- Moira MacTaggert
- Banshee (Sean Cassidy)
- Warlock's Life Mate
- Sinister's Jet (Destroyed)
- Moira's Jet (Destroyed)
Planet earth is under attack by the Phalanx, a race of techno-organic aliens seeking to assimilate all life on earth. Warlock, Beast, Forge and Mr. Sinister, and Amelia Voght develop an anti-virus and a plan to administer it at the phalanx core. They recruit Magneto and he is able to obtain a phalanx sample. Hodge explains to them what the Phalanx is doing and how he came to be part of them. The group enters the Spire of the Phalanx and attempts to rescue the others and eliminate the phalanx with the anti-virus.
- Originally broadcasted as a one-hour special, back to back with its first part.
- Onscreen title includes "The" at the beginning, despite the first part lacking it.
Marvel's X-Men editor at the time Bob Harras is credited as story consultant, although Scott Lobdell mostly came up with the original story concept.