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Quote1 I...remember...that Xavier is gone. Apocalypse is very much with us. Xavier made Angel what he was! Apocalypse made Death! Quote2

Appearing in "Masks"

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Synopsis for "Masks"

Story continued from X-Factor #23...

Following their battle against the Right, X-Factor finds themselves teleported aboard Apocalypse's ship. Although they don't initially know where they are, Caliban detects the presence of Apocalypse's Horsemen, giving them a pretty good idea. Jean puts a telekinetic forcefield around them while they regroup. An image of Apocalypse appears before them and tells them that they are aboard his ship, high above Manhattan, cloak from human eyes. Apocalypse tells them that after his last encounter with them[1] he developed an interest in them and began researching them. He tells them that while he learned of Charles Xavier's goal of making peace between humans and mutants, they are against his quest of survival of the fittest.

When X-Factor attempts to attack him, Apocalypse uses his powers to keep them at bay and show them things from his historical standpoint by showing them images on the screen behind him. He tells them that over the centuries he has had many names. In ancient Egypt, he was worshiped as the god Set, in Persia he was known as Sauru prince of demons, that the Aztecs called him Huitzilopochtli, in India he was known as Kali-Ma, and now in the modern era he is known as Apocalypse and he has come to finally come to see the final battle between humans and mutants. He points out the progress to his goals X-Factor has unintentionally made on that regard by posing as mutant hunters. Apocalypse understand X-Factor's personal history, and tells them that it is their desire to unite humans and mutants that has led to so much personal tragedy of late. He offers them a place to join him in the coming war between humans and mutants. As Cyclops, Iceman, Beast and Marvel Girl rebuke Apocalypse's offer, Caliban sits back and listens to what the ancient mutant has to say.

Disappointed by X-Factor's inability to join his side, e calls fourth three of his Horsemen, War, Pestilence and Famine and orders them to attack X-Factor. During the fight, Caliban is knocked aside, and he listens as the battle rages on while Apocalypse argues his quest for survival of the fittest against that of X-Factor's desire to see peaceful co-existence between humans and mutants. As the battle rages on, Cyclops and Marvel Girl work together to defeat War; Iceman unleashes his full power to defeat Famine; and Beast avoids being infected again by Pestilence by knocking her out. With is Horsemen defeated, Apocalypse asks why X-Factor continues to struggle for their seemingly pointless goal, when they have suffered so much: Scott's wife and child supposedly killed, or Angel's suicide, how could they let these things go unavenged.

Apocalypse then tells X-Factor that he will bring the world death, in the form of his own agent of the same name. From behind a door, the winged soldier known as Death appears before Apocalypse, and when he unmasks X-Factor is horrified to find that it is their former teammate, Warren Worthington III, remade in Apocalypse's vision. When they tell Warren not to work for Apocalypse, he tells them that Warren committed suicide, and that now there is only Death. He attacks them with his razor sharp feathers, easily taking out Cyclops, Beast and Iceman. When Marvel girl attempts to talk sense in him, she learns to her dismay that he has been to well conditioned by Apocalypse to listen to them and is taken down herself.

When they regain consciousness, they find themselves bound and incapable of using their powers. Cyclops once more refuses an offer to join Apocalypse's forces, however Apocalypse tells him that he and his fellow X-Factor members will join him in due time. Apocalypse then has his minions mobilize and go out into the city of Manhattan to attack and spread fear, despite X-Factor's cries to Warren to fight Apocalypse's control. With the Horsemen gone, Caliban comes out of hiding and approaches Cyclops. Cyclops asks Caliban to help them get free so that they can stop Apocalypse. However, Caliban surprises them all when he makes his presence known to Apocalypse. Bowing before the eternal mutant, he asks Apocalypse to make him strong like his Horsemen, offering to become Apocalypse's hellhound in exchange for becoming as strong as Angel. Apocalypse agrees to make remake Caliban in his own image, as the Four Horsemen of Apocalypse swoop through the city of Manhattan about to begin their reign of terror.

This story is continued next issue...

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