New York City 5:45am

Just blocks away from the Technodrome, the Turtle Van stops in front of an army of Stone Soldiers coming through portals from Dimension X.

"There's the soldiers." growled Raph.

"There's the transporter." said Cyclops, staring at the roof of a building to the right.

"And there's Magneto." said the Professor, looking upwards to see Magneto, Baxter Stockman and Mystique floating in front of the Technodrome on a plate of metal.

"Red and I will take out these rock guys." said Wolverine.

"Good." nodded Cyclops "Leonardo and I will destroy that transporter."

"Professor, what about you?" asked Leonardo.

"I still feel like I have a little power left in me, I'm going to try speak to Magneto. Hopefully he will listen."

"Good luck Professor." said Leo, before exiting the van with the others.

"Magneto..." thought Xavier, putting his fingers on each side of his head "Please hear me."

"Charles? But how?"

"Erik, you must stop this."

"What for Charles? To let your precious X-Men gain a victory over me? I think not old friend."

"Rethink this Erik, I implore you. No one needs to suffer."

"You know nothing Charles. You don't know what it's like to have a everything you love torn away from you. You never had to live with the same nightmares as I have."

"That may be true Erik, but that doesn't mean others have to pay for it. Look around you. Is this truly the kind of world you want to live in?"

Magneto looks down at the destruction. The people crying, screaming, being pushed out of their homes. He knew this wasn't the kind of world that would make people accept mutants, but he also came too far to turn back now.

"Erik." started Xavier "I know with this newfound power you feel as though fate has given you the opportunity to exact your revenge on mankind.., but though it's effects may be strong... it cannot last., it weakens us. Your Brotherhood have suffered because of it, and they may not return to their normal state. You, though you seem to be doing fine with it now, it will take it's toll. I was exposed to it when I came here and I feel wearing away on me. That's why I urge you to call off this entire thing. As a concerned friend, I beg you."

"No. After all of these years. I am able to achieve my goals. My dreams of a world where mutantkind can live in peace is nigh. Charles, you waste your precious time trying to get me to see your while your X-Men parade around protecting the very people that hate and ridicule you. You are a fool. And I'm afraid our friendship, at least for now, must dissolve. Goodbye Charles."

"No..." gasped Xavier, losing his link, feeling weaker "It's starting."

_

On top of the roof to the left of the Turtle Van, Cyclops and Leo climbed up only to be met by Rocksteady leading a couple of Foot Soldiers to keep the two getting to the transporter.

"You guys ain't goin' no further!" said Rocksteady, aiming his lazer gun at the two heroes "Go get the one eyed freak, I'll take down this turtle!"

The two Foot Soldiers leaped over Rocksteady, landing right in front of Cyclops, who was ready for a fight.

"Shame, I didn't know this was going to be a party." joked Cyclops, dodging the Foot Soldier's kicks.

"I'm afraid the party is ova!" grunted Rocksteady, shooting a beam at Leonardo, who jumped over it and landed right behind him.

"Over for you." said Leo, slicing the gun in half.

"Ooh, ya tore my gun!" stomped Rocksteady, throwing the sliced up gun aside "Now I'm gonna crush ya!"

_

Down in the street below, Wolverine and Raphael prepared for a hectic battle.

"Hope you're ready." said Wolverine, bringing out his claws.

"I'm always ready." said Raph, twirling his sais.

With a yell both Wolverine and Raphael charged at the Stone Soldiers, slicing their gums and decapitating them.

"Ahh!!!" screamed Wolverine, getting shot by one of the lazers.

"Woah!" said Raphael, slicing off the arms of a couple of Stone Soldiers "You alright?"

Wolverine held to his wound as it healed up. He stood and with as much rage as he could muster he stretched out his arms and ran through the crowd of Stone Soldiers, dicing each one he passed.

"Wow." uttered Raphael, watching in amazement.

_

On top of the roof, Cyclops fought with the agile Foot Soldiers. He dodged each of their kicks and punches and managed to throw one of them off the roof.

"Hey watch it!" shouted Raphael from below.

"Sorry." answered Cyclops, noticing the ninja taking out a knife "Look, I don't want to get too rough here."

The Foot Soldier swiped his knife towards Cyclops' visor, coming within inches away from hitting it.

"I wouldn't do that if I were you." warned Cyclops after dodging the knife twice.

The Foot Soldier slashed and sliced as much as he could until he finally got frustrated and grabbed the visor, accidentally opening it, causing the beams to shoot right through his head.

"I tried to warn you." said Cyclops, as the ninja fell lifeless on his back.

"WOAH!!!" screamed Leonardo, getting tossed by Rocksteady towards the edge of the roof.

"Yer about ta fall to yer death turtle!" laughed Rocksteady "Let me help ya out!"

"Get away from him." said Cyclops, pointing his eyes at Rocksteady.

"Beat it one eye!" seethed Rocksteady "Ya ain't about ta ruin my fun!"

"Oh no?"

Flipping his visor open, Cyclops began drawing a circle around where Rocksteady stood.

"Ya missed me by a mile!" laughed Rocksteady before falling down the hole.

Leo, after pulling himself up to the roof ran to the transporter with Cyclops, but before they could get to it they both felt the floor crumbling beneath them and they fell two floors down.

"Ya didn't think I would go down that easy?" chuckled Rocksteady "Now I'm gonna bring the whole house down on ya!"

Rocksteady, with all his might, began pushing down the beams holding up the roof onto Cyclops and Leo. But as Cyclops stood up he caught a glimpse of a mirror right behind Rocksteady. It was in the perfect spot for Cyclops' idea.

"Leo, take out your sword and hold it right in front of you." said Cyclops.

"Like this?" asked Leonardo, unsheathing his sword.

"Point it up just a little."

"Okay." said Leo, realizing what Cyclops was about to do.

As Rocksteady was preoccupied with the heavy beams, Cyclops shot a beam at the mirror which ricocheted, hitting Leonardo's blade and went upward to ceiling above Rocksteady's head, cutting part of the roof which held the machine they needed destroyed.

"HA!" laughed Rocksteady, pushing the beams down, causing the ceiling to cave in and the machine to slide off right on top of his head.

"Let's get out of here." said Leo, placing his katana back in it's strap.

_

In front of the Technodrome, Wolverine and Raphael finished off the last of the Stone Soldiers as the portals to Dimension X closed up.

"Looks like the last of 'em." said Wolverine, pulling his claws from the skull of a dead Stone General.

"It's not over yet." said Cyclops, coming off of the roof with Leo behind.

"I hope we're ready." said Leo.

"I'm ready." answered Raph.

"So are we." said Donatello, coming to the scene with Storm, Michelangelo and Nightcrawler.

"Us too." said Mikey.

"Urg..."

Behind Cyclops and the others, the Professor attempted to make his way out of the Turtle Van.

"Professor." said Cyclops, running to help the Professor off his knees.

"I... I am starting to feel weak..." began Xavier "I fear the same may happen to Erik... I must... I must warn him..."

"No Professor." said Leonardo, helping Xavier back into the van "Let us take care of this."

"Good luck to you then. All of you."