One moment they are in Virginia, and the next moment Cyclops, Marvel Girl, Beast, Iceman and Caliban have been teleported elsewhere. Caliban detects the presence of three mutants, one of whom is the Horseman Pestilence whom they have battled before. Apocalypse appears before them and declares he has brought them on his Ship.
Apocalypse knows all about Xavier, the X-Men and X-Factor, their strengths and their weaknesses. Apocalypse is an ancient mutant, having lived during the Egyptian, Persian, Aztec and Indian civilizations, and worshipped as a god of death and destruction. X-Factor’s guise as mutant hunters have merely fuelled the hatred of mutants in humans, a perfect climate for Apocalypse to bring upon war and violence. Warren, who had his wings amputated, was persuaded by Apocalypse of everyone’s betrayal and humankind’s ill intentions, and joined as the fourth horseman, Death. Now, Apocalypse extends the invitation to X-Factor to join him.
X-Factor will have no more of death and violence and are prepared to fight Apocalypse and his horseman to the end. They are able to take on the horsemen War, Famine and Pestilence, But when they have discovered Warren changed and vengeful and fighting alongside Apocalypse, they will not fight him who has become Death.
Cyclops, Marvel Girl, Beast and Iceman are captured. Caliban, seeking Apocalypse’s help to avenge the death of his people, joins him. The four horsemen ride away to spread destruction.