Answers to reviewers' questions or statements:

MCRasengan: An X-man will die, won't say who though. Yeah Jessica is sleeping through all of the good parts.

treyalexander63917: Oh he'll have plenty to be guilty about when this is over.

Harbinger of Kaos: It's the Dark Phoenix, things get dark whenever it pops up plus Spider-man can be a dark and brutal character if pushed comes to shove. Back in Black and Grim Hunt are prime examples of what happens when Peter's dark side is unleashed, only difference is he's got the Phoenix backing him.

Rake1810: Who says he isn't? Besides if Jean Grey and Emma Frost, two of the most powerful telepaths on Earth can't resist it's manipulations after one was exposed to it for years, how can he when he's been exposed to it for like a week, most of which was him being in a coma?

Lustful-Angel96: It won't be Spidey that ends up dead, story would be a lot shorter if it was.

Marveldcfan: It's being a little possessive but more along the lines of it doesn't want to lose another host than any sort of lust for it's new avatar.

Corvokuro: Let's just say that his guilt complex and self-loathing will skyrocket after this.

DannyPhantom619: Fair enough.

Spawn Hades: There will be repercussions from this, maybe not prison per say for Peter but well… this incident, it's going to be like when Hal Jordan went all Parallax. It will haunt him for possibly the rest of his life and cause others to look at him in distrust or even fear. Even Carol and Jessica will be a little weary of him at first, not because they don't trust him but because they don't know if the next time Peter loses control, it'll be for good.

gunman: There'll be a happy ending, this story just has a rather dark beginning, sort of to motivate Peter to gain control of this power best he can because if he doesn't, next time could be worse than this, hard as that is to believe.

Ed: Uh what control? Peter isn't the one in the driver's seat anymore. And what do you mean Steve was able to accomplish something that Omega level beings couldn't, all he's been able to do is direct the Avengers and throw a shield at the Phoenix. Wanda and others have tried to fix what happened after the House of M, multiple times. Wanda can't because she's nowhere near as powerful as she was during that event which saw her at her absolute zenith in power and ability. She had to combine her power with Hope who was the White Phoenix of the Crown to begin to undo her 'No more Mutants' spell thing.

chimera629: They did have sympathy of others and people have tried to help and fix what happened to the Mutant population after the House of M, but Wanda's reality warping affects couldn't be undone by even Doctor Strange and that guy is capable of altering reality almost as much as she was at the time before his depowering and losing the title of Sorcerer Supreme. Plus, it's hard to feel any sympathy for or want to help a group of people with several members that are willing to go to serious extremes and willing to invade another country, kill innocent people and attack one of the Avengers members and nearly kill several others just so they can get something that might end up killing Hope like it dead her predecessor Jean and possibly the world with the weak excuse of 'she was supposed to have it'.

Dante 101: Yeah, this whole thing is going to be sticking with Peter for a while but he'll have to get over it if for nothing else because the Phoenix will feed on the self-loathing and anger and start this all over again, won't be easy but he'll have to if he wants to prevent another rampage like this.

Cosmicspiderking: I've toyed with something like that before in the past.

superspiderfan: That might be a little hard for her given that she and pretty much all of Scott's X-men are now on Peter's shit list.

Guest: Bobby and Angelica are at Logan's school. When Rachel left with Hope they tried to stop her but she incapacitated them along with several others. They sided with Logan and would have backed Peter if they were there.

Yeah… lot of you guys are probably gonna hate me after this chapter with whose dying though I'm sure several of you already know who it is.

Also be sure to check out some of my other stories like Gears of War: Onyx Spider and Bloodied Warrior of the web… yes I'm using a more popular story to get the word out about two others stories, I'm desperate.

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


Logan let out a growl as he watched Spider-man… the Dark Phoenix… stand in front of his suspended form, silently watching as Colossus tore through the X-men and the Atlanteans with a sort of brutality that Logan didn't know that the Russian could display…

'Or have implanted in him' Logan thought as he stared at the corrupted form of his friend.

"You seem… unhappy" Spider-man stated as he quirked his head to the side "I can sense it… I can hear it… your unhappy with my actions"

"Really? What gave it away Phoenix, the fact I just tried to impale you with my claws?" Logan asked with a scowl.

"Phoenix …" the cosmic being sounded as his head rocked side to side in amusement "What happened to webs?"

"Webs is reserved for a friend, a rather annoying one, and you're not him" Logan hissed before he was suddenly slammed into the ground with enough force to knock the wind out of him.

Spider-man stared down at Logan's form as he circled it "Hmm… you seem very unhappy with me Logan… so angry, it can't be just because I'm letting your friend here avenge poor Jessica"

"Letting, your lying to him and using him for whatever the hell it is you want!" Logan gritted out as he tried to push himself up only to be slammed back into the ground "You know she's still alive, you know she's going to make it!"

"Perhaps, but then again, when as anything ever gone my new host's way hmmm?" The Dark Phoenix questioned as it crouched down next to Logan and pressed a flame coated finger against the side of his head, enticing a groan of pain from the man as the cosmic flames burned his skin "You know, now I'm beginning to remember you little Logan… you were once attracted to my previous host… Jean"

Logan's eyes narrowed as he tried to break from the cosmic being's grip only for it to laugh as he stood up "Poor Logan… if only you knew…"

"Knew what?" Logan demanded as he felt the pressure keeping him down loosen.

"Knew… how much she didn't love you" the Dark Phoenix chuckled before suddenly it kicked Logan away with a thunderous boom.

Logan let out a silent scream of pain as it felt like his body was flattened while he soared through the air at blurring speeds before slamming into the ground, creating a long and deep trench before he came to a bloodied, painful, stop. The Dark Phoenix chuckled at this as it approached the smoking form of the Wolverine. Its lenses narrowed slightly as it saw the burns and scars on him beginning to rapidly heal.

"Hmm, can't have that now, can we?" The Dark Phoenix said as suddenly Logan felt his injuries stop healing entirely and the ones that still were, were going at a snail's pace compared to before.

"…Oh fan-fuckin-tastic" Logan groaned as he was blasted away again by another beam of cosmic energy, this one burning off the top portion of his suit and leaving a wide array of second and third degree burns across his torso, some of which exposed the Adamantium bones under his skin.

The Phoenix chuckled at this as it stood above Logan's prone form before it glanced over to see Colossus nearing the terrified form of his sister as he slammed Namor into the ground and stomped the king of Atlantis's head into the ground which caused a powerful tremor.

"You really need to work on your lying" Logan gritted out as he tried to pick himself up but found the muscles in his arms not responding.

The Phoenix's eyes narrowed at this before glancing back down at the feral mutant.

"Oh, and what makes you say that?"

Logan glanced up at the Dark Phoenix and smirked even though it was hard to do given part of his upper lip was burned off and it hurt his jaw for it to move "Well for one, you haven't killed anyone yet. After all, if you really are in full control, then Magik, Scott, and all of his X-men would be dead now, but they aren't. Which means… Peter's holding you back"

The Phoenix's eyes narrowed at this as it stared down at Logan's form with a silent glare which seemed to confirm Logan's theory and gave him a little hope that he can somehow reach through to Peter, the problem was getting past the Phoenix to do so.

Before he could think up of a possible way to achieve something like that, The Dark Phoenix suddenly turned to catch Mjolnir just before it could hit it's hosts body. The Phoenix's arm strained briefly to hold back the power of the hammer as it held it in place while Thor, who's armor was cracked and scorched, stood there with slight surprise on his face. He clearly wasn't expecting that!

"I'm getting really tired of this damned hammer of yours, Odinson" the Phoenix hissed as cracks began to appear on the enchanted weapon with bits of lightning and some sort of unknown cosmic energy started to pour from the damaged areas before it was suddenly sent flying back into the God of Thunder with a sonic boom that caused Logan's teeth to shake and sent the God of Thunder flying into the form of Colossus has he just reached for his sister.

KOOOMM!

The two powerhouses were sent flying into the lake with a massive explosion that send hundreds of gallons of water flying into the air. The Phoenix's eyes narrowed at this before glancing down at its hand and made a small sound of confusion.

"Heh see?" Logan chuckled weakly "He's holding you back still… or at least diverting some of your attacks"

It was then the air around Logan and the Phoenix grew heavy as the cosmic entity of life and rebirth turned towards Logan with a darker glare then before and began to slowly approach him. Logan felt himself lifted into the air again and brought in close towards the Phoenix's hidden but enraged face.

"Perhaps you are right in that he's holding me back in some form…" it hissed before the flames around it darkened even further and grew in intensity "So perhaps I should stop trying to manipulate this host… and just take over entirely. He'll thank me later"

Logan's eyes widened at this as the Phoenix blasted him back with a funnel of cosmic fire, enticing an agonizing scream from the Wolverine as he was sent flying through the air before he crashed into the ground. The Dark Phoenix began to approach the smoldering but alive form of Logan before the flames surrounding it's form lashed out and caught the circular shield of Captain America before it flung it to the other side to block a beam of energy fired from Iron Man's repulseors. The Phoenix stopped and looked around to see it was also surrounded by Red Hulk, the Thing, the Human Torch, Ms. Marvel, T'Challa, the Witch and Quicksilver.

"Spider-man… Peter… stand down" Rogers said as he stared at the burning form of his friend.

"Yeah, we get it buddy, some Mutant demon girl nearly offed your girlfriend and your pissed. Now quit with the temper tantrum!" Red Hulk said as he cracked his knuckles and glared at the cosmic being.

The Dark Phoenix didn't respond as it looked around itself before it began to chuckle darkly as the energy it it's arms began to build, much to the worry of the Avengers. The Phoenix raised its arms over its head and smirked darkly.

"Temper tantrum Ross? You haven't even begun to see me throwing a fit"

It then slammed its arms into the ground and the area was blanketed in a bright light.

Half a mile away by the Fantastic Four's car, which has since morphed into a sort of mini portable lab, Reed was moving with a level speed that one would think his powers were super speed rather than elasticity as he typed away on a small terminal that showed Jessica's vitals with one hand while he typed away on another that had was linked to an old weaponized satellite that Stark used against the Hulk back when he returned to earth after his banishment while Sue was busy treating the wound the spider themed woman received from Magik.

Not too far from them, Franklin and Valeria had just seen a bright light followed by a powerful explosion tear through the early morning sky. Franklin glanced back at his mom with worry.

"Will they be alright mom?"

Sue stopped in her work to look at what her children were seeing with a frown "I don't known honey… I just don't know anymore"

"Dammit…" Reed said suddenly as he stared at another monitor that he had monitoring SHIELD. What he saw was a little troubling "Maria is in bound with six Heli-Carriers and what looks like half of SHIELD"

"Is that bad?" Franklin asked as the ground shook again.

"It'll escalate things even more so then they already have" Valeria said as she monitored the distant battle between the Avengers and the Dark Phoenix. She than glanced back at her father "We need to stop him before they arrive or Spider-man will have a lot more deaths on his conscious"

"Hey, we don't know if he's killed anyone yet!" Franklin defended his hero.

"At this point, it's only a matter of time Franklin. Peter, he's lost complete control and as strong and as stubborn as he is, I don't see him overpowering the Cosmic entity of Life, Rebirth and Destruction… not on his own at least."

Before Sue could respond Jessica made a pained grown as her eyes fluttered open "Shit… the hell hit me?"

"A girl who's the ruler of a realm of demons with a big sword" Sue said as she placed a hand on Jessica's shoulder when she tried to get up "Hey stay down, you're in no shape to be moving and I can't risk you pulling the stiches"

Jessica nodded weakly before she and the others felt a tremor followed by a distant boom. She turned her head and just made out a massive explosion of cosmic fire in the distance by the lake. It was than she noticed the amount of destruction down there "Oh my god… what happened?"

"The short version?" Sue said as she let out an exhausted sigh "Magik wounded you to the point of near death… in front of Peter"

Jessica stared at the older woman for a moment before her eyes widened as her words clicked "She didn't…"

"She did, and Peter…" Sue trialed off as she tried to find the right words to describe what was going on "Well he reacted like every other time someone he cares about gets hurt. Only this time he has the backing of a cosmic being instead of his usual powers or Venom"

"Oh, that's just dandy" Jessica groaned as she tried to get up only for Sue to push her back down gently "Let me up!"

"Jessica, in your state you will die if you're not careful and if that happens this entire situation will only get worse" Sue said as she used a forcefield to keep Jessica restrained.

"Sue, I'm not going to sit on my ass while that damn chicken is using Peter to bring about another freakin apocalypse!" Jessica said as she tried to move "Come on, all I have to do is show I'm alive and he'll hopefully calm down"

"And if he doesn't?" Sue countered with a frown.

Jessica had no response to that as another explosion briefly illuminated the early morning sky. This time red cosmic flames were joined by Scarlet energy and what looked to be bolts of lightning from either Thor or Storm and Iron Man could be seen flying over the carnage firing what few missiles he had left and his repulseor beams into the fray.

"Got it!" Reed said as he typed in a few more keys on the monitor with the satellite's image on it.

"Got what?" Sue asked as she turned towards her husband before her eyes widened at what she saw "Is that-"

"Yes… it's the same weaponized satellite Stark used against the Hulk when he invaded the Earth with his Warbound and the armies of Sakaar" Reed said with a sigh as he glanced back at the battle "I've made a few adjustments to it with some of the data Tony has on the Phoenix. After Peter was brought to Wakanda, Tony flew back up there and added the parts of the armor he was going to use to fight the Phoenix and implemented them into the canon… just in case"

Sue, Jessica, Franklin and Valeria stared at Reed for a moment before Jessica's eyes narrowed "Did you have any hand in that? You and Stark have an unfortunate history of making these kinds of stupid decisions behind everyone's' backs"

"Honestly no, I only found out what Stark did when the X-men began their attack. He asked me to get it up and running in case the Phoenix somehow got out" Reed said as he glanced back at the monitor "I was hoping I wouldn't have to use this. For all I know, this could kill Peter rather than stop him"

"Then why are you starting the damn thing up in the first place?" Jessica asked with an unhappy expression.

"Because I won't be using it on Peter" Reed countered as he made a few more adjustments to the satellite's systems. "The reason I was taking so long was because I was modifying it. Giving it a new target to shoot. Several in fact. It may not do much but it could help tip the scales in our favor again. On the plus side, it'll drain the canon of most of it's energy so when I do blast Peter with it, it should render him unconscious"

Jessica didn't seem to like the fact that even Reed was uncertain of the outcome. Sue either based on her frown while Franklin looked beyond worried as he glanced back at the distant battle while Valeria made her way over to the monitor that Reed was using and checked his work. After a few seconds, she nodded.

"It'll work. The canon will collapse in on itself after the third firing, but it should neutralize Peter without possibly killing him"

Reed stared at her for a moment before he gave a nod as he typed in a few commands and activated his ear piece "Carol? Can you hear me?"

Carol let out a pained groan as she pushed herself up before she let out a pained cough. She glanced around her and saw Black Panther, his suit reduced to shreds lying a few feet away along with Black Widow who looked to have been ran over by a tank a few times and Hawkeye who's bow was snapped in two and a few arrows embedded in his legs. They looked like they were still alive but it was obvious they'd be sore for a while.

"Them and everyone else" Carol muttered before she heard Reed's voice in her com link

"Carol can you hear me?"

Carol let out a sigh as she responded "Yeah I can hear you Reed. How's Jessica, is she alright?"

"She's fine. She just regained conscious a few moments ago and has been brought up to speed with what's been going on" Reed stated.

"What's there to explain?" Carol said as she looked to see Peter… the Dark Phoenix… overpowering Thor, Iron Man, Red Hulk, a badly wounded Giant Man and a barley standing Namor at the same time "We're getting our asses kicked by the Dark Phoenix because Scott's X-men couldn't wait one fuckin week for Peter to settle and start to learn how to control that damn power so he could help their ungrateful asses and not having a goddamned breakdown like he is now!"

If she could see Reed on the other side, she would have noticed him flinch at the volume of her voice before he cleared his throat "Yes well, I may have something that can help us stop it without having to possibly kill Peter"

Carol's eyes narrowed at this, resisting the urge to tear into the man about having to possibly kill Peter to stop his rampage in the first place "What is it?"

"Is Ross with you?" Reed questioned just as the Red Hulk slammed into the ground next to her.

"He is now" Carol said dryly as she gestured for the Gamma irradiated man to wait and listen to what Reed had to say.

"Good, because this is going to require both of you and to be honest… it'll hurt" Reed warned the two energy absorbing beings

"Just get on with Richards" Ross grumbled as numerous scars across his chest started to heal, albeit at a slow pace. Either from his healing factor starting to run out of juice as it's being forced into overtime from his fight with the Dark Phoenix or perhaps the cosmic being's manipulations. Perhaps a bit of both.

"I'm going to use the same satellite that Tony used against the Hulk in his fight with Sentry only this time I'll be using it to empower both of you. Try to weaken the Dark Phoenix as best you can before I fire the rest at him"

"Will it kill him?" Carol asked with an edge in her voice.

"No, and I wouldn't be suggesting this if I wasn't certain it won't. To be on the safe side, I had Valeria double check my work" Reed said before he added in a lower voice "Peter's part of my family too, Carol. If there's a chance to save him without having to possibly blast him with the equivalent of a concentrated nuclear blast amplified by a thousand, please tell me"

Carol was silent for a moment as she did try to think up an alternative before she sighed in defeat "I can't… I really wish I could though"

"So, do I Carol… so do I" Reed replied before he was suddenly interrupted by a SHIELD cargo plane rushing overhead the battlefield, much to his and others confusion "What on earth…?"

It was then that Maria Hill's voice echoed through the Avengers commlink "Well, I guess this answered my question on wheatear Spider-man can keep the Phoenix Force in check… he couldn't. Big surprise there"

"Maria, what are you doing here?" Steve's voice sounded off through the net, filled with a mixture of exhaustion, anger and dread.

"Finishing this fight Rogers. Don't worry, I'm not dumb enough to just throw a bunch of agents at a being as powerful as the Phoenix" Maria said as if she were telling a child that their question was silly and shouldn't have been asked in the first place.

"What do you have in mind Hill?" Stark asked as he narrowly dodged a cosmic ball of fire "A really big hose to douse the Phoenix in before tossing it in a really big bird cage?"

"No… I'm going to smash this damn thing into the dirt" Hill said before she cut the line.

"What did she say?" Carol said with wide eyes while Ross looked up at the cargo plane approaching Spider-man with its rear hatch opening. He made out a distinct form inside and couldn't help but sigh

"You've gotta be kidding me…" Ross shook his head at what he was seeing.

"What is it Ross?" Rogers asked with growing anxiety.

"When she said she was going to smash the Phoenix… she wasn't joking. She's going to have it smashed" Ross aid as the figure fell from the back of the plane that pulled out of the area as fast as it could realistically go.

"Please tell me she didn't…" Steve said with dread.

"Afraid so Cap'n… she brought in the Hulk" Ross said as the now identified Hulk landed before the Dark Phoenix with a titanic boom. The ground shook under the force of the strongest one there is while the Dark Phoenix took several steps back, not in fear but more so in surprise that the original Omega level threat had arrived.

The Hulk glared at the Phoenix with green rage filled eyes before letting out a monstrous roar "HULK… SMASH!"

He then lunged at the cosmic entity of rebirth with both fists raised and brought them down on a psionic shield conjured up by the Phoenix.

KRAKOOOOM!

The force of the impact caused everyone to stumble before they quickly regained their footing. Carol gaped at the sight of the Hulk pounding away at the Phoenix's shield before he himself was blasted away by a funnel of pure cosmic fire.

Carol stated at this for several moments before she contacted the leader of the Fantastic Four "HIT US NOW REED!"

"Firing in three… two… one…"

Suddenly a beam of energy shot down from the sky and collided with Ross and Carol's forms, coating the entire area in a bright light as they absorbed the vast amounts of energy, their wounds healing and their powers levels replenishing before they began to grow and expand to far greater levels that they rarely experience.

The Hulk growled in rage as it pushed itself up out of the small crater he made when he was blasted away by Bug-man. The Hulk spat out a small glob of blood before the area it was in was illuminated by an eerie red light. The Hulk looked up to see the Dark Phoenix glaring down at him with narrowed lenses as a beam of light struck the ground not too far away from their position, neither seemed to really notice it as their attention was focused solely on the other. After several tense seconds, the Hulk growled at the corrupted form of his friend and let out a deep huff.

"HULK STRONGEST ONE THERE IS. HULK SMASH STUPID FIRE BIRD FOR HURTING BUG-MAN!" Hulk yelled before he brought his hands together in a powerful thunderclap that pushed the Phoenix back several dozen meters.

It tried to respond but the Hulk was already leaping towards it with a reared back fist that suddenly lashed out and collided with the avatar of rebirth. The force of the blow rivaled that of a nuclear bomb condensed into an area the size of city block, destroying everything in the immediate area. The Phoenix hissed in pain before it grabbed the next punch from the Hulk and stopped it dead in it's tracks.

The Hulks eyes widened slightly at this before they narrowed in anger and began to apply more strength. The Phoenix responded by blanketing it's other hand in fire and unleashed a powerful torrent into the Hulk's face, burning the skin and flesh in seconds and causing the Hulk to scream out in pain before the muscles and organs that allowed it to do so burned away, leaving a burned skull with only one eye left. The Hulk tried to respond with his own attack but the Phoenix blasted him away with a wave of pure psionic energy.

"Your strong…" the Dark Phoenix muttered as it rubbed the side of it's face that was hit "But I'm stronger"

The Hulk, who had risen back to his knees after being blasted back several dozen meters glared silently at the powerful being as if to say 'Hulk is stronger still and will smash stupid fire bird'.

The Phoenix seemed to either sense or hear this from the Hulk's mind as it raised a glowing hand towards the green giant "Let's see just how good that healing factor of yours works hmm?"

"Funny, I was thinking the same thing!" Carol said as she suddenly collided with the corrupted form of her friend and love and began to send a blurred fury of punches that created miniature shockwaves with each blow.

The reason for this was soon clear to the Dark Phoenix as it saw that Carol had transformed into Binary!

Her hair was now like some sort of cosmic energy flame that was also shrouding her body in some sort of aura. Her strength was now far beyond what is once was and the energy she was expelling into the Dark Phoenix was now beginning to hurt it, well technically it was hurting the host's body but the bottom line was that Carol was now capable of causing actual harm to it unlike earlier.

'But how…?' the Phoenix thought as Carol continued to send punch after punch into it's face when it suddenly remembered the beam of energy hitting the ground and the bright light that followed 'Oh… clever little animals-'

It's train of thought was cut off as Binary slammed her fist into the cosmic beings face again, this time filled with a combination of heat and light energy, that created a powerful concussive blast that shook the areas to it's foundations. The Phoenix winced at this before it grabbed Carol's hand and intended to crush it before she pulled it forward and before the Phoenix could blink, wrapped her legs around it's neck and secured her grip on its arm and wrestled it to the ground.

The Phoenix hissed as it made to break her hold on it when suddenly the Red Hulk and Green Hulk appeared and both slammed their fists into it's face. Carol gritted her teeth as she struggled to absorbed the vast amount of energy from both the Hulks' attacks and the Phoenix itself. As Ms. Marvel, the energy burned and scarred her but as Binary she was finding that while it was still causing some damage, it was also empowering her slightly more than before.

'Though I'm not sure it's because I'm more powerful now or because the Phoenix is too busy getting its face smashed in by two Hulks to notice' Carol thought and hoped that there would be no permanent damage to Peter.

The Phoenix gritted its teeth in rage as it felt the energy being slowly absorbed by both the Red Hulk and Binary as the original Hulk continued to slam his fists into it. At this point, the Phoenix wasn't sure it would be able to maintain control until suddenly the possessed form of Colossus appeared!

Carol saw him and paled as the possessed X-man grabbed the Red Hulk by the shoulders and tore him off the Dark Phoenix before sending a titanic punch that caused her teeth to rattle and send the Hulk's former nemesis flying through the air. The green Hulk saw this and paused in its unrelenting onslaught against the Phoenix, much to Carol's fear as she saw the corrupted Spider raise a glowing hand towards the green brute as his focus was now on Colossus.

"Hulk look out!" Carol shouted as she tried to absorb the energy from the Dark Phoenix only to fail and watch as both the Hulk and Colossus were engulfed in cosmic fire. The Hulk roared in rage as it's flesh burned and his healing factor went into overdrive from his increasing rage to try and fix the damage being inflicted on his body.

Colossus merely collapsed to the ground, parts of his metallic skin looked to be partially melted as he laid there as a smoking heap, alive. It was then that Carol lost her grip on the Dark Phoenix and it responded by driving it's elbow into her abdomen, the blow caused carol to scream out in pain as a combination of blood and cosmic energy erupted from her mouth before it was slammed shut by the Phoenix covering it with its hand and pulling her in close.

"When I'm done with you Carol… the pain… the feeling of violation at the hands of Marcus… will pale in comparison" the Phoenix hissed darkly as it began to absorb the energy from the human-Kree hybrid faster then she can replenish until her Binary form dissipated.

Carol's eyes widened at this before she could feel the burning presence of the Phoenix in her mind, ready to begin purging her memories, her feelings, everything that made her who she was before the unthinkable happened…

SNIKT!

Three Adamantium claws erupted from Peter's chest, causing him to unleash an inhuman, unearthly shriek that caused her eardrums to almost to burst from the sheer volume.

Logan who was standing right behind Peter's body didn't even try to cover his ears or even react to the noise, his ears were both already burned off from the Phoenix flames it blasted him with earlier and given that his healing factor had now stopped entirely, the old Mutant knew they wouldn't grow back, possibly ever.

'Well… assuming I don't die of blood loss from unsheathing my claws…' Logan thought as he felt volume of the Phoenix's cry on what was left of his burned scarred skin as it thrashed about for several seconds 'Christ kid I'm sorry… I tried to keep history repeating itself and by the looks of it, I failed…'

Finally, the Dark Phoenix stopped screaming before it pulled itself off Logan's claws, it hand going to the bleeding wound on its chest before it glared at Logan. The famed Wolverine returned the stare as he took in its injured form and smirked at what he saw a fight with both the Avengers and X-men looked like afterwards. The Dark Phoenix or more accurately Spider-man's lenses were severely damaged to the point they had fallen off to show the wall crawler's eyes glowing with crimson phoenix fire, numerous tears covered its legs, torso and arms along with the still bleeding wound on its chest. The cosmic being growled as it leaned in towards Logan with a snarl.

"You miss your precious Jean so much… fine… let me reunite with her" the Phoenix said in a low pained whisper as it raised its bloodied hand, cosmic flames pooling into it like a small cyclone before it slammed it against Logan's face.

There was no scream, no cries for mercy or even so much as a grunt as the fire consumed Logan's head before it grew to cover his entire body until a perfect shape of the man's body was formed by the intense flames for several long horrifying moments before it dissipated to show only his Adamantium skeleton standing completely still like a statute. The flames of the surrounding area and the Phoenix 's barely fiery visible aura reflected off the metal as they were burned completely clean of all traces of organic matter before it suddenly collapsed into a small pile of metal coated bones at the Phoenix's feet.

Carol and unknown to her, the rest of the Avengers and still standing X-men stared in complete horror at the scene before them when suddenly the near-earth shattering roar of the Hulk broke the stillness of the air as he landed in front of the malevolent cosmic being with a heavy thud the shook and cracked the ground. The Phoenix raised its head to see the Hulk's unparalleled rage directed at it and solely it.

"GRRR HULK SMASH FLAMING BIRD FOR HURTING BUG-MAN AND KILLING CLAW MAN!" Hulk roared as it lunged at the Phoenix and smacked it away with a powerful blow that sent ripples through the air.

The Phoenix didn't have the time to raise a shield to protect itself as it was sent flying through the air before the Red Hulk's fist slammed into it's chest. The force of the blow broke both several ribs in Peter's body that quickly began to heal as fast as possible and numerous bones in each o Ross's fingers. This didn't seem to dissuade the Red hulk as he sent another powerful punch into the Phoenix's form, knocking it back before the green Hulk landed behind it and slammed both hands on either side of it's head.

The Phoenix winced in pain before it unleashed a shockwave or cosmic fire and psionic energy that sent both Gamma irradiated powerhouses back. No sooner did it blasts the two Hulks away, Wanda was suddenly before it and unleashed a powerful blast of chaos magic that could level half a city condensed down into a small arc of lighting. The Phoenix was brought to one of it's knees before it barred it's teeth and pushed through and began to slowly approach Wanda as she put every ounce of remaining power she had into her attack while Stark came to a hover above her and primed his Uni-Bam and Ororo, who looked to be barley capable of staying conscious gathered a descent amount of lighting around her and unleashed the electrical energy at the corrupted form of Spider-man.

"R-Reed…" Carol said in a shaky voice as she stared at the skull of Logan, his empty eye sockets boring into her own "P-Please… Please tell me the canon is ready… Please!"

"It's firing now, tell the others to get back!" Reed said in a panicked tone as the sounds of rapid typing could be heard in the background.

Carol looked around and saw Quicksilver just picking himself back up, his hair was mostly scorched from a cosmic fire blast from Peter earlier in the fight "Silver!"

The son of Magento looked towards the blonde hero with a confused look, possibly from a concussion before he saw Carol point towards Wanda, Tony and Ororo.

"Get them out now!"

The Dark Phoenix growled as it was pushed back by the combined fire of Wanda's chaos magic which hurt it more than any other of the energy beams colliding with it, Starks Uni-Beam that was slowly starting to lose power to it, and several fledging lightning bolts from Ororo. The Phoenix prepared to unleash it's own attack which would completely decimate the trio before their attacks ceased as a silver blur raced by them and it sensed a large amount of energy directly above it, fast approaching.

The Phoenix narrowed it's eyes as it glanced up to see what it was sensing before it saw a beam of energy racing straight towards it.

"…I'll let them have this 'victory'… if only because killing them all now will leave me and this host bored later on… Plus, nothing like a little distrust to make things interesting for him" the Phoenix said in a tired tone as it watched the approaching energy beam before it struck its form and blanketed the entire area in a painfully bright light.


And done.

Next chapter, the aftermath…