Continued from X-Factor #106. Douglock has transported Cannonball, Wolfsbane, and Forge to the Italian Alps in hopes to stop the Phalanx from taking the next step in assimilating the earth. They learn of the motives of the Phalanx and try to infiltrate the covenant by being infected with the transmode virus. In France, Moira has been able to track the Phalanx and the remaining X-Members split up to try to stop the Phalanx by force. To be continued in Excalibur #82.
Douglock has brought Forge, Wolfsbane, and Cannonball to the Italian Alps, as this is where he says the biggest Phalanx threat is located. Cannonball doesn't see it and, again, demands answers. Forge and Wolfsbane side with Douglock and the four enter a village in search of the Phalanx. Forge projects a hologram onto the troupe so as to mask their appearances. This means little if the Phalanx is present, as it can likely sense Douglock's presence.
At Mont Saint Francis, the rest of X-Force, X-Factor, and Excalibur try to figure out the Phalanx. Moira MacTaggart is busy running painful tests - tests she hates to run on her friends but knows the sacrifice is worth the pain inflicted - on mutants she knows that has come into contact with the transmode virus.
Elsewhere, Professor Xavier is sifting through the Astral Plane in an attempt to locate his missing friends. He locates Forge and merges their minds. The Professor is in awe at seeing the Phalanx as Forge does, not as an entity, but as the foundation for a reality far superior than the present. Douglock enters the subconscious with Forge and the Professor so as to let them see what he sees. The group finds a towering "nursery conduit", a breeding ground for the new, independent Phalanx. And it is beautiful to them. But a young Phalanx hatches and latches onto Forge and the Professor sees that Forge is no longer afraid of the Phalanx threat but may be willing to succumb to it.
The Professor returns to his body and alerts the others that the threat may be far greater than he had hoped, as the Phalanx are not just trying to assimilate mutants, but that they are trying to call their race to Earth in order to assimilate everything. The teams split, with one staying behind to guard Moira MacTaggart and her ongoing research and one moving out to the Alps to take out the Phalanx stronghold.
In the Alps, Cannonball has done his best to free Forge from the newborn Phalanx and encourages the team to leave the area. Douglock has other plans, however, as he wants to cloak each person with the transmode virus in order to get them team close enough to destroy the Babel Spire. Cannonball resists, but Wolfsbane shows her trust and allows herself to be infected. She immediately appreciates Forge's views on the Phalanx. Cannonball relents and the four walk unimpeded within the perimeter of the Babel Spire. Unfortunately, the Babel Spire is operable and is preparing to hail the parent race.
Shinar is not fooled by the group's cloaking and decides to wait and see what threat they actually pose.