A young doctor makes the mistake of trying to keep Wolverine in the hospital. Despite his grave wounds the one armed mutant brandishes his claws in the MD’s face and tells him he’s going to put an end to the fight that’s filling his hospital with patients.
New York City
The new combatants entering the field stare at the wanton destruction all around them. The red armored individual fears they’re too late. His friend in the silver reminds him they came to stop the battle, not prevent it.
Nearby, Jean Grey takes this all in, a bit puzzled at the two warriors. The one in the red armor notices her, calling her Jean. Jean is taken aback and asks who he is. The red armored individual projects an image of Charles Xavier above his helmet and one of Cable above the other. Jean can’t believe the Professor is alive. Xavier tells her he has the power to block Apocalypse’s psychic control.
Cable interrupts Charles to remind him they need to hurry. Xavier wants to free the rest of his students first. Cyclops and company, now back in control, head towards them. The Fantastic Four, no longer having to do battle with the X-Men, move to the frontlines to help protect the S.H.I.E.L.D. agents.
Jean demands information on what exactly is going on. Cable says he should be the one to explain. He takes off his helmet causing Cyclops to freak out when he sees who it is. Xavier tells him to calm down and let him explain.
Cable recounts his previous clash with the X-Men where they thought he had killed Professor Xavier. Instead, he actually took Charles to the future, all part of a plan that he and Bishop came up with. Cyclops is surprised to hear Bishop was working with him.
Cable continues, explaining Apocalypse believes himself to be the world’s first mutant and the reason he can control every mutant is because they’re an offshoot of his own DNA. He believes the world to be his birthright and in the future he wins.
Xavier interjects to add that he was in the future where Apocalypse had been reigning for years. Cable resumes his story. He and Bishop surmised Xavier was the only one powerful enough to stop Apocalypse, but when everything originally went down he wasn’t prepared. That’s why he and Bishop organized the whole bait and switch. The reason Bishop stayed behind was to push the late bloomers so they could provide a more powerful force against Apocalypse.
Nearby, the Fantastic Four take on Apocalypse up close and personal. Reed wraps his body around the giant mutant, applying pressure to the key points of his nervous system, but the intended effect, Apocalypse’s unconsciousness, doesn’t happen. Sue adds a force field around Apoc’s head; nevertheless the lack of oxygen doesn’t even slow him down. Johnny and Ben join the mix, the former blasting him with fire and the latter pounding on him with his fists. None of it makes a difference. The Fantastic Four combined are nothing but gnats compared to the awesome power of Apocalypse.
Cable’s story continues. He explains they knew it was Sinister who released Apocalypse and they also knew when and where. So all they had to do was prepare. Wolverine arrives at this point and, ever impatient, tells them to execute the final phase of their plan. Xavier looks at his former charges and asks if they’re well enough to fight. Cyclops tells him they don’t have the luxury to rest. And with that, they charge toward Apocalypse.
Director Danvers spots the incoming mutants and believes things are going to get worse. Then Cyclops blasts Beast in the back leaving Danvers ever curious. Cyclops explains Apocalypse has taken them over and they’re doing their best to free them. He asks her if they have any S.H.I.E.L.D. technology that would help. Danvers says she’ll see what she can do.
Nearby, Xavier tells Jean to keep everyone at bay for he has to do it alone. Jean says they’ll do everything they can. Xavier tells her to stay safe and be careful.
Apocalypse, holding a S.H.I.E.L.D. tank above his head, spots the two mutants and is puzzled that he can’t bring them under his control. He believes it to be some sort of sorcery for there’s no power great enough to resist him.
Xavier flies straight at him like an oncoming missile. He tells Apocalypse he knows what he has planned and won’t let it come to pass. Xavier nails Apoc in the midsection, knocking him to the ground. He tells Apocalypse he’s been training for a year for this moment and then places his hands around the evil one’s head.
As Xavier enters Apocalypse’s mind he sees different versions of the “eternal one.” Xavier continues his monologue, how in what would have been his original confrontation he couldn’t resist Apocalypse’s control and sacrificed himself so as not to let Apocalypse gain his power. Now, Xavier finishes, he has the power and protection to take him on. Xavier falters as he’s saying this. Apocalypse smiles and tells Xavier he’s dead.
Cable can’t believe what he’s seeing. Apocalypse is resisting Xavier’s mind control. His worry turns to anger when Apocalypse headbutts Xavier and cracks open his helmet. Cable charges and grabs Apocalypse by the legs. Cyclops decides he’s no longer going to wait by the sidelines either, but is attacked by Beast who apologizes profusely.
Xavier and Cable revert to hand to hand combat with Apocalypse. Apocalypse easily counters Xavier’s attack and swings him into Cable and then slams him into the ground, creating a cracked spidering effect. Apocalypse then grabs Cable by the neck and tosses him down the hillside. “At last—the end is here,” he says. Xavier gets back to his feet and tells Apocalypse that’s exactly what he was thinking.
Charles tries once more to get into Apocalypse’s head and fails. Apocalypse grabs his opponent’s head, but then receives a telekinetic uppercut. Charles’ helmet comes off in the process and he tries once again to get inside Apocalypse’s mind. He nearly does so this time causing Apocalypse to yell out in anguish.
Charles fails, though. Apocalypse’s eyes glow a bright red as he turns the tables and enters Charles’ mind. Apocalypse revels in Xavier’s abilities and acknowledges how much more powerful he’ll be once he takes those powers for his own. Apocalypse reaches out for him and tells him not to fear death for he’ll probably not wish to see what happens next.
Jean looks on in terror. She says out loud that she’ll do anything as long as Charles doesn’t die. The voice of the Phoenix reminds her how it told her she’d beg for her in the end.
There’s a huge explosion and the sky is suddenly filled with a bright yellow light. The visage of the Phoenix towers over Jean and screams that at last it is free. Jean stares down at Apocalypse and tells him he now faces the wrath of the Phoenix.