When Oracle, the psychic member of the Imperial Guard is kidnapped by Apocalypse, Professor Xavier deduces his scheme involves capturing mutants with telepathic abilities. The X-Men are split up to track them down before the villains can, which puts Wolverine and Shard in the middle of a scuffle between Archangel and a ninja named Psylocke.

Cable & the X-Men destroy the Lazarus Chamber. They then use Cable's computer and Cerebro to track a homing device on the Professor to the control axis where Apocalypse reveals his plan to use the psychics to destroy all time, and recreate a universe, where he will rule unchallenged. Feeling that he was deceived by Apocalypse, Magneto attacks him when Cable arrives and joins the attack. Apocalypse begins draining the psychics which causes time and history to start to disappear. Bishop sees this and releases the psychics. Sinister and the Nasty Boys retreat. Apocalypse and his Horsemen are defeated by the heroes. Using Cable's time-spaceship, everyone else is returned to present time at the X-Mansion. Cable then travels back to his own time.