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* AnArmAndALeg: The Phalanx can't assimilate mutants, but Forge's cybernetic leg is a different story.
* ArmorPiercingQuestion: "Sabretooth" goads Wolverine by asking him about [[Recap/XMenS4E16WeaponXLiesAndVideotape Silver Fox]]. It works, until Wolverine realizes the scent is different from the guy he knows.
* BatmanGambit: The Phalanx posed as Sabretooth, banking on the X-Men capturing an old enemy and detaining him at the mansion. Once left alone, the Phalanx got to work accessing the mansion's computer systems and picking off the unaware X-Men.
* BigWhat: Xavier right before he's ensnared by a Phalanx tentacle.
* ContinuityNod: Wolverine points out he [[Recap/XMenS1E3EnterMagneto previously warned Xavier]] about how dangerous Sabretooth is and how it came back to [[Recap/XMenS1E4DeadlyReunions bite the team]].
* DarkestHour: With the Spire nearing completion, Warlock says Earth is truly doomed.
* DefiantToTheEnd: Wolverine slashes away at tentacles, as he is slowly being cocooned.
* DelayedOhCrap: After explaining how the assimilation process works with good conductors, Beast realizes the invasion is likely more widespread that he previously thought.
* DivideAndConquer: The Phalanx pick off the various X-Men, while they're asleep or engaging in solo hobbies. By the time Beast notices anything is wrong, Wolverine is slowly being cocooned and everyone else is taken out.
* EnemyMine: Beast and Forge are forced to team-up with Mr. Sinister against an even greater threat.
* EurekaMoment: Beast when he realizes that Forge's scientific expertise with machines makes him the perfect person to seek help from.
* EvilerThanThou: The Phalanx is so dangerous and imposing that Mr. Sinister outright begs Xavier for help. He later reports how his lab was completely destroyed and his men overtaken.
* FromBadToWorse: Most of the X-Men are captured early on, and it only gets worse from there. Beast's attempt to gain allies is only mildly successful, and the construction of the Spire will summon the rest of the empire to Earth.
* GodHelpUsAll: The Phalanx ambush Quicksilver and leave the others surrounded.
-->'''Forge:''' Great Spirit protect us!
* GodzillaThreshold: Beast acknowledges how working with Mr. Sinister, of all people, is not ideal, but they really don't have any other options.
* HopeSpot: Fearing the invasion is worse than he had feared, Beast contacts President Kelly for help. A slip of the tongue, however, causes Warlock to realize that Kelly has already been assimilated.
* INeverSaidItWasPoison: President Kelly wants a face-to-face meeting, so he tells Beast that he's sending a helicopter for "both of you" immediately. After the transmission is ended, Warlock points out Beast never said anything to Kelly about him being there. OhCrap ensues.
* ItCanThink: The Phalanx is likened to a virus slowly spreading across Earth, but as Forge notes, it thinks out all moves. Rather than a full-on invasion, the Phalanx assimilates key officials like President Kelly, infiltrates Mr. Sinister's lair and the X-Men's mansion, and has agents in place at X-Factor's base.
-->'''Forge:''' It knows just what and when to infect.
* MyGodWhatHaveIDone: With the Spire nearing completion, Warlock blames himself for Earth being in danger and apologizes to Beast and Forge.
* NiceJobBreakingItHero: Warlock and his lifemate sought to escape the Phalanx, but they crashed on Earth. Warlock got free from the wreckage and fled from the approaching authorities, causing his lifemate to be captured. Then the Phalanx followed them to Earth.
* TheNoseKnows: How Wolverine immediately knows that Sabretooth is in the mansion. Once close enough, though, he can tell there's something off about the scent and that he's not dealing with the real Sabretooth.
* NoOneGetsLeftBehind: Without his cybernetic leg, Forge can barely hobble around, so he tells Warlock to leave him behind. Warlock instead becomes a surrogate leg for him.
* NoSell: Unlike normal humans, mutants are actually quite resistant to assimilation, which is why they have to be cocooned instead.
* OOCIsSeriousBusiness: Mr. Sinister calls Xavier to ''beg'' for help against the new threat.
* ShoutOut: The Phalanx tells Beast to surrender, saying, "[[Franchise/StarTrek You will be assimilated]]."
* SkewedPriorities: Averted. The Phalanx view assimilating mutants as a means to an end, saying constructing the Spire (the means to contact the empire out in deep space) is the true objective here.
* TacticalWithdrawal: With drones everywhere and the rest of the team incapacitated, Beast has to flee the mansion and try to find help elsewhere.
* {{Technobabble}}: After getting to a lab, Beast studies a sample and observes Warlock reabsorbing it. He begins to understand how the assimilation process relies on good conductors, rattling off a series of scientific terms. A confused Warlock asks him to dumb it down.
* TemptingFate: Beast assures Jubilee that there will be no trouble for the rest of the night because the sedative will keep Sabretooth unconscious. Too bad it's not really Sabretooth.
* ThatsAnOrder: Xavier warns Wolverine that Sabretooth is under his protection and that he won't tolerate any rash actions. Wolverine begrudgingly agrees to play the nice babysitter instead.
* ThisIsGonnaSuck: Upon receiving Beast's call, Forge notes how visits from the X-Men are never pleasant.
* VillainousRescue: Mr. Sinister blasts the approaching drones and signals his jet, allowing Beast, Forge, and Warlock to escape.
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Added DiffLines:
In New York, Sabretooth goes on a rampage, but Beast and Jubilee capture him. They decide not to inform Wolverine, but he discovers the truth and confronts Sabretooth, only to realize it's not actually him. Meanwhile, Professor X receives a distress call from Mister Sinister, who is attacked by an unknown creature. The X-Men are trapped, and Beast encounters Warlock, a peaceful Phalanx being pursued by his own kind. Beast warns President Kelly about the invasion, but it's too late. Beast seeks help from Forge and Quicksilver, and they are attacked by Phalanx-infected individuals. Warlock aids them by transforming into a replacement leg for Forge. Mister Sinister helps them escape on his ship, and it's revealed that the Phalanx has taken over the Empire State Building, known as the "Spire."
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