As the Four Horsemen wreak havoc upon Manhattan, Apocalypse recalls the story so far. X-Factor break free and attack him, who insists on recruiting them. When they all get to a draw, Apocalypse pulls a hatch and splits the team in two: Cyclops and Marvel Girl are sent to Manhattan, where they confront the Horsemen and team up with Power Pack; meanwhile, Beast and Iceman remain onboard trying to stop Apocalypse but instead they blow the Ship's cloaking device. The flying fortress starts flipping over the Empire State as Apocalypse calls his Horsemen back for a last confrontation against the whole of X-Factor. Then Iceman comes up with a strategy that might save the day, even at the expense of his own life.