Two members of Apocalypse's elite army, Diablo and the Absorbing Man, are attacking Magneto as he holds Robert Kelly in his arms. Magneto has just defeated an army of Infinites in Central America who were holding Kelly prisoner in a Mayan Temple that they had turned into a prisoner of war camp. Diablo taunts Magneto as he causes vines to rise from the ground and rip Kelly from Magneto's arms. Meanwhile, the Absorbing Man turns himself into the solid stone of the Ancient Temple itself. Magneto notices this a little too late as he is knocked to the ground by Absorbing Man's ball and chain. Magneto knows that the Absorbing Man is now composed of a material he cannot control magnetically and he lies on the ground battered and bruised. Magneto decides on another approach and he concentrates to transform his fallen helmet into a metallic war club. He uses the weapon against the Absorbing Man, knocking off the right side of his head, but it just makes Crusher Creel angrier.
A few feet away, Diablo conjures up a special knife to kill Kelly, who begs him to stop, as mutants and humans should be working together to stop Apocalypse. Diablo says that the way he talks reveals him as a politician and that his naive philosophy is what has caused him all his troubles. As Diablo pushes the knife towards Kelly's heart, Nightcrawler teleports in front of Kelly and intercepts the killing strike. Surprised by the X-Man's sudden appearance, Diablo falls easy prey to one of Nightcrawler's kicks after being taunted about his ridiculous looking costume. Drawing his sword from his back holster, Nightcrawler cuts the vines that were holding Kelly and while the politician tries to thank his savior, Kurt cracks jokes about himself not being registered to vote.
Back at Magneto's battle, Creel is about to crush Magneto when Rogue comes in and touches him from behind. She absorbs his power and Creel reverts back to human flesh. Rogue knocks him out and then helps Magneto to his feet as she turns back to flesh. She chides Magneto for not, per their plan, contacting the others once he had found Kelly. Magneto explains that he did not want to put all of them in harm's way. Although he is grateful for the rescue, Kelly expresses his concerns that for as long as Apocalypse is in power, nothing will change. Nightcrawler interrupts and tells Magneto that his mother, Mystique, has contacted him and told him that the underground has located Apocalypse's base. Finally, he says, they might be able to stop him once and for all.
Elsewhere, Cyclops watches as Sunfire is being experimented on to learn the extent of his mutant powers. He thinks that the machinery used to probe the mutant is nothing more than a torture device. Death (Maximus) comes up behind Cyclops and wonders aloud if Cyclops has any disloyalty towards Apocalypse. Cyclops tells Death that he is only there to oversee a shipment from Apocalypse to his head scientist, the Black Beast. Death claims that he knows why Cyclops is there, but he will have to wait, as Apocalypse will not be seeing anyone and his shipment will be ready in a short while. As Death leaves the room, Cyclops ponders why Apocalypse is not seeing anyone.
Thousands of miles away in Kentucky are the remains of the Guthries' farmhouse. In order to kidnap the Guthrie children and use them for their purposes, Sinister and Apocalypse had laid waste to the area a couple of years before. Currently, the X-Men use the area as their base, operating from tunnels that Magneto has carved under the ground. Morph runs through the tunnels in the appearance of a large bunny, shouting, "I'm late! I'm late! For a very important date!" Morph comes to a stop in front of a door where he listens in on Sabretooth talking to Blink. Sabretooth talks to Blink about how he she was just a frightened, lost child when he rescued her from Abyss years ago. Yet something in her showed that she was a survivor, no matter what they threw at her. However, recently he noticed her retreating into herself and falling back into her old role. Sabretooth goes on that he probably was not the best role model, as he once worked together with Apocalypse's son Holocaust, though later he saw the light and has come over to the side of the angels. It is a rotten world, and they can only face it head-on. Hearing the sadness in his voice, Blink reaches out with her hand, but then pulls it back.
Outside, Morph watches, still in the shape of the bunny, and he thinks to himself how if Sabretooth would just reach out to her and tell her everything will be okay, she would open up to him. Thinking that Sabretooth needs some help, Morph bursts into the room and tries to drag Sabretooth away to Magneto's emergency briefing on their attack on Apocalypse. Creed gets angry and grabs Morph by the throat, not in the mood for his jokes. Clarice was on her way to the pit when he and Logan rescued her. Her brother and her parents died in the cullings; that's not something to make fun of. Sabretooth threatens Morph that if he does not turn back to his normal form, he will hurt him. Morph apologizes, saying that he was only trying to lighten things up. As he reverts back into his true form, Sabretooth leaves the room to go talk to Magneto.
In Magneto's War Room, Colossus, Sabretooth, Rogue, Magneto, and Nightcrawler listen as Gambit talks about how Apocalypse was almost destroyed last time they battled him and he has to spend a lot of time away recuperating. Nightcrawler goes on to say that he paid his mother for a diagram of a ship that Destiny drew of where Apocalypse is now hiding. Nightcrawler has bad news though; the ship is not hidden on Earth. Apocalypse knew a ship that big could not be hidden for long, so he hid the ship on the blue area of the Moon. With that said, Sabretooth thinks aloud that now they cannot defeat Apocalypse because they have no way to get to the moon.
Above the moon on a vessel simply called "Ship" Apocalypse recovers from his wounds behind the scenes. While Cyclops peers out of the window, looking at the devastation of an alien race's once great city, a large alien/mutant, looking like a walking brain with armor, approaches Cyclops and tells him that Death is ready to see him now. Moments later, Cyclops walks into a room where Death sits on a throne. He tells Cyclops that he does not know if he will give Sinister the Terrigen Mist like he originally planned. It has been in his family a long time, Death tells Cyclops. Seconds later, canisters fall from the ceiling and Death explains that because of the mist, which is mutagenic, he is able to turn his ordinary countrymen into extraordinary fighting machines. Death also tells Cyclops that until Apocalypse awakens from his rest, Death is in charge. Cyclops proclaims that he understands and he will do as Death wishes. Secretly, Death thinks to himself that he has now even "cowed" Cyclops.
Back on the Guthrie Farm, Blink draws pictures as Sabretooth walks into the room she is in. Sabretooth looks down at a smiling Blink and he sits next to her. Sabretooth tells her that it is hard for him to say it, but everything will be okay. He tells her that he and that "wonderful guy Morph" are all going to help stop Apocalypse, but they need her help to "blink" them to the moon. Sabretooth holds Blink in his arms as she thanks Morph for being such a kind guy and says she will help them. Surprised that he was found out, Morph transforms back to his original appearance from Sabretooth and asks how she saw through his ruse? She explains that he told on himself when he said "that wonderful guy Morph" and she tells him she will help. With that said, she blinks them from below the Guthrie Farm.
On the land of the Guthrie Farm, Magneto sits and ponders about upcoming events while Rogue comes to cheer him up. She tells him that he is a born leader and she is thankful to him for allowing her the ability for the two of them to touch each other. Rogue tells Magneto that her one hope is that, someday, she and he will get married and have a child. As Magneto and Rogue lean over to kiss one another, Morph appears between them and jokes about loving all the mushy stuff. As they question his sudden appearance, Morph points to Blink who is stepping from one of her portals. She tells them that she is so glad to see the sunlight again.
Back on Ship hovering over the Moon, Cyclops ponders if Death should be stopped. He also wonders if it was not for Apocalypse's control, if mankind would have ever traveled to space? As he comes to his conclusion that Death should be stopped, he wonders if one man will be able to stop Death?
While below Ship, the X-Men blink on the blue area's surface and are surprised to find that they are able to breathe without any masks. Magneto ponders the great mysteries all these ruins must contain while Sabretooth says he just wants to kick some butt and go home for a beer. Morph catches Blink as she falls and jokes with her, telling her she did a good job. Seeing Blink pampered angers Sabretooth and he throws Morph away from Blink. Seeing this, Blink sadly asks if Sabretooth hates her. To her surprise Sabretooth tells her nothing is farther from the truth just as he jumps in front of her in time to hide her from Death and his Inhuman soldiers.
Magneto commands his X-Men to attack only on his command and Sabretooth tells Blink to hide behind him. Surrounding Death stands horrific versions of the Inhuman's royal family that used to rule the blue area of the Moon. Death tells Magneto that he is the fourth horseman of Apocalypse and that by killing the X-Men, he will assure his succession to the throne of Apocalypse. He also explains that the Inhumans that surround him are genetic templates of his first family that he killed many years ago.
Morph jokingly appears next to death in the shape of a blue Frog and he jokes with Death about leaving Apocalypse. Death is angered by Morph's familiar tone and he knocks Morph back near where Nightcrawler stands. Death, having had enough, orders his Inhuman army to attack the X-Men. The first battle is an alien resembling Black Bolt, who attacks Sabretooth, knocking him back with his sonic scream. Nightcrawler saves him by attacking the Inhuman from behind. Unknown to him though, a green skinned Inhuman resembling Medusa attacks Nightcrawler with her hair, but Sabretooth comes to his rescue by taking her out. Though saved from death, Nightcrawler is taken out of the action.
Elsewhere, Rogue fights a large stone Inhuman and easily defeats him. Rogue, in turn, is taken out herself by an Inhuman with the power to shoot bolts resembling Crystal. Magneto comes in after Rogue and he easily defeats the bolt shooting Inhuman and a few more Inhumans that are still around. Though another Inhuman resembling Triton, with the power over water, encases Magneto in a water bubble taking even the X-Men's leader from the fight. Nearby, an Inhuman resembling Lockjaw takes out Morph and Sabretooth is sneak attacked by the Inhuman that looks most like Karnak. Taking the entire X-Men, minus Blink out, Death commands the Inhumans to take them to Ship so that he can start experimenting on them just as he did his family of Inhumans years before.
A little while later, Blink materializes on Apocalypse's Ship, hiding behind a metal pillar as she ponders how she is going to rescue her fellow X-Men. Suddenly, hands come from behind and clasp her mouth shut. A firm voice tells her to hush, as three Inhuman soldiers unknowingly walk past them. The stranger is Cyclops and after he introduces himself, Blink asks him to help her free her friends. Cyclops informs Blink that as soon as the intruder alarm was sounded earlier, Apocalypse was beamed back to Earth out of harms way. Blink exclaims that she does not care about Apocalypse right now, because all she wants to do is save her friends. Cyclops agrees to help her and the two mutants run off to help the X-Men break free.
Death stands above the captive X-Men in a chamber of Ship as Sunfire is being tortured above them. He tells the X-Men that he will bathe them in the Terrigen Mists. They will come out more hideous looking, but they will be the leaders of his new army that will march on Apocalypse and destroy him along with the rest who oppose him. With that said, Blink teleports herself and Cyclops right above Death's head. In shock, Death looks up just in enough time to see Cyclops shooting a plasma blast towards the restraints holding Sunfire, setting him free. Death, asking Cyclops if he understands what he has done in setting Sunfire free, is burned and killed by Sunfire in a matter of seconds, giving Blink enough time to transport Cyclops away from the battle. The rest of the X-Men have by now broken free of their restraints and Morph, dressed in tourist garb and carrying a suit case, asks if she would please hurry up and blink them away as well. After she completes Cyclops' transport, Blink turns to her friends and teleports them away also. For safety, Magneto wraps Sunfire in a magnetic bubble as they are transported away.
When they arrive on the Guthrie Farm, Sabretooth tells Blink she did a good job. While as the X-Men gaze towards the moon, Magneto and Rogue discuss Cyclops and whether or not he should still be called an enemy or an ally.