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X-Factor took possession of Apocalypse's Celestial ship after the "Fall of the Mutants" and turned it into their mobile headquarters. Apocalypse has been preparing to retaliate and in the interim has taken over Attilan, home to the Inhuman Royal Family. With the Riders of the Storm (The Dark Riders), Apocalypse's forces take over Ship and have it attack the city of New York. While this occurs, the Dark Riders attack X-Factor and kidnap baby Nathan.

X-Factor launches ship into space before it can self destruct, leveling the city. X-Factor is rescued by the Inhumans and the two groups attack Attilan. Apocalypse has his scientists infect Nathan with a variation of the Techno-Organic Virus. Cyclops and the team try and rescue Nathan but all are captured. During the attack, various mutants (many of which are the fabled "Twelve") feel Nathan's pain.

Cyclops is freed and manages to severely cripple Apocalypse. Cyclops gives Nathan to the Askani, a warrior from the future, to take him away so that he might live, as the Techno-Organic Virus is ravaging his young body. Determined to save his son, Cyclops gives him up so that he will live.



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