Cannonball, Wolfsbane, Forge and Douglock stand at the edge of an Italian hamlet. Cannonball is very upset that Douglock has brought them here and has recently infected Forge, turning him into an almost unresponsive zombie-state. Wolfsbane tells Sam to calm down and that she trusts Douglock to be true to his word not to harm them. Forge finally talks up and tells them that they must continue their journey into the town. He activates a holographic transmitter to disguise them all. Douglock however tells them that the Phalanx are all around them and they know they are in the town.
Mont St. Francis
Moira uses the memory-machine, once used by the Acolytes on herself, to gather memories from Shadowcat. She posits to gather info of her relationship with Douglas Ramsey to find a link of some kind to the current Douglock. Upstairs, Professor X goes onto the Astral Plane to find the group in Italy.
Professor X makes contact and asks to merge consciousness with Forge to see what he is seeing. Forge agrees and the Professor sees the Phalanx as a new species. He is almost awed by them. Douglock then merges the transmode virus with Forge for them all to see the Phalanx as well. This brings a whole new reality to Forge and Professor X. Then, they see a giant breeding ground for the Phalanx.