Alex powers up, startled when he sees Jean and Apocalypse are working together. Jean tries to calm him down and tells him that he he knows that he can trust her. Alex can’t believe that Apocalypse is one of the good guys, no matter how twisted this world has turned out to be.
Jean doesn’t understand, as the Alex she knew was fighting alongside with them, trying to find a way to defeat Xavier. Of course, Xavier would have done something to manipulate his mind again, she postulates. Alex says that that isn’t true and he is the real one for once. Alex powers up, eagerly waiting to show Apocalypse why they call him Havok! Jean throws his attack away, as, if they kill Apocalypse, they’ll do exactly what Xavier wants.
Alex is willing to take that risk but, suddenly, the floor starts shaking and wires from underground quickly imprison him. A voice from behind tells Alex that he might be willing, but he won’t allow that. Alex can’t believe who he is seeing: Magneto! This can’t be, Alex thinks, because Magneto is dead. Alex knows how the X-Men died after the attack and orders them to stop playing with his head. Magneto asks why Alex thought the X-Men died; because he saw it on the news? Magneto thought better of him. Magneto tells Alex to look at him and see the exact same man who fought side by side with him against the Goblin Queen. Is he not the same man Alex confided in, telling the secret of his identity?
Magneto says he knows that Alex isn’t from this universe, but will gain his trust or everything shall be lost. Alex is convinced and Magneto begins explaining. Magneto explains that Apocalypse is the one who saved the X-Men. As Magneto tries to continue, Apocalypse suddenly falls down and screams out from the pain! Jean knows that Apocalypse is weakening and doesn’t know how much longer she can keep her protecting shield up. Since time is running out, Magneto promises Alex that he’ll continue explaining while they get on their way.
A short time later…
After the mutants leave in a ship, Magneto believes that they should be safe for a while longer, seeing that, no matter how strong Xavier is, his psionic powers don’t seem to get through Apocalypse’s structures. Apocalypse once more screams from the pain, so Magneto creates a magnetic shield, providing them some extra protection. Alex isn’t interested in that and wants straight answers, now! Alex always thought of Xavier as a good man… the best, even. Magneto claims that he was, but that was a long time ago.
Magneto begins his story a lifetime ago, when he held Charles Xavier as close to him like a brother. Magneto admired Xavier. Magneto met Xavier at a juncture of his life when it could have taken a whole different path than the one he takes today. Magneto was angry and ready to leash out to the world that hated and feared the mutants. It was Xavier’s dream and vision that made Magneto change his lifestyle and together they came up with the concept of the X-Men. The X-Men were supposed to be young mutants, whom they would tutor in the use of their powers for the benefit of both the human and mutant race. Their plan came to be and together they showed the world that not all mutants were to be feared. It was at that moment when they met… the Shadow King!
Magneto never learned if the Shadow King was a mutant or not. Their battle was brutal and the X-Men fell. They would have died that day, had Charles not risked fighting the Shadow King on the Astral Plane. But, after that day, everything changed. Charles changed, disappearing for months without a word of explanation. While recuperation from the wounds he and the other X-Men had from the fight, Magneto fell in love with Dr. Moira MacTaggert, who came to tend to them. Moira healed even older wounds that Magneto had, and the love he had for that woman made him deaf to the rumors that Charles was starting to play with people’s minds.
And then, the Juggernaut attacked. The Juggernaut is Xavier’s own brother, who was so blinded by jealousy towards Xavier that he wants to destroy everything he created. Magneto and the X-Men were still too weak from the battle with the Shadow King, but then Charles suddenly showed up. Completly changed (with hair even) and was at at full use of his telepathic powers. When Magneto looked in his eyes, he could no longer see the man he once knew. He could sense the evil inside Charles. Xavier attacked the Juggernaut with a full telepathic blast, but the Juggernaut dodged it and the beam instead hit Moira! Moira died in his arms. Magneto was so angry he could have struck out at his old friend, but did not. Instead, he turned to the one thing he could still believe in: the dream. While Xavier wandered off from them, Magneto stayed with the X-Men and their future incarnations.
Magneto says that Xavier seemed to have dropped off the face of the planet that day. He had heard rumors of a mutant man playing with people’s mind but, since more telepathic mutants began showing up, Magneto had his doubts. Magneto created Cerebro after the image of his old friend, in the attempt of locating more such mutants, but he could not find any other than Jean. Later, they found out the reason why they couldn’t: Xavier kept reaching them first, taking them to his side and shielding their thoughts from them. Alex still doesn’t understand what this has got to do with him and Scotty, or Apocalypse, even.
Magneto explains that Apocalypse has become an unlikely ally in their struggle. Magneto reveals that Xavier has allied himself with Mr. Sinister, a scientist that lives for nothing but experimenting on the human gene pool. It was Sinister who pointed out that there was only one man that could stand in Xavier’s way, namely Apocalypse. Apocalype’s goal is still the same as ever: survival of the fittest. But, unlike Sinister, Apocalypse does not want to control that moment. Apocalypse soon saw that the power both Xavier and Sinister had could both wipe out both the mutant and human race.
Xavier used his telepathic powers to turn the X-Men against Apocalypse, but that plan backfired. It was in that moment that Magneto, the X-Men and Alex’s counterpart from this world gained Apocalypse’s trust. Together, they saved Jean from dying and now they even had a telepath on their side. But, Jean says, then came the day that Scotty was born. Alex asks what he has got to do with this.
Time goes forward, the castle of the Six.
The door-bell chimes and Ice-Man and Brute rush to open the door. It’s Alex! Bloodstorm shows up and they can’t believe it, because they thought that Alex had died after the fight with the Horsemen. Alex says he didn’t and didn’t come back because he thought the castle was still under control of S.H.I.E.L.D. Ice-Man says that they were all gone when they got there. Alex finds that pretty convenient. Ice-Man doesn’t get it, because the last they saw of Alex was when Apocalypse himself was dragging Alex away. Guess he isn’t as tough as they thought. Alex asks where Xavier is and Bloodstorm confirms that he is playing with Scotty.
Alex can’t believe that Scotty is there and angrily asks where they are. Bloodstorm says in the playroom and Alex angrily powers-up, yelling for Xavier. Alex runs into the playroom, where Xavier sits with Scotty, who explained to him that Alex isn’t dead. Scotty says that the Professor has been showing him lots of things and been playing all kinds of games with him. Xavier says that Scotty has turned out to be so more he could hope for. Alex asks for Elektra, who shows up from the back. Alex orders her to take Scotty away as quick as possible. Elektra goes, but Xavier quickly reacts and defeats Elektra with a telepathic blast!
Alex tells Scotty to run, but Xavier blocks his movements. Xavier tells Alex to give it up, as Scotty is already his. Always has been. It’s why he ordered Sinister to clone Jean and they guided him to her. Alex was only the genetic stock they needed to create what Charles desired. Xavier says that Alex can have all those with the gross powers, but the telepaths, the kings of the world, are his! Xavier orders Alex to power down or his son dies. This is a fight that never should have happened. Alex agrees and uses a full-powered plasma-blast against Xavier, who falls through the window. Alex tells Scotty they need to get him to a safe place. Xavier, having survived the fall, says there is no safe place, not even that Arctic citadel Apocalypse has. Xavier finds them fools for not thinking he couldn’t destroy them with just a thought.
Xavier telepathically flies back towards them and starts fighting, saying he can destroy them, just like he is manipulating Nick Fury and his S.H.I.E.L.D. troops. Scotty tries to protect his dad, but Xavier smacks him away. Xavier’s angry at Alex for making him hurt Scotty and wants to kill Alex now. Alex apologizes and fully powers up, blasting Xavier away again and shouting at him to never hurt his son! Scotty is okay and Elektra wakes up too. The rest of the Six arrive, not fully understanding what’s going on. Alex explains to them that Xavier must have been manipulating their minds as well. Captain America finds that reasonable, seeing how Fury and his men had suddenly left. Cap asks what’s going on, but Alex finds that too long a story to tell now, and a frightening one, too.
Xavier agrees, standing up again, and says it’s time for them all to face what he trully has become. Xavier surrounds himself with dark-green energy and shifts into his body-armor. He also creates a special helmet and has now the combined powers of every telepathic mind on the planet; minds he has absorbed in the same way like he did with the Shadow King’s! Xavier powers up, as the Six watch in fear. Xavier, ready for action, confidentially says it’s time for lesson 2!