Apocalypse hovered ominously over the now unrecognizable city. Fires lit up the night sky as people screamed and fled from the attacking genetically enhanced soldiers. Apocalypse pondered his second chance at life as he watched a woman blasted in the back with a disrupter beam as she was trying to flee. He had come so close to defeat at the hands of the combined forces of the X-men and the Brotherhood. He had managed to survive through possessing another body, and managed to convince Sinister to back him again with genetic soldiers.

His ruminations were rudely interrupted by a bright red optic beam that hit him full in the chest and sent him crashing into the ground. Apocalypse rose to his feet, growling and baring his smoking chest.

"X-men…" He growled. Apocalypse pushed a button on his wrist and immediately two soldiers ran to his aid. Wolverine spun quickly and slashed the first soldiers forearm, separating it from his body, and used his momentum to drive his claws through the throat of the other. Claws dripping in blood, he put the first soldier out of its misery before joining in the battle already taking place.

Apocalypse was simultaneously holding off a energy beam from Bishop with one hand and telekinetically grappling over a car with magneto with the other. Colossus lay off to the side, clutching his side at what appeared to be at least several broken ribs. Gambit took advantage of the stalemate to hammer Apocalypse with a few well placed throwing cards, which sent him falling to the ground. Logan jumped on the downed villain and slashed him in the face, feeling a strange liquid spurt out as he ripped into the metallic skin. He landed three slashes before he felt an explosion inside of his chest. All he could remember as his vision went black was the feeling of flying high above the battleground, and falling towards the unforgiving street….

Apocalypse turned the gun towards Bishop next, who jumped away from the blast fast enough to be pushed into a building by the shockwave. As he slid to the ground loosing consciousness, he still tried to draw his gun, but dropped it as his hand went limp. Cyclops started to become desperate as he saw the X-men dropping like flies. He reached into his pocket and pulled out what looked like a police baton. Beast and Forge had spent months working on it, and still Cyclops doubted it would provide more then a temporary distraction to the mutant. Nevertheless, he had to try something, or else this battle would be their last. Scott sprinted towards Apocalypse who was now fully entangled in a telekinetic duel with Magneto. The two were inches apart, but Scott could feel the air between them being compressed and warped by the two massive powers. Scott stopped a foot in front of Apocalypse, who turned his head just in time to see the baton hit him in the stomach.

The heavily modified taser hit the mutant with the power of a thousand lightning strikes, enough voltage to turn an elephant into a pile of ash. Apocalypse grimaced, and swatted and Scott, who amazingly, dodged the incredibly fast attack only through foresight that his training had given him. Scott hit Apocalypse a second time, and the mutant yelled in anger. He struck out again, and this time, Scott was caught full in the chest. He heard a crack as he was sent flying, and a few more as he hit a nearby building at an incredible speed.

Scotts distraction proved effective, as when Apocalypse turned his head back towards Erik, he was crushed by a wall of magnetic force. The giant stumbled back, clutching his chest. Magneto took advantage of the reprieve, and smashed Apocalypse with a pair of cars. Gambit was busy fighting a pair of soldiers, who were trying to tag him with disrupter beams. Remy dodged the first, and whacked him in the chest with his staff while releasing energy, causing a shockwave which collapsed his chest and sent him flying away. The other soldier tried to draw a deadly looking pistol, only to be hit by a card in the throat, which exploded and separated the soldiers head from his body.

Suddenly the wreckage Apocalypse was buried under exploded outward, and the mutant emerged, his arm a giant clamp. He grasped Magneto around his body and squeezed with all his might. Erik desperately tried to repel the metal, but Apocalypse was too strong. Remy let loose a barrage of cards just as Magneto's ribs began to crack. The cards lodged themselves in Apocalypse's chest before exploding. He grunted, and turned the clamp into a metallic tentacle and flung the unconscious magneto away. Remy drew a new deck of cards, and shivered as he saw Apocalypse smirk.

Now there's no one left between him and me… Remy thought. Apocalypse raised his hand, and Gambit gasped as a bright pink light lit in his chest and flowed into Apocalypse. He's taking my energy… Remy thought with desperation as he struggled to cut of the flow of power.

Desperate and out of options, Gambit accepted the flow of energy, and pushed all of his remaining power into Apocalypse in a surge of energy, only he directed it to go into his armor instead. The last ditch effort worked, and Apocalypses armor exploded in an explosive shockwave. Remy pulled his face out of the dirt to see a very angry Apocalypse pulling a large shard of armor out of his chest. The mutant pointed his hand at Gambit and formed it into a very nasty looking crossbow.

"Well fought," Apocalypse spoke as the arrow began to draw back before its explosive release. Impossibly fast, the injured Colossus threw himself in between the two, and smashed the bow aside. The arrow released and impaled Apocalypse through the shin, before exploding, blowing his leg clean off and sending him flying back.

ARRRGGGGGHHHH the giant yelled as he pushed himself up, his leg already reforming. The injured and armor-less Apocalypse glared at Piotr with hate glowing in his eyes. The two charged each other, and Apocalypse landed a massive uppercut to the Russian's jaw, yet Colossus grabbed the monster's wrists and they both went flying through the force of the blow. Apocalypse took control of their flight and the two began exchanging blows in midair. The battle of the Titans had begun. Colossus landed a hard right hook, only to be pummeled twice by the very angry tyrant.

Both brawlers were gasping and rapidly losing consciousness, when Piotr pulled his fist back and landed a titanic blow to the villain. Apocalypse lost control and both fighters fell to the ground in an exhausted heap. They both pushed off of each other and stood up slowly, covered in dents and cuts so deep that organs could been seen. Apocalypse threw a slow punch at the X-man, who took it right in the jaw. He stumbled, then retaliated with his own strike, staggering Apocalypse.

The evil ruler drew back his fist for what was sure to be the knock-out blow, when Colossus ducked under the blow and wrapped his massive arm around Apocalypse's body. He roared with primal fury as slammed the giant into the ground, where he breathed his last. The metallic shine fell from Piotr's skin as he collapsed on top of the person he had given so much to defeat. As his vision began to dim, he saw his injured friends picking themselves up and limping over to him. As Piotr drew his last breath, he felt nothing but pure satisfaction, because his friends were well worth the sacrifice.