Beneath the sands of Egypt, Apocalypse is in a secret chamber with both Skrulls and Monolith cult members at his side. He assures the sect worshipers that they have done right by preparing the Living Monolith for him and his grand plans. Apocalypse views the X-Men coming on a green screen. They are arriving in two different jets. He states that the Twelve are coming together all according to his plan.
The X-Men land and both ships empty out. Most of the X-Men are surprised to see Magneto on board the Prof’s jet. They prepare for anything. What they get is a small earthquake. The sand starts swirling everywhere. It ends quickly and the X-Men find both of their ships buried in the sand. A horde of Skrull and cultists enter the scene with guns a blazin’. Their guns are set on disable because the remaining half of the Twelve must be captured alive and unharmed.
While Storm whirls sand at nearby enemies, Pestilence and Famine teleport in and capture her. The Professor uses a psi-attack and disables her captors who turn out to actually be Skrulls in disguise. The real Pestilence and Famine ‘port in behind Xavier and take him away. Magneto tries to stop them, but is hit in the side by an energy blast. He turns around to find Astra and Joseph on the ground nearby. He can’t believe they’re still alive and he heads in for the kill. They turn out to be Skrulls as well and teleport him away too.
Apocalypse tells one of the Skrull soldiers to summon the last of the Twelve. The Skrull starts up some machine and we see Bishop pop up out of nowhere, Apocalypse says he had him bio-tagged (probably by Deathbird) and he could have retrieved him any time. Bishop ends up on the battlefield and is confused to find himself fighting with the X-Men again. It doesn’t take long before he starts taking out some Skrulls. Gambit believes him to be another Skrull imposter. He charges up his cards and is about to attack him when Storm stops him. Before they can discuss the issue, Cannonball and Generation X show up. Storm doesn’t know whom to trust. Bishop suggests they take action soon or they will be overrun. Beast jumps by and tells them all that the Professor equipped him with some gas that can render any Skrull to their original form. He starts to release the gas.
On the other side of the battlefield, Fiz, Marrow, Rogue and Colossus are severely outnumbered. Polaris is up in the air dismantling the Skrulls weapons magnetically. She sees Havok’s energy signature and finds him in a hole in the ground, looking weary. Lorna heads over to him all excited. Cyke tries to stop her, but she’s not listening. Jean tries to grab her, but instead is pulled into the teleportation with Polaris. In anger, Cyclops lets out a wide range optic blast that levels everyone around him.
Underground, Apocalypse orders the rest of the Twelve be captured immediately before their energies are depleted. We see in front of Apocalypse all of the captured Twelve inside these green orbs, which neutralize their powers, but allow Apocalypse to channel their energies into the Monolith. The Monolith is a human conduit who can process any energy. Apocalypse tells them that soon they will all know his plans.
Above ground, Cyclops is still going nuts trying to find out where Jean is. Nearby, Colossus falls down after being hit by a stray optic blast. Cyke runs over to check on him. From behind, the real Colossus yells to him, but by then it’s too late. The Skrull teleports him away.
On the other side of the battlefield, the gas still hasn’t done anything. Deathbird comes flying over and fires at Storm. Bishop leaps at her. Behind Storm, Cannonball reverts to his true form, Skrull. He grabs Storm and teleports her away. Now the Gen X team starts shooting at the remaining X-Men. Deathbird puts Bishop in a hold and ‘ports him away. Now that all of the Twelve have been captured, the enemy set their weapons to kill. Colossus, Rogue, Gambit, Beast, Marrow and Fiz fight for their lives.
In Apocalypse’s chamber, he orders his Horsemen to leave. He proclaims the Age of Apocalypse will begin. The Twelve mutants will bring him to godhood. The Monolith is the core, as the primal Earth, which is the foundation. Magneto and Polaris are opposing magnetic poles, which control the energies he’s using. Iceman, Storm and Sunfire are the elemental extremes. Cyclops, Phoenix and Cable, all related are much stronger as a whole than as a sum of their parts. Bishop and Mikhail control the powers of time and space. Finally, Xavier represents the power of pure thought. All their powers will flow into and through Apocalypse. Nate Grey will serve as his new body, capable of holding these massive powers within.
At the Xavier Institute for Higher Learning, the remaining X-Men: Archangel, Wolverine, Psylocke, Nightcrawler, Shadowcat and Jubilee receive some disturbing news from Moira. Someone has been accessing and downloading copies of the Cerebro mainframe systems and the Xavier protocols. Even though the Professor dumped those files when Bastion got a hold of them, the mystery hacker is still able to retrieve them. Kitty says she’s traced the source, 20 miles east of their location. Wolverine says they should be in Egypt, but reluctantly admits that they’re going to have to check this out first. The team leaves.