Countdown!

• Writer - Louise Simonson
• Penciler - Walt Simonson
• Inker - Bob Wiacek
• Lettering - Joe Rosen
• Colorist - Petra Scotese
• Editor - Bob Harras
• Editor in Chief - Tom Defalco

Summary

  Apocalypse's Ship comes to life: it bumps a tugboat in the Hudson River; it swallows the kids; it attacks Bobby and Jean.

  Scott, en route to Dallas to find his son, hears about this and returns in time to save Bobby and Hank from a rocket launcher.

  Warren visits Candy Southern's apartment and finds she has been kidnapped.

  The kids find the Ship's brain, and that it has been shackled. Rusty blows away the shackle, and Ship begins to speak and starts a self-destruct countdown, as programmed by Apocalypse. However, it also helps X-Factor remove the bomb and declares itself willing to house X-Factor.

  Apocalypse begins the transformation of Caliban, and Infectia picks up a man at a single's bar.