The young mutants have escaped and Banshee and Emma Frost have found them, but they are all attacked by the Phalanx!
- Monet does not appear in this issue. She is actually the combination of her twin sisters in this issue.
- Story continued from Uncanny X-Men #317.
On the deck of an abandoned destroyer ship, four young mutants fight off some Phallanx enemies. Victory is short-lived, however, as Harvest, the apparent leader of the host guarding the mutants, shows up and seems far more formidable. Harvest gets close to killing the mutants but is disrupted when Sabretooth arrives to save the day. Banshee joins the fight and Harvest is quickly neutralized. Emma Frost, Jubilee, and Everett Thomas join everyone on deck. As the group chats, Sabretooth smells something funny on Paige Guthrie. He quickly rips into her and pulls some techno-flesh off her body. Everyone is stunned when she continues ripping her own skin off to reveal a metal person underneath it all. She reveals that her powers are to strip her skin - or shred her husk - to take on a new form for a few hours.
Everett brings everyone back to reality by asking why the techno-organic mesh on Paige's body was not destroyed in the fight. Harvest returns and explains that he was not fully defeated but was merely biding his time while he grew stronger after assimilating more humans into the Phallanx. Banshee and Sabretooth begin the assault on Harvest while Emma Frost tries to get the young mutants to safety. The realize, though, that Harvest cannot truly be defeated. Blink confronts the fear of her powers and decides to remove Harvest from existence. Despite Banshee's best efforts, he is unable to get Blink out of warp and soon Blink and Harvest - and the destroyer ship - are gone. Banshee and Emma Frost gather the survivors on land.
Banshee and Emma Frost decide to train these young mutants to confront the future in Generation X, which volume sprang directly out of this story arc.