From his headquarters, Apocalypse and his hellhound Caliban watch how Cameron Hodge, in a battle suit, is attacking X-Factor. Caliban points out that, due to Hodge’s enforced silence, X-Factor will believe Apocalypse is behind the attack. Apocalypse boasts that they will know it is him. Hodge is only a tool. As is he, Caliban admits. As is the Ship. As once was Death. Apocalypse agrees he has a use for tools, even unwilling ones. He is counting on that fool and his hate to destroy X-Factor.
Fused into a battlesuit, masked and without vocal chords, Hodge silently curses Apocalypse, even as he attacks the mutants, vowing that when this is over, Apocalypse will pay.
As they dodge his attacks, Iceman asks if Ship can help. But Ship can barely do anything, thanks to the strange data outputs it is suffering.
Blasting Hodge, Cyclops orders Marvel Girl to protect baby Christopher.
Hodge figures he knows X-Factor well enough to exploit their weaknesses, their greatest weakness being Cyclops’ son. The tentacles try to grab the baby. Jean telekinetically keeps them back but barely as the tentacles have repulsor fields. Cyclops blasts him again but the blast is reflected onto Archangel and hits his wing. He falls and Hodge sneers as he ricochets Cyclops’ blasts at the others. Though he intends to kill them all, it is Warren he hates personally.
His tentacles grab Archangel. Jean shouts at him to drop him but finds her TK cannot free Archangel. He uses his wings to slice the tentacles and figures Apocalypse is behind all this.
Hodge silently bristles that Warren doesn’t acknowledge him as the true threat. He fires several flechettes at Cyclops, who manages to deflect them, but Jean cannot stop them and is hit on the head by one. As she falls, she still manages to surround the baby in a protective forcefield.
Cyclops tries to grab his son and is hit by a tentacle. Iceman on an iceslide manages to grab the baby.
Archangel insists their foe’s weapons are similar to his. It must be Apocalypse. Beast is not quite certain. Hank tries to get at their foe’s mask but is swatted away. He shouts at Iceman about his belt. Bobby realizes what he means. He wears the belt to keep his power down, but it also goes the other way. He begins to freeze their foe up and Hodge realizes he poses the biggest threat. He attacks Iceman, who throws the child towards the others.
Hodge sees what the mutants don’t, that Christopher protects himself with a forcefield, revealing his own power. As Hodge fires at Beast, Warren tries to save the blissfully unaware infant.
Watching the battle, Apocalypse opines that all have fallen, save for Death and the infant. It is all but over. Caliban observes he sounds almost sad. He can stop this. Apocalypse admits he believed X-Factor were worthy examples of what humanity may become. He had hoped… but no, because they failed Ship will answer the call and make its journey devoid of life. In time, there will be others.
Fighting tentacles, Warren shouts at Beast to wake up. Christopher is up there! Beast gathers himself and springs into action, while Hodge tries to tear out Warren’s wings once again.
Beast sees Christopher atop their foe’s head, his carapace somewhat opened. He believes that he and Iceman caused the damage, unaware that it was caused by the baby’s forcefield. He grabs the child and takes him away, while Archangel frees himself and rambles about Apocalypse, much to Hodge’s displeasure.
Archangel flies toward him and slices the top off the carapace. Before they can see who is under it, the armor is transported way and teleported to Apocalypse’s lair.
Caliban points out his Death succeeded. Apocalypse tells Hodge he failed, therefore he will not equip him with a new, superpowered body. But perhaps it was inevitable: by concentrating on Death and X-Factor his focus was too narrow. He ignored another target, one that his Right might have found profitable. Meaning what? Hodge demands. Apocalypse replies he has been watching Genosha closely. Humans there have made mutants their slaves. Are the many mutants not greater that those five specimen? Six counting the child, he adds.
All mutants must die, Hodge decides. And yet, as tools, mutates may have their uses. He promises to give the matter some thought and teleports away.
Apocalypse grins and hopes his hate of mutants may prove as useful to Apocalypse as it has in the past. Caliban asks why he let him escape. To return to the Right as his tool, Apocalypse replies. His attacks will in time force mutants to grow stronger. Caliban points out Hodge failed and X-Factor survives. Does that mean Apocalypse too has failed?
Elsewhere, Cyclops asks if Beast has learned any more about the data Ship is sending. He is working on it but getting nowhere. He mentions when he reached for Christopher before he saw him glowing. Could he have a forcefield? Scott doubts it and points out he is too young to manifest any powers. Jean suggests he was lit from the robot’s glow or whatever was driving that thing. Archangel insists Apocalypse is behind this. That thing knew his worst fear: that he’d never fly again. Bobby agrees. The robot certainly came armed against them, and it worked until it went too far. Warren muses those demon wings may not be all bad.
Suddenly, there are tremors throughout Ship and they lose balance.
Apocalypse and Caliban watch as Ship flies away. Apocalypse announces X-Factor were his finest creation and therefore he was loath to lose them. He is pleased they succeeded in defeating Hodge. He adds that he doesn’t know where Ship is going but its creators – the Celestials – are calling it home.
Caliban asks what Celestials are. Giant beings like gods who judge worlds and destroy the unworthy. He met them long ago and took the sampling device they left behind for his own. It became his Ship and taught him many things. When he gave it to X-Factor, he planned to send them to the Celestials as examples of the best Earth had to offer. He hoped this might buy Earth time, before they returned to judge the planet. Now it is out of his hands. If the Celestials find them of interest, it may buy Earth time it needs for more of the strong to emerge. If not, then he may well have condemned Earth…
