- Apocalypse (En Sabah Nur) (First appearance)
- Baal (Only in flashback)
- Mystique (Raven Darkholme)
- Rama-Tut (Only in flashback)
As Pyro relights the torches, the battle begins. Cyclops dodges one of the statues' attacks and begins blasting it, but it doesn't yield a result. It strikes again, bringing down a column, which narrowly misses Cyclops. It almost crushes kitty, but Colossus saves her. Next moment, the floor gives way and Kit, Colossus and Kurt fall down. Another part of the floor descends with Scott, Pietro and Pyro. Beast meanwhile takes on another statue, but it almost hits him. He clings onto a column, which is brought down moments later. He jumps clear, but Charles' wheelchair is knocked over by debris, Charles landing on the floor. It gives way but Magneto manages to save Charles.
As Jean rescues Bobby from a collapse, they're confronted by another statue. Storm blasts it, but her blasts get warded off and it lunges out at Storm, missing her but taking down yet another column. Bobby and Jean flee down a stair, but a piece of a column threatens to crush them. Jean TK's it away, but gets knocked out by some debris. The statue pursues them while a door closes, trapping them with the statue. Magneto, Beast and Charles reach another room and are sealed off from the rest. Meanwhile, Pyro lights the room where he, Scott and Pietro are. They see two statues, Scott tells them not to move, but Pietro speeds off and the statues come to life. Scott and Pyro will have to fight.
Storm's in trouble, she's trying to bring Jean round while warding off the statue. Bobby ices the stairs, the statue slides across the room and crashes into a wall. It rises again but Bobby ices it completely. Storm lights up the room with a ball lightning: they see two lion statues that come to life. Storm begins to blast them with lightning. Elsewhere, Colossus tries to smash through a wall when suddenly Kitty phases through it. He manages to stop himself in time. Kitty urges him to take it easy; Colossus asks her if she found anything but Kitty says it's too dark. Kurt ports in with Kitty's communicator, which was smashed. Kitty takes out her flashlight and together they go looking for the others.
Beast tries to radio Kitty, without success. He tells Charles they've got to look for them, but Magneto says they've got more important things to do. Charles agrees, saying they've been trained for it, but he'll give them a telepathic message where to find them. Magneto sees some hieroglyphs, and asks Beast if he can read them. Beast responds he can recognize certain signs, and pointing to a spider-shaped one he tells he certainly recognizes Apocalypse's sign. He continues the wall tells about a Pharaoh named Ramah Tut that came from the stars with advanced technology, which he used to take control of the kingdom. It also tells about a gray skinned mutant child that was left to die in the desert but was saved by a tribe of thieves. Its leader saw the child's powers and adopted it, giving him the name 'En-Sabah-Nur', 'The First One'. He developed into an unbeatable warrior. The Pharaoh saw the warrior as a menace to the throne, so he ordered his death. The Pharaoh's army wiped out the tribe, but En-Sabah-Nur survived, vowed revenge and took the name of Apocalypse.
Elsewhere in the tomb, Scott and Pyro are still fighting the statues. Scott blasts off an arm from one, and discovers the statues are robots. Pyro gets knocked over as Pietro arrives to tell he's found an exit. He then runs circles around the robot, creating a vortex that knocks it against the wall. At the other side of the wall, the impact loosens bricks, which break free. Bobby, carrying Jean, backs off as behind them the robot begins to break out of the ice. Storm manages to destroy both lion robots, but it's exhausted her and she falls from the sky. The robot breaks free, Bobby tries to ice it, but he's run out of ice. Jean comes round just in time to save Bobby: she topples the robot with TK and smashes it through the wall. It crashes into one of Scott's robots, destroying both. The third robot attacks but is stopped by Jean. She's relieved to see Scott again, they embrace each other and she tells him she's received a message from the Professor. Scott tells her he got it too. Pietro tells them he's found a way out, he picks up Pyro, and they all start following him.
Beast continues to translate the Hieroglyphs: they tell him Apocalypse drove away the Pharaoh and found his power source. It was a vessel called 'The Eye of the Ages'. He learnt its secret and wanted to use it to reshape the world after his image. Charles suddenly realizes Apocalypse's objective is to change all humans into mutants. Beast tells Apocalypse entered the vessel, but it drained him from his powers and left him helpless. Apocalypse was betrayed by his servants and locked into the vessel. It was hidden near the highest summits behind three portals, so he could never return. Magneto realizes they're not in Apocalypse's tomb. Charles adds it means they don't even know now where it is. Somewhere in the Himalayas, in the midst of a blizzard, two planes are standing next to each other. While Sabertooth is sniffing the plane, Wolverine's studying the tracks, and comes to the conclusion Mesmero, Mystique and Rogue have been there. Gambit adds, disapprovingly, they'd better follow the tracks instead of sniffing around.
Meanwhile, back inside the tomb, Kit's phasing through a wall, while Kurt ports in. They startle each other, Kit tells Kurt she thought he'd gone looking for the Professor, but Kurt replies he wouldn't leave her alone with 'steel face', since he doesn't trust him. Kitty tells him Colossus's not so bad; he's kind of a softie. Next moment, Colossus smashes through the wall. He tells them he was worried, and Kitty gives Kurt a 'you see?' kind of smile. Next moment, it's Scott and the group blasting through the wall, followed quickly by robots. As Bobby, Scott and Pyro begin to fight them, the others flee. Bobby and Scott retreat and tug along Pyro, saving him just in time from a blow from one of the robots.
Charles, Magneto & Beast reach a closed door and are intrigued by it. Magneto breaks it open and sees the vessel. When they approach it, a cryptic code on the vessel lights up and the vessel itself opens up. The three men board the craft. Beast recognizes it as the base of the Eye, while Magneto asks where the Eye is. Charles discovers a cerebral interface. He puts it on. Suddenly, Beast receives a message. It's Wolverine, he tells him they've followed Rogue to Tibet, and that she's there with Mesmero and Mystique. Magneto suddenly understands the reference to the mountains and that Apocalypse must be there. Wolverine tells Beast his coordinates, but then, he, Sabertooth and Gambit are knocked down by a psychic attack from Mesmero. Charles's mental block saves them, however. Sabertooth tells Logan that Mesmero ordered him to throw him off the cliffs. Gambit kindly asks if they'd both jump off. In the tomb, the fight's still on: Kitty and Colossus destroy one of them in a team-effort. The other robot, however, strikes back but misses them.
Meanwhile, in the Himalayas, Mesmero, the Rogue and Mystique enter a cave, and walk up to the third portal. Mesmero reveals the third key is none other than Mystique herself. Mystique reacts startled, as she thought Mesmero only needed Rogue. Mesmero tells her they're both needed, but that doesn't satisfy Mystique. She'd been told there was no risk for them both, and calls him a liar. Mesmero responds she won't be forgotten by Apocalypse. When Mystique subsequently asks why she wasn't hypnotized like Rogue, Mesmero responds he couldn't. Mystique asks what she has to do. Mesmero points to a small hole in the portal, tells her it leads to Apocalypse's sign. She's got only to lay her hand on it. Mystique morphs into a King Cobra and slithers through the hole. She finds herself in a round room with a small pillar. She hesitates for a moment, and then puts her hand onto the pillar. As the walls begin to rotate, Mystique wants to retract her hand, but finds herself stuck to the pillar. Mesmero lied, and Mystique turns into stone. Rogue enters the room, and starts descending a stair. As Mesmero looks on, he suddenly notices the entrance to the cave's beginning to glow.
Outside, Gambit has just charged it. The stone blocking the entrance explodes and the team rushes in. Mesmero's awaiting them, and tells them they can't stop destiny. Wolverine, Gambit and Sabertooth each try to tackle Mesmero, but he manages to ward off their attacks. Meanwhile, Rogue reaches the 'Eye of the Ages'. She takes off one of her gloves, and touches the 'Eye'. It opens up, emitting a fierce green light. Inside it, there's a very old looking En-Sabah-Nur, but as Rogue looks at him, he starts to open his eyes. Meanwhile, back in the tomb, the remaining robot is still pursuing the team. They encounter a closed portal, however Cyclops blasts a hole through it. They've landed in the hall with the vessel. The robot breaks through the wall, but Magneto slams it into a wall with a magnetic blast. Storm, Cyclops and Pyro take on the robot. Inside the vessel, Charles is still trying to work out how it works. He finds out what it does, and finally how to work it. Storm, Cyclops, Pyro and Magneto combine their powers, and manage to blast off one of the robots legs. Beast urges everybody to board the vessel. As they are doing that, Cyclops also manages to blast off one of the robot's arms.
Back in the cave, the fight's still on, and Mesmero takes down Wolverine, but this enables Sabertooth to get close enough to Mesmero to knock him out. This causes Rogue to wake out of her hypnosis, but as she begins to stare around, Apocalypse grabs her hand and begins sapping out the personalities the Rogue had absorbed. Apocalypse turns young again.Wolverine sprints into the round room, and discovers the petrified Mystique. He then continues to go downstairs and sees Rogue collapsed. As he checks her for signs of life, he sees Apocalypse rise out of the 'Eye' and begin hovering in mid-air.
Back in the tomb, Scott's the last one to board the vessel. Charles closes it. The damaged robot reaches the vessel, but as he tries to crush it, it suddenly disappears. Seconds later, the vessel re-appears in the cave. As Wolverine sees Apocalypse glide through the air, he overcomes his amazement and pops out his claws. However, as he tries to jump Apocalypse, some sort of pulse shock throws him back. As the group descends the vessel, they run for the round room but before they even reach it, Apocalypse comes 'floating' out. While everybody prepares themselves to fight, Apocalypse wipes them all away with another pulse. They all hit the floor pretty hard. Apocalypse floats towards the vessel, and as he reaches it, Charles and Magneto come round. Magneto tries to stop Apocalypse, but gets thrown back by yet another pulse. The vessel disappears. Magneto: "We have... failed." Charles: "Yes, and our greatest battle has only just begun."