The X-Men have reached their destination, the location of the missing 12, little do they know that they have walked themselves right into a trap.
Apocalypse, his Skrull men and the Children of the sun are awaiting the arrival of the X-Men, as this is going on Apocalypse assures them that they have nothing to fear and that his plan for X-Men will go off without a hatch, he sees the X-Men arrive and the plan begins. As the X-Men unload their ship they notice they have an unexpected number, Magneto, while the other X-Men question his presence with them Xavier tells them that he was the 12th mutant that was not named the day before, Apocalypse in his waiting room commences the first phase of his plan, outside the X-Men suddenly fall to an earthquake of tremendous force which leads into a minor sand-storm but as quickly as it began it ends, suddenly the X-Men come under attack by Skrull men and ancient Egyptians and the battle begins, Storm summons a gust of wind to sweep the evident threat away but Xavier notices that it was just a diversion, he alerts her that she has some Horsemen coming from behind her through a portal, they suddenly take hold of her until Xavier fights them off with a psychic assault, Ororo briefs Xavier of what Fiz just told her that the Horsemen where just Skrull drones and were not the real deal, then Caliban and the Horseman named Famine attack the Professor, Magneto tries to fight them off but is distracted by what seems to be an Astra and Joseph, in all his anger he rushes towards them in hopes of destroying them both but is teleported with them along with the Professor to the unknown, Apocalypse again in his waiting room sees all this and wants the Skrull men to bring in Bishop from his time-stream, one of the Skrull adds that they wouldn't have had to call in Bishop now had it not been done earlier, Apocalypse tells him that this is no game, he needed Bishops power intact as it is a prime key for his plan to be a success, outside Bishop is transported into the battle field and is extremely shocked by what is happening, immediately he notices the X-Men are in trouble and rushes to their aid, Gambit then threatens to attack Bishop if he doesn't explain how he got here so fast after he left the X-Men in the past so quickly, he begins to explain but Gambit doesn't take it, Ororo cuts in and figures out that this confusion is exactly what their opposition intends of them, suddenly the teams of X-Force and Generation X appear, Cannonball tells them how the situation of the other members is going but is halted by Ororo who doesn't believe that they are really who they claim to be, Cannonball manages to convince her a bit but as the battle wages on the X-Men notice that they have no idea who is which anymore, Beast tells them that he has his own type of gizmo made for Skrull infiltrators if ever the need, he sprays the solution in the X-Mens area to see if it works and also states that it only works in a single area so the rest of the X-men are quite helpless, Rogue, Colossus, Fiz and Polaris are facing off against the Skrull armada who seem to be an endless amount, Lorna notices and explosion and recognizes the power signature, its Havoks, immediately she rushes to his help, Cyclops tells Lorna to stay back incase its a a trick but she does not listen, Phoenix recons she can stop her before its too late but gets sucked into the portal along with Lorna and the Skrull Alex, Scott tries to save Jean but fails, in anger Scott unleashes a full powered optic blast questioning where they have gone.
Apocalypse boasts about the recent capture of almost all the 12 mutants, he then explains what their improtance and purpose is in his grand scheme of things, Magneto questions how long he has been toying with them and threatens to put an end to his life after this is all done, Apocalypse tells hims that all will be clear in due time.
Outside Scott fights off against all the of the Skrull armada coming his way he then sees a Colossus falling out the midst due to his onslaught of optic blasts, he immediately rushes to his side in hopes of saving him all of a sudden the real Peter alerts Scott that that isn't him, suddenly Scott gets teleported with the foax Peter, As Henry explains the terms and conditions of his Skrull finding solution the X-Men come under attack by a Death bird, Bishop immediately lunges at her with an attack, then Henry's gas seems to be doing its stuff and Cannonball and co are turned back into their true Skrull selves, Gambit tries to warn Storm but it is too late, she gets taken by the Skrulls and then into the portal, Remy and Henry battle against the Skrulls and Egyptians while Bishop looses his fight against the Death bird he then gets taken in my her portal, the opposition seems to be closing in on the remaining X-Men until the cavalry arrives to help fight them off.
Apocalypse then orders the complete extermination of the remaining X-Men as they are evidently out-numbered, Remy and the rest fight back with the same brute force.
Inside the null chamber where each of the 12 mutants are being kept in, Apocalypse then announces the world that will be in his wake after his plan, The Age Of Apocalypse, he then explains to the 12 mutants individually the roles that each of the 12 mutants will play in his new world, starting with Sun fire Iceman and Storm then Phoenix, Cyclops and Cable then Mikhail and Bishop, Apocalypse boasts even more until X-Man states that if he can he will find away to stop him at all costs, Apocalypse then tells him that Nate stayed out of the null pods mainly because he played a crucial role in Apocalypse' plans.
Back at the Xavier Institute, the other X-Men find that the Xavier protocols have been re-emerged once again, Kitty states that she managed to trace the location of who-ever may be using them and the decision was made that the X-Men needed to track the user down as soon as possible.