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X-Factor is invited to a mutant signature dampening building in France. Their they get filled in on the Phalanx and the threat to mutantkind. Rahne and Cannonball discover the being known as Douglock, an entity with characteristics of two old friends, Doug Ramsey and Warlock. This being, however, has an agenda and kidnaps Cannonball, Rahne, and Forge in order to stop Babel. Story continued in X-Force #38.

Note: Issue includes a team-up pin-up of the three X-Teams involved.

Synopsis

After receiving instructions from Charles Xavier, X-Factor covertly arrives at an abandoned monastery in France. They are surprised to meet up with members of X-Force and Excalibur; they are even more surprised when tensions mount and fight nearly breaks out. The Professor stops the fight and invites everyone into the monastery, where he tells them how the Phalanx, a collective techno-organic alien life-form, infiltrated Muir Island, the Professor's hover chair, and Excalibur's hover craft in an attempt to assimilate the mutants. He requests the help of each team to stop the Phalanx from taking over the world.

Cannonball notes that Wolfsbane has snuck off during the meeting and finds her in a cell downstairs. He, as was she, is shocked to find a Phalanx being in the form of Doug Ramsey, their old dead friend from the New Mutants. The Professor enters with Forge and confirms that the being could be an ally, although he is not completely convinced. Forge takes a look at the being who confesses to be an imprint of Doug Ramsey and Warlock (another dearly departed New Mutant) and is filled with wonder at the life within the circuitry. He is nearly overcome with emotion at its beauty.

A Phalanx subpart named Shinar begins collecting humans for the purpose of creating a conduit to communicate to the Phalanx home planet that the Earth is ripe for assimilation. Within the Phalanx, Stephen Lang - the human host of the intelligence - wonders how parts of the collective (like Shinar) can act independently. Cameron Hodge, also part of the collective, does not know but assumes that some glitches can happen as programs are run in an attempt to learn how to assimilate mutants, a heretofore mystery.

Back in France, Forge has asked the Professor to leave the room, as his powers are negatively affecting Forge's. Once the Professor leaves, Cannonball goes on the offensive and demands answers of "Douglock". Douglock explains how the Phalanx came to be on the Earth (see Phalanx) and then explains that he was able to break off from the collective because 1) he was personally infected by Warlock and maintained a form of consciousness while in the collective, and 2) Zero contacted Douglock and split him from the collective.

Despite the human control of the Phalanx, Douglock assures the three that the alien technology is advancing past what the human hosts can control. As such, he needs Forge to use his mutant power to divine weaknesses the human hosts do not yet know about. He takes Forge, Cannonball, and Wolfsbane by force from the monastery.

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