Midnighter begins the battle by giving a throat shot to the Doctor, who begins choking. As Apollo fires at Midnighter with his heat vision, Midnighter positions the Doctor in the way, burning him severely. Apollo removes the heat from the Doctor's wounds and tells him to heal himself. Bendix reveals that Midnighter never traveled to the future to speak with the elder Apollo. His Evolutionary servants have the ability to alter their DNA to shape shift. The Evolutionary that mimicked the elder Apollo reveals himself in his Apollo guise. Bendix explains that when Midnighter attempted to teleport to Philadelphia during the riot, Bendix intercepted Midnighter's shift-door and played out the future scenario in his own Carrier's virtual reality room. Bendix, in fact, incited the breakup of the Authority by deceiving Midnighter into leaving the team – which was the true catalyst for the Authority's disbanding, not the appearance of the Sons of Liberty. When the fake elder Apollo kissed Midnighter, he transmitted microscopic nanites into Midnighter's brain, which gave Bendix control of Midnighter's motor functions. When Midnighter interfaced with the Carrier in an attempt to get help in his mission to disband the Authority, the nanites were transferred. This gave Bendix control of the Authority's Carrier, including live video of all onboard activity, as well as control over the Carrier's shift-doors. As Midnighter and Apollo begin to fight, Jenny reappears and separates them with a small concussive explosion. Rather than engage Jenny in battle, Bendix and his crew teleport to Bendix's Carrier to watch Midnighter and Apollo kill each other from a safe distance. Midnighter leaps over Apollo and manages to hit him in the head, bursting his ear drums. Jenny distracts Midnighter for a split second, which allows Apollo to punch him through the air. Midnighter opens a door in the direction of his flight and teleports out of sight. Back on his feet, Hawksmoor is convinced Midnighter has not left their Carrier, and that he is planning his next attack. The Carrier doesn't immediately respond to the Engineer's request to locate Midnighter, so Apollo flies off to find him on his own. Jenny goes over to help revive the Doctor, and convinces him to heal himself and Swift, who is near death from her encounter with Rose Tattoo. The Engineer announces that the Carrier has located Midnighter. He has just teleported from Dr. Krigstein's old lab. Jenny informs Apollo to come back, but he disobeys her and continues on in search of Midnighter. Apollo runs into Midnighter, who is dressed in battle armor from Krigstein's lab. Midnighter blasts Apollo with a sub-zero temperature spray that temporarily prevents him form absorbing solar energy. Midnighter then precedes the beat Apollo to a pulp. When the team arrives to save Apollo, Midnighter quickly responds by throwing a vial of nano-AIDS at the Engineer. The nanites attack her liquid metal bloodstream, shutting her down. While the Doctor brings Swift back from the edge of death, Jenny teleports to the Engineer's side and removes the virus. Midnighter defeats Hawksmoor. The Engineer then rages toward Midnighter with all guns a'blazing. But the Engineer gets too close, where she's less effective, and Midnighter knocks her out. However, a microscopic miniature of the Engineer slips into the Midnighter's nasal cavity, as planned. The Engineer makes her way to Midnighter's brain to remove Bendix's mind controlling implants.