The Sh’iar Imperial Palace is being attacked by the Empress Lilandra’s sister, Deathbird. Gladiator manages to subdue Deathbird when Apocalypse appears. Deathbird though that Apocalypse had made a deal with her to get rid of Lilandra, but Apocalypse’s intention was to capture Oracle.
Back on earth, Xavier goes to talk to a distraught Scott.
Scott: “I can’t stop thinking about it Professor. Jean and I were both in the car when the blast hit. Sinister’s always wanted both of us. Why was she taken and I left behind?”
Xavier: “I have been wondering the same thing Scott. I don’t need my psychic abilities to know you wished it had been you.”
Suddenly, Xavier is being contacted by Lilandra, warning him of Apocalypse and her psychic, Oracle’s capture. Xavier calls for an immediate assembly of the X-Men.
Back in the axis of time, Jean is joined by Oracle. Sinister tells Jean that by joining forces with Apocalypse, he will have the ability to “create a new breed of humans” that he could genetically modify. And with the ability to exist outside of time, as well as time travel, he can easily monitor decades of results.
Apocalypse had accidentally stumbled across the “temporal control centre” of time. Jean inquires the purpose of capturing telepaths, to which Apocalypse will reveal the answer “in due time”.
Xavier has gathered the X-Men in the War Room. After receiving news from Lilandra of Oracle’s capture, Xavier has concluded that Apocalypse plans to kidnap all the powerful psychics. Cyclops suggests tracking down other psychics and use them as “bait”, to which Storm disagrees. Xavier supports Cyclops’ plan as Apocalypse and Sinister can travel through time and it will be the only way to catch up to them. Their very existence is at stake.
In England, a telepathic mutant (Psylocke) tries to infiltrate Worthington Castle. Archangel chases her out of the castle towards the cliff. She jumps off the cliff and is rescued by Archangel. She quickly proceeds to telepathically knock him out.
Wolverine and Shar are on the lookout for Psylocke on London’s Tower Bridge.
Back at Worthington Castle, Psylocke makes away with a car and possibly some valuables. Archangel awakens just in time to give chase. Psylocke is spotted driving the car into a warehouse by Shar and Wolverine. Wolverine jumps off the bridge and swims ashore to have a “closer look”. Meanwhile, Shar spots Archangel arriving on the roof of the warehouse and is suspicious of his actions. She contacts Xavier, who calls for backup.
Archangel finds Psylocke has been stealing artifacts from his castle. She claims to be doing so she can use Worthington’s wealth for the greater good, instead of his own selfish needs. Just then Sabretooth comes barging in with Mystique. Mystique orders Sabretooth to capture Psylocke while she subdues Archangel. Wolverine arrives and tackles Sabretooth to the ground. Psylocke tries to escape when Wolverine and Shar have Mystique and Sabretooth under control. Magneto arrives and captures Psylocke, and escapes with Mystique through the portal. Storm and Gambit arrive too late.
Apocalypse has most telepaths in place, with the exception of Xavier.
In 3999, Cable and Tyler approach the government military base to access the remaining time travel machine (despite claims of every machine being destroyed) since Apocalypse has stolen Cable’s time travel device.