Years before Charles Xavier would form the X-Men, his son. the mutant known as Legion, traveled back in time to kill his father's long time nemesis Magneto. He wanted to prevent Xavier from dealing with years of conflict so Charles could be a true father to him. Legion failed and accidentally killed Xavier instead.

Cradling the lifeless body of Charles Xavier in his arms, Erik Magnus Lensherr made a promise to his friend, a promise to make the world a better place. Professor X would never live to lead the X-Men into a brighter day. Instead, it was Magneto, now responsible for Xavier's aspirations, who would lead his X-Men down a darker path of tomorrow in a world that might have been.

With the battle between Legion and a team of X-Men sent back in time to stop him seen worldwide on television, mutants were revealed for the first time a full decade before they were seen in the normal Marvel Universe. Apocalypse made the decision to move up his quest for the creation of a world in his image: a world where mutants ruled and Survival of the Fittest was the only law. This era became known as the Age of Apocalypse.

With no resistance from the Avengers or Fantastic Four, two teams that were not yet in existence, Apocalypse was able to take over the world. Magneto would do his best to fight against Apocalypse but he would fail. As Apocalypse triumphed in North America, Magneto gathered a team of mutants that he called the X-Men in memory of his dead friend. These X-Men would grow into a team during a darker age, with a darker mission, and they would work from the shadows.

In this world, America was dead. What sat in its place was a gangrenous wound of a nation. The American dream of the creature Apocalypse. These altered states of America had become a staging area where Apocalypse prepared his next, best nightmare! To take the world as his own... He had already won.

But still, a troubled dissident movement within America strove against the New World Order and, until recently, had been fighting a losing battle, outmatched and riven by internal dispute. With the discovery of a man purporting to be from an alternate timeline, the revolutionary cell known as the X-Men moved with renewed purpose in the Age of Apocalypse. The mysterious man known as Bishop claimed a better reality existed. A place of hope. A place that died along with Charles Xavier. One where the X-Men were led by Charles Xavier and the world was a better place. Magneto believed him. He sent his X-Men on missions to find ways to fix the past so they would not have to endure this awful future.

Magneto believed he had succeeded. Apocalypse was defeated. The X-Men were able to right the wrongs of the past and repair the damage done by Legion. Charles Xavier survived and his reality was set right. Magneto and his X-Men freed the world from Apocalypse's tyranny and the original timeline was restored. But something else happened as well...

The Age of Apocalypse survived!