
The Phalanx Covenant (Part 1) is a thrilling start to this final season that plunges viewers into a cybernetic nightmare. The episode kicks off with an ominous invasion by the Phalanx, a techno-organic race bent on assimilating all life forms. As the X-Men scramble to respond, they find their traditional powers and strategies almost useless against this new enemy, creating a palpable sense of urgency and dread. The stakes are high as the team confronts an adversary that can turn friend into foe with a single touch.
One of the standout elements of this episode is the introduction of Warlock, an alien with a distinct techno-organic physiology similar to the Phalanx but with a vastly different approach to life. Warlock’s character brings a fresh perspective to the series, emphasizing themes of individuality and resistance. Unlike the Phalanx, Warlock values freedom and the uniqueness of living beings, which makes him a crucial ally for the X-Men. His internal struggle and the poignant fear of losing his identity to the Phalanx resonate deeply, adding layers of emotional depth to the high-paced action.
Warlock’s role in this episode is pivotal. He not only aids the X-Men with his unique abilities to combat the Phalanx but also serves as a narrative bridge, highlighting the stark contrast between the Phalanx’s assimilation and his own desire for freedom. His interactions with the team, especially with characters like Beast and Forge, bring out the best in them, showcasing their compassion, curiosity and willingness to embrace the unknown. The episode masterfully blends intense action with some surprising set pieces: the cliff-hanger is genuinely frightening. Warlock’s resistance to his people’s conformity has left the human race open to extinction…
In New York, Sabretooth is on a rampage against the police until Beast and Jubilee manage to capture him. They take him back to the mansion, and Jubilee asks Professor X if they should inform Wolverine about capturing his arch-enemy. The Professor decides it’s best to keep Wolverine in the dark. However, Wolverine finds out and heads to the holding cells in the basement to confront Sabretooth, only to realize it isn’t him at all.
Meanwhile, Professor X receives a video call from Mister Sinister, who pleads for help as he’s being attacked by an unknown creature. The call ends abruptly when Xavier is attacked by a tentacle. Beast, working in his lab, is also attacked and escapes using Wolverine’s jeep. As Beast drives away, the rest of the X-Men are trapped in pods. He encounters another creature, who introduces himself as Warlock and explains that his people, the Phalanx, are attacking. Warlock is a peaceful Phalanx who crashed on Earth while being pursued by his kind.
Beast manages to warn President Kelly about the invasion, only to find that the Phalanx have already reached him. He then contacts Forge for assistance. Meanwhile, the Phalanx construct the ‘Spire,’ which they plan to use to take over the world. Beast, Forge, and Quicksilver are attacked by Phalanx-infected people, who absorb Forge’s metal leg and take Pietro. Warlock uses his shape-shifting ability to become a replacement leg for Forge. Mister Sinister arrives and helps the group escape on his ship. It is then revealed that the Phalanx’s ‘Spire’ is actually the Empire State Building, which they have taken over and will use as a base to contact more of their kind…

With a new animation team and a new (though shorter) season, this season also comes complete with a more edgier version of the theme which also cuts half the music and the character intros for shots from episodes past. It’s not a patch on the original.
It is ironic that Creed is the person that is duplicated by the Phalanx and that is their way into the Mansion. In the comics, specifically Uncanny X-Men #316 where the invasion began, Creed was one of only four people not duplicated!
Speaking of the original comics, this two parter takes tremendous liberties with the story, condensing a sprawling nine-part crossover that barely features the X-Men, into a mix of everything else that was going on in the arc, mainly featuring peripheral characters.
Warlock first appeared in New Mutants #18 and is considered a mutant amongst his people due to his pacificism. In the comics, he’s often paired with Doug Ramsey, the X-Men’s resident electronics and linguistics genius.
Beast’s position in the Eye Clinic was established in Beauty and the Beast.
Is it possible that Warlock copied Cameron Hodge’s form when he saw him at the crash site? He recognises him in part two, and doesn’t look that different from him while disguised as a human. We briefly see Hodge in the flashback in this episode.
Forge will officially join the X-Men in X-Men ’97.
Cameron Hodge first appeared in season one, defending Beast in Enter Magneto. He also appeared as the aide to Genoshan leadership in Slave Island which is where he was caught up in Cable’s attack on the General. His comic connections to Genosha come from the X-Tinction Agenda crossover.
Sinister implies that the Phalanx ‘destroyed his men’. If he’s referring to the Nasty Boys, they aren’t seen again before the series end.
THE PHALANX COVENANT

The Phalanx Covenant is a gripping X-Men crossover event that took place in the mid-90s, diving headfirst into an alien invasion plot that’s quite rare in the X-Men lore. The story revolves around the Phalanx, a techno-organic species that can assimilate organic beings, turning them into part of their collective hive-mind. Their sinister plan? To take over Earth, starting with the mutant population. But here’s the twist: most of the central X-Men characters like Cyclops, Wolverine, and Storm are notably absent for much of this saga. Instead, the narrative shines a spotlight on the peripheral teams and characters who step up to tackle this monumental threat.
As the Phalanx begins its invasion, it targets mutants, aiming to use them as a template to absorb more of Earth’s inhabitants. The crossover brilliantly showcases characters from the peripheral teams, such as Banshee, Forge, and Emma Frost, alongside younger mutants like Jubilee and Blink. These characters find themselves on the front lines, facing the Phalanx’s relentless onslaught. This shift away from the main X-Men team gives the storyline a fresh and unique perspective, highlighting the strength and resilience of the broader mutant community.
What makes The Phalanx Covenant particularly compelling is its exploration of themes like assimilation, identity, and resistance against seemingly insurmountable odds. The alien invasion plot adds a sci-fi twist that sets it apart from other X-Men stories, providing a rare but fascinating look at how the mutants band together when their usual leaders are out of the picture. The crossover’s success in blending high-stakes action with character-driven narratives ensures it remains a memorable and beloved chapter in X-Men history.
Beyond Good and Evil (Part 4): End and Beginning | The Phalanx Covenant (Part 2)




















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