The four horsemen bring havoc upon New York City, while Apocalypse outlines the grim fate that lies ahead for mutants starting with the Mutant Registration Act. X-Factor still refuse to believe that humans, if given the right circumstances, will exterminate mutants.
With Apocalypse distracted, Beast rips and crumples a fistful of metal into a ball and strikes Iceman’s power dampening belt, releasing his unlimited power. He is then able to freeze and crack their shackles. X-Factor chase Apocalypse out of the Ship. They split up to take down the horsemen, following the trail of casualties. Cyclops kisses Marvel Girl full on the lips for good luck, before splitting up in pursuit of War. Marvel Girl goes after Famine and suffers briefly at her toxic touch. Cyclops destroys War’s flying creature, and Marvel Girl recovers to break Cyclops’ fall from a great height.
The more Beast uses his strength, the less intelligent he becomes. Iceman keeps an eye on him on board the Ship while battling Apocalypse. Seeing Iceman badly hurt by Apocalypse strikes a nerve with Beast, who rips the cloaking mechanism and stabilizer off the spacecraft and throws it at Apocalypse, who destroys it. Suddenly, the Ship moves and crashes into the city below.
Cyclops and Marvel Girl are on the heels of Death when they spot the Ship crashing into the city. They abandon their pursuit to turn their attention to the falling Ship. Marvel Girl is aided by Power Pack, a group of children with superpowers, to hold up the falling Ship as well as defend themselves against Pestilence and Death. With Death retreated and Pestilence subdued, Cyclops tasks Power Pack to help the wounded in the city while he and Marvel Girl return to help Beast and Iceman fight Apocalypse and War.
Death returns to defend Apocalypse. Iceman comes up with an idea to test where Warren’s true loyalties lay. Death is lured to an ice statue of Iceman. Believing he had killed one of his best friends, Death turns on Apocalypse. Apocalypse injures Death, and then makes a hasty retreat with War and Caliban.
X-Factor are left to deal with the Ship they had lost control of again. They managed to steer it clear of the city, by dropping it over their old headquarters. Within minutes, the news media arrived to cover the crash. Cyclops takes the opportunity to clear the air about X-Factor and the X-Terminators. The two organizations, one human, and the other mutant, are in fact the same. X-Factor, the hero “Human Mutant Hunters”, rounded up “dangerous mutants” to train them to “control their powers...so that they would no longer be a menace to themselves or others”. They, the mutants, have fought to save the city from Apocalypse’s menace, and Cyclops urges the public that in future “the good among [them] must work together” against Apocalypse.