Giza, Egypt, where the uber-mutant, Apocalypse carries a large, spiked, curved sword, and drags the demon-lord N'astirh behind him. Apocalypse announces that negotiations with N'astirh went poorly, and reveals that Limbo refuses to join their cause. 'They will stand with neither mutant nor human. We are alone'. Apocalypse adds that he can no longer delay the inevitable, so they must act quickly – for their enemy draws near. Behind Apocalypse are Exodus and Bastion, while the Gamesmaster approach Apocalypse and asks 'But what of the X-Game?' to which Apocalypse remarks that they are no longer allowed such luxuries – the days of winners and champions are behind them, and the only title worthy of fighting for now is survivor. 'Very well, my Lord, but...I have some troubling news' the Gamesmaster replies. Apocalypse raises the sword overhead and declares 'The barriers between dimensions are crumbling because of the actions of your Upstarts – even demons flee in terror... and you bring me more “troubling news”?' Apocalypse asks.
'Fine. Enlighten me – but first... I would look upon your true face... Mystique' Apocalypse demands, as within the eerie pyramid, Mystique reveals her true self, and informs Apocalypse that Fabian Cortez sent the X-Men into deep space with no way of returning. 'Hmm. Quite the feat, I admit. But my contest's purpose was to weed out weakness and hone the X-Men into the saviors we need' Apocalypse remarks. 'Not remove them from the battle entirely' Apocalypse orders, before asking about the other Upstarts.
Mystique reports that Fitzroy and Shaw have gone silent, and as far as the Von Struckers and Cortez, well, she found evidence of foul play in their game room, and holds up Cortez's tattered cape. Apocalypse does not look happy. '“Troubling news” indeed' he quotes, and announces that mutant kind's greatest foe draws near. 'If the X-Men can't save the world... then who among us can?'
The Lilapalooza concert, where backstage, Forge of X-Factor has a large blueprint displayed on a monitor. 'Fascinating – and brilliant if I may say so' Professor X remarks, while Jubilee, M, Chamber and Dead Girl stand nearby. Forge thanks the Professor and explains that it is crude, but that the amplified power signature scanner should do the job. Forge points out that, fortunately for them, Lila's teleportation leaves a very distinctive energy trail, and with the satellite uplink in place, they should be able to locate the X-Men, but that it will take time, as Lila's powers work on a galactic scale, and it might be days before they know where the X-Men are. 'I'm sorry, Professor' Forge adds. But the Professor tells him not to be, and adds that his students are resourceful and resilient. 'I have every confidence that -' Charles begins, interrupted by a loud BOOM. 'Did you feel that?' Forge asks. 'Yes, and... is that screaming?' Charles enquires.
Outside, concert goers flee as X-Factor has engaged several mutants who were attending the concert in battle. 'Get 'em off me! Why are you so disgusting, man?' Strong Guy shouts as he is attacked by Maggott's creatures. Polaris uses her magnetic powers to lift Adam X the X-Treme into the air and offers him a tip – not to cover himself in metal before he picks a fight with the Mistress of Magnetism! Wolfsbane dodges Marrow, who lashes out with her bones. 'Can't we talk this out?' Wolfsbane asks. 'No!' Marrow shouts, knocking back Multiple Man and one of his dupes, too. 'You say surrender! I say mutant equality now!' Random shouts as he firest a blast of energy at Havok, who fires one back. 'For the love of – we're not here to arrest you, damn it!' Havok calls out. 'This is worse than the Westchester Wars!' one of the fleeing concert goers exclaims. 'No kidding! At least I knew what they were fighting about back then!' someone calls back.
Forge and Professor X have entered the crowd, and Forge asks the Professor if he is okay, and whether he can calm the crowd. 'Easier said than done, Forge' Xavier replies, informing the Forge that his gifts were pushed to the breaking point only a few months ago. 'Find my students! Get them on crowd control before someone's hurt!' X-Treme has broken away from Polaris, and suddenly he sees the Professor. 'Yo! That's the old man – the one who can shut down brains!' he exclaims, before holding up one of his throwing blades: 'Eat this, Gepetto!' X-Treme shouts, but before he can throw it, someone grabs his hand: 'I think that's quite enough out of young' M tells him, using her strength to hold him back. 'Monet's right, mate. Time to settle down' Chamber remarks to X-Treme, while Jubilee, holding a very large drink, tells X-Treme that she is all about a little attitude, but that the old guy is with them, and they would like to keep him in one piece.
X-Treme pulls away, but his blade is broken. 'Hands off, brat! You don't understand the struggle! Living in some fancy mansion! Ain't got a clue what it means to be a real mutant! To make it out here you gotta be X-Treme! You feel me!?' he shouts. Monet smiles: 'Not even a little bit. But thank you. You just made things so much easier'.
Across the universe, Storm and Abigail Brand of SWORD stand on the deserted planet, a large “X” in a circle on the ground before them. Brand announces that the SWORD file on these guys is bigger than her Toyota Celica, and that she hopes Storm knows what she is going. 'That makes two of us, Agent Brand' Storm replies, when suddenly, there is a teleport signal, and Gladiator, Oracle, Smasher and Starbolt of the Shi'ar Imperial Guard materialize. 'Storm. It's been too long' Gladiator calls out. Storm greets Gladiator and tells him that she is glad he found them. 'Imagine my surprise to discover our old friends the X-Men so far from home' Gladiator replies, before asking Storm how they ended up here. 'Perhaps I can tell the story once we've resolved the matter at hand' Storm suggests. 'So you're not looking for a ride home, then? Who's your friend' Gladiator asks, referring to Brand. Brand introduces herself and boasts that she is Earth's foremost expert on extraterrestrial threats and containment. 'I can assure you that the Brood refugees pose no -' Brand begins, but Gladiator asks' Does this look like Earth to you?'
'Gladiator, please -' Storm starts to say, but the powerful being asks Storm where the Brood are, declaring that he knows they are close. 'It's only matter of time before -' he begins, while Oracle puts her fingers to her head, concentrating. 'You destroy them? What right have you to take these creatures' lives?' Storm asks Gladiator, interrupting him. Gladiator mutters that he grows tired of this, and asks Oracle what the X-Men know. 'Their thoughts...defended. Like daggers stabbing at my mind' Oracle utters, collapsing backwards into Smasher. 'Xavier's psychic conditioning, no doubt' Gladiator supposes, before telling Storm that she asks “What right” and declares that he is praetor of the Shi'ar Imperial Guard, personally charged by the Majestrix Lilandra Neramani with their eradication. Gladiator announces that these Brood are far deadlier than anything they have faced before, and given the chance to procreate, this new breed of cosmic parasite would decimate the galaxy. 'It is imperative we are rid of them before they become a greater threat!' Gladiator explains, adding that he has no wish to fight Storm, but that the Brood cannot be allowed to live.
'Very well, Gladiator. Remember the answer you gave today when next you're asked to spare another's life' Storm replies. 'What are you talking about?' Gladiator asks, when suddenly, 'She's talking about my, space boy!' Rogue exclaims as she appears above Gladiator, and slams her fist into him, sending him careenings backwards into a rockface, which breaks into rubble. 'You can drop the cloak now, Phader. I think they know we're here' Psylocke declares as she, Wolveine, Bishop, Lila Cheney and the Ex-Brood – Phader, Sharpwing, Openmind, Fastskin and Hardside mateiralize and together with Storm and Brand, surround the Imperiaal Guard members. 'What -' Starbolt begins. 'How – where'd they come from?' Smasher asks. 'X-Men! Defend the Brood!' Storm commands. 'Hey, ain't nobody ever said that before' Wolverine jokes. 'Does your species always speak this much whil you fight?' one of the Brood asks. Bishop addresses it as Hardside and tells him that this is them being quiet!
Gladiator looks up from where he has landed, and declares that he has sung the praises of the X-Men the universe over – always said they were an honorable assortment of Earthlings. 'But if this is how you negotiate – with a sneak attack...I suppose I'll have to change my tune' he announces as Rogue hovers over him. She tells him not to worry, as she is more than happy to help him get tuned up. She dives down to strike him, but Gladiator grabs a tree and raises it up to defend himself. Rogue smashes through the tree, then punches him in the face, telling him that swinging trees ain't gonna get him gar, as she has been chopping wood since she was knee high to a june bug. 'I see' Gladiator replies, unimpressed, before asking Rogue if those trees ever chopped back, as he smacks her back up through the air, before telling her to stop this, as fighting is not her forte. 'You're not at home in your own skin – the power's there, but it's not yours, is it?' Gladiator asks. He follows Rogue skyward, and tells her that she doesn't know what she is doing, and that could get her killed, as he slams her back into the ground, where she lands with a mighty BOOM.
Rogue gets to her feet, and touches a large rock, absorbing the force from it. Gladiator drops down nearby, and tells Rogue to be reasonable. 'You've fought the Brood before. You know what they can do without powers. Stay down. Let us do our duty' he asks her. 'Y'all still think that's an option?' Rogue asks, tossing the large rock at Gladiator, it breaks up and bombards him as Rogue tells him that he is dumber than that haircut makes him look. 'Fine. Do your worst...' Gladiator replies. Rogue flies over to him and punches him over and over again, boasting that she aims to do just that. 'Are you finished?' Gladiator asks, looking up ar Rogue, who holds a boulder overhead, 'Almost there...' she begins, but before she can drop the rock on Gladiator, he reaches up, grabs her throat and slams her into the ground. 'ENOUGH!' Gladiator roars. He throws Rogue up over his head and shouts 'You will not – you cannot stop me!' before he slams her down onto the ground again.
Gladiator admits that Rogue is an impressive specimen, and tells her that he has fought gods who would've given up by now. 'Truly, you are a worthy opponent, X-Man... for someone else'. Gladiator suggests that Rogue recognize her superior and stand down. 'Honey, you're strong...' Rogue starts to reply, coughing at the dust that rises around her, '... but you got the brains God gave to a dead goose'. Gladiator is surprised: 'And still you speak? The battle-madness has surely taken your mind'. He suggests to Rogue that she stay down, lest it take her life as well. Rogue grins, her face cut and bloodied, as she tells Gladiator that she isn't the one getting taken. 'While you and I was scrappin' the best thief in the galaxy just stole your ship. But don't tell him I said that' Rogue jokes, adding that it is liable to go straight to his head. Enraged, Gladiator spins around, wide-eyed, he looks up to the sky and mutters something in his native tongue.
Inside the Shi'ar battle cruiser, Gambit and Death's Head are on the bridge, when the Beast joins them. 'Bout time you joined us, Chewbacca!' Gambit jokes, as the Beast reports that Lila Cheney is secured in the medical bay and on her way to a full recovery. 'Not that it matters, but – despite appearances – I've always been a Trek man' the Beast tells Gambit, who asks the Beast if he can boldly get them outta here. Pointing to a monitor, he reports that there is trouble coming up from planetside, as Gladiator flies towards his ship. The Beast looks over the control panel and declares that he just needs a moment to familarize himself with the instruments. 'Let's set phasers to -' he begins, as Death's Head suddenly slams a fist onto the control panel: 'Exterminate, yes?' he asks, as the cruiaer blasts an energy down towards Gladiator, striking the super-powerful warrior.
Gladiator falls back to the planet with a thud, and finds Storm, Psylocke, Wovlerine, Bishop, Rogue, Brand and the Ex-Brood waiting for him. Storm tells Gladiator that he has been an ally, but no longer, for the moment he saw these Brood as anything other than worthy of life, he made himself an enemy of the X-Men. 'Not a good place to be, bub' Wolverine points out. 'Finish him, Wind-Master!' the Brood called Openmind calls out, but Storm tells the Brood that Gladiator's lesson today was one of humility and acceptance. 'Yours is one of mercy' she adds, before Storm informs the Beast that they are ready. The X-Men and the Brood are then teleported off the planet, as Gladiator's teammates rush to their leader. 'Praetor, they're escaping!' Starbolt calls out. 'Let them' Gladiator replies, adding that they will not give chase this day, not where they are going. 'Where?' Smasher asks. 'Earth. Their home. And they don't know it yet...but right now, that is the last place in the galaxy anyone wants to be'.
Back at the concert, '...and that's for thinking those obnoxious gloves were a good idea!' Monet declares as she punches X-Treme across the fleeing crowd, where he lands on the stage behind the Professor and Forge. 'Children, please. Do not make the situation worse' the Professor pleads with them. 'With all due respect, Professor... I'm not sure they could!' Forge points out, as Random suddenly appears behind them, pointing his large weapon-arm at the Professor, 'Oh, trust me, pal – things can always get worse!' Random declares, while Chamber blasts Marrow back nearby. 'Hey, loser!' Jubilee shouts as she leaps towards Random, and fires some sparks at him: 'What's we tell you lameoids about taking pot-shots at the Prof?' she asks. Unimpressed, Random asks Jubilee 'Is that seriously your mutant power?' to which Jubilee replies 'That was, uh...that was a warning, bub. You ready to settle down?' Juiblee asks nervously, when suddenly, Random is yanked skyward by Monet. 'Hey! I had it under control!' Jubilee exclaims. 'Of course you did' Monet replies. 'After all, you're an X-Man' Monet adds as she drops Random onto a tent. 'Gotta admit, love. She's all right' Chamber tells Jubilee. 'I admit nothing!' Jubilee exclaims.
Suddenly, 'What is going on here?' a voice calls out. Everyone stops what they are doing and looks over to President Robert Kelly, who asks them if they have lost their minds. His guards aim weapons at everyone, as Kelly walks over to X-Factor, and remarks that, against his better judgement, he signed off on this “Lilapalooza” because he was assured it would promote unity between humans and mutants. 'But you've allowed it to descend into a full-blown riot!' Kelly declares, pointing a finger at Havok. 'It wasn't our fault, Mr President. When the X-Men vanished, the crowd got out of control, and -' Havok starts to explain, but Kelly interrupts him, reminding Havok that it his job to keep things under control. 'I shouldn't have to remind you that X-Factor exists because my administration pushed for it – and right now, I'm strongly reconsidering that' Kelly snaps. 'At least tell me you have something, Forge. Where are the X-Men?' Kelly asks. 'Mr President, I -' Forge begins, when suddenly, one of his devices emits a pinging noise. He looks at his scanner, and reports that he thinks the X-Men have just re-entered the solar system.
Thailand, where Trevor Fitzroy and Shinobi Shaw are onboard a large yacht, where Shaw is reclining back on a sofa with two women, as other partygoers enjoy themselves. 'We've been out here for weeks, Shaw. We missed the last meeting. We're probably banned from the game by now!' Fitzroy exclaims. Shaw tells him to lighten up and to look around. 'Who wants to spend all day thinking up ways to kill the X-Men when you could be playing shuffleboard with Miss November?' Shaw adds that Fitzroy is from the future, and asks him how he doesn't already know who wins the blasted tournament. 'The future's not set in stone. When Bishop and I traveled into the past, things changed- I have no idea whats going to happen next' Fitzroy explains. As if on cue, the ship's anchor is suddenly thrown up through the deck. 'Blazes!' Fitzroy shouts, surprised. 'My boat -' Shaw begins. 'For instance' Fitzroy mutters, as their captive teammates, Fabian Cortez and the von Strucker twins appear, along with Cassandra Nova, and a man with long white hair wearing a white and gold costume. 'Magneto?' Shaw gasps before Shaw asks him what he wants. 'The peaceful coexistence of all living things' Joseph replies, adding that he will settle for the Gamesmaster's whereabouts. 'How do I find him?' Joseph enquires. 'Oh, he's much closer than you think, young man' a voice announces. 'Who -?' Joseph asks. 'You!' Cassandra Nova exclaims as they turn to see Apocalypse, Mystique, Bastion and Exodus on a platform, hovering overhead. 'My dear nova, how you've grown' Apocalypse remarks. 'You're behind this plot to slay the X-Men?' Cassandra asks. 'But the whole world watched you die in Westchester!' she exclaims. 'An understandable misreading of events. But no...despite the X-Men's best efforts...I survived' Apocalypse replies. 'And now, with your help...so might the mutant race' Apocalypse tells Joseph. 'Cassandra told me about you. How you created her to be a weapon against the X-Men. You're not one of the good guys!' Joseph declares.
'Good. Bad. Meaningless words used to describe lesser beings' Apocalypse replies, boasting 'I am He who was born to save the world' and asks Joseph if he will join him. 'Don't you normally keep things to just Four Horsemen?' Joseph asks. 'Once, perhaps. But no longer do I see myself as the Coachman of Armageddon. Another has taken the reigns...I have seen tomorrow, Joseph. And he strides across the cosmos as if it were sand. He believes himself to be our end...I know otherwise' Apocalypse declares, announcing that the time for Horsemen is over – as he needs disciples!