Chapter 23: Toppling the Kingpin

Disclaimer: I do not own any Marvel characters or logos.

"Destroy them all!" the Kingpin shouted, his large fist coming down upon his desk like the force of a hammer.

Almost instantly, the battle began. Both heroes and villains started charging at each other as they picked random opponents, matching up with the closest enemy and lashing out without any real motivation or reason. This was largely due to the vagueness of the crime lord's command, having told his subordinates to attack without prioritizing any particular enemy. Although this caused some sense of confusion, this unavoidably chaotic battle would have broken out in much the same manner, whether or not he had said anything at all. He didn't much care who was the first to die, so long as every intruder in his lair was dealt with.

The Vulture immediately struck out at Angel as they circled around the ceiling of the room, charging each other in a titanic mid-air clash. "This is payback for last time, fly boy!" the villain screamed wildly.

"We'll see about that!" Warren shot back, as they both collided, wrestling in mid-air like a pair of birds locked in physical combat.

Wilson Fisk eyed his gangland rival with intense hatred as he took a walking stick out of the draw of his desk. It was a large thick black stick topped with what appeared to be a red jewel, which was used as a handle. A small golden cap decorated the bottom end, but he removed the bottom of the object almost immediately. Although the large man was in excellent physical condition and did not actually need it, he often used the walking stick to appear frail while making public appearances. Of course the object had another use which he usually kept hidden from his enemies.

"Your time has come!" Silvermane charged at his enemy, using the jetpack of his robotic battle suit to enhance his speed.

"Save your empty threats, you senile old fool!" Kingpin hollered back, the arm holding his walking stick extending forward.

Holding the rod by the base, the larger crime lord pointed the jeweled end towards his elderly opponent and pressed a hidden button on the side of his weapon. The scarlet crystal flashed brightly as if there were a light bulb concealed inside it, the head of the weapon crackling with feedback before discharging a giant beam of energy. The attacking mobster gasped in shock as the beam collided with his body, sending him crashing through the metal paneling of the nearby wall, and into the room beyond.

Silvio Manfretti stood back up, a large dent having formed in his armor due to the force of the blast he had taken. Although he had survived due to the defensive power provided by his metal exoskeleton, the old man was almost certain that he would have died had the beam penetrated his armor. The Kingpin fired off another blast at him, but the elderly gangster raised his hands in a defensive position, generating an invisible barrier composed of the suit's powerful energy. The beam struck again, bouncing off the barrier and ricocheting into a nearby wall, a large burning gap appearing where the energy had scorched the metal paneling.

He breathed hard as the toll of his previous battles began to weigh down on him, realizing right now that his chances of winning had lessened with the sudden appearance of several villains and costumed superheroes. The two disadvantages to using the barrier ability was that it prevented him from attacking while active, and it also used up a large amount of the robotic suit's energy. The elderly gangster knew he would be defenseless if the suit's power source ran out in the middle of an important battle.

"Look at you, Silvermane… Time has withered you to the point where you have become a mere shadow of your former self!" the Kingpin mocked. "You are less than half the crime lord you once were!"

"Which still makes me a greater criminal than you will ever be!" the old gangster retaliated nastily as he charged in again.

As the larger man continued to attack with the hidden laser blaster in his walking stick, the other fighters present seemed to ignore the dueling crime lords in favor of dealing with their own problems. Captain America and Wolverine aimed to capture the Chameleon, but were forced to dodge and block a flurry of bullets as Hebert Landon fired his weapon in their direction. The blue-clad hero disarmed him by tossing his shield at the deformed man's weapon, knocking the machinegun from his hands and catching the defensive tool like a child would a boomerang.

"Nice one, cap…" Wolverine commented with a nostalgic expression.

Steve Rogers returned his expression, but a shadow above their heads quickly caught his attention. "Look out!" he screamed, pointing upwards in surprise.

The Rhino came down with a loud crash, coming inches from landing on the heroes as he attempted to smash them into the ground. "Get back here so I can squish ya!" he yelled before changing at the shield-toting hero.

Captain America used his superior acrobatic skills to leap over the armored villain, scooting over his back with a well-placed leap as the enemy smashed headfirst into the nearby wall. Turning around with a dim expression, he was caught of guard as the blue-clad man dropped down from above and smashed him in the face with his shield. Caught off-guard by the sudden assault, he stumbled backwards and fell on his butt, and was then nailed by a red beam of energy shot at him by Cyclops.

The captain prepared to resume his attack, but his old friend raised an arm to stop him. "Just go after the Chameleon! We've got this situation taken care of here!" Wolverine called out, pointing to the stairs where the shape shifting villain had fled.

"Don't worry about him! I'm on it!" Captain America replied with a quick salute before leaving the chaos to capture their prey.

"It's your job to bring him in too… The rest of us can handle these clowns while you're away!" Cyclops interrupted as he pushed the Rhino back with his energy blasts.

Jean raised her arm in his direction and lifted the stunned villain up with her telekinetic abilities, sending him flying through the nearby window with a wave of her hand. She was confident that he would survive seeing how the Rhino had taken a wrecking ball to the head and still managed to survive without any major damage to his head. As dim as the villain seemed, the blow to his cranium hadn't made him any dumber, as he still seemed just as rash and easily fooled as he was during their previous encounter.

"We can handle this… You did train us after all." Jean replied with a quick smile as she finished with their opponent.

Logan considered his two fellow mutants amidst the chaos, giving them a gruff nod. "All right, just don't get yourselves killed. Chuck would never let me hear the end of it something happened to his favorite students."

"We'll be fine considering that the big man seems to be too busy to pay us any mind. You take care too!" Scott added as he took aim with his visor.

The feral mutant turned and an after his partner, having realized now how much those two had grown as heroes. He had trained them himself back in the early days of the Xavier Institute, and now they were probably just as competent as he was. As he escaped the chaos and headed up the stairs, Wolverine thought about the time the government had been chasing mutants, and how Scott had taken charge and lead the team. It was now that he realized that those two would probably become better at this kind of stuff than he was if given the time.

On the ground several feet away, the Scorpion had recovered from Silvermane's earlier attack, and was now back on his feet. "Gimme somebody!" he screamed, spraying a stream of acid at the two remaining X-Men.

Jean blocked his substance with her telekinesis while her boyfriend aimed a blast of energy at their new nemesis, but the insect-themed villain rolled sideways to avoid the hit, simultaneously closing the gap between himself and the young mutants. They were caught off guard by this bold move, allowing the villain to club Jean with his tail and trip her boyfriend with a second sweep, causing them both to fall on the floor. He raised his tail to finish them off with a blast of deadly corrosives, but was quickly bound by a blast of webbing.

"What's the matter, Gargan? Having some technical difficulties?" Peter Parker made fun of his enemy as he clung to the nearby wall.

"Come down here and we'll find out!" the green-clad villain shouted, his tail ripping him free of the pesky webbing. "Take this, wall crawler!"

Mac Gargan shifted his focus to spray his long-time enemy, but the arachnid leapt out of reach at the last second, having done what he had intended. Being consumed by his own frustration and desire to kill the web-slinger, the insect-themed villain was blasted off of his feet by Cyclops, the energy beam sending him flying through the air. He collided painfully with an unidentified device, which began giving off sparks before exploding in his face.

Scott turned to his girlfriend, who was still lying on the ground. "Can you hear me… Wake up!" he called out, bending over to shake her.

"Don't worry, I'm all right." She pushed herself into a sitting position before levitating into the air, proving that she was still good enough to fight. "He just knocked the wind out of me, but I'll be fine once this headache goes away."

"I'm glad to hear it!" Cyclops answered with a slightly relieved expression.

Hebert Landon took advantage of this vulnerable moment to shoot at the couple with a pistol, but he was unable to fire a single shot as a new distraction came. The Scorpion's body went flying from the earlier explosion, landing on top of him with a loud crunching noise. Meanwhile in the air, the battle had continued for some time with both winged fighters duking it out above the heads of their fellow combatants.

Vulture attempted to tackle Angel, but was quickly forced to dodge as his opponent ripped a fan off of the ceiling and tossed it at him. Using the opening created by the villain's hesitation, Warren smashed into him with full force, his real wings allowing him greater speed and mobility then his opponent's artificially created flying apparatus. To his surprise, the enemy spun around to escape the momentum created by the attack, and attempted to strike back, prompting Angel to dodge his strikes again.

"We've done this before, Toomes… Just give up before you hurt yourself." The winged mutant rationalized in a courteous manner. "If you would refuse, I recommend you reconsider after what happened the last time."

"You've got nerve to talk down to me like that! Arrogant fools like you always end up beating each other up later for underestimating an enemy. I'll save you the trouble by making this a quick victory!" the Vulture replied.

The flying villain activated the new functions he had added to his newest set of wings, allowing him to fly at blinding speeds. Warren was surprised by his sudden boost in velocity, but responded by increasing his own pacing to match the enemy. The battle continued like this for ten seconds until the Vulture grew bored with his resistance and shot beams of energy from the fingertips of his gloves, grazing one of his opponent's wings with one of the blasts. He smirked evilly as the winged hero recoiled in pain before crashing into him in much that same manner than his opponent had done to him before.

"You're still the same, but I improved my costume's weapons after allowing you to beat me he last time!" Adrian Toomes cried out vindictively as he watched his opponent fall towards the hard tile floor of the cathedral-sized room.

Jean reached out to him, catching her fellow mutant with her powers while repelling the Vulture from attacking him, allowing her friend a few seconds to recover. The flying menace came in again, but was forced to dodge as Cyclops added in some energy blast to complicate his flight patterns. Waking up as if he had been lying on an invisible bed, Angel shook his head to clear his vision and spread his wings, twirling back into the air in an effortless manner as he advanced on his opponent again.

"Thanks for the assist!" he called back at the X-Men. The bird-themed villain and flying mutant exited through the broken window to continue their battle outside the tower, leaving the remaining fighters behind for the time being.

"Not a problem!" Scott answered with a casual wave as he turned back towards the fray.

Cyclops and Jean prepared to take down the two crime lords battling on the other side of the room, but their eyes widened as the sound of breaking glass caught his attention. The room's occupants seemed to freeze in shock as a pair of metallic claws shot through the newly broken window, digging into the floor, while a second pair supported their owner, dragging with them a stocky man. He wore a green and yellow patterned jumpsuit with dark sunglasses, the four mechanical arms sticking out of hi back flailing around like tentacles as he regained his footing.

Realizing that the X-Men might never have seen him before, Spider-Man quickly landed between them and the new opponent. "That's Doc Ock… He's a nasty piece of work that you don't want to get to know better." He introduced the newcomer in a slightly panicked voice.

Jean thought about the man for a second, realizing that Wolverine had mentioned him during a recap of his initial encounter with X-23. Her boyfriend had seen him once before in the strange underground base where the Wilson Fisk had attempted to sell the Weapon X mutants to HYDRA, but he looked just as surprised as the others to see him here. It wasn't as if they were unaware of his alliance with the crime lords, but it looked as though he had actually climbed up the side of the building with his mechanical limbs.

As the three heroes prepared to fight the octopus-themed villain, Kingpin and Silvermane's battle had reached its peak. Both seamed out of breath from the fight, while the larger man had small tears and burn marks on his previously pristine suit, the older crime lord's movements had become noticeably slower. The suit was a marvelous piece of technology that augmented the wearer's physical abilities tenfold, but the blinking red light on the side of his exoskeleton indicated that if he continued to use it carelessly, it would sap the remaining power reserves he had too quickly.

Wilson Fisk knew that his weapon was also running out of power, having a limited supply built into the power pack. When it was fully charged, the front end of the cane could release an energy beam capable of disintegrating solid walls almost instantly, but repeated use and a few missed shots had exhausted its power. Now forced to fight close-range, the battle had become one centered largely on skill rather than the use of high-tech weaponry. Although the older man's armor would normally have give him an edge, the pure physical strength it gave him wasn't enough to completely overpower the larger man's natural abilities.

"Give up, you're finished!" the elderly mobster screamed as he risked another laser blast, but his attack missed as the big man was still surprisingly agile.

Wilson Fisk charged forward and charged towards his opponent. "We will see!" he shouted back angrily.

The larger man let out a loud growl as he attempted to pull the enemy into his signature bear hug, but Silvio Manfretti matched him by seizing his hands with his metal-encased digits. The two crime lords wrestled hand-to-hand as they locked arms, beads of sweat forming on their faces as they attempted to force each other back. The elderly gangster exerted the armor's full power into his arms and managed to lift his opponent into the air, slamming him into the ground with as much force as he could muster.

Kingpin recovered almost instantly, grabbing hold of his opponent's leg and pulled him onto the floor as he stood back up. The armored Maggia boss had also gotten to his feet, but was mercilessly pummeled by the enemy's giant fist. The crime king was surprising skilled in the martial arts for a man of his size, and landed a series of punches as the elderly man backed away. Although he crumpled slightly under the force of the blows, he worked hard to defend his face from harm and raised his arms to block. Seeing his opponent was using the armor to render his attacks ineffective, the big man watched for an opening and used this against him.

"You're getting sloppy!" Kingpin shoved the end of his walking stick forward, pressing a button on the handle that released a surge of electricity through the enemy's body. The victim screamed in pain as the metal armor worsened his suffering. "I hope you like the built-in stun gun that my scientists added to this weapon."

Without warning, the octopus-themed villain broke off from his battle with the X-Men, his arms seizing hold of the weakened Silvermane. "Allow me to crush him!"

Before either of them could speak again, Cyclops sent a blast of energy in their direction. Doctor Octopus sneered angrily, using the armored form of Silvermane to block the attack before tossing his now unconscious form aside like garbage. The three heroes rounded on the pair of bad guys, the arachnid-themed hero was unsurprised that he had used the enemy as a shield, while Jean was clearly horrified at this practice. Although they had been fighting for a while, the team had rare met someone with such purely vicious tendencies.

"That was uncalled for!" Jean screamed as she attempted to blast away the multi-limbed villain with her telekinesis.

"Naïve girl… This is battle, and he was the enemy!" the doctor shouted condescendingly.

Cyclops attempted to blast the mad scientist with his powers, but Wilson Fisk intervened by lifting a large computer terminal from the other side of the room and throwing it into the path of his beam. The explosion it created send debris everywhere, temporarily blinding the heroes, but Doctor Octopus knew how to exploit hesitation and quickly seized the female mutant by the arm, smashing her into the ground with excessive force once or twice. She cried out in pain as a second mechanical arm came up and snapped her limb, the pain preventing her from properly focusing her powers.

Scott looked horrified by this display, his hand instinctively reaching to his visor. "Let her go or I'll turn you into a pile of smoldering ash!" he screamed angrily.

"I wouldn't do that if I were you!" Octavius replied with a challenging glare, his mechanical arms lifting up her unconscious form like a human shield. "I would advise you rethink your position and surrender, or watch as I kill this woman."

"You're bluffing!" Cyclops screamed with an unshakable rage that was rarely seen from him.

To the mutant's surprise, his masked ally stepped forward and raised his hands in the air. "I've know this creepazoid for a long time. He's not joking…" the spider-themed hero replied with a dismal nod. "If we break the deal, Doc Ock won't hesitate to kill her, especially now that she's helpless to defend herself."

His fellow hero fell quiet for a moment before imitating the masked man's gesture. "That bastard." he muttered angrily.

"You were wise to surrender to me!" the made scientist answered, as his two lower tentacles grabbed hold of the remaining heroes. "Know that today you found yourselves at the mercy of Doctor Otto Octavius!"

He dangled them above his head and spun their bodies around like playthings, letting out an evil laugh as he watched their misery. After tormenting them for a moment or two longer, the multi-limbed villain extended the claw holding his most hated nemesis forward so that his employer could deal with him personally. The crime king stepped forward with a look of anticipating, his hands wrapping around the boy's throat in a threatening manner. Peter Parker closed his eyes and braced himself, but was surprised when his captor pulled him away.

"Before we squash this pest once and for all, perhaps we should reveal his secret identity to the world… See the face that lies beneath the mask." Doctor Octopus suggested with a look of interest.

"Ah yes… This is truly a momentous occasion." The Kingpin raised his arms triumphantly as he glanced around the room, his eyes settling on the defeated form of his gangland rival, and then loving back towards the captured heroes. "My greatest enemies have been defeated, and now the underworld will see that no one has the power to dethrone me!"

Spider-Man perked up all of a sudden, his brain hatching an idea. "Hey why don't we wait just a minute? Wasn't it Doc Ock who defeated the three of us?

"What kind of nonsense are you prattling about?" Wilson Fisk glared daggers at his longtime adversary.

"All I'm saying is that you sure know how to take the credit from the guy who really did all the work, don't you?" the masked hero added with a hidden smile.

Doctor Octopus scratched his chin with his human hand. "The boy does have a valid point… It was I who captured these enemies, so I should be the one to have the glory of unmasking Spider-Man."

"It was my employment that brought you here today, otherwise you would never have been present for this battle." The larger man told him off with an angry expression, punching his left fist into his right hand. "You work for me now, and you must never forget that!"

"Otto Octavius works for no one!" the mad scientist replied wit a nasty grimace, his sunglasses flashing dangerously.

The two men glared at each other as if expecting the other man to attack. Using this brief disagreement as a distraction, Spider-Man exchanged quick nods with his fellow hero, giving Cyclops a chance to blast the ceiling fan above their heads. The fan crashed into the mad scientist, allowing them to free themselves from his grip and escape with Jean's unconscious form in toe. The villains advanced on them angrily, but a second distraction quickly stole the attention of everyone in the room.

Angel came flying through one of the previously broken windows, tossing the Vulture's limp body at Doctor Octopus. They collided violently, allowing Cyclops a chance to blast them with his heat vision. The two villains shouted a mingled combination of screams and curses as they slammed into a nearby wall. Letting out an enraged roar, the violent scientist lifted Adrian Toomes off of him with his mechanical arms, discarding the body with a serious lack of consideration for his fellow villain.

"You will pay for this humiliation." He seethed angrily, his robotic arms shooting out as he attempted to capture the heroes once more.

Scott picked up Jean and looked up. "Angel, take Jean to safety!" he called out.

Warren Worthington swooped down and seized the unconscious psychic, carrying her into the air and out of the reach of the villain's tentacles. "Are you guys going to be all right here while I;m gone?"

"Just go… Come back once she's out of harm's way!" Cyclops screamed, his eyes filled with genuine concern for his girlfriend. "Protect her with your life."

"No problem, just be careful!" The winged man nodded quickly as he flew out the nearby window, leaving them behind with the bad guys.

Cyclops wasted no time as he angrily shot at Doctor Octopus, but the stocky man was extremely fast with his mechanical arms, the extra limbs propelling him around with surprising speed. He bounced off walls and sprung from the ground in a frightening display, his jumps and maneuvers made more terrifying by his anger towards the heroes. Scott gasped as he barely escape death, rolling on the ground and using his energy blasts to keep the opponent from killing him as those giant metal claws struck again and again.

One the other side of the room, Spider-Man crumbled under the sheer force of the crime lord's fist. Recoiling in agony, he scurried up the nearby wall. He decided to use his webbing to bind the larger man's arms in an attempt to make him less dangerous. The big man was a master of the martial arts and possibly one of the most accomplish sumo wrestlers in the world, although the public would never know this.

Wrapping a shot of webbing around his arm, the hero tried to use his spider strength to lift him off of the ground, but the enemy resisted. "I've got you now!"

"Who has who?" Wilson Fisk retaliated with an evil smirk, his captured arm flexing to reveal his incredible muscle mass.

Te Kingpin gave the streamer of webbing a powerful yank, effortlessly pulling his adversary off of the wall like a man reeling in a small fish. Peter Parker struggled in mid-air and attempted to shoot another web blast, but the big man pulled him within reach and nailed him in the stomach with a the force of a wrecking ball, flattening him like an elephant stomping on a bug. The vigilante gasped in pain, the hammer-like blow sending him sailing backwards into Cyclops. They hit the ground with a groan, the two villains advancing on them to finish the fight.

"Damn it… We can't let them win!" Spider-Man groaned.

Scott had taken a pummeling earlier and was starting to give into fatigue, the only thing keeping him standing was the anger in his chest at what his opponent did to Jean. "Let's just hope that the others get back here soon!"

Doctor Octopus prepared to kill them again as he approached, somehow looking even angrier than before. "You two have tried my patience for the last time!"

Before he could grab them, the nearby door was kicked down, revealing another figure. They had hoped it the others had come back, but upon seeing who it was, neither had been expecting the outcome. A slightly muscular man clad in a dark red form-fitting outfit entered the room, the top of his face hidden by a mask of the same color. He was roughly around as tall as Peter Parker, and the only indication of his identity were the pair of Ds depicted on his chest. The man dashed forward with incredible speed, smacking the mechanical arms away from the two heroes with a black nightstick.

"Daredevil!" the Kingpin screamed wildly, his beady eyes widening with a sense of intense hatred even deeper than that he harbored towards the arachnid.

Spider-Man seized the mutant by his shirt and pulled him out of the way as the battle resumed, taking a moment to glance back as the enemy fought with the newcomer. "You're a little late to the party." He shouted at the familiar hero.

The red-clad man glanced back at him as he continued to dance around the villain's flailing metal arms. "I was detained by the mess going on outside, although I wouldn't miss this for the world." He replied in a deep, serious voice. "Forgive my tardiness, but the Spider Slayers that Smythe built were causing a major issue outside."

"No problem." Peter Parker replied as he jumped onto the wall and climbed back up.

Scott glanced around nervously as he watched them fight. "I take it you know this guy?" he asked nervously.

The spider-themed hero nodded quickly. "If we get a chance, maybe I'll explain later. Just remember that he's one of the good guys."

"I am not your enemy!" the blind hero reiterated calmly. "We don't have time to explain anymore right now, so you guys just have to take care of Octavius… the Kingpin is mine!" Daredevil added as he ignored the others and went straight for the prize.

Meanwhile…

Several floors above them, Wolverine and Captain America had been searching the mazelike headquarters for the Chameleon. The feral mutant was growing more impatient by the second. His sense of smell had allowed him to track the enemy this far, but due to the sheer complexity of the building's layout, he had been forced to slice through walls to get close to the enemy only to fin that he had already left by that point.

Logan realized now why Nick Fury had needed him for this mission. As much as he hated to admit it, the Chameleon was a master when it came time to escaping dangerous situations and hiding, and due to the hologram belt the villain wore around his waist, he could change his appearance at will and was ever harder to catch. Due to his animal-like instincts, the former Weapon X mutant could not only track his scent, but also find him if he was disguised as another person. The only problem right now was that they had both underestimated how resourceful he could be.

"Are we close to him?" Captain America asked his partner.

Wolverine took a second to sniff the air. "Yeah he's around, but it looks like we've got some company to entertain first."

"Kill the intruders!" a uniformed guard ordered, prompting several gunmen to emerge from behind desks and tables.

They aimed their weapons at the intruders, firing without a moment's hesitation. Steve Rogers blocked their assault with his shield, allowing his partner to crouch behind him as they prepared to finish off the enemy. Both men saw one of the guards run into the nearby stairwell, leading them both to the conclusion that the man they were after had just escaped for the umpteenth time, earning an angry growl from the feral mutant. While his partner was slightly more patient during this chase, Logan was feeling a strong temptation to butcher the surrounding enemies and disembowel the shape shifter on sight.

Now locked in combat with several of the Kingpin's security forces, they were forced to fight their way through crowds of the big man's henchmen if they wanted to follow after their prey. They both knew that catching the shape shifter was important, because if they failed now he would probably escape and then the chase would begin all over again. Both men were incredibly skilled fighters and had little trouble defeating the guards, Wolverine disarming them with his precision while his friend clubbed them with his indestructible shield.

"Surrender or I'll shoot!" one of the guards shouted, pointing a machinegun at them.

Before he could even finish speaking, Logan sliced his weapon in half, lifting him over his head and throwing him into his fellow guards like a human projectile. Several more ran over to help, but the blue clad hero tossed his shield at their feet, tripping the group so that their weapons were sent flying. As if anticipating his partner's actions, the Weapon X mutant released his adamantium claws like hidden daggers and used them to slice the airborne weapons into metal ribbons with a few quick movements of his wrist, but before they could proceed, several more guards ran into the room.

"I'll handle these guys, go!" Logan shouted, gesturing to the exit that the master of disguise had used only moments ago.

Captain America hurtled over the disarmed guards and headed up the stairs. "All right, I'm on it!" he called back before ducking through the passage and into the next hallway.

Knowing that his war buddy was more than capable of dealing with a few thugs, the blue-clad patriot continued into the next room. From the shear number of guards they had encountered on the previous floor, not even counting the reinforcements, he had begun to suspect that the enemy was massing to protect an important room. Still, he had not been prepared for what he found beyond the next door. It was a large area very similar in size and layout to the Kingpin's main control room where they had encountered the Chameleon earlier, but this room was filled with several more computer terminals and some glass tubes which seemed to contain different experiments.

Inching his way through the laboratory, he caught sight of an unfinished robot. From the size of the torso and limbs, the mechanical monstrosity looked as thought it would be over one-hundred feet tall when finally assembled. Several unidentified objects were sitting on a series of pedestals, all of which were protected by thick encasements. He curiously touched one of the openings, only to burn through the finger of his glove, which lead him to believe that barriers composed of energy had been erected to prevent anyone from steeling them. It was clearly an important room, considering that everything was so heavily protected, the sheer number of guards in the previous room being the first indication.

Although the area was largely dedicated to the development of technology, he saw what appeared to be human test subjects preserved inside liquid within tick glass tubes, their features oddly distorted by the sheer density of the substance. For a moment the captain was reminded of the day he was first given the super soldier formula and thus became the champion of the allies. It had been at a terrible cost due to the side-effects it had one him, but he quickly put the thought from his mind.

Having been distracted, the patriotic hero barely managed to dodge a bullet that had come inches from killing him. Turning around, he caught sight of the Chameleon, who was no longer using his hologram built. The villain attempted to fire again, but Captain America blocked his shot and tossed the shield at his opponent, knocking the weapon from his hands with a well-placed throw, although the defensive tool accidentally hit a machine during its return trip. The Chameleon came charging at him, both of them disarmed as they engaged in hand-to-hand combat.

"Let see how you fight with the fancy shield!" the plain-faced man commented as he aimed a punch at his opponent.

Steve Rogers dodged the clumsy strike easily, using a sweeping kick to trip up his opponent. The Chameleon was known for being a decent fighter, but his attacks were noticeably sloppy when compared to a powerful superhuman fighter. Captain America seemed to understand this and tried to end the fight quickly, but the villain took out a small blade from his pocket and stabbed the super soldier in the shoulder to slow him down, the pain causing just enough of a distraction to land a punch. He tried to do it again, but the captain reached seized him by the wrist, sending the shape shifter sailing as he landed a much more powerful punch to the enemy's midsection.

"Not so much fun when you can't hide from me!" the super soldier replied with a satisfied expression. "Looks like you're not so tough when you have to stand your ground and fight like a man."

The Chameleon heard footsteps coming and pressed the button on his belt, turning his appearance into a complete copy of his opponent. "No, why don't you stand your ground and fight like a man." He said in an identical voice.

Captain American lost his patience and tackled his opponent to the ground, apparently unfazed by the sudden change of face. Using his superior strength to overwhelm his opponent, the skilled combatant pinned him the floor, slamming is face into the ground with a loud thud. It was odd to attack someone who looked exactly like you, but he had seen a lot of things during World War II that had been even stranger than this. Fighting opponents like the Red Skull and Baron Zemo often took place in laboratories like these, and the experiments they unleashed had been much more terrifying.

The door was kicked in as Wolverine burst into the lab, wearing a nasty expression as he took a deep whiff of the surrounding air. Having incapacitated the guards seconds ago, he quickly ascended the stairs to check on his partner, only to be greeted by painful groans. Rounding the corner, he was greeted by a strange sight, seeing two Captain Americas on the floor, the first holding the other down, while his victim struggled fruitlessly to escape.

"Help… The enemy's got me!" The Chameleon screamed in anguish.

Although he was trying to fool the other hero into thinking he was the real one, the feral mutant seemed more annoyed by this, while his captor wore a crafty expression. Wolverine growled nastily. "You can't fool me that easily, bub. The nose knows…" he added, sniffing the air again to make sure.

Reaching down around the waist area, Wolverine bent over and sliced the belt off of his body, causing the shape shifting villain to return to his true form. A pale, expressionless man wearing dark blue was now trapped in Captain America's grip, no longer able to fool them now that he could not transform. The belt he had worked so hard to make was now in the hands of the enemy, but at this moment the animalistic hero seemed to read his mind and sliced the object up with his claws.

Logan tossed the remains of the device in his face. "If you want it back, here!" he snarled, stepping on the device to prove his point. "You've been a pain in the ass to catch, but after today it looks like the only thing you can really do is hide."

"My superior should be happy to find out that the infamous shape shifter is finally going back to jail." Captain America stood up with his arm wrapped around the villain's throat, using a pair of handcuffs to prevent him from escaping. "Don't even think about running away."

"Damn! I didn't sign up for this!" the shifty criminal snapped angrily, causing his captor to tighten his grip.

The Chameleon thought for a moment, considering the fact that two heroes had purposed chased him down, one of them having the sense of smell to not only tack track him down, but also render his disguises useless. Wracking his brain, he remembered their faces from the previous night when they had attacked the warehouse asking for him, silently cursing himself as he finally remembered this crucial detail. It was clear that these two guys had been searching for him, and had little interest in the other villains if any.

He looked as if someone had slapped him. "Who sent you people to find me, SHIELD?" he barked angrily, earning a small nod from his captor.

"From the records they showed me, it looks like you've got a lot to answer to." Steve Roger replied with an almost pitiable expression. "You spend your time changing forms, but it doesn't look like anyone would want to be in your shoes now."

Meanwhile…

As the other two heroes began to attack Doctor Octopus again, the newcomer charged the big man with all of his might, swiftly bringing down the end of his club once they were within reach. The crime lord growled as he reached for his walking stick, parrying the enemy's blow with the side of the weapon as he wielded it like a sword. His arch nemesis was surprisingly strong despite being smaller in size and stature, although he relied more on skill than brute strength in such battles.

"You would have to be fearless to challenge me so many times!" the larger man shouted with a sense of outrage. "Your stupidity amazes even me!"

Daredevil exerted more force as they locked weapons, the two glaring at each other with intense hatred. "Think what you want about me, but the day has finally come for you to face justice! This time there will be no escape for you!"

The two arch enemies clashed, neither seeming able to overcome the other as the blind man used his superior senses to figure out where the Kingpin would strike, dodging each consecutive attack with impeccable accuracy. Since he was blind, the masked hero had developed a powerful sixth sense which came in handy during fights. He could sense every movement and noise around him no matter how subtle, and then dodge or counterattack with almost minimal effort. Although he was not endowed with the same kind of powers as mutants, Daredevil's abilities were nearly as superhuman as the other heroes.

The two remaining heroes were struggling against Doctor Octopus, but Angel reappeared as if summoned by their plight. "I gave Jean to the paramedics and cam back here as soon as I could!" he called out to them.

"Glad to hear it! And thanks!" Scott breathed a sigh of relief, although it wasn't as fulfilling as he had hoped due to the fact that he was forced to dive sideways out of his opponent's reach once more. "Are you sure she'll be all right?"

"I made sure that the ambulance was in motion before coming back, so don't worry too much about it. She'll be fine…" Warren added reassuringly.

Before they could resume the conversation, Spider-Man was sent tumbling by, his arms wrapped around one of the mad scientist's tentacles. "Will you guys catch up later…" he jumped to the wall and made a futile attempt to escape the enemy's reach. "In case you're wondering, I could use a little help!"

The mutants exchanged glances and quickly rejoined the battle, but the fight between the Kingpin and Daredevil had come to a boiling point. The larger combatant lifted up his blind opponent and began to squeeze him in a bone-breaking bear hug, but the blind hero had long gotten used to the enemy's fighting style and worked hard to contract his lungs so that he would not be suffocated. Although the enemy could normally have snapped him in half, his slowly worked his way out of the Kingpin's grip, and kicked him in a pressure point, causing the big man to release his grip enough to make an escape.

"You are a pathetic weakling!" the crime lord declared loudly.

"And you are a miserable coward, cowering in the shadows while your subordinates do the dirty work." Matt Murdock retaliated with an unperturbed sense of calm. "You rarely take to the front lines yourself, and that is why you will lose!"

"Die!" Wilson Fisk slammed the ground with his left foot, causing the room to rattle slightly as he charged like a sumo wrestler.

While the criminal mastermind was distracted by his chief adversary, the mutants and Spider-Man finally managed to overwhelm their mutual opponent. Angel began scooping up anything he could find to throw at the mechanical armed villain, showing an unusual reluctance to get too close. Although the stocky man swatted away the falling objects like unwanted nuisances, the ploy was only a meant as a distraction to keep him from going after the other heroes. It looked as though the others had an idea, and Warren was willing to play his part.

"No one defeats Doctor Octopus!" the scientist screamed, throwing his fists into the air in a display of untapped confidence.

"Really… I didn't know you nicknamed me, nobody." Peter Parker shot back sarcastically.

Spider-Man had reloaded a cartridge of his stronger batch of webbing from earlier, having used it during the gang battle that preceding morning. Using the chance the winged mutant had given him, the masked hero wrapped his opponent in the sticky fibers, instantly preventing him from moving his human arms while restraining the movement of some of his metal joints. The coagulating fluid began to expand around its prey, but the multi-limbed villain was not as easy a target as the Scorpion had been.

All four of his mechanical arms flailing around wildly, tearing away at the substance covering his body, while revealing the face of the furious researcher. "This ludicrous farce will not save your lives!" he shouted nastily.

"We weren't trying to." Angel answered in an unshakably calm manner.

Before he could finish freeing himself, the mutant hero acted. Cyclops had hidden behind one of the machines in the room waiting for this moment, only now revealing his presence to the enemy. Placing a hand to his visor, he shot a large beam of red energy at the ceiling above their heads, causing large amounts of debris to rain down from the upper floor. Unable to defend himself due to the restraints, Otto Octavius let out a surprised scream as the rubbed buried him, Angel disabling him by tossing a heavy chunk of metal at his head with extra force to ensure their victory.

Spider-Man approached their opponent to make sure he was knocked out, rolling his body over with the side of his foot. Because the metal tentacles were controlled by his thoughts like regular arms, they remained motionless beside his body, and could not move due to his unconscious state. Once he was certain that they were finished with the villain, the three heroes exchanged glances, and even Angel had come down from the safety of the air to survey the situation up close.

"Looks like Doc Ock won't be causing any more trouble today." The web slinger replied thoughtfully.

"He got what he deserved…" Cyclops responded emotionlessly, his eyes staring at the man's still form lying at their feet.

Angel spared the villain a glance before turning to watch the nearby battle between the crime lord and his nemesis. "Wait, shouldn't we help that Daredevil guy."

They others turned around to jump in, but they were too late. Although the blind hero had the Kingpin in checkmate, the large man was hardly finished. Now on his back on the floor, Wilson Fisk rolled over and grabbed his walking stick, using his own weapon to parry the would-be final blow from his adversary's nightstick. Shoving him away with a wave of his arm, he used the same trick he had on Silvio Manfretti earlier and planted the end of his cane into Daredevil's body, activating the stun gun to incapacitate his opponent.

Daredevil rolled around and stood back up with some difficulty, the electricity not affecting him as badly as it did the metal-clad Silvermane. "Stop where you are!" he yelled, stumbling slightly as he attempted to shake off the effects of the weapon.

Angel swooped down to tackle the crime lord, but the Kingpin swatted him away with a wave of his arm while also pushing him into Spider-Man. They collided in mid-air and fell to the floor as the crime king began to flee the room. Cyclops quickly used his powers in an attempt to stun him with energy blasts, but the giant man was surprisingly agile for someone who had sustained so many injuries.

Wilson Fisk glanced around the room at the heroes, knowing he was impossibly outnumbered. "You may have defeated me, but this is not over yet!" he announced, reaching into his pocket and withdrawing a small remote.

"We'll see about that!" Cyclops shouted, shooting another beam at the larger man.

The Kingpin pressed a button on the remote in his hand, causing the floor beneath his feet to lower. The secret platform lowered him into a secret room directly below his main office. The heroes tried to follow him through the newly opened passage, but before they could enter, a pair of metallic panels slammed shut to prevent them from proceeding any further. Daredevil slammed his fist against the floor before turning away from the others, his focus shifting back towards his mission.

"I thank you for the help, but I must continue my pursuit of the enemy. I am sorry to have been unable to introduce myself earlier." Matt Murdock relied in his deep drawl, giving them a respectful salute as he bolted for the stairs. If we ever meet again, know that my name is Daredevil!"

Angel relaxed as he watched the mysterious hero disappear, letting out a sigh of relief at having survived the battle without any fatal injuries. "He was just passing through like the wind… It's the same as always."

"So you guys know him?" Scott added with a slightly confused expression.

If it weren't for him I might still be blissfully unaware of the existence of this place." Spider-Man gestured around at the surrounding room. "I always noticed early on how the crime in this city was so well-organized, but Daredevil helped me on a case awhile back, and revealed that the puppet master behind the New York Crime Cartel was Wilson Fisk…"

Cyclops heard what had been said, although his thoughts returned to Jean, and then they slowly drifted to Logan instead. He and Captain America had gone after the Chameleon and had yet to return, despite the fact that both men were incredibly skilled fighters. Looking around, he realized fort he first time how exhausted he was from the battles, is hand automatically moving towards the wound on his neck where Doctor Octopus had ensnared him. Silently rubbing the sting away, he felt the searing pain in his legs and fell to his knees with a loud gasp.

To his surprise, the arachnid supported him. "Are you okay?" he asked with genuine concern. "Can you still stand up and walk?"

"Yeah, but thanks a lot for the help." Cyclops answered, forcing a smile through the pain as he managed to walk on his own again. He straightened up at once to hide his weariness. "You guys can go if you want, but I'm going to see how Logan is doing."

"I'm in…" Warren answered without any hesitation.

The web slinger shrugged with a hidden smirk. "I might as well tag along anyway to make sure no one dies, considering that you mutants look like someone ran over you with a steamroller."

Meanwhile…

Several levels above them, Steve Rogers was preparing to leave. "All right, Logan… We should really get going in case the enemy has anything else nasty to throw at us."

Although he had addresses his friend, Wolverine was focused on something else in the room entirely. His eyes widened in shock as he recognized one of the experimental subjects trapped in the tube. Although his helmet was missing and his features distorted slightly by the thick glass and green fluid, he recognized the familiar face of ErikLehnsherr. He had heard that the mutant supremacist had been captured, but this was far worse than what he had been expecting to see. Magneto's eyes were closed as if he were sleeping, but his physical appearance was ragged as if someone had just attacked him.

"Logan, maybe we should go check on the others." Captain America commented, but when his friend did not answer, he spoke again. "Is something wrong?"

"Yeah, there's something wrong!" Wolverine gestured forward, looking as if he were about to punch someone. "The guy trapped inside that tube is the one we've been looking for. He may have been a jerk, but I can't say that he deserves to be treated like this. You and I both know that."

"Wait one moment…" The patriotic hero finished tying a piece of cloth around his prisoner's mouth before joining his war buddy. He looked slightly repulsed by the sight, taking it in slowly before turning his head. "I understand what you mean, even if he is your enemy. The question is, what do you plan on doing now?"

Both men remembered the days they spent as experiments during Project Rebirth and Weapon X, during which they had seen them as expendable goods to be used in war. Steve Rogers hadn't been anything particular special before, and had enjoyed the use of his powers to serve the allies, but this was before realizing that they had been slowly killing him. Logan's case had been much worse in several ways, because he had endured untold amounts of pain during his stay in the government laboratory. The glass tube reminded them of these incidents, and neither wished to relive the pain.

"Stand back!" Logan suddenly warned his friend. "This could get messy!"

The mutant waited for his partner to move alongside their prisoner before slicing through the glass with his claws, ripping them downwards so that the fluid inside began to leak. He repeated this several time before the glass released it's prisoner, but as Magneto's body fell to the floor, the Weapon X mutant felt his own body grown limp. The green substance that now covered his body seemed to burn every inch of flesh it touched, causing him to cry out in agony as he too collapsed on the laboratory floor.

"Logan, what's wrong!" Captain America reached out to his friend, who was now paralyzed by the chemicals covering his body.

"That liquid… Don't touch it!" he hissed through gritted teeth, his pride preventing him from verbally expressing the pain.

Wolverine continued to writhe on the ground, his partner unable to help him. Reaching down, Steve Rogers instinctively slung the mutant over his shoulder, stumbling slightly as he kicked their prisoner to prevent him from trying to escape. He reached down and brought Magneto's body with him, laying both mutants in a sitting position against a machine so that they could both recover. He immediately noticed that whatever kind of substance it was didn't seem to affect him, making him wonder if the chemical mixture in that tube only harmed mutants.

Several minutes passed as he waited for his friend to recover, keeping a sharp ear for signs that there were more enemies nearby. It seemed for the moment that they were safe, and he took the extra time to bind the Chameleon's feet with a rope he found on the floor of the room. Realizing that he could not bear all three of them easily, the super soldier wondered where the others were right now, silently hoping that they would show up. He heard voices heading in their direction and immediately retrieved his shield, but he was relieved when the doors parted to reveal three of his allies.

Spider-Man crossed the room cautiously, his eyes settling on the blue-clad hero and the three men at his feet. "Hey cap, looks like you managed to catch the Chameleon after all."

"Never mind that, what happened to Wolverine?" Cyclops rushed across the room to inspect to situation, his eyes settling on the unconscious form of their nemesis. "Magneto too! Would you guys care to explain what's going on here?"

Angel joined them after surveying the messy laboratory. "That's exactly what I would like to know." he added rationally. "It looks you guys were successful in finding the bad guy, but what happened to them?"

Captain America took a deep breath. "Well to be honest I'm not entirely sure, but it looks like we're inside the Kingpin's main laboratory. The Chameleon kept running away until we corned him in this room and captured him."

Scott instead turned his attention to the limp body of his old mentor. "You need some help?" he began, courteously reaching out to support the injured mutant.

"Stop, I can stand on my own!" Logan groaned loudly as his eyes reopened, allowing him to see clearly. With some difficulty, he managed to stand, stumbling around just in time to be caught by his old war buddy. "Thanks, I didn't mean to do that." he added dimly.

"Just calm down… You shouldn't be too proud to accept help from friends." His former student replied with a frown.

Wolverine gave him a small glare, looking thoroughly annoyed by the younger mutant's sudden jump to conclusions. "Why don't you try and listen to what I have to say before you start parroting back stuff you learned from Charles!"

His ex student looked more insulted by this statement, but Captain America decided to help clarify things. "What he means to say is that you should be more careful." The super soldier began to explain. "That odd green substance on his clothing seems to have negative affects on mutants."

Spider-Man scratched his head. "Maybe you should explain to us what happened after you capture no-face over there." He pointed at the shape shifting villain passed out cold a few feet away.

"I'll take it from here, cap." Wolverine managed to sit up a little higher, his regenerative abilities just now beginning to repair the injuries he had received as the chemical's affects slowly wore off. "I found Magneto trapped in here like a test animal. He was trapped in a tube of this green stuff, almost like the big man was using him as an experiment."

"Did you discover what the Kingpin wanted with him?" Warren Worthington questioned.

Logan let out a small groan before gathering himself again. "I don't have a clue what he was up to, seeing how the fat man didn't seem to care much for mutants even back when I was his prisoner. All I know is that when I tried to open the tank, that liquid came into contact with my body and then it felt like someone had set me on fire."

His war buddy glanced over at the man on his shoulder. "He passed out for a few minutes while I tried to help him, but I couldn't do much. Shortly after that, you guys showed up."

The group fell silent and considered their situation, all of them realizing that they were still inside an enemy's base which was now surrounded by police. The explosion outside and rumbling downstairs indicated that the fighting was still going on, but it was still nothing compared to the noise from before. Whatever was going on outside the room, it was clear that the gang war was slowing beginning to wind down as the criminal factions were incapacitated or arrested. As these thought filled their minds, the white-haired mutant lying at their feet slowly opened his eyes.

Magneto shook his head as he came too, the chemical having had enough time to regain feeling in his body. As his hearing returned, the mutant listened around at the people around him, realizing that he recognized the voices as his enemies. The others were also recognizable, but much less so. The first he remembered from recently, although he was unable to remember exactly who it was, while the second voice seemed to echo through the years from moments long past… Years he would rather forget.

He banished these thoughts from his mind, as his vision cleared. "Where am I? What's going on?" he asked in a demanding drawl, his gaze hardening as he saw the familiar faces of the X-Men.

Scott was unsure of how to address a man who had tried to kill them so many times, but at the moment his feelings towards the situation were mixed at best. "That's… I little bit hard to explain."

"Why don't I take a crack at it?" Spider-Man added, instantly drawing away the magnetic mutant's attention. "You were captured by those creeps at the museum after you beat me up." When he saw the man's uncertainty, the arachnid slapped his palm against his forehead. "Gee, you beat me up twice in art museum of all places, and you still can't remember who I am."

Magneto's eyes narrowed dangerously, his hand reaching out in a failed attempt to activate his powers. "I remember now… Those animals that attacked me that night. You were one of them!"

Peter Parker waved his hands around defensively as he leapt backwards away from the mutant. "Whoa, I was only trying to stop you from stealing that stone from the museum. I honestly had nothing to do with the guys that kidnapped you."

"We did some digging, and it looks as though you were set up." Wolverine replied, looking as though he had lost interest in helping him.

Magneto groaned as he struggled to stand up, his strength returning to him. "I see no reason why human criminals would seek me out, thought this does interest me somewhat."

His eyes scanned the room for a moment as he stumbled around, catching sight of a familiar piece of headgear that had been taken from him during captivity. Summoning his helmet from the inside of a glass case they had placed it, the metallic object smashed through the glass and landed in his hands, allowing him to put it on hi head. He shifted it around a few times to get it in the right position. As he stood up to his full height, the small shadow cast by the helmet gave his aging face a dark, almost malevolent appearance.

Without so much as a backwards glance at the others, he raised his hand, his full powers returning at last. In a demonstration of his fury, the mutant terrorist shattered the metal objects in the lab, the others cringing slightly as he turned all of the expensive machinery into crushed piles of misshapen rubble. The only reason he did collapse the metallic walls was that he was currently standing in the room. At the moment, he had little desire to challenge the heroes or give the local law enforcement a reason to pursue him.

"We know you're after that set of gemstones!" Wolverine stepped in front of his foe, facing him down like an angry predator.

Magneto glared at him before sending the feral mutant flying backwards with a casual wave of his hand. The other heroes turned on him, but he instead pinned the Weapon X mutant to the metal floor with his magnetism. "I would reconsider if you positions were reversed. His skeleton is laced with adamantium… You do the math!" he hissed.

"This man saved your life… Have you no honor at all?" Captain America stepped between them with an angry expression.

The magnetic mutant seemed to acknowledge him for the first time, although his eyes widened in surprise as he saw the man up close. He looked exactly like the man that had saved him from the concentration camps all those years ago, but for obvious reasons it seemed almost impossible that he would still be alive. As if driven by these painful memories, the Holocaust survivor hesitated to attack either of them. After several maddening moments, he lowered his hand and dropped Logan on the ground, glancing between the two men as memories of his past began to overwhelm him.

Drawing himself up to his full height, the mutant activist floated into the air like a malevolent spirit, eerily gliding towards the blue-clad hero. The two exchanged glares as they came within a few feet of each other, it was Magneto who spoke first. "You wear the garb of the legendary super soldier… Who are you?"

Steve Roger had grown tired of answering this question, but he knew why people found the answer so unbelievable. "I am Captain America, and this remains true whether or not you choose to believe me."

The costumed mutant terrorist took in his facial features, and he could see no sign of a lie, or any differences from the man whose face had been permanently burned into his memory. Everything about him was the same, down to his voice and even his presence. Erik Lehnsherr blinked, the scene before him changing to a memory. He saw himself as a child, riding on the shoulder of the legendary hero as they fled the concentration camp. A German soldier fried a weapon to stop them, but he raised his hand to reflect the projectile, saving them both in the process. He blinked again as his mind returned to the present day.

"I see…" Magneto replied solemnly, his reaction making the others unsure of whether or not he actually believed the answer that he had received.

"We ain't done with you yet, bub!" Wolverine charged him again, only to find himself pinned to the floor a second time.

"I don't see why I should answer to any of you." Magneto raised his hands, ripping open the ceiling of the building with his powers. He floated into the air so that he was about ten feet above their heads, his head turning to face the patriotic hero. "It does not matter if you are who you say. I will spare your life in the memory of the legendary soldier."

Scott made an attempt to restart the conversation. "Just what exactly are you planning to do with those artifacts?"

The mutant terrorist turned away from them as he slowly rose higher into the air. He now addressed the mutants. "Since you have saved my life today, I see no reason for us to fight amongst each other. Mutants should not be divided… but if you raise a hand against me, you are my enemy!"

With this ominous warning, the magnetic villain used the surrounding debris to create an orb, concealing himself within the metal sphere. The object floated through the air and into the skies, shrinking as it slowly vanished into the distant clouds. He left them behind with confused expressions, most of the heroes not certain of what to think of his words. To the mutants this was very typical of their nemesis, having dealt with Magneto many times. Captain America was most confused of all considering that the stranger acted strangely towards him despite the fact that he had never meant the man before.

Wolverine practically read his mind, and quickly jabbed him in the shoulder. "I'll explain what he was talking about later." He muttered so low that only the two of them could hear.

The other mutants spoke amongst themselves, but Spider-Man was he first member of the group to speak up again. "I love a good mystery as much as the next guy, but I think it's time for us to get the Hell out of here. We're still in enemy territory…"

Captain America bent over and retrieved the unconscious form of the Chameleon, slinging the man over his shoulder like a sack of garbage. "Logan and I have to get this guy to the local authorities and contact our superior to pick him up."

"Aren't you coming back the institute with us?" Cyclops added quickly.

"Speaking of which, where is Jean?" Wolverine had noticed her absence earlier, but it had hardly been the time to mention it.

Warren Worthington shook his head with a frown. "I regret to say that she was injured during the battle and had to go the hospital. The paramedics I spoke to earlier said she should be fine, but I made certain she would be safe before coming back here to help these guys clean up the mess."

"That's good to hear." Logan was relieved by this, but he quickly decided to address the first issue. "As for going back home… I'll meet you guys back at the institute as soon as the cap and I are finished up with that pest." He flung his finger over his shoulder at the villain.

The two World War II veterans exited the room and disappeared from view while the remaining heroes followed after them. Angel grabbed onto the remaining mutant and took to the skies though the hole where Magneto had escaped only minutes ago and headed for the nearest rooftop to land. Spider-Man prepared to flee the scene too, but as he was about to jump from the window, he remembered something he had been told at the beginning of this mess and waited for the others to be out of earshot before turning to face Scott and Warren.

Realizing this could help them, he leapt from the Kingpin's lair and swung to the rooftop where they were resting, landing several meters away from them with a well-placed landing. "Wait, I need to tell you guys something before I go!"

"Yeah, what is it?" Cyclops looked up at his new ally, his distrust from before having vanished during the battle.

"Meet me on this same rooftop tomorrow at noon… Once we've had the chance to recover a little bit, there's someone I want you to meet." Spider-Man answered.

Angel raised an eyebrow in confusion. "Who are you talking about?"

"Just trust me… I think she'll be glad to have some visitors." The masked vigilante replied with a casual wave, bending backwards and intentionally falling off the building just so he could save himself moments later with a blast of webbing.

They watched him go before Angel spoke again. "He's hasn't given us a reason not to trust him. Are you planning on staying here another day, or would you rather take Jean back to the institute?"

Cyclops nodded in agreement. "First we should probably head towards the hospital and see if she's all right."

"All right, but my wings are a little tired…" the flying mutant looked slightly amused by the idea. "We'll go check on my car, assuming that it wasn't destroyed during this chaos."

Several Hours Later…

Several miles away from the city, the Kingpin and his assistant were holding up in a hidden laboratory of his own design, very similar to the bunker that had been destroyed during their encounter with HYDRA and X-23. The deformed researcher sat at the computer terminal in the center of the room, silently working as his employer paced the floor impatiently. They escaped the ravaged headquarters via helicopter amidst the ongoing battles, barely managing to get away from the warring factions as they exited the city.

The crime lord walked with a slight limp, having been injured during his battles with Silvermane, Daredevil, and Spider-Man. Of the numerous heroes and villains that opposed his rule of New York City's underground, he considered the three of them to be his arch enemies. They were constantly attempting to remove him from power, and for the first time in his career the enemy had not only raised his main base of operations, but the crime king had also been forced from his lair by the attackers. The very thought made his blood boil with outrage, although for everything they had lost, he was still alive.

"Would you like the good news, or the bad news first?" Landon asked cautiously.

"I am in no mood for these games! Just get on with it!" Wilson Fisk seized his head scientist by the shirt and shook him angrily.

The deformed man looked disheveled as his superior let him go, taking a minute to straighten his tie before sitting back down. "The good news is that I have established a connection with the mainframe back in the lair… The bad news is that every last bit of information has been deleted from the hard drive!"

Kingpin glanced at the screen his eyes widening in fury. "You must be joking!" he bellowed loudly, smashing his fist into the floor with unrestrained force.

His subordinate eyed the small crater he had made with distaste before turning back to the screen. "I wonder if Silverman purposely distracted you with the intent of destroying the mainframe computer. With all of the information in your communications and intelligence network deleted, we have no means of maintaining your criminal activities."

"Who could have done this?" the larger man barked, his anger evaporating as he realized the truth of the situation. "It will take far too much time to rebuild my empire and reestablish my criminal network."

"Furthermore, there is a large amount of incriminating evidence inside your headquarters." The disfigured scientist struck a thinking pose as he considered how they could have allowed this to happen. "It still doesn't make any sense though… Someone would have had to hack the mainframe from within to have any hope of causing this amount of damage to the system. I doubt that even Silvermane has the intelligence and resources to have orchestrated something like this."

"Hack into the police stations computers and see if they have anything relevant that may help us." His employer replied.

Hebert Landon spent several minutes punching in codes and using his skills to decode passwords and pass through the firewalls of the network. Upon entering the back door he had found to the law enforcement database, he scrolled through many pages of police files, quickly finding the most recent captures. His eyes scanned the screen quickly, taking in every bit of information he could possibly find. It seemed as though the New York Police Department actually managed to capture several people on both sides of the battlefield.

The deformed man placed a fist to his lips and cleared his throat before speaking again. "Well according to this information from the police, Silvermane was captured hours ago along with Tombstone and Hammerhead. Several of our own men were taken as well, although it seems like Doctor Octopus was nowhere to be found when law enforcement raided the building. Other than that, we have very little to go off of."

"If that is the case, then I highly doubt Silvermane was the one who orchestrated this tragedy." The Kingpin's thoughts raced as he pondered the situation. "Considering that this ordeal seems to have resulted in the destruction of both of our criminal empires, it seems as though someone else used us to eliminate each other. The question remains… Who was it?"

"It's strange that this would happen so suddenly, but if the police managed to link you to this incident, you will become a fugitive." The disfigured man added hesitantly

Wilson Fisk looked positively murderous in that moment as he picked up his servant, tossing him onto the floor out of frustration. The man groaned in pain, but the large crime lord chose to ignore his suffering. "Know this!" he pointed at the injured researcher. "No matter what the outcome of this catastrophe, I will have my revenge on whoever was responsible!"

The mutated scientist shook his head. "But we've already lost so much! Wouldn't it be wiser to just…"

"I shall find whoever did this and show them how it feels to lose everything!" the Kingpin shouted angrily, shaking his fist in the air. "Mark my words!"

Meanwhile…

Deep in the bowels of the HYDRA terminal, a man wearing a red suit sat in the communication's room, a satisfied expression on his face. The Gorgon held a small flash drive in his hand, looking slightly bored as he played with the device while waiting for his contact to show up. There were several guards outside waiting for him to give the word so they could head back to Europe, but he had warned them to wait until they had what they needed.

The doors behind him swept open, revealing the form of a muscular man wearing a form-fitting black outfit, a helmet-looking mask on his face with two sets of angular horn-like attachments. He wore boots and gauntlets in a similar color to his mask, a skull and crossbones symbol emblazoned on his torso area, and a large scythe in his right hand. The newcomer was rather tall, a large red cape covering his shoulders and reaching slight past his knee area.

"So they sent you, Reaper." Gorgon raised eyebrow behind his dark glasses. "I was expecting Viper to show up in person to clean up this mess, but instead they sent you. The boss was pretty upset when she lost crucial information and depleted the resources of the American HYDRA branch, just to recapture her worthless experiment."

Grim Reaper took a seat across from the other man, casting him a grimace through the shadows. "Baron Strucker was deeply upset, considering that she allowed the experiment to escape and then suffered losses every step of the way. She was stupid to bring the actual files to the fat man's doorstep."

"Which reminds me…" Gorgon's demeanor suddenly became businesslike as he placed the small pocket drive onto the table "Per my instructions, I manipulated Silvio Manfetti into attacking the big man."

"I heard that you actually offered him something in return for his cooperation." The shadowy villain commented with a confused expression.

"That old relic wanted something that would empower him, so I provided his Maggia with some technology to create a battle suit for their boss. He believed I was planning to assist him, but instead I had our agents infiltrate the Kingpin's lair and steal back everything he took from us. For good measure, they also used the terminal in his main laboratory to wipe out his entire system."

The caped villain took the stick drive, turning it over between his fingers. "Would I be correct to assume that you stole everything from him?"

Gorgon dispensed with his grim expression for a second, looking almost pleased. "It took some time to get it all, but the team brought technology that was specifically designed to copy the data from his network. Basically, you hold the Kingpin's entire criminal empire in your hands…"

"This could actually be helpful to us in the future." He replied in a hoarse voice that sounded almost like a whisper. "I believe that this may be enough to make up for Madame Hydra's failure."

The red-suited commander realized that they still questions of their own that needed answering, but decided to put it aside for now. After invading the Kingpin's base of operations, they had returned to find out that the security system for their own lair had been deactivated upon their arrival. The Hobgoblin had also vanished the previous night, although this hardly a problem considering he had been expendable from the start. They assumed the first issue mentioned had been a system malfunction, because there was no major proof that anyone had been inside while they were gone.

"The transport is ready… We're leaving!" Grim Reaper stood up and swept from the room, his cape fluttering behind him.

"We'd better get going then." The mutant stood up as well, following after his fellow agent. "It wouldn't be good to keep Baron Strucker waiting, now would it?"

Note to Readers: Longest chapter yet… Sorry if the quality has slipped any, but I want to finish this story now that I have the inspiration to write. I'm sure you guys think it doesn't look like anyone really won this time around, but you haven't seen what Norman Osborn was up to yet either. I think next chapter will make the plot a little clearer than before. As usual, I'm sorry for any typos or mistakes in spelling and grammar, but I usually write this story late at night.

Please REVIEW… I'm at an all-time low again and only getting about one review per chapter. Still, even that one review helps motivate my writing. Maybe I'll add some romance to the sequel to hook in readers, seeing how the action scenes don't seem to work as well. If you guys like anything about the story in particular or made any observations that can help me, I will be more than happy to hear about it.

As for the plot… It's about to start winding down and will begin to reveal a LOT of things more relating to the sequel, and will allow the relatively small focus of the X-Men Evolution series to broaden into the Marvel Universe. The individual members of the X-Men will also receive more focus, as will the Brotherhood and Magneto's Acolytes. The Kingpin may have avoided arrest, but his continued role in this story will be minimal if he does pop up again. He was the main villain in the New York story arc, but as you can see, it's beginning to wind down.