Blink yells out to Holocaust. She’s very angry for what he did to Sabretooth. She points one of her teleportation daggers at him menacingly. She has already caused plenty of damage to his Infinite Processing Plant. Holocaust speaks to Blink telling her he’s sorry they’ve never met. Blink introduces herself and threatens him saying she’s going to be the X-Man to stop him and his genetic cullings. Holocaust explains that he knew who she was, but was sorry they never met until today. He is very impressed with her fighting capabilities and believes she is fit to live in Apocalypse’s world. However, he’s going to have to kill her for everything she’s done.
The battle begins. Blink teleports in behind Holocaust and starts “blinking” out sections of his life support armor. Holocaust is impressed once more by her style, but can tolerate it no longer. He snatches her out of the air and pulls a “fastball special”, throwing her towards her death, taunting her about Sabretooth. Blink is headed towards a brick wall at a horrifying rate of speed. Before impact, she uses her teleportation power to open a hole between her and the wall. She flies through it and reappears behind Holocaust, using the momentum to double kick him in the midsection. His suit cracks slightly and he falls down. Blink flips through the air and lands on top of him, defending Sabretooth’s character all the while. She brings a teleportation dagger right up to his facemask and he places his firing arm underneath her chin - they’re in a Mexican standoff. Blink recounts his murderous actions towards the innocents of the world and then asks him how it feels to know he’s going to die. Holocaust, still cool as a cucumber, is amused by Blink’s assertion. He asks her if she really thinks she’s faster. His answer comes quickly when he falls through a teleportation hole and into a large chemical vat. His hand is the last thing seen before he is immersed in the green, bubbly liquid. Blink says, very solemnly, “My name is ‘Blink’, who do you think is faster… halfscan ?”
Elsewhere in the plant, the rest of the X-Men are duking it out with the Infinites. Sunfire’s blasting away, Rogue is heaving them every which way, Morph’s oversized arms are knocking them out, and Wild Child is gnawing and scratching his way to victory. Rogue yells out to Sunfire and tells him to free the survivors of the cullings before they’re destroyed by the Infinites. She also wants him to team up with Wild Child. Sunfire drops down, picks up Kyle, and flies off. Morph and Rogue are left alone to handle the Infinites. Morph tries to joke around by telling Rogue they should ask them to give up. She tells him to zip it, and of course he does, all the way from his stomach to his mouth. He reconsiders his newest joke and decides it’s not time to be funny. After all, this could be the last fight of their lives.
Apocalypse’s stronghold in New York, where En Sabah Nur holds Magneto prisoner. Apocalypse forces Magneto to watch his X-Men on a holo-screen. He sees his wife who’s currently looking for Blink. He reaches out to the hologram, but it disappears. Apocalypse only let him watch for a brief moment, so he could see that his X-Men will soon fail. He goads Magneto, telling him it’s his fault that his people will die. Magneto tells Apocalypse that he doesn’t get “survival of the fittest” and never has. Apocalypse doesn’t know what he means. After all, he’s captured Magneto, destroyed his base, interrogated Bishop and crippled the Human High Council in Eurasia. What else is there ? Magneto tells him that to fight is to survive, and he and everyone else who believe Apocalypse to be wrong will continue fighting. Apocalypse continues smiling. He tells Magneto that he has waited 2000 years to rule the world. All of his oppressors will die, and soon. He knocks Magneto out who hits the floor.
Back at the plant, the remaining humans are huddled together with nowhere to go. The Infinites are standing in front of them ready to exterminate them. The Infinites lock and load their weapons and are about to fire when a “Howl” rips through the night. They turn around and see Wild Child howling up on a cliff. From above, Sunfire swoops down like a comet. He levels the area where the Infinites were standing, knocking them everywhere. He tells the humans to leave, that they are free. One of the human women asks about Holocaust. Sunfire assures her they’re taking care of the situation right now.
Inside the complex, Morph finally finds Blink. He wants to know what happened to Holocaust and also what the capital of Nebraska is. Blink sighs and tells him he should be more respectful since Sabretooth just died. Morph apologizes and asks again what happened with Holocaust. Blink starts to tell him how she landed him in the genetic vat when the tank explodes out the side. The floor’s now covered in the green slime. Holocaust is still alive and he’s very, very angry! He grabs Morph and slams him against a wall and with his other hand he grabs Blink around the chest and neck and holds her up in the air. He yells at her for assuming she could stop him. He says it would take more than a child to stop the first Horseman of Apocalypse. Blink calls out weakly for Morph to help her. Still pinned against the wall he lets out a wide smile. Suddenly Holocaust recoils in agony, clutching the head area of his protective armor. Morph mentions that Holocaust’s brain is reversing its electromagnetic flow. Blink wants to know how Morph could know such a thing. It turns out it’s not actually Morph, but Rogue who absorbed his power not too long ago and assumed his shape. She raises her fists and brings them down on Holocaust’s firing hand, cracking it. Then Morph jumps in from the roof and morphs into a huge brick, landing square on Holocaust’s head. Needless to say, he’s starting to get mad.
Holocaust lying on the ground, insults them. Now the whole team is there standing over him. Rogue reminds him that they destroyed his complex, freed the humans, and stopped the Infinite army. It is Holocaust who is finished. He gets up quickly and belts her pretty hard. Sunfire dive-bombs him. Blink and Wild Child go in next. Morph leaves to check on Rogue. She’s out of it and not responding. He’s desperate to wake their leader so he morphs into her son, Charles. He starts crying and calls out to “mommy”. It works and Rogue gets up. She thanks Morph for knowing what to do to get her up. He mockingly cries at her compliments. Then he proceeds to grab Kyle and Clarice who’ve both been knocked backwards.
Holocaust takes Sunfire and slams him directly into the ground. Rogue steps up and slams into him. Then she kicks him in his firing arm, cracking it some more. They verbally taunt each other. Holocaust reveals that Apocalypse has captured Magneto and Bishop and destroyed the mansion. He starts to mention her baby Charles and then he’s knocked backwards 50 meters. Rogue yells that he should have never mentioned Charles. She runs up to him and punches him in the gut, cracking even more of his armor. She keeps pummeling him, going on about the horrors he’s committed and how he’s truly a monster. He lays defeated at Rogue’s feet, but unfortunately it’s also a teleplatform. He hits the button and transports them both to the heart of Apocalypse’s stronghold. Before she disappears she’s wrapped up in an ice lasso and yanked backwards. She cries out in anger as Holocaust disappears. She wanted to go with him.
Rogue turns around and sees Iceman standing next to Sabretooth. He’s alive after all, but not in good shape. They both tell her that facing Holocaust alone would not have been a good idea. They need to go after Magneto and save him and Charles. Blink rushes to Victor’s arms, happy he’s alive. He assures her he’s harder to kill than that. Iceman asks Rogue if she’s all right. She tells him she’s doesn’t know. The only thing she’s sure of is that the “Age of Apocalypse is over”.