Continued from X-Men #36. Banshee is checking in at Xavier's Mansion, but things seem to be out of sorts. People are rude, cruel, and going places they shouldn't. Slowly, Banshee realizes that the mansion has been taken over by the Phalanx. He frees Sabretooth and charges him with saving Jubilee and Emma Frost. He then gathers some information from the Phalanx; they are trying to find the next generation of mutants so as to learn how to assimilate mutants as well as they do humans. It's up to Banshee, Sabretooth, Emma Frost, and Jubilee to warn the others of the threat and stop the Phalanx from achieving its goals. Story continues in X-Men #36.
- The X-Men do not appear in this issue. The characters seen are disguised Phalanx.
- Monet does not appear in this issue. She is actually her younger twin sisters parading as Monet.
In Monaco, a limo with the mutant Monet and her guardian Colonel Cord-Becker drives down a highway. It is attacked by part of the Phalanx, which immediately absorbs the driver. Cord-Becker attempts to protect Monet, but the alien absorbs her, as well. Monet is then entombed within the Phalanx and both disappear.
In New York, Banshee visits Xavier's Mansion and finds that the X-Men appear to be a little off. Emma Frost (restrained due to recently taking over Iceman's body) pleads for Banshee to help her, but he is whisked away and brushed aside without a second thought. He takes a call from Cyclops and Jean Grey and directs them to Xavier in Muir Island. Archangel chastises Banshee for taking the call as an unauthorized individual and Banshee decides to head to his quarters to keep out of everyone's way.
Banshee decides to get a work out in but finds the Danger Room locked. He then see Psylocke leave the Professor's private office. The door is left open so Banshee walks in and finds Bishop and Gambit working on Cerebro. Banshee tries to play off his surprise and then departs to alert Storm to some odd activities. When he attempts to call her, however, the mansion's computer relates that no known identifiable life forms are in the mansion except for Banshee, Jubilee, Emma Frost, and Sabretooth. He rushes to put in a call to the Professor but finds the communications room - the one he had just been in with Archangel - is now completely dismantled.
Banshee heads downstairs to take Sabretooth out for a walk and a talk. Rogue is there, however, and gets a little physical in denying Banshee access. Banshee lets out a scream and shreds Rogue into Phalanx pieces. He rushes in and helps Sabretooth up; Sabretooth already seems to know that something is amiss. Sabretooth fully rips up the Rogue Phalanx and heads out to free Jubilee and Emma Frost. Sabretooth overhears the Gambit Phalanx explain that the X-Men's files are almost downloaded and they can soon learn how to assimilate mutants. Banshee then charges in and shoots the aliens.
Elsewhere, Sabretooth has freed Jubilee (she has apparently passed out) and Emma Frost. Sabretooth leads them to a rendezvous with Banshee. Banshee destroys the mansion's Ready Room - along with all the information of the X-Men and the resident Phalanx - and escapes to meet up with Sabretooth. Banshee explains that he sent off some information to Xavier, but that there mission is to find the next generation of mutants, as that appears to be the goal of the Phalanx.