Inside Apocalypse's Ship, at the heart of Manhattan, Peter Parker a.k.a. Spider-Man is tapping away at the controls of the Gene Bomb. 'Come on, come on...c'mon, Peter – think. Celestial language... probably has a dozen tripwires... listen to your spider-sense – buzzing least when I look at this one' Peter thinks to himself, when suddenly, he steps back as there is a loud DREEEP noise and ACCESS DENIED flashes up on the panel. 'Don't need to speak Celestial to know red light means bad!' Spider-Man exclaims. Deciding that his brains have failed, it is time for brute force, he starts to tear at some wires, pulling hard, but they don't give. 'Tear out wires. Tear out wires until it doesn't blow up -' Spider-Man tells himself, when suddenly, a voice calls out 'Now, I ain't no scientition...but what I know about bombs, they don't respond well to force, Kemosabe'. It is Cletus Kasady a.k.a. Carnage, who oozes his way through a hole in Ship's wall, he makes his way over to Spider-Man, who asks his foe to help him. 'We'll web it up – smother the blast -' he begins, but Carnage replies that no amount of webbing is going to stop it. 'Only thing that might hold it back... is me' Carnage announces as his form oozes over the Gene Bomb, while Spider-Man points out that this will kill him. 'World's better off without me, can't argue that' Carnage replies.
The symbiotic form of Carnage spreads over the entire Gene Bomb until only his head pokes out – no body is distinguishable. 'No one in my family ever done anything for another person. Come from a long line of selfish dirtbags' Carnage reveals, adding that it probably goes back to Caveman Kasady, stealing pterodactyl eggs from the needy. As Spider-Man prepares to exit Ship, Carnage asks him to do one last thing for him. 'Anything' Spider-Man responds. Carnage tells him to build a giant memorial in his honor made out of gold and jewels and rhinestones, draped in the Confederate flag, right in the middle of bleeding heart liberal New York City. 'And I want it playing Skynyrd's “Free Bird” around the clock!' Carnage calls out. 'I...' Spider-Man begins. 'Promise' Carnage asks him. 'I promise, Cletus' Spider-Man replies, before turning as the Gene Bomb starts to detonate. Carnage sings: “And this bird you cannot change! Oh-oh-ohhh-oh! God help me, I can't -” before there is an explosion – contained within the walls of Ship, as Spider-Man swings to safety.
Down on street level, amongst the ruins stands Apocalypse, holding up the decapitated head of Deadpool. 'Was that it? Did the Gene Bomb go off?' Storm asks as she, Havok, Cyclops, Nightcrawler, Rogue and Colossus gather around. Apocalypse replies that it went off, but that something is wrong. 'What could have stopped it?' Colossus wonders. 'The worst person I ever knew doing the noblest thing I've ever seen!' Spider-Man exclaims as he swings down and lands on Storm's back, before bounding onto Colossus and kicking Cycops backwards. 'A man died stopping your bomb, X-Men -' Spider-Man begins, before Apocalypse grabs him by his neck and tells him to fear not, as he will soon join him, as he tosses Spider-Man into a wall, where he lands hard. 'You wish to wage war on us, cosmic demon – I enchanted Jarnbjorn for such a day!' Thor booms as he brings the powerful axe down on Apocalypse's shoulder, causing the uber-mutant to cry out in pain as blood is splashed about. 'You must have enjoyed her kiss to return for more' Thor points out. 'There is more to Apocalypse than his armor, Asgardian interloper!' Apocalypse retorts. 'Aye – a man who would have a bomb to do his fighting!' Thor declares.
'Avengers incoming, X-Men! Hold nothing back – kill them all!' Cyclops calls out as he fires an optic blast towards Luke Cage. Sam Wilson, the current Captain America, moves towards Cyclops, while Havok approaches Cage, Storm attacks Iron Man, Medusa and Nightcrawler tussle, and the Hulk, in his Kluh form, looms in the background. 'Funny, we were just saying the same thing' Sam calls out. Thor strikes Janbjorn against Apocalypse once more and warns him that his Celestial metal is his undoing. 'Jarnbjorn will crack that shell – and pry free the soft meat cowering within!' Thor boasts, as the axe slices into Apocalypse's right side. Nearby, Loki calls out to the Enchantress, telling her to wake, as Thor is killing them. 'We have to do something'. The Enchantress opens her eyes, 'Something incredibly heroic?' she asks, smirking. 'Will you help?' Loki asks her. The Enchantress tells him that she can do more than that, and kisses Loki on his lips. 'If I survive, can I have more?' Loki asks. 'If we survive, if we succeed in undoing this... I'll be back to my rotten old self' the Enchantress points out. 'Oddly... that makes me want it all the more' Loki responds.
Apocalypse falls to the ground, and cries out as Janrnbjorn strikes his shoulder again. 'Exhausted by your piety. Your ceaseless moaning. You imagine this world is your right. But now you see – nothing is yours without our say. And all I will give you is death -' Thor starts as he prepares to bring the axe down for another strike – but, suddenly, the Absorbing Man appears from behind and takes hold of the axe. 'Don't you worry, Lips McGruesome – the good guys're gonna save yer purple can!' Absorbing Man calls out to Apocalypse. He touches the enchanted axe and asks for forgiveness for being boastful, but that he hits harder when he is indignant. He punches Thor in the face, telling the Asgardian that absorbing the metal in his axe doesn't hurt, either. 'You forget yourself. Some misguided pity has stayed my hand from your execution in the past, mongrel – a mistake I will rectify!' Thor replies, as he smacks the Absorbing Man up into the air, where he crashes into a nearby skyscraper. 'Couldn't have said it better myself' Cyclops remarks as he unleashes an optic blast at close range, striking Thor, while Havok releases a surge of energy at Thor, striking him too. But Thor swings around, holds his axe overhead and tells Cyclops that he hopes his words were well chosen – because they will be his last.
Thor swings the axe, but strikes neither Havok or Cyclops, as Hobgoblin swoops down and picks them both up. 'I doubt it, man, I mean, these are the Summers Brothers – they never shut -' Hobgoblin calls out, before Thor throws something, which slams into the glider, causing the Hobgoblin and the Summers Brothers to the ground. Loki approaches Thor holding a sword, he tells his brother that he made quite a throw for a prideful fraud. 'A loutish braggart who can't lift the hammer that is his birthright'. Thor hands his head and tells his brother that he will die for his words. 'I can't lie. It's why they sting' Loki responds as his sword clangs against the axe. 'How it must vex you. Much as you do, Loki. Much as you will be remembered' Thor replies as he knocks his brother to the ground. The Enchantress appears overhead, 'Look at him, Thor! He is your brother – your blood! Look into your heart and you will see – you do love him' the Enchantress calls out. 'Loki is no blood of mine!' Thor responds, and calling the Enchantress a “fetid temptress”, tells her that the love she seeks to bring forth is quickly inverted to hate. 'Serving to increase my rage!' Thor shouts as he leaps towards Loki, axe at the ready. 'It's worked – now, go Loki!' the Enchantress exclaims. 'That's it, you oak...blindly chase the trickster...and let us see who is truly worthy' Loki utters as a portal opens, and Loki rushes through it. Thor follows him, 'Your screams shall be worthy of song – your death unending!' Thor shouts, as he finds himself on the other side of the portal – the moon. Thor hangs his head, 'You will suffer. Your bones delivered to the icy pit that bore them. I swear it, you bastard abomination – this time I kill you' Thor utters.
Meanwhile, at Avengers Mansion, Steve Rogers and his son, the new Nomad stare at several monitors depicting the battle between the Avengers and the X-Men. Nomad tells his father that nearly all of the Avengers are down. 'Those x-Men can't stop the axis for much longer...and even if they do – we can't stop them' Nomad points out. 'The stories you told me about this world, the endless insanity...' The elderly Steve Rogers replies 'No words can describe the terror of so many lives in the balance so often, son'. Nomad declares that he has to get out and help, but Steve tells his son that they are the only ones who can put together a backup plan if this fails. 'This isn't hopeless, there's always a way – we will find it' he assures his son. Suddenly, 'I think I might be able to help you with that' a voice calls out. Steve turns to see Edwin Jarvis approaching him. 'JARVIS!' Steve calls out to his old friend. 'My God, old man – I feared the worse' Steve tells Jarvis. 'As well you should, Captain Rogers. Our friends have quite lost their minds...but I think I know a way to set them back' Jarvis replies as they hug.
Back in Manhattan, 'Spit it out, runt! Where you hiding the Red Skull?' Rogue asks Kluh as she hovers in front of him. 'Tell me now and I give you the quick death, otherwise -' Rogue begins, but raising his fists towards her, Kluh interrupts her and shouts 'Kluh's gonna have some fun!' 'Only if bleeding is your idea of fun!' Rogue retorts, when suddenly, Medusa wraps her long hair around Rogue, and boasts that all of the whimpering mutant dogs will be transplanted by Inhuman superiority. 'Inhumans, mutants, gods – call yourselves what you want – I'll bug-stomp anyone in my way!' Kluh boasts, ready to bring his fists down on Rogue, until Apocalypse intervenes, 'The default human dictum in most regards. We will suffer your boots no more!' Apocalypse exclaims as he slams Kluh back into Medusa. Apocalypse turns to where he sees Charles Xavier trapped in rubble. 'Evan – listen to me!' Xavier calls out to the boy within Apocalypse. 'Xavier?' Apocalypse asks. 'See what you have done – the suffering! Your hate will doom us all!' Xavier exclaims. Xavier extends a hand, 'The cycle of death will never end! I beg you, please, put down your -' Charles pleads, but Apocalypse unleashes an energy beam, striking Xavier, freeing him from the rubble, but revealing his true guide – Mystique. 'You should know this' Apocalypse tells the shapeshifter.
Mystique tries to get to her feet, but Apocalypse looms over her. 'Skulking skin-shifter. Betrayer of our people. Servant of our oppressors. Feel the price of your treachery - ' Apocalypse threatens Mystique, but a voice declares 'Well, seeing as how she's such a pretty lady – why dontcha let me pick up the tab!' the Absorbing Man exclaims as he steps between Mystique and Apocalypse and smashes Apocalypse in the face with his massive ball and chain.
Meantime, Latveria, where Wanda Maximoff the Scarlet Witch has released a surge of hex energy, tearing through the village. Her brother, Pietro a.k.a. Quicksilver and Magneto lay on the ground, as Wanda hovers in the air. She tells Magneto that he can't imagine the joy she feels knowing he is nothing to her. 'The elation at repaying Doom's cruelty as I plunge his homeland into chaos -' Wanda adds, while Quicksilver calls out to her: 'I know the pain that lingers in your mind...nothing can undo what you've suffered in the past' Pietro calls out to Wanda as he clings to some rocks as the ground around him breaks up. 'If you fall to this evil – you'll never be free of it. There is good in the world. Better days await us – but you have to be stronger than the rage' Quicksilver declares. Magneto looks up at the Scarlet Witch and tells her that killing these people will not be some manipulation – it will be her choosing. 'This from a man whose life is dedicated to murderous vengeance! The man whose rage set this all in motion' Wanda replies. 'It will curse your soul' Quicksilver utters to his sister. 'I am cursed!' Wanda screams as she casts energy to the ground, striking Magneto and blasting he and Quicksilver into the air. They land on the shrinking ground, as the Scarlet Witch announces that the world will join in her pain.
'You have every right to your rage – but you will not be allowed to spread it. Take her, Daniel' a voice exclaims as a portal opens, and Wanda turns to see Dr Doom emerging from the portal, with Brother Voodoo, the speaker of those words, instructing his brother, Daniel Drumm, who appears in a spirit-like form, to fly directly at the Scarlet Witch. Wanda quickly raises a hex, as Daniel Drumm tells his brother 'Your deal with Doom is your own, my bnrother. I take no advantage in aiding these Avengers swine – though it is a pleasure to save reality from their stupidity' he boasts as he literally dives into the Scarlet Witch. 'There is no fighting my possession, Witch. I will not allow the world to burn for your hubris' Daniel Drumm announces. The Scarlet Witch starts clutching at her own body, 'Get out – RELEASE ME!' she screams. Magneto flies over to Doom and asks him what he has done. 'Made a Faustian pact with a demigod to resurect Doctor Voodoo and his brother, the only beings capable of possessing this rampaging sorceress' Doom replies. Voodoo tells Magneto to stave his anger, as his brother's possession will not harm her. He explains that Daniel is risking his very essence withstanding the madness within her. 'If I am to believe the horrors Doom conveyed – we will soon need her' Voodoo announces.
Back at Avengers Mansion, 'Dad, things aren't going well up here. That Hulk is back and he and Thor are taking down everyone' Nomad reports over an intercomm, as he and Jarvis observe the monitors. 'How much longer?' Steve replies from another location. 'A minute, maybe less' Jarvis reports. Steve tells them to stay put, and to keep him informed on what is happening, not to worry, as he will get this done. 'One way or another – I will liberate the Skull' Steve boasts, his aged form seen behind some armor.
The battle continues to rage, Spider-Man lands on Colossus and tells the Absorbing Man that he needs a hand. But as he holds off Kluh and Luke Cage, the Absorbing Man replies that both of his are busy. He slams his ball and chain into Kluh, while Iron Man and Storm go head-to-head, and Sam Wilson smacks Havok in the back. Kluh gets up and pushes the Absorbing Man to the ground, 'You're gonna need 'em while you're beggin' me ta die!' Kluh tells the Absorbing Man. Havok punches Sam Wilson and asks him if he feels any pride in the colors that he wears, or just pride at the elite few they actually serve? 'Rain-check on the pity party, Havok. I need your dance partner' Iron Man declares as he fires an energy beam at Havok and knocks him back, while informing Sam that he has picked up a communication and that Zola rat he calls a son. 'I don't think the X-Men have the Red Skull' Iron Man reveals. 'Who else could have taken the Skull?' Sam enquires. Iron Man explains that he doesn’t think the Skull was taken, but that he thinks that old fool Jarvis used one of his cloaking devices to hide the Skull from Sam. 'And unless I'm mistaken...Steve Rogers is en route to get him right now' Iron Man exclaims as he takes flight. Sam flies behind him, announcing that they should put that relic into the ground where he belongs.
'A man of metal takes to my skies – he must weather the unrelenting storm!' Storm declares as shhe fires a lighting blast, which strikes Iron Man, while Sam manages to block it with his shield. 'Cap – go!' Iron Man calls out to Sam, assuring him that he will hold off Storm. 'You kill Rogers' he instructs Sam, who flies off, leaving a frazzled Iron Man mid-air to combat Storm.
Sam Wilson arrives at an undisclosed location, 'Oh, you gotta be kidding me' he exclaims, as he looks down and a voice calls out 'There's too much at stake, Sam – I'm getting him out of here'. It is Steve Rogers, encased in a suit of armor, helping the bone-white Red Skull out of the shadows. Steve warns his old friend Sam to stand down – or he won't be able to guarantee his safety!