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| Appearing | - Featured Characters:
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* Several Phalanx
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** Normandy
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* Holographic transmitter
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| Speaker | - [[W:C:marvel:Samuel Guthrie Cannonball]]
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| Links | - * The Unofficial Handbook of Marvel Comics Creators - accessed on 06/19/2010
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| Synopsis | - Forge then finds a new embryonic being. He warns the group that the embryo is about to open. Techno-organic tentacles pop out of the embryo and Forge is intrigued by them. He reaches out and Professor X yells for him to stop. His warning comes too late and the tentacles attack looking for food. The group realizes that the Phalanx are trying to not just destroy mutantkind, but are attempting to take over the entire planet.
Mont St. Francis
- Professor X comes back into his own body and Guido holds him as he returns. Professor X then meets with the rest of the group and tells them that some must stay in France to help Moira with her testing, while the others go to help the team in Italy since Banshee is busy helping protect the new mutants and Cyclops and Jean Grey are out trying to save the X-Men. The team then loads up into a magical sphere and flies to Italy.
Italian Alps
- Cannonball, Wolfsbane, Forge and Douglock stand at the edge of an Italian hamlet. Cannonball is very upset that Douglock has brought them here and has recently infected Forge, turning him into an almost unresponsive zombie-state. Wolfsbane tells Sam to calm down and that she trusts Douglock to be true to his word not to harm them. Forge finally talks up and tells them that they must continue their journey into the town. He activates a holographic transmitter to disguise them all. Douglock however tells them that the Phalanx are all around them and they know they are in the town.
Mont St. Francis
- Italian Alps
- Douglock then decides that the only way to save the group is to conceal them. He finds the only way to do this will be to infect them with the Transmode virus. Though Cannonball resists at first Wolfsbane gladly accepts as she trusts Douglock. Cannonball finally concedes and this works in hiding them from the Phalanx. There is only one that notices them, Shinar. The group then enters the hive and suddenly a beacon begins to rise on the cliff. Douglock realizes that this is a beacon to call the rest of the Phalanx from their planet to Earth and tells them that Earth has now been assimilated.
- Moira feels that she has found what she needs. She pulls Shadowcat from the machine and the teams try to come up with a plan of attack. They say they cannot do anything until Professor X comes down from the tower to tell them where their friends are located at in Italy.
Italian Alps
- Moira uses the memory-machine, once used by the Acolytes on herself, to gather memories from Shadowcat. She posits to gather info of her relationship with Douglas Ramsey to find a link of some kind to the current Douglock. Upstairs, Professor X goes onto the Astral Plane to find the group in Italy.
Italian Alps
- Professor X makes contact and asks to merge consciousness with Forge to see what he is seeing. Forge agrees and the Professor sees the Phalanx as a new species. He is almost awed by them. Douglock then merges the transmode virus with Forge for them all to see the Phalanx as well. This brings a whole new reality to Forge and Professor X. Then, they see a giant breeding ground for the Phalanx.
Mont St. Francis
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| Image | - X-Force Vol 1 38 Wraparound.jpg
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| Notes | - * Part of the Phalanx Covenant event.
* This issue is reprinted in other comics and books, see references for more info.
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