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One of the Ages of Apocalypse spawned after Apocalypse used The Twelve to warp Earth-616 into several alternate future realities.

In this future reality, Apocalypse controlled the Shi'ar Empire. The X-Men defended the Blue Area of the Moon from a Shi'ar force consisting of both ground troops and aircraft. Who were their to conquer the Earth and enslave its inhabitants. During the fighting, the Shi'ar were reinforced by the Horsemen of Apocalypse led by Deathbird. Who had become the Empress of the Shi'ar Imperium after the assassination of her sister and ally of the X-Men, Lilandra Nerami. Being a member of the Horsemen, Deathbird (aka, War) considered Apocalypse to be her master. The Shi'ar troops likewise considered Apocalypse to be their lord.

Reinforcements then arrived for the X-Men, in the form of Excalibur who arrived in time to prevent the massacre of those who were in a field infirmary. Though they fought ferociously against the Horsemen and Shi'ar, they were heavily outnumbered. At the moment of being overwhelmed and wiped out, salvation arrived in the form of Xavier leading a force of Skrulls (both troops and starships). Due to Xavier helping the Skrulls find a new place for themselves in the cosmos the Skrulls were now allies of the X-Men and arrived as their saviors. When a Shi'ar fleet of hundreds of cruisers arrived, Jean Grey created an illusion of her being Phoenix reborn, causing the Shi'ar fleet to panic and withdraw after which the Horsemen themselves left.[1]

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