Answers to reviewer's questions or statements:

DannyPhantom619: Why Stark? He hasn't really done much this time around aside from the obvious canon things in Marvel

Jestalnaker94000: Cyclops will learn something from this alright.

treyalexander63917: Bit of both at the moment, I mean he'd still help out but right now he's angry and when your pissed off most people tend to say things, now whether he means it or it's the cosmic firebird inside him is another story.

gunman: Yeah the story is pretty much similar to how things went down in the comics in that the guy that got the cosmic firebird in the end does eventually go on a sort of rampage and Wakanda at some point gets its teeth kicked in during this event. Actually, the Phoenix may very well surpass the Beyonder since it's power is on a multiversal level and even omni-versal, Galactus, powerful as he is, is barely a blip on its radar when it comes down to raw power. It ain't something you can ever truly control, maybe influence but that's about it.

Devilboy101: Peter will be doing both this time around.

sinnerlust: True, but he also hung out with Magneto a lot, so yeah him letting Emma into his head and being around Magneto without Xavier or Jean there to be a sort of moral compass… we get this Scott…

Spawn Hades: Wish the end to this fight would be as heartfelt or humorous… there will be tears and not the good kind.

LL: Scott's line of thinking is that since Hope is the 'Mutant Messiah' then she'll be exempt from that tad bit, in the end if the Phoenix Force wants to break you, it will break you, it ain't if, it's when. At this point Venom is with Flash I think and Eddie is now Toxin, it's around that time I think.

Also note I said this fight would end tragically and it will, but the chapter got so long I thought I'd divide it into two parts. Probably will piss a lot of people off because you're just dying to know how this will all go down so just sick back and watch as the Dark Phoenix is more or less unleashed fully with Spider-man's darker emotions now fueling it.


Disclaimer: I don't own any Marvel characters seen, mentioned or used.

Beta Read by: The Undying Will


Peter growled in rage as he was slammed into the ground by a powerful strike from Thor's hammer, lighting dancing off the enchanted metal as the thunder God prepared to blast him with everything he had left before Peter suddenly turned and unleashed what could only be described as a supernova condensed into a small powerful beam of energy fly through the air and collide with the Norse God's form in a titanic explosion, illuminating the area for several brief moments before it died down.

Peter watched Thor soar through the air for several hundred meters before landing by the large lake next to Wakanda's now seemingly dark and abandoned capital before he suddenly reached out and grabbed Quicksilver as he raced by and held the young mutant up in the air with a glare.

Quicksilver glared down at Peter as he tried to escape by vibrating out of his grip only to fail. "Oh just do it already!"

Peter's lenses narrowed at this. "You know, under the right light you look a lot like your father… which means this will feel all the better for me when I do this!"

Peter pulled his fist back before he sent it right into the speedster's face, fracturing his jaw and nearly his entire skull had he not vibrated his molecules at the last moment before Peter dropped him to the ground and glanced around him for signs of the X-men, so far, they've seem to have pulled back as the Avengers tried to prevent him from–

'They were trying to stop you… they know what you can accomplish and are sacred of you… as they should be!' A voice purred almost seductively in the back of Peter's mind as he tried to telepathically scan for the X-men's minds but sensed only the handful of Avengers and the Fantastic Four still standing a good distance away from him.

Peter shook his head to try and concentrate before he sensed Hawkeye fire off an explosive arrow towards him. Peter, without looking, caught it and threw it back towards the surprised archer and grimly chuckled as it exploded mere meters from the archer, sending him flying into a nearby pile of rubble as Peter saw the ash and dust around him before he blasted it away with a small psionic blast.

'They are hiding from you… like a bunch of cornered rats…' The voice chuckled as Peter continued to scan for the X-men but found no signs of them. 'Their telepaths are keeping you from sensing them at the moment… focus on the area where you can't sense anything and you will find the ones that hurt Spider-woman… that hurt Jessica.'

Peter nodded at this as he started to do a sweep of the area before he picked up the mind of Johnny fast approaching him. Peter's lenses narrowed in annoyance as the Human Torch began to race around Peter and form a sort of circle of fire around him that began to rise higher and higher until it formed a dome of super-heated fire. Peter's spider-sense began to go off as he sensed Johnny was about to possibly go supernova before Peter approached the edge of the flames and rammed his hand into the inferno and grabbed hold of the young man just as he raced by and pulled him out by the neck, the fire around him and the dome fading as Peter unintentionally absorbed it.

"Johnny…" Peter said in a low tone as he held the man in the air.

"NGH… hey Peter," Johnny struggled to say as his friend held him by the throat. "Love the new look, bit evil but damn, can't deny you can pull off the whole dark and brooding thing even better than Daredevil or Wolverine."

Peter huffed at this before he threw Johnny away from him and sent a powerful psionic grenade of sorts right into his mind, causing the pyrokinetic to scream in pain at the mental attack he was under. Peter turned away from the youngest member of the Fantastic Four and began to walk away when he stopped as he saw the Thing and Red Hulk rushing towards him.

His fists balled at the approaching men as the voice spoke again 'They never seem to learn… show them what happens when you challenge a god…'

Peter slowly raised one of his hands towards the approaching duo and just as they were mere meters from him they were suddenly lifted in the air.

"What the…?" Red Hulk said as he tried to move but found himself frozen.

"Ahh great… I know what comes next…" the Thing said with a sigh before the two were suddenly slammed into each other before being pulled apart and slammed into the ground before they were then forced through the ground at high velocity away from Peter until they came to a sudden stop and were torn out of the ground again and flung into each other and collided with a small shockwave.

Peter watched the duo fall to the ground before he mentally formed a small psionic ball of energy above the two and let it slowly drop towards them. Red Hulk noticed the small orb approaching and only had one thing to say before it hit.

"Ah shit…"

BWOOOOOMM!

The force of the psionic explosion shook the entire area and caused a number of people nearly to lose their footing while Peter had returned to scanning for the X-men, he knows they haven't left yet, he doesn't know how but he did and he won't rest until he finds them…

Peter's lenses narrowed as he began to do another mental sweep of the area and felt a sort of dead zone not too far from him 'Bingo!'

He prepared to move on it before he turned suddenly to catch Steve's shield and hold it as the patriotic themed Avenger stood before him. Peter almost felt bad for the man as he took in his appearance.

His suit had numerous tears and burns dotted across it and the man's cowl had been torn off to show he had a large bruise on the side of his face from when Peter kicked him into Black Widow earlier.

"Peter stop…" Steve said as he struggled to keep standing

Peter stared at the man for several long moments before he snorted "Stop? Would you stop if it were Sharon back there bleeding out?"

"Jessica is alive Peter." Steve said before he was suddenly held up by Peter in an invisible grip as his lenses narrowed until they were slits.

"You're lying!" Peter hissed as the voice echoed through his mind.

'She's soon to be gone from this world regardless… there is only one course of action for this injustice… avenge her Peter.' The voice goaded from the deep recesses of Peter's mind.

Peter gripped his head in slight pain as the voice sounded like it was beating against his skull. Steve saw this and felt the man's telekinetic grip on him loosen.

"Peter I'm not lying, read my mind if you can to prove that I'm telling the truth!" Steve said as he took down the psi shields around his mind, it was risky but if it helped Peter calm down and regain control of himself, well it was a risk he'll gladly take if nothing else to keep the man from making a horrible mistake.

Peter felt the mental shields around Steve drop and was just about to enter to see if the man was lying when he felt his spider-sense go off as his mind suddenly came under assault from several different people

"AAGGGH!" Peter gritted his teeth in pain as he felt Emma, Psylocke and someone else tear into his mind and restrain him both mentally and physically with everything they had.

"Peter-" Steve started only to be blasted away by Havok as he, Cyclops, Magneto approached them.

"Emma, Betsy, Rachel keep him restrained, if he starts to break your grip on him, let me know. Magneto, make sure he can't move any more than he already can, might help the girls keep him secured." Scott said as Magneto had several metallic tendrils form from some of the discarded rubble around them and attach themselves to Peter who was trying to move but found it increasingly difficult.

Scott nodded at this before suddenly Nightcrawler appeared with a barely conscious Hope in his arms. Rachel having knocked her out back at Jean Grey Institute after being alerted to what was going on here from Emma just minutes ago. Scott stepped forward and stared at Peter's glowing lenses with a slight glare under his visor.

"I hope you enjoyed your time with the Phoenix, Spider-man, because now it's time for you to give it up to someone that will be able to put its power to better use then throwing a temper tantrum like they're the damn Hulk." Scott said as he gestured for Nightcrawler to hand him Hope who was now beginning to regain conscious as the presence of the Phoenix began to stir her awake.

"W-What…?" she said as she glanced around to see the scorched earth around her before she felt a hand on her shoulder and she turned to see it was Scott and behind him a heavily restrained Peter with Havok and Magneto watching him with a beaten and battered Captain America not too far away.

"Scott… what's going on? Where are we? What's happened?!" Hope said as she began to panic and bits of cosmic flames danced across her form as she could faintly hear the call of the Phoenix.

"What do you think Hope? Spider-man lost control of himself and has nearly leveled half of Wakanda" Scott explained as he turned towards a growling Peter.

'Scott, you need to hurry!' Emma said through their telepathic link 'Rachel, Betsy and I still have him but he's beginning to overpower us! You have seconds at best!'

'That's all we'll need' Scott mentally said before speaking aloud as he stepped aside and gestured towards Peter "Hope… you know what you have to do."

Hope stared at the restrained from of Peter and shivered as she saw his head slowly turn towards her and growl in dark rage as he struggled to free himself. She's never seen him like this before, so angry and spiteful looking. She could practically feel the rage around her as if it was a maelstrom.

'It has to be the Phoenix… right?' Hope asked herself as she took a few steps towards Spider-man cautiously. 'But if it is, then how the hell am I supposed to control myself when mister 'Responsibility' here can't!?'

After being taken to the Jean Grey Institute, she was given a chance to sit back and actually think a little and she found herself wondering what the hell she was thinking in the first place? Her, controlling the Phoenix when Jean effin Grey couldn't? She'd have better luck with the Uni-power than this thing.

"Hope hurry, Emma and the others can't keep him restrained for long." Scott said as he saw the metal restraints beginning to strain as Spider-man's body shook, fighting back control for control of his body against three of some of the most powerful telepaths on earth and the master of magnetism.

Hope swallowed nervously as she stepped closer and held up her hands and took several deep breathes as she could feel the power of the Phoenix within Peter, burning like a sun. She reached out towards it and began to coax it towards her only to quickly realize something shocking, it wasn't coming to her it was… resisting her.

'What?' Hope thought in shock as she could hear the call of the Phoenix, but it wasn't asking for her to free it and let them join like she first thought… it was warning her to back off…

Suddenly she was pushed back by some unseen force and for a moment, Hope felt her entire tremble at the power it felt "Whoa…"

"What is it? What's wrong?" Scott asked with a frown, something wasn't right about what just happened.

Hope looked at Scott for a moment before she glanced back at Peter "The Phoenix… it… it pushed me back."

"What?" Scott said with surprise.

"It doesn't want me anymore… I don't think it ever wanted me to begin with." Hope said as she stepped back from Peter who was still growling at her with a dark animalistic quality she never knew he had. The air around them seem to grow even darker and heavier that it already has, making his appearance all the more frightening to her "I-I… I don't want to be here anymore…"

Scott stared at Hope for several long moments before he sighed "Hope… the future of our race is on the line–"

"Then why can't we just go to the Avengers about this!" Hope snapped at Scott in anger. "Look I know they've never really been ones to concern themselves with the crap the X-men go through but that's because we asked them to half the time! They have people on their team that could possibly help undo what the Scarlet Witch did to us! Hell, we can even have her help us reverse whatever it is she did in the first place to stop more of us from being born!"

"Then why haven't they helped us!?" Scott yelled at Hope as he stepped closer to her "Where were the Avengers when the Sentinels attacked and destroyed Genosha, killing millions of mutants! Where were the Avengers when the Legacy Virus tore through our kind all over the world and killed them?!"

He was then right in Hope's fear stricken face as he yelled "WHERE WERE THE AVENGERS WHEN JEAN DIED?!"

"…" Hope had no answer for that as she hung her head low.

Scott after a few seconds pulled back from the Mutant Messiah with a glare etched on his face as he turned towards Captain America's unconscious form. "The Avengers only help us when it suits them or they need us. When they don't… they can care less about our plight–"

'SCOTT GET OUT OF THERE HE'S BREAKIN FREE!' Emma shouted in fear as she, Rachel, and Betsy were finally pushed out of Peter's mind and the spider themed man let out an inhuman roar of rage as crimson red and black fire erupted from his from, sending the four Mutants flying back in a powerful explosion.

BWOOOOMM!

Scott was violently flung across the scorched ground before he comes to a painful stop over a hundred feet away from where Peter is now standing, his body cloaked in cosmic fire with only his lenses and the Phoenix symbol glowing through the dark red and black inferno before suddenly he's standing before Scott. The leader of the X-men only had enough time for him to tense in surprise before he was suddenly kicked by the man through the air and in the blink of an eye caught him just as he was about to hit the ground.

Spider-man held the struggling form of Cyclops for a few moments before he head butted the man, cracking the red lens on his visor and slammed him into the ground several times before he threw the bloodied and tattered man into a nearby wall that once belonged to the now long destroyed facility that Peter had first awoken in only hours ago.

"That… wasn't… nice!" Peter hissed as he reached down to grab Scott again before the Mutant leader suddenly tore off his cracked and damaged visor and blasted Peter at point blank range with every ounce of power he could call upon.

The area was blanketed in a red light as twin ruby beams of energy erupted from small portals that connected to another dimension located in Scott's eyes and right into Peter's form with enough force to crack a moon twice the size of Earth's in half. Peter growled through the pain as he slowly reached down while his suit began to tear and rip from the sheer force of the energy hitting him and suddenly cut off most of Scott's eye beams by having his hand cover the man's face and lifted him up.

"You know Scott… I'm getting really tired of those optic beams of yours." Peter hissed as he saw some of the ruby energy making through the small spaces in his fingers as the man tried to pry himself free.

Peter growled as he pulled his hand back, red and black cosmic flames blanketing it before he heard two distinct sounds that gave him pause.

SNIKT

SNIKT

"Drop him webs."

Peter looked over his shoulder to see Logan standing not too far away from him and Scott, his suit tattered and torn but otherwise the elder man looked fine thanks to a combination of his healing factor and stubbornness. Peter tossed Scott away as he turned fully towards the Wolverine.

"Really, you?" Peter nodded towards him, the fire around his arm beginning to expand and cover his body entirely, creating a dark and malevolent aura around him.

"Yeah… me" Logan said as he stood at the ready while trying to steady himself as Peter slowly approached him.

"You, a man whose only talent is healing, drinking and flinging his metal claws everywhere, thinks he can stop me?" Peter asked with a dark chuckle before he was suddenly in Logan's face, his lenses glowing in the dark atmosphere and illuminating the worry on the Mutant's face. "Stop a god?"

Logan sighed at this. "Great, there's that complex starting to show up–"

THRAAKK!

"GAAAAH!" Logan screamed in pain as it felt like his very being was set on fire as he was smacked away by Peter who watched the feral mutant skip across the ground for several dozen meters before coming to a stop at Peter's feet as he teleported in front of the slowing Mutant.

Logan looked up to see Peter glaring down at him before he was suddenly lifted in the air by an invisible force before being slammed into the ground before Peter slammed his foot down in this skull, forcing his head into the ground a bit

"Don't Worry Logan, when I'm done with Scott and his people I'll pay you and your school a visit next, maybe put Laura's healing factor to the test and see if it's really as good as yours!" Peter said before stepping of his head and turning to see Scott being helped up by his brother Havok.

Peter's lenses narrowed as he made to attack before his ankle was grabbed by Logan who spoke through a nearly dislocated jaw "W-We… ain't done… yet!"

Peter glanced down at the battered man with a chuckle as he reached down and grabbed him by the neck and lifted him into the air "Yes… we are."

He then turned and threw the lethal man towards the Summers brothers and watched with glee as the Wolverine collided with Scott. Even from here he could hear the man's bones break from being hit by his former teammate traveling at such a high velocity.

"Hehehehehehe…" Peter began to darkly chuckle as he began his approach only to stop as he sensed Carol coming at him fast and low.

He let out a displeased growl as he suddenly turned to smack the blonde bombshell away with a thunderous impact. The shockwave generated from his hit ruptured the ground around him and caused it to crack and split.

"Surprised you're against me in this Carol… I figured you of all people would be willing to help me against these things after what they did to us, to Wakanda… to Jess." Peter said as he floated towards Carol as she picked herself up.

Carol spat out a small amount of blood as she glanced up at Peter and felt heart skip a beat as she took in his appearance 'My god…'

His suit was now completely black and seemed to be swirling as if it was made of dark cosmic fire, the phoenix symbol now seeming to be made dark red crimson flames along with his lenses. He was surrounded by an aura of dark cosmic fire that took on a form that vaguely resembled the Phoenix itself and made his darkened suit colors even more pronounced in its demonic like glow.

It was clear to Carol and the few others who were seeing what she was… Peter was or already losing himself to the Dark Phoenix.

Suddenly he was in front of her and before she could move, Peter had pinned her to the ground by the throat. She let out a pained gasp as the flames he was generating started to burn her skin.

"P-Peter… s-stop!" she croaked out as she was lifted into the air and slammed into the ground with enough force to cause a small earthquake throughout all of Wakanda.

"…Never… not until they all pay, every last one of them." Peter or the Dark Phoenix hissed as he reared his other hand back and formed a fist, intent on ramming it through her skull and killing her before he was suddenly entrapped in several scarlet energy tendrils conjured by the Scarlet Witch who was flanked by Stark and T'Challa.

"Spider-man, stop, you're gonna kill her!" Stark said as he took aim at the man with his last working repulsor.

Spider-man growled in annoyance as he physically exerted himself and tore through the energy tendrils and blitzed them in a red and black blur and knocked them all away with a swipe of his arm, the energy flowing through it enough to put Stark's Arc Reactor to shame. Stark's armor cracked and dented as it was sent across the chard landscape while T'Challa had landed in a roll before he drew two Vibrainium daggers and threw them towards Peter only to watch as they seemed to breakdown into dust as they came within several feet of him.

The small cloud of Vibrainium hovered in front of Peter before it formed into several dozen small shards and were sent towards the monarch of Wakanda.

"…Dammit" T'Challa said before several of the shards embedded themselves into his body, landing in his Vibrainium weaved suit's seams and forcing him to his knees before he blasted back by a telekinetic shockwave fired from Peter.

Peter grunted at this before he was suddenly blasted in the back of the head by Carol. He stumbled forward in slight surprise before he blocked a Photon powered punch and head-butted Carol with enough force to break the energy absorbing woman's nose. Carol winced at the feeling before she was seized by the face by Peter.

She held back a pained whimper as his suit seemed to burn her skin as he held her close to her before he drove his knee into her gut, knocking both the wind and some blood out of her mouth before he spun around and slammed her into a small pile of rubble next to him, sending bits of debris into the air as Carol let out a pained moan.

Peter let out an inhuman growl as he raised his arms, ready to slam them down on to her prone form before they were blocked by a small force field of scarlet energy. Peter's lenses narrowed as he saw this and began to slam his fists into the shield, his impacts creating powerful shockwaves as Wanda struggled to keep her barrier up as Peter tried to tear into it until finally.

KWOOOOMMM!

His last punch completely destroyed the barrier before he held his hand out towards Wanda and mentally dragged her through the ground and into his grip before he took the struggling Mutant woman and slammed her into Carol, causing both women to let out pained groans.

Peter growled at the two beaten women at his feet and was about to incinerate them before he suddenly ducked under a kick from Nightcrawler 'BAMF'd behind him and tried to kick him only to have his three-pronged feet to meet empty air. The teleporting X-man landed in a crouch before he was grabbed by his tail and yanked around in a circle by Spider-man before he released the blue devil looking man towards the far end of the area and watched as Kurt teleported away.

Peter growled as he mentally scanned for him until he found him near Cyclops, Havok, Emma, Hope, Rachel and…

'Colossus' Peter grinned darkly as he suddenly appeared before the small group. "Hehehehe… going somewhere?"

"H-Holy shit…" Hope said with wide eyes towards Spider-man as she took in his appearance, he looked even worse than when she saw him not even five minutes ago!

"Spider-man…" Cyclops said, his visor having been retrieved, glared at the wall crawler before he shook his head. "Not looking too well."

"If you ask me, I'd say I've made this host better than ever." Spider-man said with a dark laugh as he held up his hand and examined it as red cosmic flames formed in his palm before he extinguished it by making a fist. "The amount of rage, regret, utter loathing for both himself and the universe in this one is… almost intoxicating."

"This host… this one…?" Emma said with a frown before her eyes widened before she assumed her diamond form. "Scott, he's–"

"I know." Scott said evenly as he stared at Spider-man's still form, the flaming aura having receded some before he suddenly let out a pained yell as he clutched his head.

"Scott!" Alex said as he caught his brother as he let out an agonized scream as Spider-man tore into his.

"Ahh… there she is." Spider-man said as he looked to the east where he could 'see' and 'feel' where the rest of the X-men and Atlantean forces were… along with Magik.

Her brother seemed to realize this and took a step forward, a dark glare etched on his face. "You stay away from her!"

Spider-man glanced at the approaching Juggernaut with dark amusement. "Oh, and you think you can stop me?"

He was now standing before Spider-man, glaring down at the wall crawler before suddenly he was sent flying back by a push from the corrupted wall crawler. "Good luck with that big boy… hehehehe…"

Cyclops and Havok both opened fire on the man's form with their optic blasts and watched as red and blue beams seem to stop mere feet from him before they were slowly formed into two red and blue orbs that began to grow, forcing the duo to cease their attack. They watched as the two orbs of energy orbit Spider-man for a moment before they suddenly condensed down from basketball sizes to something no bigger than a golf ball.

Spider-man stared at the duo before he chuckled and spoke in an icy tone that froze everyone present to the core, "My turn."

The two orbs suddenly flew towards the group but instead of hitting the Summers brothers like most thought, the red orb made of Scott's optic blast hit Emma and the blue scored a direct hit on Kurt before he could teleport away, sending the man flying back with the White Queen.

"KURT!" Rachel shouted in fear at seeing her friend slam into the ground followed by a powerful blue blast as the energy was released in a violent explosion.

She tried to rush towards him but Spider-man was suddenly in front of her with his head quirked to the side.

"Hmm… you used to have my power…" Spider-man said as he caught a punch from the woman before glancing at her fist. "But no longer…"

KRRAKK!

"AHHHH!" Rachel screamed as she felt the bones in her hand break as Peter proceeded to completely crush her hand in his grip before flicking his wrist and dislocating hers before he let her go with a slight push and watched as she fell to her knees holding her destroyed hand, tears falling down her face as she tried to use her telekinesis to hold her hand together.

Spider-man chuckled at the display she made and turned just as Colossus returned. The current avatar of Cyttorak arrived and slammed his metal fist into the possessed wall crawler's face, causing his head to snap to the side and nothing else. Spider-man slowly turned his head back towards the larger man before he suddenly seized him with a telekinetic grip and held him in the air as Cyclops and Havok blasted at the web head with their optic beams only to watch as the energy blasts didn't even seem to faze Spider-man anymore.

Spider-man's lenses turned towards the two Summers brothers before twin beams of cosmic fire shot from them and right at the ground before the two men, creating a powerful explosion that sent both of them flying back while Spider-man returned his gaze towards Colossus and quirked his head to the side.

"Your sister hurt me…"

Colossus didn't respond as he tried to break free of Spider-man's hold on him only to fail. Spider-man hummed in thought as he held the large man in the air. "I'm tempted to hurt you… to make you feel the same pain that Jessica felt as your bitch of a sister rammed her sword through her. I want to hear your sister scream out in horror as she watches while I tear you part before stitching you back together and condensing you down to a ball of blood and metal right before I take it and ram it down her throat and expand it until her neck is torn apart!"

He then had Colossus slammed into the ground before he slammed his foot down on the organic metal skinned man's head with enough force to cause it to crack slightly "But no, that'd be too easy to be honest, plus you've already died once and came back…"

Spider-man ran through possible scenarios on what to do with the brother of Magik before the dark seductive voice echoed in his mind again.

'I know what will hurt her… what will haunt her even in death…'

'Oh… and what would that be?' Peter questioned with a frown as he brushed off a telekinetic blast from Emma and returned the favor with an even more powerful attack of his own that caused her diamond skin to crack and dent, forcing her out of it or risk being killed should it shatter.

The voice chuckled as the flames around Peter grew in intensity 'Simple… have her brother hurt her and leave her to die knowing he'll never forgive himself.'

Not too far away near the lake, Most of the X-men had regrouped with Namor and his men along with Charles Xavier and Beast. The former staring at several of the X-men with a look of extreme anger and disappointment, most of which was directed at a now conscious Magik.

"Do you have any idea of what you've Magik?" Charles asked with an angered tone, it was rare for him to lose his composure to such a degree, but to see what his former students and team have done to cause Spider-man to lose control of himself, well none could blame him.

"Had I known that hurting his little girlfriend would cause him to lose control of the Phoenix so easily, I wouldn't have bothered." Magik said with a frown before she hissed in pain as Magma cauterized her wound.

"You shouldn't have bothered with doing that in the first place regardless Magik." Psylocke snapped at the younger woman as she struggled to maintain the psionic barrier around the group, she knew it wouldn't do much against Spider-man, but it may at the very least give them some time to get the hell out of here.

'Not that it'd matter… I doubt there's anywhere we can run that he can't follow us to…' Betsy thought as she glanced around at the devastation, all to help save her race. The last part caused her to snort in grim amusement. 'Save, if anything we just doomed all of Mutant kind… and any sympathy we had was crushed the moment Scott and Namor launched this attack on Wakanda and then Magik going and screwing the pooch into a blender with what she's done in regards to Spider-woman–"

"Nice to see there's still some in the X-men with a damn brain." Spider-man's dark voiced echoed around the group before suddenly Betsy let out a scream as her mind was blasted by a sort of telepathic grenade being set off in her mind, nearly rendering her unconscious before she was brushed to the side as Spider-man appeared out of nowhere before the group of Mutants and Atlanteans.

"Oh my stars and garters…" Beast said with horror as he and the rest took in Spider-man's form, now seemingly under the complete thrall of the Dark Phoenix.

"Spider-man… Peter, what's happened to you?" Xavier said in complete shock at the man's appearance. He tried to reach his mind but was completely blocked by what seemed to be a raging inferno of anger and hate

Spider-man's head quirked to the side "Xavier… you're a man of the world, you tell me."

The first leader of the X-men and its founder swallowed nervously as he took a few steps forward, his hands up to show he meant no harm, though at this point he doubts he could harm Spider-man in any shape or form. "Peter, I know what Scott's people had did to Spider-woman. I know you're angry, I don't blame you, but The Phoenix, it's changing you, altering your mindset, and you need to fight it before you go too far."

"Oh, and what do you think is too far human?" Spider-man growled, his voice not his own but seemingly is at the same time as he quirked his head to the side before he gestured to the darken city of Wakanda not too far away from the group. "From what I've seen, to beat Cyclops's X-men, I'll have to go just as far as they are willing… and maybe even farther."

It was then that another from appeared behind Spider-man, it was Colossus but he was now different from before. He was wearing a red and black version of his suit while the chest was now sporting a large burning symbol of the Phoenix. His eyes and mouth were also glowing and seemed to be filled with fire.

Magik's eyes widened in shock at the sight, "My god… Piotr!"

Spider-man chuckled as he leaned against the now enthralled Juggernaut. "I'm afraid poor Piotr can't hear you little Magik. He's too busy screaming in agony within his own mind to hear anything else but my voice…"

He then pushed off Colossus and pointed towards her with a sadistic grin under his mask. "And right now I'm saying… kill!"

And at that, Colossus charged the group with an inhuman roar all the while the Phoenix within watched with dark glee before it stopped as it slowly turned to see the Scarlet Witch standing not too far away, red mystical energy gathering around her form as she glared at the possessed Spider-man.

"Phoenix… let Spider-man go, now!" She said in a calm but powerful voice.

The Phoenix fully turned towards Wanda and narrowed his eyes at her. "Wanda… hmm if there's one person here that I've fought that I'm actually wary of, it's you."

He then sent a powerful cosmic blast towards her that she deflected with a shield before she responded with a beam of chaos energy that The Phoenix parried away with a flick of his hand… before he hissed in pain and looked to see that her attack had actually hurt him. His eyes narrowed as he glanced back at Wanda and sensed she was channeling a large amount of power now, more so then she had earlier which meant one of two things.

One, she's now no longer holding back or two she's somehow feeding off the chaos here, the pain and death and somehow channeling it into her to increase her power… or both.

The Phoenix growled at her as he sent a wave of cosmic fire towards the Witch who responded with a wave of scarlet energy and the two forces collided in a powerful explosion that blanketed the entire area in red light as they fought for dominance all the while, the enthralled Colossus battled with his comrades who were falling left and right to his new power as he made his way towards his terrified sister.

Scott let out a hiss of pain as he forced himself to his feet and looked around to see his brother, Emma, Rachel, Nightcrawler and Hope all on the ground and in various states of injury. Hope being the least harmed with Emma and Havok seeming to be in the worse conditions. He then felt a tremor run through the ground and looked around for its source before a large bright light followed by a thunderous boom from the nearby shoreline drew his attention.

Scott watched as he could make out the cosmic fire and scarlet energy seemingly fight each for other while not too far away, Atlantean energy rifles, lighting strikes and explosions lit up the sky. He made to stand up and call in to see what the hell was going on when suddenly.

SNIKT!

Scott paused as he felt three metal clawed tips press against his side.

"One move that I don't like Slim, and I swear to god I'll gut you here and now!" Wolverine growled at the man as he stood behind along with Captain America, Black Panther, Iron Man, Ms. Marvel, Quicksilver, Red Hulk, the Thing, the Human Torch and Mister Fantastic.

The one's whose faces weren't covered stared at the leader of the X-men with varying looks of anger, with Carol and the Fantastic Four's being the most potent.

Before Scott could say anything, Steve beat him to the punch by ramming his fist into the man's head, knocking several teeth loose and causing Summers to stumble to the ground. Steve glared at Scott as he pointed towards the nearby fighting.

"Is this what you wanted Scott? To have Spider-man lose control and destroy everything because the Phoenix didn't choose Hope? To have him hurt your people and possibly destroy the world because you weren't willing to just talk this out!?"

Scott spat out a small amount of blood before he glared at the leader of the Avengers "He would have lost control soon enough anyway with or without my help…"

"And you think Hope wouldn't have?" Steve demanded as Black Widow and Hawkeye appeared and began to restrain Emma and Havok's unconscious forms while Hope sat up and rubbed her head in pain.

"God… what hit me?"

"A god…" Widow said as she moved to secure Nightcrawler before all of their attention was drawn towards the power struggle between Spider-man and the Scarlet Witch.

Reed saw this and frowned "She won't be able to hold her own against him for long. Wanda's powerful, perhaps then all of us present combined but against the Phoenix…"

"She needs help!" Quicksilver said before he blitzed towards his sister and her adversary, leaving the rest behind to watch.

Stark glanced towards Steve with a worried look "What's the plan Cap?"

Steve stared around him at the devastation before his eyes found the fight of Spider-man and Wanda again and sighed "Honestly Tony, I have no idea what we can do now, short of calling in every Avenger we have on roster and the reserves and hope that it'll be enough"

"It won't be enough…" Scott said as he sat on the ground and glanced over to see the Phoenix flames starting to overpower the Scarlet energy "It's the Phoenix, nothing can stop it now…"

He then glared at the Avengers. "And it's all your fault!"

"You fucking little–" Carol tried to leap at the man but was stopped by the Thing who glared at the optic beamed man.

"Don't Carol, he's not worth it… not anymore."

Carol tried to break free of Ben's grip before she eventually stopped and let out a huff before her attention and the other's was drawn towards a powerful explosion by the lake that cased the ground to tremble.

"At this rate, the entire country's going to be in ruins" Stark said as he analyzed the date on his armor's HUD before looking at Steve. "I'll call in everyone we can. SHIELD, SWORD, and every person that is or was an Avenger…"

"Right…" Steve said as he looked around for his shield before spotting it half buried in the ground, He walked over and tore it from the charred ground before fitting it on to his arm and he glanced at the other Avengers "I won't lie, I'm not sure some of us will survive to see tomorrow with how things are going. If that's true then I just want to say… being an Avenger, fighting side by side with you people… they've been some of the greatest moments of my life and I'm honored to have known you all."

"Yeah, sure go ahead and remember happier times, we'll all be dead soon with how things are going–" Scott started only to be cut off as Logan slammed his fist into his head, cracking his skull and knocking the man out with a brutal punch.

"Slim, for once just shut the hell up" Logan growled before he glanced towards the distant form of Peter with a sad look as he was briefly reminded of Jean's fall to the Phoenix.

'Christ… I know that history has a fucked-up way of repeating itself, but this was thing I hoped to have never gone through again' Logan thought sadly as he watched his friend, really someone he's sometimes seen as the son that he never had lose himself to the cosmic entity, just like Jean had before his expression hardened and he glanced at Red Hulk.

"Ross!"

The former arch enemy of Hulk glanced at Logan along with a few others as the short man approached the red giant "What is it?"

Logan's response was to hold up three claws with a grim expression on his face. "Fast ball special, Hulk style, you up for it?"

Ross stared at the man for a moment before he nodded. "Yeah, I'm up for it."

"Logan, what are you doing?" Steve asked as he and the other Avengers watched the Red Hulk pick Logan up and get ready to throw him.

Logan was silent for a moment before he looked at Steve. "Something really heroic and really stupid at the same time…"

Red Hulk then threw the man towards the distant form of Spider-man who looked to be standing over the beaten form of Wanda and her brother. Logan unsheathed his other claws and held them out in front as he neared Spider-man's from at blurring speeds and for a moment it looked like he was about to hit him when he came to a jerking stop, the tips of his claws just half an inch from Spider-man's back.

"Hehehehe… you actually didn't think it'd be that easy, did you?" Spider-man hissed as he turned around to see Wolverine glaring at him. "Now what am I going to do with you I wonder…"

And done.

Next chapter… Death