Author's Note: Well, that certainly took long! Is anybody still there? Hmm, anyway, here is the latest chapter, enjoy!

Previously on…

The Astonishing X-Men are a team of mutants who have dedicated their lives to protecting a world that hates and fears them. Led by Scott Summers, AKA CYCLOPS, and EMMA FROST, the X-Men have overcome threats not only to their race, but to the entire universe as well. Nonetheless, at their core, the X-Men are still teachers, mentors to thousands of children who wake up to find their world turned upside-down and inside-out. And in order to locate these children, the X-Men have under their use a small, helmet, CEREBRA, which increases telepathic awareness to near omniscient level.

Three night ago, a splinter cell born from the Government faction which fought off against Hitler's supernatural division, who called themselves the RING OF FATIMA, have come to the decision that world peace could only be achieved by sheer force of will. And that a device which could alter minds on a global scale wouldn't hurt either. That's why one of the Ring's members, LILAH GRAHAM, hatched an intricate plot which saw the X-Men out of the country, and their home utterly defenseless. Or so she thought.

The NEW X-MEN. Students who have learned the use and control of their uncanny powers under the best. Left alone, and with an entire army at their gates who want to take capture Cerebra, they do the only thing that the world has ever taught them to do. They fight back. With the STEPFORD CUCKOOS on the helm of Cerebra, it would seem that they could easily push the threat in the campus back. That was until Lilah Graham used her telepathy to heighten the violent urges of the students who didn't agree with the majority that Cerebra should not be used in order to force world peace. A riot broke out. Twelve students died, and much, much more were critically wounded. But more than that, the PHOENIX FORCE, which was hiding in MINDEE, one of the Stepford Cuckoos all along, re-emerged to devastating effect. Still, the small team led by Julian Keller, AKA HELLION, and MARK VASQUEZ, managed to beat Lilah and her soldiers. The X-Men finally come home to find the school in ruins, and the three sisters, who are now apparently hosts to the Phoenix, have disappeared.

Three days later, everyone in school is still on edge. The parents of one of the deceased students are headed to the school with a grudge to settle. And student BECKAH ADAMSON, one of the girls responsible for starting the riot in the school, gets brutally attacked by an unknown assailant inside her own room. Before she is found however, the world is suddenly torn asunder by massive columns of fire that wreak unspeakable destruction across the lands. It is the Phoenix. LOGAN, AKA WOLVERINE, and HENRY MCCOY, AKA THE BEAST, are surprised to learn that they have survived the wave of devastation that claimed the lives of everybody around them. It was only until the appearance of an imperial Super-Guardian that they realize why they are still alive…

Chapter 4: "Homecoming"

It took a few moments before the dust could clear from the headmaster's office of the Xavier Institute for Higher Learning. Or more precisely, what was left of it. A large chunk of metal from an airplane that exploded high above the building tore a rather sizable wall through roof. The light from outside seemed to break through the swirling dirt, casting the particles aglow, like will o' wisps upon a pond. "…" Scott, the only person in the room who didn't even budge when the whole world went to hell, calmly turned to the broken sliding glass that led to the balcony. They were fortunate that the blast sent the shards outside, not in. It took the mutant leader a moment to focus beyond the haze, not really directed by sight, but rather, by the feeling of a powerful presence right outside. Helen was screaming for her life, while Dave didn't do much of anything to calm his wide down. Scott didn't care. "Show yourselves." He whispered, fairly certain that they were not alone. And he was right. Outside the balcony, there materialized the silhouettes of three figures, their backs to the burning light.

"Greetings, noble X-Men!" gallantly exclaimed the one who was in the middle. It wore silver armor that made him look like it came straight out of the medieval period, complete with a dark-violet cape that fluttered wildly against the solar winds. It's breastplate looked like a gigantic mask, showing the face of a man with thin eyes, sharp nose, and a wide, gaping mouth with teeth that looked absurdly real. Closer scrutiny however, would easily point that its armor wasn't metal at all, rather, a hard light construct that was faintly transparent. More striking however, was the fact that the armor didn't seem to have a wearer, save for a distinct outline of a corona around the space where its head should be. "I am Devian 'Xal!" it then announced, one arm outstretched proudly to the air. "I come in the name of Lilandra, Empress of the Great, Shi'ar Empire!"

"…you're Lilandra's Super-Guardians?" Scott skeptically asked, firmly keeping both feet his feet on the ground, not at all impressed that super-powered aliens were hovering just a few feet above his ruined balcony. Dave and Helen on the other hand, parents to a recently murdered student, looked like they were frightened to their wit's end. Hisako, who still cradled the body of her batch mate's corpse, desperately fought the urge to high-tail it out of there as well. She wasn't too fond of aliens, most especially since she barely escaped with her life in the two times that she had encountered them.

"We are here to protect you from the Dark One." Devian 'Xal purposefully stated, right as it pointed its fingers straight at Hisako. Silver energy began to materialize. "…and relieve you of further burdens."

"Don't!" Scott yelled while reaching for his sunglasses, only to find the world around him spin in a blur. He didn't even notice the beam of cosmic energy surge from Devian 'Xal's gauntlet. He didn't hear Hisako scream. A fraction of a second later, Scott finally got a hold of his Ruby Quartz' frame, only to notice that something was amiss. "…!" The headmaster quickly turned to find Hisako on her knees, watching the ashes of her schoolmate slide down her hands. Scott gritted his teeth. "What did you do?"

"Forgive me, leader of the X-Men." declared the woman who was hovering to Devian 'Xal's right. "We did not wish for this to turn into a needless conflict. My readings gathered that the girl's dead body was releasing a toxic cloud of invisible energy that would have surely proved lethal after prolonged exposure." she then explained robotically, perhaps due to the fact that she was nothing more than a bald android in a humanoid form. The plating on her person was of deep scarlet, though her eyes were a frightening shade of black and yellow. "I merely sped the flow of time for everything around you in order to safely facilitate the process disinfection."

"You people are insane!" Dave suddenly screamed, clearly unable to handle everything that was happening around them. "All of this…this is madness! No wonder people keep dying around you! Wherever you go, you bring nothing but - - but death! Death and- -and…puppies."

"…huh?" Scott raised his eyebrow at the broken man's odd choice of words, not to mention the sudden trance that forced him in a stiff, upright position. The same thing happened to his already silent wife.

"We have a puppy at home…" Dave absent-mindedly declared, as he and his wife began to turn to the door. "We should probably check up on her…."

"I do believe that that's a wonderful idea." added a woman's cold voice from the broken doorway. "Unfortunately, you'll have to walk home, since some of the passengers from the plane that blew up fell on top of your car. Quite a mess, horrific really. And please, don't feed the monkeys on your way down. They bite."

"Emma Frost." called the third of the Shi'ar Super-Guardians, a thin man that had some remarkable sharp features and a long green robe that covered his entire body, clearly impressed with the display of telepathy that the White Queen had effortlessly demonstrated. So much so that the glass dome holding his exposed brain bubbled in delight. Scott however, wasn't as pleased. And Emma knew it.

"I had no choice, Scott. There are much bigger fish to fry than those two, overweight, repressed people. Besides, I only hastened the stages of acceptance that they were so leisurely taking a stroll through…" Emma telepathically explained as he walked up to her lover.

"You're saying they would have eventually forgiven us? You knew that?" asked Scott, who shifted his weight as Emma grabbed a hold of his arm.

"Of course not. I just needed something to make myself feel better when that tiny voice at the back of my head starts calling me a bad person. Now shush, we have more important matters at hand." Emma responded, before turning her attention to the three Super-Guardians in front of her.

"You're going to have to excuse my 'not jumping for joy'…" the White Queen began. "…but didn't the Shi'ar disassociate itself with us X-Men months ago?"

"…" Scott nodded. "It came from the latest Araki himself, right after Charles and Lilandra got their marriage annulled."

"We understand your suspicions." Devian 'Xal immediately responded. "The intergalactic courts have agreed, X-Men, that should this situation get out of hand, then the Dark One would no doubt threaten not only your planet, but the rest of the universe as well. Our predecessors have always respected you, as great warriors who equaled some of the mightiest among the cosmos. We have come to honor this respect, X-Men, one more time."

"…you three claim to be here for our protection." she casually noted, eyeing the extraterrestrials suspiciously with sapphire eyes. "Prove it. Turn off your mind shields so I can tell for sure."

"We cannot comply to such a request." Devian 'Xal calmly answered. "In our minds are locked the secrets of the galaxies. We have seen things that are far too complex for the human mind to comprehend. Opening our knowledge to- -"

"Bored now." the White Queen interrupted, her eyes glowing with light blue energy, ready to strike at the aliens before her. Scott pulled her back before anything could go further out of hand.

"That was a very smart thing to do." stated the alien with the exposed brain. "We're not here to look for trouble, X-Men…but we will be forced to use any means necessary in order to ensure your protection."

"Really? I bet the next thing you'll say is that you have a wonderful exit strategy planned for Iraq…" Emma sarcastically quipped from behind Scott.

"Say what you will, human." the cyborg interrupted. "Your connection with the Dark One has put you all in peril. I know you do not believe us, but what we say is true. Armageddon will at last unfold. We are here to see you safely through. All of you."

"…?" Emma furrowed her brows as she felt the hum of generators cutting through the sky. She could hear the familiar heartbeats that were pounding faster than the beat of the drum. She could feel their thoughts, twisted every which way with dread and anxiousness. Three X-Jets carrying three teams of X-Men. It was time for a homecoming that none of them would ever forget.

Danger Room/11:30

"Alerting all residents of the Xavier Institute. I am called Vi'Raal" The students all exchanged nervous glances at the sound of the unfamiliar voice rummaging through their head. Blindfold pressed her hand against her cheek, muttering intelligibly. Julian let out a soft sigh, relived that the attention wasn't fixed on him anymore. Katherine, who herself had manifested a certain degree of resistance to telepathic intrusion, found herself surprised that somebody could so easily barge into her mind. Especially as it was the voice of somebody she did not recognize. However, before she could probe much deeper into the situation, she felt a warm hand, tugging gently on hers. It was one of the new students, a young girl with wide, grey eyes and bones protruding from the top of her head. Katherine bit her lip, and gave the child a reassuring smile. "Please…" the voice continued, obviously picking up the negative feelings that the she and the children were harboring. "…we Super-Guardians mean none of you any harm."

Front Lawn/-at the same time-

"We have traveled far in the name of the Great Empress, and we bring with us the strength to live through this unholy hour…" Alex Summers, Scott's younger brother, frowned to himself at the sound of the embarrassing dialogue that the alien was belting out. Beside him sat Lorna Dane, codenamed Polaris, mistress of both magnetism and odd hair color, who kept her eyes locked on the Super-Guardian escort on the other side of the X-Jet's windshield. Even Bobby Drake, known better as Iceman for obvious reasons, as well as Kurt Wagner, the Nightcrawler, were far too distressed to even think of a punch line for the situation. Gambit and Rogue, who sat farthest from the front, weren't keen on any verbose exposition either. "…and to be absolutely certain that everything goes as smoothly as possible…"

Over the Dormitory Wing/11:32

"…we Super-Guardians have gathered every X-Man who has been in contact with the Dark One." Rachel Grey exchanged a nervous glance with an equally unnerved Ororo Munroe, who was handling the wheel of their aircraft. They were two of the most powerful mutants on the face of the planet, able to wield energies that mortal man could only begin to dream of. Yet now, in the face of the calamity at hand, both of them felt as helpless as any other. It was humbling, to say the least. Very humbling. Taking up the seats behind the women were Lucas Bishop, detective and X-Man, as well as Sage, who was one of the more mysterious members of Charles' personal cadre. They both listened intently to the words in their heads, uneasy at how a telepath could bypass both the power absorption and psychic defense." She has gone insane. Driven by the need to transcend what she already is."

Hangar/-at the same time-

"We believe that she now seeks to ruin that which has mattered to her the most. To destroy the humanity that has grounded her since time immemorial. To sever the bonds of love and conscience, which have been instrumental in preventing her from truly becoming." The exhaust from the tired engines hissed into steam, as the ramp at the belly of the X-Jet lowered to the ground. Professor Charles Xavier took a deep breath. It has been a very, very long time - - from the death of five-thousand New Yorkers, the beloved heroine Jean Grey, as well as the man who was the cause of it all, to the hardship he had faced in attempting to rebuild what was once the mutant paradise of Genosha. He was only too proud to admit that he longed to be back to the house he built. To the long memories and forgotten years. Yet for all the time he has since spent in 'sabbatical', it was not the air of nostalgia that caught his attention. Neither was it the invasion of aliens who seemed to resolute to protect them from the genocidal Phoenix Force. No. Rather, it was a presence in the hangar. One so strong that Charles originally assumed it to be a Super-Guardian tasked to escort him wherever they planned to keep him. But no. This one was different. This one was lonely.

"…shouldn't all the students be somewhere safe by now?" Charles asked rhetorically to the direction of the strong mutant signature. It took a few moments before the professor gained a response. First by the sound of shifting weight, and then soon by a long, mournful sigh. It was Mark. He sat alone beneath a metal bridge, half his body obscured by shadows cast. His sleeve was torn off and used as a make-shift bandage to stop the bleeding from his wounded arm. The rest of his brown shirt was soaked in blood. His hands were out of view, as they were tucked under his arms.

"You're the professor." Mark wearily greeted, though in no way, shape or form showing that he actually cared. "…I haven't seen you since that thing with Magneto in Manhattan."

"I was busy…rebuilding." Charles responded, ignoring the Super-Guardian that landed after him. "…might I ask why you're sitting in a corner, drenched in blood?"

"…things got crazy down here. I mean… bad crazy."

"I'm sorry."

"…are you poking around in my head, professor?"

"I…yes. Forgive me, but my curiosity got the better of me. You do know that you are immune to anything psychic that's more than simple telepathic conversation?"

"…" Mark licked his lips. He didn't know how it happened, but he knew why. It was two months ago, when his best friend Derrick, who didn't know that he was actually the son of a long-time X-Men villain, was used as a transmitter to literally make everybody go insane. And in order to prevent anything from going too far out of hand, Derrick telepathically forced him to use his ability to rend soul from flesh in order to stop the psychic poison that was forcing the X-Men to kill each other. Derrick died instantly, but for Mark, it was another story. In the three seconds where Derrick was severed from his soul, Mark felt his best friend's every memory and emotion rush into him with the force of a locomotive. Those three seconds lasted forever.

And since then, Mark found himself farther and farther away from the reach of any telepath in the school. Away from those seeking to know how he felt or what he thought without his permission. And most especially, away from those who could force him to use his powers without him knowing. Until one day, his powers evolved, and gave him what he desired the most. Silence. The only person he ever let in since then, the person he truly loved, was now gone. And it hurt like a bitch. Perhaps that was why he could now feel his emotions, his vulnerability, his pain, slowly seeping away. It was his mutation. To hide under a veil of energy that could suck the soul dry of anyone who dared breach it.

"…is there something you want to talk about?" Charles asked, sensing the gravity that the child possessed. Mark did not respond. Charles narrowed his eyes. "Were you crying?"

"Wow, no wonder they call you the greatest mind on the planet." Mark sarcastically responded, knowing full well that the professor noticed the redness around his tired eyes.

"There is no more time for this dialogue." interrupted the Super-Guardian who was escorting the professor. "You are needed elsewhere, Charles Xavier."

"…" Charles half-turned at the reptilian, humanoid creature, before once again turning to the obviously distraught young man in the shadows. "Would you like to come along, son?" he politely asked as he extended his hand. Mark didn't budge. "We really should have that arm taken care of." the professor further urged. "It could get infected." Mark took a deep breath, and then wearily got up. It was only then that the professor noticed. There was blood on his hands. Lots of it. Charles' eyes widened.

"Child, what have you done?"

Danger Roon/11:33

Shadowcat turned the moment she heard the furious knocking on the Danger Room doors. "Everyone. Stay together." she immediately instructed, earning no protestation whatsoever from any of the students. Without waiting any further, Shadowcat phased the upper half of her body through the locked doors. Julian leaned to the side, ready to whisper something in Bryan's ear, only to find himself cut off from speech at the sight of the Shadowcat suddenly pulling herself back, dragging the body of a profusely bleeding student inside the room with her. "I need a healer!" the X-Man shouted as she laid the student to the floor. Blood ran down his mouth like as if it were an open faucet. Some of the other students turned away from the grisly sight. "Elixir! Get me Elixir!"

"I'm here!" Josh yelled as he pushed through the other students. "It's Kyle." Shadowcat declared, referring to the student who was bleeding out in her hands. "It's his tongue. Somebody ripped it out."

"…" Josh stood and stared at his batch mate in mute shock for the first few seconds. It just wouldn't register yet, seeing someone you knew, bleeding to death by your feet. A quick tug on his shirt snapped him back to reality. "Help. Him." Shadowcat ordered through grit teeth, forcing the young man to only stammer a 'yes' in response. Dropping to his knees, Josh placed his hands over the student's mouth. "It's gonna' be okay, Kyle. We're gonna' make it right…just stay with me, okay?"

"Okay, okay." Shadowcat slowly stood back as she saw the pain slowly washing away from the student's face. The same look of relief also began to appear on the other students' faces. Good. Shadowcat raised her hand. "I need a volunteer, someone watch over the others, make sure everyone stays put."

"…" Nobody budged. Julian exchanged glances with both Bryan and Kevin, almost as if to ask if they would back him up should he raise his hand. Cessily noticed this, and sternly shook her head.

"Miss Pryde!" suddenly volunteered one of the girls. It was Lily. Shadowcat nodded. "The first kid who starts trouble, gets his report card shoved up his colon. Literally. Understand?" the X-Man then asked, to a resounding 'yes ma'am'. Lily blew out the air from her mouth, and stepped forward.

Main Lobby/11:35

Scott took a good long look around the large, crowded room that he was in. A room full of friends. No, they were much more than that. They were family. He only wished that they were there under better circumstances. Years ago, the X-Men, expanding continuously, were divided into various strike forces, designed to deal with various aspects of society. And no matter how much their rosters have changed over the years, no one could ever take away the bond that was between each and every one of them. Of course, there were a few who didn't get along. Rachel Grey, formerly Grey-Summers, knitted her brows at the sight of the White Queen who stood by Scott's side. There was a time when it was her mother, Jean, who gave him strength. Love. Theirs was supposed to be an eternal bond. One of absolute passion that would outlive the oldest star. That's what she thought. "…" Rachel shook her head, and returned her attention to the bigger issue at hand.

There were six Super-Guardians hovering above the gathered X-Men, watching them like a jury passing silent condemnation. Each one looked like they had in them the capacity to obliterate an entire city in the span of an hour. All of them wore psychic shields potent enough to harm any telepath foolish enough to venture within their field. There were two Super-Guardians on each of the room's four corners, displaying a level of training that only meant one thing. They had a master. One who must have earned the right to lead these cosmic beings into glorious battle. And from the looks of things, this leader was about to make his, or her, presence known. The sound of faint static soon filled the air, catching the X-Men's collective attention. The sound soon turned into a whiz, much like how a sliding door opens. Everyone looked up, just in time to find the holographic image of the great Shi'ar Empress, Lilandra.

"Hear me X-Men." she greeted with a mournful voice, as static occasionally disrupted both the sound and image of her holographic representation. "I know that all I ever seem to bring is bad news…but unfortunately, that's all we have at the moment. The Phalkon…the Phoenix is attempting to become something which it has no right of being. Alive. Truly alive."

"That's insane." Peter interrupted. Rachel nodded. "The Phoenix is life." she then added. "It doesn't make sense for life incarnate to want to be alive."

"Sense is mortal, children." Lilandra calmly retorted. "For eons, all the myths and all the legends have spoke of deities wishing for the chance to relieve themselves of the burdens of godhood. The Phoenix, it would seem, is no different from the rest of these entities…"

"…" Lorna raised her head. "So you mean to tell us that…for some reason, the Phoenix Force has decided to forsake godhood? That is obscene. Why would anyone - - or anything - - choose to do that? I mean…"

"To be a god is to be perfect, Lorna Dane." came the Empress' response. "And when one has been granted perfection, then what is there left to do?"

"Wait, wait - - what you're saying… how is it even possible?" interrupted Lucas Bishop, who had Sage standing silent beside him." How do you know all this?"

"Because it nearly happened before. We have learned that…long ago, a cosmic being whose sole purpose in life was to observe the course of time, came upon a meeting between two mighty entities. One of them, obviously, was the Phoenix…while the other was a being which was just as feared…the anti-creator…Galactus. I'm sure you've heard of him."

"Yeah, he's the guy with a tuning fork for a head." Bobby answered.

"…it is when these two forces met, that the Galactus revealed what his heralds have told him. That something…a great immensity…managed to siphon the entire life force of a hundred future generations. And where did all this untapped potential go?"

"…no…" Rachel pressed her hand against her mouth, a memory within her stirring at the sound of Lilandra's words.

"The Phoenix craved for something more than existence. And she found it. She took the core of creation, and fashioned for herself a consciousness that would survive the secrets of the universe. She never knew how great the price would be."

"But she didn't mean it!" Rachel then protested, earning the attention of the entire room. "She - - she gave it away! When she found out, she gave it away! She promised that she'd never do it again!"

"Yes. Well, that was before she went insane." Lilandra coldly retorted. Emma raised her eyebrow. "And whose fault was that again?" the White Queen then asked. "Correct me if I'm wrong - - though I highly doubt it to be the case - - but didn't some of your militia stick a cosmic catheter in the bird's fiery behind and force her to go mad?"

"Those soldiers' actions were never sanctioned by the Empire, Emma Frost." The Empress then answered. Scott kept silent. "And as much as I am shamed to admit that I am, in part, responsible for this tragedy…there is nothing more I can do…the Phoenix must be stopped. She wants to get back what she had once forsaken… but now, now she wants to take the extra step. She wants to be mortal. Free from the shackles of perfection. And to do so, she will suck the life of every possible future in the galaxy..."

S.H.I.E.L.D. Helicarrier/11:40

Orange light spilled through the cracked, glass dome that covered ship's massive bridge. Everything else was kept in dark, save for the patch of illumination that came from the blazing sky. In the middle of it was Director Hill, who had only begun to move. "…somebody…give me a sit rep…" she dazedly whispered, as she attempted to push herself off of the floor. No one answered. "Keep it together." Hill silently ordered herself, shaking off the pain that racked her body. After all, shattered ribs and a dislocated shoulder were the least of her problems.

The systems have all been fried. Torn-off wires and circuitry, sucked dry of energy, hung from the walls like the vines from dead trees. Blood stained the floor. "Goddamn…" Hill quickly grabbed the mouthpiece that was on the floor, and raised it to her lips. "Mr. President?" she immediately called, though she was fairly certain that there would be no answer. "Mr. President, do you copy?" she asked once again. No harm in trying. "Shit." Hill dropped the mouthpiece, and began to glance left and right, hoping for signs that she wasn't the only one left moving. She could hear the faint sound of painful groans coming from every direction. Signs of life.

"…!" Hill took a deep breath, and gathering her strength, got back to both feet. Right in time for a green, holographic screen to appear in front of her. It was Special Agent Brand.

"Director." Brand coldly greeted. Hill raised an eyebrow. "It would seem that we have some bad news."

Breakworld/Unknown

Blue fire flickered wildly, crowned on steel torches which were the only sources of light for the long, gray passage. The sound of metal boots echoed across the lifeless hall, thumping across a red carpet that was woven from thread drenched with the blood of the fallen. At the end of the hall were a massive set of double-doors, engraved with the figures of leaders long gone. Two servants waited patiently by the double-doors, bowing their heads as the three, robed wise men drew closer to where they stood. Even from there, the three of them could already hear the sound of mighty furor from beyond the closed doors; a mindless cacophony of grunts and growls that only intensified as the two servants pulled on the chrome handles. Powerful gusts of wind came blowing in, howling angrily as the three wise men stepped onto the black spire's massive balcony. From there, high above where the red sky seemed as dense as blood, the three proudly smiled at the sight below them. A sea of their greatest, most bloodthirsty warriors, carrying swords, and spears, and axes and banners; all of them chanting to the drums of intergalactic war.

Chapter – End

Next Chapter – ?

Author's Note: Well, there was that! Drop me a line and tell me what you think! Cheerio! J