After the assassination of Charles Xavier 20 years ago, our present was altered. Because Xavier never founded the X-Men, Apocalypse rose up and took control of the world. Mutants and humans alike were hunted down and killed. If you did not serve Apocalypse, you were against him and there were laws against that. If a mutant did not have the very best powers he was either killed or sent to work in a camp.

On group of mutants stood against Apocalypse: the X-Men. The X-Men of that timeline are much different than the X-Men we know. They were led by Magneto and his wife Rogue. The Roster of X-Men included: Magneto, Rogue, Quicksilver, Storm, Exodus, Blink, Sabretooth, Wildchild, Morph, Iceman, Banshee, Dazzler and Nighcrawler. The X-Men were not alone in their quest against Apocalypse. Fighting with them were the X-Ternals, X-Caliber, Generation Next and the X-Man. When Charles Xavier was killed one mutant from our continum who was stuck in the past witnessed the world assend into the Age of Apocalypse. That mutant was Bishop. He survive the culling and was able to reach Magneto, leader of the Alternate X-Men. He told Magneto of the world that should have been. Magneto believed him and he wanted to set things right by going back in time and stopping the murder of Charles Xavier. Magneto split up his X-Men into two teams. One team that consisted of Quicksilver, Strom, Iceman, Exodus, and Dazzler. Went to stop Apocalypse's army in Eurasia.

The Second X-Men team that consisted of Rogue, Morph, Blink, Sabretooth, Wildchild and Sunfire went to stop Holocaust. Magneto sent Nightcrawler and Mystique to the Savage land to bring back a woman called Destiny who has the gift of Clairvoyance to confirm Bishop's story.

While in the Savage land, Nightcrawler formed a team called X-Caliber consisting of him, Mystique, Damask, Destiny, Doug Ramsey and Timeslide. Magneto sent the X-Ternals, consisting of Gambit, Lila Chainey, Jubilee, Sunspot, and Strong Guy, to the Shi'ar galaxy to retrieve a piece of the M'Kraan Crystal. Magneto also sent Generation Next, consisting of Colossus, Shadowcat, Husk, Chamber, Skin, Vincent, Mondo and Know-it-all, to retrieve a little girl from a minning colony. This little girl who happened to be Colossus's younger sister Illyana had the ability to open portals. Magneto's plan was to send Bishop back into the past using Illyana to open a portal and the M'Kraan Crystal's time/space manipulation. Other teams helped Magneto to overthrow Apocalypse. Factor X which consisted of Cyclops snuck mutants out or Apocalypse's pens to allow then a chance at freedom. Weapon X [Wolverine] and Jean Grey were helping the Human High Council. The Human High council located in Eurasia was trying to lauch missles at America.

Finally, X-Man was just trying to make a life for himself. He was trying to live and not be disturbed by anyone. But thanks to Apocalypse's horsemen, his life was shattered and revenge drove him to take on Apocalypse, as Mr.Sinister had designed him to do.