Continued from X-Men #36. Emma Frost takes the survivors to her place while she and Banshee infiltrate a SHIELD base to gather clues as to where the Phalanx may be holding the captured mutants. The captured mutants, on the other hand, are meeting each other and discussing how to escape from their cell. Monet takes charge and busts the group out, but Paige feels that she is being assimilated and fears she may slow everyone down. Story concludes in X-Men #37.
Paige Guthrie awakens in a cell with the malleable body of a mutant boy draped over her like a blanket. She learns that she is not the only young mutant captive; in the cell are also Clarice, Monet, Angelo, and Gregor. Paige tries to boost everyone's spirits by explaining that the X-Men will soon arrive to help them. Monet simply picks at her suit.
In San Francisco, Emma takes Banshee, Jubilee, and Thomas to her home to do a little research. Emma brings up the schematics for a local SHIELD safe-house, a place that should have the resources necessary to track the missing mutants.
At the cell, a Phalanx host named Harvest arrives to taunt and possibly hurt the prisoners. Clarice - or Blink - uses her powers to dislodge several parts of Harvest's body. Gregor pulls her back and Harvest retreats. Angelo - or Skin - realizes that their powers are not being inhibited and that the Phalanx should fear them. Monet continues to pick at her suit.
Banshee and Emma leave the younger mutants behind and infiltrate the SHIELD safe house by masquerading as agents. Banshee uses his power to scramble any physical readings and Emma psionically alters their appearance. The ruse appears to work.
Back in the cell, Monet speaks for the first time. She informs the group that they are being monitored by the Phalanx. The suit they wear is techno-organic and is part of the Phalanx network. Monet has, however, repurposed some of her suit's mesh and makes a gun with it. She uses the gun on Gregor, who turns out to be Phalanx spy.
In the SHIELD safe house, Banshee and Emma make some headway in locating the Phalanx, but the rain puddles at their feet alert the SHIELD agents that something is going on. Shaking off Emma's influence, the agents attempt to arrest the two. Banshee uses a scream to nullify the threat and Emma works a little faster to get the information they need.
In the cell, Monet explains that when she fried Gregor she fused open a fake surveillance channel, which should give them time to escape. She punches a hole in the wall and the young mutants emerge from the cell. Paige tries to stay behind; the techno-organic virus seems to be affecting her more so than the others and she is afraid that she will only slow everyone down. Monet will not leave Paige behind. The four young mutants begin to search for a way to escape, but they will soon find that they are on a boat out to sea.