In Egypt, a lizard is shown crawling on the sand. Then there is a flash in
the sky and one of Apocalypse's transport vessels shows up and blows away
the sand. The third pyramid is revealed. The vessel lands on top of the
pyramid. The door opens and Apocalypse floats out into the air and creates
another dome around the third pyramid.

Next, Mesmero is in his circus tent. He is reading in the newspaper about
the appearance of the "third mysterious dome" and laughs to himself. All of
a sudden, Wolverine's bone claws slash through the tent. Mesmero gets up and
back away, but then Wolverine makes a big hole in the tent right next to
where he is standing. Logan says: "I can read palms too, bub, and your future
isn't looking too good".

Mesmero runs out of the tent, frightened, when suddenly he is blown away by
a telekinetic blast. His back is against a circus stand, and he is trapped.
Then Jean floats down in front of him. She greets him, and tells her that
they are too late and that they cannot stop evolution.

There is a cut to Xavier's mansion, where Mesmero is strapped to a chair.
Around him are Xavier, Ororo, Logan, Hank, Jean and Scott. Jean says that
she scanned Mesmero's mind and that it seems that Apocalypse abandoned him.
Mesmero yells that she is wrong and that apocalypse will come back for him.
The professor says tells him that he owes Apocalypse nothing and asks him to
tell them what he is planning. Mesmero sighs. Xavier tells him that if he
will not tell them, he will take the information out of his mind. Mesmero gives
up and tells them that Apocalypse is planning to awaken the X-Genes of all
humanity, transforming most in to mutants. Storm asks him what does he mean
by "most", and he answers that many will not survive. Beast asks how do the
pyramids fit into this plan, but Mesmero says that he already said too much.
Xavier puts his hands on Mesmero's head and scans his mind. Flashes of three
pyramids and Apocalypse transforming energy into a device of some kind are
shown. Xavier says that there are three pyramids powered by the sphinx and
that Apocalypse is ready. He leaves the room with Storm. Jean looks at them,
sadly.

In the Blackbird hanger, Xavier is wheeling to the plane as Storm flips a
few switches. Jean show up, calling for the professor. He asks her what is
she doing there, and she asks him if he is going to confront Apocalypse. He
confirms, and she is worried that the same thing that happened to Magneto
will happen to him. He tells her that while Magneto attacked Apocalypse, he
is simply going to communicate with him. Jean doubts that Apocalypse will
listen, but Xavier replies that opening a dialogue is the first step to a
peaceful resolution. Jean offers to go with him, saying that two telepaths
have a better chance than one, but he declines, saying that if anything will
happen to him, he needs her with the X-Men. He enters the Blackbird, and she
asks him if he is coming back. He says that whatever happens, he needs her to
remain strong, for everyone. She wipes her eyes as the Blackbird closes. The
Blackbird flies out through a secret tunnel.

Back in Egypt, Apocalypse's vessel is in the main room of the Sphinx. It
opens up and Apocalypse comes out. He touches some sort of a surface, which
causes another big temple to appear underneath the Sphinx.

In the Blackbird, Storm informs Xavier that they are entering Egyptian
airspace.

Back in the Sphinx, Apocalypse grabs some sort of a machine and moans in
pain. His eyes begin to glow.

The blackbird lands in front of the Sphinx. Xavier tells Storm to stay
inside the Blackbird and to run away quickly if things go badly, but she
refuses, saying not to ask her such a thing because she will not do it. Xavier
wheels down from the Blackbird and puts a cerebral headgear on. Storm,
inside, is talking to Beast through a videophone. She tells him that Xavier
activated the cerebral headgear.

In the Cerebro room in the mansion, Beast is sitting in the chair. The
hologram of Storm is replaced by Xavier's, and Beast informs him that his
powers are at full amplification. Xavier thanks him and asks him to keep the
chamber locked from the Students. Beast replied that it's a little late; he
looks over his shoulder and sees Cyclops, Jean, Nightcrawler, Shadowcat and
Rogue. Jean tells Xavier that they will not let him go through this alone, and
he thanks them.

Inside the Sphinx, Apocalypse takes his hands off the device. He is now
looking more robotic and similar to his comics' version. He floats out of
the Sphinx, above Xavier. The X-Men are shocked to see his new form. Xavier
introduces himself telepathically, and Apocalypse answers that he knows who
he is (also telepathically). The professor tries to convince him
telepathically to stop his actions, but Apocalypse refuses, saying that
Xavier will not stop him. Telekinetically, he removes Xavier's headgear, and
then levitates him. Suddenly, the sky darkens and lightings shoot. It is
Ororo, flying behind them. She screams at Apocalypse to leave the professor
alone. Then she hits Apocalypse with lighting, and angrily he makes her glow
oddly. Then Xavier begins to glow too, before they both disappear.

Back in the mansion, the X-Men gasp in shock and horror. Jean runs out,
crying, and Scott runs after her. Jean tells him that both she and Xavier
knew this would happen, and that she should have stopped him. Scott tells
her that there is nothing she could have done. She continues to cry, and
they hug.

A SHIELD helicopter lands in front of the mansion. The door opens and Nick
Fury comes out. Logan asks him what this is about. Fury says that he knows
what is happening, and that they witnessed it too. He tells Logan that
they are ready to take measures and asks him not to interfere. Logan asks
what measures as they walk into the control room, where Scott, Jean and Hank
are. Fury asks to see a visual of the Sphinx, which Beast does. Three
Sentinels appear on the screen. Logan angrily grabs Fury by the collar,
saying the Sentinels will only make a bigger mess of this. Fury says that it
was not his choice, and Logan drops him. Fury explains that the Sentinels
will target Apocalypse, so they are the best defense.

The Sentinels shoot lasers at the Sphinx until Apocalypse comes out. One of
them attacks Apocalypse, who replies by turning his arm into a cannon and
attacks back. The Sentinel attacks with his chest cannon and hits, much to
Apocalypse's surprise. Still, he dives straight into the Sentinel, takes
control over it, and uses it to knock out the other two.

Beast asks Fury if that is their best defense, and Fury answers that they are
only a diversion. Rogue, Shadowcat and Nightcrawler walk in and Fury tells
Beast to show all three domes. The screen splits to four: one for the Sphinx
and one for each dome. Fury says that these new Sentinels can attack the
domes with atomic sub-dividers. Beast says that it is brilliant, but
Wolverine is doubtful.

Apocalypse is finished with the Sentinels, but then sensing the other nine
Sentinels attacking his domes. His hand begins to glow. In the main room of
the Sphinx, four glowing shadows rise and start walking out of the Sphinx.
The door opens up, and Apocalypse tells his horsemen that they are needed.
The horsemen are revealed to be Magneto, Mystique, Xavier and Storm. Xavier
is walking, and all four have possessed eyes and strange markings.

In the mansion, everyone crowds around the screen, shocked to see the four
are alive. Apocalypse sends them to defend the pyramids, and they get on
four glowing statues shaped as horse-heads. All but Mystique rise to the
air. Mystique stays at the Sphinx.

In the Egyptian pyramid, Xavier shows up behind a Sentinel. The Sentinel
tries to attack, but Xavier dodges the blast and cuts off the Sentinel's arm
and head.

In the Chinese pyramid, Storm appears behind the Sentinels. She avoids their
blasts, and attack.

In the Mexican pyramid, the three Sentinels are magnetically thrown at each
other by Magneto. One of them explodes.

Back in the mansion, Fury tells the X-Men that if the Sentinels fail, than
they are the last option. Wolverine says he already has a plan and tells Fury
to get them some helijets. He then says that they need four teams – one for
each dome and one for the Sphinx. He orders Shadowcat to recruit the
Brotherhood, and Nightcrawler to find Spyke. Kurt and Kitty leave. Logan
tells Cyclops and Jean to find anyone else they can think of, and then
orders Rogue to come with him.

In the Brotherhood house, Kitty and Lance are talking at the door. He
refuses to join, but she asks him to at least ask the others. He asks them,
but they don't respond, as Pietro and Fred are sleeping and Todd is busy.
Lance tells Kitty to forget it, saying that if Magneto could not do it, what
chance do they have? He shut the door and goes upstairs, as Wanda shows up.
She opens the door and runs to catch up with Kitty.

At the mansion, three helijets and the X-Jet rise and leave in different
directions.

In Mexico, a Sentinel succeeds in destroying the dome. Magneto destroys the
Sentinel.

In China, Storm crashes a Sentinel with lighting and starts using wind, but
the others succeed in destroying the dome before being swept away by it.

In Egypt, Xavier destroys a Sentinel, and then another one destroys the
dome.

Beast is watching everything from the jet. He tells everyone that the
horsemen had their powers greatly enhanced, so this is going to be "the
fight of our lives."

Back at the Sphinx, there are three scorpions, which then combine to reveal
that it's Mystique. She then turns into a bird and starts flying around.
Inside, Apocalypse is looking at three holograms of the pyramids. Then he
moves his hand and holograms of Egyptian symbols appear.

In Mexico, Magneto is battling a Sentinel. He tears it to pieces with his
powers, and it explodes.

In china, Storm defeated all Sentinels.

In Egypt, Xavier uses a psychic blast to finish off the last remaining
Sentinel. He looks around and sees a helijet landing by. The door opens to
reveal Jean, Boom-Boom, Multiple, Magma and Colossus.

Near the Sphinx, the X-Jet lands. Coming out are Cyclops, Wolverine and
Nightcrawler.

In China, a helijet lands near Storm. When the door opens, Beast, Iceman,Berzerker and Spyke are shown.

In Mexico, the last helijet lands. The door opens, showing Shadowcat,Sunspot, Havok, Angel and Scarlet Witch. Magneto watches them.