CHAPTER TWENTY-EIGHT: ZERO HOUR, PART TWO: DEEPENING DARKNESS

Undisclosed location

After finding his father and zipping him out of there before Wanda had a chance to change her mind, it took Quicksilver only minutes to return to their secret headquarters, where the rest of their little band had fallen back to.

Coming to a complete stop inside their base, Pietro released his father's arm. "We're here." he said.

His eyes narrowing, Magneto stormed further into the base. Pietro followed him into a meeting room, where the rest of their team was...including Doom; Pietro's eyes went wide as he saw the fist-shaped dents in Doom's armor...

"What have you done, Victor?!" Magneto shouted.

Doom's eyes narrowed. "Control yourself, Lensherr."

"Our plan was never to harm Xavier!!" Magneto roared. "I felt his mind while he was disabling me, von Doom; something drew him away! That could only happen if his defenses were disabled!!"

The Brotherhood and Acolytes were silent. Doom's voice was calm. "It was necessary."

Magneto's eyes narrowed. "You bastard..."

"We both know that Xavier's influence, both to all mutants and Kal-El himself, was too great a risk." Doom countered. "His pacifism would only hamper what we have done; you know this."

Magneto's fists clenched, as everything metal in the room – save Doom's armor – started to shake...

"My armor is non-magnetic, Lensherr; you cannot threaten me." Doom said coldly. At that, Magneto stopped. "Xavier was once your friend, Lensherr, and he was willing to spare your life; Doom respects that." Doom continued. "But he was an obstacle to our plans. Now, Kal-El and Xavier's students will certainly attempt to rescue him...giving us a limited window of opportunity."

Magneto slowly nodded. "We...we will have to make Genosha's existence known to the world."

"As well as intercept Cain Marko once the humans release him." Doom added. "I will travel to Genosha and lower the invisibility spell that cloaks it. Do you possess the power-amplifying device?"

Magneto nodded, and took out a small, electronic device. "It will amplify the natural abilities of the mutant who uses it." he said. "Sabretooth lost my prototype, last year...but it did work."

"Good. With the X-Men and Kal-El distracted, we can provide Juggernaut with the advantage he needs to wreak enough havoc to inflame humanity against mutantkind...showing Kal-El the true nature of those he protects." Doom said. "And if they are successful in rescuing Xavier, the memory of what humanity tried to do to Xavier will still linger...and should they fail, mutantkind will have its first martyr, and Kal-El will surely be enraged."

Magneto slowly nodded. "I will wait for Marko to escape." he agreed. His eyes then narrowed. "But I would have appreciated being informed of what you planned to do, von Doom."

"The necessity did not allow time for such courtesy, Lensherr." Doom countered.

"Perhaps." Magneto said. With that, he turned, and strode away.

Slightly stricken, Siryn turned to Doom. "Father, you're hurt..!"

"I am fine, daughter." Doom replied. "I will heal." He then noticed her eye. "I see that your encounter with the Blaire girl was less than successful." he added, as Siryn lowered her head in shame. "I also noticed that the Maximoff boy possessed a Kryptonite shard...and I am quite certain that Lensherr did not possess any more..."

"I had the shard at first, Father; I borrowed it from your laboratory." Siryn admitted. "I had planned to use it against...her." She half-glared at Pietro. "I might have been able to recover it...had someone not taken it!"

"Hey, don't blame this all on me, Little Miss Boss-Around!" Pietro snapped...and then froze as Doom's soul-freezing glare turned on him.

"Be very mindful of how you address my daughter, boy." Doom said coldly. "Your father is Doom's ally, and thus Doom has a greater tolerance for his insolence." His eyes narrowed. "You, however, are but a minion, and Doom has very little for you. Am I understood?"

Pietro gulped. "Yes, sir."

"Good." Doom said, before turning back to Siryn. "The Kryptonite was ineffective?"

"Yes, Father." Siryn said.

"I see." Doom said. "Using your enemy's weakness against them...a tactically sound decision." he added thoughtfully. "And even with this loss, you have gained crucial information about the nature of the girl's abilities, and can thus be better prepared. Even the Maximoff boy's buffoonery provided an insight; Kal-El possesses a countermeasure to Kryptonite which we must now consider. Failing to learn from loss is infinitely worse than loss itself, Anita." His arms then folded sternly, as he finished, "But the loss of the Kryptonite shard...that is coming out of your allowance, young lady."

Siryn suppressed a flinch, as she respectfully bowed. "Yes, Father." she said softly.

"Regardless, I will proceed to Genosha." Doom said. "Anita, you will join me there, shortly after; if all goes according to plan, Kal-El will be dropping by, soon." Siryn nodded, and then Doom 'ported himself away.

"Aw, man, I did not sign up for this, yo!" Toad cried.

"'ey, pipe down, ya wanker!" Pyro shouted, looking up from watching T.V.

"No, way, man! Don't you get it?!" Toad shouted. "Mags and Doom just outed us! We're gonna be on the receiving end of every pitchfork and every lynch mob in the country!!"

"It had to happen, sooner or later, Tolansky!" Pietro snapped. "Now it happened on our terms!"

"You mean your dad's terms!" Blob shouted. "Todd's right, Pietro! We didn't want this! We just stuck with you 'cause you were our friend and all, but now I'm thinkin' that wasn't such a great idea!"

"Yeah! Alvers had the right idea!" Toad exclaimed. "You know what, that's it! I'm done with this!"

"Yeah, me, too!" Blob added. With that, they turned to go.

"Hold it!" Siryn snapped, and the two of them stopped. "We are in the middle of our victory," she hissed, "and I order the two of you to..!"

SPLAT!!!

A massive glob of Toad-slime splatted across a very surprised Siryn's face, silencing her. "LeRoux, do us all a favor and shut up." Toad snapped. "Your big mouth has gotten us in enough trouble, thank you very much. You can just take this job and shove it!"

"What he said." Blob agreed. "See you later." With that, the two of them walked away.

"Fine!!" Quicksilver shouted after them. "We don't need you two losers, anyway! See if we care!"

As his former friends walked away, Pietro clenched his fists. This was all Super-Dork's fault.

He'd taken his sister. He'd made him lose his friends. He'd humiliated him on way too many occasions. If he had just agreed to work for his father last year, this wouldn't have happened.

Superman had ruined his life...and prophecy or not, he was going to pay.

Warehouse district, New York City

Superman's eyes narrowed at Mystique's words. "'Much worse'?" he repeated. "What is that supposed to mean, Mystique?"

"What do you think it means?!" Cyclops shouted, glaring at Mystique. "She's been in on it since the beginning..!"

"Scott, calm down!" Jean exclaimed. "Let's just...let's just cool it, okay?" At that, Cyclops calmed, though he still regarded the shape-shifting mutant with suspicious eyes.

"I suppose I should have expected this kind of reception," Mystique said, "but it isn't me that you need to worry about."

"What do you mean?" Storm demanded.

Mystique closed her eyes. "The people who built those...machines – the F.O.H. – they plan to attack the Institute and capture Charles."

"What?!" Beast exclaimed.

"Superman, Power Girl, Krypto, you three are the fastest; head to the Institute! Stop them!" Cyclops cried. "Everyone else, head back to the X-Van!" Cyclops turned to Mystique. "You're coming with us."

"Fine with me." Mystique replied evenly. With that, the X-Men, Wanda and Mystique headed to the X-Van, as Superman, Power Girl, and Krypto took to the sky, flying for home as fast as they could.

Superman reached the Institute first, followed by Power Girl and Krypto; by then, the sun was starting to set. As the three of them touched down, the New Mutants, all in uniform, rushed out. "Clark, what's going on?!" Jubilee cried.

"Is everyone okay?" Superman asked.

Iceman nodded. "The Professor said we were under attack." he answered. "He told us to lock ourselves in the Danger Room until the attackers left...but they took Professor Xavier, and rigged the Institute to blow up, and we can't shut it off!!"

Superman's eyes widened. "What?!" he exclaimed. "Where?!"

"In the Professor's office!" Magma cried. "Hurry!"

Superman turned to Power Girl. "Ali, stay with them; if this goes wrong, your light-powers can protect them!" he said. Power Girl nodded, and Superman darted into the Institute, heading to the Professor's office.

Quickly, Superman darted to the computer on the Professor's desk...which showed a timer counting down...

...with only one minute left.

Superman tried every computer trick he knew...to no avail; only the Professor could authorize the self-destruct's shut-down...and his card-key was broken in half on the floor.

There was no way to stall the timer...

Suddenly, a nutty idea came to him. Quickly, Superman brought up the system diagnostics screen, his hands a blur over the keyboard.

The timer kept counting: 00:10...00:09...00:08...

Finally, Superman finished his programming, and entered it.

00:02...00:01...

Initiating full-system diagnostic. Countdown paused.

Superman breathed a sigh of relief; he hadn't been able to stop the timer, but he had been able to toss a monkey-wrench into the works with a full-system diagnostic scan, tricking the computer into thinking something was wrong...causing it to suspend all other activities until it had checked itself.

Superman then frowned. All he had done was buy about ten minutes, nothing more.

They had to evacuate the Institute.

Getting an idea, Superman quickly took out his belt-computer, and entering a few commands, before putting it back and heading back outside.

He hated the idea of asking his friends to leave their home...but there was no other choice.

From a safe distance from the Institute, aboard their silent helicopters, the F.O.H. soldiers watched with glee as they mentally counted down, waiting for the mutant scum's home to blow up...

Suddenly, something popped up on their radar, as a red-and-blue blur streaked towards the Institute, followed by two other blurs. "HOLY..!" one soldier yelled. "It's the flying freak!!"

Another soldier in the back of the chopper grinned. "Let's get him!" he crowed. "There's a lot more of us than there are of him!"

"Are you NUTS?!" another cried. "Didn't you hear what he and the other freaks did to three Sentinels?! That freak took out one Sentinel on his own! With ONE SHOT!!"

That silenced the others. "We'd better call for reinforcements." one said. "Get some backup before taking that freak out."

"Hey, I think the rest of the muties are coming back!" another exclaimed.

"Good." the first soldier said. "Call for backup; we'll wipe 'em out all at once..."

As Superman emerged from the Institute, he saw that the others had caught up with him, and had been talking with the New Mutants. Cyclops looked towards him, looking grim. "What's the situation, Kal?"

Superman's expression saddened. "I couldn't stop the self-destruct, not without the Professor's key-card." he replied. "All I could do was loop the system into a diagnostic and buy us about ten minutes. We have to evacuate."

"What?!" Multiple cried. "But...but this is our home..!"

"Jamie, we don't have a choice." Power Girl said sadly.

"I've signalled the Argo; it should be here soon." Superman said. "I can use its stealth field to mask the Blackbird's radar signature."

"But where will we go?" Shadowcat asked.

"Just leave that to me, Kit." Superman said. "I've got it covered."

Cyclops nodded. "Everyone, head to the vehicle hangar and get on board the Blackbird!" he instructed. "We don't have much time!"

"Sounds like you guys could use some help."

Superman turned towards that approaching voice...and smiled as he saw Flash zip up to them. "Wally?!" he exclaimed. "What are you doing here?"

"Hey, I saw you guys making asses of yourselves on T.V.," he joked, "so I figured you could use a hand!"

Superman laughed. "Well, right now, we need all the help we can get!"

"Good to know," Flash answered, "'cause Arty's on his way..."

Another voice laughed. "I'm already here, West!"

Turning, Superman saw Aquaman run up to them. "Arty?!" he exclaimed. "How..?"

"Hey, this is seaside property, remember? It's practically on Atlantis' back yard!" Aquaman said. "And it's a good thing Cousin Namor keeps tabs on you 'surface dwellers.' So, what's the situation, Smallville?"

Superman chuckled. "Same as always."

Aquaman grimaced. "Ouch. That bad, huh?"

"Yep." Flash said.

Superman's expression turned grave, all business now. "We have less than ten minutes before this place self-destructs," he said, "and we could really use some help in evacuating..."

But he suddenly stopped, as his hearing picked up the sound of rotor blades...as numerous black helicopters hovered into view, dropping several dozen soldiers...

...soldiers bearing F.O.H. arm-bands.

"Uh, I'm guessing that you may want to re-think that decision, big guy." Flash said.

Superman turned to the X-Men. "Everyone, head to the Blackbird and get to safety; we'll buy you time!" he exclaimed. "Power Girl, Krypto, Aquaman, Flash, we have to hold these guys off!" At that, Cyclops nodded, before he and the rest of the X-Men darted inside, while Power Girl and Krypto remained outside with Superman and his old pals.

Within minutes, the first squadron of F.O.H. soldiers were in firing range. "Die, mutie scum!!" the leader yelled, as the squadron opened fire.

Quickly, Superman darted forward, into the line of fire, his hands moving faster than lightning, snatching up every single bullet, tossing them aside when the soldiers stopped firing. Flash took advantage of that pause by zipping into that group, snatching up their weapons at top speed, before they had a chance to reload. Once Flash moved clear, Superman took a deep breath, and unleashed his gale-breath, blowing the soldiers back, as if they were no more than fallen leaves.

As another squadron closed on them, Aquaman grinned. "Hey, Supes!" he called. "Up for a little 'fast-ball'?" Superman chuckled, before picking up his pal, and spinning him around, before tossing him straight at the soldiers. Aquaman darted towards them like a torpedo through the air, knocking them over like bowling pins as he connected. He quickly recovered, and slammed one soldier with a haymaker, knocking him out, before taking down another with a back-kick. As another ran at him, trying to smash him with his rifle-butt, Aquaman caught the weapon and used it to spin him around, before tossing him into several recovering soldiers.

While Superman and his pals engaged the foot-soldiers, Power Girl took to the air, firing her eye-rays at an approaching chopper, searing off its rear rotor, forcing its pilot and crew to bail out. Turning, she managed to raise a barrier as a second opened fire with its Vulcan-Cannon; she easily repelled its rounds...until a snarling Krypto took to the air and grabbed its rear rotor, shaking it and throwing it away, where it crashed to the ground. Power Girl smiled. "Good boy!" she called to Krypto, who barked happily.

As Power Girl turned back, she saw several more choppers flying towards them, opening fire with missiles...which impacted harmlessly against a green energy-barrier that suddenly appeared between the missiles and the Institute. As the choppers flew closer, that same field engulfed two of them, stopping them in mid-air...as Green Lantern flew into view, a beam from his ring generating the field. Green Lantern then threw the choppers away, before freezing another one in an energy field...as a fierce war-cry filled the air, seconds before Hawkgirl dove from the clouds at incredible speeds, smashing the chopper's tail clean off with her mace. Hawkgirl then flew at another chopper, evading its Vulcan shots, and then smashing its main rotor, causing it to drop like a stone.

As the remaining choppers started to pull back, Power Girl, Krypto, Green Lantern and Hawkgirl touched down, as Superman and his two pals walked over to them. "Green Lantern, Colonel Hol, it's great to see you both!" Superman said. "We certainly could use the help!"

Green Lantern smiled. "Figured as much." he replied. He then turned to Hawkgirl. "Nice moves, back there."

Hawkgirl smiled back. "Likewise."

Flash blinked. "Friends of yours, Smallville?"

Superman nodded. "Introductions will have to come later."

Just then, from its cliff-hangar, the Blackbird flew out, taking to the sky, heading out over the ocean. Superman smiled as he saw his friends escape...and then his eyes widened as he saw the two fighter jets closing on them...the jets with F.O.H. markings. "Uh-oh."

The others saw them, too. "Looks like the others need some air-support." Aquaman said worriedly.

Hawkgirl's eyes narrowed. "Then what are we waiting for?!"

Just then, Superman's hearing picked up a familiar sound, approaching fast, and he smiled. "That." he said, as the Argo touched down in front of them.

Flash whistled. "Nice ride." he quipped.

"It gets the job done." Superman replied. Then, he tapped his belt-buckle, and the Argo's teleporter beam shot out, 'porting Superman, Power Girl, Krypto, Aquaman, Flash, Green Lantern, and Hawkgirl inside. In the Argo's cockpit, Superman promptly headed to the pilot's seat, and took the controls, powering up the engines while the others took their own seats. Outside, the Argo hovered into the air, and then took off at high speeds, heading after the Blackbird and the fighters pursuing it...

...and as they flew, Superman could hear the Institute's computer finish its diagnostic...and resume its last activity.

The Xavier Institute exploded in an impressive blast, leveling the entire mansion, their home, leaving nothing standing. The lower levels were likely untouched, since they were reinforced...but the home they had all known was gone.

The rear-viewing screen on the Argo' HUD showed the explosion in more detail than Superman would have liked. Power Girl lowered her head. "There goes our home..."

Krypto softly whined.

"Aw, man..." Flash murmured.

Aquaman was silent.

Green Lantern shook his head. "What kind of sick bastard would do this..?"

Hawkgirl's eyes narrowed. "When we find out, remind me to tear him a new one."

Superman's expression became determined. "As long as we're all okay, we have a home." he said. "The Institute can be rebuilt." He looked back, and smiled at Power Girl. "We'll be okay, taushi."

Power Girl smiled back. "I know, tausha." she replied. "I know." Turning back to the Speeder's HUD, Superman increased speed, as the Argo chased after the monsters trying to hurt their friends.

In seconds, the Argo had caught up to the Blackbird and its pursuers...just as the fighters had launched missiles at the Blackbird. The Blackbird instantly dove low, trying to shake the missiles off – one of Cyclops' evasive tactics, Superman noted – but the missiles followed it, closing fast...

Quickly, Superman brought up the ship's Countermeasures, and enabled Radar Ghosts; in less than a second, the Argo hacked into the missiles' targeting systems, fooling them into thinking their target was elsewhere – instantly, the missiles veered off, detonating harmlessly.

By then, the F.O.H. fighters had broken off their attack on the Blackbird, and were closing on the Argo. One fighter opened fire with its Vulcan-Cannon, firing numerous cannon-shells...which bounced harmlessly off of the Argo's shields, as human weapons technology met Kryptonian shield technology.

Before the fighters could attack again, Superman dropped altitude and lowered speed; outside, the Argo slowed down, and suddenly dipped low, causing the pursuing fighters to shoot past...where they were sitting ducks.

Instantly, Superman locked onto the two fighters. "Argo: arm Swarm Drones." he instructed. "Two clusters, 10 percent attack rate." As the Argo complied, its weapons pods extending, Superman tapped on the targeting holographics, bringing up detailed images of the fighters, and tapping particular spots – weak spots – on the images, directing the Drones exactly where to attack. "Fire."

At once, the Argo fired two crystalline spheres, which began homing on the two fighters, before the spheres each separated into three smaller units...which expanded into claw-shapes, before impacting the fighters, latching on at their weak spots...and unleashing swarms of countless nano-bots.

Swarm-Class Attack Drones, designed to attach to the hulls of either unshielded or shielded vessels – the latter target-type requiring the activation of their shield-piercing force-field – and unleashing their nano-bot payloads, eating through their hulls to destroy their targets through catastrophic implosion much faster than mere hull damage could. The nano-swarms could also be programmed for additional functions, such as chewing through hull-plating until they hit ship electronics, and then deliver subversive programs to circumvent the target vessel completely...

...but against the relatively-low-tech jet-fighters, just having the voracious mini-machines snack on their hulls was enough.

Within seconds, the hulls of the fighters started to disintegrate from the nano-attack, as the pilots ejected from their craft...before they lost the ability to do so. As the fighters, utterly crippled, started to fall towards the water, the Swarm Drones recalled their nano-swarms, and detached from their targets, flying back to the Argo, and clipping to its weapon-pods, as Superman piloted the Speeder onward, to catch up with the Blackbird.

Flash whistled again. "This is one seriously nice ride."

Power Girl softly chuckled. "Flash, you haven't seen anything, yet."

Before long, the Argo was flying side-by-side with the Blackbird. Superman hailed them. "Everyone okay?"

"Yeah, we're fine," came Cyclops' reply, "but where to, now? I don't exactly have a flight-plan, here!"

"I do." Superman replied. "We head north."

"'North'?" Cyclops said. "Why? What's up there...oh. Got it." With that, the transmission ended, and the Blackbird adjusted its course, heading to the north. Superman adjusted course to match it, and activated the Argo's stealth-field, extending it to cover both ships, so that no other F.O.H. fighters would detect them. With that done, Superman continued on his chosen course, escorting his friends to safety.

Batcave, beneath Wayne Manor, Gotham City

Batman was sitting in front of the high-tech Bat-computer, deep in thought, when Robin darted out of the elevator, running up to him. "Bruce, did you hear?!" he exclaimed. "Did you hear about..?!"

Batman simply tapped a key on the keyboard, bringing up the video-feed of Superman and his companions. "It's on all the networks, Dick."

"Oh. You have heard." Robin said. "So, what should we do?"

Batman's expression didn't change. "'Do'?"

"Well...we're going to help them..." Robin elaborated, "...aren't we?"

"Leaving would put Gotham at risk." Batman replied. "We can't risk leaving the city unprotected, not when someone like Joker could take advantage of this kind of chaos."

"Unbelievable!" Robin shouted. "Superman's your friend, Bruce – and don't say he's not – and you're just going to hang him out to dry?!" With that, he turned, and stormed out of the cave.

Alfred stepped out of the elevator just as Robin was getting on. Alfred simply arched an eyebrow. "Another difference of opinion between you and Master Richard, I presume, Master Bruce?" he hazarded. "With regards to...recent events?"

"Robin thinks that we should help Superman." Batman answered. "But we can't leave Gotham unprotected."

"A valid enough point." Alfred agreed. "But could Master Richard and the young Miss Gordon handle things suitably enough...on their own?"

Batman's eyes narrowed in a half-glare. "You're suggesting I leave them to watch over Gotham City alone?" He turned back to the computer.

Alfred's expression became stern. "Master Richard and Miss Barbara are quite capable, Master Bruce." he replied. "And, on another note, it might interest you that Master Kent's compatriots were the students of the Xavier Institute."

Batman paused at the mention of that name.

"Charles Xavier was one of your parents' oldest and dearest friends, Master Bruce." Alfred said softly. "His dream was always to create a world where those with...unique talents could peacefully coexist with all others." He turned to leave. "And a peaceful world, Master Bruce, is a safe world." With that, he left the Cave.

Batman was alone with his thoughts, now. No matter the situation, he couldn't leave Robin and Batgirl alone, here...but they were capable, he admitted. He knew he could count on them to handle smaller tasks while he handled more important ones.

But the Mission was paramount. No matter what, he couldn't leave, not until Gotham was safe...

...but what would it matter if Gotham was safe, while the rest of the world fell apart?

Batman shook his head. No. He couldn't afford doubts; doubts were pointless. His years of training had taught him that...but still...

And then, he remembered.

He remembered the nights of his parents' deaths...he remembered watching that man shoot them down...

He remembered watching his mother's pearls scatter across the street, stained red from their blood...

He remembered being taken to the police station until Alfred picked him up...

And he remembered the funeral...where he'd met a kind bald man, with gentle eyes, who'd said he was a friend of his parents...

Batman's eyes narrowed behind his cowl, as he looked to the screen, recalling the spare Bat-Wave transmitter he'd given to Clark...and he made his decision.

Somewhere near Roswell, New Mexico

The afternoon sun was hot over the desert near Roswell as the single black helicopter flew over the impressive mesas dotting the landscape...but Graydon Creed wasn't in the mood to appreciate the scenery.

Graydon's eyes narrowed as he spoke into his cell-phone. "What did you say?" he said, with deadly control. "What happened to the Sentinels?"

"Uh...t-they were destroyed, sir." came the lieutenant's reply.

Graydon's teeth clenched. "You're telling me that we lost three Sentinels to a handful of muties?!"

"It...it was that flying freak, sir!" the lieutenant cried. "He took out one Sentinel all on his own! With ONE shot, sir! If it had been the muties alone, it would have been different! He's much more powerful than anyone anticipated, sir! Not only that, but the Sentinels wouldn't recognize him! It's like he's...he's...something else ENTIRELY!"

Graydon sighed, putting his hand to his head. "Please tell me we have Xavier." he said flatly.

"Yes, sir; Xavier should be arriving at the New Mexico base within the hour."

"Good." Graydon said. "Any problems?"

"Well...not at first, sir." the lieutenant said. "We got Xavier away without a hitch...but when we tried to destroy the Institute, the flying freak – along with some other freaks, ones we hadn't seen before – interfered; Xavier's students escaped before it blew. We tried to shoot their plane down...but the flying freak chased us in some kind of...of ship, sir!"

Graydon's eyes narrowed. "One ship shot down two fighters?" he growled. "You didn't even put up a fight?"

"Sir, this ship was different; our shots just bounced off of it, like it had...I don't know, some kind of...of shield, or something! And its weapons, sir...NO human mind has ever thought up weapons like that!"

Graydon paused. "You're certain of this?"

"Absolutely, sir."

Graydon's brow furrowed. "I'll look into this later. Any word from Dr. Trask?"

"Yes, sir. Dr. Trask has returned to S.H.I.E.L.D. without incident; he is ready to release the Juggernaut at your command."

"Good." Graydon said. "And our two test-subjects?"

"Already en route to the New Mexico base, sir."

"Excellent." Graydon said. "Head back to the nearest outpost for full debriefing; I want a full report on exactly what you saw that...'ship' do."

"Understood, sir." came the reply.

As Graydon ended the call, he frowned to himself. 'Where did those mutants get that kind of technology?' he thought.

S.H.I.E.L.D. didn't have it.

His people didn't have it.

No-one had it.

So where had they gotten it?

'We're going to have to put more effort into analyzing the Roswell Object.' he thought to himself. No matter where the mutants had gotten that technology, he would not allow their kind to have a technological advantage of that magnitude.

Still, the thought of that ship troubled him...and from what he knew of the Roswell Object, he knew that threats from outside Earth were just as real as those native to Earth.

Like mutants.

Graydon's eyes narrowed. The Friends of Humanity would eliminate any and all threats to the human race, regardless of where they came from.

And they would start with mutants.

North Pole

As the Blackbird followed the Argo into the far north, Cyclops could see the landscape on the shoreline slowly turn from deciduous forest to boreal forest, then to tundra, and then to glacial ice, before vanishing as they flew out over the waters of the Arctic Ocean.

Mystique frowned. "Why are we going here?" she muttered. "The only thing that was ever out here was Asteroid M, and that's long gone!"

Cyclops chuckled. "Asteroid M was the only thing you and Magneto knew about." he quipped. "The Professor, Logan, Storm, Jean and I are the only ones besides Superman who've ever seen it."

Shadowcat's eyes went wide. "Wait...are you guys talking about..?"

Jean smiled, and nodded. "Yes, Kitty; that must be where Kal is leading us."

"Huh??" Multiple asked.

"I, too, am confused." Android said. "Please clarify."

Storm smiled. "It's the place where we first found Kal." she said.

As they had been flying, a blizzard had been gradually building; by now, it was really raging. "Hang on." came Superman's voice over the radio. "I'll just switch off the weather-defenses. Just follow me into the Docking Bay."

Seconds later, as if someone had just hit a button, the blizzard died away...and they all could see it.

Even though he'd seen it before, Cyclops was still awed by the marvel that was Superman's Fortress.

"My word..." Beast murmured. "Is that..?"

"Yep." Cyclops confirmed.

"Whoa..." Iceman murmured.

"It's...beautiful..." Magma murmured.

The others were similarly awestruck by the Fortress, even Mystique. Slowly, Cyclops guided the Blackbird towards the strip of landing lights, following the Argo into the opening crystalline doors, setting the Blackbird down next to the Kryptonian Speeder, as the doors began to close behind them, locking out the snow of the Pole.

Once the Blackbird was down, the X-Men, New Mutants, and Mystique disembarked, as Superman and the others 'ported out of the Argo. Superman noticed their awed expressions, and smiled. "Welcome," he said, "to the Fortress of Solitude."

"Mein Gott..." Nightcrawler whispered.

Ray whistled.

"Wow..." Wanda whispered.

"You lived here?" Multiple murmured.

"For four years." Superman answered.

Jean chuckled. "After seeing this place, again, we have to wonder why he left." she joked.

Superman chuckled, before walking to one crystalline wall, and simply touching it; several holographic symbols appeared at his touch, and Superman manipulated them with his hand, before tapping the central holographic. Instantly, a large section of the wall became blue-white energy, with golden circuitry woven in, and then retracted, leading further into the Fortress. "Professor Xavier took me in, and gave me refuge." Superman said. "Please...let me do the same for all of you." With that, he headed further into the Fortress, and the others followed.

Superman led his friends to the Fortress' Main Hall, stopping next to the main teleporter. "Fortress," he instructed, "generate two dozen additional sleeping quarters. Also, unlock Bio-Coding for the following commands: food synthesis, teleporter control to and from sleeping quarters, and civilian-level communications and computer access."

"Acknowledged."

Superman turned to the New Mutants. "This teleporter will take you all to your rooms." he explained. "All you have to do is step on and tell it what to do."

Boom-Boom arched an eyebrow. "Do we get our own rooms?"

Superman chuckled. "Yes, Tabitha. You do."

Berzerker grinned. "'Bout time!" he laughed.

"Just remember, Ray: this is Superman's home." Jean warned.

Rogue chuckled. "Yeah, Crisp; if ya break somethin' here, ya answer to him!"

Ray gulped.

Iceman chuckled. "You know, I'm anxious to check out my new room."

"Me, too." Jubilee agreed, as the New Mutants murmured words of agreement. With that, they all stood on the teleporter, instructing it to take them to their new rooms; in a flash of blue-white light, they were 'ported away.

Avalanche chuckled. "So much for being a Fortress of Solitude."

Superman smiled. "Hey, I don't mind having boarders."

"So, what should we do, now?" Hawkgirl inquired.

Superman's expression turned firm. "Now we organize a rescue mission for Professor Xavier."

Spyke grinned. "Good to hear, Big Blue."

"But where?" Power Girl asked. "We have no idea where those soldiers took him..."

"I could try looking for him telepathically." Jean volunteered. "I've...never tried looking this far, though..."

"You can do it, Jean." Cyclops said. "We know you can."

Jean lightly blushed. "Thanks."

"The rest of you wait here." Superman instructed. "I'm going to see if I can get us some backup." With that, he headed further into the Fortress, towards his workshop.

As Superman entered his workshop, he heard a faint beeping noise...and then he saw the transmitter that Batman had given him, flashing its bat-symbol constantly. Superman picked it up. "Superman, here."

"What's the situation, Kent?"

Superman smiled. "Nice to hear you, too, Bruce." he said. "Everyone is okay, but Professor Xavier's been kidnapped; we're mounting a rescue mission."

"Any leads?"

"None, yet." Superman answered. "We're looking into a few things; hopefully, we'll get lucky. Right now, we're just trying to get a rescue team together." He lightly smiled. "You interested?"

Batman was silent for a few seconds. "Notify me when you have a lead." he finally said, before he ended the transmission.

Superman chuckled. "I'll take that as a 'yes'." he said to himself, putting the transmitter down.

"Tausha?"

Superman smiled as he turned to see Power Girl, there. "Hey, taushi." he greeted.

"What did you mean by 'backup'?" she inquired.

"Hang on, baby...I know I left it here somewhere..." Superman said, and then he smiled as he spotted it, picking it up. "I'm just going to call in a few favors."

With that, he switched on the communicator. "Superman calling Captain America. You there, Cap?"

There were a few moments of static, and then, "Cap here. That you, son?"

Superman smiled. "Good to hear you, Cap." he replied. "You remember that time, last year? That little job I helped with? Well, Cap, I'm calling in the tab..."

Xavier Institute ruins

Night had fallen as the Quinjet, the main transport for the Avengers, touched down next to what was left of the Xavier Institute. As he disembarked, Captain America frowned sadly as he took in the sight. "My God..." he whispered.

"I know, Steve." came a lightly-Russian-accented female voice, as Natalia "Black Widow" Romanova, Cap's girlfriend, walked out of the Quinjet. Natalia was in her twenties, was tall, with an elegant frame, and mid-length ruby-red hair, and spellbinding emerald eyes, clad in a skin-tight black bodysuit, with a loaded firearm strapped to her belt, as well as a pair of deadly vibranium knives. Natalia had once been a deadly operative for the KGB, but had later defected as the Cold War came to an end.

Natalia met Cap's gaze. "Who could do this?" she asked.

"Someone who hated mutants, that's who." came Iron Man's metallic voice, as he, Hank "Giant Man" Pym, and his wife, Janet "Wasp" Pym, walked out. "Any word from Thor?"

"None yet, Stark." Cap replied...and then, he felt the air stark to get muggy. "Hold on; I stand corrected."

At that, a flash of lightning filled the air, and thunder echoed through the sky, as Thor 'ported in, appearing a few feet away...and standing next to him was a tall, elegant-yet-athletically-built woman, with ample curves, bright blue eyes, and long, ebony hair. A golden tiara with a single-star design encircled her head, and she wore an armored garment that looked to be the mix of a strapless one-piece swimsuit and plate armor; the upper part was red, with a golden-metal 'W' crest across it, while the lower part was blue, and dotted with white stars, and a golden metal strip encircled her waist where the two parts met, where a lasso of shining rope was resting. A set of silver-metal armlets encircled her wrists, and simple, old-style sandals were on her feet.

The woman looked upon the Avengers with a mix of curiosity and caution. "Are these the friends of which you spoke, Thor?"

Thor smiled, nodding. "Yes, Diana. You can trust them."

"I guess this is your friend, Thor?" Cap hazarded. He turned to the woman – Diana. "I'm Steve Rogers, also known as Captain America." he greeted, extending his hand. "It's a pleasure to meet you, Miss..?"

Diana looked at his hand, then looked him in the eyes...and half-smiled, before shaking it. "Diana, Princess of Themyscira; likewise, I am also called Wonder Woman." she replied. "But Thor explained that your message to him stated that you were planning to assist one of your friends; that was part of the reason why I agreed to visit Man's World..."

"'Man's World'?" Giant Man repeated. "What, is she from the Bronze Age?"

"Pym!!" Cap barked, as wasp elbowed her husband. Turning back to Wonder Woman, Cap added, "You're correct, Your Highness; we are here to assist a friend of ours. He should be here, fairly soon..."

"I'm already here, Cap."

Superman's voice seemed to echo from nowhere, startling Cap...and then, a strange-looking craft suddenly appeared out of nowhere, hovering over them. The craft then emitted a blue beam...and Superman stepped out of it.

Superman smiled apologetically. "Sorry about that; I hope I didn't startle you."

Cap chuckled. "No more than anything else that's happened, today." he replied. "It's good to see you and the others got clear of here safely, son."

"Thanks, Cap." Superman said. He looked to the rest of the Avengers. "It's good to see all of you; thank you for agreeing to come."

"Well, General Fury was a bit of a hard sell, but once you said that Xavier was in trouble, the General agreed to letting us help." Iron Man said.

Cap nodded. "And you haven't met the entire team, yet, have you?" he asked, as he gestured to Natalia.

"Natalia Romanova, codename Black Widow." Natalia introduced herself. Superman nodded.

"Truthfully, I am not a member of the team." Diana admitted. "I merely came because my old friend Thor requested my help. I am Diana, of Themyscira."

Superman blinked. "Themyscira??" he repeated. "The mythological island home of the Greek Amazons?"

Now Diana genuinely smiled. "We are hardly mythological." she corrected. "For many centuries, Themyscira has been hidden from Man's World by grace of the Olympian gods."

Thor nodded. "The Amazons have long held favor with Hera; 'twas by the request of Hippolyta, Diana's mother, that the island be hidden." he explained.

"Wait...you mean that...the Olympian gods are actually real?" Wasp asked.

Thor laughed. "Are you truly so surprised?" he replied. "Olympus exists as much as Asgard does; in fact, the All-Father and Zeus are twin brothers!"

Superman whistled. "I had no idea...but, when you think about it, it does make sense..."

"Look, can we save the mythology lesson for later?" Giant Man snapped.

Cap turned to glare at Hank, before turning back to Superman. "We're still waiting on the rest of our little team; they should be here, shortly."

Superman blinked. "The rest..?"

Cap grinned. "Shortly after you contacted us, I notified them; I figured that they'd want in on this, as well."

Just then, as if on cue, the Fantasticar appeared on the horizon, touching down a few meters away, as the Fantastic Four, as well as Spider-Man, disembarked. "We came as quickly as we could, Captain." Reed said.

"We had to stop to pick up Web-Head, here." Johnny quipped.

Spider-Man nodded. "Figured you could use a hand."

Ben looked to the Institute ruins. "Aw, jeez..."

Sue looked worried. "Did everyone escape safely?"

Superman nodded. "Everyone's okay." he answered. "We're all taking refuge at the Fortress."

Cap blinked. "Pardon?"

"Yeah, you...kinda lost us there, Big Blue." Spider-Man added.

"You'll see." Superman replied. To the Avengers, he added, "I had hoped that we could discuss our strategy at my own headquarters...but we're going to have to take my ship there."

"Why?" Iron Man asked.

"Because its autopilot is programmed with its coordinates, and because its screen can be blinded, so you all can't see where we're going." Superman said. "Reed and his team can use their vehicle, because they've been there before, and because, despite their association with S.H.I.E.L.D., ultimately, they're civilians – they aren't directly answerable to the military...but you and your team, Cap, are. By not showing you where you're going, if General Fury ever asks..."

"...we don't have to lie." Cap finished, nodding. "We understand."

Superman looked a bit concerned. "It isn't that I don't trust all of you," he said, "but with S.H.I.E.L.D. being compromised, as I'm sure the General told you about, I'd rather not take chances with what I'm about to show you."

"Well, I can understand that," Iron Man said, "but now I'm curious as to see what's so all-fired important that we can't know where it is."

Reed chuckled. "I guarantee, Iron Man, it's a sight to behold."

Superman smiled, and gestured to his ship. "We'd best be going." he said, before he tapped his belt-buckle; instantly, the blue light shone from the craft, and Superman started to walk towards it...

"Hey, hold up, yo."

Cap and the others turned to see two costumed youths – a gangly kid and a much larger one – walk up. "It's okay." Superman assured them, before he looked to the two newcomers. "What are you two doing here?"

The gangly kid smiled sheepishly. "Hey, we was just wonderin' if you guys could use an extra two pairs of hands."

Superman arched an eyebrow quizzically. "Aren't you with Magneto?"

"We quit." the larger kid said. "We're sick of bein' ordered around like chumps."

Superman nodded. "Smart move." he agreed. "So what brings you here?"

"Well, first we was going to see if you and the Institute kids would put up with us until this whole thing dies down," the gangly kid said, "but...lookin' at the Institute now, and from what we heard you guys talk about, there's somethin' a lot bigger goin' down." He shrugged. "Way I see it, the whole world hates us, now. If we tag along with you guys – and survive, that is – if anyone asks us if we deserve this kind of raw deal, we can actually say no."

Superman smiled. "Well, the more, the merrier." he replied. "Any objections, Cap?"

Captain America smiled, and shook his head. "None here."

"In that case, welcome aboard!" Superman said. "But we'd better get going; we still have to find where these guys are keeping Professor Xavier." With that, he stepped into the blue light, and automatically 'ported into his ship.

Natalia chuckled. "He reminds me of someone." she cooed to Cap. "But I just can't recall who." With that, she glided a slender finger across his cheek, before stepping into the light. Cap just smiled, as he followed Natalia into the light, along with the rest of the Avengers, Spider-Man, and the two newcomers...

...the smaller of which commenting, "Hey, this better not screw up my molecules, yo." before entering the light. Once they all were aboard, the craft took to the air, flying out across the ocean, as the Fantastic Four followed them in the Fantasticar.

North Pole

Deep in the Fortress of Solitude, in a chamber devoid of any holographic consoles or electronics, or anything that could distract her, Jean sat cross-legged, concentrating, focusing her powers, reaching out as far as she could, looking for the Professor.

Before he'd left, Superman had lent her the use of the Fortress' Meditation Chamber; it helped, Jean admitted, but it just wasn't enough...

Jean let out a cry of exertion as she overtaxed herself, before her focus broke, and she was fully back in the Chamber. Jean absently clenched her fist, before trying to focus again...but it was no use.

She just wasn't strong enough...

"Hey."

Jean weakly smiled as Cyclops walked in. "Any luck?" he asked.

Jean suppressed a sob, and shook her head. "I can't find him, Scott." she whimpered. She lowered her gaze. "I just can't find him..."

"Hey..." Cyclops whispered, kneeling down, and hugging her. "It's okay..."

"No, Scott. It isn't." Jean said, her eyes watering. "I'm just not strong enough." Angrily, she pounded her fist on the crystal floor. "God, if those bastards hadn't destroyed the Institute, I could have used Cerebro! I'm not strong enough on my own!!"

"Look, you haven't tried anything like this, before, Jean. You just need to get used to it." Cyclops said...but Jean wasn't listening.

She had just gotten an idea. 'I'm not strong enough on my own'

"Jean?" Cyclops asked. "What are you thinking..." an then, he picked up on her plan through their link. "No." he said firmly. "Absolutely not. No way, Jean! She's way too dangerous!"

"Scott..." Jean said, "...we don't have a choice."

"There has to be another way..!"

"There isn't." Jean said firmly. "The Phoenix is the only hope we have."

Cyclops looked stricken. "Jean...she nearly took you over, the last time..."

"But she didn't." Jean replied, weakly smiling. "You were there, Scott. You helped me through it...and I need you to stay with me while I talk to her."

"Jean..."

"I have to, Scott." Jean whispered. "I have to."

Cyclops looked stricken...and then nodded. "If you feel her start to take over," he said, "you pull out."

Jean smiled, and nodded. "I will." she promised. At that, Cyclops smiled, and took her hands in his, lending her his strength, a gesture she appreciated immensely.

She would need every edge she could get.

Closing here eyes, Jean focused...and dove deep within herself...

She was no longer in the Meditation Chamber, but in a vast, unending blackness...the void of thought that dwelled in her mind, where her thoughts took form. As Jean walked through her mind-scape, she saw flashes, images – her memories.

The destruction of the Institute...

The Sentinel attack...

Her and Scott's declaration of love...

Their first kiss...

Their first date...

The events of Asteroid M...

First coming to the Fortress, and meeting Clark for the first time...

Her coming to the Institute, and meeting Scott for the first time...

Scott's first thought upon seeing her: 'Wow...'

Jean suppressed a sob as she saw the next memory-flash: Annie's accident...

Suddenly, a massive wall of ice appeared before her, cutting off that memory. Looking closely at it, Jean could see a faint, fiery light behind the ice.

The Phoenix. She had been born when Annie had died.

Jean took a deep breath. "Phoenix?" she called. "Can you hear me?"

The flame pulsed behind the ice.

"Phoenix," Jean said, "I...I need your help..."

The ice suddenly shattered, revealing a raging inferno behind it...which slowly began to take shape. The flames formed themselves into a massive firebird, with wings of golden flame, a fiery red plume atop its head, eyes as red as hellfire, and a beak and talons of deadly flame.

The Phoenix.

"YOU need MY help?!" the Phoenix screeched. "You threw me away!!"

Jean shook her head. "No..."

"You left me in here for YEARS!!" the Phoenix shrieked, her flames growing in ferocity. "You left me alone!!!"

"I was just a little girl!!" Jean shouted back. "When Annie died, I couldn't deal with all those voices in my head!!"

"You LET him cast me out!!" the Phoenix accused. "You let Xavier DO this to me!!"

"What was I SUPPOSED to do, Phoenix?!" Jean cried. "How could I have dealt with you?! I was just barely able to handle Annie's death!!"

"HA!!" Phoenix sneered. "'Handle' her death?! You DIDN'T handle her death! You just FORGOT her!!!"

"SHUT UP!!!" Jean shouted. "I NEVER forgot Annie!!!"

"You didn't get angry, you didn't grieve, you didn't do ANYTHING!!!" Phoenix screeched. "You just went numb! You tossed all those emotions ASIDE!!!"

"Because my powers are DANGEROUS, Phoenix!" Jean shot back. "What if I had HURT someone?!" She pointed at the flaming apparition. "You're EVERYTHING I've always been afraid of! You're COMPLETELY out-of-control!!"

"'AFRAID'?!" Phoenix screeched, flaring her wings menacingly. "YOU DON'T KNOW WHAT FEAR IS...!!"

"STOP!!!!!"

Both Jean and the Phoenix froze at the sound of that voice...that terribly familiar voice...

Slowly, Jean turned...and saw a little 8-year-old girl, with mid-length auburn hair, and hazel eyes, clad in a simple white child's dress. "Just...just stop..." the little girl whimpered, her eyes tearing up.

Jean felt her own eyes start to tear up. "Annie..?" she whispered, tears falling from her eyes. "But...how? You...you died..."

Annie lightly smiled. "I know, Jeannie." she answered. Giggling, she added, "I was there, too, remember?" Her smile grew. "I can remember hearing you as I died, Jeannie; I remember hearing you in my mind..."

Jean suppressed a sob.

"Remember how you once told that boy Scott how you thought that a piece of you died, that day?" Annie asked. "I think you got it backwards, Jeannie; a piece of me got pulled back with you – that's why my spirit is still here."

Jean was horrified. "Your...your spirit can't move on?" she gasped. "Oh, God...Annie, I'm so sorry..."

"Hey, it isn't so bad, Jeannie." Annie replied. She smiled. "I got an extra bunch of years to hang out with my best friend...even though you couldn't see me. But I did manage to make you feel better, sometimes, like when you had a bad dream, or were worried about something."

Jean lightly smiled, as she recalled all the times, over the years, when she'd had a nightmare, or had been worrying about something, such as a test, or a soccer game...and had suddenly felt a warm, reassuring presence, telling her that things would be alright...

"That's kinda why I'm here." Annie said. She gestured to both Jean and the Phoenix. "You – both of you – are my very best friend...and I don't want you to fight, any more. You two need each other."

Slowly, Jean and the Phoenix turned to each other. "She's right." Jean said softly. "You're everything that I'm not; and I'm everything you're not. We're part of each other. I can see that, now."

Phoenix was silent for a moment...and then, her beak turned up in the avian equivalent of a smile. "TOOK you long enough." she teased. Jean smiled, and extended her hand to Phoenix, who simply reached out with her wing, touching Jean's hand with her wingtip...

Phoenix's flame began to spread across Jean's hand, as Phoenix's form began to shrink, until she had become a flaming aura around Jean's body. Phoenix's aura felt pleasantly warm, and Jean, somehow, felt...whole, as if a missing piece of her mind's puzzle had just been inserted, finishing the picture that was Jean Grey.

Annie smiled. "Doesn't that feel better?"

Jean smiled. "Yes, Annie. It does."

Annie walked closer to Jean. "Jean?" she asked. "I think...I have to go, now."

Jean froze. "W-What?" she stammered.

Annie nodded. "I think I was here to help you two get back together." she continued. "I know he was just trying to help, but I think that when that nice Professor Xavier put up that wall, that piece of my spirit got stuck behind it. And now that it's gone..."

Jean felt her tears start to come back. "But...but I don't want you to go..."

Annie walked over to Jean, who knelt down, and the two friends hugged each other. "I don't wanna go, either, Jeannie." Annie said. "But I have to."

Jean sniffed, and nodded. "I'll miss you." she whispered. "I'll miss you when I get nightmares, or when I'm worried..."

Annie giggled. "Silly!" she laughed. "You don't need me, anymore! You've got Phoenix, now! Not only that, you have all your friends, including that guy Scott. He's nice...for a boy, anyway."

Jean laughed. "Yeah, he really is."

Annie smiled, and hugged her tighter. "You're really lucky, Jeannie." she said. "You're a superhero!"

Jean smiled, and returned the hug. "Thanks!"

Annie smiled, and let go. "I know you have something you need to do, now, Jeannie." she said. "You can do it! I know you can!"

Jean took a deep breath, and stood up, focusing...and it was as if the entire world had opened up to her; it was amazing how much her powers had strengthened.

Jean smiled; her mind was whole, now...and so were her powers.

Concentrating, Jean focused on finding the Professor. Her mind soared across the world, sifting through countless minds...all of which were worried about what had happened, about mutants; many were unsure what their existence meant, some were accepting of them...and some hated them.

Suddenly, as she sifted through a large cluster of particularly hateful minds, Jean found a familiar mind...

The Professor! He was in Roswell, New Mexico, at some sort of secret base! Not only that, but Wolverine was there, too! Then, Jean felt another presence, one completely foreign to her...a very weak presence...and then, her search ended.

In the Meditation Chamber, Cyclops could only watch as an aura of psychic flame enshrouded the woman he loved...but the flame did not seem to burn her, or harm her in any way. The flame simply washed over her, and when it vanished, Jean was now wearing a dark green bodysuit, with long, golden-colored gloves, gold-colored shin-high boots, and a shimmery golden scarf looped around her waist...and a crest of a firebird emblazoned on her new uniform's chest.

Slowly, Jean opened her eyes, and smiled at Cyclops. "Hi." she cooed.

Cyclops couldn't speak.

Jean's smile grew. "Scott..?"

Cyclops didn't speak...but Jean smiled as she picked up on his thoughts.

'Wow...'

Chuckling, Jean leaned in, and snared her beloved's lips in a kiss, snapping him out of his little daze. "Scott," she cooed flirtatiously, "you'll turn a telepath's head with thoughts like that."

Cyclops smiled, blushing. "So..." he finally said, scratching the back of his head nervously, "...I take it things went well..."

Jean nodded. "Phoenix and I came to an understanding." she replied. Her smile grew. "And I know where the Professor is! He's in Roswell, New Mexico! He's in some kind of secret base!"

Cyclops looked worried. "Roswell...the site of that alleged U.F.O. crash." he murmured. "Figures."

Jean nodded...and then froze, as an aura of light began to emanate from within her...and then leave her. "Annie..." she whispered.

Cyclops blinked. "'Annie'??" he repeated...and then his eyes widened behind his visor. "You mean..?"

But only Jean could see what was happening; the aura coalesced into a semi-translucent apparition of her childhood friend. "I have to go now, Jeannie." she whispered. She pointed to a point in the Chamber. "I think I have to go into that light, over there."

Jean nodded, her tears starting to fall, again. "You should go, Annie." she sniffed.

Annie smiled. "Wow...Jeannie, it's so pretty...hey, I think someone's coming! I think God sent somebody to come get me!" Her smile grew. "It's a nice old man, and he said to say he's a friend of a friend. He's dressed like a farmer, and he says his name's Jonathan."

Jean slowly smiled, as the name struck a chord. "Jonathan...Kent?"

"Yeah! How did you know?"

Jean chuckled. "Lucky guess."

Annie looked towards where the visitor must have been standing. "He also says to ask you if you'll tell his son that he's proud of him, and he always will be, especially after what happens, tonight."

Jean nodded. "I will."

Annie smiled sadly. "Bye, Jeannie." she whispered. "I love you."

Jean suppressed her tears, as Cyclops placed his hands on her shoulders in a comforting gesture. "I love you, too, Annie." she sniffed. Then, Annie's spirit simply waved good-bye, before fading away...as a sudden breeze blew through the Chamber, despite the fact that there were no windows.

Somehow, Jean managed to keep herself from crying, and was immensely grateful for her lover's comforting hands on her shoulders. "Was that Annie's spirit?" he asked gently. "What did she say?"

Jean smiled through her tears. "I'll tell you later." she whispered. After managing to recompose herself, she stood up, as did Cyclops. "Right now, we have a rescue mission to plan." Cyclops smiled at her, nodding, as they both headed out of the Chamber, to wait for Superman to return with reinforcements.

Undisclosed location

When Charles came to, he was sure he could feel Jean's voice reverberating in his mind, before slowly fading away.

Looking around, Charles saw that he was in some sort of holding cell, and that he was strapped to a chair, with some sort of device on his head. Charles reached out with his telepathy, to see if he could determine what was going on...but he could hear nothing. It was as if he couldn't access his powers properly...

Just then, the door to his cell opened, and a thirty-something-year-old man, in a black business suit walked in, flanked by two soldiers. "So," the man sneered, "you're awake."

Charles remained calm. "Who are you?" he asked.

The man smirked. "What, can't you use those powers of yours and find out?" he mocked. "Oh, wait, that's right; with that PSI-Blocker on your head, you can't, can you? You don't enjoy feeling human, do you, mutie?"

Charles refused to rise to the bait. "You haven't answered my question."

The man frowned. "Graydon Creed." he replied. "And don't bother introducing yourself, freak; I know who and what you are." He laughed cruelly. "The whole world knows about your filthy kind, by now!"

"So it was you who built those...monsters." Charles said.

Graydon backhanded him. "The only 'monsters' around here are the likes of you, mutie!!" he roared.

Charles merely turned his head, taking the blow, and then looked back. "Then you must be one of the 'F.O.H.'"

Graydon chuckled. "The Friends of Humanity exist to protect the human race from the likes of your kind, mutant."

"But why?" Charles asked. "What harm have we ever done you?"

Graydon's face twisted in rage. "You LIVE!!!" he exploded. "You insult humanity simply by EXISTING!! There is nothing greater than humanity!!! There can be nothing greater than humanity!!! It is WE who are made in God's image!!! You defile our existence!! You lurk in the shadows, poisoning our species!! How DARE you exist?!! How DARE you think yourselves superior to us?!!"

Charles kept calm. "I have never thought that..."

"LIAR!!!" Graydon roared, backhanding him again. "Your filthy kind are all the same!! You think yourselves the next rulers of this world!! You think your 'powers' give you the right to dominate us!! You reject your own human children because they're 'inferior'!!"

That last point nearly broke Charles' heart. "If you hate us so much," he said softly, "then why haven't you killed me?"

Graydon's face twisted. "Believe me, mutant, I don't know how I'm keeping myself from doing just that." he spat. Then, he smiled cruelly, and added, "But I have a better idea."

Charles didn't like the sound of that.

"You claim to wish to use your powers for the benefit of humanity, Xavier...so I'm going to let you do just that." Graydon continued. "No-one knows exactly how many of your kind there are, or where they are."

His smile darkened. "Except you." he finished. "You're going to show us exactly where all of your kind are, Xavier...and we're going to hunt them down." He laughed cruelly. "And after tonight, mutant, every single man, woman, and child is going to know what a menace your kind are...and they'll cheer us as we rid the world of all of you!!" With that, Graydon turned, and left the cell, followed by the soldiers.

Alone again, Charles was nearly overcome with worry; he had to find some way to contact the X-Men, let them know what was happening...

'Help...'

Charles froze. There it was, again; the presence he could never trace...

'Help me...'

It was stronger, now...it was close!

Charles focused, reaching out to that faint telepathic cry; this device only dampened his powers – he'd been groggy, before, and hadn't noticed. He focused on that voice, and answered. 'Hello? Are you there?'

There was a brief silence, and Charles feared that he'd lost the voice...and then, '...you...hear me..?'

'Yes, yes, I hear you.' Charles replied. 'Are you alright?'

'...help me...I am dying...'

Charles' worries doubled. 'Please, hang on.' he urged. 'Where are you?'

'...deeper in...Sector...Zero...men of hate...could not contact...'

Charles began to understand; whoever this person was, he was also a prisoner, here. He had not dared to beg any of the Friends of Humanity for help, and had been calling to any sympathetic mind that would listen. 'I want to help you,' Charles sent, 'but I need to know more...'

'...craft...crashed...hidden...too deep...life-support...failing...power...nearly gone...' the voice replied...and then, the mind opened to Charles.

The unknown mind was peaceful, gentle...and very powerful, easily as powerful a telepath as he was, if not more...but it was not a human mind he felt.

The mind sent him images of space, of falling towards Earth, of crashing into the ground...

The mind then sent him images of a lab – Sector Zero, part of this complex, Charles somehow knew – where numerous scientists were at work...around a large, silvery, flying saucer.

Charles' eyes widened. The mind he had sensed...was the survivor of the Roswell crash...

'...so tired...must...rest...'

Charles felt the link suddenly vanish, as the alien mind, too weak to communicate, went unconscious. Charles' earlier sense of urgency was only worsened, now. He had to contact his students...but he had no idea how...

North Pole

It didn't take long for the Argo and the Fantasticar to reach the Fortress. After setting his ship down, Superman 'ported himself, the Avengers, Wonder Woman, Spider-Man, Toad, and Blob out of the Speeder, as the Fantastic Four disembarked from their vehicle.

As the others emerged from the Argo, Spider-Man looked around, and whistled. "Nice..." he murmured, "...I guess if you invest wisely, you can get something like this..."

Superman chuckled. "Actually, I inherited this place, I guess you could say."

Cap looked around. "My God..."

Reed chuckled. "That was our reaction, too, Captain."

"I can think of nothing, save Asgard itself, that could compare." Thor said softly.

Wonder Woman was similarly awed. "By Hera..." she murmured. "What is this place?"

"This, everyone, is the Fortress of Solitude." Superman answered. "It was my home before the Institute, and it's my training facility, workshop, and laboratory, as well as the last archive for the knowledge of Krypton and the myriad worlds it had ties with."

"Whoa..." Toad murmured, as he and Blob looked around.

Iron Man was silent for a moment. "All this knowledge..." he said softly, "...Superman, with all this, you could end the world's problems in a day..."

"...but that would only create more problems, Iron Man." Superman finished. "It was one of my people's highest laws: to never directly interfere in the natural development of another race. To do so would be irresponsible and, ultimately, destructive."

At that, the others nodded in agreement. Then, Superman opened the door leading out of the vehicle bay, and led them further into the Fortress.

As Superman led them into the Fortress' Main Hall, he saw Cyclops and Jean – in a different uniform – hurry in, followed by Flash, Aquaman, Hawkgirl, and Green Lantern. "Kal, we know where the Professor is..." Cyclops said, but he paused as he saw who he had brought. "Whoa, when you said you were getting backup, you weren't kidding..."

Superman chuckled. "Guys, these are the Avengers, the Fantastic Four, Wonder Woman, Spider-Man, and you already know Toad and Blob." he introduced. To the others, he added, "Everyone, these are some of my friends, Cyclops and Jean of the X-Men, Flash, Aquaman, Hawkgirl, and..."

"John Stewart!" Cap exclaimed, grinning. "What the heck are you doing here, Marine?"

"Steve Rogers!" Green Lantern exclaimed, walking towards Cap and shaking his hand. "I should've known you'd be involved in this, you old Boy Scout!" Turning back to Superman, he explained, "My platoon and I served on a few missions along with Rogers and his team before I joined the Lantern Corps." Laughing, he finished, "We actually had to bail these lunatics out, the last time we saw them!"

"You bailed us out? Excuse me?" Iron Man laughed.

"Where have you been? General Fury wanted to recruit you as a S.H.I.E.L.D. operative!" Wasp added.

"Got recruited by the Green Lantern Galactic Peacekeeping Corps after my tour of duty ended."

Cap nodded. "Good to hear."

Superman then turned to Cyclops and Jean. "What happened? You found where the Professor is?" Jean nodded, and proceeded to tell him what had happened.

When Jean was finished, Superman nodded. "Fortress," he instructed, "notify the remaining X-Men, Storm, Beast, Krypto, and Mystique to report to the nearest teleporter; 'port them directly to the War Room." With that command issued, Superman stepped onto the Main Hall's teleporter, followed by all the others. "Fortress: War Room." he instructed, and with that, they were all 'ported to the Fortress' War Room.

The War Room was fairly large – enough to accommodate everyone present – with a crystalline table in the center, with screens linked to the main computer on the surrounding walls. "We know where the Professor is." Superman said. "He's being held at a secret complex in Roswell, New Mexico. Wolverine is there, as well."

"Roswell?!" Shadowcat exclaimed.

"Great." Spyke muttered.

"What's wrong?" cap inquired.

"Roswell is supposed to be vere an alien spaceship crashed back in zhe 1940's, just vhen zhe var vas ending." Nightcrawler explained.

"You were on ice at the time, Cap." Giant Man added.

"Fortress: commence long-range scan of Roswell, New Mexico." Superman instructed. "Locate any and all underground or military installations."

In seconds, the Fortress brought up a holographic layout on the crystal table; a massive base, built inside the enormous stone mesa a few hundred miles from Roswell. "That's it." Jean said. "That's where they are."

Superman nodded, as he continued to pore over the scan of the base...and grimaced. "That's not all that's there." he said, pointing to one section of the base, near the top of the mesa, where numerous red dots where flashing.

"That looks like an armory." Reed observed.

Superman nodded. "It likely is," he agreed, "because those are Sentinel energy-signatures."

Power Girl gasped. "They have more of those things?!" she exclaimed.

"How many?" Captain America asked.

"They're packed too close together to get an accurate reading," Superman replied, "but there should be at least a hundred, likely more."

"Terrific." Ben grumbled.

Wonder Woman frowned. "The cowardly dogs use these mechanical monstrosities to do their dirty work."

"Ma'am, you said a mouthful." Spider-Man agreed.

"These Sentinels don't appear to be active, yet." Superman observed.

"The ones we fought must have just been a test-batch!" Cyclops exclaimed.

"Then the ones in that base must be intended for a larger campaign." Beast said grimly.

Superman nodded. "We're going to have to rescue the Professor and take those Sentinels out." he said.

Reed took a closer look at the base layout. "This section looks like the base brig." he noted, pointing to one section on the ground-level floor. "That must be where they're keeping Charles and Logan." He looked about the base's exterior, pointing to several openings – vehicle bays – dotting it. "This bay looks closest to the brig; we might be able to slip in, here."

"It looks to have pretty heavy security." Sue added. "If we try rushing in there, we'll alert the entire base."

"Agreed." Superman said. "We'll have to cut the base's power."

"Easier said than done." Reed replied, gesturing to several lines leading to the central power core. "The only quick way into the core control room is this ventilation tunnel that feeds air in directly from the outside. From the look of this readout, the tunnel opens every hour, but it only stays open for five minutes. Not only that, the core is protected by a separate security network," he pointed to a chamber near the top level, "controlled from here."

"We'll have to send one team to disable it." Superman noted. "This team will have to be stealthy; if they're detected, the whole mission is scrubbed."

"I'll go." Sue volunteered.

"As will I." Black Widow added.

"Thank you." Superman said. "Nightcrawler?"

"Jawohl!"

"Gambit?"

"Course, mon ami."

"Spider-Man?"

"You got it, Big Blue!"

Superman nodded. "There's another friend I have in mind for this, but I still need to talk to him." he said. "Wonder Woman?"

Diana nodded. "I will assist."

"One thing: the guards patrolling that section are likely ordered to report in on regular intervals." Cap noted. "If they have to take any of them out, someone might catch on."

"Agreed." Superman said. "Mystique? Think you can handle that?"

Diana blinked. "Why? What can she do?" she inquired.

Smirking, Mystique closed her eyes...and morphed into a perfect replica of Wonder Woman. "What can she do?" she echoed, in an exact copy of Diana's voice, before resuming her natural form.

Wonder Woman frowned.

"Even if we shut off that separate system, we'll still have to get into the core control room, shut down the core, and escape within five minutes." Reed said.

Thor nodded. "A hasty task for any soul."

"I could do it!" Flash exclaimed. "I can do it in five minutes easy! Just tell me what buttons to push and what levers to yank, and I'll be in and out faster than you can say 'System Crash'!"

"I'm afraid it's not that simple." Reed said. "In order to kill the power without anyone getting wise, we would have to execute a scheduled core shut-down; power systems of this type have them regularly. To do that, the command for the shut-down has to be issued from two separate terminals simultaneously."

Flash grimaced. "Uh...okay..."

"Flash, can you get Reed into the core once the security's down?" Superman asked.

"Sure, no problem!"

Reed nodded. "Once we're in, all you have to do, Flash, is drop me at one terminal here," he gestured to one spot around the core, "and then proceed to the second one here." He pointed to another spot. "Once there, we can use our radios to coordinate, and I'll instruct you on what commands to enter to initiate the shut-down."

"Once the power's down, Jean, Shadowcat, Rogue, Spyke, Beast, Toad, Blob and I should be able to get to the brig and break the Professor and Logan out." Cyclops said. "We'll just sneak in through that vehicle bay and then wait for the power to go out."

Superman nodded in agreement. "Aquaman? Think you can back them up?"

"No problem."

"Good." Superman said. "The rest of us will head to the armory once the power goes, and take out those Sentinels; the Argo will be able to 'port us in there as soon as it's down. Once we're in, I'll program it to lay down covering fire once we're ready to leave."

Captain America nodded. "Sounds like we've got everything covered."

"Good." Superman said. His expression became determined. "Then let's go!" With that, the entire group headed out of the War Room, taking the teleporter to the vehicle bay...to head to Roswell...and free the Professor.

Mediterranean Sea

Upon the waters of the Mediterranean, far from any continent's coastline, was a fair-sized, mostly-unspoiled island, surrounded by electromagnetic radiation, blinding any snooping satellites to its location, and engulfed in a cloaking spell, concealing it from the naked eye.

Genosha.

The largest settlement on Genosha was near its most accessible bay. After word had gotten out, mutants, weary of hiding amongst humanity, had flocked here, eager to build new lives, free of persecution.

As he looked upon the slowly growing town, the construction fostered by his funding, Doom smiled beneath his mask. Lensherr had spoken true; here was a chance for a utopian society, uncontaminated by wasteful influences.

All that was needed was a leader.

Focusing his energy, Doom reached for the barrier of invisibility that he had cast about the island, and pulled it away; the air simply seemed to shift around the island...and then, all was normal again.

Doom closed his eyes; he had not only removed his own spell, but also the electromagnetic shielding that Lensherr had raised. Genosha was no longer a secret.

The humans would send their Sentinels; among other things, Doom had long been a student of human nature. The humans were sure to attack...

...and Kal-El was sure to defend them. His own selfless nature would bring him here.

Doom chuckled to himself, enjoying the irony. Kal-El had long denied his destiny...and now his own actions would force him to accept it. Then, Doom's eyes narrowed, as he looked to the horizon.

It was time.

Roswell, New Mexico

The sun was setting over Roswell, turning the sky a brilliant crimson mixed with violet, as shadows started to lengthen as the sun waned. With the impressive mesa in the background, it was a sight to behold...

...but not everyone could enjoy the scenery.

After the cloaked Argo had dropped them near the mesa's side, out of sight, the team tasked with disabling the security system waited. Before they had departed the Fortress, Superman had contacted this 'other friend,' who was supposed to be joining them on this mission.

They had been waiting for about five or ten minutes.

Wonder Woman frowned. "I do not understand; why could this person not have joined us, already?"

"Beats me." Spider-Man said.

"I certainly hope zhis person can help." Nightcrawler added.

"Well, de big guy wouldn' steer us wrong." Gambit said.

Mystique frowned. "We're sitting ducks out here; someone is bound to spot us!" she muttered. "Where is this person?"

"Here."

That sandpaper-on-glass voice made everyone jump, as a black shape loomed behind them, hidden in the shadows of twilight.

"Oh, uh...h-hey, Bats." Spider-Man said. "How you been?"

Batman remained silent.

"It's good to see you again, Batman." Sue said.

"Dr. Richards."

Turning to the others, Sue explained, "On a visit to Gotham City, several years ago, we worked on the same case as Batman." She lightly smiled. "Doom was involved...though the real culprit was that lunatic clown."

Batman's eyes narrowed. "Joker."

"I hear you; there's definitely a few elephants missing from his circus." Spider-Man agreed.

"Why couldn't you have met with us, earlier?" Wonder Woman asked.

"I had a city to protect." came the curt reply. He then took a few steps towards the mesa. "I've been briefed on the situation; we're to ascend to the vehicle bay near the security station, and disable it."

"Correct." Black Widow said. "It is imperative that we disable that system A.S.A.P."

"Agreed." Batman said. "Let's move." With that, Invisible Woman generated a force-field bubble around herself, Black Widow, and Gambit, starting to levitate them up the mesa. Nightcrawler started to ascend by 'porting to one ledge on the cliff, and then to another, while Mystique morphed into her avian namesake, flying up towards the vehicle bay. Spider-Man simply fired a web-line, swinging up the cliff, while Wonder Woman just took to the air, flying upwards under her own power.

Wonder Woman had flown up several meters...and then looked down to Batman. "Do you require assistance?"

Batman simply glared...before he took out a grapnel-launcher, aimed upwards, and fired; the Batarang at the end of the cable latched onto a crag in the cliff, holding tight, enabling Batman to retract the cable and pull himself straight up, reaching the same elevation as the others in seconds. Once the cable was fully retracted, Batman freed the grapnel, then aimed higher, and fired again, before pulling himself higher along the cliff.

Within minutes, the entire team had reached the large, metal doors of the bay. Invisible Woman levitated herself and her two teammates close to the side of the bay. "We need to get these doors open." she said.

Mystique perched on a cliff before returning to normal. "If we open them, any goons in there will see us."

Looking up, Batman spied a ventilation shaft on the right side of the bay. Taking aim, he flicked a throwing-star – a shuriken – at it, popping it open, before taking out a modified Batarang from his utility belt, and throwing it; the Batarang arced away, before whirling back towards the opening, arcing inside. Batman promptly popped off his belt-buckle, expanding it into a computer...specifically into a controller for his remote-control Batarang. Batman guided the Batarang through the ventilation shaft, setting it down at the inside opening of the shaft...where its micro-video-camera could see everything. "The coast is clear." he reported.

Wonder Woman looked mildly impressed. "An ingenious device."

"Gambit sure wouldn' mind 'avin' one." Gambit added. "But dat still don' solve 'ow we gon' get dem doors open."

Spying a metal panel on the side of the bay doors, Sue said, "If I can pop open this panel, I should be able to hot-wire the doors." Her eyes narrowed as she concentrated, using her force-fields to pop open the panel, where she reached in, and started cris-crossing wires; in seconds, the bay doors slid open, allowing the entire group to slip inside.

As the infiltration team landed on the bay deck, the bay doors automatically closed behind them. "The control room should be beyond that door." Invisible Woman said, pointing to one door ahead of them. "We should be able to..."

"Wait." Batman said. "Someone's coming; my Batarang is picking up heat-signatures. Find cover, now."

Quickly, the team split up, ducking behind numerous crates...just as about a dozen soldiers walked in through another door. "I was sure I heard the bay doors open." one said.

"Frank, you're imagining things," another said, "but let's do a sweep, just to be sure." With that, the soldiers began to sweep the bay, looking for anything out-of-the-ordinary.

From behind a bunch of crates, Batman peered out at the soldiers, analyzing the situation. Next to him, Wonder Woman did the same. "We can handle them, easily."

"No." Batman said.

Wonder Woman frowned. "Hiding like cowards is not the Amazon way."

Batman half-glared at her. "If even one soldier gets to an alarm while we're handling the rest, this mission is over."

Wonder Woman frowned...and then nodded thoughtfully. "Your recommendation, then?"

Batman happened to glance up...and then switched on his communicator. "Black Widow."

"Yes?"

"It looks as though the lights are controlled by two separate circuits, with both fuse boxes on the ceiling." Batman said softly. "I can get the one on the left. Can you hit the other?"

From her hiding-spot next to Nightcrawler, Black Widow nodded, before drawing her revolver and affixing a silencer to it. "Easily."

Batman then switched his communicator to broadcast more broadly, so that the entire team could hear him. "When the lights go, pick your targets, and take them out fast." Switching off his communicator, Batman took out a bat-shaped shuriken, took aim, and threw.

The shuriken struck one fuse-box at the very same time as Black Widow's silenced bullet hit the other; instantly, the bay went dark, and the soldiers stumbled and tripped over crates, shouting and cursing.

The instant the lights went out, Batman darted from behind the crates, moving like a living shadow across the floor. In seconds, he had closed on one unsuspecting guard; he caught the soldier in a choke-hold from behind, and knocked him out with one surgically precise elbow to the neck. As a second turned to see what was happening, Batman rolled under his line of sight, before popping up right in front of him; to the soldier, it looked as if he had just risen up out of the shadows. The soldier started to open his mouth to scream, but Batman silenced him with a finger-stab just to the left of his throat; the soldier could only moan softly, before passing out.

Alerted by that moan, one soldier walked towards Batman's position slowly, still unaware of what was happening. Batman's eyes narrowed; he would have to do this fast...and then, out of the corner of his eye, he spotted a flash of gold, as Wonder Woman's lasso looped around his throat, tugging tight enough to silence him. Wonder Woman then yanked him backwards, where she lifted him up over her head, and tossed him into another, knocking them both out, as the noise caused the remaining soldiers to turn away from Batman's location.

As the soldiers approached their fallen comrades, one suddenly smelled brimstone...before Nightcrawler's uppercut knocked him into the air, as Nightcrawler 'ported away, before anyone could see what had happened. As the soldier started to fall back, Invisible Woman grabbed him with her force-fields, and tossed him into another goon, knocking both of them out. A third ran over to investigate...where Black Widow had been waiting; she simply yanked the soldier right off his feet, and knocked him out with one punch.

By then, the remaining five were getting nervous; they took out their flashlights, shining them around the room, but finding nothing...completely oblivious to Spider-Man clinging to the ceiling above them. Suddenly, two soldiers screamed, as thick web-lines shot down, pulling them into the air. There were the sounds of a struggle, and then silence; the last three pointed their lights upwards...revealing the two soldiers hanging from the ceiling, snared in nets of webbing, out cold.

Suddenly, a tiny squeak sound from their feet, and the soldiers looked down, and spotted a tiny mouse at their feet...which instantly morphed into a huge grizzly bear. The bear roared, and sent two soldiers flying with swipes of its massive paws. The last soldier screamed in horror, and ran for the nearest alarm...but Gambit took aim, and threw his bo-staff at the soldier, striking his legs, causing him to trip, and land flat on his face, out cold.

By then, the emergency lighting had come on. With the soldiers dispatched, Spider-Man hopped down from the ceiling, as Mystique resumed her true form. Batman simply tapped his belt-buckle, reactivating his remote-controlled Batarang, triggering it to fly to his side, where he put it away. Invisible Woman promptly walked towards the door. "We'd better shut that system down, now, before anyone else tries to come in."

Batman nodded. "Gambit: barricade the other door."

Gambit nodded, walking to the other door, and taking several lock-picks out of his trenchcoat pockets. "Gambit usually be tryin' t' open locks," he quipped, as he started tinkering with the door's lock through the keyhole, "but keepin' 'em locked ain' much diff'rent." With that, he twisted one pick, and then smiled, pulling the picks out of the lock, and putting them away.

Just then, the doorknob started to shake, as someone on the other side tried to open it. Seconds later, one of the soldiers' radios started to crackle. 'Come in, Nash. We heard noises, and we can't get this door open. Report."

Quickly, Mystique took a look at the soldier, and morphed into a duplicate of him, before taking the radio. "Nash, here." she said, using his voice. "False alarm. Just a minor power outage, here, but one of our guys got jumpy; must have broken the lock."

"Damn new recruits...roger that, Nash. We'll send a technician up there. Just hang tight."

"Roger. Nash out." Mystique replied, before switching off the radio, and resuming her natural form.

"We've got a problem!" Sue called from the corridor beyond the door. "The control room needs a password!"

Wonder Woman then spotted one of the soldiers coming to. "As it happens, we have a solution." she called, as she promptly walked over and lifted him up by the collar. "Tell me the code to enter the control room," she snapped, clenching her free hand into a fist, "or I will knock your head from your shoulders!"

"Go to hell, mutie bitch!!" the soldier snarled. Angered, Wonder Woman pulled her fist back, to make good on her threat...

"Princess." Batman said, interrupting her. "Allow me." With that, Batman grabbed the soldier by the collar, and Wonder Woman, mildly surprised, let go. Batman dragged the soldier across the floor, a fair distance away, before lifting him up to eye level, and fiercely whispering something inaudible...

"OKAY!!! OKAY!!! I'LL TALK!!!" the soldier cried. "The code is 27345!!"

"And that won't set off any alarms?!" Batman thundered. His eyes narrowed, making the soldier cringe. "Because if your boss knows we're coming...I'll know it was you!!"

"It won't!! It won't!! I SWEAR!!" the soldier cried. At that, Batman slammed his knee into the goon's stomach, doubling him over, before elbowing him in the back, knocking him out.

Nightcrawler gulped. "Vat did he say??"

"Trust me, pal; we don't want to know." Spider-Man murmured.

By then, Sue had entered the code. "We're in!" she exclaimed, hurrying through the open door, and sitting at the main terminal. After a few minutes of typing, she exclaimed, "The system is offline!"

Black Widow checked her watch. "The ventilation tunnel should be opening, about now; we're right on time."

Nodding, Batman switched on his radio, and gave the signal.

"Batman to Flash: the system is down, and the tunnel is opening. You and Reed have five minutes. Get moving."

Outside the outpost, at the base of the mesa, two guards were standing at the entrance to the massive ventilation shaft, which was currently closed, its shutters locked tight. As the sun's last rays disappeared behind the clouds, the two guards yawned. Nothing ever happened on this shift...

Suddenly, a red blur zipped in front of them, darting past, moving too fast to be seen. The guards automatically took aim...only to find that their weapons were gone. Then, they heard a large thump coming from the right, where the blur had come from, and turned...to see a massive, blue rubber ball bounce towards them, knocking them over like bowling pins, rendering them unconscious.

As Mr. Fantastic unrolled himself from his ball-attack, Flash zipped back over, after ditching the guards' weapons, and they both dragged the guards out of sight, before walking back to the tunnel entrance. "Okay." Flash said. "Now what?"

"Now, we wait." Reed answered. "We can't enter until the security system goes down."

Flash frowned. "Well, they'd better hurry up; this thing is supposed to open, soon..."

"Batman to Flash: the system is down, and the tunnel is opening." came Batman's voice over their radios. "You and Reed have five minutes. Get moving."

Flash grinned. "Ask, and ye shall receive!" he quipped, as the massive shutters started to turn. "It's go-time, Stretch!"

Reed nodded, and started to fold himself into the size of a backpack, looping his arms behind his back to form straps. "I'll navigate, you run."

"Cool by me!" Flash said, looping Reed's arms over one shoulder, hoisting him onto his back, before crouching, ready to take off. "You'd better hang on...'cause here we go..!"

And with that, as soon as the shutters had opened, Flash was off like a shot, darting down the large, cylindrical tunnel at breakneck speed. After a few seconds, the tunnel started to turn, and Flash could see the tunnel narrow towards a series of fairly large grates, which separated this section of the tunnel from the next few sections. "Okay, we have to pass through the middle grate on the bottom level." Reed said.

"Got it." Flash said, as he doubled his speed.

Reed gulped. "Uh...Flash? Don't you think we should slow down?"

Flash grinned. "'Slow down'?" he repeated. "Sorry, Doc, but I don't know the meaning of those words!"

By then, they were meters away from the grate, and Flash dropped low into a slide-kick, smashing the grate open with his heel, before darting off again, through the narrower ventilation tunnel.

After a few seconds, Reed said, "Okay, this next grate will open into the core control chamber. After we're through, take a right, and head down the corridor a few feet. Drop me by the second computer terminal on the left, and then keep going, until you come to the seventh terminal on the right; those are the terminals we need. Once you're there, radio me, and we'll shut the core down."

"You got it, Doc!" Flash replied, as he dropped into a slide-kick, kicking open the large grate, and leaping out into the core control room. Flash then quickly stopped, and turned right, dashing off down the corridor. Within seconds, he spotted the computer terminal...as well as five soldiers on patrol, heading away from them. "Uh-oh. We've got company."

Mr. Fantastic chuckled. "Luckily, this is my stop!" he said, as he unfolded his arms, resuming his normal shape, and then rolling himself into a loop; Flash darted past the soldiers, causing them to draw their weapons...completely ignoring the approaching Mr. Fantastic, until he bowled over them, knocking them out. "Keep going!" Mr. Fantastic called, as he unrolled himself, and moved to the computer, as Flash darted further down the corridor.

As he ran, Flash counted down the computers on the right: five...six...seven! Coming to the seventh terminal on the right, Flash hit the brakes, stopping directly in front of it. "Okay, Doc!" Flash called into his communicator. "Now what?"

"Okay, Flash," Reed answered, "listen and type as I tell you." Flash nodded, and cracked his knuckles, ready to type like crazy, as Reed began to instruct him on the commands to be entered.

After about a minute, the commands were typed. "It's all down, Stretch. You ready?"

"Ready, Flash; enter the commands...NOW!"

At that, Flash hit the Enter key; the screen instantly began showing lines of encryption being processed. "We did it!" Reed exulted. "It's going to take a few minutes before the commands go through, so we'll notify the others as soon as it's done..."

"Reed! Flash!" came Sue's voice over the radio. "The security system is rebooting, and we can't stop it without setting off any alarms! Get out of there!!"

"Well, Doc, you heard the lady!" Flash exclaimed. "We have officially worn out our welcome!" With that, he darted off, back the way he had come, to pick up his comrade.

As Flash ran, he soon spotted the spot where he'd dropped Reed, and could see him folding himself into a backpack, ready to evacuate...and then Flash spotted another patrol-group walking towards them. Flash's eyes narrowed, as he doubled his speed, grabbing Reed's arm as he ran, and plowing into the soldiers, sending them flying before any of them realized what was happening, before leaping up to the open grate, and dashing back out through the ventilation tunnel.

Within seconds, Flash was back into the main tunnel, racing towards the exit...and then he saw numerous laser tip-beams start to flare to life; the security system was coming back. Flash kept out of the way of the beams as he ran for the exit, but the beams kept shooting up, leaving only marginal space on the sides; Flash increased speed...and ran along the walls, taking advantage of the end-spaces, until he was clear of the beams.

By then, the shutters were rapidly closing. Flash's eyes narrowed, as he ran for the exit with all he had...but the shutters were getting too narrow...

As he came to the exit, Flash leapt to the side of the shutters, and then leapt through the narrow gap, emerging into the night air, as the shutters closed.

"YAAHOOOO!!" Flash crowed, as he started to slow down. "We did it, Doc! We...WHOA!!"

As Flash slowed, his foot hit a rock...sending both himself and Reed sprawling, tumbling over the ground, skidding to a stop a few feet away from each other.

Groaning, a slightly dusty Reed sat up. "This is Reed." he said into his communicator. "The power should be down, soon; you're all good to go."

Flash, dazed and bruised, remained on the ground. "I can't believe I gave up the Viewer's Choice Kung-Fu Movie Mega-Marathon and flew ten thousand miles for this crap." he groaned. "I swear, Smallville, if you're listening – and you'd better be – you owe me big time for this..."

In the upper levels of the outpost, in the medium-sized storage chamber that led to the main armory, a blue-white light shone right through the walls...depositing the Sentinel-demolition team inside.

After doing a sensor-sweep of this area of the base, it had been easy for Superman to program the cloaked Argo to 'port them all in, and then proceed to the ground-level vehicle bay, where the team rescuing the Professor were to escape from, to provide air-support. "The coast's clear." Superman said, as the main power went out, shutting down the base's main security system.

Cap nodded. "Let's go." he added. With that, the entire team headed towards the armory.

As they crept through the adjacent corridor, Storm inquired, "What would be the best way to disable the Sentinels?"

"The Sentinels' main processors are in their foreheads." Wasp said. "One good hit to the forehead should destroy the processor and render the Sentinel inoperable."

"Strike the head, and the body dies." Thor said, nodding. "A wise tactic."

"With any luck, we'll knock these toasters out of commission before anyone wises up." Green Lantern said.

Hawkgirl nodded. "The sooner we get rid of them, the better." she agreed.

"But it doesn't make sense." Scarlet Witch said. "Why would my father help these people?"

"We'll find out, Wanda." Power Girl said. "As soon as we take out these things and get the Professor and Logan, we'll figure that out." At that, Krypto barked in agreement.

By then, they had reached the door that led into the armory. Opening it, they walked through...

...and stopped.

The armory was filled with hundreds of Sentinels, each held up by metal scaffolding, with fuel lines feeding them.

Giant Man scowled. "How many did you say there were, kid?"

"Well," Superman answered, "I never said how many more than a hundred there could be."

"Terrific." Avalanche muttered.

The Thing whistled. "That's a lot of clobbering."

Johnny chuckled. "Scared, Ben?"

"You wish, Matchstick."

Superman sighed. "It's never easy, is it, Cap?"

Cap sighed, and shook his head. "No, son, it never is..."

Within the ground level of the outpost, at the entrance to the brig sector, two guards kept watch by the large steel door leading in. As one guard yawned, he happened to look over at his compatriot...and noticed the glazed look he had in his eyes. Just then, the lights went out, replaced by the pale orange of the emergency lighting. "Larry..?" the other guard asked...and then he screamed as a gloved hand reached through the door, grabbed him, and yanked him into the door, knocking him out, as the dazed guard took out his card-key, and unlocked the door, before falling back, out cold.

As the door glided open on emergency power, the rescue team walked through, as Jean's flame-red aura faded, and as Shadowcat pulled her hand out of the door. "Jean, can you sense the Professor?" Cyclops asked.

Jean put her hands to her head, her aura momentarily flaring. "He's a few cell-blocks down. Logan's in that area, too...and so is Sabretooth. The rest of them are empty."

"Great." Spyke muttered. "And we have to save him, too, don't we?"

"It's what the Professor would want us to do." Cyclops said.

Rogue groaned. "Gawd, sometahmes bein' the good guys sucks." she said. With that, they headed further into the brig, to rescue their mentor.

Before long, they had reached the cell blocks that housed the Professor, Logan, and Sabretooth. "Okay," Aquaman said, "how do we get them out?"

Shadowcat walked to the locking mechanism. "I could just short them out..." she suggested.

"They might have fail-safe systems, Kitty." Beast said, as he knelt to take a look at one lock, popping open a metal panel, and tinkering with the wiring. "Fortunately," he added, "I am familiar...with this type...of...design!"

And with that last word, Beast crossed one last wire, causing the door to slide open...revealing Professor Xavier, strapped to a chair, a device upon his head.

"Professor!!" Jean cried, rushing over and hugging him.

"We're so glad you're okay!!" Shadowcat exclaimed, following Jean's lead, as the others came in, making sure their beloved mentor was okay.

"Jean?" the Professor murmured. "Scott? What...how did you all find me?"

Rogue smiled. "Jean here gave herself a power-boost, courtesy of the Phoenix."

The Professor's eyes went wide. "Jean, you did WHAT?"

Cyclops grinned. "That was kinda my reaction, too, Professor."

"It's okay, Professor." Jean said, smiling. "The Phoenix and I...we worked things out."

At that, the Professor lightly smiled, as his students freed him from his restraints. "I am very glad to see all of you." he said. "Is everyone alright?"

"We're all fine, Charles." Beast said.

The Professor nodded, and then spied Aquaman. "Prince Arthur?" he asked.

Aquaman smiled. "Nice to see you, too, Professor Xavier." he said. "After what happened, today, I and a few others figured you guys needed some backup." He then gestured to the rest of the brig. "What say we bust Logan and Sabretooth out and then get out of here?"

"Yeah!" Blob agreed. "This place is starting to give me the creeps!"

"An excellent idea." Beast agreed, before he quickly moved to the other locks, shorting them out, and opening the cells, revealing Wolverine in one cell, and Sabretooth in the other, both chained to the walls.

"What the..?!" Wolverine yelled, and then he paused as Cyclops and Aquaman started to unlock his shackles. "What are you doin' here??"

Cyclops chuckled. "Nice to see you, too, Logan."

Wolverine frowned. "Just when I think you kids actually have some sense," he muttered, before his frown turned into a half-grin, "you go and pull a stupid stunt like this!"

Aquaman laughed. "Hey, it was Superman's plan!"

"Figures."

Sabretooth scowled as Shadowcat phased him out of his shackles, with Jean keeping an eye on him. "Saved by a bunch of kids...hey, Short-Stuff! We speak of this to no-one, got it?!"

Wolverine snorted. "Creed, I don't even want to speak of this crappy day to you." he muttered. "Let's just get out of here, alright?"

"No." the Professor said, as Beast lifted him onto his shoulder. "We cannot leave. Not yet."

"Professor," Shadowcat said, "we came here to get you out..!"

The Professor smiled. "And I am very proud of you all for doing so," he said, "but there is another prisoner here. I briefly communicated with him after I came to, here."

"Huh??" Toad exclaimed. "Ya mean there's another poor schmuck stuck down here?"

Jean's eyes widened. "Professor," she said, "when I looked for you, I sensed someone else, too..."

Professor Xavier nodded. "Whoever this being is, he is as powerful a telepath as I am, if not more. Before I lost contact, he stated that he was being held in Sector Zero."

"Sue and the others should be able to tell us where that is." Cyclops said.

The Professor blinked. "What..?"

"Long story." Aquaman said.

Sabretooth scowled. "Count me out!" he snapped. "Short-Stuff, if you and your chump friends want to get your asses shot off, that's fine by me, but don't expect me to tag along!"

Wolverine frowned. "Suit yerself, Creed." With that, they headed out of the brig, as Sabretooth went his own way.

In the security control room, Sue had been monitoring their friends; so far, everything was going according to plan...

...and then, she noticed the rescue team heading out of the brig...but in another direction, heading away from the exit. "Cyclops," she spoke into her communicator, "what are you doing?"

"The Professor says that someone else is in trouble, down here." came Cyclops' reply. "We need to get to Sector Zero."

Quickly, Sue checked the base layout. "There should be an elevator to your left. Take it down three levels, and take two left turns. It'll be dead ahead...but that path is crawling with soldiers..."

"We'll improvise." Cyclops said. With that, the transmission ended.

Mystique's eyes widened in horror at those words. "Rogue..." she murmured, before she ran for the bay doors, activating the controls to open them, and morphed into a blackbird, flying out before they closed.

"Mother!!" Nightcrawler cried, running after her.

Instantly, Batman intercepted him. "You can't help her."

Nightcrawler tried to move past him. "But she's trying to get to my sister..!"

"You won't do her or your sister any good by rushing blindly after her." Batman said. "What we have to do is head to the rendezvous point and back them all up as they're escaping."

"He's right, Fuzzy." Spider-Man said. "She's tough; she'll be okay."

Slowly, Nightcrawler nodded. "Ja."

Batman turned towards Sue. "Dr. Richards, are the fire and radiation alarms part of the main security network?"

Sue blinked. "What?"

"Did they go down when the power went down?"

"Well...no." Sue answered. "They're on the same power-system as the core security system; power or not, you need to be warned if there's fire or radiation."

Wonder Woman got the idea. "If we trigger these alarms, we can force those soldiers to flee, enabling our friends to move unopposed!"

Batman stared at her, an eyebrow arched. Wonder Woman chuckled. "Just because Themyscira does not embrace modern science does not mean we are ignorant of it."

Batman's expression went neutral...before he nodded thoughtfully. "I misjudged you."

Wonder Woman smiled. "I could say the same of you."

Quickly, Sue entered the commands into the computer, triggering the alarms on that level. Smiling, she spoke into her communicator. "Cyclops, we've triggered the fire and radiation alarms on the level you're heading to! You're all clear!"

"Thanks, Sue! We'll be out before you know it!"

"We need to get out of here, and fall back to the rendezvous point." Batman said. "They're going to need backup." With that, the entire team headed out through the bay doors, before anyone noticed they had been here.

After getting off the elevator, the trip to Sector Zero was virtually obstacle-free, Charles observed, as the entire group headed towards a sealed-glass door – marked "Sector Zero" – with Charles being carried by Beast. As they approached it, Jean simply narrowed her eyes...telekinetically deactivating the lock, and opening the door.

Her powers had grown, indeed.

As the door slid open, they all headed through...and stopped dead in their tracks.

The room beyond was very large, resembling a vehicle hangar, but with more electronics and instruments...and there, in the middle of the room, was a huge, saucer-shaped craft, silver in color, with a central sphere-shape.

"Holy..." Toad murmured. "This day just keeps gettin' weirder and weirder, yo."

"I hear you." Blob added.

Charles closed his eyes, listening...and heard it. "He's here." Charles said. "The prisoner is here!"

Everyone looked up at the saucer at that revelation. "Oh mah Gawd..." Rogue murmured.

"Professor..." Shadowcat said, "...are you saying what I think you're saying?"

"He's been trapped here for more than fifty years..." Charles said, as half-formed thoughts came to him from the prisoner's semi-conscious mind. "...he once fought to save his people, in a great battle in space...his ship was damaged, and he crashed here...and he's been calling to them, ever since."

"And he got you, instead." Cyclops said.

"How do we free him?" Aquaman asked.

Before Charles could reply, he felt a very weak thought come through: '...panel...' Charles then saw the image of a hand-panel on the underside of the ship, in the center...

"Jean!!" Charles cried. "There should be a panel on the underside of the ship, in the center! He hasn't much time! Hurry!!"

Quickly, Jean levitated herself over to the saucer; looking at its underside, she spied a small panel near the middle – likely none of the scientists had ever dared to look this closely at it. At once, she touched her hand to the panel.

Instantly, the bottom half of the central sphere opened, as a complex mechanical apparatus extended down, stopping just above the ground, with a cryo-stasis chamber at the end, with a control panel, blaring out a warning, to the side...and a large, humanoid shape within, hidden by the ice of suspended animation.

As soon as the chamber had lowered itself, Charles saw a series of symbols flash through his mind...which corresponded to symbols on the panel. "Hank, get me over there!!" Charles cried, and Beast practically leapt over to the chamber, followed by the others. Quickly, Charles entered the sequence of symbols into the panel, hoping they'd been in time...

Instantly, there was a hiss of escaping gas, as the chamber popped open, and its occupant – a very tall, green-skinned humanoid, of muscular frame, with two eyes, shut tight, no nose, a thin mouth, a small fin extending back from his head, and hands and feet with four fingers and no toes – toppled out, utterly still.

Deathly still.

The others looked down at the alien being. "Damn..." Wolverine muttered. "Poor bastard."

"Professor?" Shadowcat asked. "Is...is he..?"

Charles could only lower his head. They were too late...

Suddenly, the creature gasped for air, its red eyes opening wide, darting around fearfully...

"Easy, pal." Aquaman said. "Nobody's going to hurt you."

"You're among friends." Beast added.

The creature calmed, and then rose to his feet, rising to all seven feet of his height, before looking up towards the ceiling...no, to the sky beyond. Charles could feel him reaching out telepathically, waiting for something, a reply...

...and then, the creature let out a spine-chilling cry, dropping to his knees, howling at the top of his lungs...

"Oh, man..." Toad whimpered, "...now he's steamed...how many times has this happened in horror movies?!"

Spyke also looked spooked. "I'm with Todd on this; a roaring alien is never good..."

"He isn't roaring, guys." Jean said softly. Her expression turned sympathetic. "He's crying..."

The creature let out another howl of anguish, as tears fell from his red eyes, his fist pounding the floor in despair. After a few seconds, the creature looked to Charles; instantly, Charles felt the being's mind connect to his, instantly bypassing any telepathic blocks Charles might have raised, had he been given time...but this visitor was not malicious – he merely wished to learn.

After a nanosecond of thought-exchange, the link ended. "You...saved me..?" the creature asked, causing Charles' eyes to widen. "Th...Thank you..."

"Huh??" Spyke asked. "He talks??"

"He...learned English from me." Charles murmured.

Shadowcat turned to the creature. "Who are you?" she asked.

"I am..." the creature replied, before putting a hand to his head, lightly dazed, "...my name is...J'onn. J'onn J'onzz."

Beast smiled. "We are pleased to meet you." he said. "My name is..."

"...Henry McCoy." J'onn said. He then turned to each of them. "Charles Xavier, Scott Summers, Jean Grey, Katherine Pryde, Evan Daniels, Arthur Curry, Frederick Dukes, Theodore Tolansky, James Logan, and..."

"Hold it!!" Rogue shouted. "Who said ya could poke around in our heads?!"

J'onn looked apologetic. "I...I am truly sorry..." he said. "My mind is still disordered from stasis..."

Blob lightly chuckled. "'Theodore'??"

Toad scowled. "Can it."

"But what's wrong?' Shadowcat asked.

J'onn's expression became sad, again. "They're...they're all gone..."

"Who?" Beast asked.

"My people." J'onn answered. "My people are – were – telepathic. I would have been able to sense them, even from this planet...but I feel nothing...there is nothing left alive on Mars..."

"Mars??" Spyke exclaimed. His eyes widened. "Guys...J'onn's a Martian..."

"Guess all those sayings were right," Wolverine muttered, "'cept there ain't nothin' 'little' about this green man from Mars."

Jean's expression saddened. "J'onn...we're so sorry..."

J'onn nodded sadly...and then lightly smiled. "My appearance alarms you."

"What? No!" Cyclops said, smiling nervously. "You're just...a bit of a surprise, that's all..."

"Do not worry; I am not offended." J'onn said. "It can be remedied." With that, his body started to shift: his head-fin retracted, as his head rounded out; his hands gained a fifth finger, resembling human hands; his face gained a small nose, resembling a human face; his feet became covered by blue boots, as he morphed clothing: tight blue shorts, red cross-belts, and a blue cape. "There. Am I more acceptable?"

"You can shape-shift?" Jean exclaimed.

"Among other things."

"This is all interesting," Aquaman said, "but couldn't we talk about it after we get out of here?"

"Aquaman's right." Cyclops agreed. "We have to go, now."

J'onn's expression turned firm. "Not yet." he said, as he levitated himself up to his ship. "While I was in stasis, I sensed the hatred and bigotry of the humans that now occupy this facility; I will not allow my people's technology to fall into their hands." With that, he reached up into the ship, and tapped a few keys, before descending, as the saucer sealed itself, again. "I have programmed my ship's power core to overload; no lives will be lost, but my ship will be destroyed."

"But...how will you get home?" Shadowcat asked.

J'onn's expression was grave. "Katherine...I have no home to return to."

"Well, let's go, then!" Wolverine declared. "I've just about had it with this place!" With that, the entire group fled the laboratory, as J'onn's ship started to overload...

In the base's command center, Graydon Creed frowned as he looked at some of the status screens. "What's going on?" he demanded.

"We're not sure, sir." one officer reported. "First, there was a malfunction in the core security system, and then there was an unscheduled core shut-down – for maintenance – and now there are fire and radiation warnings around Sector Zero! Not only that, but energy readings from the Roswell Object are increasing rapidly! Sir, I think it's going to explode!"

Graydon scowled, as unease started to fill him. "Did Trask set the Juggernaut free, yet?"

"Yes, sir; about an hour ago. Cain Marko is on the rampage."

"Good." Graydon said. "And what of the land mass that just appeared on our scanners?"

"It's an island, sir; right in the middle of the Mediterranean...and it's filled with mutants, sir."

Graydon smiled cruelly; a perfect target for a first-strike. "Deploy the Sentinels!" he ordered. 'We may not need Xavier, after all...'

The officer suddenly gasped. "Sir!!" he cried. "More than half of our Sentinels are inoperable, and we're losing the rest!! Someone is destroying them!!"

Graydon's teeth clenched; he had a feeling he knew who was behind this. "Do we still have the Sentinel equipped with the meteor-weapon?!"

"Yes, sir! The SX-01 is still operable!"

"Send the SX-01 out towards that island, along with Sentinels S-1 to S-50!" Graydon ordered. "Have the rest keep those intruders busy! And send out patrols through the base! There's bound to be more!" He drew his revolver. "And send one team to the armory; I'll deal with this myself!!" With that, he stormed off, to deal with this threat once and for all.

In the armory, Superman smiled to himself as he fired a precision eye-ray through another Sentinel's metal skull. They were making good time; soon, they'd have every Sentinel offline...

"Uh, Supes?" Ben called, from his perch on one Sentinel's head, ready to rip out its processor. Ben pointed to the machine's eyes...now glowing red...like the rest of the machines were doing, now. "We've got trouble..!"

The Sentinel swatted the Thing off of its face, sending him flying, but Ben did a mid-air flip, landing on his feet. "Knew this was too easy!" he muttered. "Well, then...it's clobberin' time!!" With that, the entire team sprung into action.

Superman and Power Girl instantly took to the sky, firing their eye-rays, incinerating dozens of Sentinels with one pass. As another Sentinel started to aim at them, Thing grabbed an arm from a fallen Sentinel, and lobbed it at the would-be attacker, sending it toppling. "Hey, Supes!" he called. "Up for a little bowling?"

Superman grinned. "Sure thing!" he replied, as he darted down to Ben, who rolled himself into a ball. Superman took hold of his belt, then floated up a few feet, pulled back, and rolled Ben across the floor like a bowling-ball, knocking dozens of Sentinels over like bowling pins.

The Human Torch, in his flame-form, laughed as he took to the air. "That old trick, Ben?" he quipped. "Here's how you wreck giant robots!" With that, he gathered energy, focusing, and then unleashed a massive plasma-wave, superheating every Sentinel in its wake, melting them down to nothing.

The Torch smirked, before turning...to see a Sentinel fire a missile at him...

...and breathed a sigh of relief as the missile impacted against a green energy field. "Pay attention, kid." Green Lantern muttered, as he fired green energy beams from his ring, slicing through the Sentinel's heads, destroying their processors.

The Torch scowled. "Oh, sure, if you wanted to do it the easy way..."

As several Sentinels approached her, Storm flew into the air, summoning storm-clouds about her. She gestured, and the clouds unleashed a deadly blizzard, coating the Sentinels in ice, slowing them considerably. "Your mastery of the weather is impressive!" Thor exclaimed, as he raised his hammer over his head, and brought it down in front of him, unleashing a wave of lightning that seared through the frozen Sentinels, destroying them.

"I could say the same to you!" Storm replied, as she summoned gale-force winds, knocking another few Sentinels off-balance. Thor pressed the advantage by taking aim, and throwing his hammer at the Sentinels; Mjolnir whirled through the air in a perfect arc, smashing the Sentinels' heads off, before returning to Thor's waiting hand.

Turning, Thor spotted several more of the massive machines taking aim at them. "Beware, Lady Ororo!" Thor called, as he pulled his hammer back to strike...

...and then the Sentinels were suddenly coated in blue-black energy, before spontaneously disassembling from Scarlet Witch's hex. Wanda then fired hex-bolts at several more of the machines, causing their systems to spontaneously blow out.

Thor smiled. "Pay me no heed, milady. I was mistaken."

As one Sentinel closed on him, a now Sentinel-sized Giant Man slammed it with a haymaker, sending it flying into several others. As he turned, another machine decked him with a punch, knocking him back, before it turned its machine-gun on him...

...and then, smoke started coming from its head, as a miniaturized Wasp flitted out from a small vent in its head, the Sentinel freezing up from her sabotage. A third tried to get a target-lock on her, but couldn't, due to her size.

As the Sentinel tried to take aim, a feral growl cut the air, as Krypto flew at the Sentinel, biting off its machine-gun arm, before zipping to its head, ripping it open and tearing out its processor. Wasp smiled. "Good boy!" she exclaimed. At that, Krypto barked, panting happily.

Igniting his boot-jets, Iron Man took to the air, firing his repulsor rays with pin-point accuracy, felling one Sentinel after another, until one managed to knock him to the ground with a punch. Iron Man quickly got up, his armor's systems quickly repairing, as the Sentinel loomed over him...

...and was speared through the head by a spike made of stone, as Avalanche summoned a mini-quake. Behind his helmet, Tony Stark winced. "Well, that had to hurt." Grinning, Avalanche summoned a stronger quake, bouncing several Sentinels into the air...right into Hawkgirl's flight-path, where she slammed them with her mace, utterly destroying them.

Now it was Avalanche's turn to flinch. "Not as much as that." he said.

As one Sentinel slammed its fist at him, Captain America darted aside, before running right up its arm, and then leaping at its head, slamming his shield into its head, destroying its processor. As the Sentinel toppled backwards, Cap took aim, and threw his shield, before somersaulting off the Sentinel, to land feet-first on a four-directional metal crossroads over the armory; his shield smashed on Sentinel's processor, then bounced off the wall to hit another, and then ricocheting off the wall to smash a third, before returning to Cap's waiting hand.

Before Cap could continue his attack, he stopped, as he heard a clapping sound, as a thirty-year-old man, in a black business suit, flanked by a dozen soldiers, walked into view on one end of the walkway. "Captain America." the man said, mockingly saluting. "One of the most famous freaks in history."

"Who are you?" Cap demanded.

"Graydon Creed." the man replied. "I'm honestly surprised to see you; I thought the flying freak would come alone...but then you freaks always stick together, don't you?"

Cap's eyes narrowed. "So you're running this operation."

Graydon chuckled. "After S.H.I.E.L.D. lost interest in Roswell, it was easy for the Friends of Humanity to infiltrate it!" he sneered. "It's ironic, don't you think? A facility used to study alien technology will be used to purge humanity of the mutie filth that infests it?" His eyes narrowed. "And that includes you, 'Captain'. You've served your purpose; you should have stayed frozen!!"

"I joined the Army to fight racist psychopaths just like you, Creed." Cap shot back. "Your kind of bigotry died out when Hitler committed suicide...or at least it should have!!"

"Bold words, Captain." Graydon said, smirking. "We'll be sure to put them on your grave." With that, he simply gestured to the soldiers, who rushed towards Cap.

Holding his shield in front of him, Cap lunged at the soldiers like a bullet, knocking the entire group down with one hit. Turning, he spotted another group charging at him from behind; taking aim, Cap threw his shield at them, taking down half of them with the initial strike, and the other half with the ricochet.

As he recovered his shield, Cap saw about a dozen Sentinels closing on him from all directions. Looking around, Cap got an idea. "Superman!!" he shouted, before he threw his shield again, aiming high; the shield ricocheted off the wall, flying out into open air...

Instantly, Superman flew towards Cap's location, catching the shield, before taking aim, pulling his arm back, and letting it fly; the red-white-and-blue shield spun through the air like a buzz-saw, decapitating half of the Sentinels in one pass, before bouncing off one wall, then another, and then slicing apart the rest of the Sentinels, before flying back to Superman's hand. "Cap!!" Superman called, before tossing the shield back to its owner.

Cap caught the shield just in time, using it to block a barrage of bullets from a group of soldiers closing from his right, before barreling into them, knocking down half of them. One swung at him, but Cap blocked it, grabbed the soldier's arm, and then lifted him up and tossed him into the rest, knocking them out.

While Cap was distracted, another group of soldiers started to approach from the other direction, taking aim at him. Instantly, Power Girl flew over, landing on the crossroads, before inhaling and blasting the would-be-attackers off the walkway with a gust of gale-breath. Snarling, Graydon drew his revolver, took aim at Power Girl, and fired.

To Superman and Power Girl, the bullet seemed to be moving in slow-motion as it left the gun. Power Girl started to turn, trying to raise a barrier...

His eyes narrowing, Superman darted between Power Girl and the bullet at top speed, easily catching it in his hand. Graydon's eyes went wide as Superman tossed the bullet aside. "Graydon Creed, wasn't it?" Superman asked. "Well, Mr. Creed, I really have to hand it to you: for someone I've never met until now..."

His eyes narrowed. "...you have really managed to tick me off." he finished. With that, he started to walk towards Graydon.

Graydon's face twisted in rage. "Die!!" he shouted, firing his weapon...but the bullets bounced off of Superman, who didn't even flinch. "Die!!!" Graydon shouted again, as he continued firing, with no effect. "Die!!! Die!!! DIE!!! WHY WON'T YOU DIE, YOU FUCKING FREAK?!!!"

Finally, Superman was standing right in front of Graydon, whose revolver was still aiming at him. Graydon snarled, pointed the weapon at Superman's eye, and fired.

The bullet seemed to be moving in slow-motion, until it connected with Superman's eye...

Ping!

The bullet fell to the ground, flattened to a fraction of its original size, as Superman blinked, without even so much as an irritation in his eye.

Graydon's face paled, and then he snarled, preparing to fire again...and then screamed as the gun suddenly started to glow red, matching the red glow in Superman's eyes. As the glow faded, Graydon pulled back his fist, and swung.

Superman caught his fist effortlessly, before his eyes narrowed, and he lightly squeezed, causing Graydon to scream in pain...and then in horror as Superman grabbed him by the collar, holding him over the edge of the walkway, ready to drop him. "Tell me, Creed," Superman said, "if our positions were reversed, what would you do?"

Graydon snarled. "I would rid the world of you, you God-damn MUTIE!!!"

Superman's eyes narrowed in righteous fury, as he threw Graydon, who screamed in terror...

Clunk!

Graydon landed hard on the walkway, bruised but otherwise fine. "Then that's what makes us different." Superman said. Snarling, Graydon started to pull out his other revolver, but Superman fired a pencil-thin eye-ray, knocking it away, before melting it with another. His eyes narrowed. "I hope you're listening, Creed, because I'm only saying this once." Superman said. "Stay away from my friends. I never want to see you or your neo-Nazis ever again. I never want to hear the letters F, O, and H mentioned in the same breath ever again...in fact, it would be very much in your interest if you just stayed away from mutants altogether, because if I ever catch wind of you again, Creed, I'll be dropping by again...and I won't be as nice as I am today." With that, he turned, and walked away.

Snarling, Graydon sat up. "You think that's it, you filthy mutie?! You think that's the end?!" he shouted. "The Friends of Humanity will never stop until every last one of you is DEAD!! Our Sentinels are on their way, right now, to wipe out their first batch of mutant scum!! And now that the Juggernaut is free, everyone will know just what your filthy kind is capable of!!!" With that, he got up, and ran off, back into the base.

Turning, Superman's eyes widened in horror as he saw several Sentinels igniting their foot-thrusters, flying off into the sky through an open hatch...with many more having already left...

"Go!!" Cap exclaimed. "Stop those things!!"

"We'll rendezvous with the others!" Power Girl added. "Go, Kal! Give those things hell!!"

Superman nodded. "Green Lantern, Hawkgirl; you're with me; everyone else, clear out and back the others up!" he exclaimed. With that, he, Green Lantern, and Hawkgirl flew out through the hatch, after the Sentinels, while the others ran after the fleeing Graydon.

As the three of them flew after the Sentinels, Hawkgirl said, "At this rate, we'll never catch them!"

Superman got an idea. "Green Lantern, extend your force-field around Hawkgirl!" he instructed. Green Lantern promptly did so, coating Shayera in a green glow. With that, Superman took hold of Hawkgirl's arm, and then Green Lantern's. "Now hang on!" he exclaimed, as he accelerated to super-speed, flying after the Sentinels, as a sonic boom echoed behind them.

North Pole

After the others had left, the New Mutants had started exploring the Fortress, and had stopped their exploration at a large room, with numerous computer screens...

...one of which that showed the news: anti-mutant protests were starting all over the country, as people were starting to wonder what was going on.

"It's official." Ray muttered. "Our life is going to suck from now on."

"Don't say that, Ray." Jubilee whispered.

"Why not? We're all thinking it." Roberto added.

"Knock it off." Tabitha said. "The mood's already lousy enough without you guys making it worse."

Jamie looked scared. "W-What's gonna happen?"

"I don't know, kiddo." Bobby said. "But, hopefully, the others will find the Professor, and then..."

Suddenly, a high-pitched electronic, warbling sound – resembling a computer linking to the Internet – came from Mark's speaker. "Mark?" Amara asked.

"What's wrong?" Sam added.

Mark blinked. "Someone...was attempting to contact me." he said. Just then, the sound came again.

"I've not heard ye make that sound before." Rahne said.

"It is a real-time deep-space transmission." Mark replied. "But...that would mean..." His eyes widened. "No..."

"What?" Bobby asked.

Mark's expression became haunted, as his next words chilled them to the bone.

"It's coming..."

International airspace

It took Superman, Green Lantern, and Hawkgirl a few minutes at super-speed to catch up with the Sentinels – there was about fifty of them, Superman noted. Wherever they were headed, just a handful could kill hundreds...

...unless they were stopped.

Superman slowed to match their speed, releasing Green Lantern and Hawkgirl, who flew beside him. "Pick your targets!" Superman instructed. "Make sure none of them land!" With that, he took aim, and fired his eye-rays, incinerating five Sentinels, sending them falling towards the ocean.

Green Lantern then fired an energy-beam from his ring, lancing through another handful of Sentinels, rendering them useless as they dropped like metal flies. With her fearsome war-cry, Hawkgirl smashed the skull of one Sentinel, before flying high and diving onto another, sending it falling.

By then, the Sentinels were starting to get wise; several broke formation, and opened fire with their missiles, but Superman blew them away with a burst of his gale-breath, as Green Lantern repelled the following salvo with a barrier. Superman then unleashed his frost-breath, blinding the machines in ice, before firing a sweeping eye-ray, incinerating them, as the three of them kept at the Sentinels, felling more and more of them.

Back at the Roswell outpost, an enraged Graydon Creed stormed into the main command center. "What's our status?!"

One officer looked stricken. "We've lost over half of our attacking force, sir! Those three are knocking the Sentinels right out of the sky!!"

Graydon scowled. "Deploy the SX-01!" he ordered. "Have another five Sentinels cover it! Fire the meteor weapon!!"

By the time Superman, Green Lantern, and Hawkgirl had taken out half of the Sentinels, they were approaching the Mediterranean Sea, and dawn was fast approaching, as they had crossed several time-zones. Suddenly, Superman saw six Sentinels break formation, and head towards them. Five of the machines came right at them, and quickly fell to eye-rays, ring-beams, and Thanagarian mace-blows...but the sixth kept back, and took aim...as a strange gun extended from its arm...

...and fired a beam of toxic-green energy.

Superman's eyes widened in recognition, as he tried to evade...but the Kryptonite beam hit him dead-on; his energy instantly evaporated, as every single cell in his body felt like it was on fire...

Superman simply fell out of the sky, falling towards the Mediterranean. Seeing him, Green Lantern and Hawkgirl broke off their attack, diving after him...

As he saw the flying freak take the hit, Graydon smiled, as the command center erupted in cheers. "Direct hit!!" one officer exclaimed. "They're backing off!!"

Graydon smirked. 'Not so powerful now, are you..?'

"Hold on." another officer reported. "It doesn't look like he's down, yet."

"If they come back, fire the weapon at full power." Graydon ordered. They had the freak's weakness, and if he was stupid enough to keep coming...

...there would be one less freak in the world.

Superman kept falling towards the water, until Green Lantern caught him with an energy field. Green Lantern and Hawkgirl were instantly at his side. "What was that??" Hawkgirl exclaimed.

Superman groaned. "Kryptonite." he muttered. "A refined crystal; it's a lot stronger than what I've encountered before." That blast had made him feel as though he'd been exposed for hours...

Green Lantern looked concerned. "You okay?"

"I will be." Superman answered. "I just need a little altitude..."

Hawkgirl smiled. "Allow us!" she said. With that, she lifted him up under his arms, and flew up higher, as Green Lantern covered them.

The morning sun was almost through the clouds...and then, it broke through, bathing Superman in light.

Instantly, Superman's energy returned – though he would be feeling the aftereffects of the blast later – and he started flying under his own power. "Thanks!" he said. "Fortunately, I came prepared!" With that, he activated his nano-suit, which covered him in seconds, before he flew at the Kryptonite-wielding Sentinel...

At the outpost, Graydon smirked as he saw the freak coming back; the SX-01 fired again...

...but nothing happened.

Graydon's smirk evaporated, as he saw the SX-01 fire the meteor-weapon again, and again, but the freak didn't go down. "What the HELL is going on?!"

"I don't know, sir!" an officer cried. "T-The meteor-weapon is ineffective!! He must have some kind of countermeasure!!"

Graydon snarled...and then noticed that they had almost reached the target. "Order all Sentinels to drop altitude, maximum speed! We'll take out as many mutants as we can!"

"Sir!!" another officer cried. "The Roswell Object's power core is nearing critical mass! It's going to explode any minute, now!!"

Graydon suppressed a roar of anger; if that ship blew, Fury would be alerted. "Evacuate the base!" he shouted. At once, every officer in the command center packed up and fled, as fast as they could. Graydon looked at the screens, before fleeing, himself.

How the HELL had this happened?!

In seconds, Superman had closed on the Sentinel, his nano-suit easily repelling the Kryptonite blasts. He grabbed the weapon on the machine's arm, and ripped it off, before destroying the Sentinel with an eye-ray. Superman then tore open the weapon, revealing the purified Kryptonite within, before he took the crystal, and threw it into the air, tossing it out of orbit, to join its unrefined brother-crystal on its way to the sun.

By then, the remaining Sentinels were starting to descend...towards an island.

Superman's eyes widened as he recognized it: Genosha. That was their target...and there were several hundred innocent mutants, there...

Superman's eyes narrowed behind his suit's visor as he dove after the murderous machines, followed by Green Lantern and Hawkgirl. Superman blasted Sentinels with eye-rays, while Green Lantern sliced through them with ring-beams, and Hawkgirl dove at them, smashing one after another with her mace...until only three remained...

As those last three started to touch down on Genosha, the inhabitants of that small settlement fled in utter terror. One started to take aim...but Hawkgirl, shrieking like her namesake, dove at it; the Sentinel tried to fire at her, but Hawkgirl was too fast. She landed next to its foot, before darting up and smashing its knee with her mace, before slamming its arm-joint, knocking it off, and then finishing by knocking its head clean off.

The second Sentinel started to form its machine-guns, but Green Lantern fired his ring-beams, slicing its arms off, before catching it in a field-bubble, and tossing it out to sea.

Taking aim at a group of fleeing mutants, the last Sentinel started to power up its plasma-cannon, but Superman flew ahead of it, intercepting the shot, shielding them with himself, as he absorbed the force of the blast, before firing his eye-rays, utterly destroying its plasma-cannon. As the Sentinel started to overload, Superman darted over, lifted it up, and threw it far out to sea, where it exploded harmlessly.

With the Sentinels dispatched, Superman, Green Lantern, and Hawkgirl touched down. Superman promptly deactivated his nano-suit. "Well, that takes care of things."

"It most certainly does..."

Superman and his comrades quickly turned, to see both Magneto and Doom, standing there. "Well done, Kal-El." Magneto said. "Well done."

Green Lantern arched an eyebrow. "Friends of yours?"

"Hardly." Superman said. To Magneto, he asked, "Why, Lensherr? I know you helped the F.O.H. Why did you do it?"

Magneto chuckled. "The time has come for all the world to know of mutants."

"So you give weapons to the very people who hate mutants?" Hawkgirl said.

"My dear lady," Doom said, "one of the key rules of warfare is to know your opponent's actions before they do; we knew that they would send Sentinels here, once we dropped the barrier that hid the island."

Superman's eyes narrowed. "WHY?!" he demanded.

Magneto smiled. "Because we knew that you would follow them."

By then, the citizens of Genosha had started to crowd near them, murmuring. "He...he exists..."

"He's real...and he saved us..."

The whispers started to grow, becoming jubilant. "Magneto was right!"

"He's come to save us!!"

The whispers turned into a cheer. "Superman!"

"Superman!!"

"SUPERMAN!!!"

Superman was silent, as he now started to understand Magneto and Doom's scheme.

Magneto laughed. "Do you see, now, Kal-El?" he said. "These people – our people – are your destiny!"

Green Lantern glared at Magneto. "You son of a bitch."

Superman could only look at the cheering crowd; he had to stop this. "Please..."

The instant he spoke, the entire crowd went silent. "I'm sorry," Superman said, "but whatever Magneto told you was wrong."

Magneto's face went pale. "Kal-El, what are you doing?"

"No!" someone in the crowd cried.

"Please, lead us, Superman!"

"We'll do whatever you say!"

"That's exactly why I can't lead you." Superman said. "I'm not here to impose my will on anyone else."

"But we need you!"

"You're supposed to show us the way!!"

"Listen to them!" Magneto urged.

"You're right about that." Superman said. He gestured to Green Lantern and Hawkgirl. "We can only show you the right path." He then gestured to the crowd. "But it's up to all of you to follow it." At that, the crowd calmed, considering his words. As Superman turned to go, none of the crowd moved to stop him.

"Kal-El, do you realize what you are doing?" Doom said.

"I told you, Victor." Superman said coldly. "A man makes his own destiny."

"Wise words." Hawkgirl agreed.

"You cannot walk away from this!!" Magneto cried. "You cannot!!"

"I think he just did." Green Lantern said.

Superman turned to glare at the two madmen. "Never bother my friends and I ever again." he snapped. With that, he and his comrades turned to go...

Suddenly, Superman's belt-communicator started to beep, and Superman took it out, and unfolded it. "Superman, here."

"Superman, it's Android. I have grave news."

Superman's expression turned grave. "Go ahead."

"Shortly ago, an unknown signal attempted to contact me." Android replied. "The signal originated from deep space."

"What?" Superman exclaimed. "How can that..?" but he stopped, as his belt-computer started to beep, the Fortress' sensors picking up something.

"Superman..." Mark said, "...the Mark VI...it is coming."

Slowly, Superman looked up towards the sky...as his hearing picked up another sound.

The sound of re-entry.

"No, Android." Superman corrected. "The Mark VI is here..."

Author's Note: Just in case anyone was wondering, Xavier's friendship with Thomas and Martha Wayne, as well as Sue's mention of the Fantastic Four visiting Gotham City are allusions to my upcoming story "Crusade." Anyway, I hope you enjoy this chapter!

Coming Soon:

Irene Adler's prophecy foretold of them…the seven who would aid the Child of the Star…

One who dwells in the dark, striking fear into those who harm the innocent…

One born of warriors, blessed by the gods of old…

One who is the survivor of a dead world…

One who calls the ocean deeps his home…

One who bears a brilliant green light…

One who moves swifter than lightning…

And one who flies upon bird's wings.

As the X-Men escape their pursuers, and strive to put things right, the Man of Steel and the seven join forces for the first time…

Watch their quest for justice begin, in the conclusion to the Zero Hour trilogy, "A League of Their Own," coming to your computer soon…