Erik Magnus Lehnsherr, better known to the world as the hero and champion Magneto, sat in his observation room in his Wundagore citadel, staring coolly at the monitor screens around him. They all told him, through different images, the same thing.

Apocalypse had emerged.

Paris was understandably upset; of all his students and agents, only he had encountered Apocalypse's evil before. True, Charles, Logan, and his beloved Rogue had been careful to keep Apocalypse off balance all those years ago, but none of the others really knew what a threat the High Lord was.

Only those who had encountered Sinister had hints of what was to come, and even Remy and Scott, Sinister's 'favored,' didn't know half the connection their nemesis had to Apocalypse.

That had to change.

"Hmm...I wonder if it's time to call in a few favors." Erik smiled. "Charles knows so many powerful women, I have to wonder sometimes..."

"Erik! Y'all aren't thinking of draggin' Amelia back into this!"

Erik chuckled and turned. His wife stood there, tapping her foot impatiently. "Your southern is showing."

"For cryin' out loud, Erik...and don't change the subject!"

"The subject-Amelia?...Oh, the redhead. Honestly, it's not easy keeping track of Charles' loves-"

"ERIK!"

Erik laughed outright. "Raven, my love, you should know by now when I am teasing." 'Raven' blushed. "Actually, I was thinking more of Lilandra. Considering what we did for the Shi'ar empire..." Erik's smile faded. "...what we sacrificed..."

"It was what Mortimer wanted, Erik, you know that. Ah thought you stopped beating yourself up about that years ago."

"I did." Erik stood. "For the most part. Please see to Paris, my love. There is something I have to do."

Raven hugged him impulsively. "Don't work too hard." Then she flew off. Erik watched her go with a sigh, then walked out.

The citadel had grown over the years, impossible as he'd thought it to be when he'd first built it. Now, Interpol and SHIELD both had special forces stationed here, armed with Iron Knight armors, in case of another invasion like the Skrull War. More Beta-class mutants were applying for primary X-Factor duty than ever, but he sent most of them to the UN's Defender metaforce. Even so, he'd probably have to form a third team...too many of them had such potential.

"Hey, dad!"

Erik's smile returned. Good example, he thought as his youngest son rushed up to him. "Charles." He hugged his son quickly. "I wish I had the time, son, but-"

"You have to speak with Doom?" Charles asked innocently.

Erik fumed. Deliberately. It was difficult, as immense pride in his son threatened to overwhelm his anger. "Charles, we've suspected for some time that you would develop telepathic-"

"I wouldn't intrude on your thoughts, dad!" Charles said, serious for a moment. Then he smiled. "Ol' iron puss is at the door. His 'Frightful Five' are with him. I still can't believe-"

"The name was the Wizard's idea. He indulges the technomancer, as I often do with you. Off with you."

Charles' jaw dropped. "But DAD! I want to see-"

"GO!"

Charles backed away; his father had only spoken to him like that twice before in his life. "O-okay, dad, sure."

Erik shook his head as he watched his pride and joy walk away from him in confusion. I'm sorry, Charles, but it's better you were well away from this. He turned and floated toward the reception dome.

Inside, Doom and his warriors sat at a round table, the handsome Latverian sipping a wine from the citadel's own stores. The Wizard tinkered with one of his infamous antigravity disks. The Sandman eyed the grinning Sunfire nervously, as did Graviton watched by Storm. Titania, Doom's mate, watched silently from behind Doom, hands clasped behind her as she looked over the stern Red Team.

Magneto entered quietly, walking rather that flying as he passed through the door. Mirage started, the images she'd been examining in her hands fading as she came to attention.

"At ease, all of you. Doom is here under a flag of truce, is that right?"

"That is correct, Magnus," Doom replied, "and I always keep my word." With this, his eyes flickered briefly to Storm, who had the decency to look embarrased. She never looked away from the gathered supervillains, however. "Valeria, sit. There is no need for that."

"Yes, Lord Doom," Titania said curtly, and sat by his side.

Magneto sat across from the Latverian monarch. "I take it you were aware that I would want to speak with you."

"Yes," Doom said casually. "This must be the beginning of En Sabah Nur's 'testing.' I am unimpressed." Storm did look away from the five then, turning a shocked look on Magneto. He ignored it as best as he could. "He might be a threat to the cattle you serve, but he is hardly a threat to Doom."

"Apocalypse," Marneto nearly growled, "is older than any civilization presently operating on Earth. He may well be the oldest living thing born of this world. He is a fanatic determined to work his own mad eugenics program on a defenseless people, and rule the survivors to a merciless, damned future. His world will be a charnel pit, Doom."

Doom's eyes narrowed as his iron mask slid back into place. "An excellent wine, Magneto. It is good that you keep it only for those who are capable of appreciating it."

Magneto started to respond, when Captain Marvel rushed in, his cape half-attached. He looked at Storm sheepishly, and tossed a stern look at his father. Oh, by the Eternal, Magneto thought, exasperated. He will be furious about this. Graviton began to rise, and Sabertooth growled happily. Both forces began readying themselves.

Doom laughed harshly.

"You wonder why I hold you in contempt, Lehnsherr," Doom said. "You cannot see clearly that which is closest to you. I once thought you and Richards the only adversaries worthy of notice. Though it is difficult to fathom, even I can be wrong on occasion."

Magneto's eyes blazed with St. Elmo's Fire, which was defused at once by Valeria's desperate attempt not to crack a smile. "You are a vain, arrogant fool, Doom. I thought you would understand the threat Apocalypse is to everyone-to the world you would 'save' by ruling. I am all too aware that I am not perfect. But this-" Magneto stood. "Our truce is at an end. Get out of my home, Doom. Stay out of my path. With Apocalypse rising, I cannot afford to hope that you will join us any longer."

Doom's smile peered through even his mask. "Are you threatening me, Magneto? The soft-hearted champion of life and justice-"

Magneto's eyes burned coldly. "I grew up in a concentration camp, Doom. I have seen the depths human evil is capable of. And I will do whatever it takes-WHATEVER it takes-to ensure that such evil never returns to this world. Do you understand?"

Doom's smile vanished instantly. He looked Magneto over carefully. "Indeed." He rose. "If this...Apocalypse...is capable of restoring your backbone, then I am satisfied. No matter. You should not cross my path, Magneto, but you are no doubt aware of my opinion of this mutant. Should he interfere with my plans, then he must die. But beyond that, I have no interest in your foolish crusade. You should know that by know, Magnus."

Magneto sighed heavily. "I know, Doom. I know."

Doom nodded, and gestured to his agents. They followed him out quietly.

"Damn him," Magneto swore, rising. "The other 'villains' will stay well out of Apocalypse's way, but Doom-" He turned to face his X-Factor team.

They were standing at attention, even Marvel. Though his son's frustration was clear, none of them would turn on him now, when he needed them. "Come, my warriors. We must prepare for Apocalypse's next feint."

"All of us?" Marvel asked pointedly.

"Yes," Magneto said, his voice heavy. "All of you."

Marvel nodded, and they all followed.

"You weren't too hard on him, were you?" Clarice asked sardonically.

"He blew me off, then called Red Team to watch Doom's agents. Either I'm a part of the team or I'm not."

"You're his youngest kid, Charlie," Clarice replied, hugging him. "He's gonna worry about you. Deal with it."

"I'm older than you are," Charles shot back, but with little enthusiasm. He sighed very much like his father. "I hate it when you're right."

Clarice laughed. "Then you must be miserable an awful lot."

At which point the mighty Captain Marvel proved that he wasn't too old by sticking his tongue at his teammate.

Morph's neck elongated, and he eyed his teammates critically. "Hey! Is there silliness going on here...without me?! I'll have you two know that I am the designated team clown, and-"

Morph was cut off by the hiss of the observation room's door opening. He quickly snapped his head back into place before someone (i.e. Creed) could do it for him, and plastered the most angelic look he could on his colorless face.

"Screens on," Magneto commanded.

The monitors came to life and Nanny rose from the floor. "Hello, sir." She beamed at Charles, and smiled at the rest of the team. "And Red Team is here! You lot should visit more often. I haven't seen most of you in far too long."

Charles walked up and gave the robot a hug. "Not all of us, though, right, Nanny?"

Nanny smiled and stroked the young Alpha's hair. "No, not all of you..."

"Jeez, I'm gonna be sick..." Creed began, when Clarice stood right in from of him and favored him with her sweetest smile. "Aw, come on, kid, I'd really like ta keep my will to live..."

"Enough, all of you," Magneto said without turning. "Just from what I have seen in the last few moments, Mastermind and his Brotherhood have been emboldened by the arrival of the Horsemen. They have struck at a number of government banks in the Americas and Europe."

"Hmmph," Sunfire sniffed. "It comes as no surprise that they would not dare attack Japan."

"After what you did to Blob the last time they were there? I doubt it," Mirage replied. Sunfire merely shrugged.

"In addition, the Hellfire Club has new royalty. The Black Queen has acknowledged Wyngarde as her King, and a mysterious claimant seems to be in position to take the role of White Queen as well, with Emma having left the position vacant for years now."

Morph whistled, impressed. Storm frowned. "Wyngarde, it seems, has been very busy of late...robbing banks has not been his way for quite some time, as well. You are, of course, certain of all this?"

"Emma's spies are very reliable, and our agents' cameras seem to confirm it."

"Ah, Jay-boy's probably just gettin' back to his roots. The Brotherhood a' Pathetic Mutants is a joke, boss," Sabertooth growled, "and we can't waste time on 'em if someone who can hold Sinister's leash is about to cut loose."

"Wyngarde is, in his own way, a very serious adversary. He has evolved into the sort of person I...might have...and champions the mutant cause with conquest rather than coexistence. There are still many humans who fear us, after all." Magneto watched the screens passionlessly.

"Yea, think about it. Someone's got to be getting supplies to Lang," Clarice added.

"Um...Magneto, there's something going on in New York," Danielle said.

"Hmm?" Magneto looked over to the New York monitors, and indeed there was something going on.

The Horsemen had returned.

"Red Team-" Storm began.

"Wait," Magneto said, watching the Horsemen carefully.

They were not attacking.

"Now that," Magneto said watching the scene intently, "is very odd."

"You can say that again," Morph replied, for once subdued.

The humans below began to scatter and run, but the Horsemen, with what seemed to be a new Death at the lead, were just...patrolling?

"They're looking for something," Sunfire said.

"No...they seem to be trying to draw us out again," Magneto replied. "But why do they hold back? No matter their mission, surely-"

Pestilence and her horse were suddenly pulled to the ground.

"Graviton?" Mirage asked hopefully.

"I think not," Storm replied, blanching quickly.

Strange vine-like ropes wrapped around both horse and rider, slowly crushing them. War clapped and the bonds exploded-yet still some remained. War's horse dove...and was hammered by a hand formed from a nearby building.

"Honestly," a voice boomed, "can't a god go on a recruiting drive in peace?"

Loki emerged from the chaos, and the few remaining bystanders bolted.

"Ah well, I suppose you four will work as well." Loki's hands blurred, and Famine slipped from her horse and the brick hand pinned War to the ground. Death, however, managed to avoid the bolt of flame that emerged from a gas main, and his scythe ripped through the demons that had tried to attack him.

"Even gods fear Death," the new rider intoned.

Loki laughed. "Death is my daughter, foolish mortal. Thou art a pretender to the throne."

The rider responded by slashing at Loki with his scythe. In his arrogance, Loki held his ground, casting an effect to heal himself as the blade passed through him

Loki screamed.

"You should not have attacked us," Death said as Loki clutched at his wound.

"What hast thou done, thou cursed mortal! The would does not heal!"

"He is Death, godling," a voice more terrible than Loki's boomed. "We sought the same mutant to recruit, it seems. Though I wished it otherwise, it seems we must battle now."

The vines and hand vanished, and Famine's horse got off of her. "It is your daughter who pretends, Loki. For Death must serve...Apocalypse!"

"Oh shut up, mortal," Loki spat, firing an eldritch bolt at the mutant.

Apocalypse teleported away, reappearing beside the Norse god. "I am no mortal! I am En Sabah Nur!" His right arm lanced out with incredible speed, turning into a blade which sank deeply into Loki's wound. Again, Loki screamed, more shrilly than before. "I have watched as the gods faded from this world, and seen their pathetic attempts to take the Earth anew! It shall not happen!"

Slowly, points of blue-gray spikes began to emerge from Loki's skin. "By the Eternal," Magneto breathed, watching in shock, "he's tearing Loki apart from the inside!"

"He's disrupting the Godhead within him..." Captain Marvel added, his eyes wide.

"This world shall be mine!" Death slashed at Loki's legs, cutting them off bloodlessly at the knees. Famine's powers at last began to take effect, draining his strength. War clapped, and Loki's helmet exploded. Pestilence kissed the weakening god, and sweat formed on his forehead. Apocalypse smiled at his Horsemen. "Clever efforts, all of you. You are truly the strong. The fit."

"No mortal can kill me..." Loki said, eyes wide with fear.

"Have you learned nothing?" En Sabah Nur asked, his left arm forming an enormous axe. "I am no mere human." His right arm slithered out from the hideously wounded godling.

"I AM APOCALYPSE!"

The slash from Apocalypse's attack cut Loki evenly in two.

The Avengers flew down, arriving in time to see Loki's power flow away from him in all directions. His corpse fell to Apocalypse's left... and right...and began to bleed.

"Odin's blood..." Thor whispered. "Loki cannot bleed..."

Apocalypse's hand returned to its normal shape, drenched in Loki's blood. "It would seem otherwise, Thundergod."

"Murderer!" Thor cried, lightning flying from his hammer in a torrential fury, only to strike the space where the Horsemen had been a moment ago. The glow of Apocalypse's teleportation powers faded.

Magneto and Red Team watched in shock as the Avengers gathered around their stunned teammate. Thor was weeping over Loki's violated form.

"He did it." Magneto reached for the controls with a trembling hand. "He killed a god."

"What do we do now, Magneto?" Storm asked. They all turned to him.

"For the first time, X-Factor...I do not know."

Need it be said? To be continued!