1. Apocalypse is coming! It's time for the X-Men to batten down the hatches and dig their trenches because they are in for the fight of their lifetime. A fight that holds the key to the future of Mutantkind!
2. Chicago , where the X-Men are standing in the middle of a mob of frightened humans. The people are panicking due to the probes that Holocaust has sent. Sunfire becomes angry and powers up, thus frightening the crowd even more. He flies up to attack the probes, and Rogue chases after him. She makes contact with him and absorbs some of his memories, while Morph wonders what that will do to her mind. We have a flashback to Sunfire being tortured by Nemesis and Apocalypse. They both fall, but Morph manages to catch them before they hit the ground. The X-Men return to their mission of evacuating the humans. At the Xavier mansion, Magneto is spending a quiet moment alone with his son. Bishop goes to confront him about him staying home while the X-Men risk their lives, but stops when he sees Magneto is with Charles. He apologizes, but Magneto says he should be the one apologizing to his son; if Bishop is right about their world, then Charles will cease to exist. Bishop tries to tell him that their world was created by some kind of cosmic accident, but Magneto tells him that love is never an accident. He tells Bishop that the world may end tomorrow; give him tonight to say goodbye to his son. Meanwhile, Apocalypse is angry about Abyss' failure to stop the X-Men in Maine(see Amazing X-Men). Rex tells him that they've found the location of the X-Men's secret base: the former residence of Charles Xavier. Apocalypse gloats and tells Rex that he'll be handling this personally. Back in Chicago, Blink is reluctantly preparing to send Sabretooth and Wild Child to confront Holocaust. Sabretooth is the one who rescued her from Abyss many years ago, and she's worried that he won't be coming back. Rogue flies in and interrupts, telling them to go back and help with the evac. Blink displaces her for a fraction of a second, and then sends Sabretooth to Indianapolis. Sabretooth rouses Wild Child, and they confront Holocaust.
3. Wild Child is being chased by a group of Infinites, and is shot in the back. The Infinites are surprised when Holocaust shows up and takes Wild Child prisoner, because he was the one who had dispatched them from Indianapolis. Holocaust tells the Infinites not to question him, and ponders what to do with Wild Child. Finally, he has an idea: they can put on a show! Uncle Joe has some old costumes, and they can use the old barn as a stage! Before the Infinites can react, Sunfire appears behind them and tells the Infinites to surrender. They refuse. Sunfire thanks, and then vaporizes them. "Holocaust" transforms back into Morph, who chides Sunfire for incinerating his audience. Blink and Rogue teleport in, and ask where Sabretooth is. Wild Child, unable to communicate normally, licks Rogue so she can absorb his memories. Rogue does so, and discovers that Sabretooth and Holocaust are in Indianapolis. Meanwhile, Sabretooth is having a rough time of it. Holocaust has chained him up and is dragging him through the mud. He regains consciousness and Holocaust shows him the Infinite processing plant. Holocaust and Apocalypse plan on making an army of millions of Infinites to conquer the world. Sabretooth calls Holocaust a loser, because despite all the talk of genetic superiority; he has to stack the deck with artificial soldiers. Holocaust admits to having greater ambitions than just "survival of the fittest", and knocks 'Tooth out again. On the way to Indianapolis, Blink tells the other X-Men about how Sabretooth rescued her when she was just a child. Morph angers Sunfire due to all of his jokes. Morph tells him that "if he's gonna die, he wants to do it with a smile on his face". Morph then proceeds to start "Singin' in the Rain". At the X-Men's headquarters in the ruined Xavier Mansion, Magneto is trying to convince Bishop that if it is possible to send him back into the past, he may have to kill Legion(the man who killed Prof. X).
4. 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.