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Continued from X-Men #36. Emma Frost takes the survivors to her place while she and Banshee infiltrate a SHIELD base to gather clues as to where the Phalanx may be holding the captured mutants. The captured mutants, on the other hand, are meeting each other and discussing how to escape from their cell. Monet takes charge and busts the group out, but Paige feels that she is being assimilated and fears she may slow everyone down. Story concludes in X-Men #37.

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