Apocalypses empire has fallen. I see them, the X-men in the light of dawn. On a hill I see Cyclops and Marvel Woman (Jean Gray). Some of Apocalypses army are still fighting some humans. People are streaming out of the pens into the city. Havok I s talking to some one over his head set making plans I guess. I see people coming out of buildings. Maybe they believe, maybe they do not. We all have plans in case this happened.

"Yes, I am here, yes, the empire has fallen". In the lab of the Dark Beast, a chamber opens and a man shaped thing steeps out and looks at it`s nude body. "Son of a bitch, I really did it, a clone with the sex parts of both" says the new Dark Beast. "Master" Wolfbane says. "How many are empty?" He asks "Most four fifths are empty master" Wolfsbane. He taps a control and looks thru a computer, mostly female, we have plenty of sperm on hand" the Dark Beast says.

At the hellfire club. "We have been planning for this gathering people, resources. Our time is now".

Forces in the Age of Apocalypse: X-Factor- lead by Cyclops with marvel Woman (jean Gray), Spider Man (Peter Parker), Whirlwind (David Cannon), Spider lady (marry Jain) , cloak and Dagger, Toad, Beak, lesser female mutants.

The X-Men: lead by Magneto, he has steeped back to help rebuild, field leaders: Quicksliver and Exdidus. Other members Storm, Shadowcat, Iceman, Dazaller, Mondo, Nightcrawler, Logan, Blob.

the human council: the main democratic nation rules what is left of Europe, what heroes and villains live in the human land.

Sanctuary: lead by the Scarlet Witch, sevel humans and mutants live their.

Groups of the next generation of mutants.