The Shi'ar sovereign-class destroy K'ythri's Wrath, newly liberated by the X-Men, soars through space en route to Earth. Inside the vessel are X-Men Storm, Beast, Wolverine, Psylocke, Rogue, Gambit and Bishop. Intergalactic entertainer Lila Cheney, commander of SWORD Abigail Brand, space mercenary Death's Head and the X-Brood – Openmind, Sharpwing, Hardside, Fastskin and Phader.
The Beast declares that the technological marvels of the Shi'ar never cease to amaze him. 'To think that only a few hours ago, we were trapped on the far side of the galaxy!' Brand tells him that space is nice and all, but that he has to admit that there is no place like him. 'The X-Brood agree, leader Brand. We look forward to visiting a world that will not gate or fear us, as our own people do' Openmind announces.
Wolverine smirks and tells the Brood that he has some bad news, as Earth ain't exactly got the best track record where extraterrestrials are concerned. Storm sits in the command chair and tells Wolverine not to give them cause for worry. She adds that, as mutants, the X-Brood will have the protection of the X-Men, and no harm shall befall them.
Rogue informs everyone that it looks like they are coming back up on Earth. Suddenly, she looks worried: 'But, uh, Ah just got one question...what the heck is that?' she asks as a large hand emerges through a portal in orbit around Earth.
'He is called Xodus, the Forgotten' Apocalypse announces on Shinobi Shaw's yacht in Thailand as he stands before Joseph and Cassandra Nova. Apocalypse explains that Earth is not the first planet to produce their kind, and that in ancient times, even when humanity had yet to take its first steps upon land, a race known to history as the M'Kraan gave rise to what are now called mutants, but when they evolved a step beyond that, they became Celestials! Apocalypse continues, explaining that Xodus was the most fearsome of these cosmic mutants, known then as Harvester, for he knew that the rise of mutants on other worlds made it inevitable that some race would eventually rise to replace the Celestials, and so wherever mutants flourished, Xodus would arrive, leaving only destruction in his wake. Apocalypse reveals that the other Celestials found Xodus' indiscriminate destruction to be unscientific, at best, and in a fierce battle, he was banished to a dimension beyond this universe, trapped forever and forgotten.
Apocalypse concludes by reporting that the cosmic forces can only be be allayed for so long, and that his return was inevitable, and hastened by a sudden weakening of the fabric of their universe. Joseph and Cassandra Nova listen, while the Upstarts – Shinobi Shaw, Trevor Fitzroy, Fabian Cortez and Andreas and Andrea von Strucker are held captive.
'Let's say I believe you, Apocalypse... a mad space god tearing his way out of a black hole still doesn't explain why your Upstarts have been tormenting the X-Men' Joseph remarks, asking if Apocalypse and the X-Men shouldn't be working together. Apocalypse announces that he has spent years honing the X-Men upon the anvil of conflict, and claims that he has forged them into a force that will not only survive the coming of Xodus, but lead mutantkind against him. 'And your belief matters less to me than the choice you find yourself confronted with, young Joseph' Apocalypse remarks, asking Joseph to join him, or watch all of this planet fall – mutant and human alike. 'Will you be the survivor this world needs?' he enquires.
Westchester, the Lilapalooza concert is now well and truly over, but the concert-goers are still hanging around, although the X-Men students and X-Factor have things under control. President Robert Kelly stands near Professor X and Forge, and shouts 'Where are they, Forge? It's been almost half an hour. I thought you said the X-Men were back!' Checking his scanner, Forge points out that he said they had “re-entered the solar system” and tells the President that space is a big place. 'As I'm sure you've heard' Forge mumbles, adding that the X-Men are close – less than 1,800 kilometers away. Suddenly, his voice trails off. 'Something wrong?' the Professor asks. Forge points at the scanner, which depicts a large hand. 'I was tracking the X-Men's progress, when... this showed up' he reports. 'I'm not the technical marvel you are, Forge, so forgive me if I'm mistaken, but that certainly looks like...' the Professor begins, when Strong Guy shouts 'A giant arm! There's a giant space arm in the sky!' as he grabs his head and starts to run, as to the frantic concert attendees as Xodus reaches through a portal, his hand appearing over the concert grounds.
'Evacuate the area in an orderly fashion!' Polaris instructs the concert attendees, but they run in all directions, and Wolfsbane points out that if they don't stop them, someone is going to get trampled. 'No pushing! No shoving! No – hey, Jamie! A little help here, huh?' Havok calls out to Multiple Man as someone pushes past him. 'Sorry, boss. I'm fighting the urge to join the stampede myself. What the heck is that thing up there?' Multiple Man asks, engrossed in the giant hand. The Professor concentrates hard and tells forge to see to his students while he calms the crowd. M, Dead Girl, Jubilee and Chamber watch as the Professor starts to use his power. 'You can't. You're still recovering' Dead Girl calls out. 'Let the man do his thing' Jubilee tells Dead Girl, but Chamber points out that there are too many of them and the Professor isn't even close to a hundred percent. 'No way he gets these guys to... chill out?' Chamber asks, surprised as the concert-goers all walk in an orderly fashion. 'Please do not be alarmed' the Professor tells them telepathically.
The mutants who were attending the concert – Random, Marrow and Maggott – are all calm now as well, glazed-over expressions on their faces. X-Treme hasn't fallen under the Professor's power, though and he tells his companions to fight it. 'Don't let the old man get inside your -' he begins, before he walks into Bishop, bouncing off him, X-Treme falls to the ground, as Storm, Wolverine, Psylocke, Bishop, the Beast, Rogue, Gambit, Brand, Lila, Death's Head and the X-Brood re-materialize. 'What the blazes?' Wolverine asks. 'This is Lilapalooza! We're back on Earth – but how?' Bishop wonders. 'I believe the answer, my inquisitive friend, rests in yon automaton's arms!' the Beast exclaims. Holding Lila, Death's Head asks her if she saved them. 'Don't sound so surprised, ugly. I managed to teleport us off the starship' Lila announces. Storm points out that it is not a moment too soon. 'A second longer and we'd have crashed into the arm of that...that...' Storm's' voice trails off, as Gambit adds 'That thing up there got you just as tongue-tied as the rest of us, Stormie'.
'Oh, of course you glory hounds decide to show up now!' X-Treme complains, adjusting his jaw. 'Can't have the end of days without the X-Men, can we?' he mutters. 'Not sure I like yer tone, kid. Definitely not digging yer look' Wolverine snarls, popping his claws towards X-Treme's face. 'Wolvie!' a voice exclaims. 'You're alive!' Jubilee shouts as she rushes over and leaps into Wolverine's arms. 'Mind the claws' Wolverine tells her, while Jubilee declares that she is so happy to see them. 'Good to see you, too – all of ya'll – but ain't you under house arrest?' Wolverine replies. 'Rules are made to be broken, Wolverine. As you are well aware' the Professor remarks, rubbing his head, before Storm reports that Fabian Cortez ambushed them and sent them across the stars. The Professor tells Storm that he knows, and that he and Forge have been putting together the pieces, trying to figure out why he would do such a thing. 'A failed assassination attempt following so close to the attack by Alpha Red...this cannot be a coincidence' the Professor decides, before looking over at the X-Brood, he tells Storm that he sees she has made some friends. Storm confirms that they did, and introduces the X-Brood as brave warriors, before motioning to Abigail Brand, the head of SWORD. ''Sup. Big fan' Brand replies.
Storm looks up at the sky, where Xodus now has both arms through the portal. She tells the Professor that she is delighted to be home, but that perhaps they should discuss more dire concerns. 'Like my payment, yes?' Death's Head asks. 'You're ridiculous! Or did you just miss the giant planet killer in the sky?' Lila asks as Death's Head puts her onto the ground. 'I've seen bigger' Death's Head boasts. 'That thing up there, I think I might know what -' Abigail Brand starts to announce, but President Kelly interrupts her: 'Not another word, Commander!' he exclaims, pointing out that that is classified SWORD information, strictly need-to-know. 'No offense, Sir, but... doesn't this qualify?' Brand asks. 'Not when we're surrounded by members of a hostile alien race' Kelly declares, turning to the X-Brood, he declares that for all they know, the Brood could be responsible for this. 'No, this is not us' one of them responds.
Havok steps forward and tells the President, with all due respect, that Abigail Brand is the world's foremost expert on extra-terrestrials. 'We can trust -' he begins, but Kelly interrupts him: 'Don't lecture me on who's an expert and who's not, Havok – I hired Brand!' the President exclaims. 'Mr President, please. The X-Men saved -' Brand begins, before the angry President points up at Xodus, and asks Brand to correct him if he is wrong, 'But isn't it your job to protect Earth from threats like that?' He asks Brand what she is still doing here, and tells her to report back to the Peak with those things in custody. 'And take the bounty hunter with you while you're at it!' Kelly snaps. 'Freelance peacekeeping agent!' Death's Head corrects the President. 'I wasn't talking to you!' Kelly shouts. 'Never more proud to be Canadian' Wolverine remarks, ready to move in, but Openmind holds himself in front of Wolverine, and tells him 'No, Logan friend. He is only protecting his kind'. Openmind announces that they will go with Brand, adding that she made the promise that they will not be harmed. 'She will give us safety. And we will help however we can' Phader declares. 'Fine. Never liked this planet anyway, yes?' Death's Head remarks.
'Peak Command, prepare to bodyslide by seven' Brand communicates to the SWORD station, assuring the President that she will keep him updated on the situation. 'See that you do' President Kelly tells her, before Brand, Death's Head and the X-Brood are teleported away. 'Oh, are you still here?' President Kelly mutters as he turns around and sees the X-Men and X-Factor. 'You know something about that apparition in the sky, don't you?' the Professor asks, to which President Kelly reminds the Professor that reading a government officials' mind if a federal offense. 'The Professor did no such thing!' Rogue exclaims defensively. 'Of course I didn't, Rogue' the Professor assures her, pointing out that one doesn't need to be a psychic to recognize fear. The Professor tells the President to let him help him. 'I know we haven't always seen eye to eye, but I implore you – Earth is home to both man and mutant. We want to protect it just as much as you, my friend'.
'Is that what you think this is about?' President Kelly asks, waving his finger at the Professor, while Polaris, Jubilee, Havok, Wolfsbane and Storm look on. 'I may have mistrusted mutants at one time, but I saw the error of my ways during the Westchester Wars. No, this isn't about not trusting mutants – I just don't like you!' Kelly shouts. He is completely worked up and continues: 'You've always claimed to be our protectors, but what have you really done? You react. You respond. You help to minimize the crises that you create. You're so caught up in petty squabbles and love triangles that you never see the bigger threats to the entire planet – even when they're hanging directly over your head' he declares, pointing up at Xodus, whose upper body has now passed through the portal. Kelly reaches into his pocket and pulls a small symbol from it. 'You say you want to help, but you and your X-Men only ever make things worse'. President Kelly holds the symbol up, and it creates a large, matching symbol nearby, which radiates with energy. 'So, no – I reject your particular brand of “help” Professor X! It's time we entrusted the safety of the planet to another. Someone who doesn't dream about the future, but shapes it'.
Shocked, the Professor asks 'Robert... what have you done?' as from the symbol a portal opens, and from it, Apocalypse appears, flanked by Bastion, Exodus, Mystique, Shinobi Shaw, Cassandra Nova, Fabian Cortez, Trevor Fitzroy, Andreas and Andrea von Strucker, and Joseph, who hovers above them all, wearing a helmet over his head. 'He did what all men do in desperation Charles – he called upon a higher power!' Apocalypse announces. He tells the X-Men that it pleases him to see that they have all found their way home safely. 'For, indeed, we have much to discuss...and precious little time to do so' Apocalypse informs them. 'Apocalypse... alive?' Havok gasps. 'And Magneto... what is this?' Storm asks. 'Nah, Storm. That ain't Magneto' Rogue declares. 'Coulda fooled me' Jubilee remarks, while Lila points out that they now know who Cortez was working for. 'Fenris, too' Bishop adds. Xavier tells the X-Men to be steady, reminding them that in the past, Apocalypse alone has fought them to a standstill, and now, it would seem, he boasts an army of their deadliest enemies. 'This is not the time for rash -' Xavier begins, before Jubilee asks 'Hey... where's Wolvie?'
At that moment, Wolverine is lunging towards Apocalypse, and slashes his claws across the uber-mutant's chest. 'How predictable. Joseph, if you would' the unimpressed Apocalypse remarks. Joseph complies, blasting Wolverine back towards Polaris and X-Treme, he tells the X-Men to calm themselves, and that Apocalypse is not their enemy this day. 'No sense in letting Logan have all the fun!' Gambit declares, releasing some kinetically-charged playing cards towards the X-Mens' foes, while Rogue approaches Mystique and tells her that she wasn't expecting a family reunion today. 'Wish Ah could say it's good to see you, “Mama”!' she adds, while Mystique tells Rogue that this is not what she thinks. 'So you ain't working with Apocalypse?' Rogue asks. 'How many points is it for the kids again?' Andrea von Strucker asks her brother as they move towards Chamber, Dead Girl, Wolfbsane and Jubilee. 'Come now, sister. The game is over. Now we're just fighting to get to the – ugh – “team-up”!' Andreas replies. 'As if, dweebs!' Jubilee declares, blasting some fireworks at the Fenris twins.
'Stay on him!' Havok calls out to Strong Guy and Multiple Man as he firest plasma energy at Exodus, who tosses Strong Guy aside with ease, over a pile of Multiple Man dupes. 'We're trying boss!' the dupes call out. Bishop fires his weapon at Fitzroy, and vtells him that it has been too long. 'I'd say “I've missed you,” but – I never miss!' Bishop boasts as his weaponfire strikes Fitzroy, who is encased in armor. 'You don't get it, Bishop – Apocalypse is the only future we've got!' Fitzroy exclaims. 'I don't know why Jubilee was complaining so much. Being an X-Man's not really that difficult, is it?' Monet boasts as she breaks free of the mechanical cables that Bastion trapped her in. 'Oh, don't worry – it always gets worse' Bastion warns her as he fires a weapon from his mouth. Cassandra and Psylocke battle on the Astral Plane. 'I don't want to hurt you, Psylocke, but you must listen' Cassandra calls out, as her astral form fires a gun at Psylocke, whose Lady Mandarin astral form blocks the weapon. 'Hurt me? Clearly you don't remember what happened last time we met, Nova' Betsy replies.
The Beast has wrapped an arm around Fabian's neck and tells him to be careful. 'If you enhance my mutant powers, you might lose more than your teeth!' the Beast exclaims. 'Get off of me – wait, “teeth”? What do you mean?' Cortez asks, confused. 'Too easy' Lila declares, as she rlams a guitar into Cortez's face. 'What is this, Apocalypse?' Xavier calls out as he looks up at the towering mutant. 'Our last stand! The apex of all my lifetimes!' Apocalypse announces. “Survival of the Fittest” he quotes his mantra, explaining that it was never a philosophy meant only for him, but that he recognizes words alone will not convince Xavier, as there is too much between them. 'So from one visionary to another, I ask that you see what I see...look inside my mind. Just this once, I open it freely – to you alone!' Apocalypse offers. Xavier grits his teeth and warns Apocalypse that he will not be deceived. 'If this is another one of your twisted -' Xavier adds, to which Apocalypse interrupts him: 'I said look, Xavier!' Apocalypse shouts.
Horrified, Xavier enters Apocalypse's mind and several images flash at him: 'Good Lord. You know... this is it... the end'. Xavier calls out to the X-Men, telling them to stop. 'We must not fight! Heaven help me, it's all true! Apocalypse is our only hope!' Xavier announces. Apocalypse puts a hand on Xavier's shoulder and tells him to stand aside and let him lead them now. He adds that he knows an alliance will not be easy, but that they do what they must. 'Yes...this is survival' Charles agrees, when, suddenly, a massive blast is fired, straight through the middle of Apocalypse. 'No' a voice calls out. Apocalypse falls to the ground, in front of a newly arrived team of heroes – X-Force! Shatterstar, Domino, Archangel, Deadpool and Feral stand their ground, as their leader Cable declares 'This is war'.