A cold rain fills the night sky surrounding Mont Saint Francis, the destination of the merry band of mutants known as X-Factor. They arrive courtesy of an electromagnetic sphere created by Polaris. Upon nearing the ground, one by one they each jump out of their transport bubble.
Strong Guy voices his doubts about arriving at the right place. Forge assures him that Xavier gave him the exact coordinates and told them to come immediately. Xavier demanded they not bring any sort of technology, Forge adds, and explains that when you hear fear in the voice of Charles Xavier you start to wonder what could be wrong.
Rahne picks up a scent and tells her crew that something doesn’t smell right. Suddenly, they’re fired upon and just as quickly find members of both Excalibur and X-Force standing before them. Cannonball apologizes for the fireworks, but tells them to stay where they are for the time being. Nightcrawler apologizes as well, but assures X-Factor that they can’t afford to take any chances.
Forge wants to know what’s going on, what Nightcrawler’s talking about. Nightcrawler tells him they need to prove their authenticity before they can come any further. Guido scratches his head and asks for everyone to start speaking plain English.
Rahne asks Cannonball how he couldn’t know it was her. Cannonball tells her they can’t depend on trust alone at this point. Guido has heard enough and marches forward. Cannonball grabs him by the arm and tells him not to push it. Guido bowls him over, knocking Shatterstar and Britanic back as well. Boomer throws some charges Guido’s way sending him back down the hill. Havok and Forge are there to catch him and Havok tells him to calm down. “Sorry, ‘Lex, but I t’ink Boomer jus’ asked me onna date...”, Guido responds and the two groups poise for combat.
It isn’t until a telepathic yell of “Enough” hits them that they all calm down. It’s Professor Xavier and he arrives with other members of Excalibur and X-Force. He tells them their childish behavior must stop, as they do not have the energy to waste on themselves. Xavier apologizes to X-Factor once more, explaining that he had to telepathically scan each one of them.
Shatterstar brings up Xavier’s demand for no technology and points out Forge’s cybernetic arm and leg. Xavier rather curtly states that he has cleared Forge and that should be enough. Shatterstar apologizes and explains he was only being cautious.
Everyone makes their way to the cathedral. Strong Guy apologizes to Cannonball for their earlier scuffle. Forge sidles up alongside Xavier and asks what’s going on. He wants to know where Storm and the others are. Xavier explains that something has happened to the X-Men, but suggests they wait until they’re all inside to explain. Havok wants the answers right away, but Xavier tells them to come inside and he’ll tell them all about the Phalanx.
Inside the sanctuary, Xavier briefs everyone on the techno-organic menace, known as the Phalanx. He tells them of their goal to eliminate all life on the planet and how they can assimilate living and non-living matter as well as take the form of another being. Xavier hesitates and then voices his fears that the Phalanx may have taken the X-Men as their victims.
Xavier recounts to those gathered the recent events that occurred at Muir Island.
Nightcrawler was talking to Beast from the records room video monitor. At one point Beast said he needed to leave to check on a disturbance in the ready room. Shortly after, Nightcrawler saw the communications room at the mansion explode. The Professor came barreling in, sensing something horribly wrong. He yelled at Nightcrawler to shut down the console, but it was too late.
Members of the Phalanx came streaming out of the machine, and shortly thereafter targeted Nightcrawler and the Professor as primary targets. Kurt managed to leap out of their reach and head for the Professor. He attempted to teleport them both out, but Xavier overrode his powers. Then he instructed Nightcrawler to get with Moira and shut down all the power as well as secure the complex. He would keep the creatures telepathically busy. Nightcrawler tried to argue, but Xavier assured him he was not without his own resources. Xavier followed his brave words by blasting the creatures with some telepathic suggestions and then picking up a nearby pipe.
Nightcrawler teleported away with his mission to accomplish. Xavier began batting away at the Phalanx with the metal pipe, severing limbs every so often. After a short amount of time, however, the Phalanx entities combined, drawing back their missing parts, to form one huge entity. That’s when the Professor realized he was in big trouble.
Luckily, Shadowcat arrived on scene and phased through the creature, temporarily neutralizing the Phalanx entity. With time to think, Xavier reached out with his mind and discovered that Nightcrawler and Moira succeeded in their task. Shadowcat looked at the life form she phased through and noted the similarities between the creature and Douglock and asked Xavier if he though there might be a connection.
Right on cue, Douglock appeared and told them that he was connected, but that the explanation would have to wait. He joined the fight as the Phalanx creature soon recovered. The three mutants were able to keep the beast at bay until Britanic and Daytripper arrived. Britanic told them they were evacuating the island and they all boarded the ship and took off.
The Phalanx creature had grown so large it was able to reach out and grab the ship shortly after takeoff. Everyone held on for their life. Britanic departed the ship and took on the Phalanx by himself. He was able to tear the ship free from its grasp and they were all able to escape from the island.
An hour later, they were almost at Mont Saint Francis. They had begun to formulate a plan on how to contain the Phalanx on Muir when the Professor’s chair suddenly transformed into a member of the Phalanx. Xavier was caught in its grasp and then the rest of the ship started spewing out Phalanx creatures. Shadowcat phased through and rescued the Professor. Xavier, realizing the grave threat the Phalanx posed on the world, told Moira to hit the self-destruct button on the ship. Daytripper created a mystical shield to protect them from the blast and they all landed in the icy waters below. It took them a while, but they made it to their destination, Mont Saint Francis.
Xavier reminds everyone that Mont Saint Francis used to be the base for Magneto’s Acolytes and for some reason shields the presence of mutants. This is why they’re using it as a base.
Shatterstar goes ballistic. He can’t believe their plan of action is to hide from their enemy. Havok, sick of Shatterstar’s attitude, lets him have it. Xavier tries to explain things rationally to the former Mojoverse warrior.
Nearby, Cannonball feels a tinge of embarrassment at how his teammate Shatterstar is behaving. He voices his concerns to Rahne, but notices she’s no longer sitting next to him.
Xavier explains to Shatterstar that Cable and Wolverine are searching for the missing X-Men. He also tells them that Banshee and some others are going about trying to protect a group of neo-mutants that the Phalanx have targeted. Their mission, he continues, is finding a way to stop the Phalanx.
Rahne, meanwhile, is below looking for Douglock. She runs into Meggan who is guarding his location. Rahne immediately morphs into a more feral mode. Meggan tells Rahne that her aura gives away her purposes, she’s filled with love and hope and also confusion and fear. Rahne pleads with Meggan to let her see him. Meggan tells to her go ahead, after all she’s only there to keep an eye on him.
Rahne enters the room and softly calls out Doug’s name. Her eyes well up when she’s sees “Doug” attached to the wall. Despite his outside appearance, she feels deep inside her heart that it is Doug. She rushes over and puts her arms around his neck. She tells him she’s missed him very much. She asks him why they’ve confined him to the room. Douglock tells her that it was his idea. He wanted to keep himself there until he was absolutely certain that he would not be a threat to anyone.
Sam bursts into the room and pulls Rahne away. He admonishes her for sneaking away during the briefing and warns her there’s a member of the Phalanx down there. That’s when he spots Douglock against the wall.
Rahne breaks free and rushes back over to Douglock. She tells Sam that Doug is back and that’s all that matters. Douglock tells her that he is merely the cerebral and genetic imprint of Doug Ramsey and Warlock, as interpreted by the Phalanx. Rahne tells him to stop joking around.
Xavier and Forge enter the room at this time and Xavier informs Rahne that Douglock is telling the truth. Which is why, Xavier explains, they can’t be so quick to trust him, or it could get them all killed. Rahne pleads with the Professor to think about it for a minute. Xavier explains that’s why he’s brought Forge with him; maybe he can see something with the help of his power that they can’t.
Elsewhere in Europe
Guiseppe Russo stands over his flock of sheep. His sheep are spooked and he assumes they’ve caught the scent of a wolf or bear that has come down from the mountains. Guiseppe couldn’t be more wrong. A red, hound-like member of the Phalanx wearing a blue cape comes at him from behind. The creature identifies itself as Shinar and tells Giuseppe that it has need of him. A message must be sent to his people, Shinar explains. The message is that they have found a world ripe for conquest.
Within the Phalanx Collective
Stephen Lang watches as events unfold before him: the Next Generation mutant, Everett, about to be arrested, Cyclops and Jean Grey battling the Phalanx and Shinar absorbing a local shepherd. Shinar’s thoughts are blocked to Lang and he’s not happy about it. There has been too much independent thought amongst the Phalanx lately and he is worried. He summons Cameron Hodge.
Lang questions Hodge as to the reasons for independent thought amongst the Phalanx. Hodge tells him that any new program has some kinks to work out. Hodge explains that the Phalanx are always evolving, always adapting. Hodge bids Lang adieu as he explains he’s busy trying to find the reason why mutants can’t be assimilated. Hodge retreats back into the Collective. Lang yells at him that he wasn’t dismissed. Lang demands to know how they are being overridden and what the cause of the rebelliousness is. Lang’s expression goes sullen as he realizes that no one is listening.
Forge gazes at the Phalanx entity for the first time. What he sees amazes him. It’s the secrets of a new lifeform and it is truly beautiful. For the first time in his life he feels people would be envious of his gift. Forge stands motionless and takes it all in. Suddenly he’s falling backwards, smacking his head off the wall.
Xavier and Cannonball ask if he’s all right. Forge explains that he briefly gained contact with the Phalanx during his analyzation. However, it seems, it interfered with Xavier’s telepathy and sent some nasty feedback his way. Forge asks the Professor if he wouldn’t mind leaving the room. Xavier obliges and asks Sam and Rahne to stay behind. Xavier heads back to the sanctuary.
Forge begins to explain the situation to Sam and Rahne, but Cannonball cuts him off. He gets right up in Douglock’s face, pointing his finger at him. Sam demands to know what the Phalanx is, what they’ve done with the X-Men and what they’re planning to do. He tells Douglock he resents him for taking his friend’s face and making it seem as though Doug could be alive again.
Douglock tells him he will give them the information they require. Douglock reaches out with his arms and envelops the room with techno-organic circuitry. Sam expresses his concerns, but Douglock assures him that it’s the most efficient way to reveal the history of the Phalanx.
The story begins shortly after Doug Ramsey’s death, Douglock begins, and using a holographic program, displays everything to the curious trio.
Following the events of the Extinction Agenda on Genosha, the Genoshan government sold the remains of Warlock to members of the scientific community. The scientists wanted to study the remains to create “living sentinels”. They were able to duplicate the transmode virus and thought they had the means to save the human race from mutants. Following the discovery they enlisted Dr. Lang to their cause. Due to Lang’s association with the cybernetic brain net of the sentinel, Master Mold, they thought he would best serve as the storehouse for the collective intelligence designed to control the hundreds of soldiers needed to solve the mutant problem.
Rahne stops Douglock’s story and voices her concerns for the poor doctor. Nobody should have to suffer like that, having all the thoughts and actions of the Phalanx channeled through his mind. Sam sees a hologram of Rogue appear and asks Douglock if she ever battled the Phalanx. Douglock explains she battled the earliest prototypes.
Another incarnation of the Phalanx was comprised of dead associates of the X-Men, Candy Southern being one of them. However their structure was found to be too unstable. Next they went after human volunteers. They found such people in groups like the Friends of Humanity. It was realized shortly after that mutants were able to resist assimilation into the Phalanx.
Sam interrupts the story this time. If what Douglock says is true, and he’s not convinced, he wants to know why they kidnapped the X-Men and targeted mutant children. They plan to experiment on them to determine how to absorb them, Forge answers for him. What Forge wants to know is how Douglock was able to free himself of the Collective Intelligence.
Douglock explains that from the beginning he was able to provide marginal resistance against Lang, due to the fact that he was one of the original members of the Phalanx. However, it wasn’t until he was contacted through the cyber-net by Zero that he gained true independence. Somehow Zero was able to liberate him from the Collective and that’s when Douglock discovered the truth. Each member of the Phalanx is following a genetic imperative that overrides anything the humans programmed. An imperative passed down from their original race, that they destroy all living matter throughout the universe.
Forge and Cannonball put two and two together and come to the realization that the Phalanx are evolving from “living sentinels” to harbingers of the end of the world.
The three mutants stand shocked. Douglock raises his arm and tells Forge, calling him “Maker”, that he has need of him. A line of circuitry shoots out from Douglock’s finger and hits Forge in the temple, knocking him unconscious onto the floor. He proclaims that with Forge’s “sight” he can get new information about the Phalanx that they are even unaware of.
Cannonball reacts to the attack on Forge, blasting through part of Douglock. He yells out that they never should have trusted him. Cannonball smashes into a wall and is quickly grabbed by the throat and lifted into the air by Douglock. Douglock reforms himself, taking the form of a very muscular person. Douglock reels back to knock Cannonball out, but Rahne grabs his arm and tells him to stop. She asks Douglock to take her with him. She tells him she believes him and wants to help. Douglock thinks for a moment and agrees.
Meanwhile, above, the Professor had sent out an emergency telepathic signal that Cannonball was in trouble. Strong Guy, Britanic and Nightcrawler leap into action and head towards the basement. Strong Guy gets clocked in the face while Britanic is knocked up into the ceiling. Nightcrawler manages to teleport without getting hit. He assumes it was an attack by the Phalanx, but when he reappears he sees that it was Douglock.
What he sees worries him. Douglock’s mass has increased three-fold and he carries with him the unconscious bodies of Wolfsbane, Cannonball and Forge. Nightcrawler demands some answers. Douglock explains that he doesn’t have time and tells him that any attempts to stop him would be futile.
Nightcrawler fills up with rage. Someone that his team took in betrayed them. They trusted him without regard and now they are paying the price. He attempts to teleport, but is unable to. Instead, incredible pain washes over him. He surmises Douglock has something to do with it, probably analyzing his power and using it against him. Nightcrawler wonders if Douglock was working with the Phalanx the entire time, but questions the reasons for the sadness on his face.
Douglock screams and begins speaking in binary. Behind him stands Polaris, fully charged and ready to let loose with some more. She warns Douglock not to move and squeezes his E.M. field a bit more to show him she means business. What Polaris doesn’t realize is that she inadvertently bonded her fellow X-mates to Douglock. She hesitates for a moment when she sees this, which Douglock exploits with a quick backhand, sending Polaris flying backwards.
More X-members appear on scene. Warpath spots Polaris’ incoming body and yells for her to go limp. He catches her midair and sets her down. Rictor charges off into the fray despite Meggan’s words of caution. An explosion rips through the room and all the X-people on scene can only stare in disbelief as Douglock stands poised to jump out of the building with three of their friends in tow. Douglock tells them not to approach him. He tells them Babel must be stopped.
Kitty phases up through the floor with her sights set on Douglock. The Professor sends her a telepathic message, cautioning her against going after Douglock. He sends out his message to everyone, that Forge, Cannonball and Rahne are fine and they are not to approach Douglock.
Douglock takes one last look back at his mutant “friends”. Despite the certainty he has of his non-human status, he wonders why he feels sorrow for making them feel betrayed. He leaps out of the tower and into the rainy night sky. Kitty leaps out after him, yelling for him to wait. Douglock transforms into a giant cocoon, wrapping up his three passengers. They teleport away with a loud “Shhhhhunk”.
Kitty, who somehow managed to get back up on the ledge, asks the Professor where they went. Xavier tells her that he can’t locate any of them, that they’re gone. The worst part of all is that their only hope of defeating the Phalanx went with them.