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Henry Bendix's mysterious desert fortress is under assault by two of the world's most powerful teams: The Authority and StormWatch Prime! But to crack the defenses, they'll have to put aside their personal squabbles and do the impossible: work together! And how can Apollo and the Midnighter be fighting - Apollo and the Midnighter?

The issue opens with Henry Bendix hovering in the sky above the two teams. Apollo can't believe it's him since The Authority has killed him twice already and Midnighter backs him up with his enhanced senses, declaring that the man in front of them is a hologram powered by an AI copied patterned after the real Bendix's mind. However, the SPBs that appear next aren't. Midnighter and Apollo's original team (created in secret by Henry Bendix) has been reassembled. They all look like zombies but Midnighter an tell that they still have their powers. In addition to the ones that died and have been brought back, there are zombie copies of Apollo and Midnighter, the only members of the team to survive their first mission. Bendix's new team begins to advance so Midnighter tells King to release Jenny and the Doctor so they can end the fight before it starts. Bendix's hologram had prepared for that though, and starts creating major disasters around the planet that Jenny and the Doctor are forced to deal with, leaving The Authority and Stormwatch to handle the undead SPBs.

The fights starts and Midnighter gives everyone a rundown on his old teammates. Amaze is super strong and has incredible combat skill and invulnerability. She only died the first time because of a bullet bio-engineered specifically to kill her. Impetus is a speedster with reflexes as fast as the rest of him, meaning no one can touch him, let alone stop him. Lamplighter can raise the dead or facsimiles to do his dirty work. Stalker is half daemonite and can therefore change shape and turn invisible. Crow Jane has a sonic scream as her main weapon but is an expert martial artist as well. The last two are Midnighter and Apollo themselves. Even though they're no longer attacking each other, The Authority and Stormwatch are getting beaten by Bendix's team. Meanwhile, the hologram questions The Authority's claims that he's dead, and once he determines that they're telling the truth, he disappears and leaves them to fight.

The two teams start working together to beat the clone/zombies and begin to make headway. King beats Stalker by using Hawksmoor's body, Engineer and Rose Tattoo (who is beginning to remember how much she liked killing) take down Lamplighter, Cannon helps Diva with Crow Jane and Fuji, Hawksmoor and Diva work together to beat Amaze. Impetus is still on the loose though and Apollo and Midnighter are stalemating their doubles. Hellstrike frees Midnighter from his fight so he can kill Impetus since no one else can, and then Jackson King helps him beat his counterpart. After that, Winter and Apollo take down the evil Apollo and the fighting is over. While both teams check their wounded, no one sees the Bendix hologram talking Rose into killing them all.

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