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Continued from X-Force #38. Forge is compromised when Shinar tricks him into using his mutant ability to see the importance of securing the rise of the Phalanx. Douglock seems to be compromised but ends up working with Cannonball and Wolfsbane to stop the beacon from calling down the originators of the Phalanx. Douglock "sacrifices" himself to take the beacon out for good. Nightcrawler shows up with his task force and helps Forge see why humanity should win out and Forge is able to override his mutant power and destroy the incubators for the Phalanx.

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