Xavier powers up and the Six can only watch in fear. Xavier orders Alex to hand over Scotty to him and even gives the heroes the chance to join him in the changed world. When Ice-Man asks what they’re going to do, Alex orders them all to run. Gambit can’t believe his ears. Alex says to run to the hangar, because they can’t win this fight. Not here, not now. Alex gives them the time to escape, attacking Xavier with his blasts. Xavier, unharmed, says that there is no place where he can’t track them. Alex orders Bloodstorm to go without him. She hesitates, but does as ordered. After blasting Xavier a final time, Alex, just in time, makes it on the plane before it takes off.
Alex tells Bloodstorm to go full-speed so that Xavier doesn’t have the chance to follow them. Scotty asks what Xavier wants, because he seemed so nice at first. Alex doesn’t know for sure, but is going to find out. After Scotty asks where they are going, Alex says to Antartica, where they have some friends. A short time later, they all arrive in Apocalypse’s citadel. They are a bit surprised to be there, but Alex confides to his friends that it’s safe here. Magneto shows up from behind, confirming this, and the rest of the Six are all surprised to see him alive, thinking he was dead. When Bloodstorm asks where the other X-Men are, Magneto explains that her former teammates are all fine, currently scattered all over the world’s four courners, preparing to defend themselves against Xavier’s attack.
Magneto promises to answer their questions in time, but now they need to make strategies and asks Havok and Captain America to come with him. A short time later, the rest of the Six wait in a separate room in Apocalypse’s citadel. While Gambit teaches Scotty to play cards, Ice-Man’s bored because they’ve been waiting for two hours. He also doesn’t like that Captain America is allowed to go with Alex and they not, and Cap’s not even a mutant. Scotty laughs at him, saying that Captain America is a mutant, can’t you see it? Ice-Man believes they are missing his point and thinks they might have walked in the middle of a trap. The Fallen, Apocalypse and the Horsemen show up, and the Six go into defense mode, believing they have betrayed their friends.
Brute jumps at the Fallen, trying to slash him to death, but Alex blasts his friends back, in an attempt to clam them down. Alex orders them to stop fighting because they are their allies. Ice-Man can’t believe it, because of how many times has the Fallen betrayed them in the past. Alex asks Brute to let the Fallen go, but he won’t listen because the Fallen has hurt him before. When Scotty takes over and tells his uncle that it’s okay, Brute listens and lets the Fallen go. Magneto says it’s over now, all this being a misunderstanding. Magneto finds it’s time to go, but the Fallen becomes angry and wants to kill the Brute for attacking him.
Apocalypse picks the Fallen up, telling him to calm down, or “Death” will be more than just his code-name. The Fallen gets it and relaxes. Alex explains to his friends that he knows it’s hard to understand that Apocalypse and the Horsemen are the good guys, but they are. When they faced them before, they were all under Xavier and the Shadow King’s mind control. As are Nick Fury and the U.S. government for the past few years. All they did is Xavier’s fault. He’s using his mind to bring fear again towards the mutant, so they’d notice less of what he was doing. Now, Xavier plans to take over all minds in the United States. Ice-Man doesn’t get it, asking how one bald guy can do all that by himself.
Apocalypse opens his video-screen, saying Xavier plans to do it with that. It’s Galactus! Or, as Apocalypse explains, at least an amazing simulacrum. Xavier plans to present the world the one being that is capable of devouring it. A worldwide panic will ensue. Apocalypse explains that the Shadow King feeds on fear and now he has fully merged with Xavier, making them more powerful than any other being on this planet. This will be the beginning of the end for this world.
A short time later, Galactus lands in New York City. As he attacks, panic breaks out. The Six and their allies land their plane and go into action. Magneto says that the X-Men won’t be able to back them up, so they’ll have to do the job on their own.
Magneto says it’s best to draw Galactus’ attention, and it’s up to Ice-Man to do that part. Ice-Man mocks for always having to do the dirty work and freezes up Galactus’ foot. Galactus, however, notices it and kicks Ice-Man away. Galactus brings out help, his Heralds Drax, the Silver Surfer and Nova. Alex is sure that they aren’t real, because he met the Surfer and Nova, who are with his brother in the Starjammers. That’s good enough for Cap, who wants to end this fight now. He takes the first step and takes the Surfer out throwing his shield against him.
So the fight goes, and each heroe takes on a different Herald and they are easily defeated. Galactus is still standing, so they decide to combine all their powers against Galactus and he… melts! Ice-Man wonders what he was made of. Suddenly, Xavier shows up, explaning he’s the result of years engenieering of a good friend of his. But Xavier assures the Six that his plan won’t be so easily foiled. Mr. Sinister suddenly appears and Xavier tells his friend to show the mutants that they did exactly what they hoped for. Sinister activates a device on his wrist. The molten ashes of Galactus merge, and green creatures appear!