Avenging 10

by CaptainRex75

Ben 10 has lost everything. Now he is given a second chance in a world full of superheroes. Will Ben decide to continue being a hero?

31. Chapter 31

DISCLAIMER: I OWN NOTHING. BEN 10 AND AVENGERS EMH AND WOLVERINE AND THE X-MEN ARE ALL OWNED BY CARTOON NETWORK AND MARVEL.

Hello you beautiful Lads and Lasses. I have returned to bring you the final chapter in the Foresight arc.

This arc has been a long time in the making. I didn't think I would be on a journey like this, but thanks to all who have supported and stuck with me these last few years. The emotional and physical challenges that I have endured just to finish this. It feels good to finally finish this arc.

So I've rambled long enough. Let's get on with the show.

---

Chapter 31

Foresight Part 4

X-23 was no stranger to patience. Her life as an assassin made waiting for the moment to strike second nature to her. One of her past missions had her wait for months undercover until her target was in the optimal position for her to make her move.

However, at this moment, she was feeling something she was unfamiliar with. She was feeling restless.

Her knuckles itched as she could feel her claws just under the skin, ready to spring out and attack her target.

The person of interest. Lay unconscious on the stone tables as six, white clade telepaths probed her mind. Five working against her, one supposedly working with her.

Had this occurred a few months back, X-23's goal would have been clear. Eliminate the threat immediately, without hesitation. Her current state left her vulnerable, and the telepaths were too focused on her to stand in her way. A quick slice to her jugular and a precision stab to the heart and the threat would be over.

But that was the old her. And this wasn't a target. Her name is Jean Grey. A member of the X-Men and one whom they all hold a great deal of affection towards.

More importantly, Ben is determined to save her and orders her to keep Jean safe. So she will guard Jean with her life until told otherwise.

However, Jean's situation was not the only thing that was causing her trepidation.

Ben has been gone for over an hour now. Factoring in his travel speed to the city from this location, along with the likelihood of Ben engaging with Magneto and his Sentinel army. The possibility of his watch timing out is likely. Leaving Ben powerless for five minutes in the middle of a warzone. Without her there to protect him.

That thought filled her with so much anxiety that she'd been pacing the alter room in a large circle.

Water dripping echoed throughout as the ice from Big Chill's battle melted.

The Mutant Clone carefully eyed each of the ice prisons for the Hellfire Club members. Paying extra attention to the frozen form of Selene.

She's the only member of the group that Ben wisely saw utterly freeze, as opposed to the other members who were only encased up to their shoulders. Of everyone in the room, Laura felt she was by far the most dangerous individual present. Just being close to her made the hairs on her neck stand on end.

That still wasn't enough to distract her from her worries. Her thoughts constantly drifted back to Ben and his behaviour.

The entire evening, X-23 had to endure watching her friend constantly second-guess every decision he made.

She's used to seeing him so confident in his actions. Always smiling and carefree. He never doubted himself and always found a way to achieve his goals, even when the situation seemed impossible.

To see him in such a state of self-doubt. She wanted to assure him that he was making the right call. But words like that from her would be meaningless. A mere empty promise. A lie.

The Cloned Mutant was not one for lying. Ben knew that about her, and he would know immediately if she tried.

When it comes to the matter of Time Travel, there's only one person that Ben would listen to. Yet, for some unknown reason, he has not arrived.

A strange occurrence as Ben has boasted about this individual's punctuality in any event that relates to the time stream. For what reason would he not show himself now? Especially when Ben needed him the most.

Another groan from Jean drew Laura's gaze as one of the five young telepaths moved to restrain her.

An automatic response as the girls' eyes were still closed, still in a trance-like state.

The raven-haired mutant quickly eyed each of the five. Each one was working to free the Phoenix Force from Jean. Only Emma was fighting against them. Suppose it takes five of them to be able to match her. Then, by reducing their numbers, Emma will gain the advantage and defeat the rest.

Blades extended from her right hand as she approached the girl close to her, next to Jean's left leg.

She won't aim for anything vital. Just enough to break her concentration and render her unconscious.

X-23 took a few steps towards the girl. Her fist clenched as she pulled back her arm.

"I would advise against that." A masculine voice suddenly spoke from her left.

The Female Mutant quickly jumped to the right, the claws from her other hand extending as she got into a fighting stance.

Standing next to her previous position was a man in his mid-forties, wearing a white lab coat and a pair of goggles hanging around his neck.

This man had just appeared as if from nowhere. She didn't hear him approach, nor did she pick up his scent until he spoke.

It's as though one moment he wasn't there. Then he was.

Having someone get the drop on her felt unnerving for a former assassin.

On the other hand, the man did not seem to be wary of her. Despite her aggressive stance, he did not so much as spare a glance in her direction. Instead, giving his attention to the group of telepaths.

"Attacking a telepath in the midst of a psychic battle would cause more harm to all parties involved. Causing irreparable damage to the mind and Ms Frost and Ms Grey will both need their wits about them before the night is done." The man went on to explain, in the dialect and mannerisms of an upper-class Englishman.

X-23 eyed the stranger from top to bottom, taking note of his height, weight, attire, stance, physical features, and speech. All traits appeared to fit the description of a particular individual that Ben once described to her.

Laura shifted to a neutral stance, returning her claws while keeping her right leg primed on the off chance this was a ruse.

"Professor Paradox?" She asked, tilting her head to the side.

The man finally acknowledged her as his gaze met her. "Ah, wonderful to see you again, Miss Howlett… Or is it still Miss Kinney? Time Travel can make keeping track of events difficult… Have we met?"

From the confusing dialect, erratic behaviour, polite tone and all-around eccentric manner that this Man displayed. There was no further doubt in the Young Mutant's mind that this was the man that Ben described to her.

Relaxing her legs and calmly approaching the now confirmed Paradox. Laura held out her hand to the Time Walker.

"This is our first encounter. A pleasure to meet you. I am Laura Kinney. Codename: X-23, Member of the X-Men and close friend of Ben Tennyson." She said in a calm but abrupt tone, all while holding very heavy eye contact with the Time Traveller.

Paradox grinned with enthusiasm and took the girl's hand without hesitation. "A pleasure to make your acquaintance, Miss Kinney."

They shook hands for exactly three up and downwards motions before separating. The exact number of times appropriate for a handshake greeting in Laura's eyes. Most people tend to go for either too long or too little, often frustrating the girl. Yet the Professor knew her exact preference. Further confirming that they will encounter each other in the future for Paradox to be already familiar with her preferences. Along with knowing key intimate details about her in the future.

"Would you like a gumball?" Paradox offered, holding a brown paper bag filled with multicoloured candy spheres.

"Yes. Thank you," Laura politely responded. She then reached into the bag and removed a green gumball.

But, before she placed the sphere into her mouth. Laura looked up at the Time traveller with a curious expression.

"Why have you chosen to show up now, Professor?" She asked in a blunt tone. "Ben has been second-guessing himself throughout the evening. From what he has explained, you would appear and offer advice to him during events involving time travel."

"Yet, you have chosen now to show yourself. But before me and not Ben. Why? Ben needs your guidance more than I do. Why would you not help him and put his mind at ease."

A look of guilt fell on the Time Walker's face. Followed by a sigh as he pocketed his paper bag.

"I'm afraid it's not quite simple, Miss Kinney," Paradox explained. "I'm sure Ben has informed you of the certain 'rules' that I must abide by?"

Laura nodded, prompting the Time Traveller to continue.

"Well, those rules are even more restrictive in this universe. Especially in a pivotal moment such as this one."

"What do you mean?" She asked.

"Think of the Timeline like a road, with us being the various vehicles that travel along it. Now, usually, we all travel in one direction on this temporal road. But Time Travellers, like myself, can backtrack on the road and drive down it again. However, if too many vehicles travel over the same section of the road too many times. The foundation is weakened and chipped away. Until it eventually forms…"

"A Pothole." The Young Mutant finished. The metaphor becomes clear to her.

Paradox nodded. "Indeed. This moment in time has far too much traffic. So I am limited in what I can do."

"You still have not answered my question," Laura stated. "Why come to me and not Ben?"

She was aware of the Time Walker's knack for speaking in riddles and vague wording. Yet it still annoyed her that he insisted on dancing around the question.

"Ah. Well, the answer for that is quite simple." Paradox stated, a grin on his face. However, Laura could immediately tell it was false.

"While I am limited. I can bend the rules in a manner to give a little nudge to those that need it." He explained.

X-23 turned her attention to the girls around Jean. "Stopping the Stepford Cuckoos."

"Indeed." Paradox concurred. "A little misstep like that would've made things much harder for Ben."

Like a bolt of lightning, a shock shot through the young mutant. Her actions would have been a hindrance for Ben. The mere notion of such a thing put her in such a state of shock her heart practically stopped beating for one-tenth of a second.

"I-Is there anything else you can do to help Ben?" Laura asked, slightly shaken.

The Time Walker shook his head. "Sadly, I'm afraid this is all I can do at this present moment. You, on the other hand. There is plenty you can do."

Laura looked unsure. What with her recent actions almost being a hindrance to Ben.

Something Professor Paradox noticed as he placed a gentle hand on her shoulder.

Usually, Laura hated being touched by people she didn't know or trust, limited to only Ben and Wolverine. However, when Paradox touched her, she somehow felt a warmth of familiarity with him. It is as if she's interacting with someone she's known for several lifetimes.

"Tell me, Miss Kinney. Do you trust Young Benjamin?"

"Yes." She said without hesitation. "I trust Ben with my life."

A warm smile appeared on the Time Walker's face. "Then be sure to tell him that. His doubt will be his downfall."

He then pulled out his pocket watch again and checked the faceplate. "It would seem my time here is up, for now." He turned to the Young Mutant and flashed her a cheerful smile. "Before I leave. I will give you one last piece of advice."

"What is it?" Laura asked, curious.

"You will want to leave this room in the next 30 seconds." Paradox informed her in a casual tone. "Until next time, my dear Miss Kinney. Cheerio."

A click of his pocket watch and a blue flash illuminated the area, and Professor Paradox vanished from sight.

The Time Walker's sudden bluntness took Laura aback. From everything Ben told her, she was expecting a vague riddle of a future warning.

Suddenly, an orange glow caught the Raven-Haired Mutant's attention as she turned towards the alter to see Jean's body enveloped in psychic flames.

Without a moment of hesitation, Laura bolted towards the chamber door. Using her memory of the mansion's layout, she sprinted down the halls at her top speed, vaulting down a flight of stairs. Then, she burst through the entrance to the dungeon, dashed to the final cell, and dove inside.

The entire mansion violently shook a second later as the stone walls cracked and crumbled around her. The Young Mutant braced herself against the back corner of the cell as a cloud of dust and debris burst into the room. She closed her eyes and held her breath as the dust cloud consumed her.

---

Late. That is a word the Wielder of the Ultimatrix has heard frequently in his lifetime. The word would often be associated with his arrival at school or handing in homework. Later in his life, that word became synonymous with his dating life.

Over the years, the Young Hero didn't put much consideration to the word as no matter how late he would be, he'd find a way to make up that lost time.

If there were ever a time, he would feel that word's gravity. It would be today.

For today, Ben Tennyson, who was transformed into Commander Comet, was too late to stop the end of the world.

The Ancient Cosmic Entity, the Phoenix Force, has been unleashed upon the world.

True to its name, the entity was a giant bird wreathed in flames. It was about the size of a fully grown Humungousaur, with large wings and a hooked beak. Yellow eyes glowed like a pair of suns as it looked around the area. Finally freed from its prison.

Even at a distance, Commander Comet could feel the energy radiation of the firebird. It was overwhelming. The Alien Avenger could only recall one or two moments where he felt power remotely close to this. Both times, things did not go well for him.

What made the whole ordeal worse was that despite everything he tried to do, he failed to stop the Phoenix from being released. He couldn't save Jean.

"Oh man…." He bowed his head in sorrow. "I'm sorry, Scott. I'm so, so sorry."

He knew exactly what Scott would be feeling at this point. Losing the woman you love, after fighting so hard to get to her, to save her, only to be too late as she's taken from you…

The Shapeshifting Alien could feel the door beginning to open once more.

"No, wait." Cyclops's voice broke through his daze and back into reality.

The One-Eyed mutant stared at the Firebird and raised his right arm to point at it. "Look. In the centre."

Commander Comet followed his gaze. The light the Comic Entity was giving off was intense, but the Alien Avenger's eyes adjusted as he focused on the centre of the Phoenix's chest.

Amidst the intense light of the flames, Commander Comet could make out a dark mass within it.

No. It was five dark masses. Five humanoid, dark masses. They were petite and feminine around adolescents. The Girls. The Stepford Cuckoos.

Emma couldn't stop them. They managed to get the Phoenix Force. Meaning it's out of Jean. But if she's not in the Phoenix, then she must be…

"We have to find her." Cyclops said as if he had read his mind.

"But. The Phoenix?" Commander Comet started to argue. While he was worried about Jean, the giant Flaming Cosmic Bird was by far the more significant issue.

"Jeans had that thing locked inside her for years. She'd know it better than anyone at this point." The One-Eyed Mutant stated with complete assurance.

"Not sure that's how it works." The Alien Avenger thought, but he knew there was no arguing at this point. Plus, there's not much Commander Comet could do while he held Cyclops in his arms.

Plus, Emma might have some knowledge of how to beat the Big Bird. Assuming she's still conscious.

Making his choice, Commander Comet made a beeline to the remains of the mansion.

Fortunately, the Phoenix Force didn't seem interested in them as it turned its attention towards New York. A sharp cry escaped its beak as it beat its massive flaming wings and shot towards the city like a blazing arrow.

Commander Comet quickly activated his communicator. "This is Ben calling all Avengers! The Phoenix is free! I repeat! The Phoenix is free! Last seen heading towards Manhattan. Cyclops and I will head back as soon as we can. Hold out for as long as you can!"

He didn't wait for a response. All he could do was hope his transmission reached the others and they'd have enough time to prepare.

If only he could just drop Cyclops at the mansion and head off to help fight. Without him, the only Avengers that could stand a chance against something like the Phoenix Force are Hulk and Thor. The rest, he's sad to admit, are not in the same league to face off against a cosmic scale being.

He tried to rack his brain for anyone on the X-Men's side of things that could balance out the power. However, he'd only hung out and had the occasional training session with the Mutant team. Therefore, he had no idea how powerful each of them really was. Which only made his anxiety increase.

What the heck was he supposed to do? How could he save everyone?

The questions rattled in the Young Hero's head. He was so lost in his worry that he almost crashed into the ground had Cyclops not snapped him out of it.

"There!" He yelled, pointing to an open area in the ruins.

From what he could make out, it was the remains of the Alter chamber. That was a slight relief to the Alien Avenger, as it looked like the area was mainly untouched. He could clearly see Jean atop the altar and Emma lying on the ground a few feet away from it.

He placed Cyclops on the ground and tapped the dial on his chest, turning back to human.

Cyclops immediately ran to Jean's side. Picking her up in his arms and cradling her. Ben quickly went to Emma and checked on her.

"Jean? Jean! Speak to me, please." Cyclops pleaded.

A moment passed as her eyes fluttered open, and her emerald eye met his ruby visor. A warm, loving smile appeared as she reached up and caressed his cheek.

"Scott." She whispered, almost choking on the words.

The look in her eyes and tone was all he needed to know one crucial fact.

She remembered him.

He leaned his head into her hand as the emotions welled up in his chest. After so long and fighting so hard, they finally found each other.

Jean began to tear up as well, and they started to lightly chuckle and pull each other close, pressing their foreheads against each other. The pair seemed to get lost in each other's eyes, completely oblivious to the rest of the world.

Even Ben seemed to get swept up in the moment until the sound of breath hitching in someone's throat drew his attention as he looked down to see Emma staring at the couple. Her expression is one of sadness and longing.

Ben glanced between her and the couple a few times. Eventually, the coin dropped, and he understood what was going through her mind.

Feeling awkward about the situation. Ben took a step back and decided to take a quick scan of the area. The roof and the entire west-facing wall were demolished entirely, with some of the structure from the upper levels still intact. But the rest of the room seemed to be ok. Rubble had utterly buried the entrance, but the Young Hero mainly focused on the ice.

The frozen prisons that he'd left behind as Ultimate Big Chill all seemed to be still intact. Surprisingly, the intense heat of the Phoenix Force being unleashed didn't automatically vaporise them.

Ben was incredibly thankful that Selene's prison was still intact. Even in her frozen state, he could feel her threatening aura, as if she could just burst out of the prison and grab him.

However, it seemed she was still secure for now, which allowed the Teen to relax a little.

He was just glad Laura was here to keep an eye on them. He didn't want to think what would've happened if they broke out and….

Time stopped as Ben's eyes widened. Laura. Where is Laura?

His head swivelled in a frantic search as he tried to catch a glimpse of the Raven-haired mutant.

But there wasn't any. She was nowhere to be seen.

His heart thundered in his ears as his breathing grew sharp and rapid.

"L-Laura?" He barely croaked out as he forced himself to draw in more air. "LAURA! Laura! Where are you? Answer me! Laura!"

His cries cut through the silence like an adamantium blade. Drawing everyone's attention to him as the Young Avenger searched for his missing friend.

Emma Frost got to her feet, brushed the dust off her white clothes and composed herself. "Benjamin, please calm down. I'm sure X-23 is fine."

Her words fell on deaf ears as Ben continued to scream her name. Panic surged through him as he continued to fail to locate her.

He finally had enough and activated the Ultimatrix, cycling through his aliens until he found the hologram of his best tracker.

Slamming the dial down with a flash of green light transformed the Teen Hero into the Orange Fury beast Wildmutt.

The Dog-like alien roared as he immediately started sniffing the area, looking for even the faintest whiff of Laura's scent.

Wildmutt's heightened senses filled his olfactory receptors with an abundance of different scents. Each one was unique as they flooded his alien nose. The water from the ice did not help as Wildmutt's keen nose could pick up the scents of every member of the Hellfire Club, and the scent of the woods outside only added to the cluster of smells and pheromones he had to filter through.

Suddenly, he found it. It was faint and jumbled in a mixed bag of other scents. But there was no mistaking it. That was Laura's scent. The cluttered mess blew away like a gentle breeze as Wildmutt zeroed in on her scent trail.

It led away from the altar to the far side of the room. The scent was fresh, barely 10 minutes old. Yet the smell didn't grow stronger as he followed it.

Reaching the far side of the chamber, Wildmutt skidded to a halt, and his body tensed up.

Blocking his path was a mountain of debris and rubble. The entrance to the chamber from the hallway had wholly caved in. The Alien Teen could detect the weak scent trail that was able to waft through the gaps in the rubble.

Without missing a beat, Wildmutt taped the dial on his chest and transformed again. A flash of light and Armodrillo stood in his place.

The yellow-armoured alien quickly started pumping his jackhammer elbows and dug into the debris pile. Pulverising the rock and concrete in his way. Wildmutt's senses gave him a vague idea of where the scent originated. With Armodrillo's physiology, each impact of his jackhammers allowed him to send out seismic waves that pulsated through the earth, with the returning vibrations enabling him to map out the area in his mind, like a 3-D map in a video game.

Even better, the vibrations allowed him to pinpoint exactly where she was as he tunnelled towards her at impressive speeds, slowing down only as he got close, not wanting to hurt her with his vibrations or cause more debris to fall on her.

Finally, the Alien Hero got close enough that he just started pulling rubble aside and using his claws to dig through.

"Laura! Laura! Can you hear me?" He called out as he lifted a large concrete slab and tossed it aside.

At first, there was no response. Then, after removing some more debris and kicking up a cloud of dust, the sound of coughing entered Armodrillo's ears.

As the dust settled, the Young Hero's green eyes fell on the dusty form of X-23. Her clothes were slightly tattered, and her entire body was caked in a fine layer of dust. Giving her a rather ghostly appearance, as even her hair appeared grey.

Other than that, she was perfectly fine.

She coughed and heaved a bit more as her eyes blinked open. She lifted her head and looked at the hulking alien before her.

"Ben." She said softly as she pulled herself out of the rubble she was lying in and tried to drag herself towards him.

Armodrillo tapped the dial and turned back into Ben as he rushed to her and tackled her in a hug.

The Young Mutant quickly returned the embrace with equal force, and Ben let out a sigh of relief. The panic he felt from almost losing her evaporated, and he finally felt like he could breathe again.

A pat on his back caused him to lift his head as he backed up a little, still holding his friend as he looked into her eyes.

"I am alright, Ben." She told him bluntly but with a small smile in the corner of her mouth.

Ben chuckled at her attempt to comfort him. "Yeah. I can see that."

He brushed some dust out of Laura's hair to punctuate his statement.

"What happened, Laura?" He asked, his face turning serious. "Why didn't you call me when the Phoenix started breaking free?"

Laura's face went emotionless as she stood up, guiding Ben with her as she gripped his arms.

"I would have. But, there was not enough time. Since I did not know the full capabilities of the Phoenix and the historical record depicts its destructive force, I calculated the best course of action was to evacuate and secure myself in the lower levels in the most secure section of the mansion." She explained clearly.

Looking back, Ben understood her reasoning. She had no way of knowing that the Phoenix Force wouldn't vaporise the entire mansion upon awakening. Even with her healing factor, the Firebird could've burst forth like a nuclear bomb and turned everything to ashes.

It was extremely fortunate for them that it chose to fly straight up and destroy only the sections of the mansion that were in its way.

Ben sighed as he squeezed Laura's hands and gave her a warm smile. "Ok. But please don't scare me like that again."

"I promise," Laura responded as the pair gave each other one more quick hug before the pair started walking back to the alter chamber.

They were just about to enter when the sound of someone yelling, followed by something crashing into a wall, alerted the Teens. They quickly rushed into the room, Laura extending her claws while Ben activated the Ultimatrix.

Upon arrival, they saw Jean using her telekinesis to pin Emma to the wall, as metal rebar coiled around the White Queen's limbs like serpents, restraining her.

The Red Head's eyes burned with fury. "You'll pay for what you've done." She said venomously as she stood from the altar and stomped towards her.

"Woah, Woah, Woah! Jean, stop!" Ben yelled as he rushed into the room, quickly putting himself between the trapped Emma and Jean.

"Get out of my way, Ben," Jean ordered, not breaking her eye contact with this Blonde Telepath. "This has nothing to do with you."

"The whole world is in danger, and she's one of the people who can help save it. This absolutely concerns me."

Jean's eyes narrowed as she glared down at Ben. "You have no idea what she's done. She's the reason this all started!"

The intense aura that surrounded Jean caused Ben to step back reflexively. It seems that Jean is scary when she's mad, with or without the cosmic entity.

However, Ben stood his ground, clenching his fists as he stood defiant to Jean. He heard the sound of rapid steps as Laura appeared by his side. Her arms were in a fighting stance as she bared her fangs at Jean like a wolf. Having her next to him helped him compose himself.

"What Emma did in the past doesn't matter right now. What matters is that she's doing everything she can to help." He then held out his arms to shield Emma from Jean's wrath. A look of shock appeared on Emma's face as she watched the Young Hero.

Jean gritted her teeth as her body shook. "Ben… You have no idea what she did to us!"

Ben glanced back at Emma. He stared into her blue eyes as she bit her lower lip and turned away. The expression of shame and regret plastered on her face as she refused to meet his gaze again.

Letting out a sigh, Ben turned back to Jean. "Yeah, I don't know. But, and I'm sorry to say this. But I really don't care right now."

"Ben!" Cyclops yelled at him, insulted by the Alien Shapeshifters comment.

"The world is on the verge of ending, and I, for one, am not about to waste time arguing about who's on what side." Ben barked at the One-Eyed Mutant. "Sort this Soap Opera drama out AFTER we save the world. Our friends are fighting for their lives right now while we're here arguing. So suck it up, shake hands and focus on what's important."

It was a bit harsh to say that, especially after everything that's happened to the couple. Jean lost a year of her life, while Cyclops sank into a deep depression after Jean and Professor X disappeared after the explosion at the mansion.

An event that clearly affected them personally, and now they have the person responsible for the whole thing right in front of them. Had Ben been in their shoes, he'd probably think the same.

But he wasn't. He's thinking about Carol, Janet, Kitty, Bobby, Peter and all the others who are currently in the path of a destructive cosmic entity. There wasn't time to play nice and be considerate. However, he made a mental note to apologise to Jean and Cyclops when this was over.

"You can't expect me to forgive her after what she did to me. To the Professor. To everyone." Jean said, her fists clenched tightly.

"I'm not asking you to," Ben responded. "But this is bigger than you and her. Whatever issues you have with Emma can be sorted out after we take down the Phoenix."

He lowered his arms and stepped to one side so he could look between the two women. "As it stands, you two know more about the Phoenix than anyone. If anyone can figure out a way to stop it, it's you two."

He was leaning more towards Emma in this regard. But, who knows, maybe the Firebird left some kind of psychic message in Jean's brain that'll tell them exactly how to defeat it?

Jean still looked hesitant, like she wanted to argue more, but she knew the Young Hero was right. The world was more important than her feelings.

She felt Scott's hand on her shoulder, and as she touched it, she felt his warmth. Turning to look at him, she felt his presence and strength, letting her know that things would be okay.

With a sigh, Jean released Emma from her metallic bindings as the White Queen dropped to the ground. Rubbing her wrists and neck, which were sore from the metal bindings.

When her eyes met Jean and Cyclops, the pair shot her a combined look that made the Blonde Telepath flinch. She certainly didn't need her powers to tell what they were thinking. The look Cyclops gave her hurt the most. Punctuated by how he held Jean close to him.

It was almost unbearable to witness.

The sound of Ben clearing his throat, turned their attention to him as he stepped forward. "So? Any ideas on how to stop the Phoenix?"

Emma pondered for a moment. She went over all the information she'd researched about the Ancient Entity.

"The Phoenix Force requires a host to survive. My goal was to remove it from Jean and release it into the atmosphere, where its power will disperse and scatter."

"Ok, so we take out the girls that currently have it," Ben concluded. "Are they like a collective? Take one out, the rest fall kinda deal?"

Emma shook her head. "I'm afraid it's not that simple. The girls may have bonded to the Phoenix Force. As such, the Phoenix will defend its host with everything it has. It is taking the combined psychic might of all five to keep the Phoenix focused on the current task. To remove one from the group would result in the Phoenix running ramped."

"What is their mission?" Laura asked.

"From what I could glean from their minds. Shaw had ordered them to eliminate the Sentinels and the X-Men and then to burn Genoshia to the ground."

Shock was present on everyone's faces. The Sentinels and X-Men were still fighting in New York, and Genoshia was still in shambles after the Sentinel's initial attack. If the Stepford Cuckoos go through with their orders, both islands will be reduced to cinders.

Ben could see the flames, the bodies of those he loved, the glowing…. No!

He shook his head, banishing those thoughts. He won't let that happen. It's not too late.

"I-Is there a way to separate them?" Ben asked, his voice barely containing his trepidation.

Emma seemed hesitant to answer. She turned her head to the side and bit her lower lip.

The air became so tense and heavy that Ben started to have difficulty breathing.

Eventually, Emma raised her head and looked right at Jean. "If Jean goes out there. Nothing would stop the Phoenix from returning to her."

A worried look appeared on Cyclopes face. In contrast, Jean's face remained determined and fearless.

"And if it does. Will that stop it?" The Red Head asked.

"Yes," Emma responded. "For now."

"No, that's not an option." Cyclops stated as he grabbed Jean's shoulder and turned her to face him.

"Scott, it chose me for a reason," Jean replied, her expression determined. "I have to try."

Her tone may have been confident. But Cyclops could feel her trembling in his grip. Every fibre of his being was yelling at him to stop her. He was not about to lose her again. He'd rather die than let that happen.

"Let's make that Plan B," Ben spoke up, stepping into the middle of the group.

"Ben…" Jean started to say before the Alien Hero interrupted her.

"I'm with Scott. I'm not really into the idea of sacrificing Jean."

"Plan 2." Cyclops spoke up, catching Ben's attention.

"Huh?" Ben looked at the One-Eyed Mutant, confused.

"We'll call it Plan 2. Plan B implies we only have 26." He elaborated with a smirk.

The Young Hero took a beat to let those words sink in. Then responded with a cocky grin of his own as the pair nodded in approval.

Ben turned to Emma with a stern look in his eyes. "Think of something else."

Emma shouldn't be surprised. The Alien Shapeshifter's heroic spirit is one of his defining traits. He'd sooner lay down his own life than allow someone else to give up theirs.

However, this time, he would have to make an acceptation.

"I'm sorry, Ben. But this is the best option to end the threat of the Phoenix quickly."

"And I'm saying, think of something else," Ben replied fiercely. "There has to be a way to stop this thing without Jean having to give up her own life."

The Blonde Telepath was taken aback. Her telepathy detected a crack in Ben's mental wall. A pain emanating from within as he stubbornly held onto the hope of a way to ensure everyone's safety.

"What about your original plan?" Ben asked. "Draw out the Phoenix Force and release it into the atmosphere?"

Emma shook her head. "I'm afraid that is no longer an option, Ben. The Phoenix was previously dormant within Jean. Making its extraction a difficult but simpler task. Now, it is awake and enraged. It would be impossible to draw it out while it's in this state."

The Alien Hero gritted his teeth as he started pacing the room. Wracking his brain for a solution.

"If sacrificing Jean is out of the question. Would it be possible to eliminate the current hosts?" Laura suggested.

"Absolutely not!" Emma snapped at her in a very protective tone.

This reaction earned a surprised look from Jean and Cyclops, while Laura gave a suspicious look. Ben only gave a sparing glance in their direction as he continued to pace.

"We're not killing anyone." Ben casually stated.

"What should I classify the Phoenix Force as?" Laura asked.

While she was earnest with her question, the quick response, coupled with her naivety and Ben's built-up nervous energy, resulted in the Teen letting out a small chuckle.

"Touché." He responded with a smirk.

In that brief moment of levity, Ben momentarily forgot about the end of the world, the threat looming over him and the weight crushing him from the very moment he chose to step in and save Jean from the Hellfire Club.

He'd been so scared of messing up that he hadn't been able to focus. A laugh was precisely what he needed to take a break from it all.

Ben looked over to the group as they continued their discussion. He watched as the Firey Red Head and the Chilly Blonde telepaths continued to debate the best course of action.

That's when it hit him.

A grin spread across the Wielder of the Ultimatrix's face as the pieces of his idea fell into place.

"THAT'S IT!" He shouted to the heavens, causing everyone but Laura to jump in surprise as they witnessed Ben running over to them like an excited child.

"What are you talking about, Ben?" Cyclops asked, confused by the Teen's sudden change in attitude.

Ben couldn't wipe the grin off his face as excitement and hope flooded his system like a massive sugar hit.

"Emma's plan. It can still work!" Ben exclaimed, further confusing the older Mutants. Even Laura seemed confused by her friend's statement.

"What makes you think that?" Jean asked. Shooting the White Queen a side eye, still cautious of her motives.

Ben took a deep breath, slowed his mind down to sort out his thoughts properly, and proceeded to explain.

"We can draw out the Phoenix Force and destroy it, just as you planned."

"Are you going to explain how you plan on doing that?" Cyclops asked sceptically.

Ben shot him an exasperated look. "I'm getting to it." He turned to Emma. "You said that you can't draw out the Phoenix 'cause it's going crazy, and the Cuckoos are driving it, right?"

The White Queen nodded. Ben clapped his hands, then clicked his fingers as he jumped to Jean.

"Then we give the Phoenix Force something that'll draw it out."

Laura's eyes widened as she realised what Ben was planning. "You mean…"

"Bingo." He touched his finger to his nose and pointed at her. "We use Jean as bate to draw out the Phoenix Force and then shoot that turkey right into the atmosphere."

The Mutants before him all had looks of scepticism, shock and disbelief.

Cyclops was the first to break the silence. "Ben, we can't put Jean in danger like that."

"Scott." Jean gently gripped Cyclops's arm, making him look at her. "I can't just sit by while people are in danger. The Phoenix chose me. It's my responsibility. I have to go."

The One-Eyed Mutant clenched his jaw as he held Jean's hand. He wanted to stop her. He tried to find the words that would convince her to stay away. But he couldn't. He could see the look in her eyes. It's the same look she had whenever they went on a mission, ever since they were Young Teens who engaged in street brawls with Magneto.

That sense of loyalty and justice. It's the same look he would have had when he led the X-Men on dangerous missions to rescue innocent people. Any choice he would make, she always supported him. Even if the others were against him, Jean would be behind him no matter what.

Suppose she can find the strength to do that for him. He needed to be strong for her.

"Cyk," Ben said, walking up to him. "You once told me that Jean is one of the strongest telepaths you've ever met."

He smirked as his breath hitched in his throat. The words just couldn't form in his mouth.

Jean reached her hand up and placed it against his cheek.

"I know you're scared, Scott. I am, too." She spoke into his mind.

"I can't lose you again, Jean. The past year… I didn't know who I was without you and the Professor." Cyclops admitted, his chest welling up from reliving the pain. "Jean, I was…"

He tried to turn away from her. But Jean held him in place.

"I know, Scott. I'm only just realising how much time I've lost." Her hand migrated to the back of his head as she pulled him close. "But we can make up that time. We have a chance to start again."

The pair locked lips in a passionate kiss. Their feelings were on full display, and they held nothing back.

For those outside the psychic conversation, this sudden PDA caused Ben to avert his eyes while awkwardly scratching the back of his neck. Emma looked a little hot under the collar and slightly envious. As for Laura, she kept the same neutral expression as she patiently waited for them to finish.

When they eventually did part. Jean and Cyclops rested their foreheads together as they held each other's hands.

"But all those people." She said aloud, looking up at him. "We cannot let the Phoenix Force ruin their lives as it did ours."

His lips quivered as his crimson visor stared into Jean's eyes.

"OK." He finally said.

A warm smile spread across Jean's lips as they kissed once more. This time, there was only a quick exchange before looking at the others.

Ben looked up at Scott with a determined expression. "I promise, Scott." He held up the Ultimatrix. "I won't let that thing take Jean."

"How can you be certain you can contain it?" Emma asked, still sceptical about the plan.

A cocky grin appeared on the Teen's face. "Hey, I don't know about the X-Men. But I got the God of Thunder and the Strongest One there is on my team. Plus, I still have a few heavy hitters I can bust out in this watch."

It still sounded like a crazy idea, but with no other options. Though she will admit, this plan does have merit. The combined might of Jean and her telepathic abilities should be enough to extract and destroy the Phoenix Force.

"Very well. I will do what I can to help." Emma stated.

Ben nodded to her, while the other Mutants begrudgingly nodded as well.

"Great. You guys head to the city. I'll go ahead and help fight the Phoenix till you get there." Ben said, activating the Ultimatrix.

Before he could slam down the dial, Emma placed her white-gloved hand over the dial, getting him to look at her.

"Please don't hurt the girls." She telepathically begged him.

Ben could see the intense emotions in her eyes. He gave her an assuring look and nodded.

Smiling, Emma backed away and allowed Ben to transform.

"JETRAY!" The alien cried out and took to the skies.

"You can take my car. But only Laura drives it!" Jetray yelled back at them as he shot into the air.

---

The city that never sleeps is on fire.

It happened so fast. None of the heroes could prepare for it.

They were in the middle of an engagement between Magento and his Sentinels. When suddenly, Ben's voice broadcasted over their comms. The heat of battle and only a few managed to hear what he was saying.

By the time they managed to convey what the Alien Heroes message was. It was too late.

It came out of nowhere. A Living Inferno shaped like a Bird of Prey. It tore through the Sentinels like tissue paper, reducing them to scraps.

What happened next was nothing short of hell on earth.

Captain America dashed through the streets, an unconscious Black Panther draped over his shoulder as the Super Soldier sprinted through the burning streets.

The King of Wakanda's Vibranium suit was heavily damaged. With several tears and burn marks all across his body. The lower half of his cowl was ripped open, exposing his mouth.

His Vibranium suit offered little protection from the power of the Phoenix.

Captain America sprinted down Liberty Street, leaping over a burning car, heading towards Broadway. He lost track of the others during the initial attack. Fortunately, their ID cards were still active, allowing him to track their signal. He located Black Panther first; now he was heading towards the next signal.

He should be panicking. The city he calls home is on fire, attacked by an unknown enemy he has no idea how to defeat, and his team is scattered with no way of determining if they are alive or dead.

Most people in his position would be curled up on the ground, crying and praying to God. But, not Captain America. Not while his team and his country need him. It doesn't matter if it's a God-like being or even the Devil himself. He will fight on and do his duty.

Rounding the corner, Cap saw the street cratered with several cars on fire and a section of a building collapsed. A large dust cloud had been kicked up from the debris, making visibility difficult.

Fortunately, Captain America wasn't the only one on the lookout for others.

"Cap! Cap! Over here!" the voice of Wasp cried out as the small frame appeared over the debris mound. Waving her arm frantically to ensure the Super Soldier could see her.

Captain America waved back at her in acknowledgement as he rushed over to her. Efficiently scaling the debris pile and reaching her.

"Glad to see you in one piece, Wasp," Cap said as he quickly looked over.

She was a little bruised, with scraps on her arms and legs. Her suit had patches of soot in various places, and there was a little smudge on her right cheek.

Wasp gasped at the sight of Black Panther, but Cap assured her that he was alive. This calmed her down a bit as she turned and pointed to a small café on the corner of the block. The front of the store was destroyed, but it left enough space for the heroes to form a makeshift shelter.

"We gathered as many as we could," Wasp explained as she led them. "I tried giving first aid. But… I just…" Her hands started to shake.

A hand gently rested on her shoulder, grabbing her attention as she turned to see Captain America's warm smile and blue eyes shining like beacons of hope.

"You did what you could. And they're alive because of you."

Wasp sniffed as tears started to form in her eyes. But she quickly composed herself as she walked to the doorway.

"Actually, he did more than I could." She said, pointing inside.

The Super Soldier followed her gaze and saw Beast, Forge, and Shadowcat lying on tablecloths that had been fashioned into improvised beds for them. They had bandages and soaked cloths on their bodies, treating their burn wounds and cuts.

Standing over them is a weary and beat-up Hawkeye. His mask is off, and his bow and quiver are hung off the back of one of the chairs. His suit was scorched, and he had some severe burns and cuts on his body.

Yet the Archer paid no mind to them as he focused all his attention on first aid.

"He's been like this since he carried her inside," Wasp gestured to Shadowcat. Her first night meeting the X-Men in person, she was having trouble remembering the Mutant's names.

"Clint. Cap's here. He found Panther." She said gently, like she was trying to coax a child out from hiding.

Hawkeye didn't even glance in their direction. "Just put him on the cloth. I'll deal with him after I treat her." He said, offhandedly as he ripped some disinfected onto some gauze to wrap up Shadowcat's head.

Captain America was surprised by the Archer's attitude. He turned to Wasp, who looked at him with concern on her face.

The Super Soldier walked into the store, placed Black Panther on the cloth as instructed and turned to his hard-working teammate.

"Those injuries look serious, Hawkeye. You should have them looked at." He suggested.

"I'm good," Hawkeye answered. "They need more attention than me."

Looking down at the unconscious X-Men, Cap could see the victims were in stable condition. The more severe wounds were adequately treated, and the minor ones were cleaned, and there was no sign of discomfort on anyone's part.

Hawkeye managed to administer proper first aid to everyone except himself. His years as a S.H.I.E.L.D. field agent show there's more to his skill set than being the marksman.

But Cap saw a side of the Archer he'd never seen before. It's a behaviour he'd seen many times during the war.

"Clint. You need to sit down."

"I can't, Cap," Hawkeye responded, preparing more gauze. "I need to help them."

"You have. You need to rest now." He said, reaching his hand out and placing it on the Archer's shoulder. "You'll need your strength if you're to…"

"What, Cap!" Hawkeye snapped, recoiling and swatting the Super Soldier's hand away. Finally locking eyes with him. "What the Hell am I supposed to do here!"

Cap could see the fear and panic in Clint's eyes. It's a look he's seen in many young men during the war.

It was disheartening, but he needed to be strong. For Clint's sake and Janet's. Morale was low, and they needed to rally.

"Sit down, Clint. That's an order." He held his gaze as he noticed Hawkeye balling his fist.

The Archer and Super Soldier locked eyes, neither backing down. Then Hawkeye scoffed as he relented and sat down in his chair.

"Not like it matters anyway."

Captain America sighed as he took his shield off his arm, secured it to his back, pulled up a chair, and sat down.

"Every little bit matters, Son." He then gestured to the unconscious X-Men. "Their conditions would be much worse if you didn't step in."

He leaned forward. "But there's more to do, Hawkeye. There are still people that need our help."

Clint sarcastically chuckled as he dropped his head. "Oh, Cap." He chuckled a little more before deeply inhaling, lifting his head and looking the Super Soldier in the eye. "What am I… What can WE possibly do here?"

He then pointed outside to the apocalypse. "Fire literally rained from the sky, the city is lit up like a freaking birthday cake and the thing causing all this is a giant parakeet, MADE OF FIRE!"

With that outburst, Hawkeye clapped his hands over his face and rubbed his temples before removing them and sighing. "How am I supposed to fight that? How is a bow and arrow supposed to fight that?"

He dropped his head into his hands again. Letting his question dangle.

Seeing him like this. Captain America understood all too well. The feeling of being overwhelmed. Like you're an ant in the presence of an elephant. He'd be lying if he didn't feel overwhelmed by this new enemy. The only thing that kept him from falling into that void. Is his duty to his team.

He's the Captain, and right now, his soldier needs him.

"Tell me, Clint. How many targets have you hit since joining the team?"

Hawkeye raised his head with a confused look on his face. "What?"

Cap leaned forward with a compassionate expression.

"How many targets have you hit since you joined the Avengers?" Captain America asked again.

Hawkeye raised an eyebrow at the question but pondered the question regardless.

"Every shot." He answered with stone-cold determination. "I hit every shot."

"And why is that?" The Super Soldier asked, a slight grin on his face.

"Cause I don't miss." Hawkeye snapped at him.

His little grin turned into a full-blown smile. "Exactly."

Captain America stood up, with the Archer's eyes tracking him.

"You see the weakness in your targets and find a way to hit it no matter what. That is what makes you the World's Greatest Marksman." Cap then reached out to the table, picked up his bow, and held it out for him. "The world may end tonight. Would you rather go out doing nothing or die shooting that flaming chicken in the eye?"

Hearing a sentence like that from the Boy Scout's mouth made Hawkeye chuckle. The situation hasn't changed. He knew he had no shot, but with Cap by his side, that suddenly didn't matter.

Yeah, if he's gonna die. He's gonna die fighting.

Standing up, Hawkeye took his bow from the Super Soldier and strapped his quiver on his back.

"Take out one eye? I'll take both out." He smugly quipped.

Captain America nodded in approval as both Men turned to Wasp, who looked relieved by Hawkeye's renewed vigour. He smiled and nodded to her, which only made her tear up, leap at him, and hug him tight. All while grinning ear to ear.

Just then, an explosion sounded outside, grabbing the hero's attention. The trio ran outside to see the Phoenix flying overhead.

The Cosmic Firebird cried out as it spread its wings across the sky.

Hawkeye saw two figures flying towards the Entity and quickly identified them as Carol and Rogue. The two women flew right at the Phoenix Force, their fists cocked back, the former raising her right fist while the latter raised her left.

The pair struck the Phoenix with their enhanced strength, sending out a shockwave upon impact.

However, the Phoenix was utterly unaffected by the attack and unleashed a blast of psychic fire at the pair.

The flames consumed the Kree Hybrid and Mutant Power Siphon, which exploded. Carol fell like a cruise missile and crashed into a nearby building while Rogue crashed into the street like a meteor.

The Southern Belle groaned in pain as she tried to remain conscious.

The Phoenix Force locked onto the downed X-Man and the Five Psychics inside its chest, waved their hands in unison and unleashed a fireball at her.

Rogue could barely see more than three feet in front of her nose at the moment to make any attempt to avoid the incoming fireball.

Suddenly, a shadow appeared before her, and the flames erupted around the figure, dispersing around it, making a dark silhouette.

Shaking her head, the dizziness cleared up as Rogue opened her eyes to see Captain America standing before her. His shield raised in front of him as he blocked the full might of the Phoenix.

The heat of the flames and the force of the blast started to push the Super Soldier back as his boots slid across the ground.

This shield has held up against HYDRA's most potent weapons and even took the full might of Thor's hammer. The shield held firm and protected Captain America each time, with barely a scratch on his body afterwards.

But against the power of the Phoenix Force, Cap could feel his arms going numb from the power acting against him.

He gritted his teeth and tried to push back, only for the tidal force of the flames to blast him off his feet. Sending him flying and crashing on the ground in a heap.

"Cap!" Wasp yelled, running to his side.

She and Hawkeye ran to the Super Soldier's side as Rogue pulled herself to her feet. They all looked up to see the Phoenix Force floating above them, glowing like the sun as the flames danced around its body.

This close, Hawkeye could see the five girls floating inside the flaming entity. Each one was identical to the other, wearing a skin-tight suit with a symbol on their chests that resembled the Phoenix. The girls were arranged in a pentagon formation.

The Five moved in perfect unison as they prepared to attack. The Phoenix responded as it opened its beak to unleash another blast at the Heroes.

Suddenly, something collided with the Phoenix. Striking the Firebird in the head, knocking it off balance as it hurtled across the sky before catching itself.

What hit the Cosmic Being was revealed to be Mjolnir as the mighty hammer flew back to the hand of its Master. Thor, the God of Thunder, had arrived.

Thunder clapped as lighting flashed behind him. The Asgardian Prince floated before the Ancient Firebird.

"Hear me, Phoenix!" Thor announced, his voice booming like the thunder he commands. "I am Thor, Prince of Asgard, God of Thunder! Thou hath unleashed destruction and chaos upon the innocence of this realm."

Lighting crackled around Mjolnir as Thor lifted the mighty hammer above his head. His eyes glowed as power flowed from them. "Know that you have incurred my wrath! For this realm and its people are under my protection!"

Grabbing Mjolnir by the straps, Thor spun the hammer as the wind howled around him. The clouds gathered as the storm answered the Thunderer's call.

The Phoenix Force glared at the Norse God. Its eyes burned with rage as it let out a mighty shriek in response to Thor's decree.

With a beat of its mighty wings, the Living Inferno launched itself at the Thunder God.

"HAVE AT THEE!" Thor roared as he charged straight at the Phoenix Force with all his might.

The two deities clashed in the sky, resulting in a shockwave that threatened to split the heavens as Fire and Lightning collided in a brilliant display of power.

The Mortals below looked on in awe as they watched this clash of titans. The wind whipped them so intensely that it became hard to look at them.

Another clash between the pair resulted in a blast of wind almost knocking them all off their feet.

It took only a few seconds for the winds to calm down slightly, enough for the heroes to open their eyes. Looking up, they could see the battle still raging above them. However, as the shockwaves approached, the winds suddenly grew calm and brushed past them like a gentle breeze.

Rogue smiled as she recognised this sensation. "Took ya a while ta get here, Storm."

The Southern Belle turned to see the Weather Witch glide down to them.

A cold snap, followed by the appearance of an ice ramp, signalled the arrival of Iceman as he slid down his little construct.

"Somebody order some ice?" the Young Mutant quipped with a childish grin.

"We are sorry for the late arrival. Iceman and I had to ensure the citizens in this area of the city were all evacuated." Storm explained.

"Good call," Hawkeye said as he walked past them to the café. "Cause you two can help get these guys out of here."

He pointed inside, and the two new arrivals, and Rogue, looked inside, and their eyes widened. The sight of their friends in such a state caused them to briefly forget about the godly brawl above them as they rushed inside.

"Kitty!" Iceman screamed as he turned his ice body back to human and cradled the Phasing Mutant in his arms. "W-What happened to her? Is she ok?" He asked in a panic. Seeing her in such a state, he could barely contain his emotions.

"She's ok," Wasp assured him. "Hawkeye treated her as best he could."

The Ice Mutant turned his gaze to the Archer, his face showing signs of scepticism.

Hawkeye didn't even react to him as his eyes focused on Kitty. "She's stable. She only has a minor cut on her head. No signs of a concussion, but she should get medical treatment."

Iceman looked relieved but was still concerned seeing Kitty's unconscious form.

While he cared for her, Storm kneeled next to Black Panther and took his hand in hers. Concern was present on her face as she looked over his unconscious form.

Captain America watched the interaction with a raised eyebrow. Before this evening, he wasn't unaware that Black Panther was familiar with any of the X-Men.

An explosion erupted just outside the entrance before he could question the Weather Mutant. Captain America quickly moved to shield everyone, as did Hawkeye, Storm, Rogue and Iceman. Protecting Wasp, Beast, Forge and Shadowcat, respectively.

The heroes looked outside to see the Phoenix Force blast Thor with a powerful stream of cosmic flames. The Asgardian, spinning Mjolnir like a propeller in front of him, blocked the attack like a shield.

Unfortunately, his efforts to shield himself caused stray fireballs to be launched around the city. Resulting in collateral damage far and wide.

Another fireball was sent screaming towards them. This one would hit them directly, and Cap's shield was not big enough to block a blast like this.

Fortunately for the heroes, the giant green form of the Hulk leapt in front of the incoming fireball and, with a mighty punch from his fist, dispersed the flaming projectile in an instant before landing on the ground in front of the café.

The Gamma Giant grunted as he stood up to his full height. Looking over him, the Super Soldier could see several burns all over his body. The scorch marks slowly healed, restoring the Brute to his usual shade of green.

"Stupid Glowing Bird." He grumbled, looking up at the fight. "I'm gonna blow out that candle."

Hulk prepared to jump at the Firebird, only for Wasp to fly before him.

"Hulk, wait!" She cried.

Hulk raised an eyebrow at her. "What?" He asked, confused and frustrated by the Size Changing Heroine's interference.

"We need your help." She said, flying around him.

The Gamma Giant's gaze followed her as she showed him the unconscious victims.

"They're in serious trouble here. We need to get them to safety."

Hulk scoffed as he turned back around. "Take them yourself. I'm not letting Thor have all the fun."

Hawkeye's knuckles turned white from his grip on his bow, and his jaw clenched. Fun. That's what Jade Jaws called all this. Fun?

People are in danger, and the rest of the world will soon follow. Yet he has the gall to treat this like any other fight. He had half a mind to put an arrow right between his eyes for that.

Lucky for him, Captain America stood forward. "Hulk. You're the only one strong and fast enough to get these people to safety. Take them to the Helicarrier. You can reach it easily, get them the medical attention they need and get back here to help fight."

Hulk still seemed hesitant but turned around to face the Super Solider directly. "Worlds gonna end if Big Bird isn't stopped. Be better if I stayed here and stopped it now."

A logical argument. Coming from the Hulk, it's certainly a surprise.

However, Captain America was resolute in his decision. "It's not the planet that makes a world. It's the people in it. That is what we are here to save."

Those words stunned the Hulk, and his grumpy expression evaporated.

The Super Soldier gestured to the injured heroes. "These people need your help. You want to save the world. Start with theirs."

A moment of silence passed between them as Captain America held his gaze, unwavering and strong. Hulk thought about arguing or even ignoring his orders. But he remembered how Cap called him a hero and how Ben believed in him to do the right thing without any hesitation.

Hulk looked up at the café, which had one intact window, and saw Bruce Banner looking back at him.

The Punny Scientist didn't say a single word. Simply giving him a warm smile and nodding.

His expression hardened as the Hulk looked down at the Sentinel of Liberty and nodded, grunting before marching over to the café and scoping up the unconscious heroes.

"Careful." Iceman protested as Hulk's massive hands reached towards Shadowcat. Her body looked very frail in the presence of the Gamma Brutes' powerful appendages.

"Relax, Snowflake. I only smash bad guys." Hulk stated as he gently scooped her up in his arms.

Iceman glared at the Hulk but ultimately let her go. The Hulk carried the wounded out of the little store and proceeded to leap into the sky, heading towards the Helicarrier with great speed.

With the wounded out of harm's way, the remaining heroes could focus on the battle at hand.

Thor raised his hammer to the sky and the clouds rumbled and unleashed multiple bolts of lightning that struck the Phoenix Force, causing it to cry in what they could only hope is pain.

Seeing such a display of power, Wasp couldn't help but feel even smaller than she already was.

"Not that I'm questioning your orders, Cap." She said as she fluttered over to him. "But, don't you think we should've gone with Hulk?"

Captain America did not say anything at first. His eyes locked on the Thor as the Asgardian bravely faced the living inferno alone.

The Super Soldier clenched his fists as if frustrated that he could not do anything to aid his teammate.

"There's still work to do here." He said before turning to the remaining heroes. "We still have men missing in the field. And civilians that are still in harm's way. So far, Thor is holding the line, but he can't keep that up forever alone." He then pointed to the buildings that were currently on fire. "We need to keep those flames from spreading. So far, the damage has been contained in the Financial District, but it won't stay here. We'll form a parameter on Canal Street. Wasp, you take the East side at Coleman Park. Hawkeye, head to the intersection on Bowery. I'll head to Broadway and cover the area there."

With the Super Soldier barking orders for his team. He then turned to the X-Men.

"I don't mean to overstep. But, can we count on your assistance?" He politely asked.

Storm grinned at the Man out of Times chivalry as she stepped forward. "It is I who should be making that request of you, Captain." She said in a very regal tone.

"You and your team have risked much, coming to our aid. Do not feel the need to ask permission before issuing commands."

Cap smiles as he looks to the southern belle first. "Rogue, head to Hudson Street and check on Agent Danvers on the way. I saw her crash in one of the buildings in that direction."

Rogue nodded as Captain America turned his attention to the Windrider. "Storm, you take…"

He paused as Storm held up her hand. "However, Captain. Iceman and I have our own objective."

The Young Mutant's eyes widened as he looked at the Weather Witch confusedly. "We do?"

"Indeed," Storm said to the Ice Mutant as she gestured to the two gods battle above them. "We are going to assist the Prince of Thunder in his endeavour."

For the first time since his powers first manifested, the Young Mutant's blood ran cold. Did she seriously ask him to help fight the most powerful being he has ever seen?

"Huh?" Iceman asked as his jaw hit the floor. "Y-You want me to fight that?"

He pointed to the Phoenix as it blasted a stream of fire that proceeded to slice a building in half like a butcher knife to salami.

Upon seeing that, he gulped and turned back to the Weather Witch. "Are you serious? Storm, I'm the guy who makes ice slides, traps people in a layer of ice and occasionally keeps everyone's drinks cool in the summer. There's no way I can fight that thing."

Iceman started to hyperventilate the more he spoke. "I-I mean, you can take on something like that. You're Storm; you can make a hurricane with a wave of your hand. I'm the guy people look to, to crack a joke."

"Robert!" Storm yelled, snapping the Teenage Mutant from his rambling. She then walked over to him, placed her hands gently on his shoulders and leaned down to look him in the eyes.

"You are so much more capable than you believe. Time and time again, you have exceeded expectations and have gone above and beyond what you are capable of. Remember, you froze a large portion of the ocean to save us from crashing."

"I just froze some water. That's it." Iceman protested.

The African Mutant looked at him with a knowing smile. "Bobby, freezing such a large volume of seawater, with the strength of the currents in the open ocean. That is no small feat. Charles saw great things in you. So does Scott, Logan, Hank and myself. We all believe in you. Now you must believe in yourself."

She stood up as Bobby reflected on her words. He still looked doubtful and scared. Understandable given what they are up against. But she would not be asking him if she wasn't confident in his abilities. She'd known the Young Mutant for many years and knew how powerful he could be if he had more faith in himself.

"Hey, kid." Both Mutants turned to Hawkeye, who called out to Iceman.

"That girl. She's important to you, right?" The Archer asked in a sincere tone.

The Young Mutant quickly figured out he was talking about Kitty.

Slightly embarrassed, he nodded.

Hawkeye then gave the Ice Mutant a stern look. "Then you do this for her. Cause right now, the only thing standing between her and that flaming chicken is you."

Iceman's head immediately snapped up as he locked eyes with the Archer. The two didn't say a word, yet the message was clear. The Young Mutant's expression changed to match the Avenger's as they gave each other a look of determination.

"Ok. Let's do this." Iceman said with confidence.

With a nod of approval, the heroes split up. Each heading towards their designated area.

---

In the skies above the city. Thor faced his most formidable challenge yet. In all his many millennia, the Prince of Asgard has faced the greatest horrors of the Nine Realms. From the terrible fangs of Fenrir, braving the frigged torment of Niffleheim, to the gargantuan Midgard Serpent. All those trials pale in comparison to the foe he currently faced.

The Phoenix Force was an entity consisting of flames that rivalled the scorching blazes of Muspelheim itself. Its power was unlike anything Thor had previously faced. It was power incarnate.

Thor knew his father Odin once told him that he feared the power that resided in the Midgard Realm. So much so, the All-Father commissioned the Dwarves to fashion a weapon that would be capable of defeating such a power.

Could this be the power his father feared?

It mattered not. This threatened the safety of the Mortals, and by Odin's name, Thor would not allow this creature to bring about Ragnarok. Not while he still breathes.

Charging up lighting within his Hammer, Thor let out a battle cry as he charged at the Mighty Beast. Swinging Mjolnir at full force, aiming for its chest.

He specifically aimed at the five women who reside there. From his observations, the Mortal girls seem to be puppeteering the Phoenix. Whatever spell binds them to the entity, it is clear to him that disrupting their bond is the key to defeating it.

With a mighty swing, Mjolnir was sent straight for the girls.

Only to slam into an invisible force that shielded them. Blocking Mjolnir and sending the mighty weapon flying back.

The invisible shield caught Thor off guard, allowing the Phoenix Force to strike the Asgardian with its flaming talons. The blazing claws scorched Thor's skin with the heat of a thousand suns before tossing the Norse God to the earth below.

The Prince of Thunder hurtled towards the ground at incredible speeds. Bracing himself for impact. Only for the howling winds to become a gentle whisper.

Surprised, Thor opened his eyes and felt the new sensation. The winds surrounding him gently caressed his body and supported every part of his being like a cradle.

A sensation that was not unknown to the God of Thunder. Nay, what surprised him was that he was not commanding these winds. The power he felt was not his own. But he knew to whom they belonged.

Turning around, Thor saw Storm flying towards him. Her eyes glowed as she waved her hands to command the winds that supported him. Every movement, like she conducted a symphony of nature. And the world responded with glee.

Thor couldn't help but grin as he caught himself and flew over to her. "Ho, Storm: Sky Maiden of Midgard. I welcome your presence and am grateful for your assistance." He said, bowing to her.

Storm responded with a curtsy. "The honour is mine, Thor: Prince of Thunder."

"The winds speak highly of you, fair Storm. Twould seem they favour thou more than I in this realm." Thor stated with a warm grin.

Storm chuckled at the Asgardian's compliment. "That is high praise coming from you. But, even if I am favoured by the winds. You are the true master of the Thunder."

"Aye, Fair Maiden. Thou speak the truth. Tis why I must ask for thy aid in this battle. Will thou lend thine strength to my own?"

"Of course. It stands to reason that Storm will answer the call of the Thunderer." She said with a grin. "But I did not come alone."

She gestured to the building below her, where Iceman stood as he awkwardly waved to Thor.

"Hi." He said meekly.

Thor let out a booming laugh as he summoned Mjolnir to his hand and held it aloft. "Then come, fellow Warriors! Onward to battle, where death and glory await!"

"Any chance we can skip the death part?" Iceman asked. But his words fell on deaf ears, and Thor and Storm flew towards the Phoenix, lighting crackling around Thor's hammer and Storm's hands.

The Young Mutant had no choice but to follow them, generating an ice slide as he joined the two Weather Manipulators to face the Living Inferno.

---

Elsewhere in the city, Wolverine grunted as he dragged the motionless form of Iron Man through the city streets.

His suit was in tatters, yet the Billionaire's armor was unscathed. Save for some scratches in the paint from being dragged across the pavement.

Wolverine didn't even know what happened to Iron Man. One second, the Armored Avenger was staring down the Phoenix Force. Next thing he knows, the lights go out, and he's plummeting to the streets below. Landing in a dumpster to add insult to injury.

The Phoenix then went on a rampage and knocked him off the top of a building. Wolverine found himself separated from the rest of the heroes. His only company was a motionless suit of armor, inside which the pilot may or may not be alive.

Either way, he wasn't about to leave him there. So here he is, dragging him across town, all while a Cosmic Firebird is tearing apart the city and possibly about to end the world.

"Chuck. If you're out there, could really use some advice right now." He asked, looking towards the sky. As if expecting a miracle to happen.

Seems someone up there was listening, as the familiar BAMF was heard, followed by a puff of smoke as Nightcrawler appeared in front of the Clawed Mutant.

"Logan. Thank God that I found you." The Blue Demon exclaimed as he rushed over to his friend's side.

Wolverine chuckled. "Good ta see ya too, Elf."

Nightcrawler then noticed the Armored Avenger on the ground behind. "Mein God. Logan, is he..?"

Wolverine had a grim expression as he looked down at the Billionaire. "I don't know. Suits airtight, can't get a whiff of anything other than metal and grease."

"Might it not be best to cut him out?" Nightcrawler suggested. "After all, if the suit is airtight as you described, would he not suffocate in there."

"Hmm… Good point." Wolverine agreed as he clenched his right fist, and his adamantium claws popped out of his knuckles.

"Course, I ain't exactly surgical with these things. I'll try and pop the faceplate off." He admitted, retracting two of the claws and approaching the Armored Billionaire.

Suddenly, the lights in the suit blinked on, and Iron Man turned his head to the Clawed Mutant.

"You scratch this armor, and I'm billing you for the repairs." Iron Man said in a joking manner.

Wolverine and Nightcrawler breathed a sigh of relief as Iron Man got to his feet.

"Had up worried there, Stark. What happened, run outta juice?"

"If that happened, I'd be in serious trouble." He said, tapping his chest where the Arc Reactor is located. "I lose power, my armor isn't the only thing that stops ticking."

The two X-Men nodded as they understood what he was indicating.

"My systems were just overloaded when I tried to scan the Phoenix Force. The power that thing was giving off was more than the suit could handle. Had to do a complete system reboot to restore control." Iron Man explained as he examined his gauntlets and other parts of the armor.

"Speaking of." He then taps the side of his helmet. "JARVIS, we back online?"

"Indeed, sir." The A.I.'s voice sounded over the armor's speakers. "All systems are back online."

"Talk to me, JARVIS. What are we dealing with?" Iron Man asked.

"Unable to quantify, sir. The entity is psionic in nature. The data that was recovered detected energy frequencies consistent with those displayed by telepaths. Any further data is unavailable due to scan being incomplete due to system failure."

"Great." The Armored Avenger hissed. "I need a complete scan of this thing, JARVIS. Boost power to the Armor's scanners and connect to the Stark mainframe to upload the data."

"Error. Armor systems are not compatible with data surge." The A.I. reported, displaying a series of images of his HUD, showing the information to the Tech Genius.

Mentally cursing, Iron Man wracked his brain for a solution. In these kinds of situations, knowledge is power. He couldn't just fly in there blindly. The Phoenix Force would turn his armor into scrap metal and turn him into a pile of ash if he just flew up there and started blasting.

He needed to find a way to get the information he needed. Glancing up at the sky, the clouds were still swirling from the battle. But for a brief moment, the clouds parted, and Iron Man caught a glimpse of the stars above.

Then it hit him.

"JARVIS, re-route all Stark Industries satellites to the city." He ordered. "Have them scan the Phoenix Force, share the data between them and compile the information to the hard drives in each of our international facilities."

"Re-routing… Acknowledged. Satellites locking on and commencing scans."

A devilish grin spread across the Billionaire's face. "All right. Now we're cooking."

"What are you playin at, Stark?" Wolverine asked curiously.

"Getting some data on that thing. Unlike my Hammer-throwing friend up there. I can't fight something like this without a plan. Once I get the data I need, I can find its weak spot." Iron Man stated with utmost confidence.

"This being is an ancient force of destruction. How can you be sure it even has a weakness?" Nightcrawler asked.

Iron Man scoffed at the question. "This thing ain't a god, League of Legends. It's made of energy. All energy can be disrupted. Just gotta find the frequency."

Nightcrawler narrowed his eyes at the Armored Avenger as he quickly performed the Sign of the Cross with his hands.

"We should reunite with the others." He suggested, looking to Wolverine.

The Clawed Mutant raised his head and started sniffing the air. He snarled as he shook his head, sharply exhaling as he did.

"Too much ash in the air. Can't get a clear scent." He growled.

"Let me." Iron Man said as he activated his scanners. "Ok, I got a lock on them. Also got a reading of the damage to the city… Huh." He said in confusion as he saw the readings.

"What?" Wolverine asked, slightly annoyed as this was starting to feel repetitive.

"The damage. It's mainly contained in the financial district. With how fast and powerful this thing is. I would've thought it would've set the whole city on fire by this point."

It was confusing. With how powerful and swift the Phoenix acted when it arrived in the city. Decimating the Sentinels and knocking Magneto on his wrinkly butt with ease. With how it handled the rest of them, Iron Man half expected the entire city to be on fire. What could possibly be keeping the Phoenix Force so focused on this section of the city?

"It's gotta be after us." Wolverine theorised as if reading the Billionaire's thoughts.

Iron Man looked at the Clawed Mutant, tilting his head to the side to convey his confusion.

Wolverine elaborated. "Those girls probably work for the chumps who kidnapped Jean. They were after the Phoenix Force and looks like they got it. So now, they're probably under orders to finish us off. Get rid of anyone that could stand in their way."

"A good strategy." Iron Man admitted. Albeit begrudgingly. "Though, since we know that this all ends with global apocalypse. I'm guessing those girls won't be able to control that thing for much longer."

"We need to regroup with the others," Nightcrawler suggested. "Then we can come up with a plan and hold out until Scott, Jean, Laura, and Ben can return."

"If they ain't dead, already." Wolverine grimly replied.

A three-fingered hand rested on the Gruff Mutant's shoulder, and he turned his head towards the Blue Teleporter.

"Have faith, my friend. The Lord is with us, and he will not abandon us." His yellow eyes were calm as he reassured his friend.

Wolverine gave Nightcrawler a small smile as he grunted with a nod.

Iron Man rolled his eyes from behind his faceplate. He never understood how people can get wrapped up in religion. All his life, he never needed to pray for things that he wanted. He did it all on his own with his own two hands.

But, this wasn't the time for that kind of talk. He needed to focus and ensure that this threat was taken care of.

"Let's go." He said as he walked over to Wolverine and grabbed him by the back of his shirt. "Better clench up, Badger Boy."

Activating his thrusters, Iron Man and his passenger took to the sky, with Nightcrawler teleporting behind them as they headed to the closest signal.

---

Elsewhere, Hawkeye skidded across the sidewalk, sliding underneath an overturned car as he aimed his bow and fired at a water tower on top of a nearby building on fire.

The arrow detonated, rupturing the water tank and sending gallons of water into the building, dousing the flames as it did so.

He'd arrived at his designated city section and quickly went to work forming a barricade to prevent the fire from spreading. Within the first three minutes, he'd quickly exhausted his supply of freeze arrows and foam arrows. Leading the Archer to devise some creative ways to fight the fires.

A stray fireball suddenly flew over the street and struck a garbage truck behind him, setting it ablaze.

Hawkeye groaned as he drew another arrow from his quiver and aimed it at the overpass above the flaming vehicle. He let loose the arrow, which exploded, dropping debris onto the garbage truck, burying it and smothering the flames.

A tiny breeze washed over him, causing Hawkeye to scrunch his face as he coughed in disgust.

"Ugh. That takes care of the flames, but not the smell." He remarked, waving his hand away in a vain attempt to get rid of the smell of burnt garbage.

Another crack of thunder sounded overhead as he looked up and saw the flashes of lightning and fire. His grip tightened on his bow again. Thor was up there, along with that Weather Mutant and a…. A kid. Acting as the last line of defence between this city and its people from that Living Death.

A kid, no older than Ben, is up there fighting that thing, and he's down here literally putting out fires.

The sound of crashing sounded behind him as he instinctively drew his bow and took aim.

Just as he saw Carol Danvers emerge from an ally, her suit burned as she limped out, her right arm clutching her side. She was breathing heavily.

Hawkeye quickly dropped his arm and placed the arrow back into the quiver. He then flicked the switch on the hand grip with his thumb, and the bow compacted down for him to store on his back.

The Archer ran over to the Young Agent, keeping his guard up as he did.

"Hey, kid. You ok?" He asked.

Upon seeing the Avenger, Carol quickly tried to pass off her injuries as nothing. She was forcing herself to stand straight and act tough. "What this. Just a little singed. I'm fine."

The Archer simply looked at the girl with an incredulous look.

"Really? Cause you look like me after a night in a bar in Hell's Kitchen." He stated, looking her over. Noticing how she was using her flying power to take weight off her leg.

"Oh yeah. Totally fine. Just need to catch my breath, and I'll be ready to make that overgrown chicken see stars." Carol said, feigning confidence, and she punched her fist into her hand. Which caused her to winch in pain as she immediately doubled over, clutching her side again.

"Ok. That's it. You're taking a breathing, little girl." Hawkeye said, rushing to her side to help steady her.

The Young SHIELD Agent tried to brush him off, but the pain was too much. She gave up and allowed him to guide her to the side of a building, where she sat down and leaned against the wall to support herself.

Hawkeye leaned down next to her. "Alright, let's have a look at you."

He reached out to inspect her wounds, only for Carol to flinch and hold up her hand in protest.

"No. No need." She said.

"This isn't the time for the tough girl act, Danvers." Hawkeye sniped at the girl. "You likely got some broken rips and possibly some fractures. Either let me check. Or I'm gonna have to use anastatic."

Carol winched again as she pushed herself up against the wall. "What I mean is. All I need is to absorb some energy, and I'll be fine."

That got the Archer to back off. While he wanted to argue and give her a proper check-up. Carol is a superhuman, so her powers would allow her to heal faster. Though, looking around, there didn't seem to be a lot of options for an energy source.

Shortly after arriving, the Phoenix Force hit the electrical grid and caused most of the city to lose power. So, a quick charge-up from any electrical outlet would be out of the question.

Though he could always bring her a car battery to charge up?

"Alright. How big a charge do you need? I got a couple of Taser arrows. Anything bigger, I might have to start popping some hoods."

"Um, if I could make it to a subway and grab a third rail, that'll give me the jump I need," Carol stated.

"Hate to break it to ya. But any entrance to the subways have all caved in. No way we're getting down there."

"That's fine." The Kree Hybrid said as she started pushing herself up. "Just gotta get to the entrance, and I can move those debris."

Hawkeye quickly moved to try to stop her from getting up. "You can barely lift yourself. Take five, Blondie. Let us handle things."

"Not a chance. No way I'm sitting on the sidelines. Not while I can do something." Carol protested as she fought against Hawkeye's grip.

Hawkeye gritted his teeth in frustration at the Young Woman's stubbornness. He could see the fatigue setting in, but she was trying to fight it. At this rate, she could make her injuries worse than they already are before she even gets a chance to heal herself.

He needed to stop her. He needed something that would derail this one-track mindset. Something like…

"Come on, Danvers, level with me. If you get hurt and I just stand by, you have any idea what Ben's gonna do to me when he finds out?" The Archer protested.

Upon hearing Ben's name, the tension in her body eased, and Carol gasped as if she had woken up from a dream.

She slid back to the ground, and her entire body seemed to deflate as her muscles relaxed.

"Fine." She said in a juvenile fashion.

Hawkeye smirked as he relaxed a little before walking over to an empty trashcan and flipping it over to use as a chair. He sat down near the SHIELD Agent and looked down at her.

"He likes you, ya know?" The Archer stated, casually pulling out an arrow and fiddling with it.

Carol said nothing as she seemed to withdraw into herself, pulling her knees to her chest and hugging them.

Hawkeye continued, "He doesn't talk about you, because for some of us, it's still a hot topic." He was mainly talking about Wasp and Hulk; the rest of the team had either moved past it or weren't really invested in the Young Avengers' love life.

"But, he does show it. The only time I ever see that kid brush his hair is when he's going to meet you."

Carol buried her head into her knees as if hearing about Ben's feelings was causing more pain.

Something that didn't go unnoticed by the World's Greatest Marksman.

"So the question still remains. Do you like him?"

Carol's head shot up so fast that he could practically hear the sound barrier breaking. "Of course I do." She said quickly.

Hawkeye raised an eyebrow. "Are you convincing me or yourself?"

The Blonde Agent's eyes narrowed as she glared at him. "I care about Ben. He's kind and generous, he sees the best in people when most don't, he won't hesitate to put himself in danger to save people… He's so childish, and even with the whole world crumbling, he finds a way to keep smiling, just so everyone else feels better."

She looked down at her feet. "He never gives up. On anyone. Even when he really should. Even if people don't deserve it. Even for a world that's not even his."

Her head sank again as the Archer looked down at her, listening to every word and watching every movement she made.

He'd been a SHIELD Agent for many years. In that time, he's done his fair share of missions. Many of them were undercover, where he had to do things to get close to his target. Things that he wasn't always proud of. But he did them for the sake of his mission.

So he could tell when a spy was putting on an act. Only three people in the whole world have ever been able to pull the rug out from under him, and she was way too green to be anywhere near Nat's level.

What she was feeling was the real deal.

"Yeah. He does." Hawkeye concurred. "He won't turn his back on anyone. It's kinda annoying."

That earned a chuckle from the Young Agent. "He's so cute when he does that little grin when he comes up with something. And whenever things get bad and, he starts grinning. That's when I always know he's gonna save the day in a spectacular way."

Forget just liking the kid. This girl is straight-up smitten. She was like a teenage girl fawning over her first crush.

That's when the Archer remembered. She is a teenage girl. She's no older than Ben, yet

here she is on the front lines fighting something that may as well have come from the Old Testament.

They took a kid and sent her headfirst into Hell.

It boiled his blood. Kids should have their whole lives ahead of them. They should not be forced into a life that would get them killed. Not like him, not like….

Hawkeye shook his head. No, this is no time to be thinking about that. He needed to keep his head in the game.

Suddenly, something big impacted the ground before them. Unlike before, Hawkeye didn't react as he was familiar with that particular impact. The Archer casually got to his feet as Hulk emerged from the crater he just created.

"Glad you're back," Hawkeye genuinely said to the Gamma Giant. "Thor's holding the line. Better get up there and back him up."

Hulk grunted with a grin as he cracked his knuckles. "Sure. Can't let Blondie have all the fun."

The skin on Hawkeye's palms was practically punctured by his fingernails from how hard he was clenching his fists.

Fun? This was *fun* for him? The city is on fire, millions of people were put in danger, and many are either injured or dead. On top of all that, they don't even know if Ben is still alive since no one's heard a thing from him since his message.

And this Musclebound Walking Gamma Bomb is hopping around with a big grin on his big dumb face.

"That's all you care about." Hawkeye snarled through his teeth. Catching the Hulk off guard and causing Carol to raise her head.

Hulk looked down at the Archer, who raised his head to allow the Gamma Giant to see the anger.

"This is just one big game to you? People are dying, you Giant Idiot!" Hawkeye shouted at the Hulk.

The Gamma Brute cocked his eyebrow. "What'd you say, Bowman?"

"You heard me Jade Jaws. The whole world is about to be turned into a bonfire, and all you seem to care about is if you get to hit the big bird!" Hawkeye then proceeded to gesture to the injured Teen behind him. "People are in danger, and you're complaining that others are risking their lives to stop that thing."

Hulk growled as he leaned over the Archer. "You think you could do any better, Tough Guy?"

"OF COURSE I CAN'T!" Hawkeye screamed, echoing through the streets.

For the first time, Hawkeye made the Hulk real back. Shock was present on his face. He'd known the Archer to be full of bravado, always talking smack to him and being cocky no matter what villain they faced.

For him to admit that he can't do something. That certainly caught him off guard.

The Archer wasn't done as he glared at him. "But I'm here doing my part. Any part, just to buy a little more time. Yet here you are, taking it easy and whining like a big baby."

Hulk's eyes narrowed, his jaw clenched as he leaned in close. "Hulk. Is not. A baby."

His breath blew past the Purple Archer's head with each sharp exhale. The Air around him started to get heavy to the point that Carol found herself unconsciously holding her breath.

But Hawkeye did not budge. He just held his gaze and reached for his pocket.

"Do you even care if any of us die?" He asked without a second of hesitation.

A flash of green illuminated the Hulk's eyes. His breathing turned more animalistic. "What did you say? Of course, I care!"

"Doesn't seem that way!" Hawkeye shouted back. "If you were, you would've punched out that Roasted Chicken the moment it turned up. You say you are the strongest one there is, yet that thing knocked you aside like you were nothing!"

The pavement cracked as Hulk stepped closer. Hawkeye could see his reflection in the Giant's Green eyes. The dim glow grew brighter.

"Hulk IS the strongest there is." The force of his words hit like a gale of wind that almost knocked the Archer off his feet.

Then Hawkeye held up his hand, revealing his ID card, with a holographic image being displayed.

Hulk took one look at that image and froze in place. His eyes were wider than dinner plates.

For in that single image was Betty Ross, unconscious and blood streaming down her face.

This was an image taken from the day the Hulk was born. Before he formed his personality, he was just a mindless rage monster who attacked everything and everyone in his path.

Seeing her like that. There were no words to describe how the Hulk felt at that moment. His body trembled as dark shadows fell over his eyes.

"You see this, Banner? This is what's gonna happen to Betty if you don't cut this bull!" Hawkeye yelled, calling to the scientist within. "That monster is going to kill her! Her and everyone else! All because you won't take this seriously! You're the strongest one there is? Then prove it!"

A second or so passed between them. Then Hulk's breathing became heavier. Heat started to radiate off his body as his fists clenched. The veins across Hulk's arms began to glow green and pulsated in his knuckles.

Hulk raised his head, a primal growl escaped from his teeth as he glared at Hawkeye, his eyes glowing green, like a pair of headlights.

Raising his head to the sky, The Savage Hulk unleashed a roar that shook the heavens. Pure, unbridled rage coursed through every fibre of his being.

Carol looked on with wide eyes, while Hawkeye looked sorrowful.

The Raging Beast turned his attention to the battle in the sky as he crouched down, his leg muscles pulsing with power as he launched himself into the sky with the speed of a cruise missile. Launching himself towards the Phoenix Force like a wild animal.

Hawkeye looked down at the crater Hulk left behind as he put away his card and sighed.

"Hawkeye…." Carol gasped with disbelief as she forced herself to her feet. "That was…"

She didn't know what to say. Hawkeye used such an underhanded method to manipulate the Hulk to lose control. Intentionally turning his own teammate into a weapon to be aimed and fired.

The Hawkeye bowed his head as he clenched his fist. Trembling as he punched the nearby wall.

"We needed a Monster to fight a Monster." The Archer said, in a way that tried to justify his actions.

"But, he's your teammate? Your friend." She pointed out.

"I know." Hawkeye hissed as if the reminder caused him pain. "… I just hope he can forgive me for this. If we're all still here."

---

Meanwhile, the Phoenix Force cried out up into the skies as it unleashed a barrage of fireballs from its wings. Raining them down like meteors.

From their position in the air, Thor and Storm summoned their powers. Their eyes glowed white, and the pair blasted lighting from Mjolnir and the clouds, respectively.

Despite their power and precision, a few stray fireballs managed to get past them. Threatening the city below.

Fortunately, Iceman was able to slide under them and snipe the remaining meteors with his ice beams.

The battles had been intense, but so far, the trio had managed to put up one heck of a defence against the Cosmic Firebird.

Iceman couldn't help but be in awe. He's always admired Storm, both for her insane beauty and her incredible power. But seeing her fighting side by side with the actual God of Thunder. It finally made sense why she was often called a Goddess.

The two Weather Manipulators called forth a massive tornado that engulfed the Phoenix in an enormous barrier of wind. A wave of Storm hands and hailstones the size of cars fell from the sky and funnelled straight into the tornado, swirling together and pelting the Firebird with freezing winds and ice projectiles.

Seeing Storm effortlessly control the ice made him wonder what they needed him for. So far, it just seemed like he was there to support them while they did all the heavy lifting.

Suddenly, a bright glow illuminated the heart of the tornado, and the Phoenix Force burst from the tornado, burning the winds and ice and turning them into vapour. The explosion's shockwave almost knocked the pair out of the sky, but they managed to catch themselves.

The Phoenix Force looked to the sky at the swirling clouds. Its eyes narrowed as it raised its wings to the heavens. Its aura glowed bright, and its flames flickered in the light. With a mighty flap, the clouds parted, splitting in half like the heavens were cut with a knife.

Dispersing the clouds, revealing the clear night sky.

Thor and Storm looked up at the sky with wide eyes, shocked. In contrast, Iceman looked like he was about to make yellow snow.

Cloud coverage gave the pair an advantage, as they could summon several weather phenomena to combat the Phoenix. Without it, their options became very limited.

"It seems the Phoenix did not like the clouds," Storm commented, looking to the sky. "It aims to deprive us of their power."

"Indeed, fair Storm." Thor agreed. "The Beast would like to face us on a clear night. Who are we to deny it the battle it seeks?"

The Thunder grinned as he raised Mjolnir. The mighty hammer glowed as lighting crackled around it.

Storm shared that sentiment as she focused her power, commanding the ions around her hands and generating lighting around them.

"This foolish creature failed to understand. The power does not come from the clouds." She stated.

"It comes from us!" Thor finished as Thor hurled Mjolnir at the Phoenix, and Storm blasted her lighting at the Mighty Mallet, the power combining with the weapon, charging it up further as it struck the Phoenix Force in the chest, knocking it back until it was out of the city limits, flying over the ocean.

Thor held out his hand and called Mjolnir back to his hand.

The pair then descended to the skyline where Iceman was staring gobsmacked.

"Prepare Thyself, Young Warrior," Thor said to the Ice Mutant. "For the final strike is upon us."

"Huh… What?" Iceman said, shaking his head in confusion. "What do you mean?"

"He means we need you to help defeat this Entity, Bobby," Storm explained, placing a reassuring hand on his shoulder.

"Huh?" Iceman repeated, stunned by the statement. "No, no way. You two are doing fine up there. I mean, really, Storm, you can freeze stuff just as easily as I can. You don't really need me."

"Yes, I do, Bobby," Storm stated. "I may control the weather and can call upon the blizzards to freeze the lands. But no one can control Ice as you can."

"She speaks the truth, Young one," Thor said as he landed next to the Young Mutant.

"Thy mastery of the winter would make even the Mighty Frost Giants shiver." Thor complimented.

He could see the doubt in the Young Mutant. Fear and doubt have no place in a war. Those who are the first to doubt themselves are the first to fall on the battlefield.

The Prince of Asgard was no stranger to losing allies in battle. But by Odin, he will not allow another ally to fall.

Iceman seemed to gain some sense of confidence, receiving such praise from the Asgardian.

"Ok. What do you need me to do?" Iceman asked, his vigour renewed.

Thor and Storm grinned as they explained the plan.

Once they finished, Iceman still looked nervous but agreed to go along with them.

"Just follow my lead, Bobby. Wait for my signal." Storm instructed as she and Thor took to the sky.

Thor raised his hammer and started to twirl it above his head. The Mighty Weapon glowed with godly power as lightning crackled around it. Growing brighter and more potent with each spin.

At the same time, Storm raised her arms and focused on the winds, calling all the currents to her as the air twirled around her. Faster and faster, creating a tunnel of wind that became so fast that it almost looked solid.

The Phoenix Force was approaching the city at breakneck speeds.

Seeing the approaching inferno, Storm controlled her vortex and aimed it at the Phoenix. Iceman looked through the wind tunnel at the Firebird like the barrel of a gun.

"Iceman, now!" Storm commanded. Her voice strained as she focused on controlling the winds. "Hold nothing back!"

The Young Mutant quickly obeyed as he aimed his hands into the wind tunnel and blasted a massive ice beam from his hands. He poured as much power as he could, pushing so much that his arms started to shake. He also focused on keeping the frost inside the wind tunnel. Adding his power to support Storm, commanding the cold air along with her as they worked together to form the structure.

The ice and the wind mixed and swirled together, forming shards of ice like millions of pieces of ice crystals. Both X-Men strained their bodies, pouring every ounce of power they had into the wind tunnel, holding its shape and keeping everything steady.

The Young Mutant wanted to throw up. He was straining himself so hard. The sheer amount of power he exerted was more than he'd ever done before. Unleashing and containing this much power, he feared he'd flash-freeze the entire city if he let go. He wanted to stop; his body was begging him to stop.

But he couldn't; he had to keep going. Not for his sake, but for Storms, for Logan, Hank, Scott, Jean… For Kitty.

He needed to push past the pain. Even if it breaks him.

Behind them, Thor floated down, Mjolnir still spinning above him, building its charge as the Prince of Thunder stared down the wind tunnel at the Phoenix Force flying right at them.

The two mutants continued to strain themselves, sweat poured from Storm's brow, while jagged ice spikes started sprouting from Iceman's arms.

Just when they felt like they were about to pass out from the strain, the Phoenix Force lined up perfectly with the wind tunnel, and Thor stopped spinning Mjolnir and aimed it down the barrel.

"FOR MIDGARD!"

He then fired a massive blast of lightning from his hammer right into the wind tunnel. The mystical lighting travelled down the wind tunnel, the ice shards conducting the electrical charge and being funnelled down the condensed air particles.

A massive beam of condensed, concentrated lighting fired from the wind tunnel like a cannon.

The beam tore through the sky like a spear of light. The spear shot straight and true, striking the Phoenix dead centre. A massive explosion erupted from the impact, creating a blinding light that turned night into day. The shockwave carried across the city, knocking the heroes out of the sky and even causing the Helicarrier to experience an extreme case of turbulence.

Thor managed to catch himself in the air and quickly flew back to the rooftop, where Storm and Iceman were.

The Thunderer looked to the sky as he saw a bright glowing white star hovering above the city.

He narrowed his eyes as the glow dimmed, the white light turning into an orange/red colouration until it became a small flaming ball of fire, like a match flickering in the wind.

His battle senses sharpened as he gripped Mjolnir tightly. Thor saw the five girls floating within the flaming orb, their eyes closed as they floated motionlessly in the air.

Suddenly, their eyes opened simultaneously. Each pair glowed white as they all raised their arms. Flames burst from the orb and instantly reformed into the Phoenix Force. The entity cried out as it was reborn. Seemingly stronger than before. It glared down at the Asgardian with pure malice in its eyes.

Thor prepared for battle as the Phoenix unleashed a tidal wave of flames from its body. The Prince of Thunder was ready to fight it, only to realise that Storm and Iceman weren't with him.

The pair of X-Men were utterly spent. Barely holding their bodies up, with the Teen Mutant on his hands and knees, panting like a dog and his body back to it normal form. While the Weather Witch was leaning against the wall, desperately trying to hold her head up.

Neither one had any fight left in them. They had spent all their power on that last attack. Leaving them at the mercy of the Phoenix's flames.

Thor gritted his teeth and held his hammer aloft. Be it one enemy or a thousand, so long as he still had breath, he would defend these mortals with his last.

However, before he could make a move against the flames, Iceman rushed in front of the Asgardian. His ice form reformed as he aimed his hands in front of him.

Seeing that wall of fire heading towards him. Iceman's groggy mind abandoned all reason and went into a fight or flight response. His body moved on its own as he let go of any restraint or control he had left and acted.

The Young Mutant let out a massive scream as he unleashed an enormous ice beam from his hands. A pure white beam of cold energy shot forth and collided with the Phoenix's flames.

Fire and Ice exploded on contact, generating powerful winds that threatened to blow the Asgardian and the Weather Witch away from the roof. Thor managed to protect her as Iceman continued his assault.

Frost built up across the rooftop and even across the cityscape. The buildings in close proximity to the ice beam have a layer of frost over them as Iceman's power pushes back against the Phoenix Force.

Iceman gritted his teeth as he fought with everything he had. This thing hurt Kitty and his team; it's the most powerful thing he's ever seen in his life. He was so scared to face this monster. But Storm placed her faith in him, and so did Thor. If they believed in him, he would not let them down.

A last mighty yell and Iceman gave one last push with his power, dropping the temperature so swiftly that Thor felt his body shiver from the cold. The Young Mutant's power intensified as his beam pushed back the Phoenix Force's flames.

Thor smiled with pride. The spirit of mortals never fails to impress him. The might of this Youths power rivals that of the Casket of Ancient Winters.

However, a sudden pulse of energy washed over him and warmth brushed his shin. Looking to the clash of elements, Thor witnessed the light of the flames grow brighter.

Without warning, Cosmic Flames surged forth, overpowering the Cold Mutant's power and a wave of fire blasted towards them.

Iceman's eyes widened as his body froze. His strength abandoned him as his vision became blurry.

Swift as the wind, Thor grabbed Iceman's shoulder and shoved him behind his body and towards Storm.

Thrusting his hammer forth, Thor spun Mjolnir like a turbine, making a shield that blocked the flames and protected him and the two mutants.

However, the force of the flames caused him to slide back as he struggled against the cosmic tide.

Soon, it proved too much as the building beneath him gave away, and Thor, Storm and Iceman were all blown back and knocked off the building.

Thor quickly reacted and caught himself in the air, but Storm and Iceman were too weak to do anything but fall to the streets below.

Suddenly, Wolverine and Iron Man appeared out from the shadows; the former grabbed Storm with one arm as he used his other one to stab his claws into the building and use them to slow their descent, while Iron Man caught Iceman and flew down along with the clawed Mutant.

Thor flew back up to the rooftop with the X-Men safe to face the Phoenix himself.

He met the Living Inferno's eye level, his eye glowing with lightning as he stared down the Phoenix Force.

Before either deity could make a move, a vicious, primal roar erupted from behind the Asgardian as both he and the Phoenix turned to see the Green Goliath, Hulk, leaping towards them. His eyes glowing green, along with his veins, pulsing with gamma energy, with the highest concentration being focused on his fists.

The Savage Hulk blasted past Thor so fast, he was like a green blur to the Prince of Thunder as he cocked back his right fist and delivered a haymaker right into the Phoenix Force's chest.

A bright flash and Thor was thrown across the sky as a green shockwave exploded from the impact.

From the impact, the Phoenix Force was sent flying into a skyscraper, crashing into it and leaving a massive crater in it.

The Phoenix looked stunned as the Firebird shook its head as if to clear it, only for Hulk to roar once more, leap onto the Phoenix, and strike it again, forcing the Cosmic Being through the building and causing the whole structure to collapse on them.

Thor recovered from the shockwave. A surprised look on his face. The power that radiated from the Hulk. It was beyond anything he'd seen the Gamma Brute display before. The pure rage that radiated off him. He had not felt something this primal since he faced the Fenris Wolf. A fight that still haunts him to this day.

But, against a threat like this. Having this kind of rage fighting on his side is far more preferable.

Summoning his power, Thor charged up Mjolnir and lifted the hammer above his head. With a mighty battle cry, he launched himself at the Phoenix Force and brought his weapon down upon the creature's flaming head.

The boom from the impact made the entire island shake as the Phoenix's head slammed into the ground.

For a moment, the entity appeared stunned. Only for it to rise again, standing on its flaming talons. Before it could raise its wings, Hulk leapt onto the Firebird, somehow gripping its flaming body with his bare hands and tackling it back into the ground. The Five Girls inside the Cosmic Inferno winched in pain as they each clutched their heads. The flaming form of the Phoenix Force flickered as the girl's concentration wavered.

The Gamma Giant wasted no time as he jumped onto the Phoenix's back and started pounding against it like a savage ape, each impact producing a flash of green energy as Gamma pulsed from Hulk's body.

Thor joined the brawl as he threw Mjolnir into the Firebird's side, knocking it off balance before recalling the hammer and charging it with lighting before following up with another downward strike against its body.

The Phoenix Force cried out in rage as it started thrashing around like a bucking bronco as Hulk and Thor continued to strike with gamma-infused fists and lightning-infused hammer. Beating the Phoenix down into the ground harder and harder.

Thor then launched into the air and twirled Mjolnir above his head, gathering lighting and drawing the clouds around his head as he prepared to blast it with the full force the Son of Odin could provide.

Only for him to notice something out of the corner of his eyes. Thor could make out the diminutive form of his teammates and the X-Men from his position above the city, moving away from the area as the street and buildings collapsed around them.

Faint screams reached the Asgardian's ears as Thor turned towards the other end of the city, where the mortals were being evacuated. Hundreds of innocent lives were scared and fleeing for their lives.

A roar from below him drew his attention as Thor witnessed Hulk ram his fist into the Phoenix Force, generating a shockwave that rippled across the city. Buildings swayed, streets caved in, and people stumbled and tripped as the ground beneath their feet shook from the battle.

In his quest to defeat this threat, his lust for battle overtook him. He charged into conflict like he did in his youth, completely disregarding the mortals he'd sworn to protect.

A battle of gods with the mortals caught in the crossfire.

Nay. Thor will not allow the innocent to suffer due to his own carelessness.

Halting his attack, Thor dived down to the city streets, flying close to the ground until he was straight under the Phoenix and Hulk. Concentrating his power, Thor's eyes glowed with lighting and with a mighty yell, he thrust his hammer skyward and launched himself directly into the Phoenix, causing all three of them to be launched skywards.

The Prince of Thunder pushed with all his might as the cosmic flames burnt his hands as he forced the Cosmic Firebird into the upper atmosphere.

He could feel the Phoenix resisting him as the flames struggled against, just before the Hulk punched it in the chest, aiming right for the Stepford Cuckoos, forcing the girls to focus on blocking him, drawing the Phoenix Force's attention as Thor forced them above the clouds.

Eventually, the Phoenix cried as a psychic pulse blew both Thor and Hulk away. Sending Thor tumbling towards the earth while Hulk sailed further across the sky.

The Firebird turned to face the God of Thunder as he caught himself in the air and floated before the Cosmic Entity. He spared a glimpse of the Gamma Giant as gravity took its hold over him. But, he was not concerned. The Hulk is more than capable of surviving the fall. It is the Phoenix Force that requires his attention. At this altitude, he no longer needed to fear putting anyone in harm's way.

Though, against this foe. He secretly wished for Hulk to be by his side. While he doesn't like to admit it, the Green Goliath's strength could match or even surpass his own. His power added to his own would give him more confidence in this battle.

But this won't be possible as Hulk is unable to fly. So this battle above the clouds will be between himself and the Ph….

Suddenly, a green shockwave burst from behind the Phoenix as the Hulk came flying at the Firebird like a missile. A roar from the Emerald Brute drew the Phoenix's attention just as Hulk's fist collided with its head. Knocking it off balance for a moment.

The Savage Hulk attempted to continue his assault, but his footing was not ideal as he slid off and started falling back to the earth.

Just before Thor could move to aid him, the Hulk swiftly pivoted in the air and clapped his hands together. The force of the impact generated another green shockwave, propelling the Hulk back towards the Phoenix at incredible speeds.

Thor watched in awe as the Hulk struck the Phoenix Force again. The Green Giant used his thunderclap as a means to propel himself through the air. Not only that, but he was able to do so with such precision. He hit his target after being in freefall, changed his angle to line up, and then propelled himself while his target was not in his line of sight.

The Asgardian was shocked by the Brute's display of intelligence and control. He only knows Hulk to be a brawler who relies on his strength. Now, he was using such power in such a manner that would rival Ben's versatility.

But questions will have to wait. For now, Hulk managed to utilise his brute strength to stay in the fight. That was all Thor needed as he raised his hammer and summoned his lighting.

---

Thunder boomed over the city. Green flashes of light evaporated the clouds, followed by flashes of lightning that struck against the red comet dancing across the sky. Iron Man and Wolverine carried Storm and Iceman through the streets.

"I'm not picking up anyone on my scanners." Iron Man told the clawed Mutant.

"I'm tellin' ya, Bub. He's here." Wolverine stated as they rounded a corner.

Just then, a beam of fire tore across the top of a nearby skyscraper, and a chunk of debris fell towards them.

Just before either could react, a metal round shield shot through the air and shattered the rubble before bouncing off a wall and returning to Captain America's outstretched hand.

The Super Soldier quickly moved to join the new arrivals.

Iron Man couldn't help but smile under his faceplate. Seeing the Super Soldier alive and kicking was reassuring in such times.

"Are they ok?" Cap asked, immediately checking the unconscious X-Men. Showing his priorities to check the wounded first.

"Just knocked out," Wolverine stated. "Looks like Frosty took the worst of it."

He looked over at the Young Mutant, whose body was a little singed on his chest and arms.

"Kid must've jumped right in front of her to take the brunt of the blast." Wolverine theorised based on the evidence.

He didn't know whether to be angry or proud of the Young Mutant for his actions.

But that would have to wait as all they can do now is try to keep them alive.

"We've established a perimeter." Cap started to explain. "Holding back the flames until help can arrive."

Wolverine grunted. "If it arrives."

"Stow that talk, Soldier." Captain America barked at the Clawed Mutant.

"You don't give me orders, Boy Scout."

A puff of smoke burst between the pair as Nightcrawler emerged with Rogue alongside him.

"Apologies for the sudden arrival. But Rogue has done all she can in her current state." The Blue Mutant explained as a winded Rogue panted beside him.

"That little power boost ah borrowed from Ben, kinda up an vanished on me," Rogue admitted. "Sorry bout that, Cap. Ah did what ah could ta keep the fires from spreadin."

Cap walked over to her and gave her a pat on the shoulder and a reassuring smile. "You've done well, soldier."

Even though she had only met the man a few hours ago, somehow, being praised by him made her chest swell with pride. Her fatigue seemed to have melted away as she stood tall and gave the Super Soldier a salute.

"Any time, Sugah." She said in a playful tone.

Cap nodded in approval. Glad the Young Woman still had some pep in her step.

The Super Soldier then turned to the Armored Avenger. "Iron Man, do you have any ideas?"

"Working on it." Iron Man responded as he checked his visor. "No gonna lie, Cap. It doesn't look good."

"It never does, Soldier." The Super Soldier patted his teammate on the metal shoulder. "But we've faced worse odds before."

Iron Man chuckled at the War Heroes optimism. "Not like this, Cap. I think the giant bird made of fire has everything beat."

"Yeah, I'm with Stark on that one!"

The pair and the Conscious X-Men turned to see Hawkeye stumbling out from a corner, a limping Carol Danvers, with one arm draped over his shoulders for support as he helped her move down the street.

"We setting up another medical shelter here?" The Archer quipped as he and Carol hobbled over to them. He looked over the two unconscious mutants, winching at the sight of Iceman. "Sheesh, we're dropping like flies."

Captain America was familiar with the Markman's witty humour. Usually, making quips and jokes in dire situations to break up the tension and cope with the events. Ben does the same; only in this case can he hear the slight crack in the Archer's voice.

"They're alive. That's what matters." Captain America stated in an attempt to ease the Archer's worries.

Hawkeye seemed to relax slightly as he sat Carol next to Storm and Iceman. She hissed in pain as she was placed on the ground.

"What's the damage?" Iron Man asked.

"Just some bruising," Carol admitted. "I'll be fine if I can just absorb some energy."

"Don't suppose you wanna let the little lady borrow some of yours, Stark?" Hawkeye asked with a slight grin.

This earned a deadpanned look from the Armored Avenger's expressionless faceplate.

An explosion grabbed everyone's attention as they could hear the Hulk roaring, coupled with the Phoenix Force cries and flashes of thunder and lightning.

"Looks like Hulk and Thor are taking care of business," Hawkeye said with a small smile.

"Don't get yer hopes up, Robin Hood." Wolverine snarked at him. "Ol Firebird took a hit from Goldilocks, Storm and Iceman all at once and barely gave it a headache."

The Archer looked down at the X-Men in question. His time at SHIELD provided him with some info the spy agency managed to collect on the members of the X-Men. Mainly to keep an eye on potential threats. As Fury always reminded, 'an ally is your ally right up until he's not.'

Storm was listed as a powerful mutant. Iceman, on the other hand, didn't fit into that category. At least by SHIELD standards, he had not demonstrated anything that would warrant an update into the Omega-Level threat category.

Despite that, Storm and Thor saw fit to put this kid on the front lines.

Hawkeye shook his head in disappointment.

"Yeah, but now that Hawkeye ticked off Hulk. They should have a better shot. Right?" Carol asked from her seat.

Both Captain America and Iron Man turned to Hawkeye with shocked expressions. Hawkeye didn't meet their gaze as he could already tell what they were going to say.

"What did you do?" Captain America questioned the Archer. Sounding more like an interrogator.

One look from those eyes and years of counterintelligence training went out the window faster than a Teenage boy when his girlfriend's parents come home.

"We needed every advantage we could get." He stated, with a grim tone. "Hulk is one of our biggest guns. So I did what I needed to do to make him cut loose."

The Super Soldier narrowed his eyes at the Archer. "You turned your teammate into a weapon and aimed him at the enemy."

"I did what I had to." Hawkeye shot back at Cap's accusation. "That thing is gonna end the world, so I'll do whatever is necessary to do it."

"That's not how we do things, Clint. We are Avengers, we work together, we don't use each other."

Hawkeye glared at the Star-Spangled Hero as the pair locked eyes, neither side backing down.

"I made a call that has a better chance of us living to see tomorrow, Cap. You'd have made the same choice." The Archer spat at him.

"I wouldn't use my fellow soldiers as pawns like that." Cap defended.

A chuckle from behind him almost broke his stare down as Wolverine stepped forward. "Nah, you'd be the one ta do the sacrificin. Aye, Boy Scout?"

The clawed Mutant then got in between the two as he glanced at both sides. "Point is, it don't matter who did what. Only choices we need to be makin are the ones that'll let us see tomorrow."

"He's right," Carol said as she forced herself to her feet. Hissing as she clenched her teeth and held her ribs. "We can't be arguing about these things. We need to act."

"You can barely stand." Hawkeye pointed out. "What are you planning to do?"

Carol glared at the Archer. "I told you. I just need to absorb some power, and I'll be fine."

Hawkeye clenched his jaw. He didn't like the idea of her getting back into the fight. But he's seen her in action; she easily classifies as one of the big guns, and he made a whole big deal about putting everything on the line.

He was already gonna have trouble sleeping tonight. Why not add another chip to his conscience?

Looking up at the sky. Lighting flashed across the skyline, with arcs streaking down and striking the tops of a few buildings. That's when an idea formed in his head.

Pulling out a grapple arrow, Hawkeye reached into the base, yanked out the end of the cable, and walked over to Carol.

"Here." He said, handing her the end. The Young Agents looked at him in confusion but obliged. "Don't let go of that." He said, as he stood back and notched the arrow.

Aiming straight up, Hawkeye fired the arrow into the sky, the cable trailing behind it as it climbed higher and higher, shooting past the skyline.

Thunder cracked as lightning flashed across the sky. A bolt struck the arrow, and electricity streamed down the metal cable until it reached Carol.

The Blonde Agent felt a rush of power flow into her as the mystical lighting enveloped her. Her body glowed with a yellow aura, and her eyes turned white with power as she charged up. Her golden blonde hair sparkled as it flowed in the wind from the surge.

When the lightning stopped, Carol dropped the cable as she floated off the ground, her body radiating energy as she clenched her fists. Her body fully healed, and there was no sign of injury on her flawless skin.

"Now that's what I'm talking about." She flexed her muscles as she felt the power coursing through her.

"Head up and provide support to Thor and Hulk." Captain America ordered. "We'll keep things contained down here."

"Ya may need some backup." Rogue offered. "I'd be happy ta lend a hand if ya lend me yours?" She offered her hand to the Kree hybrid.

Carol took one look at her and shot the Mutant a glare. "Sorry, but the only time I dish out my energy is when I'm blasting bad guys. Unless you wanna be on my hitlist, that's a hard pass."

Rogue smirked as she shrugged. "That's fine. Ah can always ask Ben for a little somthin, somthin."

The vein in Carol's head suddenly flared up as her aura took on a menacing glow.

"I'd ask if you have a death wish. But seeing how we're all still in this fight, I don't really have a leg to stand on." Hawkeye said sarcastically.

Rogue chuckled as she held her hands in a placating manner. "Just a little light tasing, Darlin. Don't think none of it."

The glow died down slightly as Carol turned her attention to the fight. But, before she could make a move, the top of the building next to them exploded.

The heroes looked up to see Thor and Hulk as they battled the Phoenix above them. Hulk was perched on the Cosmic Entity's back. Gripping its flaming feathers, his glowing gamma fist pounded against the firebird, each strike causing shockwaves that shook the heavens.

Thor circled around, getting in front of the Firebird, before launching Mjolnir at the Phoenix's chest, aiming right for the Stepford Cuckoos.

The girls' eyes glow as they hold out their hands in unison. Just before Mjolnir could hit them, the hammer froze in place.

Thor's eyes widen as he tries to call his hammer back to him. The mystical weapon vibrates as the two opposing forces pull on it.

The Phoenix lowers its head, and its eyes glow, just like the girls'. A pulse of psychic energy erupts from the Firebird, and the Hulk is blown off and suspended in the air under the girls' telekinetic control.

The rageful Hulk wildly thrashed around like a feral beast as he flew around the Phoenix Force as if trapped in its orbit.

Seeing his teammate in trouble, Thor tried to help as he flew towards the Phoenix, reaching out his hand for his hammer.

But, before he could reach it, the Phoenix suddenly grabbed him with its flaming talons. The fire burned his normally invulnerable skin as it squeezed him in its grip.

It then tossed Thor to the ground below while telekinetically throwing Hulk across the skyline, sending him crashing into the roof of a skyscraper, collapsing the structure and burying him in rubble.

The Avengers and X-Men on the ground retreated down the street as Thor crashed into the ground like a meteor. Kicking up dust and debris creates a crater from the force of the impact.

Thor groaned from the crater. He pushed himself up, digging his fingers into the pavement as he lifted his head. A few feet away lay Mjolnir. The hammer landed just outside the rim of his crater.

Groggily, Thor dragged himself over to his hammer and reached for it. His fingers brushed the Uru metal.

Suddenly, Thor felt a warmth hit his back. He didn't even have a second to register it before a scorching column of fire shot down and blasted Thor. The Prince of Asgard's screams could be heard as the Phoenix unleashed the inferno from its beak.

The gathered heroes had to shield their eyes and face from the intensity of the flames. It felt like they were standing next to the sun.

When the beam of fire eventually ceased, Captain America was the first to lower his guard, and a look of shock was etched into his face.

Where Thor once lay was now a smouldering hole in the earth. The rubble glowed red from the heat.

Rushing over, he searched for any sign of the Thunderer. But, all he found was a tunnel. Carved into the ground, going for miles, to the point where he couldn't see the bottom. The heat could be playing tricks on his eyes as he could've sworn he could make out a faint glow, emanating from the base. As if he was looking at the Earth's core.

A feral roar drew his attention, along with the others, as they turned to see Hulk burst from the rubble. His veins pulsated with gamma energy as he glared at the Phoenix Force. The Cosmic Entity met his intensity as its body flared, like a pair of animals trying to intimidate each other. The Gamma Giant and Cosmic Entity stared each other down, snarling at each other.

Suddenly, the Hulk let out one final battle cry as he launched himself at the Phoenix Force. In response, the Firebird opened its wings and unleashed an enormous blast of cosmic fire that surged towards the Hulk.

From their position on the ground, it looked as though the entire sky had been set ablaze.

Hulk met the inferno head-on, and the hero's collective breaths hitched. They could faintly make out a green comet fighting against the blazing tide. Only for it to grow slower and slower. Losing its velocity and growing dimmer.

Finally, it stopped mid-air, and the flames subsided. For a brief moment, all the heroes could see was a dark, smoking mass floating above the city. Then, it fell from the sky and crashed on the other end of the block, making a faint thud as it landed.

With baited breaths, the assembled heroes rushed to the smoking form and gasped at what they saw.

Before them lay the charred form of the Hulk. His body looked frail and shrivelled, as the skin and muscles were all burnt away, and what remained was scorched black like charcoal.

Faint green lines glowed faintly from the body, growing weaker and weaker as they could make out a faint wheezing that distinguished itself from the sound of sizzling flesh.

Wolverine moved closer to the body and inspected the head. Like the rest of him, the skin and flesh had all been burnt away, as it was essentially a skull. Air wheezed through the teeth as the faint green glow of his eyes grew dim. Until the light faded, leaving a pair of normal green eyes.

The body twitched as the chest rose and fell. Despite the glow fading, the body continued to breathe.

Upon closer inspection, Wolverine saw some movement as muscles slowly grew back and knit together. A flap of skin formed across both eyes, and the teeth separated to allow a deep inhale as the air was pulled into the body before exhaling.

A slight grin appeared in the corner of the Clawed Mutant mouth as he stood and faced the group.

"He's still kickin." He informed them.

A sigh of relief escaped everyone's lips. Even those who didn't realise they were holding their breaths.

Iron Man looked down at the Hulk's charred body with his scanners. "He's healing. But slowly."

"Meaning we can't rely on his help any time soon," Wolverine concluded.

Worry quickly returned to everyone's faces as a sharp cry caused them all to turn around and face the sky.

A beat of its flaming wings sent a wave of heat through the city streets. The Heroes looked up in horror as the Phoenix Forces' burning eyes fixed on them.

The heroes froze. They witnessed this Entity tear apart their strongest members one by one, whittling their numbers down until they were all that was left.

Hawkeye gulped. But his mouth and throat were so dry, he practically swallowed scorching air. His hands trembled as his bow threatened to drop from his hands.

Iron Man, for the first time since his imprisonment in the caves, wished he was not in the suit. Despite his attempt to plan for every outcome and prepare for any potential threat. This was something he had no hope of predicting. His brilliant mind was useless in the face of this primordial force of nature.

Wolverine lived many lifetimes, fought in countless battles and faced terrors no man could ever hope to comprehend. But against this, he felt utterly useless. He could only pray that Charles would forgive him. He tried his best, but it wasn't good enough. He wasn't good enough.

Rogue could barely stop herself from shaking. She spent most of her life putting a barrier between herself and everyone else. Longing to be able to connect with someone. She committed many sins in her past. She only wished she could've made amends before the end.

A warm pressure gripped her hand as she saw Nightcrawler holding her hand. The Blue Demon had his right hand close to his chest, while his left held her hand. She could see him gripping a rosary that he wore around his neck. Usually tucked under his suit, but now he's pulled it out as he whispered a prayer.

Carol wanted to move. But, like the others, she found herself frozen in fear. She could absorb energy to make her stronger. She's trained so hard to use that strength to make the world a better place. So she could stand as equal to the world's greatest heroes. To stand side by side with Ben…

But, this thing, is power incarnate. Next to it, she's a paper lantern next to a nuclear reactor. She wished Ben was here. Just so she could hold him one last time.

Captain America woke up to a world so different from his own that he may as well be an alien. He's met gods, monsters, creatures from other worlds, beings from the future, and travelled to the stars. In just under a year, he's experienced more than most men of his generation would experience in a lifetime.

However, despite everything, one thing remained the same. His duty to defend his country from those who would threaten innocent lives has not changed.

Looking away from the Phoenix and down to the city before him. Across the destruction, through the smoke and flames, across the bay, Lady Liberty stood tall and proud. Her torch still held aloft as she welcomed those from across the sea to the land of opportunity.

Throughout it all, she never wavered in the face of this threat. If she can, then the Sentinel of Liberty will, too.

The Super Soldier stood tall in front of the others and marched forward. His fear was put to rest as he reached down and tightened the straps of his shield.

He said no words, but he was heard loud and clear as the heroes followed his lead one by one. Marching behind him, united as one.

Flapping its wings, the Phoenix Force cried out as its body flared.

Captain America raised his shield, Wolverine unsheathed his claws, Hawkeye drew his arrows, Iron Man raised his repulsors, Nightcrawler crouched down, Rogue raised her fists, and Carol aimed her hands as they all prepared for what would be their final stand.

Suddenly, a beam of green energy blasted from the sky and struck the Phoenix Force in the back.

The energy didn't seem to phase the Cosmic Entity, but it did cause the Firebird to turn around to see who dared attack it.

A green flash of light illuminated the sky as the heroes all looked up to see a yellow sphere drop down from the sky like a meteor.

A grin appeared on Carol's face as Cannonbolt slammed into the Phoenix Force, knocking it out of the sky and sending both crashing into the streets a few blocks from them.

Captain America lowered his shield with a smile of his own as the Alien Teen launched himself from the impact side and bounced towards them before uncurling and turning back to human.

"Someone order a hero?" He presented his arms with his usual cocky grin.

Carol quickly flew over and hugged him, relieved to see him alive. The others promptly joined to greet the Teen Avenger.

"Nice ya finally showed up, kid," Wolverine said as he crossed his arms.

"Took you long enough." Hawkeye berated as he checked his arrows. "What happened? Go for a smoothie run?"

Ben chuckled as he shook his head. "Nah, none of the stores were open. Apparently people get the day off when the world's coming to an end."

The Archer scoffed as he shook his head. Yet, for some reason, the Young Heroes chipper attitude put him at ease. Mainly because he knew that meant the kid had a plan.

"You seem oddly relaxed. Thought you would be freaking out with the weight of the world on you." Iron Man stated. "Hope that means what I think it means."

"Yep. We have a plan."

"We? You mean Jean?" Wolverine asked, his face perking up.

Ben nodded. "Jean, Scott, Laura and Emma are on their way. We have a plan to stop this thing, but it's gonna be cutting things close."

"That's our bread and butter at this point," Hawkeye remarked. "So what is your plan."

Ben grinned as he rubbed his hands together as he prepared to lay down the details. "Ok, so…."

Suddenly, a geyser of fire erupted from the ground, blasting towards the sky before forming together to form the Phoenix Force. Its eyes fixed on Ben, with divine wrath. Making the Teen Hero gulp as a cold sweat ran down his brow.

Shaking it off, Ben quickly turned back to the group. "Ok, abridged version. Heavy Hitters hit her hard, hit her fast and keep hitting until I say otherwise. Everyone else, head for the hills and be on standby."

"That last one is a contradiction." Hawkeye pointed out as the Teen started to run.

"Don't care, saving the world here!" Ben called out as he activated the Ultimatrix and slammed the dial down.

"HEATBLAST!"

The Fire Alien generated a fire comet under his feet, and he rode like a skateboard into the sky.

He was soon joined by Iron Man and Carol, who flew alongside him like an escort.

"Not that I don't appreciate the straightforwardness of your plan, Ben. But, I'm gonna need a little more of this plan. You do have one, right?" Iron Man asked, a hint of worry in his voice.

The Young Avenger understood the Billionaire's scepticism. After all, the fate of the world is in the balance, and something like a vague plan of attack isn't gonna be enough to ease someone like Iron Man's mind.

Heatblast turned to the Armored Avenger as they flew down the street. "We need to weaken the Phoenix."

"We've been trying," Carol interjected. "We hit it with everything we got. It just keeps coming back and somehow getting stronger."

"I didn't mean by actually hurting it." Heatblast clarified. "It's a being of pure energy; the actual entity can't be hurt. But it needs a host to survive."

Carol's eyes widened, as did Iron Man's from behind his mask. As both pieced together what the Alien Teen was getting at.

"So, we need to take out the girls." The SHIELD Agent stated.

"Not completely." Heatblast quickly added. "We just need to break their concentration so they can't pull its leash."

"If you were going for that. Maybe you should have picked a different alien." Iron Man pointed out. "I mean, I don't think fire vs fire is gonna be that effective here."

Heatblast smirked as he side-eyed the Billionaire. "Oh, I didn't choose him to hurt the Phoenix."

Suddenly, he shot forward, ahead of both heroes as he raised his hands. Iron Man and Carol looked forward just in time to see a massive fireball hurtling towards them.

The Fire Alien intercepted the blazing projectile and easily absorbed the flames. Causing his body to glow as he looked back at them.

"I chose him to shield you guys."

The Phoenix Force cried in outrage as it unleashed another blast of fire from its chest. Heatblast moved to intercept the blaze.

"I'll take the fire! You two hit it from the sides!" He ordered. He then collided with the beam of fire and started taking it in.

Carol and Iron Man quickly flew around either side of the Firebird. The Blonde Half-Kree fired her photon blasts, while Iron Man blasted repulsor rays along with a salvo of mini-missiles. Both attacks struck the Phoenix Force dead on. Energy beams pounded the flaming body while the missiles detonated across it.

But, those attacks didn't seem to affect the Phoenix at all. In fact, it didn't seem to notice them at all as it focused solely on Heatblast.

Something Carol was able to pick up on. Both the Phoenix and its five hosts had eyes trained on him. If the goal is to break their concentration. Then tunnel vision like this provides the perfect opportunity.

Dropping her photon beam, Carol focused her energy into her fists, causing them to glow brightly before she rocketed towards the Girls, cocking back her right fist and striking the Core with her full strength, sending out a shockwave that actually knocked the Firebird off balance.

The girls winched from the attack before they turned their attention to Carol. The girl closest to Carol aimed her left palm at her, and a blast of cosmic flames fired at her.

Acting on instinct, Carol quickly raised her hands to block and absorb the attack. The beam hit her, and the energy flowed into her body.

The Young Agent felt a surge of power surge through her body. Like the biggest hit of caffeine of her life, Carol felt so energised that her body and mind started buzzing. Her body glowed with power as she balled her fists, let out a battle cry, and fired a massive beam of photon energy at the Phoenix.

The blast knocked the Phoenix Force back, cutting off its attack on Heatblast and almost making it crash into Iron Man, had he not managed to avoid it.

"Hey, watch it!" Iron Man yelled at the Teen Girl.

A bashful expression appeared on Carol's face as she clasped her hands in embarrassment.

"Sorry!" She called out to him in a meek manner.

Heatblast chuckled as he flew over to her and patted her on the shoulder in reassurance. "Don't beat yourself up. That was a good shot."

"Thanks." She replied. "But I should be more aware of my surroundings."

"Worlds at stake. I think throwing a little causing to the wind can be forgiven." Heatblast chided.

Iron Man agreed as he flew over to them. "Yep. Especially since it paid off."

The Teens looked at him confused.

"What do you mean, Tony?" Heatblast asked, his curiosity peaked.

A cry of the Firebird drew their attention as the Phoenix charged right at them. Specifically aiming at the Ultimatrix Wielder.

Only for Carol to intercept it and slam her fist into its face. The power was enough to knock the Cosmic Entities head to the side and get it to focus on her. Carol quickly flew away, and the Phoenix force pursued her like a Hawk chasing a sparrow.

Leaving the two men to have a quick powwow.

"Ok, spill. What do you have, Tony?" Heatblast asked again.

"Hard to explain." Iron Man replied. He then pointed to the dial on his chest. "Got something in there that can see the flow of energy?"

Heatblast nodded as he tapped the dial.

"AMPFIBIAN!"

"Ok, what am I looking for?" The alien asked.

"Look at the Phoenix. Specifically, the girls." Iron Man ordered, which Ampfibian complied.

Focusing on the Stepford Cuckoos suspended inside the Living Inferno. Concentrating on the energy flow.

His vision became distorted and blurry. With everything moving so fast before his eyes, he couldn't properly focus on the energy.

So, he closed his eyes, removed the visual stimuli, and focused solely on the energy flowing around him.

At first, it started as a tingling sensation. But the images began to form in his mind. First, he picked up the flow of electrical energy from Tony's arc reactor; then, he picked up the electrical impulses coming off Tony's brain. Before he finally tracked down the massive flow of energy above him.

It was an incredible dance of energy that flowed like a raging hurricane. It seemed chaotic at first, but the more he focused on it, the more he could find the patterns and see a symphony of flowing power, not just electrical but heat, psionic, cosmic, gravitational, cosmic, and many others. Such a combination, in perfect harmony, was so beautiful it almost made him emotional.

But his awe is cut short when he suddenly notices something strange. The Phoenix's energy flow was practically perfect, save for this one anomaly in the centre of it. An area where the energy is suddenly altered. Like a river meeting a dam, the energy's natural flow was disrupted and redirected, flowing and circulating through five different points like a circuit before resuming its normal flow.

Picking up the electrical impulses from those five points, Ampfibian quickly realised that it was the Stepford Cuckoos. They were forming some kind of psychic chain that regulated the Phoenix's power to keep in control.

Opening his eyes, he turned to Iron Man with a surprised look. "The girls…" He started to say before Iron Man took up the reins.

"I picked up on a pattern in the energy flow concerning them. They're forming a Series Circuit. Sharing the energy between them in a closed circuit." While Ampfibian couldn't see his face. He could tell the Billionaire was smiling under that helmet. "But, the thing about Series Circuit is that…"

"They are a linked chain. Break one of the links, and the whole circuit collapses." Ampfibian finished, interrupting Iron Man.

"… Yes." Iron Man said dejectedly. His thunder was promptly stolen by the Teen Shapeshifter.

"Now that you mention it. When I was Heatblast, I did feel that Phoenix Force power got weaker when Carol distracted one of the girls."

"Meaning we divide their attention, we can break their control." Iron Man stated.

Ampfibian thought for a moment as he looked up at the Living Inferno as it chased Carol after she blasted it with another photon beam.

"I can keep its attention on me while you and Carol hammer it from the sides. Use everything you got." He suggested.

Iron Man nodded. "Should be easy. They seem to like you."

"I was connected to them earlier, through a psychic link." The Alien Teen explained. "Seems like I made an impression. Which works for me, 'cause that means they'll likely target me more than anyone."

"As good a plan as any. Let's get it done." Iron Man said as he readied his weapons.

The Alien Avenger nodded as he reached for the dial. "Time to bring out the big guns."

He tapped the dial, and in a flash of green light, Gravattack appeared before him. The Planetoid Alien compacted into his sphere form, floated down to the closest building, and turned back to his base form.

"Now to clip this bird's wings." He raised his hands, and gravitational energy surrounded them.

In the air, the Phoenix Force flight path suddenly faltered. Struggling to remain airborne as if some unseen weight had landed on its back.

The Cosmic Entity flapped its wings to gain altitude, but it continued to be pulled down. Even its flames were flowing towards the earth. It cried out in protest as it fought against the power acting upon it.

Carol turned to see the commotion, and a confused look appeared on her face, wondering what would cause the Firebird to suddenly act so erratically.

That's when she noticed the large Alien on the top of a nearby skyscraper, and she quickly put two and two together.

Wasting no time, she moved to engage the Phoenix, her fists glowing with energy.

Back with Gravattack, he started to struggle as he fought against the Phoenix Force. He focused on increasing the gravity around the Phoenix to pin it down and get the girls to exert themselves to tire them out.

But the Ancient Force proved to be a lot stronger as it continued to fight against him. Pushing back against the Alien's gravitational field and overpowering it the more he increased the force.

Even with all this strain, Gravattack would not give up. He poured on the G's with everything he's got. Determined to hold that Firebird in place no matter what. His arms started to shake from the strain like he was trying to keep a door closed against a tidal wave.

"Just a little more." He thought. "Just a little more power and this will work. I got this."

He increased the intensity once more, completely unaware of the shaking under his feet or of the wind rushing past him and the debris and vehicles flying towards the Phoenix Force.

"Ben, stop!" Iron Man suddenly yelled, catching the Teen's attention as he looked up at the Armored Hero.

Iron Man was using his thrusters to resist the pull that Gravattack was generating, as if he were fighting an invisible tide.

"You're putting too much mass in that area. The gravitational field you're generating, any higher, and you risk making a black hole."

Gravattack's eyes widened as he backed off the G's, and the pressure ceased. The Phoenix Force immediately broke free and rose into the sky so fast that Carol was knocked aside like a fly.

It turned its eyes on Gravattack and made a beeline for him. Swooping down like a bird of prey after spotting a mouse.

The Alien Teen responded by increasing gravity around the Phoenix, causing it to drop below him, smashing into the building and cutting through it like melted butter. The top of the building started crumbling as Gravattack quickly turned into his planetoid form and flew away with Iron Man.

"Well, this just keeps getting better." Iron Man complained. "At this rate, the only thing that could stop this thing would be a black hole."

It's ironic. The only way to stop this is to take themselves out as well. They fought to save the world the entire night, but now it looks like all roads lead to doom at this point.

Gravattack thought for a moment as he tried to think of another way. Gravattack seemed to be his best bet. Using a fundamental force of reality against an Ancient Being as old as reality seemed like a good idea. It was effective when Graviton used it. Ever since that fight, Ben has trained diligently with Gravattack to try to match that kind of power.

But it seems all his training wasn't enough. At least for his current level.

A giant smirk appeared on his stony face.

"You want a Black Hole? Let's give it one."

Before Iron Man could shout in protest, Gravattack uncurled his body and taped the Ultimatrix dial on his forehead. Four spikes popped out, and a green energy wave washed over him.

His size increased as his skin crust became more jagged, with stone crests and peaks forming across his upper body. His legs disappeared, and his arms grew longer and bulkier. Finally, three small orbs broke away from his body and started orbiting around him. Each orb had its own face, similar to Gravattack's original.

"ULTIMATE GRAVATTACK!" The alien cried out.

The Ultimate Alien swiftly turned to the Phoenix Force as it swooped at the pair and unleashed a torrent of cosmic fire at them.

Ult Gravattack immediately put his hands in front of him, cupping them like he was holding an invisible ball. His three little moons circled his hands in a clockwise direction, moving faster and faster as gravity increased in the alien's hands.

Iron Man's HUD started flashing warning signs of the shift in atmospheric pressure and gravitational anomaly as the beam of fire grew closer.

The Armored Avengers eyes widened as a black hole suddenly tore open in the Planet alien's hands. A black void of concentrated gravitational mass.

Immediately the Flames of the Phoenix were sucked in as the black hole absorbed the attack like a vacuum.

Iron Man was shocked. Not only did the Alien Shapeshifter willingly create a singularity within Earth's atmosphere, but he's actually containing and focusing it. The black hole was only sucking in the flames of the Phoenix Force, while leaving everything else unaffected.

At this proximity, Iron Man should've been sucked into the event horizon almost instantly. But he wasn't cause Ultimate Gravattack had complete control over the gravitational field.

Once the Phoenix stopped its attack, the Evolved Alien clenched his fists, and the black hole dissipated like nothing had happened.

Ultimate Gravattack gave a cocky grin. "Oh yeah! Who's bad!?" He shouted in clear defiance of the Phoenix Force.

"Ben… You just created a black hole like it was nothing." The Armored Hero stated. There was a mixture of shock and awe in his voice.

Ultimate Gravattack turned to the Billionaire, and his grin grew even more sly. "You ain't seen nothing yet."

He then aimed his hands at the Phoenix again. His moons started rotating, only this time, spinning counterclockwise as the Evolved Alien focused his power.

The Cosmic Entity glared at the Alien Avenger and dived at his again. Its speed increased as it opened its beak like it intended to swallow him like a worm.

Energy glowed in the Planet Alien's hands as he aimed as the moons spun around him more intensely.

Just then, Carol appeared right in front of the Firebird, blasting a photon beam at full blast, striking the Phoenix in an attempt to gain its attention.

Ultimate Gravattacks eyes widened upon seeing her as he screamed. "CAROL MOVE!"

The Half Kree turned to face him, seeing the energy building in his hands. Her instincts kicked in as she dropped down.

A second later, Ultimate Gravattack fired. A beam of pure white energy erupted from his hands, tearing through the air like a lance of light.

The beam cut through the air so fast that Carol barely avoided it. Her fingertips grazed the beam's edge as it cut above her as she fell.

Striking swiftly and true, the beam collided with the Phoenix Force. Its cries shook the sky as an explosion erupted over the city. The shockwave was so intense that it knocked people off their feet and made everyone's ears ring from the power.

Iron Man and Carol had to shield their eyes from the intensity. Once the light died down, they again lowered their arms with Iron Man, shocked to his core. He didn't even need his HUD to explain what just happened.

"Th-That w-was a…" He said in a shaky voice.

"Yep. A White Hole." Ultimate Gravattack confirmed. "Every bit of matter and energy that was absorbed into a black hole blasted out all at once."

It took a few seconds for the Iron Avenger to gather his thoughts. At least enough to make a coherent sentence.

"W- When did you figure out how to do that?"

"Bout now-ish." The Evolved Gravity Alien shrugged nonchalantly.

Since meeting the Young Hero, Iron Man has been both amazed and terrified by the power that Ben wields. For someone who isn't even old enough to drink, being able to stand side by side with the likes of the Hulk and Thor was impressive enough.

But this… This was more than just a simple display of strength, speed or creativity. The Teen Hero could produce and control two celestial objects with relative ease. That kind of power, in the hands of someone who isn't even old enough to drink.

Iron Man wasn't sure if he should be impressed or terrified. But, he will keep this in mind for a later date.

Before the conversation could continue, Carol flew over to join the pair. The Blonde Agent glanced at the Evolved Alien with a curious look.

"So this is another Ultimate form?" She asked, seeing the Ultimatrix dial.

Ultimate Gravattack had no neck, as he was now just a big head with arms, but he attempted to nod all the same. "Yep."

She then looked up at the three moons orbiting him. "Don't take this the wrong way. But your little friends are kinda creepy." She gestured to their little faces. "They keep looking at me."

The Evolved Alien chuckled. "Well, can you blame them?"

A slight grin appeared on her face, even though she tried to hide it. But she couldn't hide that blush.

"They're just extensions of myself. Help handle my gravity field and make sure it doesn't go out of control." He explained.

"As much as I appreciate the rundown on this form, Geodude." Iron Man chimed in, interrupting the pair. "But, we're not out of the woods yet."

He pointed ahead as they turned to see the light from Ult Gravattack's attack die down. Revealing the Phoenix Force, motionless in the air.

Suddenly, the heroes felt a massive headache slam into their skulls. For Iron Man and Carol, it felt like a jackhammer was pressed against their foreheads. But, for Ultimate Gravattack, he just felt like his sinuses got clogged.

No doubt this was a telepathic attack in play. Fortunately, it was not as severe as Jean's attack. Unfortunately, that means the Phoenix Force doesn't want to beat them by knocking them out. Instead, it wants to beat them in a more personal matter.

Its eyes snapped open, and it glared at Ultimate Gravattack with such intensity that he could practically feel the heat. The Stepford Cuckoos' eyes glowed as well, all locked on him.

"What round is this now? 6 or 7?" She asked rhetorically, raising her hands in a fighting stance.

"Just keep hitting them until I say so." Ult Gravattack reiterated as he readied himself. "We just need to wear it down a little more."

Iron Man charged up his repulsors with a look of concern. "No offence. But this plan of yours. Seems the more we hit this thing, the stronger it gets. At what point does it start to wear down?"

"If I'm being honest. I don't know." The Alien Teen admitted. "But, we just need to buy a little more time. Trust me on this."

"You know I trust you completely," Carol said almost instantly.

The Armored Billionaire wasn't sure if that statement was directed at Ben or himself. Given her history, it makes sense that she would overcompensate at any given opportunity. But he'll let that slide for the time being.

"Sure, Ben. I got your back. Worlds about to end; what could I lose at this point?"

Ultimate Gravattack smiled; the faith they were placing in him felt reassuring. Not because it was his girlfriend and team leader, but because one was a spy who was trained not to trust anyone, and the other was a man who was a control freak with an ego the size of Jupiter.

Earning their faith made the shapeshifter feel more confident that what he was doing was the right call.

The Phoenix Force let out a shrieking battle cry before blasting a wave of cosmic fire at the trio.

"I got it!" Ultimate Gravattack yelled as he raised his hands, and the air around them rippled with gravitational energy.

Suddenly, the cosmic fire swerved away from the group and spun around them, forming a ring of fire. The Evolved Alien manipulated the gravity of the flames to put them in perfect orbit around the trio.

"What goes around, comes around!" He quipped as he punched his left fist forward, and the flames flew right back at the Phoenix, hitting it with its own power.

"Return to sender!"

The Phoenix shrieked again as it glared at the hero before flying straight at him.

Ultimate Gravattack quickly moved to intercept, manipulating the gravitational field as he did so. His trio of mini-moons followed close behind him.

Iron Man and Carol moved to support him, with the former pulling to the right and the latter going left. Moving in a wide arc around the two as they got closer.

Just before they collided, Ult Gravattack's moons moved in front of him. They generated a barrier of gravitational energy, which the Phoenix Force slammed into, generating a shockwave and ripping across the sky.

The Phoenix Force pushed against the barrier with full force, forcing the Evolved Alien back. Gritting his giant teeth, Ultimate Gravattack focused on his power while his moons manipulated gravitational energy to protect him. He knew it wouldn't last long; the Firebird's power was overwhelming. Even going Ultimate only decreased the power distance by a tiny fraction.

It's possible his only saving grace would be the Five Girls' struggle to control the Cosmic Entity.

Regardless, he just needed to keep it at bay a little longer until he could spring his trap.

Carol and Iron Man finally got into position and fired their respective attacks.

Iron Man diverted his full power to his uni-beam and fired a massive energy blast from his chest while Carol poured every ounce of her stored energy into her photon blast and unleashed it into one enormous beam.

Both energy attacks hit the Phoenix Force in the back. Aiming for the Five Girls. The Stepford Cuckoos turned around inside the Phoenix Force to face the attackers.

The Phoenix Force suddenly pulled back from Ultimate Gravattack's barrier, crying and thrashing like someone pulled on an invisible leash.

A strange sensation suddenly entered his mind. Ultimate Gravattack suddenly felt a flurry of emotions, confusion, panic, distress and above all, fear. Emotions that he's been feeling all night in one shape or form.

From the moment he returned to the X-Mansion, till now. He's been in a near-constant state of stress and dread. Afraid of every choice he made, given the stakes.

But why would he be feeling all these emotions now? He finally got his groove back and was at his most confident. There's no reason he should be feeling these emotions, let alone all of them at once.

His confusion was interrupted when the Phoenix Force thrashed once again as it reeled back, almost knocking it off balance.

Ultimate Gravattack then noticed the Stepford Cuckoos in the Phoenix's chest. The girls were facing away from him, towards Iron Man and Carol, who continued to attack the Cosmic Entity. This was the first time he'd seen the host facing a different direction to the Entity.

The Phoenix wanted to continue fighting against him, while the girls wanted to deal with the pair attacking them from behind. They were out of sync.

The girls then pushed forward, causing the Phoenix to cry out again.

Another wave of emotions flooded the Evolved alien's mind. This time, he could feel more frustration and fear at the forefront of his mind. The more the Phoenix Force protested, the more the emotions grew.

That's when it hit him. These weren't his emotions he was feeling. It was the Phoenix's. Somehow, the entity was broadcasting its emotions into his mind.

His eyes widened when he realised what was happening. The psychic bond he made between the telepaths seemed to extend to the Phoenix as well.

This provided him with the edge he needed, as he now knew that with their attention divided, he could spring his trap.

Lifting his arms, Ultimate Gravattack swung them over his head in a wide arc.

A roaring noise could be heard as Iron Man and Carol looked up, and their eyes widened from shock as they stopped their attack. The Phoenix Force looked ahead, and a surprised expression appeared on its flaming face. Finally, the Cuckoos turned when they sensed something from Phoenix. They also heard the roaring sound, and their collective expressions were gobsmacked.

Before them was a massive wave of water. Thousands of gallons of seawater rose from the sea into the sky and surged towards the Cosmic Entity.

The Cuckoos tried to command the Phoenix to move, but it was too late. The Airborne tidal wave enveloped the Cosmic Firebird. Washing over and wrapping around it.

Ultimate Gravattack focused as he controlled the gravitational field around the water. He formed a massive sphere of water with the Phoenix Force trapped inside.

The water bubbled as it boiled against the Firebird's flaming body. But Ultimate Gravattack kept forcing the gravitational field concentrated at the centre of the sphere, directly on the Phoenix. Increasing the pressure and compacting the water to the point where it almost looked solid.

The Evolved Alien forced his hands together as he increased the crushing pressure. If he could just push the girls to their limits, it'll put them further out of sync with the Phoenix and weaken that connection. So when Jean arrives, separating them from the Phoenix Force will be easier. He just needed to push a little harder.

Suddenly, a deadly red glow emitted from the core of his water sphere. Brighter and brighter it grew until the light shimmering from the centre resembled a giant eyeball. And it looked right at Ultimate Gravattack.

Pain shot through Ultimate Gravattack's head as the sphere burst, and the water vaporised instantly. For a brief moment, the sphere of water he had formed turned into a miniature sun that pulled the Evolved Alien into its gravitational field.

The mini sun eventually collapsed as the talon of the Phoenix Force emerged and grabbed Ult Gravattack in its claws. The cosmic flames scorched his crust skin as he screamed in pain.

Seeing the Alien Teen in trouble. Carol immediately blasted towards him and grabbed onto the flaming talon. Using her powers, she tried to absorb the energy from the Phoenix and use the power to increase her strength to pry him free.

The Cosmic entity looked down at the Teens with ferocious eyes as it prepared to blast them both.

Iron Man witnessed the events, and his breath hitched. From the fight, it's clear his current suit was not strong enough to put up a serious fight against this thing. But he couldn't call for another suit as there was not enough time for the suit to arrive to save them, and the comms system was experiencing too much interference to make that call.

All he had was the suit and equipment on hand.

The Phoenix riled back to deliver the deadly blow as Carol and Ben struggled in its grip.

The Armored Avenger clenched his armored fists as he looked at the Cosmic Entity with steeled resolve.

"JARVIS. You got the readings I need?"

"Data collection is at 87 percent capacity. Data analysis is at 55 percent." The A.I. replied.

"That'll have to do." Iron Man stated as he got into position. "Calibrate uni-beam to match the psionic energy frequency of the Phoenix. Then, divert all power from the arc reactor to the uni-beam. Including emergency backup and life support."

"Sir, diverting power from life support will…" JARVIS started to protect before Iron Man interrupted him.

"I know, JARVIS! Just do it! We only have one shot at this. So better make it count!" Iron Man barked at the program. His mind was already made up, he weighed the risks.

He can't contribute much in the long run of this fight. But, he can do this much for them at least.

His arc reactor glowed bright as he charged up his final attack.

The moment his HUD signalled that he was fully charged. He unleashed the full might of his uni-beam. A giant blue energy beam erupted from his chest piece and shot towards the Phoenix.

The beam impacted against the Comic Entity. The Phoenix cried out along with the girls, clutching their heads in pain. The beam's energy seemed to disrupt their concentration, causing the Phoenix Force's physical form to become distorted, almost seeming to fall apart from the frequency of the beam.

The semi-fluid form caused Gravattack to slip from its grip as Carol caught him and helped him get stable. The Evolved Alien's moons quickly used their gravikinesis to pull the heat energy away from his body, cooling him down and reducing the pain of the burns.

He groaned as his eyes fluttered open as he manipulated gravity to fly on his own.

Carol flew up to his eye level and placed her hand on his stony face in a comforting gesture. Making him look at her and smile as he raised his stony hand to caress her, with his hand practically able to hold her whole body in his hand.

Iron Man groaned in pain as his suit's energy depleted and his beam died down. The lights in his armor went cold, the suit went limp, and Iron Man plummeted from the sky.

Inside the suit, Tony could see the lights flash past the slits of his helmet as he struggled to breathe as he fell.

Ultimate Gravattack and Carol saw the Armored Avenger fall, and their eyes widened in shock.

Acting fast, Ult Gravattack raised his hand, used his power to catch the billionaire, and floated him gently down to a nearby rooftop.

The pair quickly flew down to join him as Carol kneeled and inspected him.

After a brief moment, Carol looked up at him worriedly.

"I-I can't feel any energy in his armor." She told him, and Ult Gravattack froze. An icy hand gripped his heart as his breath hitched in his throat.

No energy. Not even in his arc reactor. The very thing powering his heart. Without that, Tony wouldn't survive.

Reaching down, Carol tried to find a switch or lever that would open the Armored Heroes helmet. But she couldn't find it, so she resorted to pulling it off with her strength. Tearing the metal, taking care not to crumple it in a way that wouldn't hurt the man underneath.

Once removed, the pair looked down at Tony Stark's unconscious face. Unmoving and he didn't appear to be breathing.

Ultimate Gravattack immediately moved to tape the Ultimatrix dial to transform. Only for Carol to stop him.

"Ben, wait." She said quickly, raising her hands. "He still has a pulse. It's weak, but he's still alive."

"He won't be for long without his arc reactor. I need to recharge it." The Evolved Alien countered.

"You need to keep the Phoenix occupied. You're the only one left who's strong enough." She leaned next to Tony, and her hand started to glow with energy. "I'll look after, Stark."

The Alien Teen looked unsure, but Carol's look of reassurance, in addition to the cry of the Phoenix Force, made Ultimate Gravattack know she was right. He needed to keep his eye on the prize. If he hesitates now, then that means everyone will die.

"Ok." He said weakly.

"Hey," Carol spoke as she stood up and walked over to the planet alien, placing her hands on his large face and planting a kiss on his cheek.

Ultimate Gravattack looked down at her while she looked up at him with a loving smile.

"Now, go save the world, Alien X." She then winked at him playfully.

The Evolved Alien grinned as he clenched his fists and turned to face the Cosmic Entity just as it reformed into its original form and glared at the heroes.

Ultimate Gravattack charged at the Living Inferno, focusing his gravitational power into his right fist, increasing the gravity field more and more, increasing the mass as his little moons moved around his limb. Containing the gravitational energy as the Evolved Alien kept increasing the power to the point his arm was shaking from the strain.

Just as the Phoenix Force was in range, Ultimate Gravattack let out a mighty battle cry and sent his fist forward, delivering a powerful right hook to the Phoenix Force's face.

Striking the Cosmic Bird with the entire gravitational mass of the Sun.

Once more, the heavens shook as godly power rocked the city of New York and the Cosmic Entity was sent flying from the force of the impact.

In the midst of its ascension, the Phoenix Force blindly fired multiple cosmic fireballs that rained down on the city like meteors.

Ultimate Gravattack tried to use his powers to redirect them. However, he felt a wave of fatigue wash over him. He poured so much energy into those attacks that his body felt like lead.

Pushing past it, he waved his arms and deflected several of the meteors, sending them flying out of the city limits into the ocean.

But one meteor was heading straight for a city intersection. A pile of rubble was in the centre of it, and atop that rubble pile was Janet Van Dyne.

She was crouched over the rubble pile and seemed to be shifting through it. The meteor was heading straight for her, and she didn't seem to notice it.

Without a hint of hesitation, Ultimate Gravattack launched himself directly into the path of the meteor. His mini-moons had to carry him most of the way. He used his body to shield Wasp from the attack, and the fireball hit him dead on.

Pain seared across his body as he was knocked out of the sky and sent crashing just beyond the rubble pile.

The Ultimate Alien groaned as his consciousness slipped. A flash of green light turned him back into Gravattack; another flash turned him back into Ben.

He wasn't sure just how much time passed. But he could hear a faint voice calling out to him.

"Ben! Ben! Come on, wake up!" The voice called out, louder and louder.

This was soon followed by sudden motion as he shook back and forth rapidly.

His eye snapped open, and his vision cleared up to see Wasp looking down on him. Her hands gripped his shoulders as she shook him awake.

"Ben. Are you ok?" She asked, concern all over her face.

Ben shook his head as he looked up at her. Her face was full of concern, and tears were forming in her eyes.

The Young Hero smiled as he reached up and cupped her cheek in his hand. "I'm fine, Jan. Never better."

Relief washed over her face as Wasp let out a sigh. She hugged Ben tightly before placing him on the ground and standing up.

So much had happened, and the teen's head was so dizzy that he didn't even notice his feet were off the ground until he felt the solid ground under his soles.

Ben looked up at Janet as she towered over him… Wait, what?

Now that Ben's head was clearing up, the Teen couldn't help but notice that Janet was standing a few feet taller than him. Last he checked, Janet stood around 5 foot 4 inches, while he was 5 foot 7 inches.

Now she was currently standing at a good 12 feet tall, making him look up at her.

"You look different, Jan," Ben commented, giving her a once over. "Did you get taller?"

Wasp giggled as she suddenly shrunk down to her usual height. "Well, you did say I should use my growing power more often. The practice has really paid off."

Ever since Ultron, when Janet revealed that she could grow just like Hank. Ben encouraged her to practice using that power. At first, she was hesitant, but with Ben's support, she started to put in the effort and started to get used to this power. However, she can't reach the same heights as Giant-Man without getting tired. She's managed to increase her height to over 10 feet in just a couple of training sessions.

Ben smiled as he couldn't help but feel proud of the Size Changing Heroine. However, his praise will have to wait as his expression turns serious.

"What were you doing here, Jan? That fireball almost mudged you." Ben chastised as he then checked her to make sure she was ok. Fortunately, he saw no injuries on her, which was a relief.

"I'm sorry, Ben." She replied, taking a step back. "But I was a bit distracted."

She turned back to the rubble pile, and Ben followed her gaze as he realised what had her so focused.

Partially buried under the rubble is the battered form of Magneto.

The Mutant Villain's body was partially obstructed by debris, with his head, left arm and part of his chest visible. Mainly thanks to Wasp, who used her increased size and strength to move the debris.

His helmet was gone, and his costume was torn. His grey hair was partially stained red due to a cut on his head that trickled down his face.

Magneto lay unconscious in the debris, helpless and alone.

"I found him here. He's still alive, and he needs help." Janet explained as she looked back at the Teen.

Ben looked at the Master of Magnetism before looking down at Janet. After everything this man has done, the lives he's put in danger, even attempting to kill her multiple times this evening. Yet, she still didn't hesitate to help him.

Anyone who ever says that Janet isn't a real hero and is only in it for the thrills will have Rath personally introduce them to the ground.

Without saying a word, Ben gave Janet a quick one-armed hug as the pair walked over together and started moving more debris out of the way. Freeing more of Magneto's body.

After a minute of shifting, the Master of Magnetism started to stir as his eyes blinked open.

The moment he saw the pair, Magneto scowled at them in disgust. "Take your hands off me, you filthy humans." He hissed at them with pure venom.

Ben rolled his eyes as he and Janet ignored his insult and continued to work.

"I said, get away from me! The Superior race does not require help from a lower species." The Mutant Villain continued to spit at the pair.

"That's good. Keep talking," Ben responded as he removed a piece of rubble and freed Magneto's right arm. "Least we know you're conscious and coherent."

Magneto tried to raise his arms to use his powers to attack the Avengers. But, his body wouldn't respond. He was so weak and helpless. His strength had completely abandoned him.

As more of his body is freed, Wasp shrunk down and fluttered over to him. Her hand glowed with yellow energy as Magneto flinched, preparing for an attack. The Insect Heroine flew close to his eyes and waved her hand to each one.

"Both eyes are responding. Great, doesn't look like you have a concussion." She commented as she flew over his body. Inspecting him closely before flying away and returning to her standard size.

"Looks like he broke a few ribs. But his arms and legs are fine, and his head only has a minor cut." She stated to the Emerald Avenger.

"Great. We'll need to move him somewhere safe." He then walked over to Magneto's right, while Janet moved to his left as they both moved to grab him.

"Stay back. I need no pity from you." Magneto snapped at them as he tried to move away. But the sudden motion caused severe pain to shoot up his body. The Size Changer was not wrong about the broken ribs.

The Teen Hero sighed. "Look, dude, you can't stay out here. You're a sitting duck. We're trying to help you. You don't have to like it; you can insult us the whole way. But we're not just gonna leave you out here. So let us help you."

Magneto looked into the Alien Shapeshifter's eyes, searching for any sign of hostility or hatred. Expecting the same look that every human has given him since his power manifested.

But, to his surprise and confusion, he couldn't see it. All he could see was determination and sympathy in the Teen Hero's eyes. Like he really did intend to help him. Even though they are enemies. Even though he's human.

Ben and Wasp managed to hoist the Magnetic Mutant out of the rubble. Supporting him under each arm as they dragged him away to a safer area.

All while Magneto looked at them with confusion.

"Why?" He asked with stunned curiosity. "I am your enemy. I have attempted to kill you and conquer humanity. Why would you help me?"

The two looked at each other before the Teen smirked and looked up at Magneto. "Look, Dude. You may be a jerk. But that doesn't mean we're just gonna leave you to die."

"We're heroes. It's what we do." Wasp added with a little pep in her tone.

Magneto scoffed in response. "Heroes. Where were the heroes when mutants were hunted in the streets? Where were the heroes when Mutants were pulled from their homes? Where were the heroes when Mutants were imprisoned for simply existing?"

He glared at the pair as they started to feel pressure emanating from him. Pieces of metal started to rattle nearby.

A solemn look appeared on their face. It was hard to argue when he did have a point. The MRD has done some horrible things to Mutants. There's no denying that, and where were the Avengers?

"I'll tell you where we were," Ben responded, as Magneto and Janet looked at him, awaiting his answer. "We were out there saving lives."

This stunned Magneto for a moment before outrage replaced it. "How can you claim that when Mutants are suffering?"

"Are those Mutants dead?" Ben asked bluntly.

"What?" Magneto asked, taken aback by the sudden question.

"The Mutants that were imprisoned. Are they dead? Are they being killed?" Ben questioned, his tone becoming more aggressive.

Magneto wanted to confirm the Teens question. After all, Mutants have been killed at the hands of humans in the past, and he had no doubt that humans would exterminate them if given the opportunity.

But, as he pondered the question. Each mutant prison that he has attacked and liberated his fellow mutants from. The Mutants that have been taken and locked up. While treated unjustly, none of them have been murdered while in the custody of the MRD.

Due to his deal with Senator Kelly, each mutant was deported to Genoshia. Even when he found out the Senator was keeping the more powerful ones locked up, those mutants were still only imprisoned, never eliminated.

"No," Magneto admitted. "They are not."

"Exactly." Ben continued. "I'm not gonna argue that Mutants being locked up for no reason isn't unfair. But at least they're all still alive. That's more than a lot of other people can say. What we deal with, there's a lot of people, innocent people, that aren't as lucky."

He looked up at the city and the destruction around him. "The worst part is, knowing we can't save everyone. That there are people we can't see or reach." He turned back to the Mutant. "But we do what we can to save as many lives as we can. No matter who they are."

Magneto's expression softened a bit. The passion in the Young Heroes voice. That hopeful optimism that youth provides as they look for a brighter tomorrow. He remembered seeing that very same face on Charles in his own youth. When they were both young, naive lads, working on ideas to give Mutants a bright future.

How the years have changed them. Now Magneto knows the harsh truths of the world, what the price of freedom is, a harsh lesson that this boy will have to learn one day. How could he possibly understand what it's like when he never has to fear losing all he cares about?

"Plus, you have a family to get back to." Ben suddenly said, ripping Magneto's thoughts from his musings.

A pained expression is on the Young Heroes face as he thinks back to his first encounter with Magneto. The young green-haired girl with the same powers as her father. Her fearful expression when she saw him defeat Magneto right in front of her.

Ben cleared his throat before continuing. "I'm not about to let a family lose their father. Leaving them all alone when I can do something about it."

The tone of his voice, the look in his eye. This is a look Magneto has seen many times in his life.

Turning down an ally, Ben and Wasp led Magneto to an old mattress that had been thrown out the day before. It was a little dirty but in good condition.

"Not exactly five stars, but it's better than the sidewalk," Janet commented as they lay the Magnetic Mutant down on it.

"You should be safe here for now," Ben said before turning to Janet. "You gonna keep an eye on him?"

"That is unnecessary," Magneto stated as he sat himself up. "My strength is returning. And I will not permit anyone to guard me so that I may be imprisoned later."

The pair narrowed their eyes at the Mutant criminal.

"You're still a bad guy. You have to face justice for what you did." Janet argued.

"I will face justice when all those in power who've committed heinous crimes against my Mutant brothers and sisters are put on trial and brought to justice," Magneto responded. His vigour returning, albeit slowly.

"You have saved my life. I will acknowledge that much. But, one act of kindness does not erase a history of injustice and discrimination. So long as Mutants are hunted are threatened. I will be there to fight for their freedom."

In response. Ben walked over to the Master of Magnetism and kneeled so he would be at eye level with him and meet his steely glare with his own ironclad stair.

"And when you threaten innocent lives. Regardless of who they are. I'll be there to stop you." He said as his emerald eyes stared into Magento's grey eyes.

The pair held their gazes, unflinching, before Ben smirked and walked away. Leaving the Mutant Villain to rest and recuperate.

"You sure we should leave him like that?" Wasp asked as they walked down the street.

"Yeah." Came Ben's reply. "We have bigger things to worry about than him."

A rumble from above them drew their attention. Wasp's eyes widened in fear, while Ben's eyes narrowed as they saw the faint glow of the Phoenix Force diving down from the atmosphere.

Ben clenched his fists as he tried to think about his next move.

Only to feel Wasp grip his sleeve as she trembled in fear. "I don't get it. We threw everything at this thing. How is it still going?"

The Alien Teen placed his hand atop hers and gently patted her to reassure her. "It's an Ancient Cosmic Entity, Jan. It probably could've destroyed the Earth from the start if it wanted to."

That didn't ease her mind at all as her grip tightened. "So what? It's been toying with us this whole time?"

"No," Ben stated. "More likely, it's because its current host is incompatible. Really, I think it's the only reason we're all still alive."

"Please. Please tell me you know how to beat this thing?" She pleaded, her body trembling like an earthquake as she shrunk further behind Ben.

Ben wasn't sure how to answer her. He hit that thing with one of his strongest attacks, and it didn't even scratch this thing. He got winded just punching it out of the Earth's orbit, and the Phoenix just came right back for another round.

At this point, it was a battle of stamina. Whoever runs out of steam first. Ben is limited as to how long he can go while the Phoenix Force is energy incarnate. It'll never tire, never stop. Not as long as it has its host.

They still had a chance with their plan. But, until Jean and Emma get here, he must wear the Cuckoos down. How does he outlast a being with limitless power?

Suddenly, an idea formed in his head. It was risky because he hadn't practised with this one for very long. But, at a time like this. It's sink or swim.

Reaching up, he activated the Ultimatrix and scrolled through the aliens until he found what he sought. Slamming the dial down, the Teen Hero transformed into Chromastone.

Wasp looked at the crystal alien and quickly put together what he was planning.

"You're gonna try and absorb it? Can Chromastone even handle that much power?"

"Probably not," Chromastone admitted. "But I'm not aiming to absorb its power."

He then taped the dial again. Four spikes popped out, and a wave of green energy washed over him. His body became broader, turning grey, with flakes of crystals sprinkled across him, resembling kimberlite. His arms grew thicker, resembling Diamondhead's. His crystals turned from magenta into a multicoloured prism that appeared to change constantly depending on the light.

The crystals on his back grew larger and longer and angled towards the sides, resembling a pair of wings. Finally, his head changed as it grew broader, with his stony brow arching more over his eye like a hood. Crystals formed over his mouth and eye, turning it from a circular eye into a triangular slit, making his face resemble that of a knights helmet.

"ULTIMATE CHROMASTONE!" The new Ultimate Form cried out.

Wasp looked at the new alien in awe. His crystals shimmered in the light, his grey stone body looking like armor, thick and strong and the wing astatic. She wasn't much for designing armors, but seeing this made her consider doing a collaboration with Tony on a new set.

"Wow. This one's new." She stated.

"Yeah, been wanting a bit more time to practice with him. But no time like the present." The Ultimate Alien explained.

A concerned expression appeared on her face. "Really, you're gonna use a form that you're not familiar with? Are you sure you don't want to use one that you know how to control?"

"Trust me. This is the best choice." Ultimate Chromastone stated. "Besides, I don't have to win. I just need to hold out for a little longer."

He turned to her and put his large hand on her shoulder. She expected the crystals to feel cold, but they were warm to the touch.

"I need you to go and find the others. They're gonna need you if they ever hope to make it through this."

Wasp looked up at him with a confident smile as she nodded before shrinking down and flying up to his visor.

"Go pluck that Turkeys feathers, Ben. Thanksgiving is coming up, and I'll need something for the oven." She said with a confident smile.

While his face is motionless, she could tell he's smirking under that mask. "You got it!"

With that, Ultimate Chromastone shot into the sky. Flying at incredible speeds, he easily cleared the skyline in seconds and blasted straight towards the Phoenix Force.

The Cosmic Entity glared at the Ultimate Alien and shot towards him. Its beak opened as it cried out before opening its wings and extending its talons to strike the Alien Avenger.

Ultimate Chromastone balled his right fist and cocked it back. His body glowed with rainbow energy as he prepared to strike the Firebird.

Just before they made contact, Ultimate Chromastone vanished in the blink of an eye. Surprising the Phoenix Force as, the Evolved Alien appeared behind it as he shot his fist forward and fired a powerful rainbow beam into the back of the Firebird's head.

The Phoenix cried out in shock from the blast as it turned around to counter, only for Ultimate Chromastone to disappear once more, reappear behind the bird, and blast it again.

Enraged, the Phoenix Force blasted fire at the Alien Teen in an attempt to hit him. But Ultimate Chromastone vanished again. Once again, appearing behind it, preparing to strike again. However, the Phoenix Wasn't about to fall for that again as the girls spun around within the chest and blasted a beam of fire at the Evolved Alien.

Focusing his power, Ultimate Chromastone disappeared to avoid the flames.

It appeared as if the Evolved Alien was teleporting all around the Cosmic entity. That wasn't the case. Instead, Ultimate Chromastone is converting his body into light energy and moving to a different area at the speed of light. Moving so fast, he's invisible to the naked eye. Unfortunately, he can only travel in a straight line at this speed.

Ultimate Chromastone dashed around the Phoenix again to attack. Repeating this hit-and-run tactic to keep the Firebird's attention.

But the Phoenix would not tolerate this disrespect as it flared its wings, and the air became distorted.

Ultimate Chromastone entered his light form again to get behind the Cosmic Entity. However, he found himself unable to move. A strange sensation ran through his body like he was trying to move through a swimming pool filled with tar. Despite being in his light form, he wasn't moving. In fact, he actually felt himself being pulled backwards.

Looking behind him, Ultimate Chromastone could see the distorted air being concentrated into one spot. It only took a second for the Alien Avenger to realise what was happening.

That was a gravity well. That's why his light form wasn't moving; the Phoenix Force manipulated gravity just as he did as Gravattack to trap him in a gravitational field.

This was a far cry from the typical cosmic fire the Phoenix had been throwing around all evening. It seems that the Girls are awakening more of the entity's power.

Ultimate Chromastone could swear he saw a malicious grin on the Phoenix's face. Like the Cosmic being was gloating that it got the Alien Shapeshifter with a move he'd used against it earlier.

With him trapped, the Phoenix Force unleashed a beam of cosmic fire at the seemingly helpless Alien.

However, Ultimate Chromastone reached his left hand out and allowed the beam to hit him. The energy flowed into him as he manipulated the energy's flow from his left hand to his right.

His right hand glowed as rainbow energy flowed out of his palm, swirled around and solidified as it took the shape of a large hammer, resembling a giant Mjolnir.

Focusing on his construct, Ultimate Chromastone swung his arm, and the hammer followed his movement. Striking the Phoenix with tremendous force.

"Hehe." The Evolved Alien chuckled. His energy hammer dissipated into nothing as he released the energy.

Years of evolution pushed Chromastone into the perfect energy conduit. Ultimate Chromastone is capable of channelling any energy directed at him, which he can control and bend to his will. Creating constructs made of energy or simply filtering energy through his body and converting it into a different form that he can radiate from his body in any form he chooses.

However, as a drawback, Ultimate Chromastone can no longer absorb energy. At least not in the same way as his base form. He can temporarily hold some power in his body, but he needs to channel it between the six crystals on his back constantly. Like a circuit board. If Chromastone is a battery, Ultimate Chromastone is a lightbulb.

The Phoenix Force rallied itself as it flew right at Ultimate Chromastone. The Alien Avenger responded in kind and shot towards the Firebird. His fists glowed as he channelled the around him to form a broadsword in his right hand and a kite shield on his left arm. Completing the knightly look of this Ultimate.

The Phoenix cried as it reeled back and shot out its talons. Ultimate Chromastone raised his shield and blocked the attack. He uses his power to channel the Phoenix's power and strengthen his sword as the energy blade glowed brighter, obtaining a flaming aura before he slashed the Cosmic Beast with his weapon.

Channelling the same power as the Phoenix, the blade sliced through the Firebird's cosmic flames. The Phoenix cried out in pain as its left wing was cut off by Ult Chromastone's cosmic-charged sword.

Behind his crystal faceplate, the Alien Avenger smirked. It seems the Phoenix can't defend itself from its own power.

A pulse of psychic energy exploded from the Entity, blowing Ultimate Chromastone away and causing him to drop his constructs. He steadied himself in the air as he witnessed the Phoenix Force reform its lost wing.

It then glared at the Alien Shapeshifter with Primordial Rage. Before, the Cosmic Entity likely considered him a mild annoyance. A buzzing fly that it was trying to swat away while it tried to go on with its day. But now, he's hurt it. This fly turned into a hornet that had just stung the Firebird.

The Ultimate Alien could feel the pressure change as the flames flared, becoming red like blood. Despite the menacing aura the Phoenix Force presented, Ultimate Chromastone held his ground and took a fighting stance.

With a flap of its wings, the Phoenix unleashed multiple fireballs at the Evolved Alien. Ultimate Chromastone reached out and absorbed the first fireball, channelling the energy to generate an enormous energy tennis racket, which he used to swat the remaining flaming spheres back at the Phoenix, using backhand and forehand strikes before sending the last one right into the Phoenix Forces face with an overhead spike.

"Thanks, Julie." The Ultimate Alien whispered as he was reminded of the sparing matches that he used to have with her.

However, his bittersweet memory was interrupted when he noticed the energy field flowing around him.

Too late, he was enveloped in a sphere of psychic energy. A telekinetic bubble surrounded him and started to move in, threatening to crush him.

Ultimate Chromastone pushed against the sphere, using his power in an attempt to channel the energy and disperse it. However, the Phoenix Force kept feeding the sphere, so the energy that Ult Chromastone drew away was quickly replaced in an endless cycle.

His limbs started to compress as the pressure grew. Thinking fast, Ultimate Chromastone concentrated and channelled the energy through his body, but instead of converting it to a different energy, he let the energy flow through him like a conductor and let his flow back into the sphere.

Feeling the energy flow, he sensed for any power fluctuations in the bubble to find the weakest point. Adjusting the flow, he accumulated and manipulated the energy flow to the base of the sphere, thinning the telekinetic layer around his back.

Once he felt the layer was thin enough, one of the crystals on his back glowed and floated out of his back, puncturing the telekinetic shield. The crystal levitated away from the sphere and manoeuvred around the Phoenix Force until it was right behind the Cosmic Firebird.

The moment it reached its destination, the crystal took aim at the Firebird, glowed brightly, and fired a beam of energy into the Phoenix Force.

While it wasn't a powerful beam, it was enough to distract the Phoenix Force long enough for Ultimate Chromastone to bust free of his prison.

He quickly zapped behind the Phoenix, and his crystal reattached to his body. His right hand glowed with energy, and he blasted a beam of energy at the Phoenix Force's neck. The beam then curved and wrapped around the Firebirds throat like a lasso.

Ultimate Chromastone grabbed the energy construct and yanked on it, pulling himself to the Phoenix, landing on its back as energy flowed out from his feet, wrapping around the Phoenix, forming into an energy harness as Ultimate Chromastone turned his lasso into a set of reins.

The Evolved Alien cracked the reins as the Phoenix cried out in outrage.

"Heyaw! Get along there, little doggie. Heyaw!" The Alien Avenger cried out as he cracked the reins once more.

The Cosmic Entity thrashed around as it jolted from side to side like a bucking bronco.

A mighty pull on the energy reins, and the Phoenix Force was pulled off balance. The Cosmic entity moved to correct itself as the Evolved Alien cracked the reins again, and the Phoenix flew forward, diving down to the city. Its course took them straight for a building.

Ultimate Chromastone pulled to the left, and the Phoenix responded. Weaving to the left and avoiding the tower, he continued to guide the Cosmic Firebird through the streets, flying low to the ground before pulling up to gain altitude and repeating the action.

From within the Phoenix Force's chest, the Stepford Cuckoos glared at the Evolved Alien with annoyance as they tried to blast him off with a beam of cosmic flames. However, the energy directed against him, Ult Chromastone took that energy and channelled it into the crystals on his back while diverting the rest into his energy harness and reins, strengthening them and giving him more control as he guided the Phoenix down another series of streets.

As he guided the Cosmic Entity, Ultimate Chromastone looked around the area as he searched for an open area. Eventually, he flew over a park with just enough space. He prepared to make another pass when he felt an immense pleasure coming from under his feet.

The Phoenix Force was really not enjoying being taken for a ride. It's energy output was starting to outpace his ability to control the energy flow. Pretty soon, she'll overload his ability. So he'll need to act fast.

Concentrating and harnessing as much power from the Phoenix as he could. Ultimate Chromastone blasted energy from his body that formed into multiple tendrils that wrapped around the Cosmic Bird in an umbrella-like fashion as a circular disc formed underneath it before the Evolved Alien launched himself off the Phoenix Force and got outside his construct before it was completed.

Looking back, Ult Chromastone couldn't help but grin at his creation. A giant energy birdcage, with the Phoenix Force trapped inside.

The Cosmic Entity looked around at its prison before giving the Alien Shapeshifter a deadpanned expression. Even an Ancient Primordial Force of Nature seemed to understand a visual gag when it saw it. And it was not amused.

Fortunately, before the Cosmic Entity could attempt to break free from its confinements. Ultimate Chromastone felt a tingling sensation in his mind. A familiar sensation that could only mean one thing to the Evolved Alien.

In one fluid motion, Ultimate Chromastone grabbed the energy beam connecting him to the giant birdcage, swung the construct over his head, and whipped it towards the park.

The massive construct crashed in the centre, dissipating and leaving the Phoenix Force sprawled out on the ground.

Landing on the edge of the park, Ultimate Chromastone launched all six crystals from his back, which flew towards the Phoenix Force and surrounded it. The Evolved Alien then fired a beam of energy into one of the crystals, which fired a beam into another crystal, which linked to another until all six were connected by the beams.

The crystals generated a giant energy sphere that trapped the Phoenix inside.

The Cosmic Entity screeched as it blasted the energy bubble with cosmic fire. The crystals glowed as they filtered the energy into them, passing the energy from each other, before one of them fired a beam at Ult Chromastone.

Raising his free hand, Ultimate Chromastone caught the energy beam, allowing it to flow through him before he fired it back to complete the circuit. Using the Phoenix's power to strengthen the shield and keep it contained.

The roar of a car engine sounded from behind him as the Ultimate Alien turned his head to see the Mark 10 appear from around the corner. The black and green sports car ripped across the street before executing a perfect skid into a parking spot on the sidewalk.

From the driver's seat emerged X-23, with Cyclops exiting the passenger side and Jean and Emma opening the back doors. The moment the telepaths saw the scene before them, their eyes widened in shock.

"He actually contained the Phoenix Force?" Emma gasped, her jaw almost falling open.

X-23 glanced at the White Queen with affronted expression. "Never doubt, Ben."

She then turned to the Alien Avenger, and her expression turned to worry.

"We have to move fast," Jean said, her powers allowing her to tune into Ultimate Chromastone's pain. He's gone through so much, and she can't let him suffer like that.

"Are you alright, Ben?" Cyclops asked the Teen Hero.

Ultimate Chromastone groaned as he struggled against the Cosmic Entity. "I've had better days." He struggled to shout as he focused on keeping the Phoenix contained.

Seeing her friend in pain, Laura wanted to run to him and help him. But the power running through him, coupled with the distorted air around his body, let the Young Mutant know that his body was giving off an incredible amount of heat.

Touching him in his current state would result in severe burns on her body, even with her healing factor. The pain would be intense, and it would only cause Ultimate Chromastone more stress.

"Hey, Laura," Ult Chromastone said in his strained voice. "How was the drive?"

"Silent and awkward," Laura answered quickly and honestly.

While she's not one for quipping or jokes in a fight like Ben is, she knows how the Alien Teen uses humour to mask his fears and stress. He needs this to distract himself, so she's more than happy to oblige him.

The Alien Teen chuckled. "Yeah, I can imagine. Some tension. You should try those. Icebreakers I. Taught you."

"I did. However, no one responded when I asked if their refrigerator was running."

While she couldn't see his face behind that crystal mask. She knew he was smiling and trying not to laugh.

"That was. For prank calls, Laura."

"I know." She responded with a slight grin.

That time, he couldn't stop himself from chuckling. "Ok. You got me."

"Is this really the time?" Cyclops asked, slightly annoyed. The stress of the evening and what was about to occur weighed heavily on him and reduced his tolerance for humour to zero.

"Oh yeah." Ultimate Chromastone answered as he stood tall, and his body glowed brightly before he increased the intensity of his beams. "My spirits have been lifted. Thanks, Laura."

The Young Mutant nodded in response.

With that, the Crimson Telepath turned to the Blonde, who nodded as they both moved to opposite ends of the park, with Ultimate Chromastone and his energy sphere between them.

Emma looked into the force field through the Cosmic Entity and focused on the Five Girls floating within it. The girls looked like they were in pain. Clutching their heads and curling up into a foetal position. Worry gripped the Ice Queen's heart as she fought the desire to jump into the inferno to reach them.

Reaching to her forehead, Emma focused her Telepathy. Ult Chromastone turned his head to see Emma place her hand on her brow. His control over energy also extended to his eyes as he saw blue psychic energy form around her head. Six arcs of energy flowed over her blond hair like an arc before, combining in the centre of her forehead, and a beam of psychic energy fired from her mind and connected to the Stepford Cuckoos.

Upon contact, the Girls raised their heads, their eyes widened, and they all turned towards Emma. Similar arcs of psionic energy formed around their heads as they collectively started moving towards the White Queen, reaching their hands out to her. Emma mirrored the action and started moving closer to the force field, almost as if she were in a trance.

Meanwhile, Jean mimicked Emma's action, and a flaming pink aura surrounded her head before she fired at the Phoenix Force. In response, the Firebird dug its talons into Ultimate Chromastone's energy field and pushed itself towards Jean.

Despite the Evolved Alien's best efforts, the flaming talons punctured through the forcefield, breaking the barrier. The entire field started to fade before Ult Chromastone could realign his crystals and direct the flow of energy to turn the sphere into a dome.

The pain was unimaginable as the Phoenix's power continued to rise. But he fought through the pain as he opened a hole between Emma and the girls.

So far, the plan is working perfectly. Emma draws the girls to herself using her connection to them. Once she manages to sever their connection to the Phoenix Force, Ultimate Chromastone launches the Cosmic Entity into the atmosphere and destroys it once and for all.

He grunted as the Phoenix continued to push itself towards Jean, like a love-sick pet trying to return to its owner.

It was so desperate to reach the red-haired telepath that Ultimate Chromastone could feel the energy of his shield starting to flow against his instructions. Making it harder for him to contain it. But, he just had to hold on a little longer.

"Ben!" A voice cried out from behind him as he turned his head to see Carol arriving. She was supporting a conscious Iron Man as she floated down with him.

She quickly put him down and rushed over to him. A worried look on her face. Only for Cyclops to get in her way.

"Sorry, miss. But I have to ask you to stay back. We can't have anyone interfere." Cyclops stated.

The Kree hybrid glared at the One-Eyed Mutant. "What is going on here?"

"Carol." The SHIELD Agent turned to see Laura walking towards her. Her eyes narrowed at the Cloned Mutant.

"Ben is at a delicate stage of the plan. He needs to focus." She explained.

"Focus!? He can barely stand!" Carol protested before forcing her way past Cyclops.

"He can't handle all that energy alone." She reached out her hands to the Evolved Alien.

Cyclops quickly went for his visor, only for Laura to stop him.

"You might hit Ben. Or knock her into him." She looked up at the One-Eyed Mutant. "She's worried about someone she cares for. I am sure you can understand that."

Cyclops looked down at the raven-haired girl, and his hand clenched. He couldn't believe he was about to attack a teenage girl. All because he wanted to protect Jean, he failed to see that he wasn't the only one whose loved one was in danger.

He made a mental note to apologise and make amends to her and Ben once this ordeal was over.

Over by Ultimate Chromastone, Carol ran up behind him and reached out her hands. "Don't worry, Ben! I'll ease the pressure off you."

"Carol, wait!" Ult Chromastone yelled, but it was too late.

Her hands pressed against his Kimberlite back as she tried to absorb some of the energy he was syphoning. Only for her to jump back in pain with a yelp. Her body glowed brightly as he looked down at her hands in shock.

She was only in contact with him for a brief second and immediately charged up to her limit. Carol looked up at Ultimate Chromastone in shock. He was handling all that power by himself, and the Phoenix Force was pouring more energy into him.

"Ben." She whispered, her fear barely being contained.

"Are you ok?" He asked, turning his head to check on her.

Her heart ached from his words. He was channelling more power than all the Earth's Nuclear reactors combined through his body, experiencing more pain than any human should be able to handle, yet he was more concerned about her safety than his own.

"I-I'm fine, Ben." She informed him.

Ult Chromastone wanted to let out a sigh of relief, but the strain prevented him from relaxing.

The sound of a car's engine drew Carol's attention, along with Cyclops and X-23. They turned in time to see a pickup truck round the corner with Captain America behind the wheel. Hawkeye was in the passenger seat, and the remaining Avengers and X-Men were sitting in the trucks tray.

"Jean!" Wolverine cried out as he jumped out of the truck and started running towards her.

"Logan, No! You can't get close!" Cyclops yelled.

"Outta my way, Summers!" The Clawed Mutant barked as he continued to rush towards the Crimson Telepath.

Only for Cyclops to get in his path.

While they argued behind him, Ultimate Chromastone continued to focus on his task. The Two Telepaths before him continued to use their powers to pull their respective targets towards each other.

The connection between the Phoenix Force and the Cuckoos was stretched thin as the Girls were so close to Emma. Emma's hand reached out to the nearest girl, their hands so close to each other. A layer of cosmic flames stood between them, but Emma was more than willing to brave the flames to reach them. Just one more step, and she would have the girls in her arms.

Suddenly, just before she could make contact. The Phoenix Force's eyes lit up like high beams as it cried out and unleashed a massive psychic wave that blew everything away: concrete, debris, metal fences, cars and superheroes.

A psychic explosion that tore up the entire park and sent everyone flying. Ultimate Chromastone was blown back with such force that he rocketed into Laura, sending both flying into the sky towards the nearest building.

Acting fast, Ultimate Chromastone pivoted in the air and wrapped X-23 in his arms as they crashed into the building, blasting through the walls, colliding with the ceiling before blasting through to the roof, finally losing their momentum as they tumbled across the rooftop before finally coming to a stop.

Fatigue started to settle into the Evolved Alien. The strain of channelling all that energy was so intense that when he finally stopped, the sheer exhaustion hit him so hard that his mind felt hazy.

"Ben! Ben! Wake Up!" Laura's voice cut through the haze as Ultimate Chromastone's eye glowed as he saw Laura on top of him. Her hands were placed on either side of his head.

"Ugh." The Evolved Alien groaned as he raised his head to look at her. "I'm starting to make a habit of this." He said humorously before getting into a sitting position.

Looking down, he saw he was still in alien form, which he was grateful for since it meant he could still fight.

"I swear the moment this is over, I'm sleeping for a week."

"That would be a coma. Something I would not recommend." Laura responded in a blunt tone.

Ult Chromastone brushed past that comment as he got to his feet. X-23 helped steady him, though he didn't need it but appreciated the gesture.

An explosion, followed by the Phoenix's cry, drew the pair's attention as the Alien Avenger and Cloned Mutant rushed to the edge of the building.

From that vantage point, Ultimate Chromastone could see the park's remains. Or, more accurately, the former park, as the entire area was now a giant crater.

The Phoenix Force was in the sky once more. Where everyone else is, he couldn't tell. But what he could make out was the flow of energy accumulating in one area.

That's when he saw Jean Grey flying above the city streets. Her arms were outstretched on both sides of her body, like she was presenting herself to the Cosmic Firebird. Her red dress flowed in the wind as she elegantly glided across the air.

It didn't take the Alien Teen long to figure out what she was doing. After the initial plan failed, Jean intended to sacrifice herself to the Phoenix Force. Give herself up to destroy the Phoenix herself.

Upon seeing her, the Phoenix Force let out a cry. The Stepford Cuckoos inside it screamed in pain as the Firebird charged straight at her.

As noble as her actions were, Ultimate Chromastone couldn't just stand by and let this happen. He promised to protect her, and that's precisely what he'll do.

But before he could make a move, a crimson beam fired from the streets below, hitting the Phoenix dead on and unleashing a shockwave that knocked Jean and the Phoenix out of the sky. The latter caught itself and carved out a long trench through the city before ascending to the sky, while the former landed on the ground in a heap.

Ultimate Chromastone tracked the source of the beam and saw Cyclops running towards Jean. The Crimson-Eyed Mutant stood before her, his hand to his visor as he prepared to attack the Phoenix Force again.

Seems the Alien Avenger wasn't the only one who wasn't a fan of Jean's self-sacrifice plan.

However, it seems Cyclops's planned to sacrifice himself to stop it. A dude who can fire concussive energy from his eyes willing to face an Ancient Primordial Force all to protect the woman he loves.

Any critiques the Alien Shapeshifter had against his character were laid to rest cause this man has earned his respect from here on out.

Still, he wasn't about to let him throw his life away either.

But what could he do?

The Phoenix Force is wilder than ever, and its power has only strengthened. He hit it with some of his strongest attacks, and they barely did anything.

Was it time for a last-ditch effort? Did he have the time to pull that off? Does saving the world mean risking the lives of the Avengers and X-Men? Will any of this save the future or doom it?

What should he do?

Time was running out. The Phoenix dove straight at Cyclops, his crimson beams no longer slowing it down.

From the side of the street, he could see Emma running towards him.

"Ben." Laura's hand touched his crystal arm as he looked at her. Her eyes were soft as she gave him a reassuring smile. "You know what to do. I trust you with my life."

Upon hearing those simple words, everything became clear to the Ultimate Alien.

Placing his hand atop hers, Ultimate Chromastone nodded to her. "Thanks, Laura."

She nodded back and then moved away from him.

Ultimate Chromastone braced himself on the ledge, lowered his head, and sighed as if mentally preparing himself.

"Sorry about this, Laura." He said to her, earning a confused look. "I just wish I had more time."

Her eyes widened as she reached out to him, wanting to ask what he meant by that. Only for his body to glow. And in a flash of light, the Ultimate Alien was gone.

---

Down below, the Living Inferno shot straight towards Cyclops, his crimson beam firing at full force, but it had no effect as the Phoenix tore through it.

Cyclops refused to back down. That thing was after Jean, and the only way he'd let it take her is over his cold, dead body.

Suddenly, something hard slammed into him and knocked him aside. The One-eyed mutant looked up to see Emma standing between him and the Phoenix.

The blonde telepath gave Cyclops a warm, loving smile before turning to the Phoenix, arms raised on either side.

This was her final act. She knew this was the only way. The Phoenix needs a host to survive. Its bond with the girls is already weak, and its target is Jean. By taking the Phoenix in herself, she can shift to her diamond form and contain it for a brief time before its power shatters her.

After everything she's done to Scott, Jean and the other X-Men, sacrificing herself was the only noble thing she could do to redeem herself.

Her only regret would be that she wouldn't be there for the girls.

The Phoenix Force bore down on her, and she prepared to face her ultimate fate.

Suddenly, a bright light flashed before her, followed by a flash of green light as a shadow cast over the White Queen, who's eyes widened as Chromastone stood before her.

Before she could react, the Phoenix Force collided with the crystal alien, and he proceeded to absorb the Cosmic Entity into his body.

A shockwave blew past Emma as she fought against the gale-force winds. The flames flowed into the alien, and the girls cried out in pain as the power left their bodies.

Silence followed as the thud of five bodies fell to the ground.

Emma looked to see the Cuckoos lying unconscious on the street before her. Her eyes then drifted to the Alien Avenger, who let out a loud groan in pain as his body glowed with rainbow energy, and he wrapped his arms around himself and doubled over.

"Oh, man. Immediately regretting that!" Chromastone groaned in pain as he stumbled on his feet.

"Ben." Emma gasped. "W-What have you done?"

The Alien Teen chuckled as he raised his head to her and forced a smile. "Don't act so surprised. I'm a hero. I save. Gah! The damsel in destress."

Cracks started to form on his body as his rainbow energy started to turn into a flaming aura.

Tears formed in her eyes as Emma was still reeling from the shock. "Why, Ben? Why would you do this? I don't deserve this, not after what I've done. Why?"

Chromastone smiled at her, fighting off the pain long enough to make it genuine as she looked up into his eye.

"It's like. I said before. Doesn't matter what you did. It's what you do after." He struggled to get the words out as the power grew inside him. More cracks formed across his body as cosmic flames started spilling out of him.

"BEN!" He heard Carol's voice and turned to see her running towards him. Her energy was depleted, and her eyes were wide in shock.

A similar scream followed hers as Wasp ran from the other side, with the remaining Avengers and X-Men present.

Even Hulk was back on his feet. His healing factor was working overtime. He wasn't back to normal, but he at least had skin and was green again. Though he still looked weak as he limped along with the others, Thor was supporting him.

Chromastone wasn't sure when Thor returned to the scene, but he was glad he was up and about.

A surge of pain caused the Alien Hero to drop to his knees as Carol and Wasp rushed to him.

"Ben, Ben, can you hear me? What's happening, Ben? What's wrong with you?" Wasp asked, her worry ringing through his ears. He could see tears in her eyes as no doubt he looked awful to her.

Carol looked no better as she was frantic. "What have you done, Ben? Please tell me you didn't do what I think you did?"

"What? What did you do? What?" Wasp looked between the two teens in a panic before grabbing Carol's shoulder and shaking her. "What is he doing? Did you put him up to this? What's happening to him?"

"Janet." Chromastone weakly called to her, causing her to stop. "Not. Her. Fault. This is. The only way."

Wasps and Carol's eyes widened as a piece of his body broke off and more cracks covered him.

"Ben, no," Carol whispered.

He could see their worry; it was painful to see, more so than the destructive power coursing through him. He needed to ease their concern.

"I'm. Sorry." He struggled. "I wish. I had. More time. Too… Argh!"

His body flashed as cosmic flames surrounded his body.

"Ben!" The two women screamed as they could feel immense pressure coming from him. The ground cracked as light shone through the cracks on his body.

Chromastone groaned as he got to his feet and stood tall. Raised his head to everyone present. All eyes on him as the Teen gave them a cocky smirk.

"I'm sorry." He said to them.

"Ben, No!" Carol screamed as she reached out to him. But it was too late.

Chromastone blasted toward the sky. Like a rocket, a trail of rainbow energy flowed behind him as he climbed higher and higher, shooting past the clouds. His body cracked and fell apart as cosmic flames burst from him, turning his rainbow trail into a red and yellow flaming one.

The Ultimatrix dial flashed and beeped, and a flaming aura surrounded the symbol, but the Alien Hero didn't notice. His focus was just to keep going.

When he finally reached the upper atmosphere, Chromastone raised his arms into a T-pose and let out a massive scream. Energy erupted from his body as he shattered into a massive explosion of cosmic energy that lit up the sky.

Those who witnessed the explosion saw the massive fireball take the form of the Phoenix, letting out one final cry before it faded into nothing.

The threat has been eliminated. The Phoenix Force is gone.

---

Down below, there was silence. There were no cheers of victory, sighs of relief, or even a soft thud of someone sitting down.

The Avengers and X-Men, who were present and still conscious, looked to the sky in shock and horror.

Ben Tennyson, their friend, ally and teammate, just made the ultimate sacrifice to save not only them but the whole world.

No one dared move, they all stood motionless, baited breaths as if waiting for the Young Hero to fly back down with his usual cocky grin and make a funny quip that'll lighten the mood.

But, they saw nothing. Just the empty silence of the night air.

Suddenly, they heard the pitter-patter of something hitting the ground. It almost sounded like rain, but there were no clouds anymore. The explosion cleared them. Upon closer hearing, the impacts were hard, like someone throwing pebbles in the street.

A tink on Iron Man's armor drew the Billionaires attention as something hit his armor. Holding out his palm, Iron Man caught one of the falling items in his hand. He opened up his palm to see what he caught. A small purple crystal. The same as Chromastones.

His breath hitched in his throat as his hand started to shake.

Captain America watched the Armored Hero as he put together what he saw.

A loud clang drew everyone's attention as something big, heavy, and metallic bounced across the street before rolling to a stop in the middle of the road.

Walking towards it, Carol investigated what fell, and an audible gasp escaped her lips. The Kree Hybrid then started sobbing as she dropped to her knees.

The gathered heroes all rushed to her side, looking over her shoulder to see what she was looking at. A collection of gasps followed when they finally saw what she was looking at.

The Ultimatrix dial.

"No." Wasp gasped as she started sobbing. Bawling her eyes out as she tried to cover her face with her hands.

Captain America placed a comforting hand on her shoulder as she turned to cry into the Super Soldier.

He bowed his head in sorrow as he closed his eyes.

Iron Man clenched his hand with the crystal shard still in it as he turned his head away, gritting his teeth as he couldn't bear to look at the scene.

Hawkeye clenched his jaw as his arms shook. Both in sadness and rage. He was a kid. A kid! Not even 20 years old. So much more to live and out of all of them, it had to be his life?

"Damn it!" Hawkeye hissed through his teeth. "You did good, kid. You did good."

Hulk and Thor looked down in shock. They both clenched their fists and trembled. Hulk slid from Thor's grip and dropped to the ground. The gamma giant slammed his fist into the pavement, cracking it as he breathed heavily.

Thor looked to the heavens; his heart hoped that the soul of this young warrior would find his way to the halls of his ancestors. A true warrior to the end.

Rogue let her own tears fall as Storm comforted her, tears falling from her eyes too as she stroked the Young Mutant's hair.

Iceman sniffed as a single tear fell down his face. He wiped it off as he tried to hide it, but he couldn't hold that visage as he broke down.

Emma held one arm with her hand as she wept next to Jean and Cyclops, the former crying into the latter's chest as he held her in his arms. That Young Man gave everything for them. And they never got to thank him.

Wolverine bowed his head and removed his cowl. A solemn look on his face. He could hear Nightcrawler's faint whispers as he prayed for the Young Hero.

A thud drew his attention as he turned to see Laura, who had just arrived on the scene.

The Young Girl had dropped to her knees, arms limp by her sides as she stared straight at the Ultimatrix dial. Her eyes are wide and unblinking; she didn't move nor have any other reaction.

Logan walked over to her. She knew how close she was to the Alien Shapeshifter. He was her first friend. While he wasn't good at the whole parenting thing, he felt he should at least try to comfort her.

Reaching down, he placed his hand on her shoulder.

She did not react to him. Didn't flinch at the touch or acknowledge his presence. Her eyes did not move from the dial. Almost like she was catatonic.

It was her fault. She told Ben to trust himself. To do what he thought was best. He made his choice, and now he's gone. Because of what she said…

Because of her…

No one spoke. No one knew what to say. The only sounds that could be heard from the group were the sobs of those grief-stricken for the one who gave his life for a World that wasn't his.

Captain America patted Wasp's back. He knew she needed to grieve. They all did, but their job wasn't over. The city was in ruins, and people still needed their help.

At least for now, they can move the Ultimatrix dial too…

The Super Soldier suddenly noticed a green glow in front of him.

Raising his head, Cap's eyes widened as his body stiffened.

Feeling that tension, Wasp looked up at him confused, before she also noticed the light and turned her head.

One by one, the heroes noticed the green light and turned towards it as another wave of gasps sounded from them.

For ahead of them, the Ultimatrix symbol is glowing. A green light illuminated the dial as it grew brighter and brighter.

Suddenly, the dial floated off the ground. Levitating in front of them and started to spin around, like it was attached to a piece of string in the wind.

It spun faster and faster when suddenly shards of crystal and stones started flying past the heroes and gathered behind the dial, forming together as they flew across the city to rejoin the others.

Iron Man felt a tug in his arm as he looked down to see the shard he still gripped in his hand was struggling to free itself to be with its brethren.

The Armored Hero released his grip, and the shard flew from his hand and rejoined the others as they all gathered together in a large mass.

When the final piece flew into place, a blinding flash of light erupted from the dial, forcing everyone to look away.

The heroes looked back to the scene as the light died down, and their eyes widened.

Standing before them, fully formed and looking exhausted, was Diamondhead.

"Ow." The Alien Avenger groaned before falling to his rump. A flash of green light erupted from his body, turning him back into Ben Tennyson.

The Young Hero panted heavily as he leaned back, his hands catching him from falling on his back.

Everyone looked at the Young Hero with wide eyes and mouths open.

"You would not believe the headache I've got right now," Ben said as he groggily lifted his head to everyone, who still looked down at him with stunned silence.

"B-Ben?" he heard a whisper before being tackled in a bone-crushing hug.

"Oh, Ben! You're ok! You're alive!" Janet cried as she hugged Ben's head tightly.

"If you keep this up, I'll be neither of those things," Ben mumbled within her embrace.

After a few more seconds, Janet eventually let him go as Ben gasped for air. He looked at her as she smiled at him with tears of relief flowing from her eyes. She held his head in her hands for a moment before she started checking his body for any signs.

"Are you hurt anywhere? Anything broken?" She asked him, checking everywhere on his body.

"We might need to check for a possible skull fracture," Ben quipped, which was immediately met with a glare from Janet.

Before he could make another comment, another figure tackled him from his right. It was so silent and swift that nobody could see it coming until it pounced on Ben. Most of the heroes prepared to go into attack mode until they saw who it was.

X-23, having snapped out of her catatonic state the moment Ben's scent entered her nose, lunged at the Young Hero and gripped him like a Koala.

Ben could feel her body trembling as her tears soaked into his shirt.

A sympathetic look appeared on the Teen Heroes face as he stroked her back to help her calm down.

"Hey, hey. I'm ok, Laura. I'm ok." He whispered to her.

She continued to grip him, but her breathing started to slow down as she nuzzled him. "I thought I'd lost you."

The pain in her voice broke his heart. The moment he made his decision and acted on it, that was the easy part about being in a fight and making the hard choices to win. But what he failed to account for was the consequences that followed such a choice.

He was willing to sacrifice his life in order to ensure that everyone would survive. But he failed to consider how his sacrifice would affect those who care about him.

"I'm sorry, Laura," Ben said in a comforting tone. Hugging her tightly.

When they separated, Laura looked up at him with a small smile. "Ok. But please don't scare me like that again."

Ben chuckled as Laura said those words in the exact same tone and order he used earlier this very evening.

"I promise."

As the Yong Hero finally got to his feet, slightly wobbly due to his sleepy state, he was met with one more pair of tearful eyes.

Carol's sparkling blue eyes met Ben's emerald green, and their pair stood in silence, looking at each other without a single word.

The Blonde Teen walked over to him, her hair falling over her eyes, casting a shadow as she stood before him. Tears continued to fall down her cheeks as she stopped.

Her fists were clenched as she trembled. Ben was about to speak, but she got there first.

"Why do you have to be so reckless?" she asked in a quiet tone. Her voice cracked and was barely audible. Ben was right in front of her and could barely hear what she said.

"I don't…" He started to reply, but she cut him off again.

"You put yourself on the line without a second thought, putting on that smile and jumping right into danger like you're indestructible." Her fist raised, and she lightly tapped it on his chest.

"Idiot. Don't you know how that makes me… How that makes us feel?" Her voice grew louder. "You may be fine with throwing yourself into danger. But we don't like seeing you get hurt. Or worse…"

She raised her head, allowing Ben to see her face. Her eyes were red as pain radiated off her expression. "Why? Why do you have to be so… So… Heroic?"

Ben bowed his head; he understood where she was coming from. Had the roles been reversed, he did not doubt that Carol would've made the same choice he did. But, like him, she saw how such a choice would impact the ones who care about you.

"Carol…" Ben started to say as he placed his hands on her shoulder and looked her in the eye.

But, just as he was about to say something, Carol lunged forward, and her lips connected with his in a passionate kiss. Her left arm wrapped around his chest while her right hand gripped the back of his head.

He felt his body falling back as she floated into the air.

Ben's shock quickly melted as he embraced her back, kissing her with the same passion. The world melted away as the couple held each other. All the built-up emotions just flooded out. The pain, the worry, the relief, the joy. All these emotions were exchanged between them without speaking a single word.

Eventually, Carol lowered herself to the ground, and they separated. The pair gazed into each other's eyes with warm smiles before Carol nuzzled her head into Ben's chest. He rested his head atop hers and stroked her back.

"We're still not done with this, you know," Carol whispered playfully.

"I know." Ben chuckled. "I still owe you a date."

"Ahem!"

The pair turned to see the gathered heroes watching them. All with smiles on their faces as the pair turned bright red.

Seems they had forgotten that they weren't alone.

Before he knew it, Ben was hoisted to his feet and was met with pats on the back, hugs and head tussles from all the gathered Avengers and X-Men. A chorus of cheers and praise filled his ears as everyone crowded around the Young Hero.

After such an intense fight for their lives, the heroes all allowed themselves a moment of catharsis.

When things calmed down, Ben managed to wiggle free of the group hug. Only for Laura to grab onto him once more. But Ben didn't mind. If anything, it was reassuring to know that everything he fought for was still with him. He did exactly what he set out to do.

"Ben," Cyclops said, grabbing the Teen's attention.

The Young Hero turned to see the One-Eyed Mutant, standing alongside Jean, Wolverine, Storm, Rogue, Iceman and Nightcrawler.

"I can't thank you enough for what you've done for us," Cyclops said sincerely. "You put your life on the line and risked everything. I don't know how we could ever thank you."

Ben grinned as he walked over to him and held out his hand. "Hey, it's what heroes do. You don't have to thank me. I just did what anyone would do."

Cyclopes smiled as he shook Ben's hand.

Jean then hugged Ben and gave him a kiss on the cheek in her gratitude. The Teen Hero blushed as he touched his cheek.

"You saved us all, Ben. I can't believe it. After everything, the Phoenix Force is finally gone." She smiled and let out a sigh like a huge weight had been lifted.

"Well. I can't take all the credit." Ben admitted as he turned to a certain Blonde Telepath who was standing off to the side.

The X-Men followed his gaze, and their expressions darkened. The sting of her betrayal had not been forgotten.

"Can't believe you're still hanging around, Frost." Wolverine spat at her.

"Shouldn't you be off, ruining someone else's life?" Iceman added coldly.

Emma bowed her head in shame as she gripped one of her arms. She was about to turn and leave before Ben walked forward.

"Hey, if it wasn't for her. Jean and the rest of us wouldn't be here." He stated in a berating tone.

Emma's eyes widened at the Young Shapeshifter as he stood up for her. She shouldn't be surprised at this point; he's been defending her all evening. Even though she did not deserve it. He refused to abandon her.

"Ben. She betrayed us and kidnapped Jean." Wolverine stated.

"And then she came up with the plan to stop the Phoenix Force and save us." Ben shot back. "Also, if I didn't jump in to absorb the Phoenix before it killed Cyclops, she would have."

Confusion and surprise spread across everyone's faces as they looked at the White Queen.

"It's true." Cyclops spoke up, stepping forward.

"Scott," Emma whispered, her eyes lighting up as the Crimson-Eyed Mutant walked over to Ben's side.

"Emma may have done questionable things. But she was willing to sacrifice her life to stop the Phoenix Force. Ben may have been the one to make the sacrifice. But it did not change Emma's intentions."

The Clawed Mutant remained unconvinced as he crossed his arms. "So what? We just gonna forgive and forget? Act like nothing happened?"

"No," Jean responded as she joined Cyclops and Ben. "Emma has to earn back the trust she's lost. But, we should at least give her a chance to earn it. We are X-Men, as the Professor always says. Just because someone stumbles and loses their way…"

"… Doesn't mean they're lost forever…" Wolverine finished. He then grumbled and turned his head away. Silently cursing Chuck for always being right.

"Fine." He finally said as he glared at the White Queen and pointed a finger at her. "But we're keepin an eye on ya. One slip up and…"

He held up his fist, and his claws popped out, making his threat as clear as her diamond form.

Emma gulped as she nodded. "Understood."

She could hardly keep the emotions from breaking out. She thought it was over, that she burnt any bridge that would've led her back to the X-Men. But, here she is, given a second chance. A chance to do things right this time.

And it's all thanks to him.

Emma looked to the Emerald Avenger, who smiled at her with a morale-boosting grin and smiled in return.

"Oh, and what are we? Chopped liver?" Hawkeye complained before receiving a swift elbow to the ribs from Wasp.

"Oh, I'm sorry. I…" Cyclops stuttered, being caught off guard.

Wolverine smirked as he stepped forward. "We owe all of ya." He elaborated. "Ya came and helped us, even though ya didn't have ta."

"Of course we did." Captain America spoke up. "It's our duty to protect the world and its people."

"Even mutants?" Asked Rogue with a raised eyebrow.

Some of the Avengers looked a little awkward, but Cap remained unyielding. "Yes. When it comes to protecting the innocent, what we are has little relevance. It is who we are that makes all the difference. Here today, it did matter what group we belonged to, Human, Mutant, Avenger or X-Man. We all fought for the safety of this city and its people. That makes us all one thing. Heroes."

Wolverine grinned as he approached the Super Soldier. The Clawed Mutant held out his hand, and Captain America shook it with a smile.

"Even after all this time, you're still makin those long speeches, Rogers."

Cap blinked in surprise. Did that mean he remembered? Was he right to assume?

"We'll talk more over drinks. First rounds on me." Wolverine stated as he patted the Super Soldier on the shoulder.

Iron Man let out a long sigh. "Oh man, I could go for a drink. Clean-up is gonna be a nightmare. Not to mention the P.R."

"Hang on," Hawkeye spoke up, gathering everyone's attention. "We're not done here. Still gotta take care of these loose ends."

The Archer pointed over his shoulder to the unconscious forms of the Stepford Cuckoos.

Emma gasped at the sight of the girls as Ben narrowed his eyes.

Those five had gone through a lot tonight. Taking the Phoenix Force from Jean and using it to attack the city. He knew Emma had trained the girls, but they were still loyal to the Hellfire Club. Who knows what they'll do when they wake up?

The others seemed to be in agreement.

"We better call SHIELD." Iron Man suggested. "Better have Hill lock them up quickly. Before they get a chance to cause more trouble."

"NO!" Emma suddenly shouted as she ran forward and stood between the heroes and the girls. "You can't! They're as much victims in this as Jean is."

Emma's sudden outburst took everyone aback. She'd only just been given a second chance, and she went and did this?

Needless to say, Wolverine was quick to capitalise on his ultimatum. He stomped towards her as his claws extended.

"What'd I just say, Frost!"

"Hang on, Wolvie!" Ben said quickly, running up to the Gruff Mutant. "Let's not jump to conclusions and let her explain."

The Young Hero sighed. The White Queen was not making it easy to defend her. Seems she can't go five minutes without flipping the script on him.

"Emma. I know you care about them. But they were working for Shaw." He stated. "We can't trust them 'cause they're clearly still loyal to him."

"No, Ben. They're just confused and misguided." Emma explained as she moved over to the girls. "It's my fault that Shaw got his talons into them in the first place. I'm to blame, not them. Please."

The Young Hero raised an eyebrow at Emma's determination to protect the girls. Sure, they were teens like him, but they almost ended the world. They needed to answer for that.

"Emma, come on. You don't have to go this far for them."

"Yes, I do, Benjamin." Emma shot back.

"Why?" He asked, confused.

"Because they're my daughters!" Emma shouted.

Silence hung in the air as everyone's jaws dropped from the latest bomb to drop.

Looking down at the girls. Now that they were no longer covered in hoods or engulfed in flames. Ben could see that not only were they identical, but they were the spitting image of a young Emma Frost.

"D-Daughters?" Ben repeated.

Emma nodded. "Yes. They're mine. They are my responsibility. Please. Please don't take them from me." She pleaded, her voice cracking as she stood in front of the five, ready to protect them.

The shock on everyone's faces was as clear as day, especially for the women in the group.

"Five girls?" Wasp said flabbergasted. "You had five kids, and you still look like that?"

She looked at the Blonde Telepath, specifically her figure. She still wore her usual white attire, which promptly showed off her flat, well-toned stomach. No matter how she looked at her, her figure was flawless.

"Dang girl, what's your workout routine?" Rogue asked.

Even Carol found herself subconsciously touching her stomach.

This momentarily broke the tension enough for Ben to gather his thoughts. The Five Girls, being Emma's children, changes things. From the law's point of view, it shouldn't. They did the crime; they should do the time.

However, Ben wasn't a cop; he was a hero. Something he always made clear, even when he was with the Plumbers in his old universe. These girls need help and should be with their mother.

He turned to Wolverine with a sympathetic look. "I mean. If you're going to give her a second chance?"

Wolverine glared at the Teen, who chuckled sheepishly before letting out a long sigh and retracting his claws.

"I'm too tired to argue about this anymore. Do whatever ya want." He then turned around and walked away.

Emma covered her mouth as tears formed in her eyes before she wrapped Ben in a hug. "Thank you, Ben."

"Yeah. No problem." Ben responded, his cheeks flushed from the White Beauties affection.

Hawkeye chuckled as he leaned on his arm on Iron Man's shoulder. "Should we say something about all the hotties Ben currently has wrapped around his fingers at this point?"

"Let him have this tonight." Tony chuckled as he looked on. "Kid almost died tonight. He deserves this much, at least."

Clint smirked. Hard to argue with that. "He better not get a big head after this. I'd hate to have to punch the kid."

The group laughed as Ben managed to free himself from Emma's grip before walking over to his team. Wasp promptly hugged him again, and Captain America patted him on the back.

"You did well, Son." Cap praised the Young Hero.

"Thanks, Steve." Ben smiled back. Feeling his chest swell from all the praise.

"Well, team," Iron Man said. "We had one heck of a night, and tomorrow is going to be even busier. How about we all head to the mansion and get some shut-eye before helping the rebuild?"

He then turned to the X-Men, who were helping Emma pick up the Cuckoos. "You guys are invited too."

The X-Men seemed stunned by the invitation. Tony Stark, one of the most famous people in the world, just invited a bunch of mutants into his home. The controversy he could incur from the media if they caught him would likely cause serious issues for his company.

Yet, he did not even hesitate to open his home to the X-Men.

"You sure about that, Stark?" Wolverine asked, raising an eyebrow.

"You guys helped save the world. And according to Ben, the whole future, too. Public opinion can kiss my gold plated…"

"Tony." Wasp berated the billionaire.

"Right. Sorry." Tony composed himself. "Point is. Can't have you guys drag yourselves all the way back upstate when we have a mansion full of comfy beds for all of you."

The Mutants looked at each other and mumbled what they should do before turning back to the Avengers with grateful smiles.

"We would be honoured," Cyclops said warmly.

Iron Man nodded as he turned to the lone SHIELD Agent among them.

"Invite also extends to you." He informed Carol.

The Young Blonde blinked. "Huh?"

"Come on. Take a load off. You jumpstarted my heart, after all. Least I can do."

Carol wasn't sure what to say. She was so used to the animosity from the Avengers that she was completely taken aback by receiving an actual invite into their mansion. Usually, she snuck in to see Ben without anyone knowing.

"I know Ben would certainly like it if you stayed over," Hawkeye added, nudging Ben. Causing the Teens to blush once more.

"You'll be staying in separate rooms," Wasp interjected in a deadly tone. "On opposite ends of the mansion."

This earned a chuckle from Hawkeye, Hulk, and Thor, who playfully jostled the Emerald Avenger while he continued to get more embarrassed by the group.

Eventually, Ben was able to shake off the trio before stepping back. "Sounds great. But, there's still something I have to do."

Everyone turned to the Young Hero, slightly confused.

"What do you mean, Ben?" Storm asked.

"Aye, the threat has been vanquished. What more need be done?" Thor added.

Ben chuckled as he looked back over the destroyed city around them.

"The Phoenix Force and the Sentinels are all gone. But so are the homes of so many people." Ben pointed out.

The other heroes turned their attention to the devastation around them, each with sorrowful expressions. There was so much destruction. Homes, memories, and livelihoods. All gone in a matter of minutes.

They couldn't even begin to imagine where to start with rebuilding or relocating all the people. Even Tony would have trouble organising relief efforts to help.

Ben continued. "I can't just go and sleep in my bed, knowing that so many people won't be able to." He reached up and activated the Ultimatrix. "So I can at least do one more thing for them."

"Ben, wait." Laura stepped forward, stopping his hand. "You're already exhausted. You shouldn't push yourself."

"She's right," Carol added. "At least wait until tomorrow."

The Alien Avenger grinned at the two girls before shifting to a cheeky smirk. "Hate to break it to ya. But it's already tomorrow."

He pointed behind them, causing them and the rest to turn and see the first light of dawn, peaking over the horizon. The start of a brand new day.

After just a hellish night. Seeing the warm rays of the sun felt so comforting to everyone.

"So I can't waste any time," Ben quipped before going back to his watch. He cycled through his aliens, a small smile of relief appearing on his lips as he saw Chromastone's hologram still in the playlist.

Slamming down the dial, a flash of green light and Ben transformed. "CLOCKWORK!"

The Time Alien reached up and turned the key atop his head clockwise three times. The gears in his chest clicked as his chest glowed.

Standing tall, the Alien Avenger fired a green beam of chronal energy from his chest. The time ray bathed the city in its light as Clockwork used his power to reverse time around the area.

All around them, debris flew off the ground and reformed buildings, roads and bridges. Tunnels reformed, vehicles flew back to their original spots, and fires extinguished themselves across the entire city.

The Avengers and X-Men looked around in awe at the power the young hero was showing.

"Well, this makes clean-up way easier," Iceman commented. "Nice work, Ben."

Suddenly, the sound of a bell from a clocktower rang from Clockwork's body. The time ray flickered out as Clockwork dropped to his knees, panting.

A flash of red light, and he turned back into Ben. He was still breathing heavily as the heroes quickly ran over to him.

"Ben. Are you ok?" Carol asked in a worried tone.

Ben panted heavily. "I… I managed to reverse time to… Before the Phoenix showed up…. Still a lot of damage…"

"But not nearly as much now, thanks to you," Tony said, looking around.

"Ya did good, kid." Wolverine complimented.

Ben grinned before collapsing; Carol managed to catch him before he hit the ground.

Turning him over, Ben was out cold. His cheeks flushed, and he was running a fever. Once again, he pushed himself too far, but none of the heroes could bring themselves to scold him for it.

They just decided to let him sleep; he'd earned this rest.

Hulk scooped Ben up in his massive arm as the heroes, Avengers and X-Men alike, started walking into the sunrise toward the Avengers Mansion.

The warm glow shone on the city as a new dawn lit their path.

A new beginning for all of them. In more ways than one.

---

And that's a wrap!

Thank you all for joining me on this journey, and I'll keep you posted on what comes next.

Now I'm sure many of you have questions, but I'll address the obvious one right here and extend my apologies for those who wanted to see Alien X this chapter.

Sorry for not using Alien X to fight the Phoenix Force. I'm sure many of you are disappointed. Even though I tried really hard to make the fight as epic as possible without him.

The reason that I didn't have Alien X show up is for a few reasons. 1. Alien X is not the kind of alien Ben can just dial in and use. He needs to convince Bellicus and Serena to help. Which takes time and that's something he really didn't have especially when any second he wastes means someone could die. So he couldn't waste time, debating with a pair of stubborn floating heads.

2. Given the nature of this universe, it's unlikely either of them would choose to interfere with a cosmic entity just going about its business. Not like they ever are in a rush to help anyway, they didn't seem bothered by the Incursions blowing up the Earth in their debut.

And 3. I just didn't feel like it was time for Alien X to show up. Alien X is not like Bens other aliens. He's a form that needs the proper time and buildup to make an impact. Just busting him out for a cosmic Dragon Ball style throwdown is not the kind of thing Alien X should be reduced to.

I hope you all can understand and accept my choice here. I promise that when Alien X does show up, he'll make a big impact for the story going forward.

Despite the lack of Alien X, I hope you enjoyed the substitutes I put into this chapter. Ultimate Gravattack and Chromastone! I really enjoyed writing their fights, especially Ultimate Chromastone. I loved coming up with his designs. I designed his head to resemble Genji from Overwatch. Thought that faceplate would look cool on him.

The battle with Phoenix Force, Thor, Hulk and the others was also a blast to write. Hulk's fight moves were inspired by a YouTuber by the name of "Zimaut Animation" who has created multiple animated fight videos that are incredible. Definitely check it out if you can.

And the fights with the X-Men. I am so glad that I could write these characters with the love and respect they deserve. I couldn't give everyone a moment to shine. But they will have their moments. Trust me. And this couldn't have come at a better time. What with X-Men 97 out, my passion for the Marvelous Mutants has returned in full force.

It's been quite a hard road to get this far. And we still have one more arc to go. The climax of Avengers EMH season 1. I'll try to get these chapters out as quickly as possible.

I'll be juggling a few things in my life too. I'm applying for a promotion at my job and I have several personal events with family in the upcoming months that'll keep me busy. So, I hope you all can still be patient with me.

As always, feel free to PM me with any questions you have, and I'll do my best to answer them.

Until next time, CaptainRex75 out!