Skip to Content
X-Men '97

‘X-Men ’97’ 2×04 Recap: “Rise of Apocalypse Part II”

Rama-Tut said, "Bye, girl."

Professor X crawling towards smoking Magneto helmet
Photo: Disney+

X-Men '97 Season 2, Episode 4
"Rise of Apocalypse Part II"
Writers: Beau DeMayo & JB Ballard 
Director: Chase Conley
Cast: Voices of George Buza, Isaac Robinson-Smith, Matthew Waterson, Adrian Hough, Ross Marquand, Lenore Zann, Michael Dorn, Adetokumboh M'Cormack, John De Lancie


In which Magneto and Professor X learn that when you play with fire, you get burned. 

Written In The Stars

Photo: Disney+

Notable inclusions in this week's opening credits are the shot of Rogue and Gambit racing into action during "Remember It," the shot of young Magneto and Xavier fighting Hydra goons a la Uncanny X-Men #161 that was used in last season's credits at one point, and Beast's short-lived romance with Ship in "Obsession." 

After the credits, we pick up where the last episode left off, the aftermath of Rama-Tut's scorched earth attack on En Sabah Nur's stronghold. Conveniently, the only survivors are the X-Men (shielded by Magneto) and Nur himself (well, convenient for storytelling purposes, not for the people who died…). The X-Men's survival — proving they are strong — is enough to earn a respite from Nur (who was prepared to kill them last episode for lying to him). Xavier decides to just roll the dice and tell Nur everything. 

Meanwhile, the X-Men debate the merits of trying to futz with time to prevent the rise of Apocalypse. Bishop, despite having before tried to manipulate time himself, is pretty staunchly against it, as is Nightcrawler. Rogue, thinking of preventing Gambit's death, is more on Magneto's side. Beast, ever the pragmatist, suggests a vote, but Magneto shuts that down by simply damaging the temporal armband bracelet dealies, such that now they'll all need to once again find the celestial temple in order to acquire the power they need to get home. 

Outside, overlooking the smoking ruins of Nur's home, Xavier tells Nur all about the future, his dream, and of the X-Men, and suggests that, working together, they may be able to find the celestial temple and use its power to help Nur rebuild the world Rama-Tut has taken from him — that, ultimately, Nur's destiny is his choice. Nur agrees, and allows Xavier to enter his mind to probe his connection to the temple. Xavier experiences a tour of Nur's upbringing, from being abandoned by his mother as an infant to being sold into slavery to using his massive power to raise statues for the pharaoh, until he sees a constellation that was present in General Logos mind last episode, marking the location of the temple. Nur says he knows the constellation, and can follow the stars across the desert to lead them there. Magneto is all too pleased with himself, though the rest of the X-Men are still somewhat reluctant to be putting all their eggs in the Future Apocalypse basket. 

After a desert journey montage, the group passes through a strange energy barrier which conceals the presence of a massive sphinx-topped temple high atop a rocky outcropping. They decide to camp for the night before exploring it, which provides the perfect opportunity for Nur and Rogue to discuss the pain and necessity of love around a campfire. It also allows time for Rama-Tut to don a Cerebro-looking helmet and reach out to a sleeping Xavier telepathically (why he is doing this now is not clear). Against another trippy-ass backdrop set on the Astral Plane, Xavier and Rama-Tut come face to face, with Rama-Tut revealing his existence as a time traveler who has had many identities (including Kang), several of which are offering commentary on the conversation between Xavier and Rama-Tut. It's a great showcase for why you go and get an actor like John De Lancie to voice this character. 

At any rate, Rama-Tut says that he's come to this time to acquire the celestial technology for himself, as a way to stop Apocalypse becoming a check on Rama-Tut's own ambitions.  Xavier rightly pegs this would simply make Rama-Tut a tyrannical conqueror on the level of Apocalypse and be, ultimately, a net-gain of zero for anyone who is not Rama-Tut. Xavier says that he will stand by Magneto's belief that Nur can be saved from becoming Apocalypse. At this, Rama-Tut angrily ends their conversation, ominously  saying Xavier will then have to see for himself that he cannot stop Apocalypse — that he never stops him.      

Rocks of the Eternal Shore

Photo: Disney+

Entering the temple, the X-Men and Nur encounter the body of a massive celestial being whose six eyes match the orientation of the constellation which led them to the temple (sharp-eyed comics readers and/or Marvel Snap players will recognize him as Eson the Searcher, one of the massive Celestials introduced in Jack Kirby's Eternals series and later adapted into the MCU in that Eternals movie everyone has forgotten about). Beast detects the presence of significant power in the temple, but the group must split up to try and find it, with Nur opting to stick with Xavier since he's still mad at Magneto for lying to him. Bishop joins this group while the rest go in another direction. 

Exploring the ship, Beast and Rogue find it strangely familiar, and eventually Beast realizes that's because this ship is Ship, the alien spaceship of Apocalypse's they helped free (and Beast kinda developed a thing for) back in the original series (which means it's also the ship whose consciousness now resides in Cable's arm, which we saw in the first episode of this season). Meanwhile, Nur, as if drawn by something, leads Xavier and Bishop into a room filled with hieroglyphics showing his history as Apocalypse and his battles with the X-Men. A panicked Xavier telepathically calls for Magneto, saying Nur has learned everything, as Nur grows angry at the X-Men's attempts to meddle with his destiny. Xavier insists Nur doesn't want to become the monster Xavier knows he'll become, but Nur throws Xavier's words back at him, saying if his destiny is his choice, he is choosing this. 

Nur approaches a nearby shrine just as the rest of the X-Men arrive, and Xavier tells them not to let Nur enter. They try, but fail, and Nur ultimately grasps a large purple stone (maybe the Power Stone?) inside the shrine. Eson then offers Nur power in exchange for serving as the personification of the end of all things, to be the "rocks of the eternal shore" against which all creation must crash and be broken in order to thrive and grow. Unwilling to ever be anyone's slave again, Nur agrees and transforms into Apocalypse.   

Beast, having repaired Bishop's time bracelets, suggests it's time to go. Rogue and Xavier want to stay and try to stop Apocalypse, but Bishop, channeling an energy I can very much sympathize with, is flabbergasted by his teammates' insistence on continuing to meddle with time even after they hand-delivered Nur to his destiny as Apocalypse. He threatens to drag them all back to the future if he must, but Magneto, echoing his earlier unilateral decision to stay in the past, triggers the time portal and sends all the X-Men back to the future against their wills, saying he won't let them sacrifice their lives to clean up his mess. Magneto turns to face Apocalypse, who orders Ship to take him to the seat of Rama-Tut's kingdom. As they fly, Magneto tries to reason with Apocalypse, drawing on his past experience as a super-villain, but Apocalypse simply attacks Magneto, injuring him before moving in for the kill. But it turns out Xavier successfully managed to stay in the past, and attacks Apocalypse telepathically, allowing Magneto to regain his footing. As Apocalypse and Magneto resume their battle, Xavier tries to get Ship to stop its attack, but it won't obey Xavier's commands. 

Seeing Ship coming, Rama-Tut dons his Kang garb and hilariously peaces out of the whole situation. Reaching the city, Apocalypse orders Ship to destroy it down to the atomic level. Ship triggers a small black hole that begins drawing in everything below it. Magneto then encases Apocalypse in a metallic shell and hurls him out of Ship, but being unable to abort Ship's attack, he says that he will use his power to essentially plug the black hole and save the innocents inside the city. Carrying Xavier out of the ship, Magneto proceeds to try and bind the debris around the black hole, ultimately calling down Ship itself, triggering a massive explosion that stops the black hole but leaves Magneto lying helpless, near death, in the sands of the desert. 

As Xavier hurriedly crawls towards his old friend, Apocalypse steps out of the rising sun, saying the ones Xavier cares for will be his undoing, and when that day comes, Apocalypse will be all that is left. He then picks up Magneto, and as a tearful Xavier apologizes to Magneto for not being able to stop Apocalypse, Apocalypse atomizes Magneto, leaving only his helmet behind. Xavier angrily taunts Apocalypse, saying that he knows his future and for all his power, he'll never be a god. Apocalypse merely replies that at least he'll be, and then refrains from killing Xavier, repeating Magneto's words to Nur in the previous episode that only a coward feels mighty when stepping on ants. As Apocalypse walks off into history, Xavier cradles Magneto's helmet. Just then, Bishop appears, and before they return to the future, Xavier tells Bishop they couldn't stop him. That they never stop him. 

But wait, there's more! 

Photo: Disney+

In the season's first mid-credits sequence (after the little "fact file" portion of the credits), we get a scene where Wolverine (dressed like a 1950s burglar) meets with Captain America and Black Widow (wearing her early 90s gray jumpsuit), an homage to Uncanny X-Men #268 when they all met back in World War II (a story that was already semi-adapted in the original series, with Wolverine dressed like he is here). Cap gives Wolverine documentation on the Weapon X project, and cautions him not to go digging into this alone. To which Wolverine responds not to worry, as he's getting the old band back together…

Recommended Reading

The Eternals #1-12 by Jack Kirby

While continuing the previous episode's adaptation of the Rise of Apocalypse miniseries, this episode also draws on Peter Milligan's mid 2000s story "Blood of Apocalypse" for the involvement of the Celestials. That story is likely to come up again later in the season, so for now, go check out Jack Kirby's 1970s head trip, the original Eternals miniseries, which introduced the concepts of the giant space god Celestials and their creations on Earth, the warring Eternals and Deviants. It's pure, unadulterated comics.  

If you haven't already, consider supporting worker-owned media by subscribing to Pop Heist. We are ad-free and operating outside the algorithm, so all dollars go directly to paying the staff members and writers who make articles like this one possible.

Stay in touch

Sign up for our free newsletter

Related Stories

ICYMX 2×02: Quasi-X-Force Rescues a Few Generations of Teen X-Men

What are we going to do with 30 X-Factor detainees?

July 12, 2026

‘X-Men ’97’ 2×02 Recap: “A Force To Be Reckoned With”

A fireworks display truly worthy of the National Mall.

July 6, 2026

ICYMX 2×01: The X-Men Turn Looks Pulled From the Askani Closet

Claws of bone! A man of stone! And the FINAL Horsemen?!

July 2, 2026

Heist Guide: Spider-Man on Television

The teen superhero star of movies, video games, and comic books has an enormous history of adventures on television!

June 23, 2025