The issue begins with Blink confronting Holocaust after having discovered Sabretooth's chained up body at the end of last issue. He tells Blink that she's a mutant of untapped potential and that he almost regrets having to kill her. She attacks, and manages to take out some sections of his life support armor, but he grabs her and throws her into a wall. She manages to teleport behind Holocaust and knock him down. He taunts her, and she blinks him into vat of liquid.
Not far away, the other X-Men are busy fighting an army of Infinites. Rogue tells Sunfire to take Wild Child and go free the human survivors. Morph and Rogue continue to fight the Infinites.
In Apocalypse's Manhattan stronghold, Apocalypse is torturing his captive, Magneto, by showing him images of Rogue. Magneto tells Apocalypse that he and his X-Men will NEVER stop fighting. Apocalypse tells him that he's waited 2000 years to stand triumphant. They WILL die. ALL of them.
Back in Indianapolis, Sunfire kills the Infinite guards and frees the humans. One of the captives tells Sunfire that as long Holocaust lives, they will never be free. Sunfire tells her that the situation is being resolved.
Morph comes running into the room where Blink is and asks about Holocaust. Blink tells him that she dumped in a vat of genetic stew. At that moment, Holocaust and grabs Blink; knocking Morph down. Morph manages to reverse the electromagnetic flow of Holocaust's brain. Blink asks him how he did that, and Morph changes to reveal that it's Rogue. She had absorbed Morph's changing ability. The real Morph comes dropping in. He's shaped like a brick, and lands right on Holocaust. Rogue tells Holocaust that it's over, but with a powerful uppercut he sends her flying.
While the other X-Men continue to battle Holocaust, Morph goes to check on Rogue. She's unresponsive, so Morph changes into the only thing that would get attention... her son, Charles. Rogue comes to, and attacks Holocaust again. He taunts her by telling her that he would keep an eye on her son. Furious, Rogue keeps charging him; calling him a monster. Finally, Holocaust is knocked on to teleplatform and escapes. Rogue tries to go with him, but is stopped by an ice lasso. Iceman tells her that Pietro didn't send him all the way to Indianapolis to watch her commit suicide. Behind Iceman, Sabretooth stands. Blink is overjoyed that Mr. Creed is alive.
Rogue vows that,
"Tonight...the Age of Apocalypse is over!"
The story continues in X-Men Omega.