Synopsis
| - David Haller has become the World-Worm, eating the souls of all the X-men that had gathered from the previous issue to stop Fiend. Wolverine, Storm, Beast, Frenzy, Psylocke, Pixie, Doop, Cyclops, Emma Frost, Magneto, Magik. Tempus, Pete Wisdom, Lila Cheney, Alchemy, Liam Connaughton, Santi Sardina, Aarkus, and Sydren. All of them instantly mesmerized into giving up their souls to the World-Worm. Ruth tries to get them to fight it, but David's will is too strong. The army arrives in DC to shoot it down to no effect. The Avengers arrive, but all except Captain America are defeated. Cap orders the nuclear launch on DC, but it only destroys DC and everyone there, not David or Ruth. Doop, Aarkus, and Sydren also survive and plead for mercy, while Ruth once again hears the haunting and familiar voice in her head which she has heard since Charles Xavier died. She turns into Destiny and enters David's mind, seeing Gestalt fall apart. As their physical forms fight, Gestalt remembers about one of his personalities named the Chronodon, who can turn back time. If he does, however, then either he or Ruth, possibly both will die, as stated by the prophecy. So before he does, they kiss one last time.
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