X-Factor’s Ship, Lower Manhattan, where Scott “Cyclops” Summers enters the kitchen, carrying his infant son, Nathan Christopher Summers, who is crying. ‘Morning’ Jean Grey a.k.a. Marvel Girl greets Cyclops. ‘Ship! Coffee, please!’ Scott exclaims. Jean holds her cup of coffee to Scott and tells him to take hers, as he looks like he needs it more than she does. ‘Arabica. Dark roast. Though with a dash of cream’ Ship announces, telling Scott what Jean‘s drink is. ‘Desperate times, Ship’ Cyclops remarks as Jean telekinetically passes him her coffee, while lifting the baby to her. ‘Poor little Christopher. Teething stinks, doesn’t it?’ Jean remarks. ‘You should know. You took the first shift. For which I’m grateful’ Scott tells Jean. ‘Ah. Peace, quiet, coffee. Marry me!’ Scott remarks.
‘Scott…you promised you wouldn’t -’ Jean declares. ‘Sorry. Tired. Joking. Wasn’t -’ Scott begins, before telling himself that he wasn’t thinking. He reminds himself that Jean is haunted by the memories she absorbed from the Phoenix and from Madelyne. ‘Her clone - my demon-haunted dead wife, the Goblin Queen, the mother of my son. Until she comes to terms with that - God, what a mess!’ Scott tells himself. ‘Some joke. A guy would have to be nuts to marry a woman with a crowd of villains inside her head’ Jean declares while she holds the baby. Changing the subject, she asks where everybody else is.
As if one cue, ‘What - where?’ Scott exclaims as their long time friends and teammates - Warren “Archangel” Worthington, Bobby “Iceman” Drake and Hank “Beast” McCoy enter the kitchen. Once the five were the original Children of the Atom - the very first X-Men. Now they are the heroic X-Factor. ‘Promised to fly Charlotte’s son to school!’ Warren exclaims mid-flight. ‘Ship - open up!’ Iceman exclaims on an ice-sled as he slides through the kitchen, declaring that he is meeting Opal over in Jersey, and that her mom is making pancakes.
‘Cool new costumes, Ship! Thanks!’ Bobby exclaims, while Hank tells him to watch it, as he slides on Bobby’s ice-sled. ‘Trish’s plane gets into Newark in an hour. Be nice to make it there in one piece!’ Hank exclaims, but Bobby tells him to chill. ‘The Iceman express is up and rolling!’. ‘No way we’ll let her jerk of an ex-husband lure her back without a fight!‘ Iceman declares, when suddenly, he crashes into the door which leads out of Ship. ‘Bobby! Wait!’ Ship exclaims. ‘Why didn’t you open the door?’ Bobby asks. ‘Ship?’ Archangel asks. Ship replies that it was a minor malfunction, explaining that since his interlude with the Celestials, several large programs have been running constantly - ones he can neither access nor control, and which occasionally interfere with standard operations. ‘Cyclops, would you -?’ Ship asks, to which Scott obliges by blasting the door open with an optic blast, revealing the way to the corridor which leads outside. ‘Ahem! I do apologize!’ Ship exclaims.
Moments later, Archangel has taken flight out of Ship, while Bobby slides along on his ice-sled, and the Beast bounds along behind him. ‘Don’t sweat it, Ship. You were originally a monitoring device for those supposed ancient space gods, after all. I guess they just reactivated that function!’ Bobby exclaims, to which the Beast asks Ship if he has any idea what kind of information those Celestial behemoths have him gathering. ‘It concerns people, mutants specifically, or so I believe’ Ship replies. Archangel points out that Ship has monitored human development since the Celestials placed him here, and tells him to try not to worry, before telling his teammates that he will catch them later, as he flies off in another direction.
Down below, in an alleyway, one of X-Factor’s former charges, the Morlock known as Caliban - now Apocalypse’s lackey - has overheard X-Factor’s conversation, and thinks to himself that, soon, there will be one less mutant for that alien artifact to study. ‘Sabretooth is in the tunnels below Manhattan. Stalking and killing the few Morlocks who remain. Those Morlocks are weak…as Caliban was once weak. But Caliban’s master has made him strong!’ Caliban thinks to himself, before ripping a grate out of the ground, while reminding himself that he has slain the other Marauders who slaughtered the Morlocks, and now only Sabretooth remains.
‘Caliban knows, Apocalypse, that you are watching him. For now, he seeks the revenge he was promised’. Caliban drops down into the tunnel, landing on a train which speeds through the tunnel, Caliban assures Apocalypse that he remains his faithful Hellhound, and will return to his side - when Sabretooth it dead!
At that moment, beneath the Himalayas, Apocalypse stands amongst his monitors and computers, and remarks that his Hellhound shows promise. ‘For you had the courage to break away from me, the loyalty to avenge the deaths of your people…and the intelligence to realize that you escaped only because I allowed it!’ The deadly Apocalypse remarks that Caliban cannot understand, as he does, the importance of what has transpired. ‘X-Factor’s Ship has landed upright…once again a monolith, as it was when I discovered it millennia ago’. Apocalypse shifts his form so that he has wings to help guide him down to another part of his chamber, as he recalls how he invaded the artifact, plundered its technology and enslaved it when it acquired sentience, so he used it as one of his headquarters - until X-Factor took it from him and freed it. ‘None of us knew that this would awaken the interest of the Celestials…long before the Fifth Host was due to arrive and again pass judgment upon the Earth!’
Apocalypse declares that he must invade Ship once more, to learn what question the Celestials have posed and what the artifact is answering. ‘If it is as I fear, Earth may be doomed…as humanity may have been doomed as a genetic dead end the first time a mutant appeared!’. The uber-mutant decides that he will first need a distraction, a foe that X-Factor will find irresistible. One of his monitors depicts the remains of the Master Mold, and another the immortal Cameron Hodge. ‘The time has come to rescue them - and offer them their heart’s desire’ Apocalypse declares.
Meanwhile, in Park Slope, Brooklyn, ‘…and you be careful! Don’t know what that girl’s thinking letting my grandson fly around with that…’ Grandma Jones shouts from the Jones’ apartment window, while Archangel holds Timmy Jones in his arms, and tells him that he doesn’t think his grandma likes him. ‘Yeah, she says you used to have angel wings but a bag guy tore them off and another bad guy grew you new ones’ Timmy replies, before Archangel begins to fly over the Manhattan Bridge. Timmy continues, remarking that his grandma said these wings are bad and that underneath his blue skin he is just a rich white man with devil wings, and that he and his mother should have nothing to do with him.
‘At least she sees me as a man. That’s better than a lot of people’ Warren replies, before asking Timmy what he thinks. ‘I think maybe that’s Grandma’s problem. ‘Cause I think you’re cool…and my Mom thinks so, too!’ Timmy exclaims. Timmy adds that his grandmother doesn’t like his mother to like any man, because she is his dad’s mom. ‘Fore he got killed and I got shot and - Hey, look!’ Timmy exclaims. Archangel smiles and tells him that is the Manhattan Bridge. ‘If you listen, you can hear the subway…rattling through the bridge toward Brooklyn’ Warren tells him.
At that moment, on top of one subway train which speeds down a tunnel, the deadly Sabretooth sits crouched on top of it, while Caliban sneaks up along behind him, thinking ‘While Sabretooth has been killing Morlocks, Caliban has been killing Marauders. Soon the last Marauder will all be dead, and Caliban’s revenge will be complete!’ But suddenly, Sabretooth spins around and kicks Caliban in the stomach. ‘You think I didn’t know you were there?’ the villain snarls, telling Caliban that he stinks, like all his sewer-loving kind as Caliban hits the beam holding the tunnel up. ‘You were just the appetizer, Morlock. Archangel’s the main course!’ Sabretooth declares. ‘Dude should have kicked the bucket last time I faced him! This time, he dies for sure!’ Clinging to the side of the subway train, Caliban climbs back on to the roof, thinking to himself that Sabretooth is an arrogant fool now to make certain of his death. ‘But then, you’ve yet to learn what Caliban has become thanks to Apocalypse!’
Soon, Archangel and Timmy descend over Timmy’s school, while Timmy asks Archangel if his wings are really demon wings like his grandma says. ‘Not exactly’ Warren replies, explaining that the feathers are sharp and react to his mood. ‘When I’m angry, they shoot off, like I’m throwing knives’. Archangel explains that he has to work hard to control them. Timmy smiles: ‘Good! My Mom said that’s how you stopped the bad guys and saved her. And you can fly again’ Timmy adds, before telling Warren that if a bad guy fixed his back so he could run again, he would be glad, and wouldn’t care if he was bad. ‘What do I say to that?’ Warren wonders, before Timmy’s classmates gather around. ‘See! I told you I knew him!’ Timmy exclaims. ‘Wow!’ someone gasps. ‘Will you sign my notebook?’ another asks.
Nearby, Sabretooth has removed a drain covering in the sidewalk, and pokes his head out of the tunnel, watching Archangel, Timmy and the kids. Warren thinks to himself that Timmy thinks he is some kind of hero, and wonders how he can tell an eight year old how a monster like Apocalypse can twist a man? ‘As he did me…and his other Horsemen…and Caliban…’. Sabretooth grins as he watches Archangel: ‘And there you are! Playing the superstar. So predictable. So asking to die! And all those rug-rats, crowding around…’ Creed likes this, ‘Nothing like a little collateral damage to add to the thrill of the kill’ he decides, when suddenly, he is pulled back down into the tunnel, and the drain cover falls back into place with a klang.
Caliban holds Sabretooth by his left foot, and spins him around, smacking him against the side of the tunnel, hard. ‘It’s hard to scent a long stalker when your focus is elsewhere and there are so many other odors to distract the senses - even for one such as you!’ Caliban declares as he shoves Sabretooth into the water that runs through the tunnel, and holds him under.
Soon, in Lower Manhattan. ‘So…how’d it go?’ Detective Charlotte Jones asks as Archangel drops down beside her. ‘Completely uneventful’ Warren reports, informing Charlotte that he signed a few autographs, so it wasn’t a total loss. ‘In pencil? On lined paper?’ Charlotte asks. ‘A few were in crayon’ Warren smiles. Charlotte thanks Warren for taking Timmy to school, and assures Warren that Timmy will be talking about it for weeks. ‘It was fun. No bad guys. Normal. Well, as normal as my life goes, anyway’ Warren replies, telling Charlotte that her son is a great kid, a boy to be proud of. ‘Before I became a living weapon, I hoped to have a son like that one day…’ Warren reveals, sadly.
Back in the sewer below Brooklyn, Caliban walks away from Sabretooth, who lies motionless in the water. ‘Your healing factor works, Sabretooth, only if you’re alive to activate it’ Caliban declares, before calling out to Apocalypse, informing his master that his revenge is complete. ‘Call your Hellhound home!’ he calls out, before he is teleported away in spectacular fashion.
Meanwhile, in Montclaire, New Jersey, Bobby shakes Mr Tanaka’s hand, while Mrs Tanaka tells her daughter, Opal, that they love her, and that she has always been the daughter of their hearts. ‘I know, Mom. I love you, too’ Opal replies, kissing her mother on the cheek. ‘Ready?’ Bobby asks, taking his top off and shifting to ice-form. ‘So you’ve forgiven them for not telling you that you were adopted?’ Bobby asks Opal when they are on an ice-sled and waving goodbye to Opal’s parents. Opal replies that she understands now that Shizu’ko, her first mother, sacrificed so much to protect her from her grandfather and his Yakuza. ‘And my Mom and Dad here raised me so lovingly. I know I’m lucky to have two mothers who care so much for me when some children have none’ Opal declares.
‘No joke! Babies aren’t easy. Scott’s little guy Chris is teething and cranky. Scott and Jean get no sleep. I wonder what out kids will be - uh…’ Bobby exclaims, cutting himself off mid-sentence. ‘Our…? Bobby?’ Opal asks. ‘Opal! I didn’t mean! It just popped out! I -’ Bobby exclaims nervously. ‘Good. You scared me for a minute there! We’re too young to think about babies…or marriage, even’ Opal exclaims, adding that someday perhaps, years from now, when they are old, maybe three or four little snowmen wouldn’t be so bad.
Beneath the Himalayas, Caliban is teleported back into Apocalypse’s lair, announcing that the Marauders are no more. ‘Caliban is yours to command!’. Seeing the remains of a large purple robot beneath them, Caliban asks Apocalypse what that is. ‘That is the remains of the Sentinel robot called the Master Mold!’ Apocalypse declares. ‘A Sentinel? One of the legendary mutant destroyers?’ Caliban asks. ‘The greatest of them all!’ Apocalypse tells him, before motioning to the a monitor, where Cameron Hodge is depicted. Apocalypse tells Caliban that Hodge’s goal was genocide against all mutant kind.
‘X-Factor spoke of him. He made a deal with a demon that rendered him immortal, but no vulnerable’ Caliban declares. Apocalypse declares that Hodge is completely mad, but potentially useful. ‘What is left of him - little more than life and will - lies buried beneath a pile of rubble in Genosha. Unearth what remains of him and bring it here to me!’ Apocalypse orders Caliban. Stepping onto the teleport pad, Caliban replies that he will go, but points out that Hodge was once among mutant kind’s most terrible enemies. ‘He engineered Angel’s destruction! Master - why?’ Caliban asks. ‘Because I plan to offer him his heart’s desire’ Apocalypse reveals.
Moments later, Caliban arrives on a scrap heap in Genosha, an island nation off the East Coast of Africa. Caliban tells himself that he does not know his master’s plan, that he knows only that this is a land of unspeakable tyranny, where mutants - mutates - were created as slaves of the State. ‘Caliban’s ability to sense mutants should be useless to find Hodge, but he can feel Hodge buried below’ Caliban remarks. ‘A wrongness…an evil’.
Suddenly, ‘Who goes there?’ shouts a voice. ‘A mutate!’ another exclaims as three Genoshan Magistrates step into view. ‘This is a restricted area! Hands in the air - drop it or we’ll -’ another declares as Caliban picks up a large steel beam - and hurls it at them, smacking all three of them over. Caliban begins searching through the rubble, while thinking to himself that he is no mutate, no poor mutant who was twisted, altered, through no choice of his own, to become a mindless slave of the State. ‘Caliban chose to be strong and fierce and terrible - and joyously serves the great master who gave him these precious gifts!’ Caliban declares that he must find Hodge quickly, for he hates and fears this horrible place.
Meanwhile, at Newark International Airport, across the Hudson from Manhattan. ‘Trish!’ Hank calls out from inside the airport terminal. Trish Tilby is collecting her luggage off the conveyor, and when she sees Hank she is surprised. ‘What are you -?’ the renowned reporter asks. ‘I thought you might need help with your luggage’ Hank tells Trish, who is holding a young girl in her arms. ‘Looks like I was right’ Hank remarks as he climbs along the conveyor with his hands, and collects the myriad luggage belonging to Trish. ‘And here! And here! And this one! That it?’ Hank asks. ‘Yeah. That’s it’ Trish smiles, while the little girl points at the Beast and smiles. ‘That’s Hank. Can you say “Hank”?’ Trish asks.
Holding Trish’s luggage on his shoulder, Hank tells Trish that he also wanted to say he was out of line, and that he is sorry. ‘And that your India coverage was brilliant and fair. Like your coverage of X-Factor…and I had not right to try and keep you from doing your job. Forgive me?’ Hank asks. ‘Yeah. I forgive you’ Trish tells Hank, kissing his cheek. Hank smiles, while Trish suggests they get in line for a cab. ‘Who’ the little cutie?’ Hank asks. Approaching a queue of cabs, Trish informs Hank that her name is Priya, which means loved one, and that her parents were killed in a bombing last year. ‘She needs an operation - on her heart - so I was allowed to bring her to the States with me. I’m adopting her’ Trish reveals.
A cab driver inside a cab with an advertisement for Club Hellfire on his roof exclaims ‘Wow! The Beast! Just let me get those bags. Wait’ll I tell the wife and kids who I had in my cab!’ he exclaims. ‘She isn’t scared of me’ Hank remarks as Trish passes Priya to him. Trish tells Hank that he mustn’t be as scary as he thinks he is, and reveals that when she was doing the story at the orphanage, she fell for Priya. ‘I never thought I’d have time for children, but -’ Trish begins, while Priya exclaims ‘Boo!’. ‘Ha! She said blue!’ Hank declares. ‘She’s smart. She’s picking up English like crazy and she -’ Trish begins, while Hank puts Priya onto his shoulders, and suggests they get into the cab, telling Trish that she can tell him the rest on the way into the city.
Back in Genosha, Caliban flings rubble and steel beams about, when a voice from within the rubble exclaims. ‘About time, mutate. I’ve waited long enough for someone to unearth me!’ Cameron Hodge - well, his head anyway - exclaims, ‘My, you are an ugly one’ Hodge declares as Caliban holds him up by the wires that stick out from his head. ‘Caliban is no mutate, but the Hellhound of Apocalypse’ Caliban exclaims, before calling out to Apocalypse, announcing that he has their quarry. As the teleport signal surrounds Caliban and Hodge, Hodge smirks: ‘Apocalypse, eh? X-Factor’s other great enemy. How…interesting. Back when I was…associated with X-Factor, that team of fools had compiled quite the interesting file on him!’ Hodge declares.
Arriving back in Apocalypse’s base an instant later, Caliban holds Hodge’s head out still, while Hodge tells him that Apocalypse can thank the demon N’astirh for his survival. ‘His spells would have influenced the placement of those collapsing girders. Even one such as I would find it difficult to live with a pulped brain. I imagine he wants an alliance’. Caliban spins the head around, so that Hodge can see Apocalypse. ‘And there’s Apocalypse himself. The ancient shape-shifting mutant!’ Hodge declares, snarling that he came so neat to completely destroying the high-and-mighty Angel, until Apocalypse saved him and gave him new wings. ‘For that alone I would annihilate you’ Hodge threatens Apocalypse.
‘You could try. But it is difficult to kill the one who bears the Mark of Cain. But why speak of death, when I brought you here to offer you a semblance of life? A new body -’ Apocalypse exclaims, while Hodge interrupts: ‘A new -? What? Where? What’s the catch?’ he exclaims. ‘What do you care? You’re an immortal…of sort’ Apocalypse remarks, holding Hodge’s head in his hand, telling him that he burns with a hatred for those who have destroyed him. ‘Even now, X-Factor sits, smug and safe within their Ship. They live openly as mutant heroes. Say the world, and you can change. You can change it’ Apocalypse exclaims. ‘Revenge!’ Hodge utters.
Lower Manhattan, later that day, X-Factor are gathering at the ground below Ship. ‘It’s great how the press mostly backed off once Warren stepped in and used the old Worthington charm’ one of them remarks. ‘A few staged photo-ops and, unless we’re fighting bag guys, they’re pretty much giving us space’ Bobby adds. ‘You gonna stay iced up like that?’ Hank asks while Scott puts the baby into a stroller. ‘Sure. Gives the tourists something to gawk at besides your ugly blue mug’ Bobby jokes while several tourists gather around. Scott, Jean, Hank, Warren and Bobby begin to walk through the city, with Scott pushing his son in his stroller.
‘New Yorkers, though. You gotta love ‘em. Unless a spaceship lands in the middle of the city, they just go about their lives…’ Hank remarks. ‘One did land, Hank. Our Ship’ Jean points out. Jean tells the guys that Ship is their friend, and she hates talking behind his back. ‘But am I the only one worried about its technical glitches?’ she asks. ‘And what about the massive programs its running that it can’t access? Are the Celestials doing something we should know about?’ Marvel Girl wonders. The Beast declares that it does make him a bit uneasy, but points out that Ship has gathered information for millennia, and will continue to do so whether it is with them or not. ‘That’s its primary function’. Bobby smiles and asks if they are going to yammer on, or are that going to walk. ‘Lighten up, guys…those so-called space gods aren’t due to return to Earth for thousands of years…’. But at that moment, a Celestial spaceship moves though the solar system - and approaches Earth….
Some 20,000 years ago, on the steppes of Central Asia. The man who would become the mutant known as Apocalypse was born to human parents, into a tribe of humans, he had blue markings around his mouth, extending back to his ears. As he neared manhood, it became clear that he was different - such as when a sabre-toothed tiger attacked his parents, he transformed himself into a large bear to protect them. But anything that was different frightened his people, and he was cast out of the tribe.
For many years, he wandered the Earth, and in time, came to see that the power to change his shape was a gift, not a curse. It took him longer to understand that his truest gifts were curiosity and the time to learn. Eventually, he came across a large monitoring device, standing where the Celestials had left it - it was a tree of knowledge and Apocalypse partook of its fruit greedily.
After a thousand years, he finally decoded the Celestials’ language and was able to influence their machineries. After another thousand years, he finally understood what the space gods had done.
flashback images to the past, shown on monitor:
The Celestial called Gammenon the Gatherer then reconnoitred as life began to evolve on Earth - the world was promising, but primitive, so he moved on.
When Gammenon the Gatherer next returned, dinosaurs had emerged as the dominant life form. The Celestial split the line - warm and cold-blooded, then he left them to evolve. But after millennia, dinosaurs had failed to develop sentience - Gammenon returned to destroy them with powerful fireballs.
One and a half million years ago, Gammenon returned to Earth yet again, discovering that, under the duress that killed the dinosaurs, mammals had survived and prospered - some even becoming human. Thus, Earth became a laboratory worthy of Celestial interest - and the First Host arrived.
The Celestials genetically manipulated select groups of humans - creating the beautiful long-lived, godlike Eternals, gifted with psionic abilities and enhanced strength. However, their limited fertility meant that few Eternals were born. The Celestials also took a second group of humans and destabilised their DNA to promote mutations - and as such, the monstrous Deviants emerged. Mostly short-lived, but very fertile, they quickly evolved powers, but their forms varied from generation to generation, and their progeny were mostly non-viable monsters.
The Celestials also preserved a third group as controls - a base-line human gene pool that would evolve - or not - without Celestial interference. They would retain their genetic stability, but would lack the extraordinary powers possessed by Eternals and Deviants. The Celestials set their monitor - Ship - in place and left the Eden that was Earth far behind them in search of other worlds to manipulate.
20,000 years ago, continued:
Apocalypse realizes that the Celestials had doomed their human control group - his people - to inferiority and almost certain extinction. He was a mistake - a genetic anomaly, not an Eternal, but eternal. Not a Deviant, but nonetheless a monster. He should not have existed, but there he stood. And he wondered, if the Celestials could manipulate evolution throughout the universe, could a subject in their experiment affect the outcome. He smiles: ‘Madness, perhaps. Hubris, definitely’, as he realized if the Celestials could influence human destiny, then so could he….