Editor in Chief: Tom DeFalco
Editors: Suzanne Gaffney and Bob Harras
Cover Artists: Ken Lashley and Harry Candelario
Writers: Scott Lobdell and Todd Dezago
Pencilers: Ken Lashley and Steve Epting
Inkers: Harry Candelario, W.C. Carani, Philip Moy, John Floyd and John Livesay
Colourists: Chris Matthys
Letterers: Dave Sharpe
"The Light of a Tainted Dawn"
The group of heroes find themselves in front of the Phalanx beacon. Shinar tells them that this is their beacon to the stars to alert the others of their success. He tells them that Douglock was an unsuspecting pawn to their plans. Shinar tells them that he is also pleased that Forge has come since he is going to be the "midwife" to the birth of a new lifeform. Cannonball and Wolfsbane decide to attack and try to save the villagers. The villagers do not move and Douglock finally stops them both and then Shinar knocks him out, saying that he sees through Douglock's act of fealty. Douglock is thrown into the building of the beacon and Shinar then turns to Forge and tells him that he will be the architect to the Phalanx's continued existence.
Havok stands on the edge of the castle at Mont Saint Francis. He thinks of all the battles that are going on against their new threat of the Phalanx. He thinks of how Banshee is doing leading a team to find the next generation of mutants the Phalanx are targeting and Cable and Wolverine who are trying to save the remaining X-Men. Shatterstar and Warpath walk to Havok and ask him what they are going to do. Havok tells them nothing and that the battles are being waged elsewhere.
Shinar takes Forge to an open glen where there are techno-organic chambers along the ground. They apparently house the new lifeforms that Shinar was talking of. He tells Forge that it is in his very nature to learn the workings of this new race and he tells Forge that there is no way he can resist the Phalanx and he knows that they are right. He then manipulates Forge into working to help give birth to the new race.
Douglock, Cannonball and Wolfsbane have been incorporated into the beacon's structure and Douglock slowly makes his way towards the top with the other two close behind him. He apologizes for what he did to them and says that it was necessary for them to get to the top of the beacon to destroy it. He tells them that this is the only way to bring down the Phalanx.
Meanwhile, Polaris and the rest of the gang head towards the beacon to help Forge, Douglock, Cannonball and Wolfsbane. They do not understand how they are registering so many Phalanx on the radar but do not see any in the woods as they fly over. They do not realize that they actually ARE the woods. They blast out of the ship and as soon as they hit land the Phalanx attack.
Douglock uses the moment of distraction as the key time to attack the beacon. He, Wolfsbane and Cannonball attack the spire and attempt to destroy it. They see that if they stop the energy flow from the villagers to the Phalanx then they will be able to save the villagers.
Shinar joins the attack against Polaris and her team. He tells them that humanity is doomed and that it is futile to resist the Phalanx. At this moment, Douglock decides to sacrifice himself to save the rest of humanity. He dives into the beacon's core and destroys it.
Nightcrawler teleports to Forge and finds that he is under Phalanx control. He tells Forge that he is going to need to stop helping them or he will be killing humanity. Forge attempts to create a block from the Phalanx's control but is unsure if he can do it.
Shinar begins to "melt" as the beacon falls to the ground. The rest of the Phalanx follow his lead. Cannonball takes Wolfsbane to the base and meets up with the remainder of the teams. Wolfsbane is sad that she has had to see Doug die again. Suddenly, Douglock appears to them and Wolfsbane runs up and hugs him. He then tells them that the Phalanx have nothing to live for now that the beacon is destroyed.
Forge finally frees himself of the Phalanx's hold and causes a surge to the incubation chambers that he was monitoring. This causes them to explode and Nightcrawler thanks Forge for doing this. Forge sits contemplating his humanity and whether he was fighting against his humanity or for it.
- X-Men - in vision
- Sabretooth - "
- Book 2 (Life Signs), part 3 of "The Phalanx Covenant" crossover event
- Wraparound cover
- Silver Foil "circuitry" cover
- Uncanny X-Men #316 - Banshee leads a team to search for the next generation of mutants that the Phalanx have targeted.
- Cable #16 - Wolverine and Cable search for and try to rescue the missing X-Men
- Wolverine #85 - "
- Adventures of Cyclops and Phoenix - Events after Cyclops and Jean's honeymoon.