Earth 295 - Age of Apocalypse 

They disguised as traveling actors secretly confronted Apocalypse´s forces. During their journey Forge found and trained Nate so he can defeat Apocalypse some day. Also, they picked up Sonique and Essex as the lastest members. But, Essex was Mr. Sinister in disguise but Brute recognized and confronted him but he was killed by Essex.  
 
When Nate used his powers warned Shadow King about his existence and he became in a major target to the dark lord. So they were attacked by Bounty Hunters leading by Domino under the command of Apocalypse, in this battle Mastermind and Toad died. Forge realized that Essex killed Brute and confronted him but in vain. At the end Mr. Sinister killed Forge in order to unleash the fury of Nate so he can exploit his powers. The remaining members was Sauron and Sonique, but later they become part of Sinister Six.

Members: Forge, Mastermind, Toad, Sauron, Brute (aka Sunder), x-man, Sonique. Mr. Sinister joined the group posing as Essex.