Fall of the Phoenix

Havok was surrounded by cold, hard steel. His back was pushing against the beautiful Asian ninja turned nanny, Elektra. She was holding his young four-year old son. The boy's blue eyes were filled with fear. Elektra tried her best not to show her fear and the only way she could do that was by stroking Scotty's golden brown hair. World-renowned scientist, Reed Richards' face was pushing against the transparent steel window of the shuttle pod. Reed marveled at his invention, but he never thought he would be this up close to it. The pod was originally invented for two people only, but they were tightly holding five including the Mistress of Magnetism, Polaris. "I would have never calculated that Phoenix would have attacked us so soon! Oh my god here she…"Reed tried to utter before the brilliant yellow flash hit the pod.

The shuttle pod exploded in a flash of light so brilliant it could be seen from Earth. Havok, and his fellow heroes believed their lives were over. One thought passed through Alex's mind, as he believed he was dying. I didn't even get the chance to fight her! Slowly as he came too from his state of near death Havok realized he was alive. Where he was at he didn't know? Wherever he was he could breath though.

"The Blue Area of the Moon," Reed said in awe. This was his first time being to this place though he had heard of it many times from Johnny's ex-wife, Crystal. Reed surveyed the area over. The technology that could be in this place was overwhelming to Reed's expansive mind. Runes were inscribed in every tall pillar that held up the crumbling and decrypted buildings.

"Remind me never to do that again," Elektra exclaimed as she rose from the ground with young Scotty in her hands. Her clothes were tattered and ripped all over. Havok didn't mind the view too much. It still didn't make any sense to him to this day that Madylene would chose a former assassin as Scotty's nanny. Of course nowadays she is more his bodyguard. Maybe Maddie knew stuff like this was going to happen one day…even if she wasn't around.

"Where's Lorna? Lorna! Lorna! Are you all right?" Havok cried out frantically. The ground began to shake under the heroes. The dirt beneath the heroes began to cave in and the rocks started shooting into the air like fireworks. Havok ran to Elektra and grabbed her close while he held his son's hand. A burst of brilliant yellow light came out the ground and Phoenix was in the presence of the four.

"Bow before me pathetic mortals! You are in the presence of a goddess! The Phoenix is undying! Fear my wrath…wait I remember you two," Phoenix said pointing to Reed and Havok, "You were involved in the first failed attempt to destroy me! Die for defying the will of the grand keeper of universal power cretins," Phoenix lashed out as she sent out a blast of energy towards the four heroes. Scotty held on to Elektra and felt a deep sadness as he felt Elektra's tears coming upon his head. As the blast was about to hit it's first victim, Reed, a silver flash blocked it.

"You are nothing you cosmic abomination. Your mere presence is a disgrace to the cosmic order of the universe. How dare you proclaim yourself as a goddess? My former master Galactus would consider you a pathetic pest!" Silver Surfer said trying to yell in anger, but in truth he was taunting.

"Oh Surfer how long have I waited to thrash you into the heart of a black hole! You have insulted the queen of the universe for the last time!" Phoenix screamed out in anger as flames instantly surrounded her body and she flew straight towards the unmoving Silver Surfer. Just as she was inches from him the Phoenix disappeared in a giant blue flash of light. Havok and the others were in awe at this sight. Could the Surfer have single-handedly beaten the Phoenix?

"Come heroes! We must organize a strategy before she returns! I managed to teleport her outside the solar system, but she is probably speeding her way here now!" Silver Surfer cried out with urgency.

"Perfect timing Surfer. What does Deathbird want now? Our help again or maybe our heads this time," Havok said sarcastically. He had never liked the Shiar or their lackies for that matter. Especially the Surfer since he had tried to kill the Six on two separate occasions of course the Wolverines beat him to it.

"Havok this is neither the time nor the place!" Gladiator said as he floated down behind Havok and company with the Imperial Guard at his side. Gladiator's cape billowed gently in the solar winds as he descended down upon the heroes. The look upon his face was a stern one. Alex wasn't in the least intimidated by it.

Just as Havok was about to give Gladiator a piece of his mind Lorna came over a hill with the Fantastic Four and Avengers at her side. "I can't believe we found you guys! We thought you were dead. Reed thinks we were teleported by…"

"Us," Silver Surfer said cutting Lorna off quickly. "We must formulate a strategy and quickly. This is how it will go. When the Phoenix comes back we will attack in waves. My Imperial Guard will be the first wave with me staying back. The Avengers will be the next wave and whoever is left will be the third wave. I will be the last wave because I will take down Phoenix with the Ultimate Nullifier and as I pull the trigger all of you will be teleported onto the cloaked Shiar cruiser a few thousand miles away. Got it? Good! Now get in your positions. The Phoenix will be here in ten minutes."

Havok only listened to Norrin because he knew this situation was too serious to bring up old history. At least that's what he kept telling himself as he hid in the ditch that the Silver Surfer had assigned his "wave" to. Alex had to wipe moon dust off of his face because his son Scotty was constantly moving while he held him. It was probably nervousness. The kid had been through plenty lately especially with his mommy and people he was very close to being gone.

"Daddy don't die," Scotty said quietly holding his Daddy close. Havok had to fight back tears. He couldn't stand to see his son hurting like this. Why the hell did Reed bring him in this battle?

"Scotty I promise you I'll never leave you no matter what happens. You've gotta believe me when I say that. Well do you?"

"Of course I believe you Daddy! You're my favorite person in the whole world!" Scotty exclaimed enthusiastically as he grabbed his father around the neck. Reed put his finger to his mouth to signal them to be quiet and then he handed them both gray bracelets that fit tightly around their wrists. Havok recognized them as the same power amplifiers Reed had used in the battle against Ronan the Accuser and Alpha Kree.

"She's here," Elektra cringed. Her body was shaking violently. This had never happened to her before. She had never been this scared her entire life.

The Phoenix landed with a loud thud. Rocks flew in all directions from her landing, but none of them touched her leaving her suit unscathed. "Where is the Surfer! Do you hide from me you cowardly infinitesimal piece of Kree dung?" Phoenix yelled, her voice seeming to echo across the desolate landscape of the Moon. Havok had to hold his hand over Scotty's mouth to keep him from crying out in fear at the sound of this monstrosity's voice.

"The leader has better things to do than to fight maniacs with a superiority complex, but I should suffice for now," Gladiator proclaimed proudly as he slammed into Phoenix sending through a large pillar. Before she could even get herself up from the wreckage Starbolt's flames and Manta's beams that generated themselves from the cloak that was attached to her arms pummeled her. Phoenix was still off-balance when this onslaught began, but she soon regained her composure.

"Pathetic fools! Your powers are nothing to me! Prepare to meet your gods! Your leader sends you to your death and so I shall oblige him rightly. Good manners will bring this universe together you know," Phoenix laughed sadistically as she deflected Starbolt's energy and absorbed Manta's. Then with her telekinesis she easily flung Manta and Starbolt into each other at a speed of 45 mph knocking them both out cold.

As Phoenix watched this display with a smile the Imperial Guard's small man, Fang crept up on the redheaded woman and pounced on her back claws tearing through her flesh. He kept slashing, but there was no response from the Phoenix. It was as if she didn't even notice that Fang was there.

"Pathetic little one! For you to even challenge me is laughable! I ought to… AAHHH!" Phoenix shrieked in pain. Oracle was waiting for her to notice Fang so her mind would be vulnerable to attack. Phoenix's mind was like shattered glass. She had been attached to her host for so long that her mind was fragile and highly unstable.

"Oracle when will you learn that your telepathy will never be greater than mine!" Phoenix proclaimed as her head lit up in a blazing yellow light. The co-leader of the Imperial Guard fell to the ground in pure agony. Her mind was on fire and her whole world went black. The Phoenix cackled wildly seeing the sight of three Imperial Guardsmen falling. She began to look around for Fang, but could find no sign of him.

"Sibyl!" Gladiator cried out as he rammed into Phoenix's back sending her into the ground creating a small crater. "Earthquake do it now!"

The gray man with a large cranium that stood over Phoenix's crater let out a vibration blast from his hands that sent rocks crashing into Phoenix's unmoving body. Fang ran up quickly to the crater and placed a device on to the spot where Phoenix was covered with rocks. A pink shield rose around the place. Phoenix was contained…for now.

Silver Surfer rose from the dug out he was hiding in to avoid the Phoenix. His once silver frame had a ding to it from all the dust being on him. The Surfer was not a man that hid and it agonized him to watch his Imperial Guard being flogged around. Especially to see his love Oracle nearly killed by the mad woman. It took all his strength of will to keep himself from lashing out in anger against the Phoenix.

"Imperial Guard move out! Gladiator I want you to stay behind and help the second wave. Second wave prepare yourself for combat!"

As Silver Surfer said this seven Avengers rose from their dug out holes. Hawkeye, the strong yet uncompassionate leader. Ultron, the robot that loved and the robot that loved him back Alkhema. The "son" of Ultron, the amazing Vision. X-51, the Vision's best and only true friend. Lastly there was the Hulk and Orka, a former Atlantean criminal. Each one knew deep down inside that not all of them were going to walk away from this battle let alone leave it unscathed.

"Avengers Assemble! Vision I want you to turn to your highest density and head for the sky. Take Ultron along for the ride with you! You know the rest of this battle plan. Hulk and Alkhema whenever Phoenix busts out I want you to hit her fast and hard. X-51 and Orka hang back till both Hulk and Alkhema are either dead or totally exhausted. As for myself I'll try and do some long range attacks, but if necessary I will get up close and personal. Gladiator just help wherever you can," Hawkeye commanded as he pointed to each one of his teammates positions. They all followed his orders with a fluid grace. Clint was pleased because as of late the Avengers had been in a downward spiral. Maybe they realized just how serious this battle was. He surely knew how serious it was. He was expecting maybe two or three Avengers to die today. He hoped they were Ultron and Alkhema because he absolutely hated lovebirds, but of course he wasn't going to let the media know that.

Silver Surfer after seeing that Hawkeye was doing a good job headed back to his hole. He wanted to be on the cruiser with Oracle, but he was a solider of the empire and he did whatever Empress Deathbird asked of him no matter what the stake or cost to him was. He sometimes wondered if Havok was right about being just a common lackey for the Empress. Maybe he was just upset that he had to sit back and watch his Imperial Guard lose in the last battle he would ever see them fight. Just as more thoughts and complaints were passing through the mind of Silver Surfer the pink shield containing the Phoenix bust open. She was free and she was angry. Her look was a mix of anger and confusion at seeing her new opponents.

"HAHAHA! I see your strategy now Surfer! Fine I can wait till you come in the last group. You obviously think you are better than the rest of these pathetic mortals so I will give you chance to show if you truly are all you act as if you are," Phoenix laughed smugly. Her hair swung wildly from her telekinesis playing with it showing her true insanity. It seemed the crazier she became the more her powers increased. Her body spun in circles because she was in ecstasy at the number of lives she would claim today. The feast of screams would begin soon.

Black energy spun wildly in the eyes of Phoenix. She was powering up to attack the Avengers below her. Her body began to quiver from the amount of energy she was producing. Then a whizzing sound came from the air. Two objects hit Phoenix at such a fast speed it sent here ramming into the ground creating yet another crater for her to reside in.

"Who dares!" Phoenix yelled enraged as she threw Ultron and Vision off her body with great force. She didn't even release how much telekinesis she had hit them with. Both Vision and Ultron literally flew out of the crater in a split second. They had been knocked into outer space heading to who knows where if they survived.

"Ultron nooo!" Alkhema yelled as she saw her only true love thrown into space by the insane Phoenix. "Bitch die!"

With this declaration from Alkhema energy bombarded itself on Phoenix. The Phoenix simply shrugged this off with a wave of her hand. The energy was nothing to Phoenix. She was growing much more powerful. As she slowly rose out of the crater she gripped all of the Avengers by the throat with her telekinesis. Just as she was about to snap their necks a yellow beam hit her in the back. The Avengers fell to the ground hardly able to breath, at least the ones who could breath.

"Step off bitch!" Havok roared his hand still smoking from the blast. To his left were Elektra and Scotty. To his right were the Fantastic Four and Polaris. The third wave had arrived a little early and Silver Surfer was none to happy about it.

"No Havok! Not now! What are you doing?" Silver Surfer hissed to himself. The plan had gone all to shit now and the Surfer wasn't very good at improvising.

"Pitiful insults from even more pitiful creatures! I will be eating your flesh before this night is over!" Phoenix screamed in utter disgust at the sight of these pitiful mortals trying to best her. The one who had shot her in the back had a stern look on his and then slowly it turned into a grin.

"Hit it Scotty!" Havok yelled at his son. The boy's whole body went tense. His eyes were a dazzling red and the energy spurted from them like bottle rockets. The rocks around Scotty began to rise up from the ground and float around his body as if they were a protective shield.

"Boy why do you…ARGHH!" Phoenix reeled back in pain. She was trying to fight the boy back. Oracle had been a temporary nuisance, but this boy was a true challenge. How could such a child have such awesome power? He was actually beating the Phoenix though she would never admit to it.

"NEVER!" Phoenix yelled in agony as a blast came from her body that rocked the very moon. It was blinding to the heroes especially Clint who had cybernetic implants that increased his sight. None of them had time to yell though because the blast hit with the fury of a tsunami. When it was over Scotty was on the ground bloodied along with his unmoving father. Polaris, She-Hulk and Hulk all had broken arms, but they were far better off than the dead Reed, Victor, Hawkeye and Orka. Elektra, Human Torch and Gladiator got away with a few scrapes and bruises, but they were all still unconscious.

All the while Silver Surfer watched clutching the ground he was hiding in as the blast went off. He had to at least in some degree follow the plan even if others went renegade. Now was the time though. Phoenix had exhausted a great deal of energy and she was open to attack. He could only hope she wasn't close to her full power levels. He slowly materialized the Ultimate Nullifier in her hands and slowly he rose from out of his whole so the Phoenix wouldn't hear him in her mad episode. He moved closer and closer to Phoenix with the intent to kill on his mind. His finger etched across the trigger just waiting to be pulled. He knew he was going to die today and part of him didn't want to and maybe that's why he hesitated. That hesitation was all Phoenix needed.

The Silver Surfer in an instant found the Phoenix only three feet away from him. Her smile was one of pure, wicked evil. She pushed her lips together slowly and blew. The Surfer was blown away and knocked out cold next to a waking Havok.

"Oh shit," Havok cursed under his lips at seeing the sight of all his comrades having been defeating. Then with immense pain he turned his head to look at the Surfer. The Ultimate Nullifier was in his hands and the Phoenix was still around. Alex knew this was his entire fault. If he wasn't so damn rash and impatient maybe Norrin's plan might have worked. Havok knew what he had to do. His bruised hand reached out slowly and grasped the Ultimate Nullifier out of Silver Surfer's hand. There was no hesitation in Havok because deep down inside he knew he was meant to do this and he had the strangest feeling he was finally going home.

"Bye bye you damn psycho!" Havok yelled out as he pulled the trigger and his world went black. All the while a man of great power watched this selfless act and he watched the death of the Phoenix at least for now.

Epilogue One

I'm the Watcher. Today I watched one of the more spectacular battles to take place on this tiny planet today, but I could not watch forever. The hero Havok does not helm from this world. He is of another and he deserved to go home. It was the least I could do for him. Besides when he gets home his destiny awaits him. He will learn of it soon enough.

Epilogue Two

Reed Richards thought he was dead, but he was far worse. He arose slowly from the pile of rubble he was buried under. As he wiped off debris off his arm he realized it no longer had the metallic texture of his suit. Instead of having his cybernetic suit on he was wearing a suit of jet black. Slow realization began to dawn upon him. With horror and terror in his eyes he looked down at his chest to see a flaming bird. The Phoenix had chosen him. When he looked back up his eyes were ablaze in a dazzling yellow.

"You really know how to pick them hosts Phoenix," a man or something more along the lines of a demon laughed. His cloak flapped around him wildly as if there was a great deal of wind on the Moon, which of course there wasn't.

"Mephisto I presume. What do you want of the immortal Phoenix?" he said with an annoyed tone.

"Why your servitude of course cosmic one!" Mephisto smirked. Phoenix laughed almost as if she was insulted by Mephisto comment. Phoenix stopped laughing as red smoke enveloped him. He began to gag and fell to the floor his eyes bloodshot.

"I believe a thousand demons possessing you at once might be enough to subdue you. Welcome to my kingdom Phoenix. High Evolutionary will be pleased with this development," Mephisto said as he cloak stretched out to envelop Phoenix and with a swipe of his hand they were gone.

Author Notes

Well, let me say right off the bat I'm going to miss Ryan Jent writing this title sorely. I loved the way he wrote this book and I can only hope I did justice to his Phoenix story. Let me say though that this book will be different in a whole lot of different ways from the mainstream MU.

Oh and a big shot-out to Dino for helping me develop ideas for this title and to Mike Shirely for giving me tips and reading tidbits of this issue and for Ryan Krupenski for hyping me up and demanding he receive the issue as soon as it was done. Love all of ya. Peace.