DISCLAIMER: I OWN NOTHING!

Greetings Ladies and Gentlemen. Hope you are all staying safe out there. To help ease the stress of lockdowns and other nightmares of today, I bring you the newest chapter of A10.

I know many of you were probably expecting the Asgard Arc and trust me its coming. But I decided to insert this little arc before that cause I thought it'd be fun.

So sit back and enjoy.


Chapter 27

Shades of Grey

Ben taped his feet, nervously as he sat with his hands clasped and his elbows rested on his knees. This was new for him. In his entire heroic career, he never once thought he'd end up in this situation.

He closed his eyes and took a deep breath. The nervous energy in his legs dissipated as he raised his head and looked around the waiting room, he is currently sitting in. He leaned back on the plain brown couch and glanced at the coffee table in front of him, a spread of various magazines is scattered across its top. A collection of Men's and Women's health along with some gossip magazines detailing some popular celebrities he was unfamiliar with, one being a pop star called Dazzler. Another was a car magazine, showing off some brand of sports car Ben could not identify.

Had Kevin been with him, he would've been able to identify the make, model and even engine of the car by the picture alone.

He chuckled at the thought, only for a wave of sadness to wash over him. Just the fond memory of his late best friend, caused the Teen Heroes mood to sour. It's one of the many reasons Ben is sitting in the waiting room of a therapist's office.

After the incident with Ultron, a talk with Hank Pym helped Ben realise that he had not moved past the death of his friends and family. The fact that a single sentence from Ultron, caused him to spiral into that void of despair was a serious wakeup call for the Young Hero that his mind was not as stable as he had believed. If all it took was one sentence to cause him to freeze like that, he could only imagine what else could set him off and who could get hurt because of it. Sure, everyone turned out fine in the end. But, next time, he couldn't take that chance again.

Lucky for him, Hank knew someone. Which saved Ben the time of actually looking into this. Though this was actually the last person he expected to be a therapist.

The door to the office opened and out stepped the large frame of Dr. Leonard Samson. After first meeting the Scientist during the Gamma World incident, seeing him in a suede suit with his long green hair tied up into a ponytail was certainly strange.

"Benjamin, I'm ready for you," Dr. Samson said as Ben stood up.

"Yep. Ok, let's do this," The Teen replied nervously.

Dr. Samson held the door open, and Ben walked past his large frame into his office. He quickly looked around to see a bunch of motivational posters along the walls, a couch with a large armchair next to it.

Ben walked over to the couch and sat in it, with Dr. Samson sitting in the armchair. The green haired scientist pulling out a large notepad with an equally large pen as he got comfortable.

Now that he took the time to look around. Ben noticed that quite a bit of the furniture and items in this room were larger than they normally would be, no doubt customised to fit the Doc's larger physique. But it didn't stop Ben from feeling a little small in this room.

"So… how do I do this? Do I sit in this thing or lie down?" Ben asked the Gamma Psychiatrist.

"Do whatever feel's comfortable to you, Ben," Dr. Samson replied as he flipped open his note pad.

"Ok," Ben said as he clasped his hands together and leaned back against the couch, electing to remain sitting. He glanced over to Dr. Samson as he jotted down some notes on the pad.

"I gotta admit, Doc. When Hank told me that he knew a psychiatrist. I was not expecting you," Ben stated honestly.

This earned a chuckle from Dr. Samson as he looked up from his note pad to the Teen. "I know this must seem strange. A big man like me, treating the mind and getting others to open up about their feelings."

"Well… Yeah. But also, when we first met, I thought you were a Gamma Scientist?" Ben pointed out.

"Yes well, I majored in Psychology and only started working with Gamma radiation after meeting Bruce. After that I started working at the Cube where I not only worked to develop cures for the inmates, but also attempted to treat their mental instabilities." The Doctor explained.

"But my efforts were in vain unfortunately. But with the Cube shut down I can resume my practice and get back to treating the mind."

Ben nodded after hearing the Dr's story, though his nerves did not ease. "Well, Hank said you were good at your job. But I've never really been to a shrink before. How exactly does this work?" He asked.

"Well, in this first session, we'll just get a feel for who you are. I'll ask you some questions, you answer as honestly as you can. Just enough so that I may build a profile on you and get a better understanding on what your current mental state is." Dr Samson explained.

"Right. And this just stays between you and me?" Ben questioned.

"Nothing leaves this room. Full client confidentiality." The Gamma Psychologist assured.

Even with that clarification, Ben wasn't sure if he should feel relieved or nervous about opening up to him. Sure, he is familiar with the superhero life, but at the same time he also worked for S.H.I.E.L.D. Could he really trust him to keep what he says between them?

"I understand that you may have doubts." Dr Samson continued. "So, any topics you wish not to discuss. Let me know and consider the matter dropped. Does that sound good?"

Ben nodded. Feeling calmer about the situation now.

"Good. Now, with that out of the way. Shall we begin?" The Psychologist asked.

"Sure. What would you like to know?" Ben responded, leaning back a little in the couch.

"Tell me about your parents." Dr Samson requested as he prepped his notepad.

Ben's body tensed at the mention of his parents. Once again, emphasising just how vital it was that he needs to do this. Up until now, the only details he'd given anyone on his family was that he had one and that they died. While he would give a few extra details about Gwen, Kevin and Julie in his stories about his past. His parents were information he kept only to himself. Like precious gems he locked away in a safe out of paranoia that they would be stolen.

His brief shock gave way to a smirk as he raised an eyebrow at the Gamma Doctor.

"Really, Doc? A little cliché, don't you think?" Ben responded with his usual witty demeanour.

Dr Samson smiled back at the Young Hero as he let out a small chuckle, while twiddling his pen in his fingers. "Well, we have to start somewhere. But given your response. Am I to assume you like to watch Television in your down time? Or are you more of a streamer?"

"Bit of both, really." Ben admitted casually, leaning back into the couch once more.

"Interesting." Came the Doc's response as he scribbled down some notes onto his pad.

"Oh what? You're writing that down?" Ben asked, irritated.

"Well, you did say I am a cliché. So, I may as well fully embrace the stereotype." Dr Samson responded, looking up from his notepad with a smirk of his own.

He and Ben shared a chuckle as the Young Hero felt more comfortable talking with the Gamma Psychologist. Dr Samson then composed himself as he moved onto the next question.


It was hard to believe that he spent a full hour in there. The time flew by so fast that Ben felt that they had barely begun by the time Dr Samson closed his notepad and told him to come back next week.

He really didn't talk about much. Just about his parents and what it was like growing up in Bellwood in his home dimension. Wasn't even anything that personal, Doc Samson just asked him to describe certain things about his life growing up. He'd then write some things down on his pad before moving onto the next question.

Ben was sure he would try to get him to talk about his family's death and how he felt about that. But he didn't. Which honestly made the Young Hero really grateful. He's revisited that moment in his life for so long now that he's practically memorised every little detail of that scene in his mind. It was like the only detail of his family he could share whenever someone asked about it.

However, instead of focusing on that horrifying event, he got to talk about the memories that came before it. The moments where he was a little kid with a family who loved him and didn't have a care in the world. To be able to revisit those memories brought a warmth to the Teen Hero's very soul.

Only one session in and Ben could feel it paying off. But he shouldn't get ahead of himself. No doubt he still had a lot of work ahead of himself with Doc Samson. It's not like he'd be magically cured and the picture of perfect mental health in just one or two sessions.

Still, he'd be lying if he said he didn't want someone to come along and magically zap his brain to remove all the trauma from it.

But if there's one thing he's learned in his entire heroic life. It's that the quick and easy route is never the best option. Time and effort are the only way he'll improve. Today was the first step. Next week will be the second.

For now, he just wanted to head home and kick back with a round of video games and smoothies. If he's lucky, Rick will be online, and they can Co-Op on a new map.

Activating the Ultimatrix, Ben selected his alien and turned into Big Chill in a flash of green light. He took to the sky, quickly breaking above the New York skyline, feeling the wind blow against his cold body.

He always liked how the air against his skin felt different for each of his flying aliens. For Big Chill, the air that would normally feel cool against a form like Stinkfly, is actually warm to him in this form. Probably because Big Chills natural body temperature is so low that the air actually warms him rather than cooling.

Letting out a sigh of pleasure, Big Chill stretched his wings and allowed the air currents to carry him as he relaxed in the sky and peacefully watched the world below him.

While he was up there, the Alien Teen thought about his Team back at the Mansion. Things were starting to settle down after everything that happened with Ultron. Cap was out of the hospital, back to full health. Thor had quite the emotional reunion with Jane Foster, leading to quite a passionate kiss from the Paramedic. Safe to assume that their relationship was official.

Tony had to completely reboot the Mansions systems and give JARVIS an overhaul in the A.I.'s programming and codes. There was a funny moment during the reboot where JARVIS would say a random word at the end of every sentence he would say. One time, the A.I. said a cuss word at the end of a sentence and Captain America looked like he was ready to wash the computer programs motherboard with a bar of soap.

It was hilarious.

Sadly, not everything turned out ok. Hank's decision to quit the team did not change. In fact, the Size Changing Scientist had not returned to the mansion since Ultron's defeat. His module labs and other equipment was still in the Mansions sub levels, gathering dust. No one has entered that lab or attempted to move it since Ultron. His departure affected Janet the most. She tried several times in the past couple of days to try and convince Hank to come back to the team. But each time, he refused.

Eventually, Hank cut off all contact with her and the rest of the team. Leaving Janet an emotional mess. Seeing her in this state, made Ben want to track down the Size Changing Scientist and kick down his door. But Ben knew that Hank needed space, something Janet was not giving him, so cutting off all contact with her was the only way he could get the time he needed to come to terms with recent events.

Janet, on the other hand, could not grasp that concept. So, Ben did the only thing he could think of to cheer her up. He asked her if she would make him a new jacket.

If there is one thing that Janet Van Dyne loved more than beating up bad guys, it was designing and making new clothes lines for her fashion business. The woman is one of the top fashion designers in the world with so many fashion industries wanting to get her to work on their new lines. Because of this, she is one of the wealthiest people in New York, attending many high-ranking parties, which is how she met Tony. This lifestyle also allowed Janet to support Hank's work and keep his research afloat until he could get the grant money.

On top of all that, she basically worked as his secretary, organising everything for him. Doing that on top of being a fashion icon and a superhero, Ben almost suspected that Janet was another android Hank made and never told anyone. If she went the Ultron route, Ben doubted anyone could stop her.

Janet had been asking Ben for months to let her make some new clothes for him, but each time he refused. He liked his Jacket, it functioned as it was supposed to, didn't have any holes in it and it was all part of his look.

"You wear the same clothes, every day. That's so unfashionable. You need to diversify your style." She had told him.

Ben didn't really see the point. His clothes worked for him and were comfortable, so he figured that was enough. According to Janet, it wasn't. So, when he finally bit the bullet and asked her to make him a new Jacket, she was overwhelmingly ecstatic. She proceeded to lock herself into her "designer studio", which was essentially one of the many rooms inside Avengers Mansion that Janet just took over and set up all her fashion designer stuff. Tony really didn't mind, there were only seven of them living in that giant Mansion, so it wasn't like there'd be a shortage of space.

At least now, Janet had a new project to focus on. And it'll also give her time to cool down and gather her thoughts about Hank.

The Alien Teen breathed out a calm sigh as he touched down on the front steps of Avengers Mansion. Taking a quick look around to make sure there were no onlookers, as when he first moved into the Mansion, there were always crowds of people gathered outside the gates with cameras, just waiting to get a picture of any of the heroes. It initially made Ben feel a little self-conscious about walking around in his own home as some enthusiastic fan could take a picture of him in human form and he would once again say goodbye to his secret identity.

While the concept of a secret identity might seem strange at the moment, considering that he lived in the home base of a Super team, he has friends who are all superheroes and doesn't have a job or any other commitments outside of his hero life that would require one.

And yet, the Young Hero wanted to keep his identity a secret. Mainly because he liked his privacy, when his identity was exposed in his old universe, every action he took was hounded by the media. People always asking what he was doing, when he was doing it, always wanting his attention and criticised his actions. Not to mention that with his identity exposed, everyone knew exactly where to send the bills for anything he broke, or someone he hurt during his heroics.

One time, someone tried to sue him because he grabbed them without permission. They were a few seconds from being human jelly, so there wasn't really time to waste on something as pointless as that. At least with his identity intact, he couldn't get blamed for that and he could walk the streets without any reporters or crazy fans mobbing him.

Seeing no one around, but not wanting to take any chances, Big Chill phased through the door and tapped the dial on his chest, turning back to Ben.

"I'm Home!" He called out, his voice echoing though the marble walls of the Mansion.

"Welcome home, Master Tennyson." JARVIS greeted.

"Hey JARVIS." Ben greeted back. "Is anyone a… round?"

Ben stumbled as a wave of nausea washed over him. His vision went blurry, and the entire world started spinning. A few more seconds of dizziness attacked the Teens mind before he finally shook it off.

"Woah. Head rush. Guess I pushed it with the flight back." Ben commented as he headed towards the kitchen.

Suddenly the clatter of solid items rang out from the stairwell, alarming Ben. The Teen rushed over to the source of the sound and saw Hawkeye, collapsed on the stairway, his bow and trick arrows spilling out of his quiver, with some rolling down the stairs.

"Clint? You Ok, dude?" Ben asked walking over to the Archer. He grabbed his shoulder and gave him a shake.

No response as Hawkeye was out cold.

The Teen Hero smirked as he pulled out his phone and turned on the camera. "Oh man. Getting knocked out after tripping on the stairs. I am never letting you live this down."

He snapped a few pictures as he chuckled to himself. All the times the Archer boasted about his skills and that he doesn't need super powers to keep up with the rest of the team. This would be the perfect payback.

"This is too good. Hey Janet, come see this!" He yelled into the house.

No answer.

"Janet?" Ben called out again.

"Miss Van Dyne, is sleeping in her studio." JARIVS informed the Teen Hero.

"Huh. Must've overworked herself." Ben theorised. "Oh well. Guess I'll just hang out with the rest of the team. Anyone around, JARVIS?"

"All Avengers, with the exception of, Ben Tennyson are asleep. Throughout the mansion." The A.I answered.

"Really? It's like 11:30 in the morning?" Ben stated, confused.

This was starting to get weird. It's one thing for a member of the team to overwork themselves and sleep in, but even with the high physical demand of the Superhero life, sleeping in this late is pushing it. Even Captain America, a soldier to the core, never sleeps in later than 5:01am.

"JARVIS, how long has everyone been sleeping?" He asked the A.I.

"Approximately 5 minutes, Master Tennyson."

That caused Ben to become very concerned. That was the exact amount of time that Ben has been home. For everyone to fall asleep at the same time at this exact moment…

"JARVIS. Has anyone entered the Mansion or approached it before I got home?" Ben questioned.

"Negative, Sir. All Avengers personals have remained within the Mansions walls. No parameter defences have been breached or tampered with." JARVIS stated.

This was getting weird, if no one entered the mansion. Then how did everyone suddenly fall unconscious at the same time? Then again, JARVIS does have a history of being hacked or his systems being confused.

Ben quickly activated the Ultimatrix and cycled through his aliens until coming across Upgrades hologram. He figured the techno-alien could quickly get to the bottom of the AI's system issues and maybe allow the Teen Hero to figure out what's going on.

He moved his hand to press down the dial, then froze. For a while, the Young Avengers hand just remained on the Ultimatrix's core, seemingly unable to push it down. Ben's breath started to get heavy as he felt ice being pour through his veins. He lifted his hand off the dial and looked at his hand. It was trembling like an earthquake….

Perhaps he was just overreacting? JARVIS's systems could be fine and there were other ways he could figure out what's happening.

Ben twisted the dial and selected a new alien and slammed the dial down.

"FASTTRACK!" The alien screamed after a flash of green light.

The Cat-like Alien quickly rushed through the Mansion in a blue/black blur. Checking every room and every passage on every level of the Mansion in under a minute. While he didn't find anyone or anything out of the ordinary, he did locate every Avenger within the mansion and managed to grab and carry each one to the unconscious heroes to the medical bay. A feat he was glad he chose Fasttrack for as XLR8 would never have been able to carry someone like Hulk or Thor to the medical bay.

He was also glad that Tony had the foresight to construct beds that could accommodate the size and weight of the Gamma Giant and Asgardian Prince.

With everyone present and accounted for, Fasttrack turned back into Ben looked at each unconscious hero with a concerned expression.

"Ok, JARVIS. Let's uh…." It then occurred to Ben that he didn't really know what to ask the A.I. to do. The only knowledge that has on any investigation terminology was the stuff he saw on those Cop shows that he used to watch on TV. But he wasn't sure if any of that would apply to this situation.

"Just… Find out what's wrong with them. I guess?" He asked, unsure.

"Initiating scans." JARIVS replied.

The machines by each of the beds activated and scanners deployed that proceeded to throw a red light over each of the unconscious heroes. Scanning each and every part of their bodies.

"Talk to me, JARVIS." Ben ordered in his best Tony impression. Internally enjoying the chance to finally say that.

"Scans indicate no foreign chemicals present in any of the Avengers." The A.I. informed.

"Really?" Ben asked confused. If it wasn't some kind of drug, what would cause them to pass out like this.

"However, cerebral scans have detected an abnormality in their brain activity." JARVIS added.

Finally, a break in the case. "What's happening?"

"The brainwaves are identical in each of the affected. With no deviation of any kind."

"Is that bad?" Ben asked, unsure. On one hand, the fact that they all have brainwaves sounds good. But from the context, it sounded bad.

"Indeed. No two brains function the same. They are unique to each and every individual." The A.I. elaborated.

With that clarity, Ben's confusion and curiosity increased. How could every Avenger have the same brain waves and what could have caused something like this?

"Might need some help on this one." Ben admitted. "JARVIS, can you call Jane Foster for me please?"

"Establishing connection." JARVIS responded. "Error. Miss Foster cannot be reached."

"That's weird. She must be out. Ok try any of the local hospitals." The Young hero requested.

The A.I. immediately attempted to contact the local medial facilities.

"Error. Unable to connect. Medical Facilities unresponsive."

"Huh? What do you mean unresponsive? Those are hospitals, someone has to pick up." Ben stated, frustrated.

Shacking off those emotions, Ben thought of another idea. "Ok, try Carol."

"Error. No response."

"Oh, what use are you!" Ben yelled at the A.I. Fed up with how useless the computer program was being, he pulled out his phone and called the Super Agents number.

The device rang for several seconds before going to her voicemail. Ben quickly hung up the phone and tried again. Nothing but ringing before going to voicemail.

"Come on. Pick up." Ben hissed angrily as he tried to call her again.

Voicemail.

Shoving the phone back in his pocket, Ben brought the Ultimatrix in line with his chest and activated the communications. If his phone wouldn't work, maybe her communicator will.

No answer.

Well, if he couldn't get in contact with Carol, then maybe Jessica?

No answer.

Peter?

Nope.

Andi?

Zip.

Laura?

Dead air.

Ok, now Ben really knew something was up. Laura would never turn down a call from him. Her lack of understanding for social norms had made her an extremely loyal and devoted friend to Ben. To the point that she and Ben would talk to each other every day and if he missed one call, she would be climbing through his window to make sure he was ok.

While most people would find that creepy, Ben knew the mutant clone well enough to understand her quirks and how to manage her. So, if she isn't answering his call, something is very wrong.

Activating the Ultimatrix, Ben selected the alien he wanted and slammed the dial down.

"Ghostfreak!"

The Phantom alien phased through the ceiling and didn't stop until he emerged from the top of the mansion. The Alien Teen looked around and his eye widened.

All around him, he saw the bodies of people lying on the streets along with cars that were sitting in idle with their drivers and passenger's unconscious in their seats. The ghost alien quickly floated over to the closest person and checked for a pulse.

To his relief, the person was still alive. They were all unconscious, just like the Avengers. But for some reason, he was still awake. Why? What could possibly cause so many people to fall unconscious at the same time, but have no effect on him?

He needed more answers.

Rushing into the mansion, the Alien Teen made his way into the meeting area of the sub levels. Turning back into Ben, he sat at his chair at the table and activated the holoprojector.

"Ok JARVIS. We've got a mystery here. Seems like everyone inside and around the mansion has been knocked out, except me. We know it's not a drug or knock out gas."

"Those are the same thing." The A.I. corrected.

"Point being." Ben continued. "Something or someone has done this. But the only question is how?"

With his summery completed, Ben leaned forward in his chair and placed his left hand in his chin. There had to be a reason this was happening. Something that made all of this make sense.

Then something occurred to him.

"JARVIS, you said everyone's brainwaves were the same right?" He asked.

"Indeed, Sir." JARVIS answered. The Artificial Intelligence proceeded to display each of the Avengers brainwave scans on the holographic display in front of Ben.

"Each of the affected individuals all have identical neurological wavelength. Each repeating in a particular pattern."

As Ben watched each of the scans, he saw that the A.I. was right. The patterns were repeating. Over and over again like a song stuck on replay on a music app. As if something was telling their brains to do the same thing on repeat.

"That's it!" Ben exclaimed as he jumped up. "It's a psychic attack!"

The Teen Hero couldn't help but do a little fist pump in the air for figuring it out. He only wished someone else could've seen his act of genius instead of the emotionless computer program.

"Pardon me, Master Tennyson. But are you sure?" JARVIS questioned.

"It's why I'm the only one that's still awake, J-Tron." Ben replied, holding up the Alien Device on his wrist. "The Ultimatrix puts out a signal that blocks telepaths from attacking my mind and taking it over."

It was a little feature the Omnitrix had that Ben wasn't initially aware of. Until Azmuth mentioned it, when he upgraded the Ultimatrix's software. With all the alien criminals out among the stars, it was a possibility that a few of them would possess telepathic abilities and could easily force Ben to remove the watch and hand it to them without a fight.

So, installing psychic shields to protect the users mind was an important security measure to prevent such actions. Course it didn't prevent telepaths from reading Ben's mind or communicating through it as there are also alien species that communicate solely through telepathy.

With that mystery solved, the list of potential suspects got shorter. However, only one name came to the young Heroes mind when he realised a psychic was behind this. He immediately wanted to contact him, but he figured A: They could be unconscious too and B: He probably should make sure before getting their hopes up.

"JARVIS, is there any way you can track where that psychic signal is coming from?" He asked, hopeful.

"Negative. Mr Stark has not encountered a being with telepathic abilities before." JARVIS informed.

"What about MODOC?" Ben asked.

"Psionic energy projections from technological interfaces. Using technology to perform acts similar to telepathy. However, this appears to be a purely biological source. Which my scanners have not be tuned to detect." JARVIS elaborated.

Ben grunted in frustration. Not like he could go door to door and check to see if one person on the entire island is still awake and causing all of this. There had to be a faster way.

"JARVIS? Can you hack into digital cameras like security cameras and traffic cameras?" He asked curiously.

"Indeed, Sir and on Mr Starks command I can access all wireless cameras from satellites to smartphones."

"Ok… That's a little creepy. Remind me to talk to Tony about personal privacy." Ben remarked, a little unnerved that Tony could easily gain access to someone's private life like that.

"I can only access personal devices if the security keys from Mr Stark, Miss Potts and Col. Rhodes are entered. A security feature installed by Mr Stark to ensure that this feature is not abused in any way."

Hearing that, Ben felt a little relieved knowing that Tony wasn't secretly Big Brothering people. Though he couldn't help but wonder if he put that feature in cause Pepper told him to?

Pushing that aside, Ben refocused on the task at hand.

"Ok JARVIS. I need to access all the cameras in the city and beyond. Let's see how far this thing has spread."

On his Command the A.I. displayed dozens of images of unconscious people across the city. Looking like something out of a horror movie, with bodies littered throughout the streets. It was quite unnerving for the Teenager as it was starting to feel like he was the last man on Earth.

He almost screamed with joy on the first image that displayed a person awake and moving around. This was followed by more images of awake and active people, which then formed into a holographic map of the Tri-State Area, with large circle encompassing a roughly 500-mile radius around the Upstate area.

For something to be able to affect that large an area and be able to KO a god and a Gamma Giant was unnerving. Fortunately, Ben was no stranger to danger and there were people counting on him. There are no doubt people in serious trouble if he didn't stop whatever was causing this quickly and put a stop to it.

"Is there any kind of pattern here that can help us find where the attack came from?" Ben asked the Computer Program.

"Analysing." JARVIS replied as it scanned through all the data presents. "Pattern found."

Ben leaned forward as JARVIS displayed video recordings of people falling unconscious from the psychic attack.

"The rate in which those effected by the psionic energy is 0.5 seconds traveling along the radius as the circumferences pulses outwards." JARIVS explained.

"In English please, Hal 9000." Ben replied sarcastically.

"The psychic waves rippled out like a stone being dropped in water." The A.I. dumbed down.

"Ok, great. So, what does that tell us?"

"From the rate of victims being affected. The source of the psychic attack appears to have originated from this location. A hospital in Upstate New York." The A.I. proceeded to display an image of the facility.

Finally, a lead he can follow. Ben got up and was about to leave, when one more questioned entered his mind.

"Um, JARVIS. Does that hospital happen to have a patient that's a woman with red hair?"

"Hospital records indicate a Jane Doe matching that description, was admitted to that facility several month ago." JARVIS responded.

"That's all I needed to hear. Thanks JARVIS. Keep an eye on the place, while I'm out." Ben ordered as he headed out.

That was the final piece he needed to complete this puzzle. It had to be her. It had to be Jean Grey.

Ever since meeting the X-Men, Ben had grown close with a few of them. Mainly the younger members like Shadowcat and Iceman. Laura was by far the closest to him of all the mutants, but she was mainly classified as a ghost member of the team. Showing up every once and while, but not really socialising. Unless it was with her father/genetic template Wolverine.

But one member that was almost as distant as Laura was Cyclops aka Scott Summers. Ben tried talking to the edgy loner, several times during his encounters with the team. But every time, Cyclopes pushed him away.

It wasn't until later that he learned that a couple months back, Scott lost the love of his life in an accident that happened at the mansion several months ago. Jean and the X-Men's leader, Charles Xavier both vanished without a trace, seemingly killed by an unknown attacker.

However, a few months later, the managed to find Charles alive but in a coma. And since they managed to find Charles alive, the one eye X Man had hope that Jean was out there somewhere as well.

Since he knew exactly what Cyclops was going through as he went through the same thing when he lost his family. Ben promised the edgy mutant that he would help find her. Today, it looks like he'd finally keep that promise.


A few minutes later XLR8 skidded to a stop just outside the Hospital. Looking around, he saw quite a number of MRD vehicles parked outside, along with a number of officers lying unconscious near them.

Didn't take the Alien Hero long to figure out what went down. One of the Doctors found out that their patient was a mutant and, in a panic, called the MRD, who then attacked her, leading to her getting scared and lashing out.

Hopefully, once he finds her and calms her down, this whole mess can be sorted out.

Dashing inside, the Alien Teen started searching the rooms, making his way up several floors, looking for any sign of the mystery patient he was hoping is the missing Jean Grey. As he looked, he contemplated turning back to normal in case his current form scared her.

(Oh, who am I kidding? She lived in a mansion with a giant blue beast man and a dude that looks like a literal demon. I doubt shed be scared of another blue guy with a tail.) He thought to himself as he continued through the medical facility.

After rounding another corner, he came face to face with a tall, beautiful woman, wearing a green, long sleave top that seemed to drop down on her right shoulder, brown pants and a gold chained necklace with a red pendant that had a golden X on it. But her most striking features was her shoulder length scarlet hair that shimmered like fire, contrasting with her green eyes that were mesmerising.

No doubt, this had to be the Jean Grey, Scott was talking about.

The Alien Teen raised his clawed hand and gave the woman a friendly smile as he waves.

"Hi there." He said cheerfully.

The Woman took one look at the alien being before her and her eyes went as wide as dinner plates before letting out an ear-splitting scream before bolting back down the corridor she came from.

"Get away from me!" She cried out in terror.

XLR8 blinked in surprise by the woman's reaction, then let out a sigh while dropping his shoulders in defeat.

"And the award for 'Worst First Impressions' goes too." He satirically stated aloud to himself, wondering what his next move should be.

Suddenly, the sound of a window breaking caught his attention. The noise came from the hall, the mystery woman ran down. Either the woman was so scared of him that she broke a window to try and escape? Or he's not the only one looking for her?

Dashing down the hall, XLR8 burst through the door at the end of the corridor and came across a strange sight. To his right, the beautiful red head was crouched on the ground, shaking with fear and to his left… Is the Angel of Death?

Literally, the man approaching him from the other end of the hall was a tall man with blue skin, with a red diamond gem looking thing in the middle of his forehead and no visible pupils in his white eyes. He wore a dark blue body suit with dark pink accents on the chest, arms and legs. But his most notable feature, were a pair of large, silver, metallic wings on his back.

His entire getup strikingly resembles the Angel of Death, whenever Ben would picture the figure in his mind.

Quickly glancing back at the woman, who was frozen with fear at the sight of this Walking Nightmare, XLR8 took a fighting stance in front of her. He considered taking her and running. But he wasn't sure what this guy was capable of, and he couldn't just run blindly into a situation, especially when it's not just his life on the line here.

"Look, Dude. I know you're probably really busy. But how about you skip reaping this soul and try somewhere else? I hear there are some mass murderers out there that'll really benefit from a visit from you." The Alien quipped.

The Angel of Death didn't react to the Aliens comment at all as he continued to march towards him, like a cold unthinking machine.

That thought alone sent chills up the Aliens spine as dark memories started to creep into him. For a moment the Angel of Death seemed to resemble another Cold Calculating Machine.

Quickly shacking off those thoughts, XLR8 managed to focus in time to see the Dark Angel raise one of his wings and flick it in his direction. As a result, dozens of metallic feathers launched from the wing like knives towards him.

Logically, his first instinct would be to dodge the attack. But he was aware of the frightened woman that was still behind him. While he could easily avoid the deadly projectiles, it's unlikely she would be able to do the same.

Time slowed down for the speedy alien as he focused all his efforts into his movements. As quick as lightning, XLR8 struck his clawed hand forth and struck the closest feather blade out of the air. He proceeded to strike another one and another, quick and precise in rapid succession. The Aliens arms moved like a blur as he knocked every blade launched at him from the air in the time it took a normal human to blink.

The hallway echoed with multiple clangs and dings of the metal feathers clattering to the ground.

The Angel of Death didn't even react to XLR8's impressive display as he simply raised his other wing to launch another volley. Not wasting any time, the Speed Alien blitzed forth and rammed both of his feet into the Winged Assassins chest, sending him flying down the hall and crashing into the wall, stunning the unknown assailant.

With his opponent temporarily down, XLR8 turned his attention back to the woman. She was still cowering on the ground as her eyes drifted between the Alien Avenger and Angel of Death. Fear still firmly planted in her expression.

XLR8 slowly walked over to her, an action that felt very strange to him and held out his hand to her.

"Sorry, I know you're scared. But I promise I'm here to help." He said, calmly with a warm smile.

She looked at his clawed hand and then locked eyes with him. Those emerald eyes peering into his soul, almost like she was trying to read him like a book.

Her expression softened and she hesitantly reached out her hand.

"Who… Who are you?" She asked, softly. Her voice shacky from shock.

XLR8 smiled as she gripped his talons and he pulled her up. "That's a pretty loaded question. Right now, call me XLR8. Don't worry if you forget it. I'll probably change it in about five minutes."

Her confused expression only earned a smirk from the Alien Speedster. "Trust me. It'll make sense later."

"What's your name?" He asked, hoping she would finally confirm his suspicions.

The woman then glanced down as she appeared to be concentrating. She then averted her eyes, as if she was embarrassed. "I… I don't know. I can't remember."

(Oh boy. That complicates things) XLR8 thought as he tried to figure out his next course of action. Odds are this is Jean Grey, but with her memory gone he couldn't be sure. In hindsight he probably should've asked to see a picture of the woman before he started looking for her.

Well, the next best thing would be to take her to the X-Men and see if that will spark any memories for her.

The moment was interrupted, when the sound over metal scrapping across hard floors drew their attention. The Dark Angel man was starting to regain consciousness. While the Alien Avenger thought about staying and finishing this creep off. His first priority is getting this woman to safety. She is clearly the target and the longer she's here, the more danger she could be in. For all the Teen Hero knew, there could be a whole flock of Rock Metal album covers, flying their way to this hospital.

"Time to run." He said to the Red Head as he picked her up in his arms and proceeded to dash down the halls to the exit.

They were just about to burst through the emergency exit staircase, when the door suddenly blasted to pieces in a bright flash of red light. XLR8 skidded to a halt as he put the woman down and stood in front of her defensively.

From the smoke cloud, emerged two figures. One a Man dressed in a long dark trench coat, wearing a balaclava that covered the top of his head, sides of his face and neck, but leaving his face exposed and wearing a silver metal mask, with a thin red lens.

The other was a Stunning woman with platinum blonde hair, woman with fair skin, pale blonde hair, and blue eyes complete with purple eyeshadow on the lids. She also possesses a curvaceous figure and long shapely legs. She wore a tank top that left little to the imagination, with long gloves that cover her entire arms. She also wore a cape and white jeans held by a belt and wears white heels.

Immediately XLR8 recognised them as Cyclopes and Emma Frost, members of the X-Men and exactly who the Alien Teen was about to go looking for. He thanked his lucky stars that they somehow managed to find this place and get here. And really lucky they weren't knocked out by the psychic blast. The X-Men must've been out of range. Though how they knew to come here of all places was beyond him.

But before the Alien could express his exhilaration, Cyclops took one look at the Alien and proceeded to raise his right hand to the side of his visor. The Alien Teen knew that was how Cyclops fired the energy blasts from his eyes. Only know did XLR8 realise that he probably didn't recognise him in this form. For all he knew, he was an enemy here to attack them.

It wasn't until Emma took one look at the Alien and he eyes widened, and she moved to intercept him.

"Scott, wait!" She shouted in her sultry voice. Even alarmed, she was alluring. "That's Ben."

Cyclops looked at her in surprise as he glanced back at the alien.

"Ben?" He asked, lowering his hand.

"Sup, Cyc?" XLR8 replied casually waving. "What's the deal man? I'm trying to do you a solid and you try and blast me? This how you treat all your friends."

"I'm sorry, Ben. I didn't recognise you." The One-Eyed Mutant apologised sincerely.

"It's fine." XLR8 casually waved off. "Guess I didn't show off this guy to you before. Just glad Miss Frost recognised me before you decided to blow me through the wall."

"Well, I did read your mind. But it was the familiar sensation of your psychic barriers that tipped me off. Quite a formidable defence you have." Emma complimented.

But before they could continue the conversation, Cyclops noticed the figure standing close behind the Alien Teen. His eyes widened behind his visor as his body froze from a brief moment as he saw her.

"Jean?" He gasped in shock. XLR8 stood aside to allow the X-Men to see the woman clearly. She glanced at the Alien Hero, who nodded in assurance.

"Jean!" Cyclops cried out as his body abandoned all restrained and rushed forward, arms open, prepared to embrace her after all this time.

"It's really you!"

However, Jean jumped at his exclamation and withdrew behind XLR8, startled by his outburst. But she kept her eyes locked on him as she kept her head peaking over the Aliens shoulder.

"Jean..." Cyclops stopped, confused by her actions towards him. "It's OK, I'm here. You don't have to be afraid."

In response Jean poked her head out a little more, still hesitant towards him but hearing his voice seemed calming to her and familiar.

"You know who I am?" She asked him, her voice still shacky.

"What?" The One-Eyed Mutant seemed visibly shaken by her question. It was pretty painful to watch from XLR8's position.

"Don't take it personally, Cyc. She lost her memory; she has no idea who she is." The Alien Teen explained.

Emma Frost nodded as she processed the information. "That certainly solved this puzzle. She never contacted you because she doesn't remember you."

Finally understanding, Cyclops calmed down and slowly approached Jean. XLR8 stood aside again, but close enough to the amnesic Jean for comfort. Given how he's probably the first friendly face she encountered today, he's the only one she really trusted, for now at least.

Reaching out, Cyclops took Jean's hand in his and gently cupped the hand in both of his, as if he were holding a baby bird.

"Jean, it's me, Scott." He said warmly, gazing into her eyes. "Look, I know you're confused, but I need you to come with me."

The more he talked, the more Jean seemed to relax around him. While, she couldn't remember him, she seemed to feel safe and comforted in his presence.

"Where?" Jean asked him.

"Home. I'm taking you home, OK?" He told her, with a warm smile.

In response her expression softened, and a small smile started to appear on her lips. The promise of home certainly resonated with her in a very strong way.

"OK." She whispered softly.

Suddenly, the sound of footsteps approaching caught the groups attention. They all turned and saw the Dark Angel man, walk around the corner. His blank eyes glaring at them as he raised his metallic wings.

"Oh yeah, I forgot to mention. We're not the only ones looking for Jean." XLR8 remarked as he got into a fighting stance.

Without hesitation, Cyclops raised his hand to his visor and unleashed a powerful red beam of energy from his eyes. The beam struck the Angel of Death, square in the chest, sending him rocketing down the hall, blasting through the wall on the far end and then plummeted to the street below, resulting in a loud crash from the impact.

"You know. I was kinda worried he might've been one of your friends. Thanks for clearing that up." The Alien Teen quipped.

"We need to move quickly." Cyclops said, without missing a beat. His tone both authoritive and gentle at the same time, both emphasising the urgency, but also keeping Jean calm. Almost sounding like a real leader.

Which was strange as, from what Ben had seen the few times he had visited the X-Men, It appeared that Wolverine is the leader of the team and Cyclops is the gruff loner dude who didn't respect authority.

But now that he's reunited with Jean, it's almost like a switch had been flicked in his personality. The Alien Avenger kinda liked this side of the Mono-optic Mutant.

As they walked down the flights of stairs, Cyclops glanced over to Emma Frost.

"You can help her, right?" He asked the White Telepath.

"I'll do my best." She assured him.

Given how limited his interactions with her had been in the past, XLR8 tended to forget that she was a very powerful telepath in her own right. With Bobby and Kitty both saying she was on the same level as Professor X and Jean.

Course Ben couldn't really base that on anything as he's never seen either of them in action. But from the way those two talked about them, it was a pretty big complement.

"So, Miss Frost." He started to say, catching her attention. "You're a telepath too, right?"

That question caused the Blonde Beauty to chuckle in amusement.

"I suppose you could say that. To put it mildly that is." She playfully responded.

"Then, is there anything you could do for all these people? Some are fine now, but after a while, I'm pretty sure a few are gonna be in trouble." He asked her in a concerned tone.

Even Jean looked around with a worried expression at the unconscious bodies around them as they walked by.

"Not to worry. They'll wake up on their own." Emma reassured casually. Though with that tone, it seemed like she didn't really care that much about the people around them.

But, considering that some of the people they're passing are MRD troops, he could understand why she'd be indifferent to them.

"I suggest we not be here when they do." She finished saying as she casually stepped over an unconscious MRD soldier.

As they walked outside Cyclops looked around the area, until his eyes landed on a shallow crater in the middle of the road.

"Angel...where is he?" He asked, slightly alarmed.

"Wait. So, his name really is Angel? With a name like that you'd think he'd be a little nicer?" XLR8 quipped. "Unless he…"

"There!" Jean yelled as she pointed to the sky.

Sure, enough the Ironically named Angel was divebombing the group, his metallic wings beating as he sliced through the air towards them. With a flick of his wings, metal feathers rained down on them.

Cyclops immediately moved to shield Jean, while XLR8 and Emma Frost stood in front of the pair to shield them. Taping the dial, XLR8 transformed in a flash of green light.

"Diamondhead!" The crystal alien roared. Upon seeing his transformation, Jeans eyes widened in shock. Even Emma Frost looked impressed by his new form.

He was about to move to protect Emma as well but stopped when he saw her entire body transform. Her smooth, flawless skin turned into clear, crystal, diamond-like features as equally flawless as her normal form. The more he spends around mutants, the more he understands why people keep thinking he is one.

Both diamond beings raised their arms and the feather blades harmlessly bounced off their crystal bodies.

As Angel flew over them, Cyclops got to his feet and fired a beam from his visor at the Winged Assassin. His beam, sliced through the side of a nearby building as he tried to hit the flying villain.

Just then, Diamondhead grabbed the Mutants hand and stopped his attack.

"Dude, are you nuts? There could be people in those buildings." The Alien Hero berated, for the one-eyed mutants complete disregard for collateral damage.

Unlike a normal villain fight, all the citizens are unable to evacuate the area as the fighting goes on. They are all unconscious and helpless, fighting at full force as they have been, will continue to put their lives in danger.

With Cyclopes attack, halted. Angel flew around for another attack run. As he did, Emma turned back to her normal form and held her hands to her head, placing the index and middle fingers on either side of her temples and closed her eyes as if trying to focus.

After a brief moment, the blonde telepath grunted in frustration while lowering her hands.

"His mind is shielded. I can't pierce it." She stated, after trying to shut down his mind with telepathy.

Diamondhead looked at the flying cutlery set and then to the group. Fighting here would only put civilians in danger. This Angel character appears to only be after Jean, so moving her away from the area, he would certainly follow. But first they'll need a head start.

"Ok, new plan. Get in the van. I'll clip bird brains wing's and give you guys a head start." Diamondhead ordered as he created a diamond shield that blocked another shower of blades.

"Are you sure?" Jean asked, concern in her voice. She had only just met the Alien Shapeshifter, but already showed concern for him.

"Please, it's a flying dude with metal wings. I'll be fine." The crystal alien stated in a cocky tone.

"Don't underestimate Angel. He's tougher than you think." Cyclops warned as he shepherded Jean towards their van, with Emma Frost in tow.

Diamondhead cocked his eyebrow in confusion at the One-Eyed Mutants warning. He fought alien conquerors, Time travellers and god-like beings. A dude with metal wings should be a walk in the park for him.

Turning to face his opponent, Diamondhead tapped the Ultimatrix dial and transformed.

"Big Chill!"

The Moth Alien quickly took to the sky to engage the Winged Assassin.

At first, Angel ignored the Alien Avenger and kept his focus locked on his target and dived towards Jean and the others. His laser focus made it easy for Big Chill to intercept him, tackling him mid-air and sending both tumbling across the sky, towards the ground.

Big Chill grappled with the Dark Angel, gripping his wrists as he tried to force him to the ground. His aim to freeze the Villain in place long enough to by some time and then go full throttle and take him down.

Suddenly the red gem on Angel's forehead glowed and his eyes narrowed as he glared at Big Chill. His blank soulless eyes instantly became focused as before the Alien Teen could react, Angel beat his metal wings, almost instantly stabilising their areal tumble and proceeded to ram his knee into Big Chills gut.

The Alien Teen doubled over from the sharp pain. Thanks to years of training and practice, he immediately went intangible just as Angel's wing blades passed right through his neck, nearly decapitating him had he not reacted as fast as he did.

The sound of tires squealing on concreate drew the Assassins attention as the X-Men pulled away from the hospital in their van.

Angel quickly flew to pursue them. Big Chill, taking a deep breath to recover from the Bird-man's strong attack before flying after him. While he didn't technically get the wind knocked out of him, due to Big Chill not needing to breath. Having something rammed into your gut at that force would be enough to send any organism into a daze.

Cyclops was right, this Angel guy was tougher than he thought. Clearly growing up with wings gave him more experience in aerial combat. The fact he also has enough blades on his back to make Wolverine jealous also helped.

Big Chill beat his wings as fast as he could, but Angel was simply too fast for him. Easily outpacing him. Acting fast, Big Chill took a deep breath, focused and spat an icicle shard from his mouth, striking Angel in his left wing.

The sudden impact on his wings caused Angel to stumble in the air, allowing Big Chill to catch up and blast a stream of ice on the wing, trapping it in a thick layer. With one of his wings frozen solid, Angel dropped from the sky like a rock.

Alien Teen dived after him, preparing to fully encase the Winges Assassin. Only for Angel to flex his frozen wing and shattered the ice instantly. Big Chill was stunned, that layer of ice was dense enough to pin a normal human in place for hours and yet Angel managed to break out with just one motion.

He was so shocked; he almost didn't notice Angel turning in mid-air and launching several feather daggers at him. Big Chill quickly turned intangible to allow the blades to pass through him. The Phantom alien remained intangible as he continued to dive at Angel.

The Winged Mutant swung his blade wings at the alien in an attempt to bisect him. Only for the blades to pass harmlessly through him. As the blades made contact with Big Chill's phantom form, ice immediately formed on the wings again, causing Angel to plumet the rest of the way to the ground. Landing with a loud thud and kicking up dust upon impact.

Not wanting to give the Dark Angel a chance to recover, Big Chill blasted a powerful stream of ice vapour from his mouth, quickly encasing the Mutant in a large block of ice. Making sure to really pour it on thick, after witnessing how strong Angel really is.

"Going straight to cutting me in half? Forget Angel, the way you act your more like an Archangel." Big Chill quipped, though the name really did sound pretty cool him.

Once he was sure the ice could hold long enough to provide a head start. Big Chill broke off his blizzard assault and took off after the X-Men

He easily managed to locate them, due to the fact that they are the only van that's currently moving on the road. He proceeded to swoop down alongside the van, momentarily startling Jean and Scott in the back of the car, while Emma simply gave the Teen Hero a nod as he phased into the passenger seat and turned back into Ben in a flash of light.

"Mister Tennyson, while I do appreciate your assistance. Must you put on such a display when you transform?" Emma politely complained as she slowed the Van down due to her vision being slightly impaired from the light's intensity.

"Sorry, it's involuntary. Believe me, I wish I knew where the settings for this is so I can turn it off." Ben admitted casually as he put his seatbelt on.

The Stunning Telepath sighed in response as she kept a cautious eye in the sky as she drove. "Did you take care of him?"

"I put enough ice of him to make a Mammoth jealous." Ben said jokingly, earning a scoff from the Blonde Mutant.

"Who is he?" Jean asked Cyclops.

Ben leaned back in his seat, also curious about the answer.

"Someone you used to know." Cyclops admitted, his tone grim as if reliving a bad memory. "He was a good friend to both of us."

Ben certainly was surprised to hear that. The Person he fought that tried to kill him and hunt down Jean, was actually a friend of hers. Clearly, something happened to change that.

"What happened to him?" Jean questioned, the weight of the revelation affecting her. Which Ben couldn't blame her. She was having a lot of information thrown at her in such a short time. A whole lifetime of a life she couldn't remember.

He was so amazed by it all, he almost missed Scott's answer.

"Sinister." Cyclops said with such venom.

"What?" Ben asked, unintentionally chiming in.

"That's the name of the man who changed him. Now he's after you." Cyclops stated looking at Jean.

The Red Head gasped in fear while the Teen Hero just raised an eyebrow confused as that explanation revealed nothing about who this guy is. Cause with a name like Sinister, Ben was kind of expecting a little more to go on.

But he decided not to speak up as Jean looked pretty freaked out already. The One-Eyed Mutant placed a comforting hand on her shoulder and looked her in the eye. While the eyes were hidden behind that visor. Somehow even Ben could feel the confidence in his eyes.

"Jean, don't worry. I won't let him get you." He told her in a determined tone.

"Here he comes." Emma suddenly spoke up.

Ben's head snapped forward as he saw Archangel's reflection in the rear-view mirror. The Teen Hero was slightly stunned, he was not expecting the Winged Assassin to be on them so quickly. Least this way, they were far away from the city and civilians.

Emma swerved the Van off the nearest exit, the road then climbed up to an overpass bridge for the freeway. Ben kept his eye out for the Dark Angel as he watched the flying mutant dive down under the overpass and out of sight.

The Teen Hero quickly reached for the Ultimatrix and started selecting an alien.

"Time to ground this bird." Ben said in a cocky tone.

"A better time would have been back in the city." Emma pointed out.

"There were too many people in the crossfire." Ben shot back, really not liking this woman's attitude. "I can't fight him, keep him away from you and protect unconscious people all at the same time. Out here I can at least…"

His rant was interrupted when the road shook, causing the van to swerve. Emma then gasped and the Teen Hero looked forward and his eyes widened.

The road was gone. As in broken away due to the overpass collapsing from Archangel destroying one of the support columns.

Everything happened so fast as Ben tried to reach for his watch, only for Emma to slam on the breaks causing everyone to jerk forward. But, the vehicle couldn't slow down fast enough as it skidded over the edge and plummeted to the street below. The van impacted hard and started tumbling down the rubble before finally coming to stop, lying on its side.

Everyone was shaken and a little bruised from the ordeal. Ben felt like he understood what his clothes go through whenever he puts them in the washing machine. His head was pounding, and he couldn't tell which way was up. Once his head cleared enough for him to realise the van was on its side, did things start to make sense.

He was about to ask if the others were ok, only to hear them rustling about in their seat. The Young Hero groggily looked up to see the others already moving and trying to get free. No sign of dizziness of other signs of injury from the fall. Seems Mutants are more durable than the Young Hero initially thought.

Outside Archangel flew down to the van, ready to collect his prey. Only for the car door to get blasted off its hinges and sail past him.

The Dark Angel glared down at the vehicle and saw Cyclops emerge from the van. Archangel prepared to attack, but Cyclops was quick to the draw and blasted him in the chest with his optic beams, sending him flying.

Cyclops jumped from atop the van and turned to face it.

"Hang on!" He shouted to the occupants as he adjusted the controls on the side of his visor and fired a smaller beam from his eyes. The crimson beam struck the top edge of the vans roof. But instead of cutting the metal or blasting it to pieces. The beam pushed the van into an upright position.

Cyclops quickly ran to the van and jumped inside.

"Go! Go!" He cried as Emma floored the accelerator.

Ben was impressed by how quick and controlled Cyclops was during all of that. Not only temporarily disposing of Archangel is a quick manner, but also controlling his beams so they wouldn't hurt anyone inside the van. Gotta give the man props for his level of self-control.

"Well, can't let you have all the fun, Cyc." Ben quipped as he undid his seatbelt and activated the watch.

Emma scoffed at his immaturity. "Must you act so boorish?"

"Only when its fun." Ben replied giving her a playful wink. "It's Hero Time!"

Ben proceeded to open the Van door and jump out, slamming the dial down as he did so.

"LODESTAR!" The Alien cried, emerging from the green light.

The magnetic alien landed on the road and got into a fighting stance, just as Archangel took to the air again and flew towards him.

"Let's pluck this turkey." Lodestar quipped as he raised his claws.

Magnetic waves rippled from his claws to the Angel of Death, quickly enveloping him. But, Lodestar quickly realised that he couldn't feel his magnetic forces acting on the wings. Normally Lodestar could feel a strong connection with a metal object, like grabbing an item with a thick glove on. With Archangels wings, he felt like grasping air. Which can only mean one thing.

The metal in the wings isn't magnetic.

"Dude, what are those things made of?" He asked rhetorically in shock as Archangel fired his feathers at him.

Lodestar quickly targeted two nearby cars on either side of him and generated a magnetic field before crossing his arms. Immediately the doors of the cars were ripped off their hinges and flew to his defence to block the feathers like a shield.

Archangel proceeded to fly over the magnetic alien and pursued the X-Men.

Not wanting to be left behind, Lodestar used his door shields as a platform as he levitated himself after them. The Van screamed towards a tunnel and entered before Archangel could catch up. Forcing the Flying Mutant to soar up and over the hill the tunnel cut through. Lodestar, continued after the X-Men through the tunnel.

Upon entering the underground road, Lodestar could sense all the metal in the structure around him and dropped his car door platform and flew on his own. There was enough metal around him to allow his magnetic abilities to allow him to levitate unaided. In fact, the more metal around him, allowed him to move much faster.

However, it seemed he didn't need to speed up as it appeared the X-Men were coming back to him. The Alien Avenger seemed confused by their backtracking, only for him to notice Archangel was flying behind them, having flown over the hill to cut them off on the other side.

Lodestar increased his magnetic forces and boosted his speed, aiming to ram into Archangel like a projectile from a railgun.

The Winged Assassin saw the Magnetic Alien approaching him and the gem on his forehead glowed again. With the flick of his wing, Archangel fired metal projectiles at the X-Men's van, popping the back tires of the vehicle, causing it to lose control.

Lodestar saw the trouble the Mutants were in and immediately stopped his advancement and dropped to the ground, just as the Van, skidded into a stationary vehicle and flipped into the air.

The Alien Hero raised his arms in order to use his magnetic waves to catch the vehicle and lower it to safety. But, Archangel intercepted him and launched a metal feather from his wing, striking Lodestar in the head, knocking it off his body and flying into the windscreen of the car behind him.

Without his head, Lodestars body started flailing around wildly, just as the Van slammed into it, knocking it down as the Van crashed and tumbled into a wreck in the tunnel.

Lodestar's vision spun and his pain felt unbearable. He felt like he just got flattened by the Hulk after being hit in the face by a baseball. His position in the windscreen certainly didn't help as from the angle he was positioned, everything looked blurry from the broken glass. He could make out a dark fuzzy image approaching a larger blur, with a bright light atop of it and pull out two other blurs before flying off.

Didn't take a genius to figure out that he just saw Archangel take Jean and someone else, possibly Cyclops out of the Van and escape.

The Alien Teen angrily berated himself. How could he let his guard down like that for Archangel to blindside him so easily? Worst is he can't go after him, cause his useless body is nowhere to be seen and even if he could see it, he can't get to it cause he's helpless in this condition.

Suddenly, he remembered someone else was in that van. If Archangel took Jean and Cyclops, then that would leave.

"Emma!" Lodestar shouted to the blonde telepath.

No response. Meaning she was likely unconscious from the crash. The light he saw atop of the van could mean that the vehicle was on fire and any minute now, it could explode, putting her in serious danger.

Lodestar needed to act fast. If he didn't, Emma could die. But what could he do, with his head separated from his body, he's helpless and can't do anything….

No. This was no time to be thinking that way. A woman's life hangs in the balance. He won't let his mind be bogged down by negative thoughts like that. He can save her. He WILL save her.

Closing his eyes, Lodestar focused as hard as he could. Searching for any kind of sensation that can link him to his body. His head is connected to his body through magnetic waves the body generates, but he senses those magnetic waves with his mind. Magnetic fields get weaker the further away they are from each other, but the stronger the field the bigger the range.

A body without a head, trying to survive, would definitely trigger a fight or flight response, meaning that magnetic field would be very large at this point. Suddenly, he felt it, a small pull like a fishing line in the water. Lodestar mentally grabbed onto that line and started reeling it in. He could feel some resistance, but he didn't let up as he pulled harder and harder. The more he did, the stronger he felt the force pulling back against him. Harder and harder he pulled, until suddenly Lodestar's head, popped right out from the windscreen of the car and landed snuggly between his shoulder blades, like a magnetic paddleball.

With his body now in one piece, Lodestar turned to the Van, which was upside down and on fire, due to the fuel line igniting and an unconscious Emma in the driver's seat.

Moving fast, Lodestar generated a magnetic field that ripped the car door off the van and undid her seatbelt, allowing the slender woman to fall safety into the Alien Teens arms as he carried her away from the burning vehicle just moments before it exploded.

Soon after, the Blonde Beauty coughed as she regained consciousness and Lodestar gently placed her on the ground.

"Dear me. What happened?" She asked, slightly dazed.

Lodestar lowered his head in shame. "I'm sorry, Angel took Jean and Scott."

Emma's eyes widened at the news, but noticed Lodestars claws shaking in rage.

"It's all my fault. I let him get the drop on me and I couldn't do anything. Now they're gone and you almost got blown up!" He angrily berated himself.

The Blonde Mutant raised an eyebrow at his statement and glanced back at what remains of the Van. True to his word, the vehicle looked as if it had just succumbed to a fiery end. Had she still been inside the van at the time, it's possible she may not have awoken before detonation and assumed her diamond form. This human, this man, saved her life through no alternative motivation other than he wanted to.

Her expression softened as she reached out and placed her hand on his shoulder, attracting his attention.

"Do not blame yourself. In hindsight there are many strategies we could have utilised. Dwelling on what we could have done, will help no one." She told him in a comforting tone. Lodestar didn't respond as he simply closed his eyes and seemed to be deep in thought.

Emma could sense the turmoil going through the Young Hero's mind. She could also tell there was something deeper stirring in his mind.

"And for what it's worth… Thank you. For saving my life." Emma said genuinely.

Lodestar raised his head and looked at her, surprise in his eyes. He did not expect that from the Ice Queen.

If he could move his mouth, he would've smiled at her. But, Emma could sense the elation in his mind as he nodded to her.

"You're welcome." He responded.

Emma smiled at him as they staired at each other for a moment. Then the Blonde Mutant dropped her gaze and cleared her throat awkwardly.

"Course, I would have been fine. My diamond form would have protected me." She stated in her usual cold tone, trying to save face.

The Alien Hero chuckled at her antics; seems she wasn't ready to completely open up to him yet. He then taped the dial on his chest and turned back to human.

"So, what's the plan now?" He asked. "I don't suppose you know where this Sinister guy is hiding?"

"I'm afraid not." Emma admitted, shaking her head. "But perhaps I could locate them, using Cerebro."

Ben nodded in understanding. He remembered the mutant tracking machine the X-Men used. It found Whirlwind the first time he saw it, no doubt it'll find Jean and Scott just as quickly.

"Ok then, let's get you to the mansion." Ben said as he activated the Ultimatrix and transformed into Fasttrack, shouting the aliens name as he did so.

He approached Emma Frost, who flinched a little and retreated from him. The Alien Teen mentally slapped himself as he realised his blunder. A woman like Emma, with the looks and figure of a supermodel and from the way she carries herself, likely ran in rich, upscale circles like Tony and Janet. She definitely would've had some bad experiences with some self-entitled men, who saw her only as a pretty face and a prize to be won or bought.

The kind of men that make Ben sick. Not only do they mistreat woman but tend to give the rest of his gender a bad reputation.

Upon realising his mistake, Fasttrack stepped back and raised his hands in a placating gesture.

"Sorry. But, may I?" He asked politely.

Emma looked the Alien Teen up and down. She didn't need telepathy to tell what most men were thinking around her. But with this Shapeshifter, while it was clear he found her attractive. His mind hasn't once delved into any lude or any kind of deviant fantasy. His mind was always focused on the mission or the wellbeing of others. Even now, he actually paused to consider her feelings rather than leap at the opportunity to place his hands on her body, as some men in his position would. It was quite refreshing in the Blonde Telepaths mind.

"Very well. But I will only allow this once and you had best watch those hands." Emma replied with a serious tone at the end.

"Will do. Just don't complain when your hair gets messed up. Not much I can do about that." Fasttrack stated snidely.

He gently scooped Emma into his arms, taking great care to not be forceful and also to not grab anywhere inappropriate. The softness of her skin and the fabric of her clothing certainly got the hairs on his fury body to shudder. Once she was settled, Fasttrack took off to the X-Mansion.


In under two minutes, the pair arrived outside the main entrance to the mansion. The Alien Teen placed the Blonde Telepath on the ground. To his amazement, she simply brushed her hand through her hair and the golden locks fell perfectly back into place. The Young Hero made a mental note to never introduce this woman to Carol, Jessica or any of the other women in his life, with the exception of those who live in this very mansion.

Turning back into Ben, he followed Emma inside where they found Nightcrawler, passed out on the steps, upside down. In similar manner to how Ben found Hawkeye earlier.

Ben watched as the Elegant Mutant walked over to him, crouched down and placed her hand on his forehead. A few beats passed and Nightcrawler groaned as he awoke from his slumber.

Neither Ben nor Emma wasted time catching the demonic looking mutant up with recent events. The moment he heard that they found Jean, the teleporter leapt into action, vanishing in a puff of smoak as he searched the mansion for any of the X-Men within the walls for Emma to awaken.

He soon teleported back, grabbed both by the wrist and teleported them into the Blackbirds hanger. The sudden rush made Ben feel a little woozy. Teleporters really do a number on him.

"Over there." He pointed ahead.

Looking where he gestured, Ben saw the unconscious bodies of Wolverine and Forge underneath the aircraft. Tools were scattered around the pair, indicating that they were performing some maintenance on the Jet before taking a psychic powernap.

Emma quickly awakened both of them, before having Nightcrawler teleport her to Cerebro. Leaving Ben to deal with catching the drowsy mutants up. He just hoped Wolverine was a morning person.

The clawed mutant groaned as he rubbed his head. Opening his eyes, he focused on Ben and raised an eyebrow as the Teen gave him a nervous wave.

"Ben? The heck are you doin here, kid?" Logan growled in his signature grizzled voice.

"Long story. I got good news, bad news and really bad news. In that order." Ben replied.

"I can't believe it. All this time, Jean was just a two-hour drive away." Forge exclaimed, flabbergasted as he, Logan and Ben entered Cerebro's chamber as Emma powered it up.

"World is a small place, dude." Ben stated as Logan walked up behind Emma.

"Frost, you think you can find her if she's not using her powers?" The Savage Mutant asked in a deadly serious tone.

Ben noticed the sudden change in his usual attitude the moment he told him that they found Jean. Somehow Logan's piercing gaze became even sharper as he practically ran to Cerebro. Clearly Jean meant a lot to him as well.

"It's Scott I'm looking for. I'll know him immediately." Emma stated as she put on the helmet in order to amplify her psychic powers with Cerebro.

From what Ben understood about Cerebro, it's easier to locate a mutant if they are using their powers. So, looking for Cyclops is actually a pretty smart move as unlike other mutants, his mutation can't be turned off and is going constantly.

"Come on, Scott. Where are you?" Emma said in a worried tone.

Ben tapped his arm as he waited. Figuring it might be a while before Emma locates the missing X-Men, Ben figured this would be a good time to get some questions answered.

"So, who is this Sinister guy anyway?" He asked.

Wolverine glanced back at the teen with an angry expression. Though Ben could tell the anger was not directed at him.

"Mr Sinister, is a mutant mad scientist. He kidnaps mutants and experiments on them, collecting mutants with particular powers and taking DNA samples. All to make some kind of perfect mutant or something like that." Logan explained.

"Cyclops said, that Angel guy we fought, with the metal wings. He's one of Sinisters experiments?" Ben asked.

Logan nodded. "His name was Warren. He used to be a friend. One of the first mutants Charles ever taught here and also part of the original X-Men team. Along with Jean, Scott, Hank and Bobby."

Ben was certainly taken aback by that revelation. This guy was an original X-Man, he was there from the start. When Cyclops said he was a friend, he didn't realise it was at that extent. From how Bobby talked about the early days of the X-Men, they were practically like a family.

The young Hero started to wonder how he would react if one of the Avengers ever turned evil? Would he be able to hold it together like Cyclops did today? It's a thought he hoped he would never have to deal with.

One thing was clear to him. This Sinister character was a monster, kidnapping and experimenting on people. In the name of what, Science? No person should ever be reduced to being a lab rat. Especially when it seems to further no other goals but his own. Taking someone like Angel and turning him into some mindless assassin, robbing him of his humanity and free will. It made his blood boil.

The sound of Nightcrawler poofing into the room, broke the Teen Hero out of his stupor as the demon-like mutant placed the unconscious Iceman and X-23.

Ben immediately rushed over to Laura's side. He didn't like seeing her in this state, even though he is aware that she's not in any danger. He couldn't help but feel protective as he knew she would feel the same about him.

"They are the only two I found in the mansion." Nightcrawler reported.

"What about Tildie and Petra?" Forge asked, referring to the two young mutants that are residing within the school.

Nightcrawler immediately adopted a guilty expression as the slapped his forehead "My apologies. I meant to say, they are the only two X-Men I could find within the mansion. The Mädchen are currently resting in their respective rooms. Safe, I assure you."

Logan nodded. "Nice work, Elf. Once Frost fines One Eye and Jean, she can wake em up. Well need all hands-on deck if we're gonna save them."

He then turned to Ben, who was still crouching beside Laura.

"Look, ET. I know this ain't your fight. But..."

"I'm in." Ben interrupted, answering the Mutants question without him even asking, without hesitation. "There's no way I'm gonna stand by while you go off to save the day. I'd be a pretty lousy hero if I did that." He finished with a smirk.

Logan smirked back at the Teen. On of the things he likes about the Alien Shapeshifter, was his determination and never-back-down attitude.

"I found him!" Emma suddenly spoke up, grabbing everyone's attention. Emma typed some keys on the control panel and the holographic imagery zoomed in on a map of the State, enhancing on an old observatory station.

"That's just outside of town." Forge commented.

"Let's not waste time. Frost, wake these two and get to the Jet. Take off in one minute!" Logan ordered as he started running out of the room.

"Um, but Logan. The pre-flight checklist will take at least…" Forge started to say, nervously.

"I said one minute!" Logan snapped back, causing the Mutant Mechanic to jump out of his skin as he swiftly dashed out the door.

"One minute to take-off. Roger!" He screamed, the sound of his metal foot, clanging down the hallway as he sprinted to the hanger, echoed down the hall.

Nightcrawler teleported out of the room, leaving Ben alone with Emma and the unconscious Bobby and Laura.

The Blonde Telepath knelt down and touched Iceman's forehead to wake him up. She then turned to Laura and her hand retracted slightly and a look of disgust appeared on her face as if the Mutant Clone was covered in mud or something. This earned a look of confusion from the Alien Avenger, as Emma briefly locked eyes with him. She then sighed and placed her hand on Laura's head.

A few seconds later and Laura's brow started to twitch. Emma stood up and walked away as Ben moved closer to her and leaned over. The Blonde Telepath paused at the door frame and looked back at the Teen, a cautious look on her face as if she was waiting to see what was about to happen.

The raven-haired mutants eyes snapped open and her hands twitched sharply, clenching into fists. She took a sharp inhale and her eyes locked onto Ben. Her body immediately relaxed and she sat up and wrapped Ben in a hug.

Ben chuckled and hugged her back. His eyes drifted up to Emma, still staring back at them from the doorway. A sigh escaped her lips as she turned her back to them and walked out of the room.

"Glad to see you too, Laura." Ben said, patting her on the back, causing her to release her grip.

A groan caught his attention as Bobby sat up, rubbing his head. The Cryo-Mutant glanced over to the Alien Teen and Mutant Clone as they finished their hug.

"Oh sure, you wake her up, you get a hug. I wake her up, almost get my eyes clawed out." Bobby said sarcastically.

Ben chuckled, while Laura remained stoic.

"Your voice sounded similar to Bens. I assumed that you were mocking him." Laura stated bluntly.

Ben and Bobby shared a look of confusion before turning their attention back to Laura.

"I sound nothing like him." Both Bobby and Ben stated, causing Laura to look between them, a single eyebrow raised.

"I am aware." She simply replied.

"Right… So, someone wanna tell me why I'm waking up in the middle of Cerebro?" Bobby asked, confused.

Laura looked to be, her face implying that she too wanted answers to her current situation.

Ben expression turned serious as he stood up, offered Laura his hand which she took, and he pulled her up.

"I'll explain on the way. Right now, we need to get to the X-Jet." Ben replied as he led to two X-Teens out of the room.


"I just can't believe it." Bobby said for the fourth time since Ben finished catching him up.

They were all sitting in the X-Jet as the engines roared to life as it prepared to take off. Most of the older members of the team were silent and tense, while the younger heroes talked in the back.

Ben could tell this news was hitting Iceman, hard. His relationship with Jean was similar to Bens own relationship with Janet. Only for Bobby, there is a much bigger history. Jean was like a big sister to him and helped him grow in many ways, accepting who he is as a mutant when his own family couldn't. Losing her was one of the hardest moments in his life, even though he tried so hard to hit it with his humour.

But not even the best stand-up comedians could cover up the emotions the young mutant was feeling. He was about to go and rescue his big sister from someone he considered a brother.

"I know man." Ben replied, doing his best to comfort him. "But we'll get her back. Cyclops too."

"But what about Warren?" Bobby asked.

Ben dropped his gaze as he contemplated how to respond. This Sinister guy, messed with Warren's head. Perhaps there could be a way to undo the mind control and free him?

"Do not make a promise you cannot keep, Ben." Laura's voice suddenly spoke up beside Ben.

The Young Hero looked at her, as she held her stoic expression. "You were going to promise to rescue Warren as well as the others. But that is too much for one mission. Also, you do not know how deep his conditioning is. You may not be able to break Mr Sinister's control." She stated bluntly.

"Hey he broke your mind control, right?" Bobby argued, with a hopeful tone.

"The situation was different. I was under the influence of a chemical agent designed specifically to affect me. I lose my mind and all sense of self, giving into my rage. Warren, is different. His cognitive function is still intact, but he is a slave to his master's will." Laura explained. "Had I undergone that same procedure. I doubt Ben would have been able to free me."

"But there could be a chance the real Warren is in there, right?" Ben asked.

"Possible." Laura replied, without hesitation. "However, depending on the method of control, it will take time to free him. Time we do not have as Mr Sinister could have a way of recapturing Jean and could even capture Ben."

"Woah what? Why me?" Ben asked, puzzled.

"Mr Sinister, experiments with DNA and genetics. Your Ultimatrix contains One Million, Nine Hundred and Ten alien species. I do believe, he would find such a device interesting." She simply stated.

Ben looked down at the device on his wrist. He let out a sigh in defeat. Laura was right, someone like Sinister would find the Ultimatrix interesting and would certainly try to capture him if the opportunity arose. Which might happen if Ben attempted to save the X-Man formally known as Angel, while in an unknown location fighting an unknown villain.

The mission should just be, getting Jean and Cyclops and getting out. He can work on saving the Winged Mutant another day.

The Jet rumbled as the hover systems where activated. Wolverine stood up and turned to the team.

"According to Frost, were right over them. You all know what's at stake here. But I don't want any wildcards here. We get in, get Jean and Scott and get out. Got it?" The gruff mutant barked at the team.

Everyone nodded as he pulled his cowl over his face and opened the ramp on the jet. Wind roared out as the X-Men and Ben looked down on the observatory below them. Ben notice that Forge had armed himself with some kind of cannon mounted on his left arm. Jean, really was something special if even the teams mechanic was willing to get out of the workshop for a rescue mission.

"Mind if I knock?" Ben asked to the team leader.

Wolverine nodded in approval as Ben smirked and jumped out of the aircraft, freefalling to the building as he activated his Ultimatrix, selected his alien and slammed the dial down.

"ARMODRILLO!" The alien cried out as he pumped his jackhammer arms to generate vibrations, giving his punch some extra kick to it as he smashed into the building, bursting through the roof like a living bomb.

Upon his first strike, Armodrillo felt the vibrations flow through every part of the structure. A little trick the Alien Hero started to pick up with this form after being inspired by some of Tony's science experiments and a TV show Carol turned him onto. Using the vibrations he generates, Armodrillo found he could sense where objects and people are like a 3D map. A type of seismic sense.

Though the Alien Shapeshifter still hasn't perfected the technique yet, so objects were a little fuzzy in his head. He found he could visualise the area in a clearer picture when it was darker. But, right now he could pick up a large number of humanoid shapes in the lower levels of the building.

So, without any hesitation, Armodrillo pounded the floor and tunnelled through the building until arriving at his target with a loud crash.

As the dust cleared, Armodrillo saw Archangel standing over the two operating tables, with Cyclops and Jean strapped to them. His metal wings raised as if preparing to behead them both. Jean was unconscious, while Cyclops struggled against his restraints.

"Hey, Bird Boy!" Armodrillo snarled at the Winged Mutant. "Back off, now!"

A sudden puff of smoke and Nightcrawler teleported in with the other X-Men. Wolverine and X-23 snarled as they unsheathed their claws and the other mutants got into a fighting stance.

"You heard the kid, Bub." Wolverine growled at him.

"Let's make this easy on everyone." Nightcrawler said in a warning tone.

"Because we are not leaving without them." Emma Frost added, threateningly.

The team barely took one step forward before they suddenly felt a wave of nausea wash over them. Their legs turned to jelly as they all dropped to their knees.

As the Alien Avenger fought against the throbbing pain in his head, he looked up to see a group of people move into view, between him and Archangel.

There were four in total. The first was a skinny woman with short lime green hair, with green eyes, wearing a shoulder less, skin-tight leotard with a ripple-like pattern on it with lighter and darker green. Armodrillo saw her holding up her right hand as it appeared the air became distorted around it as his dizziness increased. Her name was Vertigo.

Next to her stood a man of average build, with purple hair that grew down to his neck. He wore a black skin-tight suit, with silver armor that covered his chest and left arm, with only a gauntlet on his right. A brown leather puldron covered his right shoulder, with a sash running around the front of his chest with utility pockets lining it. His name was Arclight.

After him was a tall burly man, with a broad build. With several piercings in each ear, what appear to be two lines of horns running down his bald head. He wore a brown singlet that barely fit his body and a pair of jeans. He wore black, spikes cuffs on each arm along that matched his black belt. His name was Blockbuster.

The final man in this group, was average height and build, wearing a full body suit, green in colour, with dark brown on the gloves, belt and boots. The suit had an odd pattern with a large circle on his chest, that seemed to divide into several smaller circles below it. He was Multiple Man.

These new opponents were known as the Marauders, Mr Sinsters personal minions. They advanced on the team, while they were all immobilised by the sudden case of vertigo.

The X-Men and Avenger tried to fight against the affects, as Arclight crossed his arms and his right hand started glowing with purple energy. The villainous mutant then slammed his glowing fist into the ground, generating a powerful shockwave that blew the X-Men across the room. Armodrillo was unaffected by the sonic attack as his body is naturally resistant to vibrational attacks.

The other Mutants, weren't so lucky as flew across the room, their minds and body's now spinning from the combined attacks. Emma was unfortunate enough to be sent flying into Blockbusters huge frame. The impact was like hitting a brick wall, knocking the elegant woman out instantly.

Armodrillo was the first to stand up, the dizziness in his head subsiding as the shockwave managed to clear most of the fog in his mind. He glared at the villains and raised his fists to face them.

"So. Which one of you freaks is Mr Sinister?" The Teen Hero asked.

The group smirked and chuckled at his question.

"Mr Sinister has better things to do than deal with you." Arclight stated as his hand glowed with purple seismic energy.

But before he could strike the ground again, Armodrillo retracted his claws into his arm and rammed the appendage into the ground, generating a seismic wave at the Evil Mutants, knocking them off their feet, just as they did to the X-Men.

"Shame about that. Really wanted to introduce him to my fists. But I guess they'll just have to settle for you. Fair warning, they're not big of personal boundaries." The Alien Teen threatened with a smirk.

Blockbuster grunted as he got up. Then let out a loud bellow as he charged the Digging Alien. Armodrillo charged at him and they clashed, locking hands and used their impressive strength to try and out muscle each other.

Wolverine managed to regain his senses as he got to his feet. He saw Armodrillo grappling with Blockbuster with the other Marauders advancing on him. However, Archangel kept his attention on Cyclops and Jean, his metal wings preparing to slice the pair into ribbons, no doubt due to Sinister's commands.

Without a second thought, Wolverine unsheathed his claws and lunged at the winged assassin. The sound of metal clanging against metal rang out as Archangels wings struck against Wolverines claws as he prevented the Angel of Death from dropping the guillotine on his friends.

Wolverine snarled like an animal as he forced Archangel back. The Winged Mutant glared at the Savage Mutant as he swiftly charged him and swung his right wing at him. Wolverine blocked the strike and countered with a slash of his own claws. Archangel blocked with his left wing and the pair proceeded to engage each other in a duel of wings and claws, each combatant striking with impressive speed and skill as they fought.

As Wolverine kept Archangel's attention, Nightcrawler, Iceman Forge and X-23 got to their feet and saw the remaining Marauders advancing on Armodrillo. X-23 snarled at the sight of her friend being ganged up on and charged forth.

Arclight saw her advancing and charged his fist up for another attack. Only for Nightcrawler to appear in front of him in a puff of smoke and kick him in the face, catching him off guard and breaking his concentration.

This allowed X-23 to leap onto Blockbusters back and stab her claws into his shoulder blades. The muscle-bound mutant roared in pain as he released his grip on Armodrillo and started flailing wildly to try and get her off.

Leaving him open for Armodrillo to deliver a powerful punch to his face, knocking him back. The Alien Teen attempted to advance on his opponent only for Multiple Man to get in his way.

The Mutant Marauder punched his hand into his fist and the circle patterns on his suit glowed and he immediately divided into two identical copies of himself. The clones did the same manoeuvre several times before Armodrillo was looking at a squad of a dozen clones.

The small army all leapt at the large alien, piling on top of him and attempted to bring him to the ground. Course, the Aliens incredible strength, easily allowed him to throw them off, only for Multiple Man to create more clones that continued to gang up of the Alien Shapeshifter.

Help came for the Teen Hero, in the form of Iceman. Who blasted beams of ice from his hands, instantly freezing multiple clones at once, giving Armodrillo the opportunity to throw the others off him.

"Thanks for the save." Armodrillo said to the Ice Mutant.

"No prob. This guy really needs to chill out." Iceman quipped. Earning a laugh from the Yellow Alien. He really appreciated having someone else that shared his sense of humour.

Tapping the Ultimatrix dial, Armodrillo transformed into Spidermonkey, crying the aliens name out as he did so. Using the Arachnichimp's agility and strength, he swiftly punched his way through the Multiple Man clones, trying to find the original. Webbing several up to restrain them, while Iceman froze the rest.

Meanwhile X-23 continued to attack Blockbuster, who was thrashing around like an angry bull trying to shake her off. But her small fame and his large arms, made it impossible for him to reach her as she drove her claws into his back.

He then resorted to ramming his back into the walls to try and get her off, but her healing factor, combined with her incredibly high pain tolerance, rendered that strategy pointless.

Suddenly a wave of nausea washed over the Female Mutant as she glanced over to see Vertigo, using her powers to throw off her equilibrium. This overwhelming sensation caused X-23 to loosen her grip on Blockbuster, allowing him to finally grab her and wrench her from his back and slam her into a nearby table, breaking it in half, along with shattering several bones inside the teens body.

Hearing the cracking of bones caught Spidermonkey's attention and he turned to see Blockbuster, standing over X-23. Her leg bending at an unnatural angle and she was hardly moving.

Rage poured into the Alien Heroes veins like fire. While it may appear to some that Laura's protective behaviour towards Ben, bothered the Teen Hero. The truth is, he is just as protective of her as she is of him. Seeing her in this state, caused something inside the Alien Avenger to snap.

Reaching up one of his left arms, Spidermonkey tapes the Ultimatrix dial, causing four spikes to pop out of the sides.

"Ultimate Spidermonkey!" The evolved alien shouted.

Meanwhile, with X-23 down, Blockbuster turned his attention to Forge. The Mutant Techy raised his arm cannon as the hulking mutant advanced towards him. The cannon opened up to reveal a multi-barrel minigun type of weapon, which then proceeded to extend a central barrel along with a targeting sight.

"Come on, come on!" Forge urged his weapon to deploy faster. Due to his inexperience in the field, the Mutant Tech-head failed to take his weapons prep time into consideration when he designed it. Leaving him at the mercy of the Super Strong Marauder until his cannon finished deploying.

Just then a primal roar drew both X-Man and Marauders attention as Ultimate Spidermonkey charged at Blockbuster. The Strong Mutant braced himself for the impact. Ultimate Spidermonkey cocked his right fist and sent a powerful haymaker into Blockbusters crossed arms.

The force of the punch blew right past Blockbusters defence like it was nothing and sent the Muscle-bound Mutant flying off his feet, sending him screaming to the other side of the room, denting the wall from the force of Ultimate Spidermonkey's brute strength.

Ultimate Spidermonkey advanced on Blockbuster, not finished with him yet.

Vertigo looked to her teammate in shock, the overwhelming power of this being sent the Marauders muscle flying like it was nothing.

Blockbuster groggily got to his feet to see the angry Alien advancing towards him. He tried to attack with his own right hook, only for Ultimate Spidermonkey to catch the fist with his paw. The Alien Teen then punched the Muscle Mutant in the face, still holding onto his hand to keep him in place as he whaled on him.

Seeing her teammate in trouble. Vertigo used her powers to try and disorient the Alien Avenger. Her nausea inducing powers took their effect on the Evolved Alien, giving Blockbuster the chance to counterattack. Punching the Alien several times in the face, forcing him back.

Luckily, the Shapeshifter was saved thanks to a psychic blast from Emma Frost. The Blonde Psychic had regained consciousness and used her psychic abilities to attack Vertigo's mind, breaking her concentration and freeing Ultimate Spidermonkey, who had almost tripped over his own spider legs, he was so dizzy.

Vertigo turned to face the Telepath, but was quickly dispatched by another psychic blast. The attack felt like she was punched in the gut, knocking the wind out of her, causing her to pass out instantly.

The Colour drained from Blockbusters face as Ultimate Spidermonkey rose to his full height, towering over him and hammered his furry muscular arms down on him, knocking him into the ground and unconscious.

The Evolved Alien opened his lower jaw in half and proceeded to spit a large volume of webbing from the silk-glands in his mouth to tie Blockbuster up. Restraining him for the time being.

Ultimate Spidermonkey, let out a deep exhale as he calmed down and walked back to X-23.

Her healing factor had already taken care of the injuries Blockbuster inflicted upon her. Her bones snapped back into place and her cuts closed up without leaving any signs of scars.

She looked up to the Evolved Alien, her eyes filled with concern. "Are you, alright?" She asked him.

"I should be the one asking you." He responded.

"My healing factor took care of the injuries, Ben. You do not need to worry about me." Laura stated bluntly.

The Alien Teen smirked as he helped her too her feet. "You're my friend, Laura. I'll always worry about you." He replied, genuinely.

The Female clone gave him a small smile in response.

Their little moment was interrupted when more Multiple Man clones tried to jump them, only to receive a swift kick in the jaw from X-23. The Clawed Clone screamed a battle cry as she leapt back into the fray with Ultimate Spidermonkey right behind her, with his own monstrous roar

"Somebody cut me loose!" Cyclops called out as he struggled with his restraints.

"I got it!" Forge replied, aiming his cannon directly at him.

Panic set into the One-Eyed Mutant's face. Forge barely had any combat experience as is. Now he was about to try his hand at marksmanship?

"No, wait!" Cyclops screamed, but it was too late. Forges cannon fired a concentrated blue beam from its central barrel, striking the restraint on Cyclops's left arm perfectly and destroying it.

Breathing a sigh of relief that Forge didn't accidently blow his arm off. Cyclops raised his hand to his visor and targeted Archangel.

The Winged Mutant was locked in Mortal combat with Wolverine. Both having received cuts from each other, with Wolverines having already healed, save for the ones that still had Archangel's feather blades stuck in them.

With a well-placed spin-kick from Wolverine, finally separating them, Cyclops fired a crimson beam from his eyes, striking Archangel in the chest and sending him flying.

The One-Eyed Mutant then turned his attention to the other Marauders and quickly despatched Arclight, before turning his attention to Multiple Man. Iceman was having some serious trouble with the Multiplying Mutant as the clones spawned faster than the Young Mutant could freeze them.

He needed to find the original in order to disorient the others. Whether she read his mind or not, Emma placed her hand to her temples and used her telepathy on both Multiple Man and Cyclops.

(The one on the far right.) Emma's voice called out in his mind.

Immediately, Cyclops locked onto the original and blasted him with his optic beam. The clones quickly became disoriented allowing Iceman to freeze them with a wave of his hand.

With the last of the Marauders taken care of, Cyclops used his optic beams to cut his restraints and get off the table he was strapped to.

The others started to gather around him, when suddenly Archangel sprung to his feet and before anyone had a chance to react, fired a volley of feather blades directly at Cyclops. In a panic, Cyclops crossed his arms of his face in a frantic attempt to shield himself.

A moment passed before he realised that the blades should have struck him by now. Lowering his arms, he saw the blades were floating just inches from his face and body. Suspended in the air as if frozen.

A warm glow illuminated from behind the group as they turned to see Jean Grey, on fire. Yellow and red flames enveloped the red-haired telepath in a warm embrace. Yet she showed no discomfort as she sat up on her table, her restraints flying off her as if pulled by an invisible force. She then floated into the air and glared at Archangel.

The fiery aura that surrounded her, intensified as she raised her hand and aimed it at the Winged Assassin. Suddenly, Archangel flew off his feet, as if struck by an invisible Hulk and was send flying into a console behind him. Sparks of electricity danced over the Flying Mutants body, before exploding and knocking him to the ground.

Everyone turned to face Jean, who's flaming aura only seemed to glow brighter. They all looked in shock and awe, even Ultimate Spidermonkey felt the fur on his body stand on end in the presence of her power. It was unlike anything he'd ever felt before, it was both warm and comforting, while destructive and terrifying all at the same time.

X-23 instinctively stood in front of the Evolved Alien defensively, with her claws drawn. But even she was shaking from the power Jean was giving off.

"Jean! Jean!" Cyclops called out to her, grabbing her attention as she turned to him.

"Jean, it's OK. It's over." He said in a calming tone as he reached out and grabbed her hand in his. The fire appearing to not burn him as he did.

Jean closed her eyes and the fire dissipated as she dropped into Cyclops's arms bridal style.

Emma immediately rushed over to them and placed her hand to Jean's forehead.

"She's weak, but she's all right." She informed him and the group.

The entire group let out a collective sigh that apparently, they'd all been holding in. Ultimate Spidermonkey, turned back into Spidermonkey, then back into Ben as he glanced over to Iceman with a smirk.

"Boy Bobby. When you said, Jean was hot I didn't think you meant it literally." He Quipped.

"Yeah. That's a new one for me to, bro." The Ice Mutant admitted, still reeling from what he's seen.

Ben quickly looked to the other X-Men, who all had different levels of shock and confusion. It became clear to him that this was not a normal occurrence for the Red Head.

Before he could ponder any further. Archangel suddenly sprung to his feet again and leapt over Wolverine into the sky, flying through the hole that Armodrillo created, to the sky.

Forge quickly tried to use his cannon to stop him from escaping. Unfortunately, his weapons slow deployment time, meant the Winged Assassin would be kissing the stratosphere by the time he was ready to fire.

"Easy, Quick-draw." Wolverine snidely told the Mutant Techy. Placing a hand on his shoulder to pacify him.

"We got what we came for." He told him as he turned to look at Jean, who was unconscious in Cyclops's arms. "Let's get her home."

The others nodded. While most, including Ben, would've preferred to take down Sinister and his Marauders right now, for what he's done. Saving Jean was the main priority, they can deal with Sinister another day. It was time to go home.


Ben left the X-Men shortly after helping escort Jean and Cyclops back to the mansion. With her back home in a safe environment, the effects of her psychic attack on New York were finally wearing off and people were waking up all throughout the city.

So, Ben decided to head home and make sure the Avengers were ok. After being thanked by Logan and Scott for his help with Jean, the Young Hero set off for Avengers Mansion.

Along the way, the Young Heroes mind drifted as he reflected on today's events. The X-Men were dealing with so much, that he and the Avengers were unaware of. Mr Sinister and the Marauders were big eye openers for the Teen. Young Mutants being abducted off the streets and being experimented on by this mad man.

Yet, he'd not heard or seen anything like this being reported in the news or online. Was it really because the people being abducted were Mutants? Was that really all it took for certain people to just brush them aside like they didn't matter?

Mutant or not, they are still people. People that need help the same as anyone. He wished he could help them. The problem is, he didn't know how. He is an Avenger; he has responsibilities to catch the escaped villains of the Break Out.

Still, he could never turn his back on people in need. That's not his style. He will find a way to help the X-Men eventually. But for now, he can just support them from time to time.

He was glad that he could help Jean get home safe. That woman has been through a lot. Hopefully they can help her get her memories back. Ben would like to meet the Jean Grey that everyone adores. For everyone to instantly jump at the chance to rescue her, even someone with no combat experience like Forge, she must be really special to get that kind of response.

A few minutes later and Jetray touched down on the front lawn of Avengers Mansion. He hoped the others weren't freaking out after waking up in the medical bay. Boy, did he have a long story for them. Hopefully he'd have time before they came bursting through the elevator to find out what happened. Cause after today, he was beat.

The Teen had just entered the front door and turned back to human, when his Ultimatrix started beeping. Someone was trying to call him through his communicator. He activated the devise and answered.

"Hello?"

"Ben." Laura's voice spoke from the watch. "Jean has been abducted."

Ben's eyes widened as his jaw dropped open. So many questions rushed through his head, trying to sort out a plan for response.

However, his fatigued mind took control in his stupor as he let out a groan.

"Seriously?! I was gone for ten minutes!"


There you have it. Hope everyone enjoyed the Chapter. So if any of you are wondering yes, I am doing the final arc of Wolverine and the X-Men. A really great show and like Spectacular Spider Man and Avengers EMH before it, one of the best Marvel shows ever made and was unjustly canceled. It was also one of the best interpretations of the X-Men, certainly blows the current Comics out of the water. (Krakoa can suck it!)

For those that are wondering, yes I am gonna continue the story with the X Men the same way I'll be continuing Spider Mans from their respective shows. While adding my own little flare to them to keep the spirit of these shows alive. I will also add some elements from other media here and there to really make these characters the best they can be.

So yeah, Ben's in therapy. This is something I was building to for a while, many of you caught onto Ben's strange behaviour from the get go and now you've finally got a payoff to those issues. Thank you for putting up with my choices for that long and I hope you'll find the result's satisfying.

Until then, everyone please stay safe and pray that this will all blow over soon. Thank you all for supporting this story and I will continue to work as hard as I can to bring you the next chapter quickly.

If you have any questions, please PM me and Ill try to answer as best as I can.

Until next time, CaptainRex75 out!