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| Speaker | - [[W:C:marvel:En Sabah Nur
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| Links | - * The Unofficial Handbook of Marvel Comics Creators - accessed on 09/19/2010
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| Synopsis | - This story is continued from last issue...
The Horsemen of Apocalypse fly towards Manhattan. Apocalypse and X-Factor watch from Apocalypse's ship. Pestilence and Famine attack many humans on the ground. Cyclops is angry with Apocalypse for the pain he is causing by manipulating his horsemen. Apocalypse tells them that about how Cameron Hodge betrayed them and humans are mutant's natural enemies. He offers X-Factor a chance to join him against humans as they are creating the Mutant Registration Act. He tells them this is the first step by humans to try to contain or even eradicate mutants.
Beast gets free and rips off his restraints and uses them to hit Iceman's inhibitor belt allowing Iceman to freeze all the restraints of the team and they can escape. Apocalypse mocks them and reaches out to Caliban and tells him that he’s not quite ready to join in the fight, and moves him out of harm’s way. X-Factor continues to attack. Iceman freezes the floor beneath Apocalypse and he grows wings and flies around them all. Cyclops shoots at him and misses but somehow causes the ship to blackout all New York City by hitting the transformer. Apocalypse mocks them again for their efforts and asks them to join him. Cyclops tells him no and Apocalypse opens a trapdoor and Cyclops and Jean fall out of the ship so Jean telekinetically levitates them both. Iceman and Beast stay aboard. Unfortunately, the ship is still invisible and Jean and Cyclops cannot get back in.
Cyclops and Jean realize dead bodies on the ground and see Pestilence running into the subway. Jean cannot use her powers against her and she escapes. They hear a scream and get back to street-level and see War and hear screams elsewhere. Jean and Cyclops kiss and then split up. Jean finds the screams are from Famine's victims. Jean tries to talk her down and Famine hits her to the ground and scoffs at her for not seeing that Apocalypse loves her while humans did not. Jean telekinetically throws a hot dog cart at her and Famine falls from her horse. She yells to Apocalypse that he should have given her her wish to attack America's "Bread Basket". Suddenly she and her horse teleport somewhere before hitting the ground. Jean is starving from being touched by Famine and grabs some of the hot dogs and drinks from the cart.
Meanwhile, Cyclops finds War and tries to stop him. War talks about how the government wastes its money on War monuments when they should be spending it on those soldiers who were wounded in the wars as he blasts a soldier's statue in the park. Cyclops finally jumps on War's horse and shoots it right in the mouth. The robotic horse and both War and Cyclops go flying towards the ground. Jean arrives and stops Scott from hitting the ground. War teleports away. Cyclops realizes that with evil mutants like War it is no wonder why humans hate mutants.
Back on Apocalypse’s ship, Iceman attacks Apocalypse and it is blocked and hits Beast instead. Apocalypse teleports behind Iceman and knocks him unconscious. Beast tries to attack and strains himself by tearing a piece of the ship off and throwing it at Apocalypse who teleports out of the way. The ship starts to surge and lightning strikes all around. The ship loses invisibility and starts to lose stability. It begins to crash into skyscrapers. Apocalypse toys with Beast in his less than average mental state he has been put in by Apocalypse.
Outside, Cyclops and Jean try to think of how to stop the ship from destroying New York and they see Warren as "Death" flying towards them. Jean does not believe that he would hurt them because they were his friends and Cyclops thinks differently. Death knocks Cyclops to the ground and Jean flies after him to save him before hitting the ground. She tells Cyclops she still thinks Warren is good since he still has not killed anyone and thinks they can sway him from Apocalypse's control.
The ship hits the Empire State Building’s antenna and Jean holds it up. She isn’t sure how much longer she can hold it when Power Pack shows up to help. Unfortunately, they’re followed by Pestilence tries to attack Cyclops and Jean. Luckily, Molecula saves them and knocks Pestilence off her horse. Warren shows back up and cuts the antenna in two pieces. Jean can’t hold on to both pieces and one of them falls to the city below. Starstreak tries to save Pestilence from hitting the ground but is hit by the antenna debris and both the debris and Pestilence fall to the ground.
Back on the ship, Beast continues to try to attack Apocalypse but is getting weaker and weaker. Apocalypse is surprised when Iceman appears and freezes the Apocalypse in a block of ice. Apocalypse breaks free and informs them that they have reached the "second level of difficulty". He pulls a lever in the ship.
Outside, Death tries to attack the group. He disappears suddenly as he is teleported away by Apocalypse. They head to the city streets and find Pestilence’s body and they say she is dead. Her horse is in good condition and Jean and Cyclops jump on it to ride to Apocalypse's ship. Power Pack tells them they want to help against Apocalypse. Scott tells them that they can help by helping those in the city, and they take off.
In the ship, War attacks Beast and he dodges and Iceman throws an ice-ball at him and his armor shorts out. Then, Death attacks and suddenly a hole blasts in the ship and Jean and Cyclops appear on Pestilence's horse. They attack Death and Iceman comes up with a plan to try to save Warren. Death attacks Jean and they debate over his choices to stay with Apocalypse. Jean sees War about to attack and picks him up and throws him into Death. Warren tells him he is useless now without his armor and sends War flying into a wall.
Warren then attacks Iceman and cuts him in half. Apocalypse congratulates him and Warren is dismayed. He takes off his death-mask and then attacks Apocalypse. He believes he killed his friend and he realizes that Apocalypse was just manipulating him. Iceman appears and says it was an ice double he made. The battle continues and Apocalypse asks Caliban if he is still loyal to him. Caliban says if Apocalypse holds his part of the bargain Caliban will fight for him. Apocalypse then leaves the ship with War and Caliban in tow. He yells to X-Factor that they can take his ship. The ship begins to flip over and head toward the Statue of Liberty. Iceman tries to stabilize it and suddenly there is an explosion and the ship suddenly goes into the water and misses the statue. The other side crashes on the X-Factor headquarters and destroys it.
The team celebrates, and Warren tells them what happened to him. How he had survived the plane crash and that his friends never looked for him while Apocalypse found him and turned him into what he is now.
Cyclops offers Warren his place back on the team and he refuses since he does not know how he will be accepted in his current state. There is a knock on one f the hatches and they walk out to a bunch of reporters. Cyclops tells them that they should not judge all mutants as evil. They confess to world what they were really doing as X-Factor. He tells everyone listening that unless they join together and try to work things out between mutant and humans then the evil people of the world will take over and create a graveyard of destruction.
This story is continued next issue...
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| Notes | - * Part of the Fall of the Mutants crossover event.
* The events in this story happen simultaneously with .
* An alternate reality story for this issue is shown in What If? #65 .
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* This issue is reprinted in other comics and books, see references for more info.
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| quotation | - They are less than worms, those humans. I have judged them and found them wanting.
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