They say that heroes are only as compelling as their villains. The X-Men's rogues gallery certainly lends credence to that claim - when they aren't feuding with Magneto's Brotherhood, the X-Men have to battle mad scientists, shady government organizations, ancient mutant cyborgs, and cosmic entities! That's what makes the Phalanx so scary - they essentially combine all of the best attributes of the X-Men's worst foes.

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The Phalanx has recently appeared in Powers of X #2 - bringing with them ill omens for the X-Men's future. Charles Xavier and his students have overcome some of the most powerful villains in the Marvel Universe. However, we wonder how the X-Men will fair against a foe as versatile this race of intergalactic conquerors.

10 The Phalanx Are A Race Of Alien Cyborgs

Cyborgs aren't exactly a new threat to the X-Men. After all, they've fought the Reavers for decades, as well as few Sentinel hybrids. However, those foes use Earth-based technology - sophisticated tech, but nothing that the likes of Beast and Forge can't comprehend. The Phalanx, on the other hand, utilize alien that's beyond the understanding of man and mutantkind's sharpest minds!

In most match-ups against cyborgs, we'd say that the X-Men could unleash their technopaths and scientists. However, that tactic might not work against the Phalanx, as their tech would take far too long to understand - let alone reverse engineer.

9 They Assimilate Others Into Their Fold

X-Men Phalanx Covenant

Cold, calculating efficiency is a hallmark of the entire Phalanx species. They don't reproduce the same way most other races do - that'd take too long and wouldn't be evil enough to float their boat. No, these space cyborgs prefer to assimilate others into their ranks - infecting them with a virus that's not too different from the kind Cable possesses.

The thing is, Cable uses his innate psychic powers to keep the Techno-organic virus in check. Most mutants won't have such a powerful resource at their disposal, however, making them easier to assimilate. If the battle between the X-Men and the Phalanx came down to sheer numbers, our heroes wouldn't last very long.

8 Phalanx Infection Is Extremely Painful

We should mention that the Phalanx's infection process isn't harmless or instantaneous; those who are infected slowly become more machine than human (or any other species), until wires start spewing from their eyes! It's all downhill from there; the infection continues to spread through the body until the transformation completes.

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This process is going to be extremely disruptive for any mutants that need to focus to use their powers; it won't be easy for Charles Xavier or Jean Grey to use telepathy or telekinesis with a painful virus tearing their minds to shreds. Plus, how is Cyclops going to use his optic blasts if his eyes are full of techno-organic wires?!

7 The Phalanx Kill Thousands Of Kree Daily

Ronan the Accuser is far from the nicest guy in the galaxy, but he's resilient and he's strong. Most of his best attributes stem from his Kree heritage and upbringing; these blue-skinned aliens excel at warfare and are collectively able to give the Skrulls a run for their money! That's why it's all the more shocking that the Phalanx manage to stomp out the Kree so easily!

Not only did the Phalanx crush their Kree opposition, but they began harvesting their bodies for fuel! Things got so bad that thousands of Kree got killed daily - a process even Ronan couldn't stop alone.

6 They Also Don't Have Qualms Against Liquifying Children

Members of Generation X and Sabretooth fighting the Phalanx

Hop into any 'X character vs Y character' forum, and you'll see numerous comments saying 'morals-off.' Most heroes (and even a few villains) never use their full power because they adhere to certain moral codes. The Phalanx, however, wouldn't have that problem - they'll do anything to win a large-scale conflict, including liquefying small children to use as fuel!

Ultimately, the Phalanx operate on a different level than human or mutantkind. They don't have reservations about sparing lives or limiting collateral damage. Moreover, there are plenty of young mutants at Xavier's School who haven't mastered their powers. They'd be easy targets if these mechanical menaces invaded the institute!

5 Steven Lang Turned Them Into 'Living Sentinels'

Steven Lang might not be the most intimidating name for a villain, but trust us when we say this guy's bad news. Following the death of Lawrence Trask, Lang took over his predecessor's Sentinel Project. Around this time, Lang encountered the Phalanx and concocted a sadistic idea; what if we combined this race of techno-organic aliens with the Sentinels?!

RELATED: X-Men: Ranking The 10 Most Dangerous Types Of Sentinels

As a result, a deadly line of Phalanx Sentinels hit the streets - proving themselves to be more than a match for the X-Men. Imagine if these monsters came back, but in greater numbers and with better upgrades. The thought alone chills the bones.

4 Babel Spires

In large-scale battles, communication becomes more crucial than ever; you can't call in reinforcements or coordinate attacks if comms are down. Establishing communications in foreign soil can be quite a hassle, but the Phalanx can easily communicate with their entire army thanks to their Babel Spires.

The Phalanx use only the highest grade techno-organic machinery; they don't have to worry about losing a connection because of bad weather or a weak signal. Furthermore, they've got the tech needed to communicate on an intergalactic scale - something that most national defense forces haven't mastered in the Marvel Comics Universe.

3 The Technarcy Can't Seem To Wipe Them Out

The New Mutant Warlock can instantly change his shape, absorb energy, and repair himself with nanomachines. Interestingly enough, he's one of the weaker members of his species - the Technarchy. As opposed to Warlock, most members of this sentient machine race revel in combat, but for all of their powers, the Technarchy can't seem to purge the universe of the Phalanx.

This failure could have something to do with the Phalanx's origins - these guys descended from the Technarchy's techno-organic transmode virus. It's a classic example of 'don't conjure up what you can't put down.'

2 Same Goes For the Guardians Of The Galaxy

The Guardians of the Galaxy are planet busters, mercenary battlers and Titan-killers through and through. Though their plucky (sorry Star-Lord) attitudes tend to get them in tons of trouble, they're smart and skilled enough to get out in the end. At least, that's before the team encountered the Phalanx during Annihilation.

Star-Lord spent the bulk of Annihilation: Conquest being tortured by the enigmatic leader of the Phalanx. Gamora and Drax, on the other hand, got assimilated into the fold! Mantis, Groot, and Rocket managed to fare better than the rest, but largely because of the help other heroes offered them.

1 Ultron-Phalanx

ultron-annihilation-conquest

After reading through this article, you're probably wondering if the Phalanx have a leader. That was certainly a mystery for the longest time - these guys were just too organized and efficient to operate randomly. During Annihilation: Conquest, we finally learned who was pulling the strings - Ultron!

Initially, the Phalanx tried to assimilate Ultron as they've done with countless others. However, this lean, mean, diabolical machine turned the tables on his foes - taking over their entire hive-mind!

NEXT: Annihilation: The 10 Most Unforgettable Moments Of Marvel’s Space Epic