Sabretooth is fighting with policemen, and Jubilee and Beast are watching it on the news in the Blackbird. Beast says to Jubilee that Xavier didn’t want Wolverine along because of his attitude towards Sabretooth. Beast and Jubilee stay in the Blackbird while they tranquillize everyone down on the street.

They take Sabretooth chained back to the mansion, and Beast says to the professor that they can’t let Sabretooth stay for too long. Xavier wants to try once more to enter Sabretooth’s mind, and he says that they will turn him over to the authorities if it doesn’t work this time. Jubilee is worried about not telling Wolverine about Sabretooth’s presence, but Beast calms her and says that the sedatives will work for 48 hours.

However, the opposite is true: Sabretooth is wide-awake in his cell, and his face flashes black and yellow. Something seems to be downloading the database from the control room computers, but no one is there to notice it.

Jubilee is talking to Storm about Sabretooth as they enter the kitchen, but Wolverine is in there and overhears a part of the conversation. Wolverine reacts aggressively, and Jubilee tells him that Xavier is in the gym.

Rogue and Xavier are training in the gym as Wolverine walks in and says if they want Sabretooth alive, to get him out of there. Jubilee walks in after him, apologizing. Xavier tells Wolverine that Sabretooth is under his protection. Wolverine seems to accept, and says that he will make certain Sabretooth can’t get out.

Wolverine gets to the basement, and stands in front of the force field that keeps Sabretooth in. Sabretooth starts to intimidate Wolverine immediately, mentioning Silverfox. Wolverine gets angry, and smells that Sabretooth isn’t Sabretooth at all.

Xavier sits in his office, and is receiving a blurry camcall from no one less than Mr. Sinister. He cries out for help, and seems to be truly frightened. He says the danger is from a creature absorbing any kind of fabric and has the possibility to take any form. However, it’s already too late. Xavier is captured by a tentacle of techno-organic matter and is taken out of his wheelchair.

Beast is listening to a record with headphones, but then notices that some techno-organic matter is consuming his record player and headphones. It merges into some kind of creature, and tentacles burst out of his chest. Beast runs out into the upstairs hallway followed by the creature. The creature plugs his hands into the sockets on both sides of the wall, and seems to be moving his matter through the electrical wires in the wall. The electrical trace destroys the wall on it’s way, and moves faster then Beast. It merges again in front of him, but Beast jumps over his head, escaping into the main hall.

Beast is horrified as he encounters a big network of techno-organic matter in the main hall, with everyone trapped in plasma-cells. Wolverine’s upper body is still outside of a plasma-cell, and he is fighting against the tentacles. He cries out to Beast that he should escape. Beast’s chaser has entered the main hall as well, and shuts Logan up by completely drowning him in his matter. Beast jumps agile to the upper balcony and runs off. He takes his rucksack and jumps out of a window. He fails to take a sample of the creature, as it totally assimilates the container. Beast thinks that a neurochemical signal links the individual units so they can merge together at any given time.

Some people arrive wearing biochemical protection suits, and say that Beast is to move away from the house and that they need to debrief him. However, Beast is on to it and runs off. The group of people merge into apparently the same creature that Beast encountered before. He runs down to the garage and takes off in Logan’s car, not noticing that a piece of the techno-organic matter is on the rear. He says to himself that he should be faster than the creature. However, the piece of matter on the rear transforms into another techno-organic being, claiming that he isn’t faster, and needs to accelerate. Beast is startled, but the creature says to be on Beast’s side. The other creature is moving itself through the metal fence along the road, and merges from the gate in front of Beast’s car. The creature next to Beast crawls up Beast’s back and transforms into wings. They take off into the sky.

The creature explains to Beast in the air that he is titled “Warlock”, and is the heir of the “Phalanx”. The Phalanx is a collective being, and assimilates everything on it’s way. Warlock escaped with his lover from his home planet when he decided he didn’t want to be taken in by the collective of the Phalanx. A meteorite struck their ship and they crashed on the surface of the Earth. When he was looking for his life-mate on the crash site, people came to collect the wreck. They found Warlock’s life-mate, and he was too afraid to help her. The Phalanx followed Warlock and his life-mate to Earth, and according to Warlock it is therefore doomed. The Phalanx assimilated Warlock’s life-mate, and she is now part of the collective on Earth. He followed her bio-signature to Xavier’s mansion.

They land on the roof of a building, where Beast has a lab. He says it’s fortunate that it’s after hours, because people might be startled by Warlock’s appearance. Upon this, Warlock morphs into a human. Beast studies Warlock’s tissue under the microscope, and finds out that the techno-organic “virus” moves fast through human bodies and metal, but that it can’t assimilate mutant tissue. When Warlock reintegrates the sample, Beast hypothesises that the rate of assimilation is determined by the level of electric conductivity, and realises the danger of the Phalanx. He contacts president Kelly via camcall, but Warlock finds out that Kelly is no longer human. Beast contacts Forge next, and makes an appointment with him.

Meanwhile in the Spire, the main building of the Phalanx, an assimilated Cameron Hodge is talking to the Nexus about the little progress made on mutant assimilation. The Nexus tells Cameron that as soon as they learn how to do it, all units will reintegrate into the Nexus.

Outside the diner of Beast and Forge’s appointment, Warlock confirms that Forge and the additional being are both human. As they enter the diner, a mysterious figure with a pale skin walks out. Forge and Quicksilver are sitting at a table, and Beast and Warlock join them. Beast tells the story. A mob is suddenly yelling on the outside of the diner. The waitress suddenly turns into a phalanx unit and immediately assimilates Forge’s metal leg. Warlock tries to get through to his life-mate, and she is there for a few seconds. Then the unit turns back into full phalanx.

They run out into the alley, and Quicksilver speeds ahead to get the van. Warlock transforms into a leg so that Forge can walk easier. Unfortunately, the van was already infected with Phalanx, and captures Quicksilver in a plasma-cell. The rest try to flee, and they run into the mysterious stranger that walked out the shop earlier. He transforms into Sinister and starts blasting at the Phalanx. Sinister pushes a button on a device, and his plane arrives with the ladder down. Beast hesitates as Sinister says they should move, but then they grab onto the ladder and take off.

In the plane, Sinister explains that all of his laboratory and men are assimilated. They encounter the Spire, the Empire State Building, and Warlock claims that the Phalanx mean to add Earth to their collective. He blames himself and says that Earth is doomed.