In the past in space above Earth, the X-Men return back Skrull world under suspended animation. Without the X-Men's knowledge their ship was boarded by a few Skrulls and they kidnapped Wolverine, while one of the Skrulls stayed and morph himself into Wolverine's appearance to infiltrate the X-Men under Wolverine's identity. Later, Xavier got suspicious that something wasn't right, the X-Men began to think that Professor Xavier was losing it. More recently, a new dangerous enemy to the X-Men, known as Death, had killed Wolverine. The X-Men discovered that the Wolverine that was killed wasn't the real Wolverine, because it morphed back into a Skrull, and that Death was the real Wolverine, but had been brainwashed by Apocalypse. Shadowcat began to blame herself for Wolverine getting kidnapped since she was in charge of putting the X-Men under suspended animation, the other X-Men said that there was nothing any of them could have done. The X-Men must now face the greatest X-Men of them all.

Apocalypse’s Lair, Death is summoned by his master, Apocalypse, who wants him to destroy the Incredible Hulk. As Death runs off to hunt down the Hulk, visions of the past enter his mind:

Death remembers back when he was still Wolverine the Skrull had captured him and took him to Apocalypse's lair. Wolverine stands to his feet and threatens Apocalypse, but Apocalypse warns Wolverine that he is about to face the greatest challenge of his life. Later Wolverine tries to meditate in his cell, but can't get his mind of the rest of the X-Men, if they are ok. The Skrulls come and get Wolverine and take him to Apocalypse’s throne room. Apocalypse tells Wolverine to prepare himself for his destiny.

The Present, Death follows the Incredible Hulk trail of destruction through a forest valley. The Hulk tramples through the forest, when he realizes that he is being followed. Hulk just wants to be alone, when Death kicks Hulk in the back of the head, which knocks Hulk over. Hulk demands to know who is bothering him. Death tells the Hulk that Death has come for him. Deaths mind slips back into the past:

Apocalypse’s throne room, Sabretooth leaps out and attacks Wolverine, Wolverine dodges his attacks knowing that Sabretooth has adamantium claws and skeleton and he doesn’t. Sabretooth slashes into Wolverine’s back, stomach, then his face. Wolverine ask Sabretooth why he is there, Sabretooth explains that Apocalypse is going to take over the Earth with his horseman, and it was down to him or Wolverine to ride as Apocalypse's horseman of Death. Wolverine realizes that if Sabretooth ever became Apocalypse's horseman known as Death, Sabretooth would easily succumb to the programming and do whatever Apocalypse wanted Death to do. But, if Wolverine, himself, could defeat Sabretooth, he, at least, would have a better chance to fight the programming that he'd receive if he became the horseman known as Death, and perhaps ultimately prevail over the programming and prevent Death from causing widespread death. Suddenly Wolverine lets his animal side take over, unleashes his claws and slashes Sabretooth across his face and body. Sabretooth falls to the ground, Wolverine stabs his claws into Sabretooth and lifts him up over his head, Wolverine's claws poke out the back of Sabretooth and Wolverine throws him across the room. Wolverine tells Wolverine says that he has always held back, but he couldn't do it this time, then slashes and slashes, until a bloody Sabretooth lays motionless on the floor.

The present, Death dodges hulks explosive punches and stabs Hulk in the back with his sword. Hulk punches Death back, but Death jumps up and retrieves his sword out of Hulks back. Hulk pulls Death closer by his sword and in to a bone-crushing bear hug. Hulk tries to squeeze the life out of Death. Death head butts Hulk and breaks free of Hulk. Hulk remembers that Death is really Wolverine from his past and tears a huge tree from the ground and slams it down on Death with such force it causes a destructive explosion. Deaths mind slips back into the past:

Apocalypse Lair, Wolverine and Sabretooth restrained and hooked up onto a machine which is going to suck the adamantium off of Sabretooth and was going to bond it to Wolverine's skeleton. Sabretooth tries to convince Apocalypse that he is better and stronger than Wolverine, but Apocalypse tells Sabretooth that he is good, but Wolverine is clearly the best at what he does and continues to process.

The present, Death burst from the ground with claws unleashed. Hulk tries to attack Death, but every time Hulk punches Death stabs his claws into Hulk's hands. Hulk slams Death against a tree, but Death keeps slashing at Hulk, then Death hits Hulk in the neck and Hulk falls to the ground. Death leaps onto of Hulk, Hulk panics as Death cuts deeper in to his neck. Death is about to deliver the final blow, but in Death's mind Wolverine fights Apocalypse’s brainwashing and keeps Death from killing Hulk. Hulk grabs Death and slams him into the ground and runs off. Death is teleported back to Apocalypse’s lair, where Apocalypse tells Death that he could fight Hulk for eternity before one could claim victory. Apocalypse proclaims that a new age has begun, the Age of Apocalypse.