Professor X, Magneto, Storm, Beast, Cyclops, Jean, Nightcrawler, Colossus,
Shadowcat, Iceman, Quicksilver and Pyro are trapped in the secret
underground chamber of the Sphinx in Egypt. Magneto orders Pyro to light the
room, and he fires. In the new light, they see a statue with an axe about to
slice up Cyclops, but he jumps out of the way and fires an optic blast. The
statue tries again, and this time hits a pillar, making some rocks fall.
Colossus grabs a big stone before it falls on Shadowcat, but the weight is
too much for the floor to take – Nightcrawler, Colossus and Shadowcat fall
through the hole. The falling rocks block Cyclops, Quicksilver and Pyro and
separate them from the others. The floor collapses there too, and they fall.
Beast tries knocking down the statue, but it doesn't work, and more pillars
are hit, making the floor collapse more. Magneto saves Xavier and floats
them away, and Jean saves Iceman from falling. Another bird-headed statue
tries slicing Iceman, Jean and Storm, but they dodge it. Still, the rocks
hit them. A panel separates them from the others. Another panel traps
Magneto, Xavier and Beast.

Pyro lights the chamber he fell into, and finds statues there too. Cyclops
says they have to find a way out, and Quicksilver speeds off to find one.
The statues wake up, and Cyclops and Pyro try to fight them off, with no
success.

Storm tries to wake up the unconscious Jean before the statue gets to them,
as her lightning has no effect on it. Iceman ices up the stairs, making the
statue slip. He then freezes the statue solid in a block of ice. More
statues come, though, and Storm creates fog and attacks while Iceman tries
to wake Jean.

Colossus is alone, as Shadowcat and Nightcrawler are trying to find an exit.
They return, after finding nothing but more tunnels. Colossus decides that
in that case, they have to find the others, and starts leading them through
the tunnels.

Beast tries contacting Shadowcat through the radio, but it doesn't work. He
says that they must search for the others, but both Magneto and Xavier think
that they must not lose sight of the objective – the others have been
trained to take care of themselves. Xavier sends out a telepathic message,
telling them all where to find them. Magneto asks Beast about the
hieroglyphs on the walls, and Beast says that his Ancient Egyptian is a
little rusty, but he recognizes some of the symbols. He "reads" about an age
when the Pharaoh Rama Tut seemingly fell from the stars and brought with him
some kind of technology. He used this as a source of power to take control
of the land. During this time, a mutant grey-skinned infant was abandoned in
the desert to perish. The child's cries were answered when he was found by a
tribe of bandits ruled by a warrior named Baul - he saw the power in the
child and took him as his own. He named him En Sabah Nur which means 'the
first one'. Under Baul's protection and training, Nur became a powerful
warrior. His speed and strength were without equal. No one could touch him.
He was a natural. Rumors of En Sabah Nur's inhuman might had reached the
Pharaoh Rama Tut who saw Nur as a threat to his rule and ordered his
destruction. In the end, Baul and his army were defeated and only En Sabah
Nur remained. Since nothing could withstand his wrath, En Sabah Nur took the
name Apocalypse.

Cyclops manages to blast a statue's arm, and finds out the statues are
robotic. Quicksilver speeds back and says he found a way out, then speeds
around a statue, creating a small tornado that blows him through a wall. The
statue flies into where Iceman, Storm and Jean are trapped. Jean wakes up
just in time to help keep the statues away and blows one of them through the
wall. Jean flies to hug Cyclops, and Storm and Iceman follow her. Xavier's
message says that he's above them. Quicksilver reminds them about the way
out he found, and leads them through it.

Beast continues to read the origin of Apocalypse: Apocalypse hunted down the
Pharaoh, who fled, never to be seen again. He then discovered the source of
Rama Tut's power deep within these chambers. A vessel, and inside the
vessel, a device called the Eye of Ages. He mastered the secrets of this
strange technology to reshape the world in his own image. The Eye was
powered by Apocalypse himself, but when he activated it, his life-force was
nearly depleted, and it was then that he was betrayed. Fearful of the future
he planned, his trusted council sealed him inside. Apocalypse was entombed,
hidden in the highest reaches of the world, and then locked behind three
doors in the hopes he would never again walk the earth. Magneto, Xavier and
Beast realize, to their horror, that this isn't the tomb of Apocalypse, and
what's worse, they have no idea where it is.

Wolverine, Sabretooth and Gambit have found Mesmero's plane on a snowy
mountains in Tibet. Wolverine and Sabretooth sniff around and find
footprints of three people – Mesmero, Rogue and Mystique. Gambit suggests
the obvious – they can just follow the footprints instead of sniffing. They
start walking.

Shadowcat phases through a wall to check a room. Nightcrawler teleports in
as well. Shadowcat thinks they're close and suggests Nightcrawler to
teleport up and join the professor while she'll look for the other, but he
doesn't want to leave her alone with Colossus, saying he shouldn't be
trusted. Shadowcat says that he's not that bad, and just then Colossus
breaks his way in too, saying he grew concerned. Cyclops blasts another
wall, and he enters with the others. More statues attack. Cyclops, Iceman
and Pyro try firing them, but it doesn't work. Cyclops and Iceman run out of
the way, and Quicksilver saves Pyro.

Xavier, Magneto and Beast approach a door. They think that if Apocalypse is
not entombed there, at least answers must lie in that chamber. Magneto
breaks the doors, and they find Rama Tut's vessel – it's been buried under
the Sphinx for over five thousand years. Magneto opens the vessel, and finds
the base for the Eye of Ages. Xavier wheels in and finds a Cerebro
interface, with a helmet. Despite the risk, he puts the helmet on, trying to
find information. Wolverine contacts Beast, and tells him they tracked
Rogue, Mesmero and Mystique to Tibet. Beast tells Xavier and Magneto about
it, and Magneto says it makes sense - the highest reaches of the world -
that's where Apocalypse is. Beast asks for exact coordinates, and then tells
Wolverine that until they can get there – they have to stop them anyway they
can.

In Machalu Peak, Tibet, Wolverine, Sabretooth and Gambit drop their radios
suddenly and cover their ears. They fall to their knees and see Mesmero,
Mystique and Rogue further up the trail, walking away. They get up, and
Wolverine says that Xavier's mental block just saved their lives. Sabretooth
tells him that Mesmero was telling him to push him off the mountain, and
he's still tempted. Gambit separates them again and tells them both to jump
off the mountain.

In the Sphinx, the mutants manage to destroy a statue, as Shadowcat phases
it into the rock and Jean levitates Colossus to break its chest.

In Machalu Peak, Tibet, Mesmero, Rogue and Mystique enter the cave where
Apocalypse is entombed. Mesmero says that he brought the third and final
key, the shape-shifting mutant, Mystique. Mystique gets angry, as she was
told Rogue is the key. He says they are both needed in order for Apocalypse
to cross this threshold. She angrily says she agreed to bring Rogue there
because she was assured their futures would be secure, and he says
Apocalypse will not forget those who are loyal. She asks him why he didn't
enslave her like he did Rogue, and he says he was unable – her powers of
control are formidable. She tells him to remember that and asks what is
needed of her, and he tells her that upon entering through there, she'll
find the engraved sign of Apocalypse - she needs to place her hand upon it
and the door will open. Mystique morphs into a cobra, slithers in, morphs
back, and puts her hand on the symbol. The walls start spinning. She tries
removing her hand, but can't – she turns to stone. The walls stop spinning,
and the doors open. Rogue enters and walks to the Eye of Ages. Suddenly,
Gambit uses his powers to blow off the door, and he, Wolverine and
Sabretooth run inside. Mesmero defeats them all rather easily, though, one
by one, with his stick. Rogue touches the Eye of Ages, and Apocalypse opens
his eyes.

In the Sphinx, everybody manage to get to some doors. Cyclops blasts them,
and they all run into the room with the vessel. The statue comes after them,
but Magneto holds it in place as Cyclops, Pyro and Storm fire at it. Xavier
finds that the vessel was built on earth ages from now, in the future, and
it travels instantaneously – he knows how to operate it, and Beast knows
where to take it. Everybody enter the vessel.

In Tibet, Sabretooth at last manages to take out Mesmero. Rogue snaps out of
Mesmero's control, but Apocalypse is already awake, and drains out of her
all the powers Mesmero made her absorb - Magneto, Gambit, Toad, Blob,
Nightcrawler, Sabretooth, Shadowcat, Cyclops, Storm, Jean… When he's
finished, she faints, and Wolverine runs to her. Apocalypse levitates out of
the vessel.

In the Sphinx, the vessel closes and disappears in a flash of light,
reappearing in the cave in Tibet, where Wolverine tries attacking
Apocalypse, with no success. Apocalypse easily drops all mutants and enters
the vessel. Magneto tries stopping the vessel, but Apocalypse defeats him
too, closes the vessel, and disappears in a flash of light – they failed:
their greatest battle is just beginning.