"Why the hell should I tell you anything?" Mystique hissed out.

Cyclops scoffed and decked her in the face. "What do you think you guys actually achieve? You can't better human-mutant relations like this!"

"We know, and you are such naïve fools. Humans will always fear us, so we might as well show them who the dominant race truly is."

Cyclops took a moment and scowled at Mystique, before firing an optic blast inches away from her face. "I'm done messing around, Raven! Tell me where Magneto is right now!"

Cap reached out his hand, ready to walk up to Cyclops and tell him to knock it, but he and his fellow Vanguardians just stood there as Jean and Changeling beat them to it.

"Cyclops, calm down!" Jean yelled out, placing her hand on her teammate's shoulder.

"Yeah, bro, don't freaking torture her!" Changeling added on.

Cyclops paused for a moment, and then he sighed. "…I'm sorry. I just tire of these games that the Brotherhood always play."

As Cap stood there, he couldn't help but think of his days in World War II when Cyclops said that, and how he always felt frustrated and agitated by how the threat of HYDRA never seemed to quiet down until they took down their very last base.

"Well still, Cyc, you need to lay back a little!" Changeling replied.

"This would go a lot faster if Wonder Woman was here." Hal whispered towards his four fellow Vanguardians.

Carol and Barry both nodded, but Cap looked at Hal with a confused look on his face. He had no idea why Wonder Woman in particular would be helpful to this situation at all. He thought for a moment that it could be something to do with her super strength and general demeanor, but he was still in the dark, and he didn't try to hide it.

Hal looked at Cap and picked up on his confusion. "Oh, Wonder Woman has this 'Lasso of Truth'. Rope it around someone, and they'll spill out the truth like it's no one's business."

Now Cap nodded in surprise. "…I see."

They all turned back to see Jean, who's eyes were now closed as her face pointed straight down towards Mystique's, who was grimacing.

"Get the hell out of my mind, you damn witch!" Mystique yelled as she placed her hands on her head, grunting in rage as Jean reached her hand out.

Cap titled his head. "What is she doing?"

Then Jean opened her eyes back up, with Mystique done grunting and instead breathing heavily. Cap was still pondering the situation. "I mean, what…what are you doing, Jean?"

"I read her mind." Jean answered. "I'm a telepath." She looked away from Cap and towards Cyclops, Changeling, and the rest of the M-Force. "She was quite stubborn, but I did get Magneto's location. He's located underground with Madame Rouge, directly 2 miles beneath the Empire State Building. And we gotta hurry...he's close to achieving his goal."

Hal piped in. "I'm sorry, what exactly is his goal again?"

"I'll explain when we get there. We all gotta move out, now!"


The walls were an unpainted cement, and Madame Rouge was surrounded by an area about as colorful as a rainy sky.

She was a black-haired and blue-eyed lady in a red skirt with black thigh-high boots and black gloves that reached well-past her elbows. Sweat was dropping her face, as she was not looking forward to telling her boss the bad news.

Madame Rouge knew she would be fine – it was the rest of the Brotherhood that she felt was screwed. She just knew that Magneto wouldn't take their apparent failure well. At all.

After about a minute or so of walking, she saw a steel door and opened it up. It was here that she found herself surrounded by what almost looked like a poor-rate hospital. There were medical beds all around, with unconscious patients coated in the gowns that one would expect to see out of a hospital. But what was different here is that most of the people lying down in these beds were hideously deformed.

Some had bumps all around their body, and the person directly to the left of Madame Rouge had veins that popped out so much as to make anyone uncomfortable. There was a patient near the end of the room whose face was not unlike that of Joseph Merrick, the Elephant Man, and another person had horns that grotesquely shot out of her forehead, with blood around the end of the horns.

She couldn't lie to herself, it was without a doubt an unnatural sight to behold. But she felt that ultimately, it was all for the better. All of this would help the Brotherhood with their ultimate goal, of having mutants dominate over humans once and for all.

It was in the center of the room where he stood. Magneto. His face was not yet visible. All Madame Rogue could see was a dark red cape and a shiny dark red helmet, with muted purple boots peering out from underneath the cape.

He turned out, and Rouge saw it clear that while he donned mostly red, he also wore muted purple gloves, and his helmet had purple at the front linings. And he looked at Rouge with a glare on his face.

"I hope you bring to me good news, Laura." He said in a stern voice.

"…I'm afraid not, Magneto."

To this, Magneto gritted his teeth. "Alrighty then. Don't be afraid to get it out, child."

Rouge looked down at the ground for a moment, feeling uneasy, before looking back up at Magneto. "I haven't heard back from any other members of the Brotherhood. I think we can infer that they were not able to hold off the M-Force for long. Charles and Niles' pupils will probably be charging into here shortly."

Magneto let out a deep sigh and looked at all the patients around him. "These people here…with them at our side, we should be able to fight off the M-Force."

Madame Rouge sighed. "I don't think they're ready, Magneto. We haven't done enough testing with them!"

"They'll have to do, Laura! They've at least demonstrated abilities and powers from what we've done to them! Their once untapped potential has been found. All we have to do is tell them that the M-Force is out to kill them….and then they'll help take care of the M-Force!"

"Has any of our testing shown that we can make them comply like that?"

There was a brief pause before Magneto spoke again, pointing to the veined patient. "Yes. A few, including this one here, have had most of their consciousness degenerate as a result of our experiments. A side effect I did not exactly desire, I will admit. I want to work on fixing that…but after we take care of Charles and Niles' lackeys."

To that, Rouge smirked. "And it's not like they can really throw anything at us that we won't already see coming."

Just then, they heard a large bashing sound come from the hallway, causing both of them to turn around. There was another bashing sound, and the two ran out of the room to see just what the hell was going on. Madame Rouge's eyes widened at who had caused the sounds.

"Gre-Green Lantern?!" She shouted out in surprise. There was a gigantic hole in the left side of the hallway, and Hal was levitating a few inches above the ground, about twenty feet away from Rouge and Magneto.

Magento looked at Madame Rouge with a scowl on his face. "A rule of thumb is not say it can't get worse or more surprising, dear." He yelled at her, before turning to see Carol, Jean, Storm, and Negative Man fly out of the hole and stand near Hal. This was definitely an unforeseen complication, one that only worsened when they saw Barry zoom into the scene.

"What are you Vanguardians doing here?" Magneto asked.

Cap, Cyclops, Changeling, and Elasti-Girl all ran out of the hole Hal created, and now the entire group was together.

"Well, we saw Cyclops crash into our tower and figured something was amiss." Barry answered, doing a typical superheroic pose.

Magneto's look of surprise vanished, replaced by a smirk. "So, you only got involved because it affected you directly? That's so typical of humans."

Cap narrowed his eyes. "What's your deal? What's your problem with humans? Don't you realize that no good can come of terrorizing the innocent?"

Magneto shook his head. "I see you're still as naïve as the history books portrayed you to be, Captain. I was in the Holocaust, and if there was one thing I learned from suffering in the death camps, if there is one thing I learned as I watched my mother perish by the hand of the Nazis, if there is one thing I learned as HYDRA tortured me and experimented on me for years, it's humans will always be brutes. They'll always oust those that are different, and try to wipe out those they condemn. The world will be better once mutants reign supreme."

By this point, Madame Rouge had ran off into the room full of patients, and Magneto let out an 'hmm'. "You see, Captain, you and your Vanguardians are just freak accidents. You're regular people given irregular abilities. But mutants….we were intentional. And we are the next step in evolution!"

"Have at them!" Madame Rouge shouted out from the hallway, and the veined and Elephant Man-like patients charged out of the room. The former let out an enormous green substance from his mouth, and he shot it towards all the Vanguardians and M-Force members, sending them all flying a few feet away. The latter took a moment and let out a nasty growl before taking Cap and smashing him into the cement ground below twice and then proceeding to throw him towards Barry and Changeling.

Then everyone else in that room charged out and towards the group of heroes, while Magneto decided to finally show the meaning behind his codename. He held out his hand, and out came some of the metal bars from the room, which he launched towards each Vanguardian and M-Force member, grinning as he did so.

Madame Rouge showed off her powers as well, stretching her arm out and roping up Carol and Barry. Both grimaced and gritted her teeth.

"What the hell is all of this?!" Carol shouted out as she tried to wiggle one of her arms out so that she could blast Rouge away. "What have you been doing?!"

"We've been experimenting on people with dormant mutant genes. We've been getting them to activate their genes and their powers."

The veined patient blasted more of his goo towards Hal and Jean, with the former creating a machine gun and firing green bullets in an attempt to drive the patient away. Jean began to move two of the metal bars with her mind and launched them all towards the patient's legs, sending him flying to the ground. But then one of the other patients turned into a gigantic tar monster and she encased both of them in several feet worth of tar.

Another patient's eyes turned pupiless and her fingers extended into an almost claw-like shape. Changeling turned into a gorilla to try and combat this patient, but he clawed the green hero twice and Changeling roared in agony. Another patient was shooting out fire from her right hand and ice from her left hand, and Storm and Negative Man were all encased in ice while Elasti-Girl was trying desperately to avoid her flames.

All the while, Madame Rouge was constricting Carol and Barry tighter and tigther. "You…you don't have to do this!" Barry shouted out. "You don't have to do any of this –"

"Don't bother, Flash." Carol interrupted. "You can't just talk people out so easily."

Barry sighed. "You're right. Now hold up. I'm gonna try and test out a new ability I've been practicing for a while."

Barry then closed his eyes and looked to be concentrating for a few seconds. "What exactly are you going to try and do?"

The Flash said nothing. And he didn't have to, for he basically answered her question a few moments later by vibrating out of Madame Rouge's grip, landing feet first onto the ground. He looked at Madame Rouge and super-sped towards her, decking her right in the face. Distracted, Madame Rouge accidentally let go of her grip on Carol as her stretched arm fell to the ground. Carol looked at Madame Rouge and shot out an energy blast towards her, then grabbed her by the head and slammed her into the wall, knocking her out.

Cap, meanwhile, saw Cyclops get thrown across the hall by a patient with no hair and sharp razor teeth, who only hissed and growled as he leapt towards the leader of the M-Force. Cap went to help Cyclops, even though he didn't necessarily like kid, only to end up barely dodging another steel bar thrown his eye. He turned around to see Magneto looking at him with a smirk.

"Even with that Super Soldier Serum, you're still but a man, Captain Rogers. A man who's way out of his league against the likes of mutants."

Cap looked at Magneto for a moment before responding. "It doesn't matter where we get out powers. We can still be on equal grounds, and the people can come to look at us both with grace and pride!"

Magneto let out a frustrated sigh and shook his head. "As I said, you're naïve. The public knows that you guys are just a bunch of people given extraordinary abilities. Everything else might been kept in the dark to them, but that is at least clear. And they also know that we mutants will come to replace him. That's the difference between you Vanguardians and us mutants, and humans are at least smart enough to see that, Rogers. Give it time, and mankind will bow before mutantkind."

Cap didn't say anything in response. He wanted to go on about how wrong Magneto was, but he also wanted to take out Magneto as soon as he possibly he could. He saw Changeling morph into a tiger and lunge towards the helmet-clad rogue, sending him down the ground and clawing him in the face. Cap followed suit, bashing Magneto in the chest with his shield as the latter tried to get up.

Changeling roared in his tiger form and bit Magneto in the sides, causing him to yell in pain. Magneto gritted his teeth and held his hand out as Changeling bit him in the leg. A pipe came flying out of the room and struck the green tiger right in the face. Magneto used the pipe to strike Changeling in the face repeatedly, and the latter could do nothing but be pushed away. Cap saw the wound on Magneto's side from where Changeling had bitten him, and proceeded to kick it, causing Magneto to scream in agony and the pipe to subsequently fall to the ground.

"Hey, Magneto!" Changeling yelled, reverting back to his default form. "When you experiment on mutants like this, do you really think you're any better than the worst humans out there?!"

"My actions are for a worthwhile cause!" Magneto yelled back, gritting his teeth as he did so.

Cyclops blasted towards Magento with his optic blasts, sending the latter towards the wall. "That's what a mad human scientist would say, too! Or even, God forbid, a Nazi"

"Do not compare me to those humans, and do not compare me to a NAZI!"

Cyclops shook his head and blasted at Magneto again, while Hal and Jean broke free from ghe grip of the tar mutant.

Hal created a giant hand and used it to slam the tar mutant towards the wall. "Don't do this! Don't let Magento get to you like this!" Hal pleaded.

Jean closed her eyes and extended her hand out. 'Green Lantern is right. Magneto is just using you for his own ends. Please, stop all of this!'

Most of the mutant patients ignored her, and Barry and Carol were sent flying towards the wall by the sharp toothed mutant that had attacked Changeling earlier while Elasti-Girl was forced to knock out the mutant that could shoot out both ice and fire by growing an extra ten feet, grabbing the patient by the leg, and bashing her into the ground several times.

"Get Magento's helmet off!" Jean shouted out.

Cap didn't know exactly what was so important about knocking Magneto's helmet, but he was sure there had to be a reason. So he bashed Magneto with his shield several times. He then punched him in the exposed part of his face, sending Magneto down to the ground. Cap wasted no time and grabbed Magneto's helmet off of him, throwing it down to the ground and thrusting his shield down towards it, causing the helmet to slice into pieces.

"Well, destroying it is even better." Jean stated.

Magneto felt his hair and glared at Cap. "You goddamned fool!" He stated out loud. "Damnit, now, Jean will be able to channel my thoughts. Can't think about my feelings regarding the pati – damn!'

Unbeknowst to him or Cap, Jean had managed to channel all of that into the minds of the patients. 'Do you see now?!' She stated into everyone's minds. 'Why would he stop himself like that? Take a moment and let that sink in!'

Most of the patients stopped to really think about it, unsure of what to do.

"If you truly care about mutantkind, you would realize that Magneto will bring nothing but harm to our race! He only wants to use you for his own ends! So go now, don't let him use you like this anymore, and do our race good!"

The mutant patients just stood there and looked around, pondering over what to do. 'Damn, damn, damn, I gotta think of something to get them back on my side. My goals cannot be stopped…'

In the end, Magneto was making a human error and letting emotion cloud his better judgement, for now Jean had channeled that thought into the minds of the mutants. And now the patients could see that they were just being used, so the tar mutant lunged towards Magneto and trapped his legs in a foot of tar.

"No! Don't do this! I am your savior!" Magento tried to shout out, but it was too late. He felt ice and fire both being shot against him, and the sharp toothed mutant was now clawing at him. Storm and Negative Man joined in on the fight, with Storm sending out lighting bolts and Negative Man generating heat waves and shooting them all out towards him, while Cap, Hal, Barry, and Carol just stood there and watched.

"Well…this was certainly something…" Was all that Cap could spit out as Magneto continued to be attacked by his patients until he finally collapsed onto the ground.

He breathed very heavily. "I admit…I may have gone a little far in this particular endeavor…nothing stings more than being compared to a Nazi…but hopefully…you will all see that this planet is mutantkind's for the taking…" He said, before Cyclops kicked him in the face, knocking him out.


Cap, Hal, Carol, and Barry were now in the 'M-Mansion' the headquarters of the M-Force. The interior looked like it was ripped right of the early half of the 20th Century, which Cap didn't mind at all. It reminded him of his home era.

"The Professor and Niles will be down to see you in just a few moments." Negative Man said to the four before walking off with Storm.

Cap looked up at the chandelier that was hung directly above them, and then at the countless bookcases that hid the walls of the M-Mansion. Cap jokingly wondered to himself if this was another Library of Congress with the sheer amount of books he saw across the room.

Then a blue hairy man with a cat-like face and a yellow robot with red eyes came walking up to the four, and Cap assumed them to be Charles Xavier and Niles Caulder.

"I just want to say it's an honor to have members of the Vanguard in our manor." The blue haired man said, to which Cap smiled.

"The pleasure's all ours. You two must be Charles and Niles."

The robot laughed. "Oh, no, no, no. My name is Cliff Steele, and the furball is Hank McCoy."

"Doctor Hank McCoy." The 'furball' corrected.

"Yeah, whatever. Point is, we're happy to have you here."

"Thanks, thanks." But then Cap took a good look at Cliff, and let his nature sink in. "So wait…you're a robot, so why are you on this team?"

"He's an ally of all mutants. As am I." A voice answered from behind Cliff and McCoy, who stepped aside to reveal two men, who both approached the Vanguardians. One was a bald man in a grey suit and black tie, and bound to a wheelchair. The other was a redheaded and thickly bearded man, in a green tux. The looked at the Vanguardians with smiles. "My name is Niles Caulder," The bearded man said.

"And I am Charles Xavier. Thank you for your help in taking down the Brotherhood. Magneto and his lackies are now in S.H.I.E.L.D. custody.

'Right. Bastards alongside bastards.' Hal thought to himself, still distrusting S.H.I.E.L.D.

"I will admit, Lantern, that I have my own problems with Director Fury and his allegiants." Charles stated, which made Cap furrow an eyebrow; he did not realize that Charles was a telepath, just like Jean. "I do hope that they are not doing ethically immoral things to Erik, but I'm also happy that he is not on the streets, worsening relations between humans and mutants."

"It's a shame things are the way they are." Cap said, offering his sympathies. "I never agreed with the rampant predjuice from my own time. And now, even here, there's still a minority subject to hate. Even after 70 years."

"Yes, it's a damn shame." Niles lamented, looking down at the ground. "And there's some controversy over this little teamup of ours."

Hal shook his head. "No worries." Everything has some controversy to it these days."

"We're still happy nonetheless, to see the Vanguard on our side like this."

Cap nodded. "Yes. I will not stand by as a group of people are treated unfairly. I won't have it."

"None of us will," Hal added on. "And trust me, Superman will make that very clear to the public tomorrow. The Vanguard of Justice is on your side, Professor."

"I know he will. I'll be there with him. Thank you all for standing by us."

Charles held out his hand towards Cap, who stood there for a moment before shaking his hand back to show that yes, the Vanguard of Justice would stand by all mutants.