* 1st FULL Appearance "APOCALYPSE" (En Sabah Nur)

The battle at the Tomahawk Motor Lodge has attracted the attention of the police and the National Guard. When an officer attempts to get close enough to investigate, the owner stops him and tells them that the mutant hunters known as X-Factor went inside and his thoughts that they are likely dead.

Inside, X-Factor (in their X-Terminator guises) have revived from their battle against the Alliance of Evil. Cyclops is furious that the group could be betrayed by Mike Nowlan -- the junkie mutant they came to help -- and be trounced by the Alliance like rank amateurs. His scolding leads to an argument between he and Marvel Girl, and Jean expresses her frustrations towards Scott's attitude towards her and wonders if it is because she isn't the Phoenix or that she lost her telepathy, not hinting at the true reason. When Warren tries to comfort Jean telling him that it's Scott who is the problem and suggests that their leader tell her the truth, Scott lashes out at Warren for getting them together as the X-Factor in what he thinks is a failed endeavor to clandestinely recruit mutants under the guise of mutant hunters. When dodging Cyclops's blast, Angel dives outside of the wrecked motel, and frightens the people outside. With their cover blown, X-Factor makes a quick escape through a hole in the roof. After Warren leaves a bundle of cash behind to pay for the damages, Jean begins focusing on Warren in a more flirtatious manner. Once safely away from the motel, they begin trying to track down Mike Nowlan.

Mike is once more a prisoner of the Alliance of Evil, who are busy terrorizing him and his ex-wife Susan for the trouble caused when Mike escaped from their clutches. They pressure him to reveal who the mutants that they faced were, Mike lies, telling them that they are a group of mutants that fought off X-Factor. Not completely buying it, they stop focusing on Mike since all he wants is another fix and threatens to hurt Susan until she gives up the information they seek. Enraged by the threats to his ex-wife, Mike's powers flare out of control and as a result boosts their powers to uncontrollable levels. When Stinger's powers flare out of control they blast through the roof of their mansion headquarters, the explosion tipping X-Factor off to their location. When Frenzy threatens to harm Mike if he doesn't shut off his powers, Apocalypse intervenes and tosses her aside, and then forces Mike into a device that nullifies his power and leaves him in a stupor. Apocalypse reminds them that they are gathered together to show the world that mutants are the stronger species before lowering himself and Mike into his underground lab.

When X-Factor arrives at the mansion it is full dark and Cyclops sends Beast to prowl around the premises and Angel and Marvel Girl to check the roof. Left alone for a moment, Iceman asks Scott when he plans on telling Jean about Madelyne? Scott is more frustrated than ever telling Bobby that being torn between the two women he loves is driving him mad. While above, Angel and Marvel Girl inspect the damage done to the roof of the building. Jean has come to the conclusion that Scott must be in love with Phoenix because of her power and can't settle for ordinary Marvel Girl anymore. Warren tells her that's not it and as he tries to tell her the truth they almost share a kiss when they are ambushed by the Alliance of Evil. Jean just barely has time to put up a forcefield to protect them from one of Stinger's blasts. The sound of battle sends Cyclops and Iceman rushing to their aid, while the Beast locates Mike. Smashing into the lab, the Beast begins trying to figure out how to free him when he is attacked by Apocalypse. No match for Apocalypse's mass altering powers, the Beast is easily knocked out.

While above, Cyclops and Iceman join Angel and Marvel Girl in fighting off the Alliance of Evil.

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