Earth had little warning of the imminent Borg invasion and Starfleet Academy had turned into a war zone. The only reason it was still standing was the combined efforts of the faculty and students. Professor Charles Xavier had quickly grasped the situation when the first Borg attacked and was able to gather the Academy's residents using his telepathic powers.

~Students and faculty, this is Charles Xavier, everyone report to the main auditorium. ~. He sent the message to any who had not already been assimilated. He hoped there would be enough for them to hold back the Borg. He had sent out a distress signal on a Federation frequency and hoped that help would arrive before Starfleet Academy fell to the Borg.

The auditorium had been a military base at one time and still had some of its built in defenses. If he and the staff with him could get them up and running, it might give them some additional protection. He just prayed that it would be enough.

Some time later and the defenses were up. Students and faculty had been filtering in as well. Xavier directed the students and teachers with special abilities to areas that needed added security. He also informed them that the Borg adapted and that they would most likely have to find new ways to use their powers.

Professor Charles Xavier sat in his wheelchair in the relative safety of the auditorium. The normally spacious building was nearing its capacity as the last of the survivors entered its boundaries. Starfleet Academy was lost that much had become clear, now all that was left to do was to hold the Borg at bay until S.H.I.E.L.D. was able to respond to the distress call Xavier had sent when it had first become clear that they could not fend off the invasion.

As time wore on it appeared as though help would not arrive in time. However, there were multiple explosions from the distance and it soon became clear that the explosions had come been caused by missiles fired from multiple S.H.I.E.L.D. aircraft. S.H.I.E.L.D. personnel set up a perimeter around the auditorium and immediately began evacuating the survivors by boarding them onto transport planes.

Xavier was among the last to be evacuated in order to make sure no one was left behind. When he had gotten onto the plane it took off. Once it was safely away the accompanying fighters fired all their weapons at the Borg now swarming over the academy grounds.

The plane carrying Xavier landed on a heli-carrier that hid among the clouds. He was guided to the command deck where Colonel Fury was waiting for him.

"We received your distress call, good work holding them off Xavier."

"It's the students and faculty that deserve most of the credit colonel; they were the ones doing the fighting."

"Yes and sadly they're not done fighting yet." Xavier gave Fury a suspicious look.

"What do you mean by that colonel?"

"As of now everyone on this ship works for S.H.I.E.L.D."

"Colonel, many of those aboard are minors."

"It doesn't matter; the president has authorized me to recruit anyone whom I think will be valuable in defeating the Borg. This includes you, professor." with that Fury turned his attention to other matters and Xavier wheeled himself out of the room.