Ultimate X-Men #91

Issue Date: 
April 2008
Story Title: 
Apocalypse- part 2

Robert Kirkman (writer), Salvador Larroca (penciler/inker), Joe Caramagna (letterer), Stephane Peru (colorist), Brad Johansen (producer), Lauren Sankovitch (assistant editor), Bill Rosemann (editor), Ralph Macchio (senior editor), Joe Quesada (editor in chief), Dan Buckley (publisher), Salvador Larroca & Paco Roca (cover)

Brief Description: 

The X-Men regroup after the death of two of their teammates and take the fight to “Sinister” on the streets of New York. Wolverine’s the first to go in and he gets his butt handed to him by Apocalypse. Wolverine doesn’t give up and loses his arm for his troubles. The rest of the X-Men take a shot at Apocalypse, but can’t even make a dent. Nightcrawler and the Morlocks arrive on the scene and join in. Apocalypse is semi-overwhelmed so he resorts to his ability to control mutants. The X-Men and Morlocks turn on each other. Nearby, Shadowcat also falls under Apocalypse’s influence and starts fighting Spider-Man. Also not far away, the Fantastic Four see the destruction and head to investigate. Their jet comes under attack by Cyclops and his crew. After the FF land they battle, Cyclops explaining they’re not in control of themselves. Back at the main event, S.H.I.E.L.D. turns up and they throw everything they have at Apocalypse. He shrugs it off emerging from the torrent of destruction with new armor. All seems to get worse when two more armored individuals arrive on the scene.

Full Summary: 

New York City

Bullets ricochet off Apocalypse’s back. He barely notices, but it does irritate him. He grabs a nearby car and hoists it over his head, turning to face the police officers firing at him. Apocalypse tells the men their existence is meaningless. He hurls the car, sandwiching New York’s finest between the vehicle and a storefront.
Morlock Tunnels

The X-Men stand over their dead teammates, Bishop and Angel, in complete shock. Wolverine grits his teeth, telling everyone they don’t have time to grieve and they have to go after Sinister. Dazz, cradling Angel and looking hysterical, argues they can’t leave their bodies behind. She refuses to go.
Wolverine strides over to her, pops his claws and tells Dazzler she doesn’t have a choice in the matter, and if she wants to take Angel with her he’ll cut him up into pieces so it’s easier. Wolverine is immediately blasted into the ceiling courtesy of a powerful light blast. He thuds back onto the floor and gets up holding his side.
Wolverine takes a different approach and tries reasoning with Dazzler. He tells her they need to go after Sinister, he’s the one who killed Angel and they need to stop him. He tells Dazz to use that bottled up anger and put it to good use and save some lives.
Dazzler can’t look him in the face, but the tears start flowing signaling she knows it’s the right thing to do. Wolverine puts a reassuring hand on her shoulder and asks what Angel would want her to do. Dazz wipes her cheeks and says, “He’d want me to kick this guy’s ass.” Wolverine replies, “Then let’s go kick some ass.”
New York City

It looks like Armageddon topside. Apocalypse strolls through the streets with cars overturned and/or on fire and everyone running away in a panic, everyone that is except for six well-trained mutants. The X-Men arrive and are surprised to see “Sinister” looking so different.
Wolverine attacks first leaping headlong, claws extended. He draws blood, slicing across Apocalypse’s arm. He follows that with an abdomen strike that damages Apocalypse’s armor. Apocalypse mocks the feral mutant’s bravado, explaining he can reach out and control Wolverine’s mutant genes if he wants to. Wolverine doesn’t believe him pointing out “Sinister’s” just a scared, pathetic man who kills people so his life doesn’t feel meaningless. Apoc leers at Wolvie and explains Sinister is gone and only Apocalypse remains.
Apocalypse tells Wolverine he will steal his mutant healing factor from him and he will be remembered as the first to fall underneath Apocalypse’s heel. He decks Wolverine, sending him flying backward, seeming not to even notice as Pyro and Dazzler’s attacks hit him from behind.
Wolverine isn’t finished. He leaps and jams a handful of claws into Apoc’s neck. Apocalypse merely jerks his neck, severing Wolverine’s arm at the shoulder. He tosses Wolverine aside like a piece of garbage.
Psylocke tries getting a read on the big guy, but can’t. Wolverine gets back up, clutching his bleeding shoulder. He stands in front of the hulking villain and asks if he’s had enough. Apocalypse says his slumber is over and now it’s time to complete his conquest of the world. He yanks Wolverine’s severed arm out of his neck and throws it at him, knocking him down once more.
Beast joins the fray, delivering an acrobatic kick into Apoc’s side and knocking him over. Beast asks what he wants. Apocalypse grabs him and throws him into Storm explaining he wants everything.
A chorus of “Bamf”s fills the air. Apocalypse is curious as to their derivation. He turns around and finds Nightcrawler and his Morlocks charging him. Nightcrawler leads the group and tells his friends to attack.
With the Morlocks pressing the attack the X-Men regroup for a combined assault. Nightcrawler is knocked aside by Apocalypse’s mighty arm and crashes into the wall landing next to the semi-conscious Wolverine. Nightcrawler gets up and checks on him. Wolverine tells him not to worry about it. Nightcrawler can’t help but stare at the giant pool of blood and insists they get him to a hospital.
Back at the main event, Callisto’s tentacles have Apocalypse wrapped up. He doesn’t seem bothered and offers to take her mutant gift… and her life. Storm delivers a powerful bolt of lightning sending everyone, including Callisto, off the formidable foe. She orders Pyro to let loose and he obliges. Caliban moves in and starts pounding away as Apocalypse falls to his knees. He lets out a small laugh and then turns the tide of the battle decidedly in his favor.
All of a sudden, X-Man turns on X-Man, Morlock turns on Morlock. Apocalypse bellows they’ve seen only a fraction of his power, that he can drive their mutant genes and work his way into their minds and take control. He tells them they’re all his puppets, including any mutant they’ve ever been in contract with. He proclaims once more the world is his.
Central Park West

Spider-Man and Shadowcat are heading downtown when out of nowhere Kitty punches him in the face. She apologizes and explains she can’t help it. Spider-Man lands on the city streets and then slings back into the air. Shadowcat phases through him and then knees him in the face, becoming tangible at just the right moment.
Baxter Building

The Fantastic Four stand atop the Baxter Building staring at the plume of smoke rising above the city. Johnny asks Reed what he thinks it might be. Susan tells him it doesn’t matter and they need to go investigate. Thing asks if she thinks her dad will let them go and presumes the Ultimates will take care of it. Sue says they’re probably busy making another sex tape and asks when they’ve ever made it a habit to ask her father to go anywhere.
Shortly after, they take off in their jet. As they approach the site Reed gets a reading of an incoming bogey, coming in fast. He yells for everyone to brace for impact and tells Sue to erect a shield. Sure enough it’s a direct hit, completing destroying their ship. The Fantastic Four float toward the ground, safe in Sue’s invisible bubble.
Upon landing the Fantastic Four look upward and see members of Xavier’s school heading straight for them. Cyclops tells them to run, that they can’t control themselves. Thing takes an optic blast and while the Human Torch is tackled by Iceman. Invisible Woman gets on the offensive, hitting Jean with a shield and knocking her down. She asks Jean who’s controlling them. Jean explains they don’t know.
Back at the main showdown, Apocalypse stands in defiance as S.H.I.E.L.D. finally arrives in full force. He tells them their actions are futile as all who oppose him will die. Director Carol Danvers is nonplussed by his boasting and tells all agents to concentrate fire on the big blue guy.
The full fury of S.H.I.E.L.D. armament rains down upon Apocalypse. The building under which Apocalypse was standing begins to fall down in the aftermath. Amid the cloud of dust and debris a shadowed figure walks out. Apocalypse is unfazed, but very angry. He calls them all fools, explaining every attempt to destroy him only makes him stronger. As the field of vision clears, Apocalypse stands, arms outstretched in new red and grey metal armor.
Nearby, the Fantastic Four continue the fight against Xavier’s children. Thing has Iceman unconscious under his arm while Reed dodges yet another optic blast. Toad hops out of the way of Johnny’s fire blast, begging him not to burn him. Sue has Jean busy inside a bubble.
Jean spots the figure of Apocalypse on the not so distant horizon. She wonders aloud if he’s the guy controlling them. Her eyes light up with a yellow fire as she wonders how they’ll be able to fight him. She’s suddenly blasted free from Sue’s bubble, the latter getting knocked off her feet. She wonders how that happened and then spots two more figures in battle gear entering the scene. “He’s not alone!” she proclaims.

Characters Involved: 

Angel, Beast, Bishop, Dazzler, Pyro, Psylocke, Storm, Wolverine (all X-Men)

Cyclops, Iceman, Marvel Girl, Rogue, Toad (all Xavier Institute faculty)



Professor Charles Xavier
Human Torch, Invisible Girl, Mister Fantastic, Thing (all Fantastic Four)

Caliban, Callisto, Nightcrawler, Sunder, three unidentified (all Morlocks)
Carol Danvers (S.H.I.E.L.D. Director)


Story Notes: 

Angel and Bishop were killed last issue, the latter courtesy of Wolverine.
Sinister transformed into Apocalypse after killing Angel, brought about by his killing of ten innocent mutant souls. Angel was obviously the 10th.
A sex tape featuring Tony Stark was released and featured in Ultimates (vol. 3) #1.
The yellow fire in Jean’s eyes is a hint of the Phoenix Force trapped within her.

Issue Information: 
Written By: