Uatu gazes upon the burning remains of Central Park, where the battle for humanity’s survival was just fought. For eons, he had watched the planet’s legacy, to chronicle the splendor of humanity’s achievements and it’s heroes. Today, that story ended.
The unholy creature called Onslaught, created from the combination of the darkest recesses of the minds of Charles Xavier and Magneto, had finally completely freed itself from the body of Xavier. The creature believed that neither Xavier’s nor Magneto’s way could ever succeed: Magneto would never succeed in ruling humanity, as there is no point in ruling that which loathes mutantkind. Xavier would never succeed, as helping humanity, a beast which fears mutants, is a supreme act of cowardice and futility. As Onslaught grew more and more powerful, only one man still stood in his way:
Charles Xavier himself.
Charles tries furiously to combat Onslaught, even though Onslaught has stripped him of his telepathic powers. Xavier insists that Onslaught is not unstoppable. Onslaught mocks Xavier, and tells him that all that is in Onslaught is in Xavier. Xavier replies that there is one important thing missing: one shred of humanity. This will be Onslaught’s downfall. Onslaught, enraged, says that he has no use for any of humanity. A powerful blast hits Onslaught by surprise, and Rogue quickly grabs Xavier and pulls him away from Onslaught. Cyclops and the team of X-Men arrive, along with Joseph. Cyclops tells everyone to prepare to hit Onslaught with everything. Joseph tells Magneto that the onslaught is now over. Onslaught reminds him that his magnetic powers are also a part of him, and he can use them to uproot everyone from the ground. Xavier looks on as the X-Men struggle valiantly, but realizes that the fight is probably futile. This fact comes true, as with one powerful blow, Onslaught sends all of the X-Men flying. The park falls silent.
Xavier looks on in despair, but he senses hope coming through the ashes, as all of the world’s greatest heroes arrive to fight back against Onslaught. The Fantastic Four, the Avengers, Hulk, Namor, and Doctor Doom arrive, and help the X-Men to their feet. Mr. Fantastic tells everyone that this group is Earth’s last line of defense. If they lose, they all go out together. Onslaught reacts, blasting Joseph to the ground. Xavier cries out at his old friend, and crawls toward his fallen body as the team of heroes attack. Joseph asks why, to which Xavier replies that Joseph is here because of him. Joseph says that he remembers that Onslaught is as much a part of him as it is Xavier, and says that though he doesn’t remember much anymore, he feels safe in knowing he could never have a finer ally.
Onslaught cries that there will be no surrender. He will take no prisoners. Those he needs, he already has. Within Onslaught, Franklin Richards, the most powerful mutant in the world with his matter-warping ability, and Nate Grey, the world’s most powerful psi, are bonded to the beast. X-Man panics, knowing that everything is coming true, and there’s nothing he can do to help. Franklin begs for his Unca Benjy to fight back against Onslaught. Nate says that the world he came from, the world where Apocalypse sent Earth to ruin, is a world that Onslaught admires. Onslaught is now using their mutant powers to make the world just like Apocalypse’s, or even worse. Franklin says that Mr. Xavier said to fight back against Onslaught, but he couldn’t. Now, the two of them are together, so maybe they should try again.
In the battle, Iron Man and Captain America fall back to regroup and collect the fallen. Iron Man tells Cyclops that the Avengers are shielded by psi-scramblers, and asks if the X-Men are protected. Cyclops tells him that there are now few enough of them that Jean and Cable can protect them. It doesn’t seem to matter, though, as Onslaught has erected a barrier around his citadel to protect him. Falcon cries out that the ground is shaking, but Bishop says that the ground isn’t the problem, and they all look up to see a second sun above, far too close to Earth. Invisible Woman cries that it will melt the Earth, but Giant Man says that the gravity will kill everyone long before then. Cyclops tells Thor, Storm, and Crystal to try to contain the gravitational upheaval and keep everyone alive while the rest attack Onslaught for the last time.
Inside Onslaught, Nate Grey is freaking out about his situation. He compliments Franklin on his bravery, and Franklin says that he just wants to be with his mommy again. Franklin asks Nate if it’s true that the two of them can do almost anything. Nate says yes, and Franklin says that if that’s true, then they should be able to get out. Nate sighs it wasn’t exactly the super-strategy he was hoping for, but that maybe there is some truth to it. Maybe, with a little help, they can do it.
Outside, Cable focuses with his powers and relates that he’s found the kids. He cries out in pain, and reveals to Joseph that the techno-organic virus in his system threatens to take over his body if he doesn’t stay focused. Cable states that he can tether Franklin and Nate psionically and allow them to escape once Onslaught is defeated, but only with help. Xavier regrets that he won’t be able to help, since Onslaught has wiped away his powers. Cable says that he is able to go into Joseph’s brain and use the power of magnetism to break down the electro-chemical barriers in Xavier’s brain. Xavier forbids it as it is too dangerous, but Joseph insists, as even though it puts him at risk, he has decided that though his past sins are infinite in number, he will pay them back one life at a time if he has to.
Doctor Doom chides Rogue and Vision, claiming that he is so often forced to save the heroes from themselves. As ever, the genius of Victor von Doom will be their only salvation. Doom explains that Onslaught is using most of his energy to keep his barrier up, and that they can only destroy the field by distracting Onslaught. Rogue asks why they should trust him. Doom says that he has no interest in betraying everyone only to rule a planet of cinder and ash in the future. Only Rogue and Vision have the ability to distract Onslaught now. Gambit asks Black Panther if Doom really knows the X-Men. Panther replies that he would be surprised how much Doom knows.
On the streets of New York, many New Yorkers look at the burning second sun as the sky turns red, wondering if this is the end. Foggy Nelson, Karen Page, J. Jonah Jameson, Robbie Robertson, and Jarvis all look at the sky, helpless.
The heroes do not argue further with Doom. Vision uses his density changing ability to merge with Rogue, dampening her absorption powers and making her stronger. Wolverine managed to make a small dent in the field with his berserker rage, and Giant Man and Namor hold the rift open long enough for Rogue and Vision to fly at Onslaught. Unfortunately, they bounce right off Onslaught, as Onslaught mocks their lack of physical strength. Reed Richards is stunned at the inability of that blow to hurt Onslaught. Vision is severely damaged as a result, and Scarlet Witch tries to hold him together as Gambit tends to Rogue. Captain America tells everyone to get ready, as Doom’s plan worked well enough to get Onslaught to drop the barrier.
Hulk tells Jean that he can take Onslaught down, but first, he needs Jean to go inside his head and shut off Banner. Jean says that she can’t take away his humanity, but Banner says that the only way for Hulk to become strong enough is to take away his control. Jean reaches inside his mind and shuts it down, asking about Betty. Hulk asks Jean to leave that alone. Hulk screams in pain, and Jean says that she didn’t say it wouldn’t be painful. Hulk goes silent, and Jean asks if Banner is still there. Hulk mutters that Banner is puny. “Hulk is the strongest there is!” Hulk fires a fierce blow at Onslaught, knocking him back. Hulk screams in rage at Onslaught, and beats him down. The heroes rush forward, as Hulk has him on the ropes.
Reed and Susan Richards talk privately as everyone else joins the battle. Susan suggests that this may be the final battle, the fight that all their lives have been leading up to. Reed tells her to look at the trail of masks and mutants that followed the trail they blazed, and says that for the first time in his life, he doesn’t know what will happen.
As Hulk continues to beat Onslaught, a whirlwind of psionic energy begins to blow the heroes back, but they struggle forward, pooling their powers, as Joseph uses his power to keep Iron Man moving forward. They ignore rivalries, as Quicksilver helps Vision to his feet. They rekindle old feelings, as Human Torch pulls Crystal from harm.
Nothing would stand in the path of the heroes. They were comforted only by the knowledge that there would be no better way to go than beside old friends.
The ground shakes as Hulk continues to pound Onslaught. Finally, Onslaught cries out that Hulk cannot win. Judgement has been passed, and no one is worthy. No one will survive the coming of Onslaught. Onslaught hammers Hulk back, knocking him down. Onslaught bears down on the fallen giant, telling him that he despises humans for their prejudice and hypocrisy. He loathes mutants for their cowardly attempts to be accepted rather than to rule. Onslaught asks if he has forgotten anyone. Hulk replies.
“Just Hulk... Makes… him mad… the madder… Hulk gets… the stronger Hulk gets…. And Hulk… is… ANGRY!”
Hulk hits Onslaught with a blow powerful enough to shatter his psionic armor. On the streets of New York, a sound comparable to a nuclear blast hits, and everyone panics. They look, and see that Onslaught’s armor has been crushed. Also, they see the fallen Hulk, and underneath Hulk, an unconscious Bruce Banner. Banner struggles to gain his equilibrium. The heroes claim victory.
However, above the fallen Hulk, a vast cyclone of energy appears, and claims that it is Onslaught, and is no longer a physical creature that can be bludgeoned into submission.
“I am thought itself! I am perception! Perception is reality… and reality rejects you!”
Reed Richards says that Onslaught has been playing them for fools all along. Onslaught had been evolving the entire time, and this is his true and final form. Richards says that since they can no longer touch Onslaught, they can’t fight him. Thor says that if they need a vessel for Onslaught, then he volunteers. Thor warns everyone to show him no mercy once he absorbs Onslaught, and dives into the energy field. Thor screams in pain, and disappears from sight. Reed says that Thor is being torn apart, and won’t be able to contain Onslaught alone. Thing and Human Torch follow Thor, and dive into the field while Susan screams for them to stop. Onslaught screams his final gasp:
“What are you miserable parasites doing? You’re draining me….”
Giant Man says that they need more mass to contain Onslaught, so he is going in. He apologizes to Wasp for all he’s put her through, and says that everything he’s ever done without her has been a big mistake. The Avengers, led by Captain America, storm into the energy field, further weakening Onslaught. Henry tells Wasp that this transformation will be a new one, and possibly his last, but hopefully, the loneliness will have finally meant something. Wasp tells Hank to slow down so she can catch up with him. Hank tells Jan that he’s always loved her, even through the bad times. Jan says that she does too, and they dive into the field.
Mr. Fantastic says that Thor’s idea is working, but they still need more mass. He tells Iron Man to be ready, but Iron Man asks if anyone has seen Doom.
Inside Onslaught, Nate and Franklin are freed from the energy. Nate hears Xavier’s voice telling them to take his hand. Nate refuses, telling him that he’s sick of being on the run because of maniacs like him, mutants that are out of control. Xavier tells Nate to take his hand and find the world that will accept him.
Outside, Wolverine, Crystal, and Quicksilver all attempt to breach the energy field, but Reed warns them to get back. He noticed that Onslaught’s energy grew when Rogue hit Onslaught, so mutant bodies may cause him to grow stronger again. Quicksilver says that he is disappointed that he cannot join his teammates in sacrifice, but is relieved that Crystal will be spared. Crystal, in tears, tells Pietro that he still doesn’t listen: Reed didn’t say anything about Inhumans. Crystal blows Quicksilver back with her elemental powers, and rushes into Onslaught as Quicksilver is held back by Wolverine.
Away from the battle, Doom mutters about the raw power that is crackling through the air, and hopefully, he can use his absorption module to turn this day to his advantage. Before he can do so, an arrow pierces through the device, destroying it. Hawkeye and Iron Man have returned to collect Doom. Iron Man tells Doom that he doesn’t expect him to know what is going on, as it will be a new idea to him called “sacrifice.” The three of them fly into Onslaught’s energy field.
Reed and Sue Richards take a look around and see that everyone has now joined with Onslaught except for the X-Men and themselves. They were the first, and now the last. Reed checks that Cyclops knows that the X-Men have to hit Onslaught with everything once again once the remaining Fantastic Four are in order to blast Onslaught out of existence. Reed takes Sue’s hand, and they dive into the field together.
As the heroes have all sacrificed themselves, Cyclops shouts at the X-Men to attack at once. All of them respond, hitting the Onslaught energy field with every type of energy they have, their hearts filled with sorrow and rage. As they do, one last body stirs, the body of Dr. Bruce Banner. He looks around him, and helps out in the only way he can: by jumping into the energy field.
The fight continued, with the roar of power surging louder and louder, until finally, a deafening blast occurred, and Onslaught was no more.
As Onslaught vanishes, Nate tells Franklin to use his powers as much as he can to create an exit from Onslaught, and they escape into Xavier’s waiting hands. Franklin grasps for his mother’s arms one last time, and everything comes to an end.
“In that moment, time and space froze. Reality warped. And, perhaps, hope was reborn. But as their salvation was secured above, human witnesses gaped in horror at the hell below, and passed a terrible and vicious judgment against those they would hold forever responsible for the tragedy of a world without heroes.”
Everything settles, as the X-Men collect themselves and help Franklin and Nate recover. Franklin asks Xavier where his mom and dad and Uncle Ben and Johnny went. Xavier can only reply that they gave the noblest sacrifice of all so that the world might live. Franklin asks Xavier when they’ll be back, and Xavier assures him that they will all be together again someday. He tells Franklin to always hold them in his heart so that they can always be with him.
X-Man takes Xavier for a flight over Manhattan, so Xavier can see first hand all that has happened and all that mutants will be blamed for in the coming months. He understands that the people who watched the battle saw the X-Men turn against their comrades, and won’t be able to explain why. Nate comments that the heroes were magnificent. Xavier asks if Nate knew any heroes in his world. Nate says that there weren’t any at all. Maybe if there had been, though, his world would have been a better place.
“God knows they made a difference here.”
Uatu finishes his story, and Apocalypse has been listening intently. Apocalypse says that the story is touching – a story of the fittest surviving, and his favourite kind. He says that Uatu was correct when he said that this hour was the end of his age of wonder, as another age is dawning – the Age of Apocalypse. Apocalypse says that now, with the arena cleared of heroes and defenders, the age will be upon us soon.
Perhaps. Or perhaps a different day is at hand, Apocalypse. A day of new possibilities… of heroes rediscovered and heroes reborn. The champions of Earth are but mortal men. Their passing, however tragic, is inevitable… but their legacy will endure, so long as their memory is not forgotten.