The X-Factor team is instantaneously transported to a strange place. Caliban immediately senses the presence of other mutants, the three Horsemen whom they’ve faced before, and one other. Scott tells Jean to throw up a telekinetic shield.
Iceman reminds the group of the last time they faced the Horsemen. Henry was in a battle with Pestilence and was almost killed. Although he survived, his body underwent a transformation. Anytime Beast physically exerts himself he gains strength, but loses intelligence. Bobby tells Hank to stay out of the way if a fight breaks out. Hank tells Bobby that he won’t stand idly by when the Horsemen resurface. To show his anger he rips off a piece of side-panel and throws it across the room.
Cyclops yells out to the Horsemen, asking them why they’ve brought them there. Cyke threatens to tear the place apart if they don’t show themselves. To prove his point he unleashes an optic blast at some nearby pipes.
A voice calls out from behind. It’s Apocalypse! He welcomes X-Factor to his ship, which he tells them is cloaked in invisibility, hovering above the Earth. He informs them that any attempt at escape is futile. Apocalypse continues, explaining to X-Factor that ever since their first encounter he’s been watching them. He mocks their dreams of peace and produces a holographic image of Professor X. Cyclops wonders aloud how Apocalypse could have learned about him.
However, there’s not much time to think for the stalwart leader, as plan 383 is initiated. Iceman fires a barrage of ice at Apocalypse, but Big Blue manages to maneuver out of harms way. Cyke fires an optic blast, but he too misses. Apocalypse then stretches out his arms and grabs Beast in mid-air. He flings him towards his teammates and knocks them all over like bowling pins.
Apocalypse takes the opportunity to explain his history to his fellow mutants. He places some images on the screen behind him. He tells them that he’s been around for as long as man has existed. He explains that wherever there was cruelty and death, he was worshiped. He tested men to see if they were fit to survive. In Egypt he was called Set, the god of death, storm and famine. In Persia he was Sauru, prince of demons and lord of anarchy and tyranny. The Aztecs called him Huitzilopochtli, god of war and sacrifice. In India he was Kali-Ma, the black mother. Always he brought growth, judgment, destruction. And he will again.
Apocalypse stops speaking of the past and talks about the present. He informs X-Factor that by pretending to be mutant hunters, they’ve actually served his purpose. Through their actions, the fear of humans and the hatred of mutants has inclined. The team stands there shocked, informing Apocalypse that they had no idea what their actions would do, how they were betrayed.
Apocalypse picks up on the word "betrayed" and reminds them of what happened to their teammate Warren Worthington III. How he was betrayed by a human friend, and later lost his wings, and had his fortune stolen by the Right. How Worthington’s ruin was caused by them, in their blindness to the humans’ hatred. Apocalypse offers them a chance to join his cause.
Of course X-Factor refuses and immediately goes to attack. Apocalypse teleports behind them, where only Caliban remains. Caliban tells Apocalypse that he wants vengeance on those who killed his people, the Morlocks. Apocalypse tells him to join him. A door behind Apocalypse opens, and his three Horsemen appear. They’re riding their mechanical steeds. Apocalypse opens another door, giving them access to the city outside. He orders his Horsemen to destroy Manhattan.
Cyclops won’t allow it and blasts away at Famine’s steed. Beast hops up onto the platform and bashes into Pestilence and War. Apocalypse laughs as X-Factor and his Horsemen test each other.
War sends a thunderclap towards Cyclops, which nearly takes off his head. Jean tells Scott to keep War distracted. Scott asks War why he wants to attack defenseless humans, after all they all came from humans. War tells him that he was a soldier once, and was paralyzed. He was forgotten about until Apocalypse came along and gave him power and made him War. He’s about to toss another thunderclap at Cyke, when Jean tells her lover to get out of the way. She hurls a bunch of debris at War knocking him down. One of the pieces of debris goes awry and clocks Caliban in the head. Cyke then blasts the wall behind Kieros, which collapses all around him.
Famine approaches Iceman and uses her powers against him. He becomes increasingly thinner and blindly runs away from her. He falls off the edge of the platform a couple stories to the ground. Lying there, Iceman removes the belt that was inhibiting his powers. Famine continues her chase after him, only to be met with an icy blast. She and her steed topple over onto the ground. Iceman, satisfied with her defeat, reattaches the belt.
Nearby, Beast faces off against Pestilence. Their last match together resulted in Henry’s current condition. Hank mentions how he was pumped full of drugs shortly before Pestilence touched him. Apocalypse surmises that the drugs, along with Pestilence’s touch, must have over-activated his immune system and that his current state is a result of his body trying to fight off Pestilence’s plague.
She leaps at Beast and he jumps away into the air. He grabs onto a huge metal bar and manages to snap it in half. Pestilence mocks his act of strength as it only brings his brain closer to shutting down. Hank spins around quickly and whams her with the bar. Pestilence goes down for the count.
Apocalypse offers Hank a chance to go back to the way he was. All that he asks is for Henry’s allegiance. Hank rebuffs his offer. Apocalypse tells them that the side they fight for is no greater. He reminds Scott of how his wife and son were killed, supposedly by humans. He tells them that humans don’t want peace, only destruction.
A door opens behind En Sabah and a shadowy figure emerges. Apocalypse says that he will give the humans "Death". The figure comes out from the shadows and spreads its metallic wings. Cyclops is shocked at the resemblance of Death to their deceased friend and teammate, Angel. Death removes his mask and tells Cyclops that their Angel was flawed. In complete and utter shock, X-Factor realizes that Death is actually Angel, horribly changed and now displaying light-blue skin. They plead with Warren to find out what’s going on. He takes to the air, telling them how much he despises humans. They took away his wealth, beauty, name, pride, and even his wings.
Death comes swooping around and lays down a volley of razors from his wings. He slices up his teammates, paralyzing them (the „feathers" are laced with synapse disruptors). Only Jean is left standing. She pleads with Warren to remember the past, to remember Xavier’s teachings. He seems to ponder it a moment, but then lets loose some more blades and takes her out too.
A bit later, Beast, Iceman, Cyclops and Marvel Girl are all strapped up on tables. Apocalypse gives them one more chance to change sides and join him. Cyke tells him to forget it. Apocalypse tells him that they will join him, sooner or later. Off to the side, Jean continues to try and snap Warren out of it. She asks him to help them stop Apocalypse. He pays her no heed. He asks Apocalypse for his mask and puts it on. Warren and the rest of Apocalypse’s Horsemen prepare to invade the city.
Apocalypse inspires his troops with some anti-human sentiments. No longer will the humans fear them, but hate them. After the hatred, humans and mutants will be enemies and only the strong will survive. He sends them off, and off they go. Warren leads the pack.
Back inside, Caliban sneaks out from around a corner and approaches Cyclops. Cyke tells Cal to pull the latches and free them before Apocalypse notices. Caliban mentions that he is the weakest among them and that Death was able to defeat them all so easily. Cyke tells him that Death was their friend and they weren’t really sure how to act. He again tells Cal to free them. Instead, the Morlock apologizes to Scott and heads over to Apocalypse. He bows down before him and asks Apocalypse to do to him what he did to Angel. Apocalypse tells him that he can enhance his powers and make him equal to Death. Caliban tells him that if he does so, he will serve him as his hellhound. Needless to say, X-Factor is not pleased.