The techno-organic nightmare known as the Phalanx has risen! Powerful anti -mutant bigots have created the ultimate weapon from the ashes of the deceased alien Warlock: a cold, vicious and unstoppable foe that absorbs all in its path. But these Phalanx are far more than their creators bargained for - and they plan to summon their parent race to overtake Earth! When the Phalanx take out the X-Men, the remaining mutants must split into three teams: to save young mutants from the Phalanx's clutches, to prevent their foes from contacting their homeworld, and to rescue the X-Men! But even with the aid of the rogue Phalanx unit Douglock, can these ragtag groups succeed?