In the back yard of the Senate building, two cameramen and a blonde reporter, JILL HARRIS, hide behind a tree near the office building. They look on as Storm continues her fight with Mystique.

JILL: "I can't believe you talked me into this."

CAMERAMAN: "We're the only press members that haven't taken off yet, boss. This is a hell of an exclusive for us to record live since we're the only ones left here."

Jill nods and turns to the Cameramen, pointing to the fights in progress around the area.

JILL: "For those of you just joining us, Channel Eight News is filming the mutant attack in progress after it broke out in the Senate hearing. The President and Mr. Trask were among the first to successfully escape, along with several other reporters and photographers. All of the secret service agents assigned to guard this hearing were found either unconscious or dead throughout the area, some literally starved to death and others fatally drained by some kind of sickness."

Jill turns and looks over at Apocalypse. The Cameraman turns to Apocalypse and films him, as he stares ahead at the battles in progress.

JILL: "The only one who has yet to join the fight is, in fact, the leader of these mutant criminals, who calls himself Apocalypse."

Jill and the Cameraman turn to the right, as Essex continues to dodge Scott's attacks.

JILL: "As you can see, several other mutants had joined the battle just minutes ago and are continuing their confrontation."

Elsewhere, Scott fires another optic blast at Essex and he dodges it. Essex leaps at Scott and grabs his wrists, stopping him from firing more eyebeams.

ESSEX: "Don't fight me, Scott. I don't want to hurt you."

SCOTT: "You're not getting away with what you've done, Essex!"

ESSEX: "All I've ever wanted was to give you what you want. You're everything, Scott. I just wanted what is best for you."

SCOTT: "What's best?"

Scott head-butts Essex and he staggers back. Scott punches at Essex's jaw, but he blocks it and moves back. Scott punches at Essex again and again, but he blocks his attacks.

SCOTT: "You abducted Rogue and Warren! You allowed Apocalypse to torture them and brainwash them! You kept me, my brother and my resurrected wife prisoner! You killed innocent people and are trying to kill my friends!"

Essex grabs Scott's hands and holds them, stopping him from fighting back. Scott struggles to get loose, but Essex keeps a tight hold over him.

ESSEX: "I am trying to help you. I am trying to save you, Alex and Jean from being exterminated. Lord Apocalypse wants only the strong to survive."

SCOTT: "I don't need your help."

ESSEX: "You will. You just don't know it yet."

Scott sneers and throws Essex aside, making him hit the ground. Scott turns the dials on the sides of his visor and fires an optic blast at Essex. Essex rolls aside and the eyebeam punctures through the ground.

Nearby, Jean sits on her knees with her eyes shut and her hands placed on Warren's head. Jean twitches, tensing, as Xavier and Moira look on. Lorna crouches next to Jean, as Jean grits her teeth and flinches. JEAN MOANS and she lets go of Warren. Jean weakly falls back, but Lorna quickly catches her.

LORNA: "Easy, Jean. Easy."

MOIRA: "Is she all right?"

XAVIER: "She's just exhausted, Moira. We need to let her rest."

Lorna helps Jean sit up and she rubs her head, dazed. Jean lifts her head up and opens her eyes, as footsteps grow closer to her. Logan, Bobby, Gambit and Rogue stand before Jean and she looks at Logan with a soft smile. Logan stares at Jean in shock. Logan pauses a moment, stunned, and Jean nods at him.

JEAN: "Hello, Logan."

Logan can only stare at her. She pauses for a moment and gives him a nod.

JEAN: "It's me, Logan." (beat) "It's ME."

Logan pauses and his claws slowly slide back into his hands. Logan crouches before Jean and looks at her eyes a moment. Logan sets his hand gently on the side of Jean's face.

LOGAN: "Welcome back, Jeannie."

JEAN: "Thank you."

Logan looks at his hands and then at Jean.

LOGAN: "I'm sorry for... you know."

JEAN: "You did what you had to do, Logan. It's all right."

Jean pauses and looks at Rogue. Her smile fades as she eyes Rogue in concern.

JEAN: "Rogue, you're hurt."

Moira looks at Rogue and notices the bloody tears on the back of her outfit.

MOIRA: "Oh, Rogue. I'll get you to the jet for medical attention."

Rogue steps back nervously and shakes her head.

ROGUE: "No. I'm all right. Besides, we're not done here yet. Y'all need me, remember?"

BOBBY: "Maybe Moira's right, Rogue. We can handle things here while you get treated."

Bobby takes Rogue's gloved hand in his own and she looks at him. Bobby looks at Rogue with a soft smile.

BOBBY: "It's okay. We can handle this."

A faint blasting noise occurs from behind and Rogue turns around. Scott fires an optic blast at Essex, but he dodges it and his hands glow with red energy.

ESSEX: "Forgive me, Scott. You left me no choice."

Essex jabs Scott in the stomach and fires an energy beam at him, pushing Scott backwards.

BOBBY: "Cyclops!!"

Scott lies on his back on the floor, dazed, while Essex pauses and turns around. Essex notices the film crew hiding nearby and smiles.

CAMERAMAN: "Uh, Jill... this can't be good."

ESSEX: "A reporter? How utterly... human."

Essex aims his hands at their direction to fire an energy blast, when Rogue charges at him.

ROGUE: "NO!!!"

Essex turns around, as Rogue gets near and punches Essex across the jaw. Essex staggers back, rocked off-balance, and Rogue delivers a left jab to Essex's gut. The energy fades from Essex's hands, as he falls to his knees and holds his gut, doubled over in pain. Rogue sneers and delivers an uppercut to Essex's jaw. Essex falls and hits the ground, stunned. Rogue looks down at Essex and then looks at Jill and her two crew members in concern.

ROGUE: "Are y'all okay?"

Jill and the crew members just stare at Rogue a moment, stunned. Jill finally nods.

ROGUE: "Good. Then I suggest you go before they try to get you again."

JILL: "Come on, let's go, guys!"

Jill backs away and runs off with the two crew members. Rogue turns around and looks over at Scott, as he sits up and rubs his stomach. Rogue gives him a soft smile.

ROGUE: "Welcome back, Mr. Summers. Are you okay?"

Scott looks up at Rogue and nods, as he gets to his feet.

SCOTT: "Yeah. Thanks."

ROGUE: "Don't mention it. Looks like your brother could use some help, though."

Scott turns and looks over to his left at Alex, who is already locked in a fight with Sage. Alex blocks Sage's punch and punches at her jaw. Sage blocks it and knocks Alex back a few steps.

SCOTT: "Alex?"

Scott steps forward to join Alex, but Essex kicks at Scott and trips him. Scott hits the ground and he turns around to Essex. Rogue turns to Essex.

ROGUE: "Shall I take care of this creep for you?"

CYCLOPS: "I appreciate the offer, Rogue, but I can handle him."

ROGUE: "All right. I think I can make myself useful elsewhere."

XAVIER: "No, Rogue."

Rogue turns and notices Xavier nearby.

XAVIER: "Stay here and rest for a few moments. You need to recover...Please."

Rogue SIGHS and nods. Beast leaps aside as Autumn reaches for him, and Apocalypse looks on. He then turns to Warren, as he sits up and rubs his forehead. Moira turns to Warren, as Lorna helps him sit up.

WARREN: (grunts) "My head."

LORNA: "Warren! How do you feel?"

Warren turns and looks at Lorna in confusion.

WARREN: "Lorna? What happened?" (beat) "Where are we?"

LORNA: "Warren, a lot has happened the last few weeks."

WARREN: "Weeks?"

Warren stops and notices his metal wings. Apocalypse sneers and approaches the X-Men, as Warren stares at his wings in shock.

WARREN: "Oh, my God."

LORNA: "You'll be all right."

APOCALYPSE: "You did this, didn't you?"

Warren looks up at Apocalypse, as he stands before the gathered X-Men.

WARREN: "Now I remember. You did this to me."

APOCALYPSE: "Yes. I turned you into my magnificent Horseman of War. But now they have made you weak again. You are not worthy of being spared."

Logan stands before Warren and sneers at Apocalypse, as his claws pop out of his fists.

LOGAN: "You talk pretty tough for someone who's been standing aside for the entire fight."

APOCALYPSE: "It seems a waste of my time to deal with a speck such as you. However, if it's a fight you wish..."

Apocalypse quickly jabs Logan in the gut before he can react, then he grabs him by the collar and quickly spins around, throwing Logan away. Logan is sent flying at the Senate building and slams through the back wall, falling down and landing inside.

JEAN: (yells) "LOGAN!!"

Apocalypse turns around, as Warren stands up and hovers in the air, floating up higher and higher off the ground.

WARREN: "Why you sick bastard! I'm going to put an end to this now!"

Warren fires two feathered blades from his wings at Apocalypse, but he leans aside and dodges them. Apocalypse quickly raises his right arm and fires an energy beam from his fist, knocking it on Warren's chest. Warren staggers back, dazed, and Jean stands up.

JEAN: (snaps) "NO!"

Jean shoves her hands forward and Apocalypse is shoved backwards by her telekinesis, sent flying backwards and smashing back-first through a tree. Apocalypse gets up, unfazed, and approaches Jean. Apocalypse approaches Jean and sneers.

APOCALYPSE: "You foolish young woman. You cannot stop me!!"

Apocalypse stops and turns around, as Logan leaps at him from behind. Logan stabs his claws forward and they pierce into Apocalypse's chest. The impact knocks Apocalypse down and he lands on his back to the floor, with Logan scowling at him. Apocalypse kicks Logan off of him and he staggers back. Apocalypse gets up to his feet and Logan slashes his claws at him. Apocalypse blocks Logan's punch and punches him across the jaw. Logan steps back, wincing, and he slashes his claws at Apocalypse again. Apocalypse catches his arm and uppercuts Logan under his chin, flipping him over and sending him falling to the ground. Logan lands on his front, flinching, and Apocalypse stomps his foot down on his back. LOGAN GRUNTS from the pain.

APOCALYPSE: "You amuse me, mutant. I cannot be defeated by the likes of you."

Apocalypse looks up, as three energized poker cards are thrown and they hit his chest. The cards explode and the impact shoves Apocalypse back several steps from Logan. Gambit stands several feet before Logan, shuffling a deck of poker cards in his hands. To Gambit's left stands Lorna, while Bobby stands to his right.

GAMBIT: "We beg t' differ."

Apocalypse grins, as Logan gets to his feet.

APOCALYPSE: "You are only delaying the inevitable."

LOGAN: "Wanna bet?"

Apocalypse punches at Logan again, but he blocks it with his right hand and jabs his left fist forward, stabbing his claws into Apocalypse's gut. Apocalypse sneers and backhands Logan, knocking him back. Jean pauses and then turns around, running off to the side.

Elsewhere, Alex blocks Sage's punch and tries to jab his fist on her gut. Sage blocks it and delivers a haymaker to Alex's jaw, knocking him back. Sage then kicks Alex on his chest, knocking him back a few steps. Sage spins around and kicks her leg high at Alex's head. Alex barely dodges the kick and quickly pushes his hand forward, palm out. Alex fires an energy blast from his palm that hits Sage on her chest, shoving her back and to the floor. Sage sits up and sneers, as Alex suddenly stops moving, frozen in place by Sage's telepathic hold. Sage stands up and raises her hand back to strike. Jean catches her fist from behind and Sage turns around to her.

JEAN: "Uh-uh."

Jean shoves her free hand forward, palm out, and sends her flying backwards a few dozen feet with her telekinesis. Sage collides against the back wall of the office building and is pinned there, unable to move. Alex staggers forward and rubs his head.

ALEX: "Whoa. What was that?"

JEAN: "She was keeping you frozen in place with her telepathy. However, I used my own on Rogue to find out about her other power -- to restore dormant mutant powers."

Sage pauses in realization and notices Xavier wheel before her, with Moira at his side.

JEAN: "Let's hope this gamble works, Professor."

XAVIER: "There's only one way to find out, Jean."

SAGE: "No!!"

Xavier grabs Sage's hand and white energy flows from her hand into Xavier. Xavier pauses a moment, tensing, and Moira looks at Xavier in concern.

MOIRA: "Charles?"

Xavier lets go of Sage's hand and pauses. Jean shoves her hand forward and her telekinesis shoves Sage back against the wall hard, knocking her out. Sage falls to the floor, while Xavier turns around to Jean and then he smiles.

XAVIER (telepathically): "Yes, Jean. It worked."

Jean smiles and looks at Alex.

ALEX: "What is it?"

JEAN: "The Professor's powers have been permanently restored."

Xavier pauses and looks away.

XAVIER: "Scott."

On the other side of the large back yard, Essex blocks Scott's punch to his face and delivers a jab to Scott's gut. Scott staggers back, but Essex pulls Scott forward by his fist and delivers a haymaker across Scott's jaw. Scott staggers back and Essex releases Scott's fist. Scott turns to Essex and barely blocks his punch to his face. Scott turns and flips Essex over, sending him falling to the floor. Essex lands on his back, but rolls aside and turns to Scott, standing. Essex punches at Scott again, but he blocks it with one hand. With his free hand, Scott uppercuts Essex under his chin and he staggers back. Scott quickly kicks his left leg out and his foot hits Essex right on his chest, knocking him back several steps. Essex regains his balance and jabs his left fist, firing an energy beam at Scott's chest. Scott staggers back from the blast, as Essex approaches him.

ESSEX: "I don't want to do this, Scott. I don't want to hurt you."

Essex aims both fists forward and fires another blast at Scott's chest. SCOTT GRUNTS as the blast shoves him backwards several feet. Essex ends the double blast and Scott falls, landing on one knee. Scott wraps his arms over his chest, flinching.

ESSEX: "This hurts me more than you, Scott. All I want is your happiness."

Scott lifts up his head, as Essex's hands shine with energy. Red steam rises from Scott's eyes beneath his visor.

SCOTT: "You should have thought about that before you decided to go after my friends, slime-ball."

Essex fires another blast at Scott and he turns the dials of his visor all the way around. BOOM! An enormous beam of red energy flows from Scott's eyes, like water flowing from a broken fire hydrant. The energy beams collide onto one another and stop in mid-air. Essex strains, trying to push Scott's beam back. Scott sneers and the optic blast continues to push forward, slowly but gaining power. Essex steps forward, but is pushed back a few steps. Essex strains, gritting his teeth, until finally his own energy beams fade away.

BOOM! With Essex's beams gone, Scott's optic blast hits Essex and he SCREAMS in pain as the eyebeam sends him flying backwards. Scott's optic blast pierces through into Essex's chest as it pushes him backwards and towards the back wall of the Senate building. The optic blast shoves Essex back through the wall and...


BOOM!!

The wide optic blast shoves Essex back through a wall and into the hall of the back hall of the Senate building. The optic blast continues forward and pushes Essex through the wall into the next room, and then through that wall and --


BOOM!!!

Essex is pushed backwards by the optic blast out into the front yard of the Senate building and the blast finally fades. With the optic blast gone, Essex falls and hits the ground, with green blood oozing from his mouth, his nose and the large gashes in his chest and stomach. Essex is CHOKING as he tries to breathe.


In the back yard of the Senate building, Scott lowers his head, with red steam rising from his pupils beneath his ruby-quartz visor. Scott pauses and then turns to his right. Jean, Alex, Xavier and Moira are crowded nearby and they stare at him.

ALEX: "Whoa. That was..." (beat) "Whoa."

Scott smiles at Alex. He stands and turns his head as he hears the sounds of a battle. Scott notices Storm dodging Mystique's kicks nearby.

SCOTT: "Storm."

On the other side of the back yard, Mystique kicks Storm on her stomach and she staggers back. Mystique quickly spins around and kicks Storm across the jaw, knocking her back. Storm regains her balance, as Mystique punches at her. Storm catches Mystique's arm and punches her on her gut. Storm pulls Mystique back to her by her arm, but Mystique strikes first, delivering a punch across Storm's jaw. Storm steps back and releases Mystique's arm. Storm turns back to Mystique and Mystique kicks at her, hitting Storm on her ribs. Storm winces and takes a few steps back, as Mystique delivers a kick to her head. Storm blocks the kick, but Mystique turns and kicks her other foot across Storm's jaw, making her release her foot. Mystique regains her footing, while Storm hits the ground, shutting her eyes. Mystique grins and kicks low at Storm, but she catches her foot and opens her eyes, now completely white. Storm shoves her free hand forward and it hits Mystique's chest, delivering a lightning bolt onto her. The blast knocks Mystique back and she hits the floor, unconscious. Storm stands and looks to her left at Beast in the distance.

Beast dodges Autumn's kick to his head and steps back. Autumn spins around and delivers a flying roundhouse kick to his head. The kick knocks Beast down to the ground and Autumn removes her gloves. Autumn reaches for Beast's face. He catches Autumn by her wrists, stopping her hands just inches from his face.

AUTUMN: "Come on, Dr. McCoy. I'll make your defeat quick."

XAVIER (telepathically): "Yes, it will be."

Autumn pauses and then twitches. Autumn falls back off of Beast and lands unconscious. Beast sits up and looks over at Xavier and Moira in the distance. Xavier smiles at Hank.

XAVIER (telepathically): "I think the others could use your help with Apocalypse."

A gush of wind builds up from behind, letting Storm's cape flow in the wind. The gush of wind builds up and lifts Storm up into the air slowly.

STORM: "Then let's go."

Beast nods and leaps away, sailing over a good thirty feet of the back yard, and towards the direction of the X-Men's fight with Apocalypse. Storm flies through the air, following Beast. At one end of the back yard, near the Senate building, Lorna stands near Bobby as he fires a breeze of icy mist at Apocalypse. The icy forms around Apocalypse's arms, pinning them together. Apocalypse sneers and moves his arms against the ice, breaking it off from his body easily. Apocalypse fires an energy blast at Bobby and hits his chest. Bobby is shoved back, but Gambit catches him and stops his fall. Gambit and Bobby turn to one another.

BOBBY: "Thanks."

GAMBIT: "Don't mention it."

Gambit and Bobby turn back, as Logan slashes his claws at Apocalypse from behind. Apocalypse flinches, as Logan digs his claws deep into his back. Apocalypse reaches behind and grabs Logan by his collar. Apocalypse pulls Logan off and throws him aside. Lorna turns to Logan, as he is sent flying at the Senate building wall, and she holds up her hand, stopping him. Lorna sets Logan down on his feet lands on his feet, as three feathered blades are fired down and hit Apocalypse in his shoulder blades. Apocalypse staggers forward and turns around, looking at Warren hovering in the sky, flapping his metal wings. Warren tries again, but Apocalypse raises his hands up. Apocalypse fires an energy blast at Warren, but Lorna flies at Warren from nearby and grabs him, moving him aside. The energy blast misses and hits only air. Apocalypse turns to fire again, but Logan again leaps at him and stabs his claws into his chest. Apocalypse falls to the ground, with Logan digging his claws deeper into Apocalypse. Apocalypse sneers and knees Logan on the gut. The kick shoves Logan back and off of Apocalypse. Apocalypse stands up and turns, just as Gambit tosses three energized poker cards at him. The cards hit Apocalypse's chest and explode, making him stagger back but is unhurt.

APOCALYPSE: "Fool! Are those blasts supposed to hurt me?"

Apocalypse fires an energy blast at Gambit, striking his gut. Gambit is knocked back and hits the ground. Gambit sits up and Apocalypse approaches. Rogue flies to Apocalypse from behind and jabs her fist onto his back, knocking him forward a few steps. Apocalypse turns around to Rogue and she punches him across the jaw, knocking him back a few steps.

ROGUE: "Leave them alone!!"

APOCALYPSE: "Fool! You do not give orders to your master!"

Apocalypse backhands Rogue and sends her flying back. Rogue stops herself and shakes off the effects of the hit. Rogue flies at Apocalypse, as he aims his hands at her. Apocalypse fires an energy blast at Rogue, when Beast leaps at Apocalypse and kicks his back with both feet. Beast lands crouched and moves aside, as the kick knocks Apocalypse forward. As Rogue gets to Apocalypse, she delivers an uppercut that knocks him back several steps. A rumble of thunder rolls in the sky, as it starts to darken. Apocalypse turns and looks at Storm hovering in the air nearby, with lightning sparking in her fingertips and in her eyes. Storm looks down at Apocalypse and fires a lightning blast from her hands, hitting his chest. Apocalypse steps back, unfazed. Apocalypse looks at Lorna, as she waves her hands. A parked car at the side of the Senate building suddenly levitates into the air and Lorna shoves her right hand to her left side. As Apocalypse stands and turns to face the car, it is sent flying right at him. The car knocks against Apocalypse and slams him back a few dozen feet. Apocalypse collides against a tree with the car toppled over on top of him. After a few seconds, the car is knocked over and off of Apocalypse, as he stands up in anger.

Storm turns to Apocalypse, as the X-Men charge at him. Apocalypse fires two energy blasts at the approaching X-Men, but they dodge it and Bobby fires two icy blasts from his hands. The ice covers over Apocalypse's hands a moment, ending the blasts. Apocalypse makes his hands into fists inside the blocks of ice and they shatter off his hands. Another roll of thunder fills the sky and a large bolt of lightning strikes down from above, hitting Apocalypse in the gut. The lightning knocks Apocalypse back several steps. The ground behind Apocalypse suddenly freezes and the icy mist spreads over the grass under his feet and before him. Bobby is crouched on the floor with his hands on the floor, sending the icy mist spreading on the grass around Apocalypse. Apocalypse slips and hits the ground, as Warren fires three more feathered blades at Apocalypse. The blades stab into Apocalypse's chest and he sits up.

APOCALYPSE: (snaps) "ENOUGH!"

Apocalypse gets to one knee and slams his fists down on the ground, shaking it as the icy coating over the grass shatters. The shaking of the ground knocks some X-Men down to the floor, such as Gambit and Bobby, while others like Rogue, Logan and Beast keep standing. Apocalypse turns and sees Beast leap at him, reaching for Apocalypse. Apocalypse grabs Beast first and turns, throwing him away. Beast collides onto Logan and both hit the floor, while Rogue flies to Apocalypse to punch him. Apocalypse turns to Rogue and punches her across the jaw. Rogue is knocked away and hits the floor, as Apocalypse turns to Storm. A gush of wind flows from the air and at Apocalypse, low at first. The wind starts to build, but Apocalypse keeps standing. Apocalypse fires an energy blast from his hand at Storm, but she flies aside. Apocalypse turns to Storm and quickly fires another energy blast, which hits her chest. The beam knocks Storm out of the air and she falls to the ground. Before Storm can land on her back on the floor, she stops and hovers just a few feet before the ground. Storm and Apocalypse turn around, as Jean, Scott and Alex approach.

SCOTT: "Back off, Apocalypse."

APOCALYPSE: "More little gnats. To think, Essex wanted you all spared. You are not worthy. Only the strong win in the end."

SCOTT: "Wrong, Apocalypse. Heart is what wins battles."

Apocalypse smiles, as his hands shine with energy.

APOCALYPSE: "How amusing. You still cannot oppose me."

Apocalypse fires an energy blast at Scott and Alex, but they duck and dodge it. Scott turns the dials of his visor and fires an optic blast that hits Apocalypse's chest. He is shoved back a few steps, but easily regains his balance, unhurt. Alex sneers and his hands shine with bright red energy. Alex fires an energy blast at Apocalypse as well and the two energy blasts push Apocalypse back several steps. Apocalypse pushes back slowly against the blasts, but Scott and Alex stand their ground.

ALEX: "You as tired of this guy as I am?"

SCOTT: "Yeah. Let's finish it."

Scott turns the dials of his visor back to their limit and his eyebeam gets more intense. The double blasts shove Apocalypse back several steps. Apocalypse takes a few steps forward, pushing against the energy beams, but their power finally shoves Apocalypse backwards.

APOCALYPSE: (grunts) "NO!!"

The dual blasts shove Apocalypse backwards and towards the Senate building. Apocalypse regains his footing and pushes his hands against the energy blasts, firing his own energy blasts against them. Apocalypse's blasts finally pushes the two energy blasts back. The impact knocks away Alex and Scott in the process, making both men end their blasts as they hit the ground. Both men lie on the floor, dazed.

JEAN: (yells) "SCOTT!"

Jean looks away from Scott to Apocalypse, sneering in rage. Jean turns to Apocalypse, glaring, as he aims his hands at Jean. His beams shine bright to fire, but are unable to move. Jean's hair starts to blow in the wind, as Xavier looks at Jean in concern. Jean bobs her head forward and Apocalypse is sent flying back into the open back door of the Senate building. Apocalypse is pinned against the wall, unable to move. The wall behind Apocalypse begins to crack, as he is pushed against it. Scott sits up and looks at Jean.

SCOTT: "Jean? What're you doing?"

JEAN: "Ending this."

The cracking of the wall behind Apocalypse affects the ceiling and it slowly chips away, spreading throughout the roof and along the other walls inside the building. APOCALYPSE GRUNTS and he struggles to move, but can't budge. Part of the roof starts to crack in, as some of the windows crack, sending shattered glass falling to the grass. The roof finally breaks and falls inside, dropping on top of Apocalypse. APOCALYPSE LAUGHS at this, amused. The rest of the building breaks apart and collapses, as if blown up from the inside without the use of explosives. The entire empty building is destroyed, with most of it caving on top of Apocalypse. He is buried alive and out of sight. The X-Men stare in shock, as Jean stumbles forward. Scott stands up and hurries to Jean's side. Scott catches Jean in his arms, as she passes out. Alex stands and walks over to Scott.

ALEX: "Whoa."

SCOTT: "Tell me about it."

ALEX: "Is she...?"

SCOTT: "She's unconscious. She's just exhausted, Alex."

ALEX: "Looks like she stopped him."

Logan looks over at Xavier.

LOGAN: "Is he dead?"

XAVIER: (beat) "I don't know. I can't sense anything. There's something about his mind..."

BOBBY: "Hey. Where'd they go?"

The others turn around to the office building and notice that Sage, Autumn and Mystique have already left.

XAVIER: (sighs) "They've gone."

Faint sirens are heard from the distance. Scott turns around to Xavier.

SCOTT: "I think it's time to leave, Professor."

XAVIER: "Come on. Let's get out of here."

Scott nods and walks off with Jean. The other X-Men follow after him.