The Xavier Institute - where a war is taking place. The X-Man known as Rouge flies around as she battles Apocalypse’s latest Horsemen to be known as Famine. Rogue calls out to her teammates telling them that it is getting a bit hot out here, so she could use some help! From one of the X-Jets, Alex “Havok” Summers tells Rogue to get some distance between them, as he has a clear shot. Rogue does as she is requested and Famine is knocked unconscious. Rogue flies over and grabs him, and landing on the X-Jet she tells Havok that this Famine is lucky he didn’t take his head off.
Inside Apocalypse’s Sphinx which has taken up residence at the Xavier Institute, home of the X-Men, The 198 and several mutant students, there is a mighty scream, and Apocalypse, the enteral mutant declares that it is finished and tells his newest creation that he needs to know it was necessary to rearrange some of his internal affairs, adding that he will need to relearn certain biological functions. Apocalypse’s assistant, Ozymandias informs the legendary mutant that the X-Men are returning. Apocalypse, whose real name is En Sabah Nur, though he rarely uses it, asks of Famine. Ozymandias replies that he cannot see Famine.
Inside the X-Jet, Rogue takes off Famine’s mask and exclaims that she knew he looked familiar, and announces that it is Shiro. ‘Shiro - you mean Sunfire?’ asks Havok. Rogue quietly remarks that she hopes whatever happened to him had nothing to do with what went down between the two of them….’ From the second X-Jet, Henry McCoy a.k.a. the Beast tells Rogue that it is quite clear what has happened to the former X-Man, and that the only unanswered questions are how and why. Suddenly, Scott Summer, also known as Cyclops, tells Hank to look out the window and everyone sees all the Sentinels are down, demolished. Scott adds that it looks like they are on their own, to which Rogue asks if that is good. Havok motions to one of the Sentinels which The 198 have “conquered” and points out that The 198 seem to think so.
Inside Apocalypse’s sphinx, the eternal mutant is informed by Ozymandias that there is still no sign of Famine, to which Apocalypse surmises that the X-Men must have him. Ozymandias suggests that they make another one and points out that there are plenty of mutants outside that would sell their souls to serve him. Apocalypse reminds Ozymandias that he created Famine with his own hands, therefore he doesn’t not intend to simply give him to the X-Men. Ozymandias suggests that he could sneak away and grab one of them, to which Apocalypse tells Ozymandias that he should be working on his blood potion, not whimpering at his heels like a poisoned jackal.
Ozymandias replies that he fails to understand Apocalypse’s sanguine attitude towards being around these X-Men, and admits that the mutant heroes frighten him. Ozymandias remarks that he knows Apocalypse has never truly felt what fear is, before suggesting that experience must tell him that they are dangerous. ‘Let us go now, master, while we can’. Apocalypse tells his scribe that Famine is not the only reason for staying, and reminds him that he wants as many of The 198 to take his blood before they unleash Pestilence, for too many of their kind have died needlessly already.
Ozymandias remarks that it smells suspiciously like altruism - or even like its more contemptible handmaiden - kindness. Apocalypse looks down at his servant. ‘WHAT?’ he declares, before Ozymandias suggests that there might be another reason Apocalypse wants to stay, ‘I saw you up there milking their applause’. ‘Milk?’ Apocalypse asks. As they continue to walk through the temple, Ozymandias exclaims that Apocalypse wants them to love him, that he craves their adulation. ‘Be careful with your words, scribe’.
Wickedly, Ozymandias exclaims that the old Apocalypse, the mighty Apocalypse wouldn’t let his head be turned like that - he would unleash Pestilence on the world no matter what the consequences! ‘ENOUGH!’ shouts Apocalypse as he tells Ozymandias that he will show him the extent of his kindness, and makes his hand into a fist. Ozymandias admits that Apocalypse is big, but tells him that he has slowed down over the years, while he has had centuries worth of time to perfect his own fighting style.
Ozymandias claims that he is not quite as defenseless as he may seem, when suddenly, Apocalypse slams his fist into Ozymandias, shoving him into the wall. His body damaged, Ozymandias wearily asks his master to forgive him, and claims that he thought by giving him something to last out at, he might relieve some of the messianic burden that must weigh so heavily on his shoulders. ‘Get out of my sight’ is all Apocalypse says.
Ozymandias runs through the complex chambers of Apocalypse’s sphinx ‘In the name of Horus…I’m cracking up!’ he remarks, before exclaiming that he knows what he needs. Entering his quarters he grabs some liquid, and declares that it is time to settle an old account.
Outside, Havok, Bobby “Iceman” Drake and Rogue are gathered with the X-Men’s newest member, Mystique, and her associate, Augustus also known as Pulse. ‘Would I lie to you?’ asks Raven. Havok replies that she would, to which Mystique declares that the fact remains, Augustus is their best shot at defeating Apocalypse, for if they can get him close enough, then he can drain away all of the tyrant’s powers. Havok asks if this is true, to which Raven Darkholme replies that it is, which is why Rogue can touch Pulse without killing him - and smirking, she adds it is why he is the perfect match for her daughter. Rogue tells Mystique to let Augustus speak for himself, and turning to the young man, she asks him if it is true, if he can do this to Apocalypse. Augustus just smiles and replies that he doesn’t know.
Elsewhere in Apocalypse’s temple, Ozymandias stands near a large, hulking figure, exclaiming that he doesn’t know why Apocalypse attacked him, just lunged at him like a poisoned jackal. He tells the mysterious figure that they have to act now. ‘Help me kill him, then we’ll unleash Pestilence on the world, you and I’ Ozymandias reminds the figure that he helped him when he was Gazer, when the archaeologist was going to kill him. ‘He would have smashed your skull in!’
Ozymandias reminds Gazer that he saved him, and they agreed that Gazer owed him his life, adding that one day he would come to ask for the account to be settled. This is that day. This is that moment. I helped you. Now you help me’. The large figure turns - Gazer is gone, now only War remains!
Back outside, Raven tells the X-Men not to listen to Pulse as he is very unassuming. ‘Sometimes he’s so unassuming I want to strangle him’. Havok asks Augustus if he really doesn’t know if he can do this, to which Pulse remarks that Apocalypse looks awfully big and strong, so it is a little difficult to know if his “pulse” would work on him, until he got really close. Augustus then admits that there lies the problem, for he is really a bit of a coward. ‘At least he’s honest’ Alex remarks, to which Rogue exclaims that right now she would settle for dishonest and tough.
Suddenly, ‘Satisfied?’ asks Dr. Valerie Cooper angrily as she approaches the group. Valerie tells the X-Men that they got their wish - the Sentinels are not out of commission, before warning the X-Men that they might feel nostalgic for the old Sentinels when they see what takes their place.
Back inside the temple, Ozymandias begins to cower before War, telling him that he appreciates his decision, for perhaps he feels that since he is no longer Gazer, then he is no longer bound to honor the debt. Ozymandias pleads that whatever the case may be, War does not speak a word of what he asked him to Apocalypse.
Hovering around outside the sphinx is a helicopter and the person inside exclaims that all Sentinels are officially out of commission. ‘Initiate “Crazy Horse” and “Monster”!’
Inside the X-Men’s home, many of the X-Men have gathered together. Alex asks if Emma is having any luck with Sunfire, to which Cyclops announces that Emma is giving Sunfire the telepathic shakedown as they speak, so she will let them know if she or Hank find anything they can use. Alex remarks that they cannot wait for Hank and Emma, and suggests to Cyclops that if he can divert The 198, then his squad can try to get inside the sphinx. Cyclops thinks that could work, when Rogue asks if anyone has seen Gambit. Iceman remarks that Wolverine went upstate on business and suggests Gambit might have gone to keep him company.
Suddenly, Colossus a.k.a. Piotr Rasputin enters the room. ‘Look at what I found trying to sneak into our home!’ The powerful Russian mutant declares, holding up Ozymandias, who claims that he wasn’t sneaking. Rogue asks if that is Apocalypse’s sidekick, to which Ozymandias introduces himself properly and claims that he is the carver of sacred texts, keeper of ancient knowledge, amanuensis and second-in-command to the mighty Apocalypse.
Havok points out that Ozymandias currently has Colossus’ fingers around his neck and asks him what he wants here, ‘Did he send you to spy on us?’ Colossus releases his grasp on Ozymandias who claims that Apocalypse doesn’t know he is here and that he has come to seek an alliance, because Apocalypse has gone insane and must be stopped. Ozymandias reveals that there is a secret passageway into the sphinx and offers to lead them all the way to “You know who”.
Inside the temple, War is kneeling before Apocalypse, who thanks his Horseman and remarks that it is not surprising, for he has learnt to trust no one. He thanks War and assures him that his loyalty will not be forgotten. ‘And neither shall my scribe’s treachery’.
On the darkened grounds of the Xavier Institute, Cyclops, Colossus and Beast are joined by Betsy Braddock a.k.a. Psylocke of the X-Men and Xi’an Coy Manh, better known as Karma, currently of The 198 and a former New Mutant as they bid Havok’s squad farewell. Colossus tells his teammates that he does not trust the stone man, and believes that nothing he told them was the truth. ‘You mean that Apocalypse is even more insane than usual?’ Scott asks, before telling Piotr to trust him, for he knows Apocalypse’s mind almost better than anyone - and Apocalypse is far from insane. Scott adds that Ozymandias is simply a self-serving little weasel.
That “self-serving little weasel” is currently leading Havok, Rogue, Iceman and the student known as Bling through a narrow corridor into the sphinx. Havok tells Ozymandias not to get too far ahead as he wants to keep him within kicking distance. Ozymandias replies that it is not much farther, and soon, they have arrived. ‘We are here’ the scribe announces. ‘And where is “here” exactly?’ Alex asks in the darkened temple. Suddenly, there is a blinding light, and someone asks how that happened. Standing in the vast chamber, Ozymandias explains that a modulation of his vocal cords, and that he would teach them how to do it if they had a thousand years. Ozymandias warns everyone not to touch anything as they are in the most ancient part of the temple and Apocalypse himself will not even enter the engine chamber without him as a guard.
Rogue questions Ozymandias comment about this being an engine, for she doesn’t see anything that even remotely looks like an engine. Ozymandias explains that the sphinx was built on plans and with materials handed down by the Celestials. He adds that theirs was an ancient science - and he means ancient by Apocalypse’s standards. ‘Another Celestial ship? Have those guys got a production line or what?’ exclaims Iceman, half-jokingly while also referring to his former base of operations as a member of the Original X-Factor, “Ship”.
Suddenly, the X-Men and Bling all duck as the four walls surrounding them begin to close in. Ozymandias remains where he is and explains that the chamber is breathing. He adds that they needn’t worry, for in five thousand years, he has only known of three people that were actually crushed in here. Havok gets to his feet and tells Ozymandias that he has had enough, that they aren’t here for the tour.
Sitting at his throne, Apocalypse is having a conversation with Pestilence via holographic imaging. Pestilence exclaims ‘I am ready, master…enough pestilence to wipe out humanity - or those not protected by your serum - initially the weak will die. Children, the old, the infirm, the poor. Pneumonia, septicemia, morbid diarrhea!’ Suddenly, Apocalypse wonders if he felt something. Pestilence asks Apocalypse if he is sick, to which Apocalypse replies that he prays to the long-dead Gods he isn’t, before remarking that Ozymandias might have been correct - ‘Have I been infected by a sickness…a weakness? Is this the real reason I hesitate to unleash you?’ he asks.
Pestilence suggests that they could limit the initial wave and make it race-specific. Apocalypse declares ‘No! I must be strong! I am strong. Only the strong survive - only the strong deserve to survive’. He asks Pestilence to tell him again how the young and poor will suffer and die, before remarking that he must test himself to prove he is - his train of thought goes, as suddenly Ozymandias enters his chamber.
Ozymandias addresses Apocalypse as “Master” and exclaims that he is glad he caught him alone, for he has brought guests. Havok tells his team that this is it, and that they need to remember who they are dealing with. Apocalypse tells the X-Men that he is sorry for disappointing them, but that he is not alone. ‘Come children!’ he exclaims, and suddenly, Skids, Scalphunter and Fever Pitch appear near Apocalypse. Havok tells the three mutants that they are in way over their heads, to which the Marauder Scalphunter declares that Apocalypse explained it all to them, and that he is on their side.
Sally “Skids” Blevins, a former member of the New Mutants, among many other teams, declares that Apocalypse is what they have been waiting for - ‘He’s our savior!’ Rogue tells Sally not to be stupid, as Apocalypse doesn’t care about any of them. Apocalypse smiles (sort of) and tells Rogue that what she said is untrue, for if anything, he cares too much about them, and it was their suffering which woke him from a peaceful sleep. ‘See, isn’t he great!’ Sally exclaims. Havok tells Sally to get out of their way and if she agrees to come back with them, then they might overlook this.
Ozymandias tells the X-Men to stop talking and Apocalypse, for he knows he is hiding something. Apocalypse replies that his scribe knows him well, before exclaiming that it is not something, but someone that he is hiding - his fourth Horseman, freshly imagined, newly minted. Suddenly, Rogue’s eyes almost pop out of her head and her jaw nearly drops to the floor, for standing beside Apocalypse is Gambit…a.k.a. Death!
‘No painkillers!’ Gambit exclaims as he sits down in the device which is going to change his life. Apocalypse recommends something for the pain, at least phase one of the transformation when the instruments burrow deep into - ‘I must be conscious the whole time!’ Remy shouts, declaring that he wants to be fully aware of what Apocalypse is doing to him. ‘As you wish’ Apocalypse replies, before telling Ozymandias that they will not be requiring the Juice of Thoth.
Gambit motions to a large pincer-like instrument and asks what it does. ‘The Claw of Horus?’ Apocalypse asks, before replying that he isn’t exactly sure, for the transformation machine tends to have a life of its own. ‘Something to do with the lower intestines perhaps’ he offers. ‘Right’ mutters Remy, before Ozymandias tells him that for not taking pain killers, poets will surely sing of his courage in centuries to come. ‘Oh that such a brave man has changed over to our side!’ Gambit angrily tells them that bravery has nothing to do with it, ‘And who said anything about being on your side?’
Ozymandias smirks and tells Apocalypse that Gambit gazes fearlessly at unspeakable pain, yet quakes at his own motivation. Ozymandias informs Gambit that as he is scribe to Apocalypse, he hears everything, and knows that he is joining them because he has come to hate the X-Men. Apocalypse tells Gambit that it is nothing to be ashamed of, for a man like him - an X-Man like him - should have been treated with more respect.
Suddenly, Gambit looks horrified and asks what it is digging into his back. Apocalypse just smiles and declares that the transformation has begun. He informs Gambit that tiny little fingers are working through his flesh, headed for the intricate hieroglyphs of his spinal cord. Apocalypse tells Gambit that Ozymandias is right, that he should not fear the truth. ‘You have joined us because the X-Men treated you like rubbish’, and reminds him that he even told himself that they pushed him aside and stopped listening to him. ‘You - the mighty Gambit!’
Apocalypse touches Gambit’s face and tells him that by any logic, considering his unique heritage, he should have been the leader of the X-Men, before asking what that smell is. Ozymandias grins (as much as a person made of million year old rock can) and exclaims proudly ‘Burning flesh, master’. Apocalypse replies ‘Of course’ before remarking to Gambit that you can tell a lot about a man by the singeing of his mutton. Wearily, Gambit tells Apocalypse that he is wrong.
‘My master - wrong?’ Ozymandias exclaims, while Apocalypse frowns in dismay. Sweat pouring down his face, Gambit boasts that he is not doing this because he hates the X-Men, but because he loves them. Gambit tells Apocalypse that he almost believes him when he says that he is on the mutants side this time, he can tell the ancient mutant has changed, for M-Day has brought out the best in him. Gambit agrees that they need him, his strength and his indefatigability.
However, Gambit warns Apocalypse that if is lying, scheming and the old self-serving Apocalypse is to pounce, then he will be right at side, watching and waiting. Gambit screams again as the contraption does something else to him. Apocalypse just begins to walk away, telling Ozymandias to come along, as they need to let the transformation machine do its work. Ozymandias begins to follow and reminds Apocalypse of what Gambit said. He asks how they really feel about having a fully empowered X-Man standing sentry over him, to which Apocalypse just smiles and remarks that is only what Gambit says now, for the creature that emerges out of the machine will not be the one that entered! Gambit suddenly looks very, very frightened.