The battle continues across the desert. The X-Men are severely outnumbered by the Skrulls and cultists, but are doing rather well. The Skrull overseer whips the mutant Skrulls and tells them to go after Fiz, the betrayer. One of them zaps Fiz from behind. He falls over and they gang up on him while he’s on the ground. Beast comes to the rescue and knocks some of the Skrulls away.
Down below, Apocalypse talks to Nate about his plans. He tells him where he got all his technology; from a race of celestial gods. The only thing he needed were mutants powerful enough to start the machinery. That’s what the Twelve was all about. He tells Nate that the Monolith is almost charged up to critical mass and the power transfer can soon begin. The final piece is Nate’s body. He needs to have it to be able to contain the awesome powers of the Twelve.
Back above, one of the mutant Skrulls shies away from the battle. The overseer grabs her ready to strike him, but Fiz comes over and decks her. We find out the little girl’s name is Zcann and that she’s gifted with telepathy. Zcann can’t believe what Fiz did. The penalty for hitting an overseer is death. Fiz assures her that once their usefulness is over, they’d be killed anyway. He tells Zcann to use her telepathy on him and see how much better this world is. Then he asks her for her help.
Back with Apocalypse and Nate, the machine is now working. Apocalypse is receiving Nate’s essence. The celestial circuit is draining the Twelve’s energies into Apocalypse. Suddenly, the transfer is interrupted. The energies start reversing direction. Apocalypse can’t believe it. It turns out that Magneto is already depleted of energy. Nate laughs at him and reminds him that on his old world it was Magneto who was always messing up his plans. This angers Apocalypse and he says he can do it with the eleven and he’ll also speed up the process.
At the celestial circuit, Xavier attempts to convince the Monolith to fight Apocalypse’s will. He says he can’t, that’s he’s been changed too much. Filled with so much energy, he breaks free of his null orb and goes berserk. He grows very large and ends up smashing most of the Twelve free. Professor tries to reach him outside the shell, but the Monolith isn’t listening and instead tries to smash him into the ground. Luckily, Phoenix is nearby and telekinetically carries him to safety. Then the Monolith is about to step on Magneto, but Polaris saves him. Iceman, Sunfire and Storm attack him with their elemental powers, but he only gets stronger. Xavier suggests they find Apocalypse and Nate before it’s too late.
Back at the fight above, a stray blast hits a giant pillar and knocks it over. Gambit jumps in and knocks Rogue out of the way. They both go tumbling down a hill. When Gambit is reoriented he finds a gun pointed at his face by a Skrull soldier. Out of the blue, a mutant Skrull with the power of elasticity snatches up the Skrull and saves Gambit’s life. Rogue asks Fiz what’s happened and he says that the mutant Skrulls have seen the way of the world and are fighting back. Fiz tells the X-Men to go help their team inside.
While inside, Apocalypse is still draining Nate’s essence into his body. Nate yells in agony and the X-Men hear it. They head out to find him, but are stopped by War, Pestilence and Famine. Before they can even battle, Mikhail dives at the Horsemen and teleports away with them. Scott, Jean and Charles head out and find Nate and Poxy. Apocalypse knocks them all for a loop. Cable comes in and gets knocked away as well.
The other battle inside is not faring well either. They can’t seem to make a dent in the Monolith. Magneto attempts something new and uses Polaris’ power to tap into the magnetic field of the Earth. He launches an assault at him, but it still does nothing. Bishop looks up at the Monolith and knows what he has to do. He stands in front of him and absorbs all his energies. Monolith, now drained, collapses. Bishop looks as if he’s going to explode. The temporal energies pull him back and he disappears. While the remaining Twelve wonder where he went, the outside X-Men enter the room.
In the nearby chamber, Cyke attacks Apocalypse with an optic blast. He in turn takes control of Cyke’s beam and sends it right back at him, destroying his visor. Phoenix flies at him and uses her telekinesis to rip off part of his costume. Inside, we see he’s a very decrepit man. This shocks Jean and she’s caught off guard as Apocalypse blasts her away. Cyke isn’t sure what to do. His optic blasts are drained. He thinks to himself that he has to end the madness. He looks over at Jean and knows even though he loves her, he must do what he’s about to do.
He dives into the rapport knocking Nate away. Jean yells out as a flash of blinding light envelopes the room. The rest of the X-Men enter. They can only stand and watch in horror as Apocalypse and Cyclops merge into one. Nate wonders aloud why he did that. After all, they share the same genes. The merge completes and Cyclopalypse is born. Professor cries out that he can’t sense Scott anymore, mind or soul.