DISCLAIMER: I OWN NOTHING!

Well that didn't take too long. XD

Hey everyone, Surprise! I actually had two chapters ready to go. Thats another reason why I haven't updated in so long. I have actually been writing, intending to post all my chapters at once as a reward for all of those who've been patiently waiting. I intended, to post all three parts to this arc. But, it ended up taking a little longer than intended, so I hope you will be satesfied with these two for the time being.

And to all my American readers, Happy Independence Day!

Enough talk, on with the show!


Chapter 29

Foresight Part 2

When Tony Stark first donned his suit and became Iron Man. He honestly thought his life would get so much easier. Just track down the technology he created that was being used to make weapons by Evil and Corrupt organisations, beat them up, blow up the weapons and be back home for a nightcap and work on a project to make the world a better place.

He certainly did not expect this madhouse of crazy to explode out the moment he stepped into this life. Now he's renting a living space for an ex-spy master assassin, a King from a previously unknown country, a Super Soldier from World War II, a Mad Scientist with a serious Jekyll and Hyde problem, a woman who can shrink to the size of an insect, a supposed Norse God and a Shapeshifting Teenager from an alternate dimension.

And that's not even scrapping the surface of the iceberg of craziness that is his life.

He's faced, beings who control gravity, Gamma Mutants, Aliens and now, he's not only dealing with one, but two cryptic warnings from the future. The kid from the Alternate universe was a tough enough pill to swallow, now they're throwing time travel into the mix.

It's at this point in his life, the Genius Billionaire wondered if the Law of Physics was really more of a set of Guidelines than actual rules. Cause it just seemed like every week, those laws were just getting tossed out the window.

But, questioning reality would have to wait. Right now, he needed to keep his head in the game if the Avengers were going to save the world.

From his seat behind the Quinjet's controls, Iron Man piloted the aircraft in pursuit of a small army of three dozen giant humanoid robots, known as Sentinels. Giant machines, designed with the sole purpose of hunting and destroying Mutants.

Ironically, it was a mutant madman called Magneto that hijacked and launched the Sentinels to attack his Mutant Nation of Genoshia. All to trigger a war between Mutant and Humans. Which, according to Ben, would somehow bring about the end of the world.

Normally, Tony would be sceptical about that leap in logic. However, with Giant robots involved and talks of a crazy A.I. Tony couldn't help but think of Ultron and how close he got to ending the world in just one day.

If Ultron were somehow involved in this… No, there was no way, Hank put a stop to it… But, on the off chance he could be wrong?

They couldn't take that chance. They needed to put a stop to these things before they reach the island.

"We are now in range." Black Panther informed from his position in the co-pilot seat.

"Finally." Clint exclaimed from his chair. "I'm itching to blow some giant robots out of the sky."

Flipping a few switches and the sound of the weapon systems charging up, hummed through the hull of the aircraft.

"No wait!" Iron Man yelled as he got up from his seat and ran to the ramp.

Using his HUD, he accessed the ramps controls and remotely opened the door. Activating his thrusters, the Armored Avenger rocketed out of the jet and pursued the Sentinels himself.

Panther quickly reacted to Iron Mans sudden evacuation and grabbed the Quinjet's controls to keep the aircraft stable, while Thor followed Iron Mans lead and flew out of the jet, alongside him.

"Iron Man, what are you doing?" Panther asked over the comms.

"Trying to score some early points that's what." Hawkeye said, slight outrage in his voice as he grabbed his controls from the gunner's seat and prepared to fire.

"Don't shoot, Clint!" Iron Man's voice barked over the radio.

"Gimme one good reason why not?" Hawkeye asked as he locked onto the closest Sentinel to him.

"Does, not wanting a repeat of Ultron, a good reason?" Iron Man responded.

Hawkeyes eyes widened as his knuckles whitened from his grip on the controls. Thinking about that robot and what he put the Avengers through, still haunted him. Even if he would never admit it.

The others were thinking the same. What happened with Ultron was something they never wanted to relive.

"What are you going to do, Iron Man?" Black Panther asked as he pulled back on the controls to slow the jet down.

"If these things are connected by an A.I. system. Then I need to download the original code so I can erase every trace of it. We can't let this A.I. escape to a new location and start this whole process again." Iron Man explained as he flew closer to the first Sentinel.

He landed on the back of the giant robot, magnetising his suits gauntlets and boots in order to keep him from sliding off.

The Machine didn't react to him landing on it. Most likely due to the A.I. being programmed to only target Mutants at this point in time, it wouldn't register a human as a target or threat.

Such a crude and single-minded mentality for computer program. Making it clear to the Tech Genius that this was a rush job to get these robots operational. But that only makes the A.I. more dangerous as such a simplistic and vague set of commands will only lead the program to build on its own code in order to fulfill its goal.

This was something Tony had to deal with in multiple attempts with A.I. before he perfected JARVIS. Though he never pushed it further than that. Hank was the only one who truly understood A.I. programming. At least, he understood it better than him. He really wished Hank was here. Tony could really use his help right now.

As Iron Man crawled his way to the access panel on the Sentinels back, he quickly ripped off the metal cover and activated his suits access plug and drove it into the Sentinels access port.

His HUD immediately started displaying images as his systems connected to the Machine. After Ultron, Tony went to great lengths to improve his armours software to prevent any foreign Computer Programs from hacking his suit.

"I do not wish to interrupt your efforts, Iron Man. But, if we do not vanquish these metal giants. They will surely reach the island and our efforts will be for not." Thor said as he looked ahead.

Sure enough, the Mutant Nation was just becoming visible through the mists. Time was running out, but Iron Man was certain that if he didn't do this now, then it will be pointless anyway.

Iron Man turned to the God of Thunder. "Thor, I need you slow them down. But you can't damage them yet. I need the signal intact."

"How pray tell do you suggest I do that?" Thor asked confused. As a warrior, he knows the best way to cripple an opponent is to damage their means of moving.

"Make a storm. A big one. Give them some serious turbulence." Iron Man ordered.

The Asgardian Prince understood his task and flew above the flying hoard and into the clouds above. There Thor gathered his power into his hammer, the mighty magical mallet glowed with power as electricity crackled around it. Thor proceeded to spin the hammer around him by the strap. Building more and more momentum as the force of the godly weapon cause the air to change and the clouds to move as they were pulled into the vortex the Thunder God was generating.

Soon the clouds darkened, lighting flashed, and thunder boomed as the storm grew and grew.

Inside the Quinjet, Black Panther could feel the turbulence pounding against the aircraft. The shift in air pressure caused the aircraft is shake violently, forcing the Wakandan King to pull back on the controls and the Quinjet slowed down and put some distance between them and the storm.

Back with Iron Man, the armored hero was doing glaring at his HUD as the loading bar slowly filled up.

'Come on. Come on.' Iron Man said in his mind as he begged the connection to speed up. He was fully aware of how close they were getting to Genoshia. Sweat dripped down his brow as he waited for the bar to finish.

He was fully aware of the risk he was taking. But as Cap would tell him. He made his call, and he had to see it through. More and more he found himself being influenced by the Sentinel of Liberty. It was really starting to get on his nerves.

96%... 97%... The island nation was getting closer and closer by the second. Sweat stung Tony's eyes as that final percentages seemed determine to give him a heart attack. He may need to install another arc reactor in his chest after todays events.

The blinking lights of the capital city of Genoshia, twinkled through the clouds of Thor's storm.

Finally, the bar reached 100%, the HUD immediately displayed the all the data of the Sentinels, including all the systems that they were connected to.

It was all Tony needed. He quickly unplugged from the Sentinel and turned to Thor.

"I got it! Thor I need you to…" Iron Man started to say, when his HUD started to flicker with static. Normally the Armored Billionaire would chalk that up to interference from the storm had it not been for one other problem Tony noticed with his suit…

He couldn't move.

The armor would not respond to his commends, as if he were fighting against a strong current. Checking his systems, there was nothing wrong with the joints. All systems were operating normally.

Iron Man then noticed an increased pressure focusing in the souls of his feet and the back of his head. Side effects that usually associated with an increase in speed. He was accelerating and so were the Sentinels.

Tony looked around and saw that the entire robot army was quickly outpacing Thor's storm, the battering wings and lighting strikes, now having no effect on their flight path.

Iron Man could feel the vibrations of the metal through his suit. That combined with the static and his sudden rigidness could only mean one thing. He was trapped in a magnetic field.

Trying his best to turn his head around. Iron Man tried to call out to the God of Thunder.

"Thor! There's a…. field…. I need you to…. The Sentinels….!" The Armored avenger tried to call out, but his external speakers kept shorting out with static from the interference.

Thor raised an eyebrow in confusion as he tried to make out what Iron Man was saying.

"Pray tell Iron Man. Has thine armor been cured by another virus?" Thor asked, concerned. Recalling what happened with Ultron.

He then noticed Iron Man and the Sentinels pulling away from him at an increased speed. The change was so sudden Thor didn't have a chance to alter his storm as the Mechanical horde pulled ahead, rocketing towards the Mutant Nation.

Back in the Quinjet, Black Panther watched the events unfold and his expression grew concerned under his mask.

"We cannot wait any longer. We have to attack." The Wakandan King ordered.

"But Starks still out there." Hawkeye stated as he checked his scope.

"I trust you are a good enough shot to avoid hitting him. But if we do not strike now, it may be too late." Panther said in a serious tone.

The Archer glanced at the Cat Themed hero with wide eyes. Was he really willing to risk Iron Man's life just like that? Clint always felt the Wakandan King was a bit intense at times, but he never knew he would be willing to go that far.

Really made Clint rethink of ever falling into a coma around him.

Suddenly the aircraft started shaking as the metal hull groaned from strain. The monitors started to flicker with static as the Quinjet picked up speed just like the Sentinels.

"What's going on?" Hawkeye asked.

Black Panther placed his hands on the desktop and lifted himself up to get a better view outside the cockpit as he looked ahead. His eyes narrowed as he made out a shape in the distance.

"We are too late."

Outside, Iron Man felt the pressure on his suit increase as he was ripped off the back of the Sentinel he was on and thrust towards the front of the robot army. There, the Armored Billionaire could finally see what lies ahead. And it made his heart race more than the pressure ever could.

For floating just ahead of the storm, was none other than the Mutant Leader of Genoshia himself, Magneto.

The Magnetic Mutant floated in the air, high above the Mutant Nation. His hand stretched out in front of him as he used his powers to pull Iron Man and the Sentinels closer to him, speeding them up so they would arrive at the island.

Iron Man mentally berated himself. One for not destroying these machines while he had the chance and the second for not having the foresight to construct an armor out of materials that could not be magnetised.

Now all he could do was pray that he could live to regret this mistake. Because, as of this moment, he was completely at the Human hating Mutant's mercy. With one wave of his hand, Magneto could crush Tony like a can of Sardines.

Magneto smiled as held his mental grip on Iron Mans armor and the Sentinel army that floated before him.

Thunder rumbled and lightning flashed, drawing his attention as Thor emerged from the storm. Lightning crackled from his hammer as he raised the mighty weapon in preparation to attack and destroy the Sentinels.

With a quick motion with his hands, Magneto used his powers to manipulate the Quinjet so that it would fly directly into the path of the Asgardian Prince.

Seeing his allies in his line-of-sight surprised Thor as he swiftly pivoted his aim away from them and fired a bolt of magical lighting into the sky, lighting up the darkness with a brilliant flash of light.

That action was certainly enough to draw the attention of every single Mutant that was currently residing on Genoshia as hundreds of citizens now had their attention focused on the night sky.

This provided the perfect opportunity as Magneto made another motion with his hand.

Suddenly Iron Man's right arm was forcibly aimed towards the Evil Mutant and his missile launcher was forced from its housing unit. The Armored Billionaire tried his best to pull his arm away, but it was no use. The Magnetic field was far too strong.

The spark ignited and the projectile launched. The mini rocket flew towards the Magnetic Mutant and detonated, sending Magneto flying from the sky, hurtling into the balcony of his palace.

Inside the Quinjet, Hawkeye and Panther bore witness to the events, with the former looking on slack jawed.

"Woah. Gotta hand it to Stark. He really comes prepared."

"No" Panther responded, bluntly. "Magneto did that himself."

Clint looked at the Wakandan with a confused look. Black Panther couldn't fault the Archer. He has the keenest eyes of any human being he has ever met. But even the sharpest human senses fall short to the enhanced vision his cowl provides.

As Panthers keen eye saw that Magneto used his powers to detonate the projectile before it hit and even prevented any shrapnel from ever touching him, allowing the force of the missile to propel him down. It was all staged.

At this point Hawkeye could only slink back into his chair as he watched the events unfold.

"So, can we some this up to a complete failure or disastrous screw up?" The Archer said in a shacky tone. His usual humour could not mask his fears this time.

Had Panther not been raised receiving the highest education and groomed with proper royal etiquette, he'd probably have chosen a much more colourful way of saying.

"We have failed."


Jean Grey backed away from the gathered Mutants of the Inner Circle. So much has happened to her in the span of a single day that would cause anyone to break down. But now she has just been told by a woman she's only met that day that she has some ancient entity inside her that's going to cause the apocalypse.

To say she was overwhelmed would be an understatement.

In his hiding spot, the Alien Shapeshifter Ben Tennyson, currently in the form of Nanomech, observed the conversation as it played out.

The Teen Hero was reeling from what has been revealed. News about the end of the world was never an easy pill to swallow. But, in his case, this would be the second time he's gotten this warning today. Now he felt conflicted.

When he and X-23 arrived at this mansion, they were both convinced that Jean had been kidnapped by Emma Frost and had some nefarious plan for her. But, now Emma has revealed that she and this Group are actually trying to save the world from this Ancient Phoenix Force that's living in Jeans body.

A noble intention, even though Nanomech thought the execution was a little suspect.

With all this information out in the open, The Alien Teen had to consider his actions. Despite talking with Professor X and seeing the future he's in. Ben found it hard to believe that an A.I like Mastermold, could take over the world as a result of a war between Humans and Mutants. Even if such a war started, the Avengers would've stepped in and after Ultron, Tony, Panther or even Hank would've created countermeasures against a Machine uprising.

But upon learning of this ancient power inside Jean. Nanomech started to understand. Somehow, this Phoenix is unleashed at the same time the War begins. Ben saw how a scared, amnesiac Jean could knock out an entire city with her psychic powers. He could only imagine what a fully mastered, cosmic powered Jean could do if this Fire Bird fully possessed her.

From how Emma talked about this entity, the Young Hero doubted a little bird seed will calm it down.

"I wanna see the Professor." Jean suddenly demanded with a confident expression.

Hearing Jean talked about her teacher with such confidence as opposed to the shy, timid woman he met earlier that day. Nanomech got the impression that the Psychic mutant had regained her memories, or at least part of them.

Emma gave Jean a soft, sympathetic expression. "Jean, I told you. He's in a comma. He can't help you."

That was technically true, though Professor X can still communicate with Jean using his telepathy in the future. Though given their last conversation, the Professor might be unavailable at the moment. Also, its unknown if Emma even knows the Professor can communicate that way. Given how little Logan trusted her, it's unclear to him if she is aware of that.

Though it seemed Jean would not be deterred as she immediately turned around and walked towards the door on the other end of the room.

"I'll get through to him somehow." Jean said determined. The look in her eye, combined with the power she displayed yesterday. Jean certainly embodied the phrase, fiery red head.

She didn't get far as Emma quickly chased after her and cut her off, placing her hand on Jeans shoulder to stop her advance.

"Please, listen. If we don't do this now, we may not get another chance." Emma pleaded.

However, Jean was done listening to the Blonde Mutant as she brushed Emma's hand off her shoulder and forced her way past.

"I'm not doing anything without him." She said stubbornly. Storming past Emma, Jean made her way to the door.

Nanomech was about to follow, figuring if he could meet with Laura, they could both meet Jean at the front of the mansion and take her back to the Professor to get his help. Hopefully Charles will know something about the Phoenix in the future that could help them.

But, before he could, he noticed Emma turning back to her upper-class friends and the one in the front, Sebastian Shaw, gave her a nod.

The White Queen sighed as she turned back to Jean and placed her hand to her forehead and closed her eyes.

Nanomech saw her perform that same action multiple times to know that it meant she was using her powers or telepathy.

Just then, Jean flung open the double doors on the far end of the room. There she stopped as five figures approached her, clade in hooded cloaks that covered their bodies, with the light of the room illuminating the lower parts of their faces. The slender frame made it clear to the Alien Teen these were girls. Teenagers to be exact, all exactly the same height as each other.

The five girls surrounded Jean, who looked around at them confused. Then she groaned as she clutched her head in pain. Before she could understand what was happening, she had collapsed. Unconscious.

The five girls were joined by the other members of the Inner Circle. Emma looking down at the unconscious red head with annoyance.

"This won't be as simple as I'd hoped." She remarked.

"What does that mean?" Sebastian Shaw asked.

Emma walked around Jean until she was standing over her head as she explained. "We must now trick Jean into removing the mental barriers herself."

"How many of them are in place?" Shaw questioned, his tone matching the ever-growing impatience his posture was displaying.

"I won't know until I'm inside." Emma answered. "Even then, I might not find them all."

As they spoke, Selene glided to Emma's right, her expression intense as she turned her head to the Blonde Telepath. "Why is it, Emma, that Jean must remove them? Are you incapable of doing it yourself?" Her tone dripped with distain, as if there was some distrust between the two.

"I probably could, Selene, if they were put there by anyone but Charles Xavier." Emma responded in a calm tone. As if Selene's jab at her abilities made no impact on her, whatsoever.

"Girls, let's proceed." Emma ordered as the girls moved to pick up Jeans body.

Suddenly, a small green light floated down from above them and stopped, just above Jeans body. The gathered mutants all looked at the light in confusion, when a bolt of green energy shot out from the light, striking the five girls, causing them to yelp in pain and back away.

What followed was the light suddenly erupted into a blinding flash that forced everyone to shield their eyes and reflexively back away from the unconscious woman.

When the light died down, they all looked back and to their shock. A large humanoid wolf creature was now standing over Jeans unconscious form. It's fangs bared as it growled at them.

As the members of the Inner Circle slowly composed themselves. Emma noticed the familiar symbol on the creature's chest, and she immediately knew who this was.

Blitzwolfer snarled at the elegant mutants that surrounded him. While he may have his doubts about what is the best course of action to save the future. His hero instincts knew for full certainty that no matter the intention, attacking an innocent person is never any justification. No matter how noble the intention.

The Mutants all seemed to recover from their surprise and looked ready to counterattack. Acting fast, Blitzwolfer split his mouth in half and unleashed his sonic howl. Aiming right at Emma and the girls in the cloaks.

Despite the Ultimatrix's defences against psychic attacks, the Alien Teen figured it would be best to take them out of play immediately.

The force of the blast swiftly stunned the Blond Telepath and knocked the other five out. The remaining mutants covered their ears due to the intensity of the soundwaves unleashed from the Alien Werewolf. His sonic howl was enough to cause the entire room to shake as the sound echoed throughout the mansion.

With the telepath taken care of, Blitzwolfer turned his attention to the remaining members of the Inner Circle.

The Alien Avenger was weary about them. Unlike Emma, Blitzwolfer had no clue what kind of powers these people possessed. Putting him at the disadvantage, so the best strategy he should use would be retreating with Jean.

Acting fast, Blitzwolfer scooped up Jean in one of his arms and quickly bolted to the exit. Running on three legs, while cradling Jean in the fourth.

Unfortunately, he didn't make it far as his entire body started feeling really heavy. Every movement became sluggish as the Alien Wolf-Man felt as if every part of his body now weighted a ton.

He soon found himself tumbling to the floor. His claws just catching himself and Jean before he hit the ground. Already his claws started sinking into the ground due to his weight.

Quickly glancing at Jean, worried how she was being affected by this. But she seemed perfectly fine. There didn't seem to be any change to her body as she was still lying comfortably in his arm.

Meaning that whatever was happening, was only happening to him. Forcing his head to turn back and look at the Mutants, he saw the fat one, Leland, had his arms out in front of him and a strained expression on his face.

No doubt, he was the one causing Blitzwolfer's sudden weight gain. It wasn't telekinesis, otherwise he could've thrown the Alien into the wall or the ceiling. A more likely assessment of his abilities is a type of gravity manipulation. With very precise control as he is only affecting Blitzwolfer and not Jean.

Using all the strength he could muster. Blitzwolfer managed to pivot his body enough to allow his head to face the heavy weight mutant. He then opened his mouth completely and fired his sonic howl directly at Leland.

The green sound waves blasted towards him, causing cracks in the ground as it travelled. But before the sonic howl could hit him. Sebastian Shaw stepped in between his comrade and the incoming attack and shielded the husky mutant.

A very noble action, the alien hero had to admit. He wasn't expecting that level of trust and devotion from a group as posh as these people appear.

The soundwaves struck Shaw at full force. But instead of flying back like anyone else, or even looking in pain. The Mutant just smirked as his body appeared to vibrate as if he absorbed Blitzwolfer's attack into his own body.

"I will admit. That was more than I expected. But a fruitless effort all the same." Shaw mocked the alien.

"How did this mongrel get into the mansion in the first place?" The Mutant named Selene asked as she glared daggers at the Alien Werewolf. An uneasy shiver crept up Blitzwolfer's spin. Something that concerned the alien hero greatly.

"It does not matter. He won't be leaving the manor alive." Shaw stated.

With that he and Selene started to advance towards their target. While the skinny mutant Donald Pierce, held back.

As they approached, Blitzwolfer's ears flicked as he detected a sound nearby and a familiar scent filled his nose.

The Alien Teen smirked as he raised his head to his opponents.

"Fun fact about wolves." He said in a cocky tone, causing the gathered mutants to all look puzzled. "We tend to travel in packs."

A familiar sniked sound is heard from above as Blitzwolfer glances up to see X-23 leap down from the ceiling like a jungle cat. Pouncing straight for Leland, stabbing her claws into the Obese Mutants left leg.

Leland cried out in pain as he dropped to the ground with a loud thud. Clutching his bleeding leg.

With his main obstacle taken care of. Blitzwolfer was freed from his gravitational prison and quickly leaped away from Selene, who appeared to be reaching out to grab either him or Jean. He wasn't about to wait to find out which one.

Seeing his ally injured, the skinny mutant Donald Pierce, raised his right hand and aimed it at X-23. Yellow energy started to collect in his palm as he prepared to fire the energy at her.

However, just as he was about to fire. A flash of green light suddenly erupted, blinding him. Despite his vision becoming blurry, Pierce still fired his energy in hopes he would still hit his target.

Once his vision cleared, he soon realised that his beam did hit, but not the target he was aiming for. Instead, it struck the arm of a large, yellow, Yeti-like creature that had leaped in between him and the clawed mutant.

Shocksquatch smirked as electricity danced across his fur. The alien teen was going for one of his energy absorption forms. But, Shocksquatch was an acceptable alternative. While his couldn't absorb energy, he could shield himself from harmful energy. An ability he never tested before now, but what better way than a trial by fire.

The Yeti Alien swiftly backhanded the skinny mutant. Sending him flying to the wall on the far side. Stunned by still conscious.

He was then joined by X-23 as they stood side by side to face the last two members of the Inner Circle that were still standing.

"The plan was to observe and regroup before attempting a rescue. Why did you not adhere to the plan?" Laura asked, keeping her guard up and not breaking eye contact from their opponents.

"Sorry. Things just got a little hairy and I had to act, eh." Shocksquatch replied, quickly glancing down at Jean, who was still unconscious in his arm.

"You are making a mistake." Shaw stated as he stepped forward. "We are trying to save this world from disaster."

"We are the only ones who can stop the Phoenix Force from ravaging this planet." Selene chimed in.

X-23's eyes narrowed as Shaw took another step towards the duo. "I understand how our methods seem, unorthodox. But our intentions are noble. I assure you, no harm will come to the girl. We only wish to destroy the Phoenix once and for all."

The sincerity in Shaw's voice really rang out in Shocksquatch's ears. He heard Emma explain all of this before and on top of everything else that's ridding on this. Could he really be picky on who he can trust when the future is at stake?

"He's lying." Laura's voice suddenly derailed his train of thought.

Shocksquatch turned to look at her, taken aback by her bluntness. Knowing her, she wouldn't say something like that unless she was certain.

"Are you sure?" He asked, a little unsure.

Laura nodded. "He's good. Better than most. But not enough to hide it from me."

Shocksquatch nodded as he turned his attention back to Shaw. While he may have his own doubts. The Alien Teen knew he could trust Laura's judgment.

"Well, you heard the lady. Sorry, to tell ya. But we just don't think you guys are the right influence for Jeanie here." Shocksquatch quipped with a cocky smirk.

He and X-23 both got into fighting stances as Shaw's expression grew angry and annoyed. Selene on the other hand, seemed to enjoy the sudden turn of events.

"Well. Seems now we can abandon this pointless charade." The raven haired mutant said as she stood tall. Her eyes focused and intense, but with a glint of glee. Like she could finally relax and show her true self, after putting on an act for a fancy function.

She raised her hands and the ground started the shake as cracks appeared in the ground. Chucks of marble and rock levitated from the floor and floated just in front of Selene as she grinned with delight.

Shocksquatch took a weary step back. Like Jean, this woman is a telekinetic. Yet she didn't make any attempt to use her powers on him of Jean. Either she was just pretending to be helpless, or her powers don't work on organic beings?

One way to find out.

Shocksquatch tilted his head towards his partner. X-23 saw him as he glanced at Selene, then Shaw and clenched his free hand into a fist as it sparked with electricity.

Understanding his plan, X-23 charged forward. Heading straight for Selene.

The Black Dressed Mutant smirked as she flicked her wrist and the floating rocks flew forth, towards the clawed mutant.

X-23 continued to charge towards her, undeterred by the approaching rocks. Until the closest one was about to strike her, X-23 leaped over the first rock, gliding over it with such agility and elegance. She then used her foot claw to slash the second rock in half with a well-timed kick and finally, rolled under the last rock as she launched herself towards Selene, with her arms and claws extended.

Selene's confident smile faltered slightly as she waved her hand, again. This time several of the historic items from the displays, flew off their pedestals and flew towards the X-Man.

X-23 saw the incoming artwork but couldn't do anything to avoid them as she was in mid-air. So, she made no move against the incoming items, as they collided with her. Knocking her aside and sending her flying in Shaw's direction.

Unfortunately for her, she was so focused on the Teen Mutant, she failed to notice the large Alien bearing down on her until his large paw struck her in the gut.

Selene coughed up spit as the wind was knocked out of her. Shocksquatch smirked as his theory turned out to be true. The Raven-Haired Woman could only manipulate inorganic matter, otherwise she would've thrown X-23 to the side, instead of using the historic relics to counter her.

Shocksquatch felt bad about essentially using Laura to test that theory but given that he still needed to protect Jean while fighting and that the Teen Mutant can heal from literally any wound inflicted on her. Even she would agree that its better for her to take the risk than him in this situation.

Also in his current form, it's a bad idea for him to face the energy absorber. Better to let X-23 fight him while he deals with the glass-cannon psychic. Taking her out first makes escaping easier.

As he faced off against Selene, X-23 faced off against Shaw. Much like her attack on the hefty mutant, Leland, she aimed for her opponents' joints. But also made sure to not hit an artery. While Laura has spent a majority of her life as an assassin. Trained from birth to kill, upon meeting Ben and living with the X-Men, she has made a conscious effort to leave that part of her life behind her.

So while she will maim her opponents, she will not kill them. Unless she could find no other option.

With a thrust of her claws. X-23 struck Shaw's right quadricep. However, much to her surprise, her claws didn't penetrate the skin on Shaw's leg. The Adamantium blades simply left small indents as if she was merely poking the Evil Mutant with a toothpick.

Shaw grinned in a smug way as she tried to deliver a backhanded blow to the Mutant Clones head. X-23 easily ducked under the blow and repositioned herself to deliver another jab into the Black Kings side.

Her claws easily slashed through her opponent's fancy clothes like a knife through butter. But they had no effect on his skin underneath.

Unlike the first time, X-23 did not allow herself to get distracted as she quickly backed up to avoid Shaw's attempt to strike her.

This brought up some confusion to the Cloned Mutant. Her initial analysis was that Shaw's mutation allowed him to absorb energy. But nothing indicated that he had armored skin capable of withstanding her claws. Unless his energy absorbing power also extended to kinetic energy. In that case, any force she uses on him would result in the same outcome.

Fortunately, X-23 was not a one trick pony. Charging forward, X-23 withdrew the claws in her left hand and kept her right hand close to her chest, appearing as if she intended to stab Shaw in the chest with all her strength.

The well-dressed Mutant saw her actions and smirked as he raised his right fist in preparation to punch her. A predictable move, X-23 could tell he was not a practiced fighter due to how telegraphed the punch is.

The Inner Circle leader sent fist forward and X-23 easily dodged under it, as she did, she jabbed her clawed hand at the extended arm. Only this time, she aimed for the clothes, instead of the man, slashing the fabric and tearing a large hole at the shoulder of the coat.

In a stereotypical fashion of a wealthy snob. Shaw grimaced as he glanced down at his torn clothes. A distraction, X-23 easily capitalised on as she used her un-clawed hand to grab onto Shaw's loose sleeve and yanked it hard, ripping the sleeve completely off.

She then grabbed the sleeve with both arms and pulled it taught. Then leaped behind Shaw in an acrobatic fashion as she wrapped his torn sleeve around his neck and yanked on his hard. Squeezing his neck in an attempt to cut off his air supply.

Shaw struggled as she tried to reach around to try and grab her to pull her off. But his large frame, tight clothes and X-23's small stature. He couldn't reach her no matter how much he thrashed.

But no matter how much he struggled, X-23's grip remained strong. She was not aiming to kill him, but at least she could incapacitate him in order to allow Ben and Jean to escape.

After some more struggling and gasping, Shaw eventually dropped to his knees, reaching one hand out in an overly dramatic fashion as he gasped for air.

Only, this was different from the other times X-23 strangled a person. In the past, her victims hearts would be racing as the thrashed around in a mad panic to get her off. However, the entire time, Shaw's heartbeat remained calm and steady. Like he didn't care that his windpipe was being constricted.

Before she could ponder this strange behaviour further, Shaw's gasping suddenly evolved into chuckling as his outstretched hand turned around and grabbed a hold of his ripped sleave and tugged hard.

The fabric easily slid through X-23's grip, causing some serious friction burn on her palms, while also pulling her forward, much to her surprise. Being caught off guard for her is a rarity, but not an impossibility.

Off balance, Shaw easily managed to grab a hold of the Clawed mutant's wrist with one hand and flipped her over his back, slamming her on the ground with such force, she felt the vertebrates in her back crack.

She didn't even have time to register the pain in her back as a sudden pressure formed around her neck. She gasped as her eyes snapped open and she looked up to see Shaw, standing over her with his hand around her throat.

His sinister smirk in full view as he effortlessly lifted her off the ground with his one arm. Despite her best efforts to free herself. Even resorting to unsheathing her claws and viciously slashing and stabbing at the Wealthy Mutant. But, like before, her attacks had no effect on him.

Shaw chuckled as he watched her flail in his hand. "A little slow on the upkeep I see." He stated condescendingly.

At his words, he tightened his grip, further crushing her windpipe, causing her to stop her thrashing.

X-23 glared at the Black King as he chuckled. "My mutation allows me to absorb energy. That includes kinetic energy."

Now that he had confirmed it. X-23 felt a little at ease. While she did berate herself for not realising it sooner, she did suspect that his power could extend to that. She only wished that she'd placed that possibility higher on her list.

"But that's not nearly as impressive as what I can do. Once I have it." Shaw finished gloating as he raised his left fist in preparation to finish his victim.

The shift in his body, cause him to slightly loosen his grip, just enough for X-23's airway to open up as she let out a small cry of pain exit her lips.

That sudden cry was enough to reach Shocksquatch's ear, causing the Alien Teen to turn his attention away from Selene to where the sound came from. Seeing Laura in danger like that, immediately caused the Young Avenger to divert all his attention on her.

"Laura!" He cried out as he started to move to aid her.

Suddenly, he felt really dizzy as his body started to feel tingly, like the sensation of a foot regaining feeling after being numb. Only in this case the tingling was happening as his body was going numb.

Looking down, Shocksquatch saw that Selene had grabbed a hold of his leg and this purple mist like energy was flowing into her hand from his body.

A sinister grin was on her face as Shocksquatch started to sway and his head became clouded.

He soon realised that this Selene wasn't just a telekinetic like Jean, she could also absorb the life force from people. Immediately the Teen Hero went to remove the Psychic Vampire clutching his leg. But his strength left him faster than he could move, and he suddenly felt the numbness take over as he fell to the ground, using the last remnants of his strength to ensure Jean was positioned to be resting on his chest as he fell.

A groan exited the Alien Sasquatch's mouth as his fell unconscious. A flash of green light and Shocksquatch turned back into Ben Tennyson.

Selene rose from the ground, her body rejuvenated from the new lifeforce flowing through her body. She looked down at the unconscious teen at her feet. Her eyes locked onto him like a hungry predator that's caught the scent of blood.

Crouching down next to him, she placed her hand on the young man's chin and started to absorb his lifeforce again. She shivered in excitement as she felt his lifeforce flow into her once more.

"My, I have never tasted such power before. This one is unlike any I have encountered before." Selene stated in ecstasy as she placed her second hand on Ben and absorbed more of his lifeforce. The colour starting to fade from his skin as she continued to drain him.

As she did, Shaw walked over to her. An unconscious X-23 in his hand as he tossed to clone next to Ben, wiping his hand with his handkerchief, as if washing the filth of the Clawed mutant from his hands.

"Once you're finished with him. Would you take care of this one also?" Shaw requested. "I'd hate to make a mess of the room, since we still require it for the ritual."

Selene glanced to the young mutant girl next to her current victim with a slightly disappointed look. "Very well. But I'd hate to ruin the taste that this one will leave."

"It's all for our noble cause." Shaw stated. "We can't have any more interferences." He clarified.

Selene grinned as she prepared to drain every last drop of lifeforce from the unconscious teen. Normally she'd like to savour her meal. Especially one as tasty as him. But Shaw was correct. Time was of the essence, so she would have to finish him off quickly.

"Stop!" A voice cried out, drawing Shaw and Selene's attention.

They turned to see Emma Frost, rising to her feed. Slightly groggy from the attack.

"Please, you cannot kill them." She pleaded, forcing herself to walk towards her allies.

Selene's eyes narrowed as Emma approached. "Compassion Emma? That's not like you. Why, pray tell, should I spare these intruders? Has the Frost Queens heart finally thawed for this young thing?"

Emma's icy blue eyes, glared at Selene with cold precision. The tension rose quickly between them so rapidly, Shaw felt the need to step in between them.

"I'm afraid I must agree with Selene, Emma. Our mission is far too important to risk for the life of two meddling delinquents. There had better be a good reason for this." His stared down Emma, watching her every action. Emma had been with the X-Men for quite some time in her undercover work for the Inner Circle.

While he wished to believe that she was still committed to the cause. For her to risk her neck for the life of this young man and a human no less, it's certainly a cause for concern, especially when they are on the verge of achieving their goal.

"I am merely asking that you restrain from killing them until after we unleash the Phoenix from Jean." Emma stated earning confusion from the others.

Emma then walked over to Selene, who was still clutching an unconscious Ben, though she was no longer draining his lifeforce. She kept a firm grip on her prey.

The White Queens eyes narrowed at her Black counterpart. "That boy was present when Jeans powers reawakened. He was the first positive encounter she received in her amnesic state. As such she currently holds him dear in her heart before the rest of her memories return."

She then continued to explain. "As such, killing him, while he is this close to her, will only cause her distress and make it that much more difficult for us to prob her mind and unleash the Phoenix."

Shaw and Selene shared a glance after Emma's explanation. The former pondered her reasoning, then nodded to Selene, agreeing with the blonde telepath's logic.

Selene gritted her teeth in response. While Emma's reasoning did make sense, she was very reluctant to release her new toy. But with Shaw now backing Emma, she had little choice. On the bright side, she can relish the idea of finishing the Young Hero off after their mission is complete.

Still, her suspicions still remained.

It took some time to rouse Leland and Pierce from their unconscious states. Leland's leg wasn't severely injured, but he was in quite a bit of pain.

Emma managed to wake the girls and had them carry Ben and X-23 out of the chamber before returning to return Jean to the alter.

By that time, Leland had managed to get his leg bound and the other members of the Inner Circle had managed to recover from their little skirmish.

"Now we can begin." Emma announced as she and the five girls surrounded the alter and closed their eyes, focusing their telepathic powers on Jean as the red head started to stir in her unconscious state.


Meanwhile, on the docks in New York. The downed X-Jet, lay in a smoking wreckage just outside the warehouse where the fleet of Sentinels had launched from.

The Mutants of the X-Men had attempted to stop the launch, but where too late and in the confusion, their aircraft was damaged, causing them to crash. Now the mutant heroes lying unconscious as trucks belonging to the MRD, rapidly approached their position.

The armored vehicles positioned themselves around the perimeter of the downed jet. With MRD troops all in cover positions, their weapons primed and ready. However, none of them approached the jet out of caution due to the occupants of said aircraft.

The MRD have been in conflict with the X-Men before, they are fully aware of just how powerful each of the mutants on that team are on their own. Put them together and for the average foot soldier, the odds are not in their favour. Considering that it took an entire squad of operational Sentinels to overpower them in the past. The present squad did not feel very confident going in without some robotic support.

However, after some time and the lack of movement from within the jet. Some brave troops managed to sneak forward and scout out the X-Jet and found the mutants inside unconscious and helpless.

The gathered troops all breathed a sigh of relief at their good fortune. Capturing the X-Men was a dream come true for many of these men.

Unfortunately, those dreams may have to wait as the roar of an aircraft sounded above them. The soldiers of the MRD looked up to see an aircraft blast over them. In the darkness the soldiers couldn't make out much, but they could see several items drop from the craft above them.

On instinct the soldiers quickly retreated to their vehicle line and took cover. A loud crash, followed by the ground shaking as something massive hit the ground, kicking up dust and cracking the ground.

The Soldiers of the MRD quickly rallied as they aimed their weapons at the impact site. Only for their hands to begin to tremble as the dust cleared to reveal the new arrival.

The Green Goliath himself. The Hulk.

Several MRD troops practically saw their lives flash before their eyes. Sure, they have gone up against some dangerous mutants in the past. But nothing could ever prepare them for a monster like the Hulk. All the stories they've heard about this unstoppable creature from the Hulkbuster unit. It was enough to give them nightmares.

Though, the official word is that the Hulk was now a hero and working to save people. So why was he here?

Before they could ponder further, a small yellow light floated down and stopped just about eye level with the Green Giant. Upon closer inspection the MRD soldiers managed to make out the small but curvy figure of the Wasp. Another hero, making the soldiers even more confused.

But the last person to arrive on the scene. One that was an even bigger shock than the like of the Hulk.

Captain America, himself.

The Soldiers all looked at the Super Soldier in awe and confusion. Captain America, THE Captain America, was standing right in front of them, positioned with the X-Jet behind him.

"Stand down, Soldiers!" The Super Soldier ordered with a clear and commanding voice.

Shock and murmurs spread through the soldiers ranks. Did they really hear that right? Captain America, a hero to many of the soldiers currently present, defending Mutants?

There had to be a mistake. There is no way the Sentinel of Liberty would ever do something like this.

The brief silence was broken when an MRD soldier stepped forward. His uniform was different from the others, with a badge with a symbol on the left side of his chest and a patch with a series of stripes on his shoulder pads. This indicated that he was the one in command of these troops. His dark skin was visible in the exposed part of his helmet as he staired at Captain America.

The MRD Commander took a few strides ahead of his squad before coming to a stop a few meters before the Avengers. He then stood tall and saluted, much to the surprise of Hulk and Wasp.

Captain America returned the gesture in kind as both soldiers of the past and present payed their respect to each other.

"Captain. All due respect. I must ask you to stand aside." The MRD Commander asked. His brown eyes locked in an intense stare down with Captain America's blue ones.

"I'm afraid I can't do that, Son." The Sentinel of Liberty responded.

More murmuring through the MRD's ranks as the Commander narrowed his eyes.

"Sir, you don't seem to understand. My orders are to arrest the dangerous Mutants, inside that aircraft." The Commander explained. "Please, step aside, so that we can do our jobs."

Captain America stood his ground. The air of tension stretched thing as both sides felt uneasy.

The Super Soldier took a few steps towards the Commander. MRD troops fell back on their training and took aim at the Living Legend, causing him to halt his advance. Only then, did they realise that they actually took aim at Captain America, and some immediately lowered their guns. Others felt unsure on what the correct action was so just remained still, while nervously shaking.

"I'm afraid it's you who does not understand, Commander." Even though he wasn't familiar with this branch. The Super Soldier easily recognised the stripes of a commanding officer. He may be an Avenger now. But he is no less a soldier than he was Seventy years ago.

"There is a threat coming that will put our very future at stake." Cap said in a serious tone as he turned his head back to the downed jet. "And the men and women in this aircraft might be our best bet in stopping it."

He then turned back to the Commander, giving the officer his full attention. "So, I'm afraid I cannot allow them to be taken in."

The Commander's body stiffened. "Sir, these mutants are dangerous, and they have intruded upon private property. I am under orders from Senator Kelly to bring them in. If you do not comply with my orders, then you will be charged with aiding and abetting mutants."

Captain America gave the Commander a hard stare. The MRD Officer had all but abandoned the criminal part of his accusation and simply implied that being a mutant was all that was needed to arrest them.

As someone who had fought with every fibre of his being to ensure that his country would never suffer from tyranny or injustice. He would be ashamed if those ideals had infected the people of the modern world.

"Son, I understand your sense of duty. I trust that you are a good soldier who is simply following the orders of your superior." Cap said as he spoke loud and clearly so that each of the soldier's present would hear him. "But as a soldier, we must be trusted to do our duty, even if it's against orders. Our duty is to this country and its people. Regardless of what differences we have. If our goal is to protect the lives of the innocent, then nothing else should matter."

The MRD soldiers looked to each other, a little uneasy. Confliction spread through the ranks. No one was sure what to do. On one hand, Captain America was asking them to follow his lead. Something most of them dreamed about when they were kids. But on the other, the Super Soldier was standing up for Mutants.

Many of the soldiers in the MRD have seen what mutants are capable of. From the Brotherhood of Mutants to the X-Men, all have shown to be violent and powerful. One was a literal time bomb that destroyed and entire facility. Even a literal child could have the power to turn into a monster the size of a skyscraper and destroy a city block.

They had every reason to hate and fear mutants after seeing what they could do.

The MRD Commander kept his stone-cold expression as he addressed the Sentinel of Liberty again. "Captain, our orders are clear. Even if we were to follow your lead. You cannot expect us to trust that these mutants won't attack us?"

Despite his best efforts to hid it. Captain America could see the fear in the Commanders eyes. As did many of the other soldiers.

Cap sighed. He couldn't begin to understand the history between Men and Mutants. Some of these soldiers could have good reasons to fear Mutants. While others could just hate them because they're different. Prejudice is not something that can be undone with a speech or a simple act. No one can force anyone to change their personal biases.

"I understand your hesitation, Soldier. This is a strange new world. Even the strange things I've seen in the war pale to what I've encountered in the last few months."

"It's easy to feel powerless and the desire to be stronger is something I know a thing or two about. Especially against bullies. I am a man who's on a team with people of extraordinary power." He gestures back to Hulk and Wasp, the later strikes a power pose, while the former just continues to look menacing. Not a big effort on his part.

"Compared to them, I am just a normal man with a shield. So, let me ask you this? When the time comes to fight, would you rather have this kind of power against you? Or would you rather have it fighting with you?"

That wasn't an easy question to answer. The MRD had their own orders and biases against mutants, so the idea of just ignoring that and working with them was no small request. Even with the request coming from Captain America, how could they be expected to just trust a mutant and not be stabbed in the back.

Fortunately for the soldiers, the Commander shared their trepidation. "A touching sentiment, Captain. But you'll forgive our scepticism. So far, all we have is your word and even then, you are a Captain in name only, Sir and you are still standing in the way of an official order."

"When this is all over. I will accept full responsibility. Any penalty that is distributed, I will shoulder." Captain America responded without missing a beat. Stunning all the soldiers and Avengers alike.

"Cap." Wasp started to say before The Sentinel of Liberty cut her off.

"As an Avenger, I must do what I feel is right. But as a soldier, I must take responsibility for any disciplinary action I take and accept any consequence."

The MRD Commander felt taken aback. In all his military career, he never thought he'd be in this kind of situation. His orders and his own biases scream at him to slap the cuffs on the Super Soldier and proceed with putting these Mutants behind bars.

But all those conflicts seem so trivial in the presence of Captain America. If there was any cause that was worth putting his career and his life on the line. It was one that stood with him.

"I may not agree with your methods, Captain. Nor will any of us ever likely trust mutants, after this…." The Commander then stood at attention and saluted the Man out of Time. "But if you believe this is the right call. Then I will follow you to the end, Sir."

Captain America smiled. Times may have changed, but when push comes to shove, deep down people are still willing to put aside their own grievances to follow a worthy cause.

On the Commanders orders, the soldiers of the MRD stood down. Many of them not very happy about the outcome, but none were willing to talk back to a superior officer, let alone Captain America.

As the Soldiers lowered their weapons and moved to secure the area. Wasp flew over to Hulks ear.

"Man he's good. For a second there, I really thought we were gonna fight these guys." She commended. Though a hint of disappointment was in her voice as if she really did want to beat some of these MRD troops up. Considering what she's heard from Ben what these guys have done, in her eyes, they deserved a good pounding.

"Probably brainwashing." Hulk commented, gruffly. "No way, puny soldiers would just stop fighting cause of some nice words."

The Size Changer understood where Hulk was coming from. After all, no one on the team knew what being hunted by the government was like, better than him.

"That's what I'd think if it was anyone else." Hulk said, catching Wasp's attention again. "But this is Captain America."

Wasp didn't know what was more surprising. Hulk actually giving out a genuine compliment about someone not settling something with a fight? Or that he made two logical points back-to-back?

This really might be the end of the world.

Just then a groan is heard from behind the Avengers. Everyone turned to see the Wolverine stagger out of the damaged X-Jet cockpit. The Clawed mutant looked a little battered but seemed ok. Mainly due to his healing factor.

Upon exiting the jet, MRD soldiers started to get wrestles. They'd been fighting Wolverine for years and knew just how dangerous he can be. So it was understandable that some would immediately raise their weapons and take aim at the Clawed mutant.

The sound of guns cocking, immediately put Wolverine on alert as he unsheathed his claws and snarled at the MRD troops, baring his fangs as he prepared to fight.

Only for the MRD Commander and Captain America to stand in between the Mutant and the troops.

"Stand down Men!" The Commander ordered loud and clear.

"But Sir. It's the Wolverine!" One of the Soldiers argued, not lowering his weapon for a second.

In that moment the Commander marched right up to his subordinate until he was practically in his face.

"I gave you and order, Soldier. And until I say otherwise, you will follow my orders. Is that understood?"

"Y-Yes Sir!" The soldier responded, hesitantly.

While the Commander dealt with his men, Captain America did his best to placate the Clawed Mutant.

"Easy, Soldier. There's no need for that. We are all on the same side here." Cap said, calmly holding his hands out in front of him.

Wolverine was not convinced, he looked past the super Soldier at the MRD soldiers that had surrounded his jet. Being hunted by these guys for all this time, Wolverine was not just gonna lower his guard and have a friendly conversation with them.

However, the sound of heavy footsteps caught his attention as he glanced to his right and finally noticed the big green giant that was looking down at him.

Hulk crossed his arms in front of him and gave the Mutant a smug smirk.

"Hey there, Claw Man., Ready for another round?" Hulk said in a slightly cheerful tone.

Wolverine looked up at the Gamma Brute in shock, before glancing around like he couldn't believe what he was seeing.

"Must've hit my head harder than I thought." The Gruff Mutant grumbled, when the Wasp floated down to his eye level and cheerfully waved.

"Hi. I'm Wasp. Nice to meet you. We're friends of Ben and he asked us to come and help you guys." She greeted, holding out her tiny hand for a handshake in a joking manner.

Wolverine blinked a few times. Of all the things he thought would happen today. He certainly wasn't expecting this.

But he did recall Ben mentioning that he did call in the Avengers to help. He just had his doubts that they would actually show up.

If these guys really were part of the kids team. Then it wouldn't hurt to hear them out. Though having the Jade Giant, the guy he previously tried to kill in the past, standing right next to him, certainly didn't ease his mind.

Retracting his claws, Wolverine stood tall and locked eyes with Captain America. "Ok, Boy Scout. I'll hear ya out. But you better not try to pull anything, Bub."

Suddenly, Captain Americas eyes widened. That voice, the moment he heard it clearly, he felt as if he was transported back in time to the War. A long time may have passed since that day. But, The Super Soldier remembered it like it was yesterday.

"Howlett?" Cap spoke without thinking.

Wolverine shuddered upon hearing that name. His jaw clenched as his fists clenched. He marched towards Captain America, looking like he was ready to throw down with the man out of time.

"Where did you hear that name!?" Wolverine demanded, his claws just itching below the surface of his knuckles.

Captain America didn't seem the least bit concerned by the Clawed Mutants anger as he just looked at Wolverine in awe. He reached up and pushed his cowl back to reveal his face to him.

"James Howlett?" He said in utter disbelief. Like the Sentinel of Liberty had just seen a ghost.

Wolverine froze in place as his expression mirrored Steve's face. That name, he knew that name. From a past he'd long forgotten. Hearing that name, seeing that uniform. Suddenly Logan felt himself traveling to a place he'd long forgotten.

He recalled gunfire, mortar exploding all around him. Soldiers in uniform, charging from trenches as he ran with a squad of troops. At the head of the unit, stood a man with a round, red, white and blue shield.

The other details were all hazy, but Logan managed to piece enough of it together to conclude that this man, he knew him. Enough to trust him to follow into battle. He didn't know why or even how this could be the same guy. But for some reason his instincts told him that he could be trusted.

Reaching back, Wolverine removed his own cowl, allowing Cap to see his face clearly. Steve recoiled in shock. The resemblance was far too close for this to be a coincidence, this was the same man he fought with in the War.

"Howlett. I can't believe it." Cap said, his shock turning into joy at the sight of one of his old squamates.

"I go by Logan now, Bub." Logan replied, his surprise fading, clearly not sharing Caps enthusiasm. He placed his cowl back on his face as Cap's smile started to fade.

"You're right. The mission comes first. We'll have plenty of time to catch up later."

"If we live that long." Wolverine commented dryly.

Captain America couldn't help but smirk. There was no mistaking that dry wit of his old friend.

Wolverine walked a few paces ahead before turning back to Cap and gesturing to the MRD troops.

"You sure these Bums are gonna behave?" The Clawed mutant asked, openly mocking the government officers.

The MRD Commander narrowed his eyes at the Gruff Mutant. "We will, as long as you do, Mutie."

He practically spat that last word, like it was venom in his mouth.

Wolverine snarled as the Commander scoffed. Captain America glanced between the two and sighed. An uneasy alliance. But to be far, that's how most of them started. But an uneasy alliance can turn into an unbreakable bond. The Super Soldier could only hope that this experience will spark a brighter future, when this day is over.

His musings were interrupted when his ID card started beeping. Captain America pulled out the card and saw that Black Panther is attempting to contact him.

The Super Soldier quickly answered the call and the static filled audio of Panther voice called out.

"Captain. Can you hear me?" Black Panthers voice called out.

"I read you, Panther. What's happening?" Cap asked, though he feared that he already knew the answer. Considering that Black Panther is making this call and not Iron Man.

"I regret to inform you, Captain. But our efforts have failed." A loud crashing sound and a grunt from Black Panther is heard over the speakers as more static clouded the transmission.

"Say again. Panther did not copy, repeat last transmission." Captain America ordered. His stern and serious tone, masking his uneasiness.

More static filled the transmission for a few more seconds. "… We have sustained damage to the Quinjet. I am afraid we will be unable to return to the city. Prepare yourself, Captain. Magneto is on his way."

After that the connection cut off and The Sentinel of Liberty lowered the card. A solemn look on his face. But, he couldn't let those emotions cloud his mind. This is war and when the day is over and everyone is safe, then he will mourn the fallen.

"Listen up, Men!" Captain America barked to the crowd. Almost immediately every MRD soldier stood at attention, while the Heroes turned their heads to the Super Soldier.

"We have incoming. We need to protect this city at all costs. Fortify our defences and get as many civilians as we can to safety." Captain America ordered, listing off the most important factors in any conflict.

"Yes Sir!" The Soldiers responded. The MRD Commander proceeded to direct his men accordingly.

Cap paused for a moment to look out over the horizon. Storm clouds had gathered in the direction of Genoshia. Soon a storm will be upon them. He could only hope that Ben and the others will succeed.


Genoshia, once a haven for Mutants everywhere. A land of promise for a better tomorrow and safety from prosecution from humankind, has become a living hell.

Sentinels marched through the streets, blasting everything in sight. The giant robots relentlessly attacked and pursued every mutant within the range of their soulless, haunting eyes.

Energy blasts rained down on the helpless citizens from the Sentinel's giant energy cannons located within their massive palms. While each mutant citizen of this island nation has a remarkable power of their own and many are more than capable of defending themselves. In the end of the day, they are not soldiers, but people trying to live normal lives. In the face of an overwhelming force, all they can think to do is run and hide.

Some did manage to fight back. Those few mutants that either served directly under Magneto as his palace guard, and others who had been fighting all their lives against the MRD that hunted them.

They put up an impressive fight, but sadly against the power of the Sentinels, they were outmatched.

As the chaos unfolded on the ground, in the skies above a different battle is being fought.

Thor, Prince of Thunder, swung his mighty hammer and unleashed a blast of lighting from the weapon. The mystical lighting arced towards the Master of Magnetism. Magneto responded by raising his hands and several pieces of metal flew in front of him like a shield. The metal plates shielded him from the lighting, conducting the electricity so it harmlessly avoided the Mutant Leader.

Magneto smiled confidently as Thor grimaced.

"I will warn thee, mortal." Thor said as he raised his hammer. Lighting crackling around the godly weapon. "Cease this madness. Or face the wrath of the God of Thunder!"

Magneto only chuckled in response. "You call yourself a god? I would say that is blasphemy of the highest order. If you truly were a god, then you would have delivered mutant kind from the tyranny of the human race."

The bitterness in his voice was palpable. But Thor didn't care about the Mutants feeble complaints. His actions are prophesised to spell the end of Midgard. And The Thunderer will not allow it.

"Then taste the might of Mjolnir!" With a mighty cry, Thor hurled the hammer at Magneto with his full might.

Magneto smirked as he waved his hand. Suddenly Mjolnir trajectory curved, and the magic hammer missed the Magnetic Mutant.

Thor's eyes widened in shock, seeing his weapon fly around the Mutant as if possessed.

"An interesting metal. This hammer is made from." Magneto praised as he admired the enchanted weapon, using his powers to have it float near him. "But you are a fool to bring metal to fight the Master of Magnetism."

With a flick of his wrist, Magneto sent Mjolnir flying straight at Thor. The enchanted hammer flew directly at the Son of Odin's face.

Suddenly, Mjolnir stopped inches from Thor's face. Magnetos confident grin cracked. He felt a powerful force resist him. Like when someone tries to force two ends of a magnet together with the same poles.

Magneto tried to force the hammer forward, but the opposing force only increased to resist him. His arm started to shake from the strain as Magneto fought the unknown force.

A loud chuckle emanated from the Thunder Gods mouth as he peaked out from behind Mjolnir. A cocky grin on his face.

"It is thou whom is foolish, mortal." Thor stated superciliously. "To believe that thou could command Mjolnir. Its power Is not yours to command. It's mine!"

With that Thor focused on his connection to his hammer and the magical weapon turned around and shot towards Magneto like a bullet.

The Master of Magnetism barely had time to react as he generated a powerful magnetic field around himself that acted like a forcefield. Mjolnir struck against the shield with enough force to stun Magneto, almost sending him falling from the sky.

Magneto managed to catch himself and remain airborne as he flew back to Thor's level. Anger burned in his eyes, but a cold sweet also formed on his brow.

The Mutant prided himself on his power. He was confident that there were only a few mutants in the world that could match his power and he was certainly confident that no human could ever face him.

But this being, this "god" as he claimed. Possessed power that he never imagined any being that's not a mutant would possess. It would take all his strength to defeat such an advisory and that is time he did not have.

If he couldn't outmuscle the Asgardian, then he will use an alternative method.

Raising his arm behind him. Thor saw the Quinjet and Iron Man rise into the sky behind the villain. The hull of the Quinjet along with the metal plating of Iron Mans suit were cracked and dented in various places, due to the Mutants magnetic abilities.

A flick of his wrist and Iron Man slammed into the Quinjet's hull, the metal warping around the suit to trap him.

A groan of pain from the Armored Hero, gave a clear sign that he was still alive inside the armor. Movement from inside the Quinjet assured the Thunder God that Hawkeye and Panther were also alive.

"Your hammer may be under your control. But, they are not." Magneto claimed as he tightened his grip and the metal on the Quinjet started to crumple more.

Thor's grip tightened on Mjolnir as lighting crackled from his eyes. A clear warning to the Magnetic Mutant should he follow through with his threat.

Magneto sighed as he shook his head. "So even gods have turned their backs on Mutant kind." He said in disappointment.

He then glared at Thor with his fist clenched tight. "If you love humanity so much. Then go and save them!"

Magneto then hurled his fist towards the horizon behind him and the Quinjet lunched into the stratosphere in that direction at blinding speed.

Thor's eyes widened in shock as he broke off his engagement with Magneto and chased after his teammates.

"You fiend!" Thor roared as he past Magneto, his cape blowing in the wind from the force of Thor blasting after the Quinjet.

With his foes taken care of, the Master of Magnetism turned his attention to Genoshia. He saw the Mutant Paradise he created in flames as the monstrosities that Humanity had created.

He grinned at the sight like a deranged madman. His plan was coming into fruition, now they will all see. They will understand.

Magneto glided down to the city below coming to hover above the city's plaza, where the largest number of mutants had gathered and the perfect place for them to hear and see Him.

"Foolish human!" Magneto called out in a triumphant and heroic tone, loud enough for them to hear him.

The gathered crowed all looked up to him in awe as he stretched out his arms on both sides.

"Building an army of Metal Men, to attack the Master of Magnetism!" He proclaimed as he focused his power across the entire island.

Across the Nation of Genoshia, the attacking Sentinels all froze as the magnetic waves gripped them and pulled them into the sky. The small army of Sentinels formed a circle around Magneto as he suspended each one in the air, completely level with him.

Concentrating his might, Magnetos waves his hands and in perfect synchronisation, the heads of each of the Mechanical Warbots disassembled, each screw, each bolt, each plate, came apart until each individual component of the machines where in pieces, floating in place in the air.

Normally, this would be enough. He disabled the threat to his people, demonstrated to humanity that their ultimate weapons are useless against him, and the unprovoked attack would be plenty of incentive for the Mutants to rise up and attack.

But, Magneto's flare for the theatrics wouldn't let him stop there.

Another wave of his hands and the individual circuit boards of the Sentinels control matrix disconnected. With the circuits and chips rearranging themselves per Magnetos instruction and the Sentinels heads reassembled themselves perfectly. As if nothing happened.

But Magnetos alterations became clear as the Sentinels reactivated themselves and Magneto lowered them to the ground. The Mutants all backed away in fear at the sight of the Machines.

However, instead of attacking them. The Sentinels all turned towards Magneto and remained stationary. As if awaiting his instructions.

Magneto grinned, the blueprints his spies stole from Trask proved more than useful as he has successfully reprogrammed the Sentinels to follow his commands.

The Mutants below all looked up to Magneto, their saviour and cheered. But there was one who was not cheering.

Inside Magnetos castle, in the shadows just inside of the balcony, stood the Scarlet Witch aka Wanda Maximoff. The daughter of Magneto had recently found out about her fathers betrayal of the Mutant race. Allowing this attack to take place, using their people as sacrificial pawns for his selfish delusions to seize power.

She bowed her head in shame and disappointment.

"Cheer up, sis." A voice spoke to her right. Wanda rose her head to look at her twin brother Pietro aka Quicksilver. Who bore a smug smile. "The humans were gonna attack us sooner or later anyway."

Wanda gritted her teeth as she glared at her brother. "You don't know that." She snapped at him.

"Just because Kelly got cold feet doesn't mean other would." The Silver Speedster argued. "Father and I just took out the guesswork."

The Scarlet Witch gripped her fists in rage at his admission. So he was a part of this too? Even worse is that, this was just another one of his desperate attempts to earn their fathers approval. And father was manipulating him as a means to an end.

"Father and You? You mean nothing to him!" Wanda stated in a vain attempt to get her brother to open his eyes and see the truth.

Pietro smirked as he leaned in close to his sister, letting him look her in the eye. "Do I detect a hint of jealousy?" He gloated.

The Scarlet Mutant scoffed at the sheer pigheadedness of her brother as she turned away to head inside.

"Wanda." Magnetos voice called out to her.

Wanda froze as she turned around to face her father as he glided down to the balcony, her arms crossed in contempt as she glared at the Master of Magnetism.

"Once the Sentinels have cleared the way, be ready to transport our armies." He commanded.

Her body shook in fury at his words. Armies? Since when were her people an army? This was supposed to be a refuge for Mutants to feel safe and protected. Not to be some grooming grounds for soldiers.

Whatever delusions he had for this "Perfect world" she did not want any part in it.

"Why don't you give that job to Pietro." She hissed at Magneto before turning around to walk away.

Quicksilver practically leaped at the opportunity as he stood in front of Magneto, his face beaming with confidence. "Yeah, Dad. I'll take care of it."

However, Magneto scowled at the Silver Speedster and brushed past him, focusing solely on her. "Wanda, you've stood by my side this long. Don't abandon me now. You're the only one I can count on."

From behind him, Pietro clenched his jaw and furrowed his eyebrows, but kept his expression as neutral as possible to try and hide how much his fathers words stung him.

A pain that was equally shared by his sister, who paused at the doorway. She didn't turn around, but her expression remained solid. Her father's words cut deep, but not in the same way as Pietro. It's that her father really didn't know her at all if he truly believes she would go along with this madness.

After letting out a sigh, she walked inside, shutting the door behind her.

Magneto stood motionless for a moment. Until Quicksilver stepped up, standing right in front of him so he'd be forced to look at him.

"So. Want me to prepare the troops?" He asked, eagerly.

The Magnetic Mutant narrowed his eyes at the Speedster. "No, you just convince your sister to come to her senses."

With that, Magneto rose into the sky and landed on the shoulder of one of the Sentinels. Leaving Pietro to slump his shoulders from the rejection. He'd hoped that his efforts would pay off and he'd finally get his father's approval. But, seems he had a fair ways to go as not even being abandoned by Wanda was enough to win him any favours.

On his command, the Sentinels thrusters roared to life and the small army rocketed into the sky, their course. New York and the humans who lived there.

A grin plastered on his face as his army of Metal Warriors flew across the sea. The war has finally begun, and Humanity will fall to the superior power of the Mutant race.


The skies rumbled over New York City as the Sentinels arrived on the scene. Magneto looked over the city in anticipation to see the fear of the Human race.

They constructed these very machines to be used to exterminate Mutants. Now he will use those very weapons to wipe them out.

A wave of his hand and the Sentinels descended into the streets. Their titan forms shaking the ground with each step as they stomped across the streets of New York. Some remained in the sky, flying overhead as a way to intimidate the populace and show them that there is now escape.

Magento listened closely, so he may hear the screams of terror and anguish of the Humans as they run in fear from their own creations….

But no sound came.

The Mutant Leader turned his gaze towards the city and to his surprise, the streets where empty. Not a single human was visible from his vantage point.

Dismounting his Sentinel perch, he flew down below the skyline to get a better view. Surely they must be hiding inside the buildings?

Again, there was no one. Not a single soul within the buildings. If they were, the Sentinels would attacked. His reprogramming made it so the Sentinels would seek out and attack any human within the area. But, there was no one around. Where could they have all gone?

"Target Acquired!" A Sentinel at the end of the street, near Magento suddenly announced.

The Master of Magnetism turned his head in the direction of the Machine, just in time to see a metal, red white and blue, disc strike the Metal giant in the head, damaging one of its optics in the process, causing it to stumble back.

The metal disc flew back to the ground, where it was caught by the one who threw it.

Captain America stood tall and defiant as he placed his shield back on his arm.

The Sentinel of Liberty looked up at Magneto with determination.

"Erik Lehnsherr! My name is Captain Steven Rogers. You have entered this country with hostile intention, bringing weapons of mass destruction. I request that you vacate this airspace and return to your country of origin." Captain America spoke in a clear and authoritive voice.

Magneto scowled at the Super Soldier. How dare he speak to the Master of Magnetism in such a way.

"Do not speak to me of hostile intentions, Captain." Magneto spat back at the Super Soldier. Venom dripping from his voice. "I am merely responding to the actions of your kind. These weapons where created by your government to exterminate my kind."

Captain America lowered his guard and took a few steps towards the Mutant Leader. His expression sympathetic as he looked up at Magneto. He knew the truth behind Magnetos actions. But, if there was a chance to end this fight before it escalates out of control. Then he had to try.

"These the actions taken against your people, are the actions of a small group. They do not speak for all of humanity." Captain America started to say.

"Don't try to speak to me on what you do not understand, Captain." Magneto shot back, interrupting him.

"You don't know the persecution that humanity has wrought upon the Mutant race! You humans have hunted us, imprisoned us, all out of ignorance and fear!" The Master of Magnetisms voice shook in rage as if he was reliving all the pain he's endured throughout his life.

Captain America bowed his head in shame. It is true, he was ignorant to what has been happening to Mutants. He could never fully understand what they have gone through.

It was a harsh truth that not all Men are made equal. He knew that better than most. It was only by chance that he was chosen to become Captain America. A mere stroke of luck that allowed him to serve his country and fight. A right that given to every other man his age, but it took him being in the right place at the right time to be given that right.

That was the injustice he faced. That's what he understood. He knew it was nothing compared to what Magneto and other mutants have faced.

But, he didn't need to fully understand the injustice they faced. He just needed to understand enough to stand up for what is right.

Captain America raised his head, his resolve clear. "We cannot change the past, Mr Lehnsheer…"

"My name is Magneto, Homosapien!" The Master of Magnetism spat at him.

The Super Soldier flinched at the outburst. But quickly composed himself and continued.

"Mr Magneto. The past is set in stone. We cannot take back what has been done. What those people have done to you is awful. But, that does not have to define your future. We have a chance to change it. Here and now. Set aside old hatred and build a better future!"

Captain Americas words seemed to echo across the empty streets of the city. Reaching Magneto loud and clear. A devilish grin soon appeared followed by a chuckle as Magneto flexed his hands causing the metal in the entire city block to shake.

"A touching sentiment, Captain." Magneto said condescendingly. "But, I have heard it all before. From you the words carry less meaning. For they are the words of a mere human who's plea for mercy now that he has bared witness to the superior race."

The Man out of Time clenched his jaw and glared at Magneto. He then raised his hand to his shield and secured the straps and got into a fighting stance.

"There was a time when I fought a man who spoke as you do." Captain America stated, anger appearing in his tone. "Who boasted about a superior race. Started a war for his ideals and butchered those who he considered inferior. I stood against him then, just as I will stand against you now."

A flash of pure white rage coursed through Magneto's every fibre. Did this man just compare him too….

Magneto roared in anger as he raised his hands. Magnetic waves surged through the area as half of the skyscraper next to him, broke off and rose into the sky. The Magnetic Mutant hurled the building at Captain America.

The Super Soldier planted his feet and raised his shield as if he believed that would be enough to prevent the building from crushing him. Regardless, the Super Soldier stood his ground without hesitation as the colossal structure descended on him.

The building slammed into the ground, kicking up debris and dust as the shockwave spread across the city.

Magneto grinned in satisfaction. The first human to fall by his hand and it is the one that all these pathetic humans idolise. The death of this Symbol will no doubt further demoralise the rest.

Suddenly the building shifted and started to rise slightly. Magneto's eyes widened in shock. He knew the Super Soldier was strong, but there was no way he could be this strong.

The building suddenly shot directly at him at tremendous speed. Magneto quickly reacted and with a swat of his hand and sent the building flying into the harbor.

Looking down the Master of Magnetism saw that the Sentinel of Liberty was no longer alone. Cap grinned as the Hulk stood beside him, panting from having to catch and throw the building. But not from exhaustion, judging by the grin on his face, he was happy to finally get in on the fight.

Hulk roared at Magneto, who responded by raising his hands, only for a yellow beam of energy to strike his hand. The pain caught him off guard as he almost lost his concentration and plummeted from the sky, only just managing to catch himself.

Several more energy beams struck Magneto in other areas of his body as he yelped in pain from the assault. Looking around rapidly, the Evil Mutant finally saw the tiny form of Wasp flying around him, zapping him with her stingers.

"Hey Grumpy, I know the old generation likes to complain about things, but this is going too far, don't cha think?" Wasp quipped as she flew around the Villain, continuing to zap him.

"Insolent, Insect. You dare mock the Master of Magnetism!" Magneto roared in frustration.

Wasp simply grinned as she continued to zip around him. "I know I should respect my elders. But come on, Grandpa. I think it's time to take your medication."

As he continued to swat at her, Magnetos guard was lowered allowing a crimson beam of energy to strike Magneto directly in the back. Causing him to scream in pain as he is forced right into the side of a building, blasting through the walls and crashing into the office space on the inside.

The Master of Magnetism groaned as he pulled himself to his feet and groggily made his way to the hole he was just blasted through.

There he got a good enough view to see Cyclops, standing atop of the building across the street from him, his hand at the controls of his visor ready to fire another beam.

Magneto glared at the One-Eyed mutant.

A puffing noise from his right, drew Magnetos attention as he saw Nightcrawler appear on the wall a few meters from him. The sound of metal scrapping on concrete draw his attention to his left as Wolverine used his claws to slide down the building and land on a ledge a similar distance on his left.

Thunder rumbled above as Magento looked up to see Storm, descending from the sky, gliding as graceful as a goddess. Her eyes glowing white as her white hair flowed in the wind.

A chilling breeze blew in from his left as Magneto looked towards the street and saw Iceman slide in on the ice ramp he generated.

The sound of helicopter blades, thumping in the air drew Magnetos attention to the skies to the skies just above Iceman, where an MRD helicopter, piloted by Beast, with Shadowcat, Rogue and Forge where all sitting as they glared at Magneto from the cabin.

Counting the Avengers on the street to his right, Magneto has been surrounded on all sides, X-Men and Avengers, both sides united against him.

The Master of Magnetism narrowed his eyes as he glared at the X-Men. "So, you have chosen to stand with the humans?" he said in a disappointed tone.

"So disappointing that you would turn against your own kind."

"You're the one turnin against your own kind." Wolverine growled back. "You saw the future Charles is in. You know how this ends. No one's gonna win this war."

Magneto chuckled in response as he turned to the Clawed mutant. "You think because Kelly was scared off by Charles warning that would be the end of it? No. He will just be replaced with another. The only way for this war to end is for Mutants to take their rightful place in this world."

"There won't be a place for anyone in this world if you continue down this path!" Storm announced.

"Now that I have seen what the future holds. I can change the outcome and ensure victory. The future will belong to the Mutants!" Magneto exclaimed, his complete denial of the situation making seem delusional.

His eyes glowed as the building started to shake from his power. "I had hoped to spare you all as a favour to Charles. But, since you refuse to accept the truth. I will tell him about your sacrifice this day. He will forgive me for this."

With that Magneto raised his hands. Cyclops immediately fired another beam at Magneto, only for metal beams to burst from the walls to shield him. Wolverine quickly leaped at the Evil Mutant, only for Magneto to raise his hand and catch Wolverine with his powers. Having a skeleton covered in metal was not the best match against the Lord of Magnetism, yet that didn't stop Wolverine from trying.

A flick of his wrist sent the Clawed Mutant flying towards the helicopter, which forced Beast to swerve the vehicle out of the way. The sudden change caused Shadowcat to loose her balance as she fell out of the chopper and fell to the street below.

She screamed out of reflex as she plummeted, as Iceman immediately moved to intercept, blasting ice from his hands to create his ramp as he slid down underneath her and caught her in his arms.

The pair slide down to the ground level as he cradled her in his arms.

"You, ok?" Iceman asked concerned.

Shadowcat nodded as she held onto him. "Y-yeah. Thanks for the save."

"Well, you'd've done the same for me." The Cold Mutant said as he put her down.

"You know, I would've been fine. I could've just phased through the ground and popped back up no problem." She then explained in a cocky tone.

Iceman chuckled bashfully as he rubs the back of his head and turned his head down. "Oh, yeah. Right."

Had he been in his normal form, he definitely would have been blushing.

Shadowcat giggled as she walked over to him and planted a kiss right on his cheek.

"But it's sweet that you're worried about me." She said, sincerely.

Iceman's eyes widened as he reached up and touched his cheek. Maybe it was her making the first move, or the threat of the end of the world, but the Young X-Man figured he'd have no better chance than now to say what he's always wanted to say to her since they reunited.

"Hey Kitty?" Bobby started to say catching her attention. "When this is all over… How about… If you're up for it. You and me. We go…"

"Target acquired." A Robotic voice announced, interrupting the Ice Mutant as the pair turned around to see the towering form of a Sentinel looming over them.

The Mechanical Giant raised one of its hands and charged up a beam of purple energy.

Shadowcat smirked as she patted Iceman on the shoulder and walked towards the robot.

"How about we save the world first?" She asked him, giving a playful wink as she ran towards the threat without a fear in the world.

Iceman grinned as he generated another ice ramp and slid after her. The fate of the world on their shoulders and she was still grinning.

The pair went on the offensive and attacked the Sentinel, with the robot moving to intercept.

Around the area, other Sentinels moved to attack the gathered heroes and support Magneto.

The Master of Magnetism grew frustrated. He intended to use the Sentinels to attack the people of the city, not engage in another petty street brawl with the Charles X-Men. The addition of Humanities defenders the Avengers was close to what he intended. Crushing the human's champions would certainly demonstrate the superiority of the mutant race. But it wouldn't leave the impact that would ignite the spark to get humanity to retaliate.

He needed a better target. A more innocent target.

On his command, the Sentinels attacked all the heroes near him. Their energy weapons easily causing the heroes to scatter as he rose into the sky above the city.

The Master of Magnetism scanned for any signs of movement. The city looked deserted, aside from the twinkling of lights from the buildings, streets and bridges….

He paused and looked back. The bridges. The lights where brighter around them and also moving.

It was an evacuation. These heroes were merely trying to stall him in order to by time for the citizens to escape. Clever and noble, but pointless.

Magneto smirked as he raised his hands. He focused his power as he manipulated the magnetic fields. Suddenly every single bridge around the island of Manhattan started to shake, people screamed, and cars honked as the structures swayed from side to side. Suspension cables started to snap as the metal bent and warped, becoming more and more unstable.

The Evil Mutant grinned sadistically as he prepared to destroy their only hopes of escape.

Suddenly, thunder boomed from above him and a bolt of lightning arced down from the sky, aiming directly at him.

Magneto quickly responded and erected a field of magnetic energy around him that blocked the attack. His eyes narrowed as Storm, flew up to him, her eyes glowing white as the winds howled around her.

"It's too late!" Magneto informed the Weather Witch. "Even with my concentration broken, the bridges have all be destabilised. Your pathetic attempt to buy the humans time to escape has failed. There will be no escape for them."

Storm narrowed her eyes as lighting crackled around her. "So, this is how low you have sunken, Magneto? You would willingly slaughter innocent men, women and children, all for your twisted ideals?" She asked, knowing full well what the answer will be.

Magneto chuckled. "You know nothing of the evils of humanity. I have seen what they are capable of. I have seen what their hatred has brought. You think these machines are my creation? They intended to use these machines to wipe us out. I am simply retaliating."

The Weather Mutant furrowed her brow. It was pointless, he would never see reason. He started down the path to war way before Charles warned him of the future. It was inevitable.

But she was an X-Man. So long as she drew breath, no innocent life will be harmed.

She unleashed a powerful bolt of lightning at Magneto. However, the Mutant Villain swiftly raised his hands and generated a field of magnetic energy around him which blocked the lightning. But the force was enough to push him back.

Magneto then waved his hand and several cars and trucks from the street below lifted into the air as he prepared to hurl them at the Silver Haired mutant.

Suddenly, a roar, louder than the thunder erupted from below him as Magneto looked down to see the raging form of the Hulk, soring straight at him.

The Magnetic Mutant attempted to counter him, but was not fast enough as Hulks massive arms wrapped around him tackling him out of the air and sending both crashing into a nearby building.

The vehicles dropped back down to the streets, crashing and crumbling, with several alarms going off due to the damage.

Storm prepared to go and assist the Green Goliath, only for the sound of screams to fill her ears. She turned around to see that Magneto was not wrong. The damage he inflicted on the bridges did make them unstable. Any moment now, they could collapse, and the panicking citizens were only escalating the instability.

While Magneto was the clear threat, the people still needed protection.

The Mistress of the Elements floated down to where the others could hear her as she pointed in the direction of the bridges.

"The people! Magneto has destabilised the bridges!" She summarised as clear as possible.

Cyclops paused for a moment while he thought of a plan of attack.

"Storm, take Iceman and Nightcrawler to the bridges! work on stabilising them long enough for people to be evacuated!" Captain America suddenly ordered, clear and precise. "I'll have Hulk join you shortly!"

Cyclops eyes widened behind his visor. The Super Soldier didn't even hesitate before giving his commands. Yet he was able to efficiently determine who among their current ranks would be the most efficient in saving the people on the bridges.

Storm briefly looked to Cyclops for confirmation. Despite in this current period Wolverine is the acting leader of the X-Men, most of the team still turn to Cyclops by default.

He quickly nodded to her, which she returned before flying off.

Once she was gone, Cyclops turned to Captain America.

"I'm sorry for overstepping." Cap said as he met Cyclops gaze. "Please don't think that I am trying to undermine the chain of command. My concern for the citizens compelled me to act."

The One-eyed mutant was taken aback by the Avengers statement, before chuckling. "It's fine. You did what you felt you had to. Really, it's the right call."

Captain America smiled and nodded in agreement. Only for it to fade as he turned his head back to the action.

"I'm not sure if any of this is the right call. The threat of an impending disaster and none of us know if any of the choices we make here and now will prevent it, or being the very thing that trigger it."

Cyclops shared the same mentality as the Super Soldier. The future seemed so unclear, no matter what path they take. He only wished that he could find Jean and be with her. Whether the world is saved or doomed, he'd want to spend that time with her.

The sound of heavy footsteps approaching, caught their attention as they turned in the direction of the sound to see a Sentinel rounding the corner.

The Mechanical giant glared at them with its glowing soulless eyes as it advanced, prepared to attack.

The Mutant and Super Soldier both got into fighting stances. Regardless on whether their choices will bring about the end. In the here and now, all that matters is that they protect the people. No matter what.


Back at the Inner Circles mansion, Emma and the girls were using their telepathy to manipulate Jeans mind. Their goal was to use her memories and emotions to manipulate her into breaking the mental locks that keep the Phoenix contained.

However, that task proved to be more herculean than initially thought. Emma had to commend Charles Xavier for his work. She has often boasted about her mental prowess, but even she has to admit that this was on a whole other level. On top of that she had to work on keeping Jean Grey, another powerful telepath, unconscious and calm to prevent her from fighting back.

Had it just been herself doing this alone, this process would take hours or even days. Fortunately, she had the Stepford Cuckoos with her. While young and limited in their experience, these five girls have enough raw talent between them to provide adequate support for her maintaining her psychic hold on Jean.

So far things seemed to be going well. From the outside, the members of the Inner Circle watched patiently as Emma worked to unlock the Phoenix. However, it seemed the task was too much for the telepath as her face contracted, forming lines on her perfectly smooth skin.

Suddenly, her eyes shot open as Emma let out a gasp and took a few steps back. The Cuckoos immediately moves and focused their psychic powers to keep Jean restrained as the Red Haired Telepath started to groan and struggle in her unconscious state.

"What happened?" Sebastian Shaw asked, slightly concerned.

Emma took a moment to compose herself as she stood tall. "She's resisting. I attempted to use her happiest memories to lower her guard. But her powers are stronger than I initially thought. She's sensing a hostile force in her mind and is now fortifying her mental barriers."

Shaw grimaced as he pointed to the Cuckoos. "Have the girls distract her so you can slip through." He ordered, his patience starting to wear thin.

"It won't work. Her mind is on alert. If we back in, she will only register us as a threat. She needs a calming presence. Someone she trusts."

"I thought that was the whole reason you joined the X-Men in the first place, Frost?" Selene snidely stated causing Emma to glare at her with her cold blue eyes.

"My infiltration was merely in the attempt to find her. However, her mental stability is tied to Charles Xavier and Scott Summers. Having either of them here would most likely calm her mind enough to proceed." Emma explained.

Selene's eyes narrowed at the mention of the Optic Beam Mutant. "Or maybe, could this be your own desire for Scott Summers presence?"

Emma gritted her jaw as she fought to keep her composure. "Are you questioning my loyalty, Selene?"

"Yes. I am." Selene responded without hesitation. She then turned to the other Members in the room. "The X-Men are of no further use. They should have been taken out when Cerebro was rebuilt."

The White Queens eyes narrowed at the Black Queens statement. "So, now we're assassins? We're trying to save lives. Not take them."

"Wasting time attempting to bring Scott Summers here is a fruitless endeavour." Shaw pointed out. "Besides, I doubt you would be able to convince him to cooperate. Our houseguests are proof that any trust you may have had with the X-Men is extinguished."

The Blonde telepath wanted to argue. But, he did have a point. She pretty much burnt any bridge she had left with the X-Men after kidnapping Jean. After all the time she spent working to earn their trust. Bonding with each of them, working, living and fighting together. Even the ever stubborn, thick skulled ruffian Wolverine had finally let his guard down around her.

But now, after what she did. There isn't a doubt in her mind that the Clawed Mutant wouldn't skewer her the moment he saw her.

However, that pain would be nothing compared to the look Scott would give her if she ever faced him.

She needed to complete her mission. Once he sees what she was trying to do. Then maybe….

"This doesn't change the fact that we need a calming presence to get Jean to lower her guard." Emma reemphasised.

Selene scoffed, while Shaw frowned in disappointment.

"I expected more from you, Emma." He said, shaking his head. "I'd would have thought, your power would be enough to get the job done. Or is it, perhaps your commitment to our cause is not enough to steel your resolve to do what needs to be done?"

Suddenly, Shaw and the others felt a great pressure build up in their head as Emma clenches her firsts and glares daggers at them.

"I have had quite enough of all of you doubting my integrity. Need I remind you, the lengths I went through to get us this far?" Emma stated as her fury rose. "If after all this, you still do not trust me. Then I will demonstrate my commitment, once and for all."

She then released the pressure on their minds and matched towards the door.

"And just where do you think you're going, Frost?" Selene demanded as Emma forced open the doors to the chamber.

"If Charles Xavier and Scott Summers are not available. Then the next best option is Ben Tennyson." Emma stated, turning her head back slightly to address her.

"The human?" Selene asked, with a confused look. "Why would you need him?"

Emma pivoted so that she could face her head on. "That boy provided the first positive interaction, Jean received while her memories were missing. He has been a constant source of warmth and protection to her during the last 24 hours. While it may not be much, it's the best option we have."

She then turned away from them and disappeared down the hall. Her elegant high heels echoing on the stone walls from each click of her steps.

No matter what it takes, she will finish what she started.


Being unconscious, it's like going to sleep only much faster. One minute you're awake, the next you're asleep, you don't even remember closing your eyes, just a wave of relaxation as everything just drifts away. Only to wake up, feeling like you slept on a wooden floor.

Ben groaned as he felt a throbbing pain in his head. Like an alarm clock pounding in his head and he could reach the snooze button.

So the Young Hero groaned as he surrendered to the conscious mind and woke up. Blinking his eyes open, Ben noticed the dim light of the area. He then noticed his bodies orientation as he was not lying down, but upright and hunched over based on the stiffness in his neck.

He made an attempted to rub his neck, only to then feel the stiffness in both his arms along with the pressure on his wrists. The clinking of chains was the final jolt he needed to snap wide awake and raise his head.

Ben winched at the sudden pain as his body swayed slightly from his hanging position. He gathered his feet under him and finally stood up. Though with slight numbness and pins and needles in his legs. He must've been hanging there for a while for his body to feel like this.

Looking around, it was clear that he was in a medieval style dungeon, with stone walls, a sturdy wooden door with metal bars on the window. Obviously a prison setup like this wouldn't hold someone like him. Except for one important factor.

Both his arms were chained up. With the chains secured to the ceiling, keeping his arms raised above his head. While there was enough slack in the chains to allow him to comfortably sway from side to side. But not enough for him to reach his arms or lower them when he stood up. The left cuff in particular completely covered the Ultimatrix, so even if he could reach it, he couldn't activate it.

Meaning that for the time being, he was stuck.

Ben sighed, this certainly felt familiar. It wouldn't be the first time he was in such a predicament. He was embarrassed to admit how often it did happen. But, he usually manages to find a way out, usually with the help of his friends.

"Ben?" Lauras voice suddenly called out. Her words reverberating off the stone walls of the dungeon.

"Laura?" Ben replied, quickly straining his neck up to see if he could catch a glimpse of her through the window of his cell door. Unfortunately, there was no sign of her in the opposite cell. Meaning she must be in the cell next door to him.

Still, it was comforting to know she was ok and nearby.

"Are you ok. You're not hurt are you?" She asked, concern in her voice.

"I'm fine." Ben assured her. "A bit stiff, but I'm ok. How about you?"

"I too am unharmed. And any damage I did receive, my healing factor has taken care of it." She answered.

The sound of chains rattling informed Ben that she was restrained like him. And from the frequency of their rattling, he could tell she was trying to get to him.

"They chained you up too, huh?" Ben asked, making some small talk to try and put her at ease.

"Yes." Came her response, as the rattling died down a little. "They positioned the chains in such a way that I cannot use my claws to cut them. Even my legs have been restrained."

"Really? Mine haven't." Ben commented humorously. He knew they didn't have a reason to chain his legs, he didn't have an Adamantium claw hidden in his foot.

"A shame you did not learn lock picking skills from Storm." The Mutant Clone stated. "She could have taught you to pick the lock with your toes."

Bens head quickly snapped to attention as a look of surprise and awe spread across his face. "Woah, really?"

"Indeed. Ororo is very talented in lockpicked and escape artistry. She has the same dexterity in her toes and mouth as she does with her hands." Laura explained.

As a respectable hero and gentleman, Ben was quite impressed by the Weather controlling Mutants skills. He never would have guest she had that level of skill in her. But, as a red-blooded, teenage male, he couldn't help but find her way more attractive than he already did. Now he envied the lucky man who ends up with her.

Shacking those thoughts out of his head, he still needed to find a way out of this cell. There's no telling how much time is left.

"Do not worry. They have not achieved their goal's yet." Laura informed Ben.

The Teen Hero agreed. If they had succeeded, they wouldn't bother keeping them chained up. Likely they were being kept so they could be used as leverage in case things go south.

"I have a way we can escape and get back to main chamber." Laura stated.

Ben tilted his head in Lauras direction. "I'm listening?"

"The chains are too tight for my wrists to slip through. However, if I were to break my wrist bones and with enough force, rip the skin from my arm, I can slip my arm free of the chains and then cut out of the remaining restrains and then free you?" Laura said in great detail.

The Alien Avenger grimaced at the thought of his close friend, mutilating herself like that. Granted it was a solid plan, unlike Wolverine only her claws are covering in Adamantium, the rest of her skeleton is bone, meaning she can break them easily and her healing factor will fix the damage in no time.

"I felt that you would object to my actions. Seeing as you do not like it when I am hurt. That is why I waited to tell you of my plan first. If you do not want me to go through with it, I won't." Laura's words conveyed her empathy towards him. She really did take his feelings into consideration before she acted.

Of course Ben would object to her harming herself in such a way. Even if she could heal from it, no one would be comfortable with someone they care about, mutilating themselves, regardless of the context.

However, desperate times call for desperate measures. They couldn't afford to tread carefully. Not while the fate of the world is at stake.

"Someone's coming." Laura hissed, before Ben could give her an answer.

The Teen Hero quickly shut his mouth as he listened. Nothing but silence, so it was Laura's heightened senses at play.

Eventually, Ben did pick up the sound of high heels on stone floor, clicking their way towards them.

"Do you know who it is?" Ben whispered to her. Making sure to be loud enough so that only she could hear him with her sharp ears.

The sound of sniffing was heard in the cell next door as Laura answered. "It's her."

She practically snarled the words, meaning that it was Emma Frost.

Ben felt slightly relieved. He was worried that Selene woman was coming to snack on his life-force again. He felt woozy just remembering that Psychic vampires touch.

But, Emma's presence was still concerning. If she's coming down here, that means they hit a snag in their plans. But, why come down to them? Not like either of them are in a position to help.

Even if Emma knew about all of his alien forms. Ben doesn't have anything in his current roster that has any skill in telepathy like her, Jean or Charles. Any aliens he does have that could do anything resembling telepathy aren't nearly as advanced. Ampfibian can only read the electrical impulses of the brain, Brainstorm can do the same and even alter brain patterns and Pesky Dust can just enter and manipulate dreams, not like any of them could put up mental barriers or straight up mind control someone.

It pained him to say it, but until such time where Ben manages to unlock a telepathic based alien. The Mutant telepaths are beyond his reach. For the moment at least.

Still, there had to be some reason for Emma to come down to see them.

The clicking got loader as she got closer. Eventually even Ben could tell it was Emma as the exquisite scent of her perfume wafted into his cell. The clicking stopped as the White Queen herself appeared in the window of his cell.

The dime lighting reflecting off her smooth, perfect features. Even if she's a double crossing back stabber, she's still incredibly gorgeous.

Ben narrowed his eyes at her as he planted his feet and leaned forward, bowing his head as best he could in a mocking gesture.

"Well, well. The great Ice Queen has graced us with her presence. To what do we owe the honour, your majesty?" Ben said in the most over the top phony British accent he could muster.

"I need your help." She said, showing no reaction to his dry wit.

Ben raised his head and gave her a serious look. "What makes you think id help you after what you did?"

Emma sighed. She knew he'd behave this way. "I understand, you are upset."

"Yeah, I think we left 'upset' back when you kidnapped Jean and then lied about it." Ben snapped back. "The X-Men trusted you. I trusted you. But, you were playing us the entire time. For what?"

The White Queens brow furrowed. She had quite enough of everyone doubting her integrity as she stepped closer to the door.

"I am trying to save the world. Everything I have done, is all to fulfill that goal." She claimed with passion in her voice.

Ben scoffed. "If that were true, why not bring the X-Men in on this. They're all about saving the world too, ya know?"

"Time was of the essence, Benjamin. You saw the power Jean displayed at Sinister's lab. The psychic fire was a clear indication that the Phoenix was rousing within Jean. Soon, no amount of psychic barriers will be able to contain it. The longer I waited, the more difficult it will be to destroy the Phoenix. I needed to bring Jean here, so that we may destroy the Psychic Force before it can fully awaken and ravage this world." Emma explained.

"That is a lie." Laura stated as she fought against her chains. "The Inner Circle intentions are far from noble."

Emma's facial expression morphed into one of disgust as she turned her gaze to the Raven haired girl in the next cell. Who was fighting against her chains, leaning as far forward as she could, outstretching her arms in a vein attempt to reach the door. Her eyes burning with anger at the Blonde Telepath.

"I don't recall asking for your opinion, Clone." Emma spat at Laura, her words gushing with venom at that last word, as if it left a vial taste in her mouth.

"HEY!" Ben shouted, causing Emma to jump at the tone as Ben jumped to the ends of his chains. His calm demeanour now replaced with fury at her.

"Don't you ever talk to her like that!" He snarled, causing Emma to take a step back.

This certainly wasn't going the way she wanted. Normally shed be able to solve situations like this instantly with her powers. But with Tennyson's mental shielding, she couldn't control him even if she wanted to.

And she had momentarily forgotten how strong the bond is between the two are. With how quickly he jumped to her defence. She couldn't afford another slip up like that. Not at this crucial moment.

The White Queen composed herself and cleared her throat. "Very well. I apologise."

This at least got Bens expression to soften. But X-23 remained unchanged.

"This petty squabbling will have to wait. The Phoenix's power is growing by the second. If it is not released and destroyed soon, it will become too powerful the world will be consumed by its inferno."

Ben held his gaze for a moment as he processed what she said. While he still doubted the intentions of the Inner Circle. From how Emma spoke and acted. It seemed she really believed what she was saying.

Granted she's been shown to be a top notch actress, fooling him and everyone about her true intentions for months.

Still, she was right about one thing. They were running out of time. The countdown to doomsday was approaching and he still had no clue what's gonna set it off.

When the weight of the world is on your shoulders. Any idea, no matter how crazy, could mean the difference between life and death.

So Ben only had one question on his mind.

"What do you need me to do?"


And thats it, for now.

Hope you have all enjoyed this latest chapter. Sadly, it'll be a while before my next update. But, rest asurred that I am working on it. I promise to give it my all to bring out the best in these chapter.

Now, I'm sure there will be some of you that might want to critique how I handled certain things in this chapter. I am willing to listen and discuss this issues with you, if they involve the character portrayals. But, there are a few exceptions.

As always, feel free to message me and leave reviews if you like my work. Please be respectful and civilised in conversation.

Until next time, CaptainRex75 out!