Credits: John Francis Moore (writer), Steve Epting & Terry Dodson (pencilers), Al Milgrom (inker), Richard Starkings & Comicraft (lettering), Glynis Oliver (colorist)
Havok orders the Prelates to follow orders and kill all of the prisoners in the Pens. The Bedlam Brothers refuse to kill the weak and wounded, which leads to a fight with the Guthrie siblings. When Havok receives word that Cyclops has escaped with Jean Grey, he orders the Prelates to find them. The Bedlam Brothers soon locate the pair, but disobey orders and allow them to escape. The Guthrie siblings witness their treason and attack, but are soon defeated. Meanwhile, Apocalypse’s Infinite soldiers arrive to shut down Angel’s nightclub, Heaven. Angel responds by setting the building on fire and escaping. Inside Apocalypse’s Black Tower, Cyclops and Jean find the Brain Trust, six telepathic brains used to anesthetize the prisoners in the Pens. Jean tries to psionically shut them down, but ends up accidentally killing them when they fight back. As Havok learns from Scarlett that she’s pregnant, Jesse Bedlam shuts off the main generators and kills the power. While the prisoners escape, Havok and Cyclops fight. Cyclops has a chance to finish Havok, but refuses to kill his brother. After Cyclops leads the prisoners to freedom, Havok wakes up and vows vengeance.
With the series drawing to an end, Moore makes an effort to conclude the various arcs, although a few things just end up as setups for X-Men Omega. A big Havok/Cyclops fight is the main event the series has been building towards, but it only ends up as a two-page brawl. A lot of things feel rushed in this issue, such as Scarlett’s revelation to Havok that she’s pregnant (why exactly this thread was even introduced is lost on me, unless it’s paid off in Omega and I just forgot about it), and the Bedlam Brothers turning against Havok. Moore has tried to portray the brothers as average guys just doing a job, but that’s hard to rationalize with all of the evil things Apocalypse would've require from them as guards in a concentration camp. They seem to switch sides just for kicks, which is probably a better way to handle it than suddenly giving them a true change of heart, but it still feels forced. The story itself is capably done, it just feels like it’s going through the motions and checking off the things it needs to do in time for X-Men Omega. There’s not a lot of focus on characterization, and the action scenes aren’t very exciting. I have a feeling that Marvel tried to sell Omega too hard by pushing off so many resolutions into it, when series like Factor X would’ve greatly benefited from bigger finales.