Who is the mastermind behind the Evil Mutants? Find out out the shocking answer as he tries x-out X-Factor!
Having suffered thier first defeat at the hands of the Allaince of Evil, X-Factor has to sneak away from a trashed motel. They stumble upon Apocalyspe and the Alliance of Evil. Sarah Nowlan is killed in the battle and Michael draws all the energy he was providing the Alliance away killing himself. Apocalypse and the Alliance flee.
Note: This story was titled "The Magic Machine" in the original solicitation. This is the first full appearance of Apocalypse.