The double-sized issue that's been two years in the making! The final battle with Apocalypse! New York in ruins! A traitor in the midst of X-Factor! New directions for the team! The fate of the Angel! And need we ad...the Fall Of The Mutants?
Apocalypse has just released his horsemen onto the world, allowing them to attack civilians. Beast and Iceman manage to work together to free the imprisoned X-Factor, allowing Marvel Girl and Cyclops to escape into the open, while Beast and Iceman remain on the ship.
On the ground, Marvel Girl assaults Famine, who gets one good shot at Jean, before being teleported away by Apocalypse. Cyclops fights war, who after Cyclops gets the upper hand, flees.
Meanwhile, Beast and Iceman are fight Apocalypse on his ship, eventually destroying the cloaking device as well as whatever keeps the ship afloat, as it crashes down. The falling ship snaps the empire state building up, which is then caught by Marvel girl for a brief second. Katie Power of Power Pack fights Pestilence, who is killed once they fall from the sky.
Jean and Scott arrive back on board, where they face off against Archangel, their old ally Warren Worthington. Iceman manages to trick Angel into believing he killed him, when it was in fact an ice duplicate of himself. All of X-Factor faces off against Apocalypse, who flees with War and Caliban in his clutches. The ship lands right on their old base, and X-Factor announces to the world the charade that they were working as mutant hunters.