The X-men fight every day for peace in a world that hates and fears them, and doesn't want them part of it. After having battled the underground mutants, the Morlocks, in order to rescue their friend and teammate, Warren "Angel" Worthington III, the X-men once again found a week later that they were called to be back in duty.

As they were beginning to discuss their futures as employees of X-Corporation, the X-men were called by Logan "Wolverine" Howlett, James "Warpath" Proudstar, and John "Thunderbird" Proudstar in order to fight their toughest battle yet.

This battle consisted of a fight against Professor Charles Xavier's abusive older step-brother, Cain "Juggernaut" Marko, who had escaped Alpha Flight's custody as a result of Magneto helping him. The X-men have successfully fought the Unstoppable Juggernaut, but they were met with the startling realization that it was all a potential set-up for what Magneto and his Brotherhood are truly planning. They gave a warning call to Logan's girlfriend, Carol "Ms. Marvel" Danvers who is in charge of transporting the Brotherhood to Rikers Island. However, they were horrified to learn that Carol wasn't answering to their phone call.


Issue 32: Memory Musings

Philadelphia, Pennsylvania – Twenty-Five Minutes Ago

In the city of Philadelphia, Carol "Ms. Marvel" Danvers was driving a large truck which was transporting the Brotherhood of Evil Mutants. More than anything, she was glad that the Brotherhood's prison transfer was happening that day. She knew that her boyfriend, John and James were in the process of transporting Cain Marko – The Juggernaut to Rikers. More than anything, after this was all over, Carol was more than ready to meet up with Logan after their day was over and share a nice, hot bath.

'At least after all this is done, we won't have to deal with the Brotherhood anymore any time soon; unless that is, they plan any more surprises,' she thought as she focused on driving the cargo.

As Carol continued to drive the truck through Philly, her thoughts traveled to Logan. She wondered how he, John and James were doing. However, she was also thinking of the status of her and Logan's relationship. Sure, she liked where it was at currently, but, in the long-run for the future, she didn't know. For now, her relationship with Logan was comfortable and in a really good spot.

Carol closed her eyes briefly, letting out a sigh. She could hear the Brotherhood making quite the scene in the back of the truck, considering that they were not at all happy that they were about to get transferred to an actual prison. She ran her fingers through her short blonde hair as she sat through the traffic of Philly. More than anything, she hated driving through traffic. Suddenly, she wished that her boyfriend could be there in the car ride with her. She hated doing stuff like this by herself; at least if Logan were with her, he'd make it feel a little more exciting and interesting. Plus, it could not help that her partner was far too quiet for her taste.

As Carol continued to sit there in traffic, she looked to her partner who was with her, Jessica Drew, who had called unexpectedly offering to swing by and help with transferring the Brotherhood. It was quite the surprise, considering Jessica had been so busy with work. Jessica had retired from working with Alpha Flight in order to focus on her work as a private investigator.

"Okay, Jess, you're too quiet, something's with you," Carol said. "What's up? I get it, Nick Fury has got you working around the clock, but, you're not normally this quiet."

Suddenly, that was when Carol noticed a change in her friend, whose eyes went from warm brown to a mysterious yellow, and her skin changed to blue. Before Carol could put up a shielding to defend herself, Mystique gave her a roundhouse kick in the shoulder, causing her to jerk to the side as she slammed into the side door. That was when Carol noticed something else, just as Mystique shouted, "NOW ROGUE!"

Anna-Marie D'Ancanto came towards the driver's seat with her gloves pulled off, and before Carol knew it, Rogue latched onto her. The minute the rogue mutant teen's hands came in contact with the prone flash of her face, she could feel her energy starting to drain as she grew weak and dizzy. Her hands came off the steering wheel in shock as she lost control of the vehicle. She felt intense fear spiking in her, but, Anna-Marie was a lot more scared than Carol in that moment.

"Mama! Mama, what's happening?! Ah-Ah wanna let go!" she said.

"No, you can't Rogue! You need to hold on!" Mystique yelled just as Victor Creed, Sabretooth, broke into the truck. Together, Raven and Sabretooth proceeded to break out the members of the Brotherhood one by one.

"Mama, Ah'm scared!" Rogue cried out. She wanted nothing more than to let go as she felt a surging amount of power flowing through her. She felt her body levitating off the ground as an unbelievable amount of strength flowed through her.

"No, Rogue, do not let go!" Mystique demanded. "We're almost done!"

Despite her fear, Anna-Marie continued to keep her grip on Ms. Marvel, squeezing her eyes shut as she felt Carol weakening underneath her grasp. Just as the Brotherhood jumped out of the vehicle, that was the moment Rogue let go of Carol and jumped out. However, it was just in time before the vehicle crashed right into a tree nearby. Carol's unconscious form slammed into the steering wheel, causing her head to smash into the glass window pane. Glass broke into her scalp as blood ran down the side of her face. Her nose bled freely; her eyes were closed as her breathing grew weaker and weaker. Wanda Maximoff came over to Rogue.

"Hey, hey, you alright?" asked Wanda to Rogue.

Rogue shook her head. "Ah-Ah've never felt strength like that before," she admitted.

"Wait, how long did you exactly hold on?" Wanda asked in worry as Sabretooth and Mystique came over.

"I told her to keep holding on," Raven said simply. "Come on, Magneto's on his way, we're all meeting with him, come on."

Wanda and Rogue briefly cast a glance at Carol Danvers, who was sitting in the vehicle unconscious with her body slumped against the steering wheel. However, Pietro was quick to move over to them.

"C'mon, sis, we gotta get out of here," Pietro said to his twin.

Wanda breathed out a sigh. As she looked over at Rogue, she couldn't help but feel a little bad. However, she also understood that they had to head back to the Brotherhood house and go into hiding quickly.


Philadelphia, Pennsylvania – Present Time

The Blackbird landed down on the ground, and Logan "Wolverine" Howlett was the first one to jump off the plane running towards the sight of Carol's crashed truck. He looked worried sick over the fact that Carol had gotten caught in an accident, and that it appeared that the Brotherhood had broken free. Logan knew Carol. He knew that it wasn't like her to get into car accidents. Sniffing the air, Logan rushed over to where he saw Carol was on a stretcher about to be put on what appeared to be some sort of jet. He noticed a Caucasian man, balding, wearing an eye patch, doing damage control as he chewed a cigar.

"FURY!" Logan shouted as he came over.

"Logan," Nicholas J. Fury said to him, trying to keep his tone as calm as he could.

"Fury, what the fuck happened here?" Logan demanded as he breathed hard, looking over at his unconscious girlfriend who had an oxygen mask taped over her face. Bluish-green-colored blood was running down the side of her head and her nose, a sign of her being part Kree. She looked as though she had at least a hundred broken bones. He noticed her nose and forehead had bruises on them. The blue veins on her face were standing out starkly against her pale skin. He did not have to be a rocket scientist to know Carol was dying. "First, the Juggernaut breaks loose thanks to Magneto . . . now; I'm seeing that the Brotherhood broke free and that my girlfriend looks half-dead!"

"Logan, SHIELD has got this under control. I'm looking for answers too as to why the hell one of my sharpest agents just got attacked and caught off guard," Fury told the Wolverine. He looked over towards a red-headed woman and a blonde, muscular man with a bow and arrow strapped to his back. "Romanoff, Barton!" he barked. "Did you two find anything at all?"

"No, but, based on what we can see here, something had caused Carol to lose control of the truck," Clint Barton said, shaking his head. "It's out of character for her to lose control of a vehicle like that. Whoever attacked her, must've really thrown her off guard."

Suddenly, that was when Logan sniffed the air again, and he clenched his jaw in anger. "Creed!" he growled. "Goddammit . . . no wonder it stinks here!" He unsheathed his claws out, looking as though he were about to go into a berserker rage just as the other X-men came over to see exactly what had happened.

"Not today, Logan," John Proudstar told him sternly. "Fury, what the hell happened here?"

"The Brotherhood escaped from their prison transfer, but we think that there's more to it all. Judging based on what has happened to Danvers, the Brotherhood had been planning this for a while" Fury said, shaking his head.

"Well, I can sense that Sabretooth was here . . ." John said. "Along with Mystique . . . and someone else, but, she's not anywhere close to here. I cannot identify her. They must've gone too far."

Jean, Scott, Bobby and Ororo in particular were in shock that this had all happened in the span of a day. Before they knew it, Professor Xavier, Tony and Hank had joined them too.

"Professor Xavier . . . this is something that we could use your help for. As far as I can tell, Carol, she's unconscious. We're going to have to put her under a coma but we're also going to have to find out some answers as to what had happened. And seeing as to how none of my employees here right now are psychics . . ." Fury said.

"Of course, Colonel," Professor Xavier said around a nod.

"And Mr. Stark, X-men, you're coming with us too," Fury informed them. "We'll need you all."

"Okay, well, we'll need Rhodey to pilot the Blackbird back home, Warren needs medical attention. Cecilia's going home, Pepper too," Hank said as they entered the SHIELD quinjet.

Upon entering, Scott was amazed by the high-end technology that was on the plane. Being the son of a military test pilot and a military scientist, Scott was beside himself. However, he was also worried to death over Carol and the fact she had to be placed underneath a coma. The fact that the Brotherhood had managed to somehow escape the custody of Alpha Flight was most definitely disturbing.

Hank, Logan and Nick Fury rushed Carol to the medical bay on the quinjet, hooking her up to the various machines to monitor her brainwave activity, heartbeat, blood pressure and breathing. Logan just took his seat next to Carol, his hand in hers.

"She's a tough woman, Logan; she'll pull through this," Natasha Romanoff told him quietly. "She's not one to just give up . . . she's the strongest of us all."

"I sure to God hope so, Nat," Logan told her. "Because if she doesn't . . ."

"Oh believe me, I'll never hear the ending of it all," Natasha said, a hint of sadness in her voice as Jean and Scott came into the room. Jean walked around to make the attempt at reading Carol's mind.

"I've got nothing," she said, shaking her head. "She has no brain activity at all."

"Shit," Logan whispered as he felt Fury laying a hand down on his shoulder. He felt a strong sense of anger no matter how hard he tried to hide it. In fact, he wanted nothing more than to go on a berserker rage and hunt down Sabretooth and kill him with his bare hands. But, he also knew that since the Brotherhood wasn't anywhere close to where they were, he had nothing to take his anger out on. He suddenly wished that he could unsheathe his claws and stick them into the first computer monitor that he laid his eyes on.

"She's a tough woman, Wolverine, believe me, I know," Fury told the former living weapon. "I would know, because when I'd met her the first time, I hadn't been Colonel for SHIELD. Truth being told, I was getting ready to hang my badge up because we were dealing with shit beyond our comprehension. Alien technology . . . car chases, stuff you cannot write. You cannot make any of it up."

"Yeah, yeah she told me about that, bub," Logan whispered, a slight fond smile on his lips. "But, Carol and I . . . we both always dealt with having skeletons in the closet. We were both used as weapons."

"And that's why she fell for you in the first place," said Natasha. "It was because you both dealt with so much shit in your lives, it was easy for the two of you."

"But, I still cannot wrap my mind around the idea that she got her powers from aliens, of all things. The fact that aliens exist," Scott said, shaking his head.

"Believe me, Scooter, they're real. And those aliens, the Skrulls, they didn't come in peace," Logan told him.

"He's right, Summers," Fury told Scott. "And in a way, your mother would have known about it, too."

"Wait, you knew my mother?" Scott asked in surprise. He knew that his mother had had a share of secrets about her work. She never talked about her work as a scientist, and she'd always banned Scott and his brother from going into her office. She never wanted anyone in there because everything that she had had access to with her research was strictly confidential. As far as Scott knew, his mom had probably been the most secretive woman he'd ever known in his entire life. He was also aware that any research she may have been doing at the time around the plane crash had been locked away.

"I knew your mom probably better than you and your own brother did. In fact, she'd been an agent for SHIELD," Fury informed him.

"Wait . . . so the day our plane had crashed, and my parents had announced we were going on an impromptu vacation," Scott said in realization. 'That explains so much,' he thought.

"Yeah; I'm assuming if they chose to take you and your brother away, then it had something to do with the work your mother had been doing here at the time. I do not know exactly what project she had been working on. But many think it might have had to do with a project at SHIELD called Project Pegasus. It had been something I had been overseeing at the time, and I knew Katherine had been overseeing, too.

"But I do remember that she was one of my best agents; one of the sharpest women that I knew. She was sharp-nosed, intelligent beyond her years; wouldn't take shit from anyone. But she was also kind; filled with compassion. In fact, I'd introduced your father to her when he'd gotten recruited part time for SHIELD. And let me tell you, first time your father, Christopher, laid eyes on Katherine, he knew she was the one for him. He knew he wanted her, and only her, for the rest of his life," Fury said in admiration towards Scott's late mother.

'Wow . . . I knew my mom was many things, but I'd never knew she had been an agent for SHIELD,' Scott thought as he sat there in his seat. 'But this makes me wonder about the research she'd been doing . . . her announcing to Alex and I that we were going on vacation was too convenient at the time. She had to have been hiding something.'

"How're we doing here?" Tony asked as he came into the room.

"She's completely comatose . . . I cannot get any brain activity from her," said Jean, shaking her head.

"Dammit. But, how exactly did the Brotherhood manage to break out?" Tony asked.

"Well, we won't know just yet. I think that Jean and I should try and find Carol's mind, wherever it is," Professor Xavier said.

"Do whatever it takes," Logan insisted. "Just let me know if you find any traces of Sabretooth . . ." He popped out his middle claw. "I wanna get that son of a bitch."

"Save the bloodthirsty vendetta for another time, Little Uncle," Natasha insisted as she kissed Logan's cheek before walking out of the room. Scott and Jean turned to look towards Logan at the mentioning of Natasha calling him "Little Uncle." What she'd meant by that, they had no idea.

"Wait, what did she mean by that?" asked Jean.

"I use to train her. I don't have half of my memories, but, the few that I do have of Nat . . . before she worked fer SHIELD, she'd been part of the KGB due to the fact that they had abducted her as a child. The KGB had this program called the Black Widow Initiative. It was her, and about fifty other girls who had been adopted into it. They conditioned her to kill, to be an assassin, and apparently, before I'd had my memories wiped by Weapon X, I was one of the people who had trained her at the time. She said she used to call me "Little Uncle" because of how close the two of us were," Logan explained.

"They ended up injecting her with a super soldier serum to get her to age slower and heal faster; they'd done that when she had turned twenty-one. But the true test of the program was surviving it; many of them broke before they could even go through it. But Natasha was the one who managed to survive it," Logan continued to say.

"Wow, Logan . . . as if I thought your past couldn't get more fucked up," whispered Jean with a shake of her head.

"Tell me about it, Red," Logan said. "Welcome to my world."

Jean looked to the professor. "Should we try and do the psychic intervention now that she's stable?" she asked.

"Indeed, Jean," Professor Xavier told her. Together, the two psychics placed their hands on either side of Carol's head, their eyes closing as they tried finding out exactly where her mind was.


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