It’s Robert Kirkman’s final issue of ULTIMATE X-MEN – and he’s going out with a bang! Has the worst happened? Has Apocalypse

triumphed? If so, there is only one force in the universe with the power to end his iron fisted reign. But it is a power of such

magnitude that its slightest misuse could bring about the end of all things!

Spoilers

Everyone looks on as Jean has been transformed by the Phoenix force. She demands that Apocalypse release Xavier. Apocalypse can sense the power in her and decides he wants it for himself. Phoenix tells him that he now faces a god and not a simple child. She gives him a chance to give up, which he refuses.

Apocalypse tries attacking and Phoenix laughs it off. She tells him that he's only a scared child feeding off the evil inside him. She says she will remove the evil. Apocalypse begins to scream in pain as Phoenix gives him a taste of what she can do.

Seeing that she was holding back, Apocalypse takes the opportunity to strike back. She says holding back is a mistake she will not make again. She begins to unleash her fury upon him. Phoenix begins to attack again and tells Apocalypse to die as Scott and the others watch in disbelief. Wolverine asks Scott if he has a plan to take her out after she defeats Apocalypse.

Apocalypse is now begging for mercy. He pleads for Phoenix to stop. She allows him to live after his shell crumbles, revealing the beaten form of Mr. Sinister. Professor X tries to reach out to Jean. Phoenix tells him that she is Jean but she is not Jean. Scott wants to know what she's talking about. She tells him that she is still inside but she is different now. She's merged and has been reborn with the Phoenix. She now has so much that she can and must do with all this power. She tells them that she has to leave. She tells Scott that a part of her still cares for him but those feelings are now beneath her. She plans on fixing the damage that Charles has caused. She says it's his fault that the mutant cause has been set back. She says he should be ashamed and he asks what can he do. Phoenix puts her hands on his head and tells him to start over.

Charles finds himself back in his study at the mansion. Scott runs in and says that Jean is gone. Charles tells him that he can't sense here anywhere. Seeing the news, they find that Manhattan has been restored as if nothing has happened. The students are back at the mansion. Angel is alive. Wolverine comments about how his severed arm feels, he says it feels too new. Pyro asks him if he thinks they'll let him stay there. Syndicate asks Psylocke about being married to Bishop in the future.

Charles calls a meeting with them. He tells them that everything is different. They now have a second chance thanks to Jean. He is going to contact Lilandra at the Church of Shi'ar Enlightenment to try to find out more about the Phoenix. He tells them that they are going to help the Phoenix. They are going to change the world.