagining what it would be like if Wolverine were there. She imagines he’d beat the Phalanx no problem and then go on to beat down Emma and Sabretooth.
Jubes stops talking, sensing something amiss. She turns around to find a few “civilians” transforming into Phalanx form. The gum bubble she was blowing with pops as she looks on in horror. She tells Emma they’re about to be in deep trouble.
Cumberland County, Kentucky
What at one point was a quiet night on the Guthrie family farm, took a drastic turn for the worse the next. The Phalanx arrive bursting into the home and grabbing the Guthrie mother, Lucinda. Paige Guthrie is the first child on scene and grabs a hold of her mom’s arm. She tries to pull her free from the Phalanx hold, but is unable to do so. Lucinda tells her to stop and get away, but Paige won’t listen.
Five more Guthrie children arrive, including Josh who orders the rest of the kids to stay back. He contemplates getting his father’s shotgun from the barn, but realizes they have no time for it. He kneels down and wraps his arms around Paige, telling her to hold on. She’s doing her best, she tells him, but her arm’s really hurting. Lucinda begs Paige to just give up and let her go and get the rest of the kids to safety.
The Phalanx mocks Lucinda, as if she were the one they were really after. They tell her they’re after the Generation Next Mutant. The word “mutant” registers with Lucinda and she realizes they’re after Paige. The Phalanx acknowledge Paige Guthrie as their target, a transitional bodymorph. They immediately release Lucinda and swallow Paige up. Josh yells for Paige to use her powers to break free, but Lucinda reminds him she can’t do it at will.
With Paige in tow the Phalanx depart, leaving the house in shambles. The Guthrie children surround their mother as they look into the sky. Jeb asks his mother what they can do. Lucinda replies she doesn’t know and worries that Sam and the X-Men might not be able to do something about it either.
Jubilee and Emma are fleeing from the three members of the Phalanx right on their tail. Jubilee asks Emma if she has a plan. Emma quickly reviews their offensive situation, that both of their powers are useless against the Phalanx, and surmises they’re going to die. “No wonder yer Hellions’re toast!” Jubilee quips.
With both Emma and Jubilee cornered, one of the Phalanx gives the order to terminate Emma so they can retrieve Jubilee as one of the Next Generation mutants. Emma tells Jubilee to get behind her and close her eyes. As the Phalanx close in one of them is torn asunder. The cavalry has arrived.
Both Banshee and Everett, using his synching power, attack with the sonic scream. Sabretooth dives in to the action, informing the two ladies that the Phalanx can’t compensate for Banshee’s scream as long as he changes the frequency. The Phalanx proclaims that eventually Banshee’s wavelength spectrum will be analyzed and compensated for. As Sabretooth tears through its midsection he tells it to try and compensate for that.
Emma sensing the situation to be dire tells Jubilee and Everett to open their minds to her. She wants to link their three minds.
One of the Phalanx manages to trap Banshee. It shoves some techno-organic circuitry down Banshee’s throat and announces to its compatriots his solution to stopping Banshee’s attack. Sabretooth is also overwhelmed and slowly being wrapped up.
During the mindlink, Emma assesses how Everett’s power works. She wants Everett to use Jubilee’s powers in ways she’s afraid to, to detonate the matter the techno-organic beings are composed of on a sub-atomic level. She links the two of them together so Everett can see through Jubes’ eyes.
An explosion of enormous magnitude rips through the scene of the battle. The Phalanx are demolished. Banshee and Sabretooth are alive. Jubilee looks at the carnage of the scene. “Did I just do that?” she asks. “No. I did.” Everett corrects her. “Even better.” Jubilee replies.
Emma tells Sean to hurry before the Phalanx reconstructs itself. Sean points out that it’s already too late. Stephen Lang appears out of the T-O mesh and congratulates the mutants on their minor victory. Banshee recognizes the form of Lang and calls him on it. Lang admits he’s right and tells him that resistance of the Phalanx is futile. The day when mutants are finished is near.
Lang tells Banshee of the help they received on the X-Men from Candy Southern and Cameron Hodge and another friend whose face Lang brings out of the T-O mesh. The face starts talking and Banshee immediately recognizes her as Sara Grey-Bailey, Jean’s sister. Sara gets out a brief message, “Jean - - don’t let - - find Jean - - help - - my - - sis...ter...” before being absorbed back inside.
Lang admits to Banshee that Sara was very stubborn when she was first absorbed into the Phalanx. Her mental strength was very strong, like Jean’s. However, she eventually succumbed to the will of the Phalanx. Lang showed her to them to prove a point, he explains. He wants the X-Men to be aware that the Phalanx knows them inside and out. Lang drops another bombshell on them. He tells them the origin of the Phalanx came in part from the remains of their alien friend, Warlock.
Emma tries to reason with Lang, pointing out the fact that the Phalanx have grown into something more. It’s no longer just the crazy fanatics who infected themselves with the transmode virus. Lang is angry; Emma obviously hit a nerve. He tells her that the Phalanx will allow humans to get one step ahead of mutants on the evolutionary ladder. He claims the Phalanx will rid the world of mutants once and for all.
Lang reaches for something else within the organic mesh. It’s the face of a female child. He asks the mutants if they recognize the girl. He doesn’t wait for a response before telling them that a mutant named Paige Guthrie was taken during their fight to save Everett. He laughs at them as the Phalanx took yet another step towards achieving their goal.
As Lang merges back into the Phalanx remains Emma continues to talk about the dangers the Phalanx pose to humans. She tells him that even though he is trying to eradicate mutants to protect humanity, he’s actually ending humanity to achieve his goal. Banshee’s angry that they took another child. He kicks at the circuitry lying on the ground where Lang had stood and tells Emma that hate has no reason.
Emma has some good news. She tells Banshee that when Lang showed them the girl she was able to make contact with her psychic imprint. Banshee asks if that means they can track her down. Emma tells him she can only give him a general location. Banshee says it’ll have to do. First he wants to find out how many more of the Generation Next kids they’ve captured. Then he wants to head to their stronghold, tear the place up and rescue the kids.
Jubilee interrupts the two adults in the midst of their planning. She points out that someone’s been pretty quiet lately. They turn about and realize Sabretooth is gone. Banshee looks at his wrist detonator, which was the only thing keeping Sabretooth in line, and notices it was damaged during the battle. He assumes it was Sabretooth who probably did it. Nearby, they spot the muzzle and gloves that contained Sabretooth lying on the ground.