As if mutants didn’t have enough problems to deal with already, there looms a new threat on the horizon. Led by Stephen Lang and Cameron Hodge, two archenemies of the X-Men, the techno-organic Phalanx have declared open season on mutants. However, soon all life on Earth is at peril, for the Phalanx evolve beyond control and seek to assimilate every living organism into their Collective. With the majority of the core X-Men members captured it’s up to the supporting teams to save the day. Whether on a mission to save the next generation of homo superior, attempting to rescue their imprisoned comrades or trying to keep the Phalanx from procreating and contacting their brethren in space - the combined might of all the remaining mutants associated with Xavier’s school may not be enough against an enemy that is programmed to adapt and overcome.
- Archangel, Beast, Bishop, Cyclops, Gambit, Iceman, Jubilee, Phoenix IV, Psylocke, Rogue, Storm, Wolverine, Professor Charles Xavier (all X-Men)
- Banshee (former X-Man)
- Forge, Havok, Polaris, Strong Guy, Wolfsbane (all X-Factor)
- Boomer, Cable, Cannonball, Rictor, Shatterstar, Siryn, Warpath (all X-Force)
- Britannic, Daytripper, Douglock, Meggan, Nightcrawler, Shadowcat (all Excalibur)
- Moira MacTaggert
- Angelo Espinosa, Clarice Ferguson, Paige Guthrie, “Monet“ St. Croix, Everett Thomas (all next generation )
- White Queen
- Brick, Dymphna, Egon, Gregor, Harvest, Larissa, Nkotha, Shinar (all named Phalanx)
- Phalanx (in general)
- Cameron Hodge
- Dr. Strephen Lang
- Lucinda Guthrie
- Elizabeth, Jeb, Josh, Lewis and two other Guthrie siblings
- Sara Grey-Bailey
- Agent Santora
- Gayle Cord-Becker
- Giuseppe Russo
Cable (2nd series) #16, Excalibur (1st series) #82, Uncanny X-Men #316-317, Wolverine (2nd series) #85, X-Factor (1st series) #106, X-Force (1st series) #38, X-Men (2nd series) #36-37
The Phalanx Covenant crossover consists of three (more or less) separate storylines that happen parallel to each other:
- Douglas Ramsey was killed in New Mutants (1st series) #60. He took a bullet in an attempt to save Wolfsbane from the Ani-Mator.
- Warlock was turned to ashes and died when Cameron Hodge hooked him to a machine and tried stealing his shape-shifting powers. [New Mutants (1st series) #95]
- Stephen Lang was stuck in an insane asylum when he was approached to become part of the Phalanx project. [Uncanny X-Men #291]
- Cameron Hodge also joined with the Phalanx and used a Phalanx construct of Candy Southern in an attempt to destroy Archangel. [Uncanny X-Men #306]
- Whereas Rogue and Bishop met up with the earliest Phalanx prototypes, Gambit and Storm encountered the final versions of the techno-organic beings not much later. [Uncanny X-Men #305, 311-313]
- Cyclops and Jean Grey were married in X-Men (2nd series) #30 and then spent their honeymoon in the future, raising Scott’s son, Nathan, as depicted in the four-issue limited series “The Adventures of Cyclops and Phoenix.”
Banshee comes home to Xavier’s school after enjoying the weekend in Massachusetts. His first stop to check on Emma Frost in the infirmary goes a bit bizarre, as she begins ranting and raving about things being “all screwy.” It only gets stranger for Banshee when he’s admonished by both Storm and Archangel. He decides to cool off in the Danger Room, but finds it occupied by Jubilee. He storms off and upon nearing Xavier’s Ready Room he spots Psylocke exiting and finds Gambit and Bishop inside. It’s at this point that he realizes something is wrong and a quick scan by the computer reports only four mutants on the premises: Jubilee, the White Queen, Sabretooth and himself.
Banshee heads to the detention area and frees Sabretooth. In a fight with Rogue, he discovers her to be a Phalanx construct. Sabretooth finishes her off and Banshee comes up with a plan. He goes back to the Ready Room, while Sabretooth heads off to rescue Jubilee and Emma. Banshee discovers the Phalanx have uncovered a listing of new mutants and also overhears the Phalanx say they have yet to figure out how to assimilate mutants and that the X-Men are alive. Banshee radios a warning about what happened to Muir Island before setting the self-destruct sequence. When Sabretooth and crew arrive, he screams a pathway down to the sewers below. As the school explodes, destroying the Phalanx inside, Banshee informs his new allies of their mission to rescue the next generation of Homo superior.
One of these new mutants, a young Moroccan by the name of Monet, is riding along in a limousine when it crashes off the road. The culprits responsible are members of the Phalanx and they quickly assimilate the limo, the driver and Monet’s caretaker, Gayle-Cord Becker. Instead of assimilating Monet, however, they wrap her up in a cocoon and transport her away. At about the same time, other members of the Phalanx are already going after the next mutant. In Cumberland County, Kentucky, the Phalanx attack the Guthrie household and manage to teleport away with Cannonball’s younger sister, Paige.
In a secret lair, the Phalanx find that they have the same problems with Monet as they had with every other mutant they have encountered. Try as they might, they are unable to assimilate her into the collective. Stephen Lang and Cameron Hodge hold a conversation on what to do about the mutant problem, causing Lang to reconsider his actions. Even though he willingly joined the Phalanx to rid the world of mutants, he fears that the Phalanx have evolved top far beyond his ability to control them, and wonders what the future holds for humanity if the Phalanx take over.
In St. Louis, Missouri, another of the next generation, a young man by the name of Everett Thomas finds himself face to face with the Phalanx. Luckily for him, Banshee and Sabretooth arrive and attack the Phalanx with everything they got. After stopping the immediate threat and rescuing Everett, they then make their way to Emma and Jubilee, who have a problem of their own: more Phalanx approaching. The Phalanx pin them both
down and plan to exterminate Emma and transport Jubilee to be with the other “next generation” mutants. That’s when the rest of the group joins them and frees them. Unfortunately, the two battle-tested fighters, Banshee and Sabretooth, are slowly being overwhelmed. Emma links Jubilee and Everett’s minds together, which allows Everett to use his synching power to explode the Phalanx at the sub-atomic level.
Out of the techno-mess rises the form of Stephen Lang, who warns the mutants of their impending doom. He tells them they have resources on the X-Men and shows them the head of Paige Guthrie, whom they captured just recently. He disappears back into the circuitry, leaving Banshee very angry. Emma tells him she picked up a psychic imprint from Paige and has a general location of where the new mutants are being held. Just as things are starting to look brighter, Jubilee points out Sabretooth is missing. They spot his restraints lying on the ground nearby.
The remaining next generation mutants have all been captured and are in some sort of holding cell. Besides Paige and Monet, there’s Angelo who’s full of sarcasm, Clarice who’s an emotional wreck and Gregor who seems very optimistic. Clarice spots something on Paige’s stomach and to her horror she realizes she’s been infected with the techno-organic virus. Harvest, a member of the Phalanx, enters the cell and starts spewing his hate for mutants. Clarice uses her blinking power against him and his body is re-segmented. Gregor pulls her away, allowing Harvest to reconfigure himself and leave before anything worse can happen. Although Gregor insists they need to wait for a rescue, Monet tells them they need to escape. She has created a special device from a piece of circuitry and, jamming it into a light fixture, the device fries Gregor, revealing him to be one of the Phalanx. Everyone is stunned by this turn of events. Monet then punches a hole through the wall of their cell and they all escape to the outside. It turns out they’re stuck on an abandoned freighter in the middle of the water.
Meanwhile, the heroes have tracked the signal that Emma received from Paige to California. In San Francisco, Banshee and White Queen break into a S.H.I.E.L.D. monitoring station, where they hack into the computer system and discover some techno-organic activity nearby. Unfortunately, the S.H.I.E.L.D. agents notice them, but Banshee screams them all to unconsciousness.
Aboard the ship, the former captives of the Phalanx find themselves in battle with the techno-organic creatures. Once again, Clarice uses her teleportation power to free herself from their grip, but eventually the inexperienced mutants find themselves cornered. Harvest begins mocking the future of mutants, just as Banshee and company make it on board. They fight valiantly, until unexpected help arrives in the form of Sabretooth, who apparently had a change of hearts. Together, they seemingly finish Harvest off.
Introductions are made all around, when Sabretooth suddenly that Paige has two scents. He slashes at her stomach, thus exposing the girl’s power to shed her outer skin. After she rids herself of her infected skin, Paige emerges in a new, uninfected body. However, Harvest reappears bigger and more powerful than before. The battle lasts a while, with nobody really making a dent against him. At that point, Clarice realizes what must be done and blinks herself and Harvest killing them both. The surviving members of the next generation of mutants make their way to shore along with Banshee, Emma and Sabretooth, where they contemplate everything that’s happened and what the future may hold in store for them.
Through a comm-link, the Phalanx have managed to reach Muir Island. Excalibur, Moira MacTaggert and their guest, Professor Xavier, barely manage to escape the techno-organic creatures. They make their way to Mont Saint Francis in France, a former base of the Acolytes. From there they contact X-Force and X-Factor, but when the two teams arrive, they receive a less than warm welcome. Only after Xavier performs a mindscan and confirms that they are the real deal and not Phalanx replacements are they allowed to enter the castle. Everyone heads inside the sanctuary, where Xavier gives a rundown on why they have gathered together.
Wolfsbane slips away during the briefing, more interested in meeting Excalibur’s latest addition, Douglock. A member of the Phalanx himself, he seems to be based on the late Douglas Ramsey, a former teammate of Wolfsbane. For his own protection, Douglock is placed in a holding cell in the castle’s basement. Finding Wolfsbane in Douglock’s room, Cannonball is a bit angry that she left the briefing. Xavier and Forge enter the room as well, as Xavier wants Forge to use his power of intuitive mechanical vision to analyze Douglock. Forge does as asked, and is amazed by what he sees - to him, Douglock is a beautiful and entirely new life-form. Cannonball is more interested in getting answers, though, and has Douglock tell them everything he knows about the Phalanx and his own creation.
First, some of Warlock’s remains had been sold to the Friends of Humanity, who thought they could use the alien’s Transmode Virus to create a new breed of techno-organic Sentinels. They enlisted Dr. Lang to house the collective intelligence of the Phalanx. With the help of the android Zero, Douglock managed to fully withdraw from the Collective, and he realized the Phalanx have adapted past their programming and are following their natural instincts, which is to assimilate all life in the universe. No sooner has Douglock finished his tale, when he suddenly knocks Forge out. Also capturing Cannonball and Wolfsbane, Douglock battles through any X-members that get in his way and eventually teleports away with his captives.
Re-materializing somewhere in the Italian Alps, Douglock releases Forge, Cannonball and Wolfsbane from his form. Immediately, Cannonball starts arguing with Douglock, who assures the others that he is still on their side and only trying to help. They make their way to a nearby village below in their search for the Phalanx. Not only do they come across a “Nursery Conduit,” a means for the Phalanx to reproduce, but they also spot a so-called Babel Spire in the distance. It‘s a tower that, when completed, will send out a
beacon call to the Phalanx‘ forefathers, the Technarchy. In order for them to get any closer without being noticed, Douglock reveals that he needs to scramble their bio-signals with techno-organic cloak. Fearing infection with the Transmode Virus, Cannonball wants no part of it, but Wolfsbane's faith and trust in Douglock convinces him otherwise.
They make their way to the Babel Spire undeterred. As they reach the base, the ground starts to shake. Douglock tells them the Phalanx are almost ready to send their signal, telling their people that Earth is ready for assimilation. A red-hued Phalanx by the name of Shinar takes notice of their peculiarity and discovers the true identities of Douglock and his three mutant companions. Suddenly, Douglock turns traitor and reveals himself and his friends to Shinar. Even though Douglock swears allegiance to the Phalanx only, he, Cannonball and Wolfsbane are knocked out and processed into the Babel Spire as building blocks. For Forge, Shinar has a different task in mind. Leading him back to the Phalanx nursery, Shinar tells Forge to use his powers to create a device that regulate the power flow to all the Phalanx eggs. Mesmerized by the technological wonders in front of him, Forge is unable to resist Shinar’s commands and gets to work.
Back, at Mont Saint Francis, Xavier has been telepathically following the events near the Babel Spire, as he established mental contact with Forge shortly after Douglock had kidnapped him. He realizes that the Phalanx are an even bigger threat than they originally thought. It’s not just mutants they are after - the entire planet is in grave danger. Operating the castle’s computer systems, Moira gets a signature lock on the Phalanx’s techno-organic patterns and pinpoints the exact location of the Babel Spire. Even though they all want to rush into battle, the assembled heroes realize they have to form two squads. Whereas a stealth team, led by Nightcrawler, attacks the Babel Spire, the heavy hitters have to stay behind to protect Moira and her findings, and also to act as a back-up, if needed. Using their powers in tandem, Polaris and Siryn provide an aerial transport for the stealth team all the way to Switzerland. Once there, they immediately start to pound on the Phalanx.
Inside the Spire, Cannonball and Wolfsbane regain consciousness and Douglock tells them it was all part of his plan to get to the top of the tower and destroy it before it starts broadcasting. Slowly but surely, they make their way up, and Douglock apparently sacrifices himself as he dives into the emitter just as the Beacon starts its signal. The power flow being disrupted the tower overloads and collapses, freeing all the unassimilated humans and destroying all the nearby Phalanx at the same time. Douglock, however, pulls himself back together from the Phalanx‘ ashes, having gained a new “human” perspective on life.
Close by, Nightcrawler finds Forge in the Phalanx nursery, still working on the pods. Reminding Forge of his humanity, Nightcrawler helps him to break free of the Phalanx’ influence and, instead of the required power regulator, he develops a device that destroys every last Phalanx pod.
Having returned from their honeymoon, Cyclops and Phoenix are on their way to Muir Island. They want to rendezvous with Professor Xavier, as they have information that may be of some use in finding a cure for the Legacy Virus. Regrettably, Muir Island has been invaded by the three Phalanx members and they set their sights on the two newlyweds. As the Summers couple are fighting for their lives, another X-Man approaches the island in an aircraft. As it gets near Muir, Wolverine jumps out of a plane, piloted by his buddy, Harry. Even before he has touched the ground, Logan is dropped into the fray. A Phalanx by the name of Larissa goes one on one with the Canadian mutant. She gains the advantage until Cyclops blasts him free.
The Phalanx‘ main objective on Muir is to download all available data on genetics, but they also know that they have to inform the Collective of their current battle with some of the X-Men. Therefore, they decide to split up, with Larissa speeding away to inform the Collective, and the other two Phalanx, Egon and Nkotha, continuing to download the information and hold back the mutants at the same time. The timely arrival of Cable, though, makes the two Phalanx reconsider, and they decide to retreat into the lab complex, rather than engage the four mutants. Cable uses the opportunity to explain to Jean and Scott what’s going on. He and Logan were telepathically summoned by Xavier to find and rescue the X-Men captured by the Phalanx.
Meanwhile, Larissa has reached the mainland where she enters the Collective. She rushes to Stephen Lang and Cameron Hodge, eager to inform them about the situation on Muir Island, but they are busy attempting to assimilate the X-Man, Psylocke. Lang doesn’t want to be bothered, but allows her to download the information. Afterward, he realizes Larissa might have had access to some of his thoughts while he was distracted with Psylocke. Not wanting his secrets exposed, he orders Larissa back to Muir Island with the intention of eventually eliminating her. His suspicions are correct; while she didn’t learn anything specific, Larissa sensed that he was holding something from her. As soon as she arrives back at the lab complex on Muir, she tells her two Phalanx comrades about it.
Outside, Cable and the three X-Men formulate a plan, which involves Jean and Cable using their psi-powers to infiltrate the Phalanx’ linked minds and run interference for Cyclops and Wolverine to infiltrate the research center and use Cerebro to pinpoint the location of the missing X-Men. Jean and Cable join forces and enter the Phalanx’ consciousness. At first, they have all three Phalanx on the ropes but, when cable accidentally sees a memory referring to his own childhood in Jean’s mind, his concentration slips. Immediately, the Phalanx use this to their advantage and, while Larissa and Nkotha continue to engage the two telepaths on the astral plane, the third Phalanx can focus on the physical world again.
Egon surprises Cyclops and Wolverine in the records center. A battle ensues and Wolverine goes toe to toe with the techno-organic menace, but ends up in the Phalanx‘ grip, with Cyclops not daring to blast him free, as he fears injuring Logan.
On the astral plane, Cable keeps questioning Jean’s awareness of his past. This causes both of them to lose their focus, whereas Larissa and Nkotha gather further strength by fully merging into a unified poly-consciousness. Cable thinks all is lost, but Jean assures him they can win if they can focus on a shared memory. They do so, remembering an incident from the Askani future when Cable was very young and Jean, in her role as his surrogate mother, "Redd," helped him to avoid being detected by Apocalypse’s soldiers. Just like in that memory, Jean guides Cable through a dire situation and their mind-bond strengthens. They psi-blast the two merged Phalanx with so much energy, that it also affects the third Phalanx in the physical fight, making him drop Wolverine.
Cyclops heads over to the computers and accesses Cerebro. He gets the information they needed; the X-Men are being held in a Phalanx outpost on Mount Everest in Tibet. However, he also finds that the tampering with the database has activated a failsafe, causing the entire lab complex to self-destruct within a few minutes. Scott and Logan rush outside, with Egon hot in pursuit. However, Jean and Cable have left the astral plane and, back in his physical body, Cable charges his weapon to full power, blasting Egon to pieces.
Off in the distance the four mutants spot Harry coming back in his plane. As they still have to deal with Larissa/Nkotha, Cable tells the others that he’s staying behind to cover their retreat. Yet, the two merged Phalanx blast him into the ground as soon as the three X-Men are out of sight, and try to coerce him into joining the collective since he’s already infected with a techno-organic virus.
Scott, Logan and Jean stand near a cliff side, waiting for Harry. Jean contacts him telepathically and, as there is not enough space to land the plane, she telekinetically freezes it in midair. They’re about to board when Jean senses Nate being absorbed by the Phalanx. Wolverine goes back for him, diving through Larissa/Nkotha, severing the connection between her and Cable. The alarms start blaring and the research center explodes. Luckily, Jean enveloped Cable and Wolverine, as well as the plane, in a protective bubble, and she pulls her two friends aboard.
In the Phalanx base on Mt. Everest, Lang and Hodge recognize that the Muir connection has been severed, and they know that it can only mean that the four mutants have survived the encounter and are on their way. Once again, they disagree what to do with the captured X-Men. While Hodge wants to just kill them, Lang reminds him that there’s still the chance that they might be able to assimilate them soon. Hodge leaves to prepare himself for an eventual attack, all the while Lang tries to make a deal with Psylocke. He’s realized the Phalanx have evolved too much and are now a threat to humankind and asks Psylocke to “succumb“ to the assimilation so they can trick Hodge into believing she’s one of them. Betsy is unsure what to make of it, but Lang assures her he’ll put in a partition that will allow her to revert back to normal.
After dropping Harry off at a fuel point, Cyclops, Phoenix, Wolverine and Cable make their way to Tibet. They exit the plane shortly before letting it crash into the techno-organic citadel, and then find themselves on a small ledge of the mountainside. Out of fear of being detected, the four mutants refuse to use their powers as they begin the long, difficult journey upward. When Hodge and a couple of other Phalanx go to check the crash-site for any survivors, they run into Psylocke. At first he believes she has escaped, but soon finds that she has willingly submerged her consciousness to a Phalanx override command. To Hodge’s surprise, Psylocke informs him that Lang is keeping secrets from the collective. Sensing betrayal, Hodge orders Psylocke to guard Lang.
Finally, the rescue team makes it up the cliff side. They begin a brutal and ruthless attack on the citadel. In the confusion, Wolverine sneaks away undetected and makes his way to the prisoners. He begins slashing away at Bishop’s pod and managed to make a small hole. It’s enough for Bishop to use his energy absorption ability on the Phalanx structures all around, enabling him to free himself and the other X-Men. Them joining the battle turns the tide, and suddenly the Phalanx are losing. At this moment, Lang releases Psylocke from the override program and she, adding Cable‘s and Jean‘s mental energies to her own, destroys the psi-net that kept the Phalanx connected.
Nearly lobotomized like most other Phalanx, Hodge sees no other way but to access the Phalanx Global Net and drain the power from the Phalanx nests all across the Earth, effectively destroying the Phalanx within them. Lang, however, wanted him to exactly do just that, as now all remaining Phalanx are gathered in a single spot. He disrupts the integrity of the citadel and collapses, burying what‘s left of the Phalanx. However, Hodge manages to find Lang at the last moment and grab hold of him. They both perish, thereby ending the Phalanx threat on Earth - at least for the time being. The X-Men escape unharmed, with Storm and Phoenix taking care of the non-flying X-Men.
In space, on the other side of the galaxy, another sect of Phalanx senses that their foothold on Earth has been destroyed...
- The next generation of mutants will star in their own series titled Generation X, which ran for 75 issues. Both Banshee and the White Queen end up training the young mutants, including former X-Man Jubilee.
- It was later revealed that Douglock was a reanimated Warlock with Doug Ramsey’s memories imprinted upon him.
- Aside from Warlock, there are two other mutants who have the ability to start the Phalanx threat all over again. Paradigm, who was infected with the techno-organic virus, is one. Hope is the other, a mutant who can turn living matter into Phalanx with a single touch.
- X-Force’s sentient computer system, the Professor, gained the ability to create a body for himself after coming in contact with the Phalanx. Unfortunately, it interfered with Cable’s techno-organic mesh, as well as their base’s electronics. X-Force agreed to let him salvage their base in order to gain the ability to venture off into space, which he did.
- Nathan, Scott and Jean continued working on their relationship issues for some time after the revelations in this crossover.