Man of Steel, World of Marvels Chapter 7, a Buffy: The Vampire Slayer + Marvel Crossover fanfic

Man of Steel, World of Marvels.

Disclaimer: This is a work of diction, I do not own any of the characters that appear in this fan fiction, BTVS, Superman and Marvel are still own by their respective owners.

So here we are once more and coincidently enough it's October 31st, so given that this was a Halloween fic it is oddly appropriate but still before I forget... HAPPY FUCKING HALLOWEEN PEOPLE! (Insert Cryptkeeper laugh and lighting/thunder effect)

Anyway I am glad to see people still reading my works and liking it, though I again I would like to remind you my readers that unless I say so the fic is not dead so that means my Halo, KP and other stories are not dead, repeat not dead unless said otherwise (sniff poor Belmont story sniff).

Anyway this chapter concludes the Phalanx invasion, it takes a bit of cannon and I take some liberties with it when adding Xander's actions but overall I hope it is acceptable to you. Also please stop asking me questions about how he can hear in space and whatnot, I just base what he does from what I have read in the comics, TV shows and cartoons.

This is a Fanfiction based on a character with godlike powers and trying to apply logic here is futile. Be thankful I didn't use the golden age version that was OP as fuck or worse have him fire rainbows out of his fingers, wipe memories by kissing people or trap criminals by throwing giant cellophane "S"…I am hoping you will take this under consideration.

Anyway on with the show!

"Talking"

"Whisper"

*SOUND EFFECT*

*Thought*

Chapter 7:

On board the Shi'ar cruiser…

It had been near a week since the start of this cosmic journey and nothing had happened since the resident Kryptonian had brought the wounded sister of Lillandra on board the vessel for medical treatment and since then nothing much changed in her condition as she lay in the medical pod.

Both Xander and Bishop had taken turns keeping an eye on things while the others scoured the remains of the station for more survivors. It was their hope that since the computer failed to detect Deathbird it could have failed to detect other life signs, sadly hope was a double edged sword and in this case it was slowly making them realize that there was no one else but the dead that littered the halls.

Xander had already given up as he had not heard a single heartbeat since coming on board the station, but he didn't have the heart to tell the others to give up so he focused on his task. However he did get the impression there was something else on the station as he heard heavy footsteps but whenever he investigated they stopped, it was maddening to say the least still he made sure to warn the others to be careful.

His musings were interrupted by the patients increase heart rate, he moved in close just in case she became rowdy.

"Hey Doc, sleeping beauty is waking up." He says to the blue haired mutant who checks the instruments to confirm his claim while he approached the woman with Bishop on his left to provide back up.

"Indeed she is my alien comrade, from these readings she has healed rather well despite the condition you found her in. Most likely her alien physiology is superior to the average human's or else she would be as dead as a doornail if you will pardon the morbid vernacular."

"Hurray for her Hank, maybe now we can get some answers on what went down in this charnel house." The police officer from the future remarks grimly.

"Oh Bishop, we must really work on those bedside manners of yours." Beast gently chides as the man stands next to Superman.

*That and the stick lodged in his ass Doc.* Xander privately thinks before focusing on the woman as she lets out a groan. Her hand reaches out into the air and on instinct he takes it into his own.

"Ugh…the others…my people…what happened to my people." Deathbird weakly asks, she did not know who she was with or what their intentions were but the fact that she was still alive and in one piece stayed her need to inflict some violence…for the moment at least.

"There's no easy way to say this but you were the only survivor of this massacre." She heard a man say as she felt him help her sit up, finally she opened her eyes and saw it was a man in a blue suit with a symbol on the chest and red cape.

*A Strontian? No the pigmentation is all wrong as well as the hair.* She idly thinks as she takes in her surroundings and sees…

"X-men?" She spoke in surprise "By Sharra I did not expect to see the likes of you so far into the void, still you have my thanks for aid…and your honesty." She directs that last part towards the unknown man, having faced the team as well as gone over intelligence gatherings obtained she knew who was on the roster but this man was not one she recognized.

"Yeah well you may want to save your thanks after you answer some questions, like what the hell happened here? And why are you the only one who survived this slaughter?" Bishop kindly asks the woman who immediately glares at him for his insinuation.

"You dare accuse me!?" She shouts as she moves her hand to slap him as hard as he can or she would have if Xander not caught her arm.

"Easy, you are in no condition to go slapping people around…" he says to her before facing Bishop while ignoring the look of anger directed at him for stopping her "…and I get that the X-men and her have past issues but it is neither the time nor the place, besides I know she didn't do this."

All three occupants gave him questioning looks at that comment making the Kryptonian roll his eyes.

"Listen I have read a bit about her, and yes she is a fierce warrior who is not to be underestimated but do you really think she can take on so many numbers and win? And how was she hurt so badly? Why not have a contingency plan in place to make an escape if she is ever in this condition?" He asks them.

Deathbird stopped glaring at the man and now gave him a measuring look.

*No fool this one, not like the other idiot.* She thinks before a new voice chimes in.

"All good questions mon ami." Gambit chimed in as he and Joseph make their way in.

"Gambit? Joseph? You're late from getting back, I assumed you had found another survivor." Hank spoke as the two men were passing him.

"No such luck I'm afraid, just got a little turned around homme." The Cajun replies though there doesn't seem to be any disappointment as he says this.

*Odd.* Xander thinks as he knew Gambit was not callous to say something like that without a hint of disappointment nor is he so clueless as to get lost in unfamiliar territory without reporting in. He senses movement from the patient and he turns to face her, she seems tense at the presence of the two and while that would seem normal given their past history there is something else nagging him.

*To coin the phrase, my spidey sense is tingling.* He thinks as he glances at the two more carefully and then at the woman who catches his sight briefly and can tell he knows something is wrong as well.

It wasn't until he hears what Gambit says not to worry about Rogue after Bishop suggest getting in contact with her that his worries are confirm.

"…maybe we should ask the bird lady what she 'members eh?"

"She's a bit overstimulated and may not be in a condition to talk about it." Xander can tell Bishop knows as well that this was not Gambit.

"Yeah guys, the lady need her rest after all, besides you still haven't answered one very important question yourselves." Xander asks in jest as he steps in front of the two calmly and in a non-threatening way.

"What question is that?" The fake Joseph asks in confusion.

"Fake says what?"

"What?" Gambit replies.

"Exactly!" He happily replies before he slams into the two faster than they could react and them in turn slam into the walls.

"Good heavens! What in the world are you…!?" Hank doesn't get to finish as Deathbird makes her move as she manages to grab Bishops weapons and rains death on the two fakes.

"DIE! DIE YOU LIFELESS, SOULLESS SPACESCUM! IN THE NAME OF ALL WHO HAVE SUFFERED AT YOUR HANDS…DIE!"

"Bishop! Stop her before…she…she…saves our fat!?" Beast trails of in confusion as sees the two men with smoking holes in them slowly stand.

*KIKT!*

"Shi'ar witch!"

*KIKT!*

"It is you who shall cease to function!" The Joseph impersonator bellows in a voice more synthetic than organic as his and his partner's skins darkens and their left arms transforms into a cannon.

*KIKT!*

"So swears the Phalanx!"

Sadly both creatures meet their ends as Bishops and Superman fire beams of energy from their fists and eyes respectively.

"Tell it to someone who gives a damn rust bucket." Xander spat in derision.

"Well met warrior, I see at least someone here besides myself could see through their façade." Deathbird replies as she feels exhaustion once more creep in.

"Was pretty easy once that fake made that comment about Rogue, everyone here who knows Gambit would never believe he would discard her safety." He replied as he scanned the remains for any sign of life.

"True that Superman, no way in hell would Gambit abandon a teammate especially her." Bishop adds as he takes his guns back and holsters them.

"And on that note…" Superman says before dashing off in a burst of speed before returning with a woozy Trish "…can't give these bastards more hostages, now if you all excuse me I have to locate our comrades. Bishop watch the door and when we come back the password is Angelus." He said before dashing off again after the large man nods in understanding.

"By Sharra! What is he!? A Strontian offshoot?" Deathbird exclaims in surprise after finally getting over her shock.

"Kryptonian actually but that is neither here nor there my dear, now let me take a look at you and see how you are doing."

"Ugh what is going on?! And why are there a pair of destroyed robots here!?" The reporter shouts.

"We found out what killed everyone, now we are going to kill them back." Bishop casually says while keeping watch.

"Details…now." Trish demands as she feels things just took another turn for the group and not of the good.

Meanwhile with Xander…

Superman was heading towards the sound of a heartbeat near him as he began his search for the missing X-men. Just around a corner he spotted Rogue as she was about to make the turn so he called out to her as soon as he stopped.

"Rogue!"

"Jesus! Give a girl a heart attack why don't ya."

"No time for that, we got trouble, apparently we got some shapeshifting robots called the Phalanx aboard this station and they may have captured Gambit and Joseph." The hero says to her in utmost seriousness.

"Damn it all, can you find them?" Rogue asks hopeful that the man's powers could aid her comrades.

Xander closed his eyes and focused his hearing once more, it was faint but he could hear the two men's slow but steady heartbeats as well as voices around them...artificial voices.

*KIKT!*

"…their defeat of the expedition on Sol III was only a setback. We have learned from that experience. It is surprising to see them here so far from Earth, but it only means more organic mass to source our young." He could practically imagine them salivating at the prospect of conquering Earth and turning it into an all you can eat buffet.

*Not on my watch assholes!*

Without a word he pulled Rogue by the waist to have her close much to her surprise.

"Hang on."

"Wha…!?"

*WHOOSH!*

Soon they found themselves standing below the area where the techno organic aliens and their captives were located. Rogue was about to deck him when he silently requested she keep quiet before pointing up towards a vent shaft from which voices could be heard.

*KIKT!*

"We already cut a swath through the carbon-based center of the Shi-ar Empire. It is only a matter of time before the universe becomes ours to consume."

*KIKT!*

"After a 100 thousand lifecycles, the Phalanx are within reach of our manifest destiny. What difference can a podful of X-men make?"

Both heroes heard that last part and look at one another with utmost seriousness before Xander spoke.

"Contact Dr. McCoy, I think he and Bishop should be notified of our new friends."

Rogue was of the same thought and did so quickly while her ally kept an ear out in case the Phalanx noticed their presence. Once done however he turned to look at her with a faint smirk on his face that spoke of impending chaos.

"With that done I do believe they taunted Murphy just a moment ago."

"Well then it is our duty to make his will be felt eh sugah?" She replied before ripping off a piece of wall as a makeshift weapon though not before speaking as she readied to throw it.

*WHAM!*

"Oralis!" Both heroes heard someone shout as a gaping hole was left in the wake of the makeshift projectile.

"Surprise!" Xander shouted as both he and Rogue launched themselves through the makeshift entrance and spotted the techno organic aliens in a lose formation with their arms in the shapes of melee weapons and cannons.

"Y'all sure don't look lahke any Phalanx I've ever seen back on earth…still ugly as sin though." The woman says as she ducks under a slash and delivers an uppercut to her opponent while Superman grabs the alien by the arm as he soars and throws him into another.

*KIKT!*

"What you faced before was our foreguardians, now you face the Phalanx in our purest form." The alien responds arrogantly.

Rogue filed that tidbit of info before resuming her fight as she ducked under an energy blast and uppercuts the alien in front of her and then delivering a roundhouse to the one at her back. Meanwhile the others not engaged with her companion hanged back and waited for a chance to strike though they keep watch of the other hero.

Due to the collective consciousness the Phalanx share they knew who and what they face in the mutant hero, however her ally is unknown to them and this is costing them as he easily overpowers them…case in point he is being hit by energy beams from two of them on his back while holding another by the neck with ease.

"Not to nag but that is starting to annoy me." Superman speaks before he incinerates the alien's head with his heat vision before facing the two who are still firing.

*KIKT!*

"What are you?! You are neither mutant nor terran!"

"Nunya" Xander replies with a smirk as he delivers a flying quick to the one on the left.

*KIKT!*

"Nunya?"The alien can't help but ask despite being in a life or death battle and does not know he is being set up.

"Nunya business asshole." And with that response Xander back hands him into a wall hard enough it shatters both it and the wall.

*Guess they don't make Phalanx like they use to.* He thinks before sparing a glance at his partner in crime. She was doing well at first before she was dogpiled by the aliens…worse yet she was being infected by their transmode virus, essentially being remade into one of the Phalanx, he also can't help but hear what they say.

*KIKT!*

"Your bio-electric thought patterns are being incorporated into the Phalanx…the immersion is fascinating, as your former existence ends, you grasp onto emotional connections with obstinate strength. Speak Phalanx Rogue; express your last organic memory."

*Ok that is enough!* He furiously thinks as he hears her profess love for Gambit at the alien's command. He was about to engage them when they were caught off guard by a freed Gambit.

From the looks of things Gambit was getting ready to set off a big explosion using the Phalanx itself given its inorganic nature, this also seem to regress Rogue's transformation as the virus retreats into the aliens body. Xander knew it would be quite large given what he knew of the man's powers so just as the Cajun finished charging up his foe he placed himself between him and the southern belle who was looking much better now.

*KABLAM!*

*Pop goes the asshole, thank god he was a robot or it would be a nightmare to get blood and guts out of my hair.* He morbidly thinks as he gives Rogue a quick X-ray look to see if the virus is all gone and was thankful it is.

"Everyone ok?" He asks them though he focuses on Rogue.

"Well homme could have done with a few more minutes of sleep but those damn Phalanx wouldn't abide." The Cajun replies before he focuses on Rogue himself regardless of the look he gets from Joseph.

"You doing ok chere?"

"…"

"Rogue? Are you all right?" Joseph asks with growing concern.

"…Ah saw it, ah saw what they did." She whispers with a look of horror on her face.

"What did you see miss?" Xander gently asks her.

"When I ah was linked to the Phalanx, ah saw what they did to… to Chandilar, the Shi'ar home world. The forces they've gathered, the countless civilizations they conquered…" She had to pause as her mind went over the horrible images in her head as tears started to gather in her eyes as she moved out of Remy's arms.

"Ah know what they intend to do to the Shi'ar…Ah'n god help us all I know what they intend to do Earth."

The three men were silent as they could tell she had gone through something traumatic before Xander decided to break it as he placed a comforting hand on her shoulder that got her attention.

"I don't know what you saw or just went through, but I will say this and know I mean it when I say they haven't won yet and I swear they will not if we have anything to say about it." He says with as much determination and confidence he can muster.

The three mutant heroes can't help but believe in what this man is saying, as if his confidence and belief that they will see this challenge through no matter what obstacles laid before them.

Xander for his part sent a silent prayer that he wasn't about to be made a liar.

*No time for moping and doubting, we got an alien Empire to save and a bunch of psycho robots to crush.* The Kryptonian hero thinks as he leads the others away from their recent battle ground and head back to the others. They would need Beasts keen intellect, as well Bishop's and Deathbird's tactical acumen to come up with a way to save the Shi'ar.

Later on the ships medical bay…

Superman and the his group had finished explaining to the others what they found as well as the Phalanx plan to conquer the Shi'ar and then move onto other civilizations…starting with Earth. Needless to say Deathbird was not in the most pleasant of moods upon hearing what was happening to her people.

"How dare they! I will tear their heads off one by one! Drown them in a sea of blood!" The sister of Lillandra ranted in fury from the bed she was placed in, not that it helped stop her rage from showing.

"Feisty little minx isn't she?" Trish muttered into her lover's hear.

"Quite so I'm afraid." Hank can't help but reply, normally he would have tried to calm his patient down but having dealt with the likes of Wolverine in one of his less than stellar moods had taught him to let woman vent.

"Well that is all well and good isn't ma'am but how about we come up with plan that will get us close enough to do that?" Superman points out; he too had experience with irate women however the need to move things along took priority in this case. Every minute they dawdled was more time for the Phalanx to finish off the Shi'ar and then move onto their next victims.

Deathbird paused to look at the man, the Kryptonian as Beast referred to, and normally she would verbally and physically tear apart anyone who would speak to her with such casualness but this one was an unknown quantity and she supposes he had earned enough of her respect with his earlier actions for her to give him some leeway.

"Very well Superman, I will concede that some strategy is needed before we venture forth to exact justice on the Phalanx filth. But make no mistake, all of you; they will suffer at my hands." She ends with dark intent that the X-men were very familiar with though Xander just let it roll of him having experienced such things in his life.

"Right then so let's look at what information we do have and plan accordingly." Superman says as he looks at the group who agreed with him easily enough.

"Now we know they have control of the Shi'ar homeworld…" Superman began.

"Chandilar." Deathbird chimes in as she emphasizes the name.

"Right Chandilar, so first off does it have any planetary defenses the Phalanx would use against us?" He asks the woman on the bed.

"If they have indeed made landfall then I would say no or not enough to cause worry as anything that could successfully take over the throne world would not do so without paying a heavy cost."

"Well that's good and bad, good in that we won't have to deal with that but bad in the sense that the Phalanx could have ships patrolling to balance it out." Bishop adds grimly, seeing no sense to sugarcoat things.

"And even if we make it past any supposed blockade, what do we do once on the ground?" Joseph asks the group as his mind tries to see beyond the first step.

"Man has a point, it's us versus who knows how many of them." Trish comments with worry, she was a reporter not a soldier or superhero so her feelings were not unjustified.

"…I have a means of infiltrating the palace undetected if we can make it on the ground." Deathbird reluctantly says, this earned her looks of curiosity and slight mistrust she did not quite care for if her scowl was anything to go by.

"Ok, now we just need to figure out a way to get to said ground so…any thoughts?" Superman asks openly to the group before Beast reluctantly raises his hand.

"Yes well I believe I have a way to get us on the ground…but you're not going to like it." The scientist honestly says as he can already feel the shouts building…except for Superman who looks curious more than anything.

"Does this plan infer doing something insane and suicidal that has a snowball's chance in Hell of succeeding?" The powerfully built man asks with a raised eye brow.

Hank just raises his hand and separates his fingers just a bit in answer to his question.

"I see, well I can't speak for anyone else but in my experience those plans have the best odds of succeeding oddly enough so let's hear it Doctor." Superman comments before focusing on McCoy while ignoring the looks of incredulity being sent his way.

*Not my fault we had to think on our feet back in Sunnyhell when Plan A went kaput.* He privately thinks.

"Well…he's not wrong per say." Hank mutters before addressing the group "So how many of you are familiar with the Trojan Horse strategy?"

That made everyone but Superman and Deathbrid groan as they could now see where he was going with that line of thinking.

"What do horses have to do with taking back the homeworld?" Deathbird asked the Kryptonian who looked away and bit his lip in order to stifle a laugh.

*Well nothing saves the day like a crazy ass plan, reminds me of Sunnyhell actually. Speaking of crazy, I hope Giles is keeping watch on that maniac, I need to wrap this up and get back before things get out of hand.*

Back on Earth, inside the Fortress…

*Things are getting out of hand* the AI thinks as he watches, with Krypto at his side, the video feed of Bastion arriving at his base to inspect their latest prisoner.

One Jubilation Lee, someone who was affiliated to the X-men and the young group of mutants from the Massachusetts Academy run by one Emma Frost AKA White Queen and Sean Cassidy AKA Banshee.

Clearly the cyborg was intent on running who knows what kind of experiments on the poor girl so he made it a priority to have a tracer program run once he was air born. It could also lead them towards the location of Charles Xavier given how he was off the grid.

Xander and he had to give the abomination credit, the safeguards on their networks were well thought out and compartmentalized meaning they couldn't stop the rise of the Omega Sentinels or locate the errant founder of the X-men despite their advanced tech.

*We do however have countermeasures ready for the Sentinels should the need arise.* He thinks as he made sure said countermeasures were ready to go should the word be given.

Krypto let out a small whine at the sight of the girl in the pod, earning a pat on his head from the machine.

"I know Krypto, I nor Xander enjoy having to wait while people are in danger but sadly we must let them make the first move or run the risk of coming off as the villains in this sad tale." The robot says to the alien canine who in some way understands what it speaks of.

Still he hoped Xander returned soon, because this was definitely a job for Superman.

Later, on board the Shi'ar vessel…

Xander was seriously considering taking back his words about the feasibility in Beast's plan to get them, or most of them, on the ground to take on the Phalanx and save the Shi'ar from death by robotic psychos.

Now the reason for this didn't have nothing to do with the details as Hank explained them, in fact it was a fairly simple plan. Reinforce a lifepod, weld metal plates to be moved by Joseph's magnetic powers, then let the Phalanx blow the ship up and make it ground side to a teleporter Deathbird knew about.

Nor was the fact that he volunteered to stay in space and cause a distraction to pull forces away from the planet…which caused many arguments for his safety and sanity from all of the team but the sole Shi'ar among them who simply commended him for his courage and warrior prowess as he died honorable death in defense of her people.

No, the cause for his doubt was the goddamned racket Deathbird was making as he carried her to said lifepod as she was still not 100%. Naturally the proud woman took offense to this and made it known with multiple threats from having him skinned alive, taking his head and mounting it on the wall and, her personal favorite given the multiple times she repeated herself, have his manhood ripped off and make him eat it before she disemboweled him.

Now given the life he has lived, the trials he has endured and some of the beings he has dealt with before and after he was empowered he could say he was a pretty patient man…but even he had limits.

"That's it!" He shouted just as he entered the hanger where the X-men were modifying the pod who stopped all work at his shout just as he dropped the woman on her ass none too gently.

"Ugh! You miserable, son of a whore! I'll…!"

"Shut! Up!" Xander shouts back before Deathbird can pick up steam causing her to glare at his audacity and the others gape at the sight, for the most part they felt the man was rather easy going like Iceman, clearly he also knew when to get serious.

"Now you listen your majesty and listen well, I get that you got this whole "warrior's pride" bullshit going on but let me tell you that right now that means jack and shit, and jack just left town. You are in no, repeat no position to bitch and moan because right here & now you need to understand that there is more at stake here then that fucking pride, your people's lives are on the line and if they fall who knows who will be next." He pauses as he stares the woman down as she looks at him with murder in her eyes, the X-men were quietly watching the dressing down in surprise, not even speaking as Beast and Trish arrived who didn't know what was going on but watched regardless.

"Now you have two options in front of you: option A) You let me carry you, sit you down in that pod and make sure you are nice and snug or option B) You keep throwing a tantrum which will be then proceeded by me putting you over my knee and spanking your ass like an unruly 5 year old and then sit your sore ass down." He glared with a hint of red in his eyes for added effect at the alien woman who remained defiant while the X-men silently watched the clashing of wills.

However in the end the Man of Steel prevailed as she turned her head away with a look of irritation as she held out her hands towards him. He nodded in satisfaction before picking her up and heading inside with her before he set her down gently and buckled her up.

He made his way out though he clearly heard her mutter "May the Oversoul consume you." But let her get that jab in if it help her wounded pride, right now they had bigger fish to fry as he look at the team of mutants and reporter about to take port in the more risky part of this gamble.

"So, ready to take a ride on the elevator to hell?" He couldn't help but grimly say with a smirk.

"Only if you're ready to get blown to smithereens and then take on an army of killer robots sugah." Rogue replies with the same tone though hers held a hint of worry in it.

"Well we are about to find out aren't we? But good luck down there and watch your six everyone." Xander ends in utmost seriousness.

"Back at you big guy, try not to have too much fun." Trish comments at the hero with a lighter voice despite being nervous about what is going to happen in a few moments.

"No promises miss Tilby, now get going, I expect our hosts will be making their presence felt very soon."

They all agreed with the man as one by one they entered the life pod until only he was left outside.

"If we make it through this first rounds on me." Xander quipped one last time before closing the pod up.

"Godspeed Superman." Hank says to no one in particular but the others understand the sentiment behind his words except for Deathbird who scoffed feeling some resentment towards his treatment of her, though a small part of her envied him for getting to fight the Phalanx first.

Xander quickly left them and headed to the ships command deck to make sure they were right on course. Using his telescopic vision he could see the Phalanx cruiser in exact detail before shifting to X-ray.

"Lot of Phalanx in there, wonder how many are planetside?" He idly says to no one in particular before addressing the ships computer.

"Computer, is the life pod secure?"

-Life pod structural integrity is above the norm.—

"Good, shut off engines and ignore all external attempts to communicate." He says before he alters his suit to be able to be concealed before putting on a space suit. This would be necessary for the next order.

"Computer, is my suit fully functional?"

-Suit integrity is 100%.—

"Shut off all life support systems." He orders.

He could hear something powering down and he scanned the pod for any sign of trouble but found his allies alive and well.

*Well now it's a waiting game.* Xander privately thinks as he dashes to the mess hall, it would do well enough once the fireworks started as an evac point for his part in this crazy gambit Beast had cooked up.

In the distance the imposing warship slowly came into view and grew larger as the distance between the two ships became less and less. Xander could hear as it powered up its primary weapon and a crimson light appeared on the ships bow.

"Well…this is going to suck." Xander said before the ship was struck by angry red photons and promptly exploded around him. Having experienced an explosion before when they dealt with Wilkins he felt pretty calm, though seeing how the vacuum of space affected it was a somewhat surreal moment, same as when the explosion shredded his spacesuit.

He spared a moment to look for the lifepod and as soon as he found it he saw that its occupants while a bit rattled were all alive and well, so much so that Deathbird threw a curse or two though he came to the conclusion that it was the woman's standard mood.

*God help whoever has the balls to ask her out or get intimate with that one.* He wryly thought before he focus on using his flight ability to get close to the Phalanx vessel for his part of the plan.

Back in the lifepod…

The X-men were bracing themselves for reentry into the planet's atmosphere towards the coordinates their Shi'ar ally provided for them. The plan itself was simple but execution of it was dependent on Joseph's abilities to make sure they didn't die from either catastrophic atmospheric reentry or getting struck by debri from their recently blown up ship.

Said remnants worked well to hide their small vehicle though so there were no worries of the alien invaders detecting them. Of course that's where their other alien ally came in, if he had survived as he said he would.

"You think he's ok?" Trish nervously asks as she bites her lip, a habit she had developed as a child and never quite got rid of.

"From what I have heard on the news and what I have seen of his abilities I do believe that our comrade is alive and well love." Hank says to his girlfriend with certainty to alleviate her worry.

"Ah agree with him Trish, the man took a lot of fire when we tussled with the Phalanx, ah may not know how strong he is but ah got a gut feeling he made it. Now let's focus on our part of the mission because we are nearing the coordinates Deathbird gave us." The Southern belle comments as she sees the facility the woman spoke of, a supposedly "abandoned" mining facility.

The doors automatically opened upon approach making the heroes wonder if the woman had some sort of hidden transmitter on her. Honestly that unnerved the southern woman, once more she wondered if this was a smart move and chose to voice her opinion.

"Ah got t'be honest folks, Ah'm getting all kinds of bad vibes here, I mean she told us to our face this use to be a safe house for when she was all in on taking over the empire from Lillandra…how do we know we aren't about to meet the devil we know and not the one we don't." She grimly states regardless of whether not the other woman hears on not, though if anything it amuses her given the smirk she wears as she steps onto the teleportation pad followed by the others.

"You don't terrans, but let's find out shall we?" She replies as the pad hums with power.

"What's dat ole sayin'? Damned if we do…" Gambit didn't get to finish before they disappeared in a flash.

Meanwhile in space…

The Phalanx were about to get a rather nasty surprise as they brought in an "object" from the wreckage.

*KIKT!*

"This organic is well preserved despite the destruction of the vessel and being exposed to the void." One of the aliens spoke as he helped drag Xander by his left arm while one of his compatriots did the same on the opposite end.

*KIKT!*

"True, it shall provide much needed organic matter for the Phalanx." Its fellow alien replied as they continued their task. However they were suddenly stopped as the body refused to move any further.

*KIKT!*

"Something is not right." The one on the left comments as he and his companion try to exert more force as they pulled.

"No shit Sherlock." Their supposed corpse responds with a sardonic tone as he immediately hurls both aliens away with earth shattering force at the far wall where their bodies shatter on impact.

"Hmm I know I should feel bad I did that but they are warmongering assholes." Xander says to no one in particular as he rips off the ruin suit and lets his cape unfurl itself.

As he does this the door on the other end opens and one of the aliens walks in only to stop in shock at the sight of an intruder and the two mangled bodies on the other end.

*KIKT!*

"INTRUDER!" It cries out and transmits a message to the collective before shifting its arms into makeshift scythes.

"Well I got their attention now." Superman quips before facing his knew opponent while his earing tells him more are on the way, so with that he cracks his knuckles and rushes into the fray.

The first one to reach him got its head torn off by an uppercut followed by the second one was knocked back by a back spin kick to the chest. One of the aliens managed to reach him but its makeshift weapon didn't even managed to draw blood, for its trouble Xander grabbed the weapon and tore it off and rammed it into another alien about to backstab him.

He soon spotted another alien leaping up to impale him only to be met in the air and grabbed at the throat, it's shock was short lived as it was immediately slammed into the ground with tremendous force.

*KIKT!*

"Call for more reinforcements!" One of the few remaining Phalanx shouted before engaging the Kryptonian.

*That's right, keep bringing them in, keep following the plan.* Xander thinks as he fights, so far everything was going according to his plan of getting more attention focused on him, he would need to up the ante soon to get more Phalanx in space than on the ground to boost the ground team's chances.

*In the meantime…*

"So much for the vaunted Phalanx, you guys are seriously not worth the hype." He taunts as he fires off two crimson beams at the aliens who were cut into pieces while more rushed to stop him.

With Rogue's team…

"Seems like our friend is making quite the ruckus up there is what I am hearing is right." Gambit informed as he hears the aliens order for more ships to offer aid to the haggard vessels in orbit.

It helped ease them a bit but not by much given that things were showing to be even more dire than the X-men first thought, after securing weapons and armor for Deathbird the heroes and Shi'ar warrior stealthily made their way to the throne room where much to their disgust was filled with the dead or dying, the Phalanx and one very much alive Lillandra who remained defiant despite obvious signs of torture.

Despite her animosity, Deathbird feels pride for her sister at the sight of still showing defiance despite being bloody and beaten. The X-men did not share in this as they were more focused on how they were going to pull off this suicidal plan of theirs.

It was during this that Bishop had raised a good point, why hadn't the Phalanx simply razed everything in sight. It was Deathbird who came to the chilling conclusion that Lillandra would only surrender if something truly dire demanded it, in this case the death threat of a whole generations worth of unborn Shi'ar children.

The mutants turned to Rogue for a decision as she was made the leader of this little expedition, thus she chose to spare Bishop to help Deathbird save the children while they fought the Phalanx in order to enact Henry's plan.

*So here we are, five of us VS a legion of them…them be piss poor odds no matter how we see it.* The Cajun thinks as he looks into the room while ignoring the body in the way, after that he went back to the group while Joseph took over…he would later ask himself why he did something so monumentally stupid as they would be fighting for their lives in a few moments.

"So run this by me again blue, how do you plan to beat the nasty aliens and how sure are you it will work?" Trish asked her boyfriend while the others minus Joseph, who was reliving the worst memories of Magneto's past, were listening in.

"Oh my dear Trish ye of little faith, the device I have built is akin to cerebro in that it will scan for the frequency that will enable us to separate the techno from the organic. When we find it we will have the means disable the Phalanx's remote bodies and thus secure our victory." The blue furred scientist speaks with as much confidence as he can project.

"Cool, so how much longer McCoy?" Gambit asks.

"Five minutes, three if I cross my fingers my Cajun friend. We just need to maintain a low profile and all will end well without raising a fist…" Hank explained before

*BOOM!*

"ENOUGH! I cannot abide this senseless slaughter and conflict a moment longer!" Joseph cried out as he burst from the floor at full power and in a blinding rage.

"…or we could wait for Joseph to snap, whatever happens first." He ends dismally as he cursed their luck.

"Merde." Gambit says what they were all thinking before he grabbed some debris and charged it.

"Just once, once ah wish things went our way."

*Ah swear am going to kill him, if we survive this Ah am going to slowly kill him and no one will fault me for it.* She thinks as she launches herself into the fray as she uppercuts a Phalanx.

"Chere, I hate to break it to you but when has dat ever been in the cards when it comes to us?" Gambit refutes as he charges some rubble and hurls the makeshift bomb at the aliens.

In the background she hears metal being torn and concludes Joseph is hard at work.

"Just shut up and keep them off Hank while he does his thing, and someone grab Lilandra!" The southern belle rebukes.

Joseph for his part ripped the floor to make a makeshift path towards the Empress, Trish being the closest ran towards her and slung her arm over her shoulder and made her way towards Hank.

"W-who are you?" Lilandra weakly asks as her savior got her out of harm's way and close to Joseph.

"Well your highness I'm Trish Tilby and I'm with the cavalry your buddy Gladiator sent to save you all." The reporter replied as she left her leaning on a wall.

"Joseph, keep an eye on her, I'm going with Hank to help." She shouts over the mayhem. Joseph for his part moves to guard the Empress as he rips the metal he had used to shield them and then uses it to tear apart the Phalanx or shield them from the energy blasts sent their way.

"Hank! Whatever you're going to do, do it NOW!" Rogue shouted as he slams another alien into the floor.

*Lord almighty I hope Bishop is having an easier time than us.* She thinks as she ducks under a makeshift blade before she viciously backhanded the offending party into a wall.

In the Nest…

*Fucking Phalanx!* Bishop furiously thought as he blasts another alien with a blaster in one hand and his power in the other. Behind he heard Deathbird fire her own weapons and curse the invaders with a vengeance despite her failing condition.

It came to him a shock as they readied themselves to defend the chambers that held the young of the Shi'ar Empire. Then again he was taken aback by its beauty and the attitude the woman showed for her people, so naturally he was surprised to hear her cry out in pain and collapse thinking they were facing some unseen attacker only to learn her wounds had reopened.

At first he planned to get her help but she refused out of pride and the need to see to the protection of their young. Part him cursed her stubbornness but another admired her commitment to defend her people so in lieu of that he let her stay for what could be their last stand should the plan fail.

Given the sheer numbers coming at them he was now feeling he made the right call as the aliens invaders seems endless. Not even half way through the battle and they had stopped hitting him with energy blasts as they figured out he was just absorbing them and the sending back at them.

Thus he and Deathbird were locked in a struggle to keep the aliens back from either infecting them or hacking them up like some slasher film. He gave his partner a glance to see if she was holding up, from the look of feral rage akin to Logan he felt it was pretty well all things considered.

"There is still one Shi'ar who still stands defiant Phalanx filth!" She shouted over the cacophony of blaster fire and screams.

"If your plan is to piss them off, mission accomplished!" Bishops says to her as guns down a duo of approaching Phalanx trying to flank him.

"Good! An angry enemy is a stupid one!"

*Heh women, bet she and my sister would get along swimmingly.* the time displaced officer can't help but think despite the raging battle around him.

*CLICK!*

"Great I'm out of ammo; fuck it hand to hand it is."

"I still have plenty to spare X-man." Deathbird offers.

"Keep'em, I got this." Bishop replies as he focuses his powers and unleashes death from his hands.

*I really hope the others are having a better time at this.* He couldn't help but think.

Back in Space…

*The one thing I hate about space? You can't throw taunts or quips without a spacesuit.* Xander thinks as he smashes through another fighter's cockpit and throws its occupant into the planet's atmosphere.

The battle in space had started out relatively easy, he blitz through ranks of the Phalanx easily enough and caused enough of a ruckus to garner their attention. By the time he destroyed the cruiser three more appeared and launched their fighter craft, so now he was in it deep with the alien invaders attempting to take him down.

*Ok so let's see here, their advantage? Numbers and tech. My advantage? Godly powers, a kick ass attitude and the fact that Chandillar orbits a yellow Sun.* He thinks as he is pursued by three fighters.

He weaved around their energy blasts easily enough despite them not causing any damage to him aside from disorienting him. He spotted a pair of cruisers and made his way towards the center of them all the while dodging fire from the anti-aircraft batteries and his pursuers before slamming into the left ship's hull until he was on the other side with the vacuum sucking out some of the ships occupants.

Then he began to push it into the other vessel, he could easily make out the panic cries of its occupant demanding to put more power to the engines to pull away as well as order the other ship away but it was too late as metal grinded against one another before the stress became too great and caved in on itself.

Once that done he went back into the ship and raced towards the engine room smashing through walls and doorways until he was at the location with several Phalanx turning to face him.

"Sorry guys, no time to play with you, besides I am the least of your worries." He says before his eyes turned crimson and two beams of intense heat begin easily tear into the ships core and begins an explosive chain reaction. Not waiting to see the aftermath Xander flies out the way he came and once more into the vacuum just as the explosion destroys both ships and surrounding crafts.

*More to the tally but how many more to go before Beast's crazy ass plan works?* He thought as he readied himself for another assault only to be surprised by hearing collective screech of pain from the surrounding vessels.

Using his X-ray vision he looked inside and saw as Phalanx "skin" was melting off and leaving behind empty husks of metal.

If he could he would have laughed at the sight.

*Son of a bitch it work! Hahahaha. They did it! We won!* He thinks joyously as he makes his way towards his allies.

There would be much rebuilding to be done but at least they were alive to see it and now they could make their way home, he had a cyber racist and his flunkies to stop and a race to save and god help anyone who stood in the way of that.

To be continued…

Funny moments 2: She chose option B

The X-men had seen a lot of strange things in their lives, living islands, genocidal robots, demons, interdimensional lunatics, time travel…but the spectacle they bore witness too was one for the record books.