In the beginning, we see the very mysterious Monet St. Croix being unsuccessfully assimilated and studied by the Phalanx. But while thye were trying to learn about her, she was doing the same, yet more efficently.

Cut to St. Louis. Everett Thomas is surrounded by police officers with shakey trigger fingers as he explains that the odd occurance of having every window in a city block shatter when he shouted, was only an after effect as these "liquid metal creatures" attacked him. Allowing their disbelief to focus on Everett, several of the officers are killed as the Phalanx make another attack. But they are saved by the cry of the Banshee which obliterates the precinct along with the Phalanx.

Not much later, Jubilee and Emma Frost are ambushed as well, only to be saved by Sabretooth, Banshee, and Everett who is "synching" himself with Sabretooth's brute strength. It is soon shown, to prevent their own demise, just how much power Jubilee possesses as Frost connects Jubilee's and Everett's minds to put him in synch with her mutanagenic aura and create a blast at the sub-atomic level.

During this fight, the Phalanx has acquired another member of the next generation of Xavier's brood, Paige Guthrie, sister to Sam, known as Cannonball. This is revealed to them when Steven Lang, a brilliant, yet prejudice, scientist, wanrs them that resistance really is futile.

In the midst of all this, Sabretooth escaped from his shackles which kept him from going too far over the edge, due to the detonator bracelt that Sean was wearing became damaged in the fight. That was the only thing keeping him there, and now he's free.