I'm so so glad everybody liked the twist with Onslaught's true intentions! Now to reveal his whole plan…

Additional disclaimer: In my quest to incorporate parts of the comics into the movieverse, I have to give credit where credit is due. Onslaught's plan is based on Marvel's idea (at least what I could get from their website).

Erik stared at the empty husk of the man he'd spent virtually his whole life hunting with something akin to blank shock. The man was finally dead, though not by his hand. He wasn't sure how to feel. His gaze wandered back to Onslaught, a sight which snapped him back to reality. The fiery aura around the telepath had expanded, looking more like a bubble now. Erik could feel the power pulsing from him. Onslaught smiled manically, his crackling eyes on Erik before shifting out to the ocean. Erik and the other mutants followed his line of sight.

The ships chose that moment to fire their weapons. Onslaught tilted his head. The missiles blew up in midair before Erik could even touch them with his powers. The telepath continued to stand with his focus on the ships for no more than three seconds. The two fleets began to sail away.

"No need for distractions," Onslaught offered in explanation as the mutants turned back to him.

Erik looked at the man responsible for Shaw's death and began stalking towards him, not sure exactly what he would do, but sure he should do something. He stopped when the telepath gave him a look of warning. Keeping his distance he closed his eyes and took a calming breath. Now was not the time to let his rage get the best of him. Now was the time to evaluate the situation. His eyes opened again.

"What do you need the energy for, Onslaught?"

"Oh, come now Erik, I just killed Shaw for you! I thought you might be a touch more gracious."

Erik's jaw clinched. He spoke again, giving each word harsh emphasis. "What do you need the energy for, Onslaught?"

"Fine then, if you must know, I need it to achieve my peace. See, with this energy, I can create a web with myself at the center. The web will spread and connect every mind on the planet in a sort of collective consciousness. With my influence, everybody will live in peace."

The only reactions he received were blank stares. Onslaught gave a huff of frustration. "Everyone will be connected to me. If anyone so much as thinks of violence, I can stop them!"

A look of horror blossomed on Hank's face. "Because you'll be controlling the way people think," the scientist replied slowly. "You're going to take away free will."

The others jolted as they realized the gravity of what Hank said.

Onslaught continued with fervor. "Don't you see though? I can create the world of peace we've all dreamed of!"

"But…you'd be taking away free will!" Angel reiterated. "That's…that's slavery!"

"What would you rather have? War, death and destruction? Or peace with no knowledge of what you'd given up for it? Isn't it worth a little sacrifice to live in a world free of fear?"

"That's not a little sacrifice!" Alex scoffed in disbelief. "That's taking away a basic function…you'd be enslaving humanity!"

Onslaught's nose crinkled. "Enslave is such a strong word. Think of it less as slavery and more as a parent helping children see what's best for them. Mutants and humans are a bit like bickering siblings after all."

"You would enslave your own kind?" Ripide spat.

"For the good of everyone. After all, mutants have thoughts of disrupting peace as much as humans do, if not more." Onslaught shot a pointed look at Erik.

The two groups of mutants glanced to one another coming to a silent agreement. They would act against Onslaught together. They took attack stances.

"Really?" Onslaught chuckled. "Attacking me again? When has that turned out in your favor?"

"It only takes getting the upper hand once to win," Alex said, repeating the words Erik had drilled into them over their training.

Onslaught was unaffected, giving an amused smile. "You know you'll die."

Erik stepped towards the telepath. "I would rather die trying to preserve free will than live in a world without it."

"Very poetic," Onslaught replied, sarcasm flagrant. "Epic even. This is a far more worthy way to die than sprawled on the lawn of a mansion. Charles would be proud."

The orange aura around Onslaught was beginning to shape upwards, looking more volcanic now. It spread above the mutants' heads and fed into the air…the beginnings of the psionic web. It didn't touch those on the beach, whether by choice or necessity they didn't know.

Without further ado, Azazel disappeared in a wisp of smoke. Onslaught paused, eyes becoming distant as if sensing something. A long piece of metal levitated near him then swung through air at nothing. Nothing, that is, until Azazel appeared directly in its path. The perfectly timed hit smashed into his side. The red mutant disappeared and reappeared on the other side of Onslaught only to be hit by another piece of metal that had predicted his presence. He again disappeared, this time reappearing behind Onslaught, but taking a good whack to his leg. Onslaught never moved. His expression shifted to look where Azazel had been standing before with the others. A split second later, Azazel appeared there, wobbly and holding his side in pain. The fiery-eyed man gave him a mocking half smile.

While Onslaught soundly defeated Azazel, the attack distracted him enough that he didn't notice Erik pick up Shaw's discarded helmet. As soon as it was on the German's head, though, the telepath's attention shot over to him, apparently noticing the absence of his thoughts.

"Taking up where Herr Doktor left off are we?"

Erik's face darkened but, showing impressive control, he didn't allow himself to be goaded. "Never. Just making sure that you can't stop me from doing what needs to be done."

Erik felt a tug at the helmet. Asserting his powers, he kept it firmly on his head. Onslaught's eyes narrowed in annoyance and Erik knew he had been trying to pull it off as he had done to Shaw earlier. It was Erik's turn to smirk.

"We can both control metal. That trick you pulled with Shaw won't work on me."

"No I suppose it won't. No matter. I may not be able to hurt you, but I can certainly hurt your friends."

Alex let out a cry of surprise as he was thrown through the air. It ended with a grunt as he slammed into a nearby tree with impressive force. The blonde crumpled to the ground and didn't move aside from short, ragged breaths that indicated he was at least alive.

"Very good of you to use metal in the suits, Hank. Thank you!" Onslaught mocked.

Hank growled. Erik's eyes flashed in anger as he whipped his head from Alex to Onslaught. Onslaught gave a look of unadulterated arrogance before another short cry was heard this time from Raven. Erik's arm flew out towards the cry. Raven, who had been following a trajectory similar to Alex, jerked to a stop in midair and, after hovering for a moment, dropped back to the ground. Onslaught's arrogance shifted to something closer to being impressed.

"You're stronger than you were before."

"I've been training. And it helps to know some of your tricks."

Onslaught turned his full attention to Erik then threw a mangled piece of the jet his direction, as if to test him. Erik easily deflected it. He retaliated by sweeping metal of his own at his opponent, though he quickly learned not to as the telepath would deflect whatever was thrown at him towards the other mutants who then had to duck and cover. As Onslaught hurled more metal at Erik, the German managed to spare a glance to Raven. It was quick, but she got the message.

"Charles, stop him! Stop Onslaught" the blue girl shouted. "You're better than this! You can beat him!"

Onslaught paused, sparing a glance in the the shapeshifter's direction. "You aren't going to reach Charles. I've pushed him down too far."

While looking at Raven, Onslaught swung piping at Erik's legs. Erik, who hadn't been expecting an attack with Onslaught seemingly distracted, reacted on instinct and levitated to avoid it. Onslaught again appeared somewhat impressed.

"You've learned a new trick! Fascinating!"

"Yes," Erik said, continuing to hover above the ground and trying to ignore how much the excitement at this new discovery made the man standing before him sound like Charles. He had to try to get through to his friend. "I've found the serenity in my rage just as you showed me, Charles. I'm stronger than I was before. Now it's your turn. Show me the strength I know you have. Fight!"

Onslaught laughed, but it quickly died away. Erik didn't miss the flicker of confusion that crossed the telepath's face. It was as if he'd heard something he hadn't expected. Something like a consciousness that was supposed to be caged away. It was working.

A piece a metal swung at Erik's head. He dropped back down to the ground to avoid it only to take a hit to his side causing him to fall with a hiss of pain. Before the piping could hit him again, he stopped it with this power. More metal flew at him much more violently than before. If he hadn't been sure his strategy was working before, the sudden increase in Onslaught's assault certainly proved it.

Seeing Onslaught's aggression and coming to the same conclusion as Erik, the rest of the mutants threw anything they could at the mutant and his psionic web. A screech from Sean caused Onslaught to lose his concentration. The pipe and metal hit the sand. Erik pulled himself from the ground. Azazel was teleporting at random, not getting close to Onslaught and never staying in the same place for more than a second. Sean let out screams of varying frequencies. Angel spit fire. Hank threw whatever non-metal he could get his hands on. Riptide hurled gusts of wind at the fiery figure. They were giving Erik his opportunity to speak while Onslaught was too distracted by the multiple attacks and keeping his growing web under control to attack back. Erik moved towards the telepath.

"Charles! I know you can hear me! Fight back! Onslaught is part of you, not the other way around. You can control him! Peace is not more important than free will! It isn't true peace if people don't choose it! You know this. Don't let him take free will from us."

For the first time, a shadow of fear fell across Onslaught's face.

"Stop it."

The calm tone was negated by Onslaught's eyes darting at the chaos around him. He took a step away from Erik's advances, staggered as he narrowly avoided a fireball and startled as Azazel appeared and disappeared a few feet away from him. With a growl of annoyance, metal was hurled at the place Azazel appeared next. The fact that it missed only encouraged Erik. The German smiled, throwing a glance to the others.

"Come on, Charles!" Raven shouted above Riptide's winds. "We know you can do this! We know you're stronger than Onslaught! Remember that night you came into my room after your nightmare? You said you would never let him out. That you would never release that upon the world. I believed you then and I still believe in you now! I know you're stronger than he is! You are the strongest person I know!"

"Yeah!" Sean added. "I've never seen anyone with as much power as you fight so hard not to use it. You could rule the world, but instead you want peace. I haven't known you as long as Raven has, but I know that if you set your mind to something, you'll get it. That's why I know you'll find a way for mutants and humans to live in peace without controlling everybody. And why I know you'll beat Onslaught."

"You believed in us and gave us strength," Hank picked up. "You showed me that it was okay to be the way I am. You taught Sean fly. You stood with enough confidence for us both as Alex shot between us. You controlled Cerebro with nothing but your mind. All those acts prove just how strong you are. You are the most powerful telepath the world has seen. Certainly stronger than this being your mind created."

Erik took over once more. "We all know you can do this, Charles! Prove us right!"

The web above Onslaught flickered and began to collapse into itself. The mutants grinned. The grins faded as they noticed the furious telepath still sparked with power, more so now that he wasn't as focused on his web. In fact, without the web to distract him, he focus his energy on a more important task…keeping Charles at bay. And keeping Charles at bay, Erik realized, was contingent upon shutting them up.

"ENOUGH!"

Erik stepped back from the sheer force of the yell. Everybody else froze. Erik, protected by the helmet, swung around at the sudden silence and lack of movement. The mutants were statuesque. Erik threw his attention back to Onslaught. Instead of his usual collected self, the telepath was breathing hard, slouched over slightly. Nonetheless, he tossed a look at Erik before shooting his arm out in the direction of the unmoving figures, eyes narrowing in concentration. The unprotected mutants could only wince, held motionless otherwise by the will of the mind controller. Erik's eyes widened.

"No! Charles, fight harder! Don't let him kill them!"

Erik tried to move towards Onslaught, but the mutant was still powerful enough to throw a deluge of metal at him. He had to concentrate hard to stop it. If he was going to win this, he was going to have to do it with words. Blood dripped to the sand from the faces of the incapacitated figures.

"Please Charles! Push Onslaught down! I know you want peace but I know Onslaught's plan is not the way you want to achieve it! There are other ways! We can find them together! All of us! Your family!"

Onslaught blinked then grabbed his head.

"No! You can't do this! You're not strong enough!"

Though he said the words out loud, it was obvious he wasn't talking to anyone on the beach. The other mutants remained frozen. But the one person Onslaught couldn't control was the one who was having the greatest impact. Erik repeated what he had been saying, keeping the metal being thrown at him at bay. As the telepath lost control and regained it everyone kept jerking forward then freezing again.

"I'll kill them all!"

Onslaught, in his final fight for dominance, raised as much metal in the air as he could, swinging it around madly trying to hit anybody and everybody. If he was going down, he didn't want to be the only one. They were easy targets. Raven cried out as something hit her leg and bounced off, leaving a trail of blood. Sean broke through Onslaught's weakening control long enough to give a screech and deflect some metal, saving himself from being impaled before jerking to a stop again. The debris was getting close to lethal speeds. Erik levitated into the air and tried to exert some control over the metallic torrent, but it was so chaotic and had such force behind it that there was little he could do but slow it down minimally. He did manage to stop a pipe from embedding itself in Hank's side. The scientist looked grateful, then-

"NO!"

The single pain-laced word echoed across the beach and in the minds of all those who were unshielded. Everything stopped. The frozen mutants fell forward a step as they regained the ability to move. The debris hung in the air like jewels from a chandelier sparkling in the sunlight. Erik lowered himself to the ground, attention fully on Charles, who stood slouched and panting but with shining blue eyes again. Erik threw the helmet from his head without hesitation. The telepath's blank gaze moved to the German. The relief Erik felt was indescribable as he saw the cool blue eyes that so often radiated warmth. It was a stark contrast to Onslaught, whose eyes were cold despite the fire burning within them. The two stared at one another as they had after Onslaught's attack in Westchester. For one shining moment, Erik thought everything would be okay. Then Charles' eyes disappeared again, this time behind eyelids, and he collapsed to the sand.

That was when all hell broke loose again.

Remember when I said three chapters were left, which would make the next chapter the last one? Yeah, I lied. This was going to be too long so I had to cut it. So, two chapters left. Unless I'm lying again, which I don't think I should be though I haven't gotten too far into writing the last chapter yet, so maybe I am. Enough rambling. I'll post the next chapter soon-ish.