Avengers: Agent-10

by Masamune X23

After a few years of peacefulness Ben Tennyson engages his nemesis in another battle for the fate of the universe but their clash results in him ending up in a world where heroes and villains constantly battle and aliens aren't citizens on earth. Will Ben be able to change this new world for the better like he did on his earth or will this world's greater evils bring him down?

30. X Marks the Mutant part 2

I'm back people! Sorry for the wait but I was having some trouble with the chapter which was made worse by the fact I got sick with Covid for the first time ever since the plague started. Those were horrible feeling days which I'm glad are behind me now.

Yep, it's official. The Boys are still as awesome, gross and disturbing as before. So much craziness occurred that I'm now excited to see what lunacy will follow next. Next we got the new season of Superman which is cool as well. I especially love how Kara's look was based on android 18, no doubt in an attempt to memorialize and honor Akira Toriyama. A noble and successful choice since Kara is rocked that look.

Now with that out of the way though let's get on with the story as we come to the ending of Ben's first encounter with the X-Men. It's time to finally show what will happen now that Juggernaut is out.

Also an IMPORTANT notice on the bottom, so please check it out when you finish reading.

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Chapter 30: X Marks the Mutant part 2

"We need to get to the hell over there now!" Logan urged.

"But the others aren't back yet. We're going to need their help if the worst-case scenario does happen." Forge argued as he knew the team would need all the help it could get if Juggernaut got out again.

Without wasting a second Logan pulled out his cellphone and dialed a number. He waited a few seconds before the person on the other end picked up. "Scott! We got a situation, get Bobby and meet us in the location I'm sending you. Mystique's back and she's done something that's frankly stupid." He then hung up the phone before turning to the others in the room.

"So, what do we do?" Ben asked, earning a raised eyebrow from Logan.

"We?"

"Yes we." Ben frowned before stepping forward. "I'm involved in this in case you forgot. Heck I'm the one who informed you about Mystiques recent actions which apparently were all part of staging a jail break. So, if you think you're going to bench me from this then you got another thing coming."

"We might need his help." Storm remarked knowing Juggernaut would be hard to beat. She then turned to Emma as a thought came to her. "Do you think you'd be able to take him out once his helmet is gone?"

"I've never fought him but if Xavier could do it then I'm sure I can as well. His telepathic communication skills are better than mine but in terms of telepathic assaults I'm sure I can beat him in that." Emma was almost confidently in that.

Ben blinked. "Xavier's a telepath as well?"

"Yeah, and a psychic assault is the only effective way to bring down Juggernaut." Logan informed as his mind recalled the first and only time, he fought Xavier's deranged stepbrother. It was one of the only times he was ever bested in a fight. Heck it was less of a fight and more of him being a punching bag.

"What's the guy's powers?" Ben wondered.

"He's practically unstoppable that's what." Kitty spoke with a tone of dread in her voice. She wasn't looking forward to facing the guy again. Especially with the reduced manpower they had compared to last time.

"His name is almost self-explanatory. The guy's a near powerful and invulnerable force. Not to mention strong as heck, considering he once lifted and threw a train." Logan elaborated earning raised eyebrows from Ben. That sounded ominously like Thor or Hulks level of strength which already sounded bad.

"Let's not waste any more time." Storm told them.

"Forge, lead our guest to the hanger and prep the Blackbird, we leave in less than five." Logan ordered as the tech expert nodded and had Ben follow him.

Forge led Ben down the hall before eventually reaching the hanger. The alien user saw it was a large space with a sole aircraft parked in the middle of the room. It was a large black jet that looked to have been made from a SR-71 Blackbird. Though clearly, it's been extensively upgraded from that model since it looked sleeker and higher tech. He had to admit it looked cooler than the Avengers Quinjuet. Although looking cooler is one thing but being able to fly faster is another.

"Nice plane." Ben commented after seeing it. "Looks like something Shield would use."

"Probably cause it's black and built for stealth." Forge quipped before looking nervous. "I just hope Wolverine doesn't bring it back a mess again."

Ben looked at him in confusion. "Who's Wolverine?"

"Logan." Forge said almost unhappily.

Ben raised an eyebrow. "Wolverine? So that's his superhero name?"

"No, it's my codename bub." The voice of Logan called out as the two turned to see him, Kitty, Storm, Emma and a third figure walk in.

Logan was now wearing a gold and navy-blue sleeveless uniform with a mask that covered all except for below his nose. He also wore blue gloves and boots and had a black belt with a gold belt buckle that showed an X over a red background. His mask had what looked like two pointy ears or tips that formed at opposite ends.

Kitty looked to be wearing a blue full body suit with a yellow uniform over it shaped like a sleeveless dress. She had long yellow sleeves over her arms and wore a pair of gold earrings. The X symbol he had seen on Emma was on Kitty's right shoulder and her belt.

Storm had also changed her look. Now sporting a shoulder-less black uniform with two gold lines running down her chest to the tips of her high heels. Her sleeves were gold colored and made to look as if she were wearing bracelets. A red jewel ornament hung at the center of her chest, and she wore a headpiece along with golden earrings that gave her a sort of regal appearance. He wondered if her clothing was based on what African royalties wore.

Emma Frost meanwhile was still wearing the same outfit as before with nothing different.

The new person was one who looked most peculiar. He resembled a blue furred ape with dark blue hair on his head and mutton chops. He wore a yellow and blue outfit like Kitty but styled differently. His long pants went just below his knees, and he wore a sleeveless vest that exposed his chest. The X symbol was located on the upper right side of his pants leg.

"Huh I didn't know the Cookie Monster was on your team?" Ben asked earning a giggle from Kitty, a concealed chuckle from Storm and an amused smile from Forge.

"Oh great, another comedian. As if we didn't already have enough of that from Bobby." The blue looking ape rolled his eyes before introducing himself. "I'm Hank McCoy."

"His codename is Beast." Logan revealed with a small smirk. "You can guess why."

"Yeah, I get it." Ben remarked before looking over their outfits. "So, I take it those are your costumes?"

"Uniforms." Kitty corrected him with a small pout before smiling. "I go by Shadowcat."

"Plus, they are quite fashionable." Emma gestured to her own clothing before looking to Logans with a look of disapproval. "At least for most of us that is."

"Tell it to someone who cares." Wolverine let out before he and the others started to walk up the ramp.

"So, this is your uniform?" Ben asked Emma. "I thought it was just a unique style of clothes you liked to wear?"

The blonde gave him another of her almost sultry smiles. "A woman's gotta be ready when she can be." She then put a finger on his chin that made him go stiff on the spot. "Perhaps next time you visit you'll see what I wear for casual."

Ben found himself blushing again behind his mask as she left him where he stood. While he remained there, Forge walked beside Wolverine with a look of nervousness for some reason.

"Please tell me you'll be careful with her this time Logan?" Forge pleaded. Seriously he was getting tired of seeing his baby come back looking like a ship that was sailed through rocky shallow waters.

Logan waved him off. "Don't worry I'll bring her back."

"In one piece, right?" Forge specified almost desperately. "Please tell me you'll bring her back in one piece!?

To Forge's inner horror Logan just gave him that troubling smirk before saying. "No promises."

The technical mutant hung his head. "I'm never going to catch a break."

Ben patted him on the shoulder. "I'll try and make sure the plan doesn't blow up."

"That's not very reassuring." Forge remarked almost in depression before he turned around and left before saying. "I better go get my tools ready for the inevitable."

Ben said nothing further as he watched the guy walk away before he ran inside the plane and got into one of the seats before buckling his seat belt. Once he and the others strapped in Wolverine quickly took the controls as he opened the hanger door. Immediately the plane began to speed up and run down a large tunnel before light filled the interior as it flew out into the sky from the end of the cliff.

---

"Fine." Juggernaut agreed after hearing her offer and pondering a bit. It wasn't a bad one actually, all things considered.

Mystique was pleased after hearing his answer before she pressed on her ear com. "We're ready for you Quicksilver."

A white and green blur quickly entered the room, and it revealed a fit young man who had run inside. He had white hair, blue eyes and was wearing a green full body suit with a collar. There was a white lightning bolt descending from the left side of his shoulder down to the right side of his waist. Another that went around his waist resembling a belt while the sleeves of his gloves and boots were also the same. In his hands was a certain object that Juggernaut recognized immediately.

"My helmet!" the large man said as he looked at the large, round, and red colored metallic headpiece with three openings. One for his mouth and nose and the other two for his eyes. He then had a faint recollection resurfacing as he gave the new guy a slight glare. "Wait… I remember you. You were with Charles mutants the first time I was freed."

"It was a one-time thing since you were trying to off Mystique." The speedster pointed at the blue woman before raising the helmet for him to take. "By the way you have no idea where this thing was hidden."

"That's enough pleasantries Pietro." Mystique told him. "Are the others gathered?"

Pietro turned to her. "Yeah, they're all waiting outside."

The blue woman nodded. "Good, make sure he gets to the extraction. I'll be taking my leave now."

"Leaving so soon?" Quicksilver questioned with a knowing smirk. "Don't want Rogue to know your involved in this one?"

Faster than he could react, Mystique grabbed him by the collar and brought him face to face with her. A look of clear anger on her face as the speedster quickly started to regret his wisecrack. "Do not push your luck Pietro otherwise you'll find yourself in a situation you won't be able to outrun!"

"Okay okay sorry!" Pietro quickly apologized as she pushed him away.

"Just make sure things go as Magneto planned." Mystique said before turning into a raven and flying out of the room.

Pietro was turned to Juggernaut who noticed something in his helmet.

"Hey what is this thing?" The giant asked as he saw what appeared to be a device of some kind strapped to the back interior of his helmet. It was a rectangular shaped device which had two buttons on it. In the middle was a glowing green bulb light.

"Oh, that's just a little something that was made to make removing your helmet much harder than before." Pietro answered but with a little vagueness at not specifically saying what it did.

Juggernaut gave the speedster a suspicious look.

"Don't be so suspicious." Pietro told him with crossed arms. "Your invulnerable so it's not like it could ever hurt you."

The invulnerable man gave him one last look before he put on his helmet and strapped it in place.

"Let's get going, we have a plane to catch." Pietro informed him before running ahead towards the exit and stopping when he was almost out of sight. "Come on!" He yelled over for him to follow.

With a small growl, Juggernaut began to walk out of the room. His large size always made him lack speed which is why he would need large vehicles like trains, ships, or planes to transport him over long distances. Oh sure, he could walk there especially since he doesn't tire out easily but that would take too long for his limited patience.

After a few minutes of walking and tossing aside the few remaining guards that stood in his way, he finally reached the outside of the base. Juggernaut took a deep breath of fresh air of his new freedom. He then noticed the several figures now standing alongside Pietro.

The first was a tall man with noticeably broad shoulders wearing grey armor that covered his upper body. There were shoulder pads also and he wore metal looking gauntlets on his arms and his boots. He also wore a brown belt and a helmet that covered the upper part of his face, leaving his eyes, mouth, and short brown beard visible.

The next was a man who could be best described in one word… fat. He was a large man standing over 7 feet tall with a very obese body. He had more fat on him than a sumo wrestler and looked like it would take 3 to match his weight. His body was incredibly wide, looking like he could cover the front of a train. He had both red hair and eyes while his double chin had another double chin as if it were a turkey's wattle. He had short stubby legs that looked small compared to his massive body. He wore a simple black leotard for some reason.

That left the final two who were both the only females of the group.

The first woman possessed a lovely curvaceous body and noticeably large breasts. She had short dark hair in a bob cut with turquoise blue skin and eyes, a large dark blue spot over left eye. She wore a skin-tight pleather tactical bodysuit suit with a cleavage cutout that highlighted her large mounds. She wore a utility belt containing ammo for her guns, holsters, a storage pouch strapped to her right thigh, heeled boots, and was wearing dark blue lipstick.

The second woman was just as lovely, perhaps even more so. She possessed dark green eyes and long flowing brown hair that reached her upper back with some white streaks at the front including two bangs. She wore a yellow and green skintight uniform that accentuated her well-shaped figure and bust which almost rivaled her companions. She had on a brown jacket and wore both yellow gloves and boots. A brown belt hung loosely around her slim waist which carried a familiar X symbol beside the buckle.

"Welcome to the brotherhood Juggernaut." Quicksilver welcomed the giant-sized man.

The unstoppable mutant narrowed his eyes at each of the individuals, recollection flashing in mind. "I remember you, all of you." His eyes landed on the black spot female. "You on the other hand I don't recognize."

Quicklsilver quickly dashed in front of his team. "You remember my boys, right? Avalanche and Blob." He gestured to his armored and large weight companions before turning to the two women. "You may also remember dear Rogue, now formerly of Charles X-men. And for our final teammate, I present to you the lovely Domino." He said the last part almost with pleasantness as his eyes quickly found their way to her body as he checked her out (mostly her chest) before anyone could notice. Sometimes being a speedster has its advantages.

Juggernaut scoffed before he looked at Rogue. "So, you ditched by brother huh princess?" He then grinned. "Tell me, was he upset and heartbroken to be abandoned by you?"

"Wouldn't know jerk because he wasn't there." Rogue shot back with a small glare for his words, showing clear hostility and dislike for him. "Now why don't you pull your face away before I make you."

She still couldn't believe that the Brotherhood had planned to spring Juggernaut of all people. You'd think after their first encounter they would've learned he wasn't a team player. She wished she had learned about their plan much earlier so that she could've warned the X-Men somehow. Now it was too late for that as once Juggernaut made it to Genosha he would be too well defended for the X-Men to get to him.

It was moments like these that made her start to regret joining up with them. However, she had to for the X-Men's sake since she still didn't know Magneto's grand plan. Ever since she absorbed the memories of that grotesque Toad she had learned about the existence of this supposed plan. While she still didn't know what it was, she knew that if she kept working with them that eventually might earn enough trust to find out. Not that it was easy working with them. The group was just so unorganized most of the time except when out on a mission where they at least tried to work together.

Quicksilver was just as cocky from his teenage years, the only difference being that he seemed to learn some patience. Even so, he was still plenty arrogant and sometimes still immature.

Avalanche was the quietest of the group who kept to himself without much socializing. So, there wasn't much to really say about him other than he wasn't one for conversations.

Next was Blob who was the most repulsive of the group. Although that wasn't because of his looks but rather from seeing his table manners every time he ate. As expected, it was atrocious and made her lose her appetite almost every time. I mean seriously the guy seemed to swallow more than chew his food.

That left Domino who Rogue could honestly say, had positive views about her. The only other female on the team was different from the men as she was more mature and easier to talk to. Domino had been glad to finally have another woman on the team. No doubt being around those guys tested even her patience. The two had been starting to form a genuine friendship with each other, sometimes even doing normal stuff like shopping. Rogue felt a bit guilty knowing she'd have to betray her when the time comes. Domino was the only good thing to come from her betraying the X-Men to infiltrate the Brotherhood.

Juggernaut stepped forward looking as if he were preparing to flatten her when Quicksilver quickly got between them.

"Hey come on now." He tried reasoning with the two. "If we're going to be on the same team then we can't have infighting. Save your aggression for the people hunting our kind." He then gave Juggernaut a knowing look. "And don't forget what you agreed to when you accepted the deal."

Juggernaut let out a growl for a moment before his arms relaxed a bit.

Quicksilver nodded. "That's better." He then turned to the others. "Anybody else got a problem.

"So long as he minds himself, I have no complaints." Domino mentioned while keeping a professional look.

"Same here." Avalanche agreed.

"Me too." Blob said lastly.

At that the speedster clapped his hands, pleased to hear that. "Ok then we're all set. Now then let's get our new friend to the plane so we can…"

The roar of a plane engine and sudden winds cut the speedster in mid sentences. The five mutants looked up and an expression of surprise crossed most of their faces while Rogue's had a hidden delight.

"Oh great, it's the X-Men." Quicksilver muttered at the sight of them. He had hoped to complete their mission without being confronted by them but now that hope was trashed.

"They always did seem to have good timing." Rogue thought with a concealed smile at their arrival.

The Blackbird continued to soar over in the air as the X-Men comprised of Logan, Kitty, Hank, Storm and Emma jumped out. Logans feet crashed into the ground cracking it a bit as he landed without bother despite the height. Storm descended lower with her power over wind. Beast grabbed into part of a streetlight to slow his fall before landing while Emma used her telekinetic abilities to gently bring herself, Kitty and Ben to the ground. Once they did the Blackbird seemed to go into autopilot as it ascended into the air till it was out of sight above the clouds.

The Brotherhood however got puzzled looks when they saw a brown-haired man with a mask alongside them.

"Who's the new guy?" Blob questioned since he didn't recognize him.

"That's clearly not Cyclops or Forge." Quicksilver crossed off the only other two he knew.

"Is he a new X-Men?" Rogue thought curiously at the new guy. She had left the team quite a while ago so it's possible they may have recruited some new mutants. Although when and how they did it without Magneto noticing was a mystery.

"Who cares." Juggernaut cracked his knuckles eagerly with an evil smile. "If he's a new one of Charles followers then all the more fun for me to pulverize him."

The X-Men and Ben looked down at the Brotherhood with challenging looks. Ben took his time looking over the several opponents before him. Only recognizing Juggernaut from the file that had been shown. He then noticed someone wasn't in the group.

"Mystique's not with them… unless by chance she's disguised as one of the others?" Ben asked the others only for Logan to shake his head in dismissal.

"Naw she's long gone most likely. Probably took off after freeing Juggernaut." Wolverine then brought out his claws. "Which means it's now the six of us against the six of them."

The five mutants and lone avenger jumped down from the roof. Or in Storm and Emma's case, floated down with their powers before they stared down the Brotherhood. Once they did Logan gave Rogue a stern look while Kitty gave her one of slight anger.

"Been awhile huh Rogue." Kitty told her former teammate tensely.

"Not long enough apparently." Rogue told her former roommate almost impassively.

Ben looked at his two companions and noticed there seemed to be not only familiarity but also tension between them. Whoever that woman was they seemed to have a personal issue with her.

"You got a beef with her?" Ben questioned as he saw them paying the most attention to her.

"Long story short, she was one of us but then switched sides." Wolverine said with a small growl.

"I hope you're ready to get another severe beatdown from the Juggernaut." The unstoppable mutant called out while getting in an attacking position.

"You're going back in your test tube Cain! I'll personally see to that!" Wolverine swore.

"Not on my watch you don't." Quicksilver told him before quickly turning to Avalanche. "Knock them off balance!"

Immediately Avalanche complied as he held out his hands and unleashed his powers. The ground beneath the X-Men's and Ben's feet began to shake violently like an earthquake were occurring. Storm was the only one unaffected due to being in the air.

"Now stop!" Pietro ordered as Avalanche seized his powers.

In an instant Quicksilver ran forward and stopped behind Emma Frost. Before she could react, he had grabbed her by the back of her head and slammed her face first into the wall of a structure behind the X-Men. The blonde beauty was instantly knocked out cold from the collision as her allies looked on in disbelief.

"Emma!" Kitty called out in concern for her teammate.

"First rule, always take the telepath out first before moving on to the rest." Quicksilver said arrogantly.

"You jerk!" Ben angrily called out before a green flash enveloped him.

Quicksilver shielded his eyes before they widened in alarm as he took a step to the side just in time to avoid a blue fist from striking where his face had been. The blue fist hitting the wall instead and producing several cracks from the impact. The silver haired speedster looked to see a black and blue furry colored feline humanoid wearing a black and green outfit. It shook its hand a bit as if from momentary pain before staring him down.

"That's no way to treat a woman you brute." Fasttrack almost growled while flexing his wounded hand as he felt the pain start to fade away. Seriously, smashing a non-super durable woman's face into a wall. That kind of injury could end up causing brain damage which he knew is the worst thing for a telepath.

"And who're you supposed to be?" Pietro questioned, wondering what the deal with this new X-Men was.

"I'm the guy that's going to kick your ass for what you did!" Fasttrack swore before charging at the silver speedster to punch him again. Pietro quickly veered back to dodge him again.

"Your gonna have to catch me first newbie!" Quicksilver challenged before running off.

The alien quickly to turn to Logan. "This guy's mine!" then immediately ran after him leaving the remaining four X-Men to face the five brotherhood members.

"Four on five now, not looking good for you guys." Blob taunted while he and the others began to approach them.

"I'm faced way worse odds." Logan said unbothered before his eyes glanced at the others. "Pick your dance partner."

"I got Rogue." Kitty quickly called out.

"Juggernaut's mine." Wolverine addressed knowing he was best off against him considering he could take any punishment dealt to him… at least without dying.

I'll handle Avalanche." Beast informed.

"And I shall deal with both Domino and Blob." Storm finished the selection as she rose higher in the air.

With that done the two groups let out a battle cry as both charged at one another.

Logan roared as he lunged at Juggernaut's head immediately going for one of the latches of his helmet. The giant mutant managed to grab him before he could do so and threw Wolverine like a baseball, straight into a car. The vehicle heavily dented from the crash of Wolverine's unbreakable and heavy skeleton against it. Logan quickly got up and out of the car before charging at the invulnerable mutant again.

Avalanche raised her arms as he unleashed his seismic waves, causing the ground to shake beneath Beast's feet. The blue fur mutant didn't waste time, quickly jumping up to a streetlight and then swinging off it as he double kicked his opponent in the chest. Avalanche let out a grunt as he was knocked away before he pulled himself up to keep going.

Storm flew into the air and unleashed powerful winds like her namesake. Blob stood his ground easily unbothered by the harsh winds while Domino started firing on the weather mutant. Her shots were blown off course when Storm created a vortex of wind around her like a small tornado. Blob grabbed a nearby car and threw it at the white-haired mutant. Storm flew to the side to avoid it when Domino fired a single shot that struck the vehicles fuel lines and caused it to explode beside her. Her vortex of wind managed to deflect most of the explosive force and flames but a good bit of it singed her cape and the loud noise disoriented her a bit. She unknowingly found herself descending a bit and Blob took that chance to throw Domino who tackled Storm to the ground. When she raised her guns, the white-haired mutant quickly called forth a sudden rain that had the water droplets hit Domino's eyes and blur her vision. She fired her guns but missed due to her blurred vision despite the short distance. Storm kicked her off and then quickly summoned a bolt of lightning to take out Domino. To her surprise however her attack instead hit one of her guns as the weapon short circuited and became useless. She had forgotten how Domino's powers of luck tended to help things in her favor. Even so at least she removed one of her weapons from the equation now.

Kitty ran at Rogue and leaped to deliver a spin kick, but the white streaked girl leaned back to avoid before quickly reaching out to touch her. When her ungloved hand came to touch Kitty's face however, it went through her instead as if she were a ghost. Shadowcats entire body phased through Rogue's and once she finished, she turned around and went to deliver a right punch. Rogue countered by blocking it with her forearm before dealing a low kick that made Kitty fall to the ground. She went to touch Kitty's face again as it was the only part of her that wasn't covered up by her uniform. Shadowcat quickly grabbed her hand and then delivered a kick to her opponent's gut that knocked her back.

"You may as well give up on trying to touch my face because I won't let you." Shadowcat declared before taking a fighting stance. "Why don't we just see who's a better fighter to settle this?"

Rogue gave her former roommate a challenging look before taking on her own fighting stance. "Fine by me."

The two former allies then charged as they began an exchange of hand-to-hand combat without the aid of their powers.

---

Two blurs raced around New York at staggering speeds, one white and one blue. The two blurs kept colliding with each other for an instant before separating as both attempted to overcome the other.

For Pietro this was a first for him, having never faced someone else who could move fast like him. It was a foreign experience as he had to stay completely alert as he ran or else he'd get caught. For Ben this wasn't a first for him however as he had faced Helen in plenty of sparing matches. Sometimes he'd even use Fasttrack and XLR8 against her to see how she'd fare with another high-speed enemy.

The two were running next to each other while exchanging blows without slowing down. Fasttrack deflected a punch from Quicksilver before going for a low kick to try and trip him. Pietro dodged by jumping and retaliating with an air kick that knocked the alien back. The hit also caused him to swerve out of control for a moment and head right for a building. Reacting fast to avoid collision he adjusted himself to quickly run up the building instead of trying to avoid it completely. He ran over it before racing back down and getting back on the road as he spotted a vacant street corner and looked.

"Where did he go?" Fasttrack wondered suspiciously.

His answer came when a familiar white blur came from behind and rammed into him. The blue furred alien let out a pained yelp as he fell and rolled on the ground for a bit. He quickly looked up to see Quicksilver pulling his leg back to kick him. Quickly he ducked out of the way before using his tail to grab and wrap around the mutant's extended leg. He immediately pulled and started to run in a small circle with the now screaming mutant on his tail.

"Hey stop! Let me go!" Pietro screamed out as he was being spun around as if his enemy were doing doughnuts.

"You got it!" Fasttrack complied as he released his grip and hurled him in the air.

Pietro could do nothing to stop himself as he went crashing into a car. His body crashed through the front windshield and collided with the driver's seat. The card jerked back a bit from the force and the air bag was deployed as a result. The mutant's legs were the only thing that could be seen as they dangled out of the car. Fasttrack smirked at how funny his opponent looked like that; thought he did feel a bit bad about whoever's car that belonged to. The memory of Coulson's car suffering flashed in his mind for a moment before he shook it off.

Quicksilver's legs twitched before the man sprang into action again. He kicked the door open and walked out with a ticked off look on his face as he glared at Fasttrack who was chuckling a bit.

"That wasn't funny!" Pietro yelled indignantly.

"Course it was… because it didn't happen to me." Fasttrack remarked through contained laughter.

"Your gonna regret that." Quicklsilver warned.

"I don't have regrets anymore." The alien told him as his mind recalled Kai and Hulk. The former who he gave up marriage to let her pursue her dream while the latter had felt guilty for imprisoning. He then smirked cockily at Quicksilver. "By the way, tag your it now."

With that Fasttrack dashed away with Quicksilver yelling "Get back here!" before giving chase. The two were racing all over New York once more but with the alien in the lead and the mutant behind him trying to catch up.

"I'm not going to be outrun by some newbie!" Pietro thought in anger before giving it his all as he increased his speed to greater levels. The silver speedster managed to start closing the distance between them as he got closer.

Fasttrack looked back and saw the mutant fast approaching to his surprise. He took a sudden right turn as he began a zigzag maneuver to try and put distance between them. It didn't work as Quicksilver managed to keep up and close in further before he delivered a kick to the back of Fasttrack's left knee.

The alien faltered in his step and ended up bouncing off the ground while rolling. He came to a stop when he crashed into a restaurant's window rolled over an unoccupied wooden table and continuing till he collided with the cashier stand. The customers and employees who were inside got startled by the sudden crash. They all stepped away in fear as they looked to see what had caused it and saw Fasttrack. Said alien had let out a yell of pain as he held his right shoulder which was now dislocated. The blur of Quicksilver came into view as he jumped through the destroyed window and looked at his opponent with a smirk.

"Not so tough now are ya slowpoke?" He mocked while the people inside quickly ran away and left seeing a fight between two super powered people taking place. One of them even started to call the MRD, not that it would do any good if the two chose to take their fight elsewhere.

Fasttrack glared at him in anger before taking a moment to calm himself. He slowly got up and earned a look from the mutant speedster as he saw him holding his shoulder.

"Not planning to keep fighting me with that injury, are you?" he questioned incredulously. "I mean sure your feet are probably still good to go but do you really think you can take me with only one good arm?"

His reply was Fasttrack dashing straight into a wall. Slamming his damaged shoulder against it and forcing it back into place as a loud popping sound was heard. Quicksilver couldn't help but wince a bit at the sound.

"You must be a glutton for punishment." The mutant remarked.

"Since you've proven to be faster than my current form there's only one thing left for me to do." Fasttrack said earning a raised eyebrow from his opponent.

"If it's not surrendering then you must be dumb." Quicksilver added.

At hearing that Fasttrack smirked. "If a man loses to someone that he calls dumb then that just must mean he's even dumber than the dumb person he called dumb in the first place."

"Huh?" Pietro could only say. A green flash shined in the restaurant as the mutant saw him take on the form of a black and blue armored velociraptor-like creature.

"Also, the answer to what I was saying about you being faster is simple, I'm just going to have to XLR8 into high gear." XLR8 told the mutant right before his faceplate closed and he ran at the mutant.

Immediately Quicksilver found himself knocked backwards before he even knew what happened. His body was rolling backwards on the pavement before he suddenly found himself lifted by the collar. The world became a blur even to his eyes as XLR8 pulled him along as he raced across the land before stopping in a desert-like valley as he threw the mutant. Pietro rolled uncontrollably, passing several yards in the process. As he began to slow down at last, he suddenly found himself lifted by his collar again and being carried like a ragdoll as XLR8 sped through to parts unknown before coming to a pier and once again throwing the mutant. Pietro found himself skipping over the water a few times before he finally crashed beneath the surface and then frantically paddled himself to get upright.

He paddled his arms and legs faster before managing to eventually build up enough momentum to run on the water. His moment of relief was cut short as XLR8 almost immediately caught up to him and grabbed him once more, yanking him towards a new destination. This time coming into an empty football stadium as he stopped at the starting point and threw the mutant in the air. His body soared through several yards and looked like he was going to reach the end of the field when the alien suddenly came at him from the other end. He spun in midair before delivering a powerful slap with his tail that knocked the wind out of him and sent him flying in the opposite direction.

Quicksilver rolled across the ground again before finally stopping and trying to get up as fast as he could. He looked up to XLR8 with a clear look of disbelief and perhaps even horror.

"This can't be…" Pietro thought in refusal at what was happening to him. "he's faster than me! I barely even saw him coming at me until it was too late to react!"

"Had enough?" XLR8 asked him almost mockingly from the smirk seen on his now exposed face.

The two words sent the mutant into a barely controlled rage. "Not even close!" He then ran at him, going on the attack this time as he intended to teach this upstart a lesson.

A useless endeavor as when Quicksilver got close XLR8 suddenly speed up. The mutant speedster looking like a TV character who was moving at 0.5 speed to the alien. XLR8 suddenly ran around Pietro before kicking him from behind, sending him tumbling forward about to fall. Before he could however XLR8 was suddenly in front of him and delivered a backhand to his face that sent him soaring the other way. Once again, the alien suddenly seemed to instantly move behind him as he grabbed the mutant by his leg. He swung him around before throwing him into the wall of a warehouse which the mutant went crashing through hard before continuing out the other wall.

He managed to stop himself before he looked to see the black and blue blur of XLR8 suddenly coming at him in a zigzag motion before going straight at him and punching him on the chest. The blow knocked the wind out of him as he got knocked back as if he were a kicked soccer ball. He finally came crashing into the ground in pain as he was sure a few of his ribs must've been bruised.

"As a wiseman once said, there's always someone better out there. Unfortunately for you, I'm that person?" XLR8 told him as he slowly approached the down mutant.

With Quicksilver however he looked up to the alien with a hateful glare. Unable to belief how he had been completely outmatched in terms of speed. Who the hell was this guy? Where did he come from? How did the X-Men recruit this guy without his father even hearing anything about it?

The alien stopped in front of his downed opponent and grabbed him by the back of his neck as he lifted him up.

"This one's for Emma you jerk." He told the mutant right before slamming his face into a wall as he did to the blonde telepath. And just like her, Quicksilver instantly lost consciousness as he fell to the floor unresponsive. His nose was now bleeding indicating it was likely broken. "Now that he's out of commission I better go check how the others are doing."

With that he sped out of the area, making his way back to MRD base.

---

Back with the X-Men and Brotherhood things had started to reach its final point. Emma was still knocked out but was now also joined by Storm. The weather mutant had managed to knock out Blob after hitting him with several lightning bolts. Domino had also been knocked out by her but not before she managed to fire a lucky shot. Which caused another car to explode in flames and part of the battery to come flying out and hit her in the head which knocked Storm out. Avalanche was also knocked out after Beast got close enough to engage him in hand-to-hand combat which he didn't last long against. Rogue and Kitty were out of sight, having taken their fight elsewhere when Rogue ran off and Kitty followed. That just left Juggernaut who had been fighting Wolverine one on one. Or to be more specific, beating the hell out of Logan in a one sided brawl.

The unstoppable mutant had been putting him through the grinder. Smashing him into cars, tackling him through walls, stomping him into the ground, slamming him around. If it wasn't for Wolverine's unbreakable bones, he would've been crippled several times over by now. And if it wasn't for his healing factor, he would've been dead or put into a coma. That said it wasn't enough to prevent him from losing consciousness at some point. When he woke up, he saw Juggernaut had turned his attention on Beast as they fought. No doubt his good friend had come to his aid to distract the big brute to buy him time to heal.

Meanwhile a few short blocks away and around a corner Rogue was leaning against a wall panting a bit out of breath. At her feet was a knocked-out Kitty after the two had ducked it out. The two had gone all out in a mere fist fight, with neither one using their powers as promised. Due to them being former teammates they had an idea of how the other fought, both having been trained by Wolverine in some basics. Because of that their fight was a stalemate at first despite Rogue being a bit older. However eventually she proved to have more stamina and managed to knock her out. Which wasn't a surprise since Kitty tended to use her powers to take shortcuts to avoid long runs.

"Sorry Kitty." Rogue thought in regret for having to harm her former roommate. She finished catching her breath and wondered about what she should do next. The clear thing would be to go help Juggernaut to help maintain her cover. But on the other hand, she didn't like the idea of helping someone who had tried to murder Xavier. Before she could ponder further however a blur suddenly came up behind her and before she knew it, she was put in a full nelson hold.

"Looks like I came back just in time." XLR8 declared while restraining her before he took note of Kitty on the ground. "Guess you managed to win your fight but sadly that's as far as you get."

Rogue pondered for a moment at his words before figuring that this was the same guy that fought Quicksilver. Guess that meant he had lost his fight against the opposing speedster. She made a note to tease him about that the next time she saw him. She struggled in his grip before turning her head to get a glance at him and to her confusion saw him in a different form. She shook that thought aside to deal with her current situation. "Sorry but I'm not a quitter." She then looked to see his blue forearms and bent her arms back enough to touch them with her still uncovered hands.

Immediately a strange sensation filled the two as both XLR8 and Rogue let out groans of both pain and discomfort. Though for the alien his was worse as he felt his strength quickly leaving him. That wasn't the only thing happening as the Omnitrix symbol started to flash. The icon switching between green and red as if in alarm as green bolts of energy sparked from it before a surge of energy exploded from it. Both were blown away from each other as XLR8 hit the wall behind him while Rogue fell to the ground. A moment later the transformation was undone, and Ben reverted to his usual self. He fell to the ground, catching himself by his arms as they stopped him from meeting the floor. His body suddenly felt tired as if he had just finished a rough workout with agent May. A small scream turned his attention to Rogue who seemed to be hugging herself in pain.

Rogue was aware of what happened when she touched others. The effects usually varied depending on how long she had remained in contact with someone. If it was for a moment, then she would gain their powers and some memories. If for an extended time, then she gains their powers for a longer duration and their memories would mix with her mind. However, there was another factor regarding when using her powers on those with bodies that didn't resemble regular humans. In those cases, her own body would sometimes undergo its own transformation.

Which is exactly what was happening to her as her skin began to turn into a light shade of blue. The green of her eyes expanded completely covering her orbs as her pupil and irises disappeared. A black helmet like construct formed around her head with the visor raised up while her long hair flowed out from an opening in the back. Two sharp toe like claws burst out from each of her boots as the bottoms were then torn open when a black sphere emerged beneath her feet, now elevating her. Rogue then let out a discomforting groan right before a black and blue stripped tail popped out from behind. Her uniform tore up to allow the new appendage out of its confinement.

Ben looked at her in surprise and disbelief as he saw her take on an appearance that greatly resembled XLR8. Memories of his first battles with Kevin coming into mind. Although he had to admit, in her new form she still looked lovely, only now in an exotic kind of way. Memories of Ester now coming into mind as he recalled how she was half alien and human. If he ever thought about what the offspring of a human and Kineceleran would look like, then Rogue just became the perfect example of it.

Rogue stumbled in place as he she held her head while feeling something was wrong. Usually when she touched someone, she'd get their powers and some memories would flow into her mind. However, this time she felt a greater number of memories flood her thoughts. Memories that she couldn't even begin to make sense of because they were flashing so rapidly and uncontrollably. Even what she managed to see; she couldn't make heads or tails out of. The images of planets that clearly weren't from any of the known eight in their solar system. Several mutants… or creatures of unique appearances thriving in an underground town. Scenes of events occurring in outer space with earth nowhere in sight. Looking upon two green faces that looked like masks in a void of space as they spoke to her.

It was all too much for her to handle all at once as she screamed while clutching her head.

Ben blinked at seeing her in pain as his train of thought was broken. He didn't know why she seemed to be in pain, perhaps she couldn't properly control the powers she absorbed. He wondered if that was perhaps because he had been an alien rather than a mutant. Maybe this was the first time she absorbed an alien's powers? Regardless she was preoccupied, and this was his chance.

With a quick thought, he transformed into Shocksquatch and wasted no time in unleashing a high voltage burst of electricity at the mutant. However, the attack came out smaller and weaker than usual due to whatever Rogue did to him beforehand. Nevertheless, his attack met its mark as she cried out in greater pain as her body was enveloped. Ben kept the assault going a bit longer till she finally went silent and began to fall over. Immediately he ceased his attack and let her hit the ground as she passed out.

Slowly the alien pulled himself up but felt a moment of dizziness and leaned against the wall for support.

"Damn what did she do to me? I haven't felt drained like this since those times I first fought Darkstar." Shocksquatch said in recollection of the villain. He leaned further back against the wall while taking some slow breaths. His eyes then looked up ahead to see a small apartment complex. But what really got his attention was the vending machine it had.

He slowly walked towards it while being glad that no one was out at this time of night. He saw some rooms with the lights on but paid no mind to it. So long as he didn't make any unnecessary noise, he wouldn't cause a scene. Once he reached the machine, he pressed the button for a sprite before then putting his fingers against where a dollar would be inserted. A small jolt of electricity was emitted, and the machine received an error that made its system believe payment had been made. A second later his desired soda fell out as he eagerly took the can and opened it before chugging down the whole thing. A small relief coming over the alien as he felt his thirst quenched and a little energy return but was still quite worn out.

The sound of a distant explosion caught his attention.

"I gotta get back to the others, I hope they're doing ok. But I need to regain my strength if I'm going to face their heaviest hitter." Shocksquatch looked around and saw powerlines about two blocks away. "Those will help."

He made his way to them and once he arrived he climbed up before gripping the powerlines in his hand. Volts of electricity shocked his hand as he absorbed the energy. The lights from all nearby buildings flickered before shutting down as their supply of power was disrupted. Slowly Ben felt his strength returning as the fatigue left his body. Once he felt sufficiently replenished, he dropped to the ground and his body sparked with renewed electrical energy.

"Oh yeah now I'm charged up and ready to go!" Shocksquatch roared as he began to make his way back.

---

Meanwhile back with the remaining fighters' things were looking bleak for the X-Men.

Wolverine was on his back panting as his healing factor was going into overtime trying to fix him. His newest injury was a large gaping hole in his stomach. The cause of it was a street sign that was currently lodged in his stomach thanks to Juggernaut impaling him with it. Which followed with him burying Logans entire body under rubble when he threw an entire stone wall at him. This now left him pinned down and unable to lift his arms to cut the pole out. The constant pain he was feeling did not help him either.

Which now left Beast all alone to face Juggernaut's wrath. Who was literally standing on his last legs after taking a few hits from Xavier's crazed stepbrother. The blue mutant was on his knees feeling bruised and worn out. The guy was towering over him with fist raised up in preparation to crush him.

"Your buddy Wolverine won't drop dead, but I bet the same doesn't apply to you monkey boy." Juggernaut said in preparation to end him.

Suddenly a blast of lightning struck the invulnerable mutant in the back. The attack didn't hurt him, but it did get his attention as he turned to see who did that. He got his answer when a large sasquatch looking creature tried tackling him. That proved useless as Juggernaut didn't budge from his spot, the sasquatch however looked dazed as he fell back to the ground.

"Owww why did I think that might work?" Shocksquatch groaned painfully, feeling like he just tried tacking a vibranium building. He didn't have time to ponder things further when he felt Juggernaut's large hand grab a hold of his skull. Immediately he made his body emit several million volts of electricity, but it didn't faze him.

"Ben!" Beast called in concern.

Juggernaut turned to Beast for a moment at hearing him call out before figuring this was the same guy from before. "Back again?" he then scoffed. "I guess speedy wasn't able to handle you, but you'll see I'm an entirely different league." He then proceeded to start crushing the alien's skull.

If he wasn't distressed before then Shocksquatch certainly was now as his head was aching. Out of reflex his body generated more power to try and force him to release his grip but it still didn't harm the large mutant. With a panicked though, the aliens body flashed green as Juggernaut suddenly found his hand completely closed but without his enemy in his grasp. The large mutant blinked before opening his hand to see it was empty. He turned his head around searching for his opponent only to not find him anywhere.

"Where are you punk!" He called out to see if his opponent would reveal himself. He glanced in every direction for the guy but didn't see or hear anything. The invulnerable mutant then scoffed as he turned to Beast. "Looks like your pal ditched you to save himself." He began to approach him. "Which means now your all alone and ripe for me to crush."

"That's not a nice thing to say or do mister."

Juggernaut stopped as he turned to look behind him at hearing a voice, only to see no one. He began to look around searching for whoever spoke as he knew it wasn't Beast.

"Why don't you take a few deep breaths and think about what you're saying as you evaluate your life."

"Who is this? Who's saying that?" He questioned loudly earning a confused look from Beast who didn't hear anyone other than the crazed mutant now apparently talking to himself.

"This is your conscious; we haven't talked in a long time, so I figured this was a good time to reconnect."

Cain stopped in place as he heard the voice again. His mind going hectic as it sounded like it was coming from within him. But that's impossible, he was still wearing his helmet so telepaths shouldn't be able to touch his mind, let alone communicate with him directly. He gripped his head while screaming "Get out of my mind you pest!"

"Ohhh sorry, you were on the right track but then went off course."

Juggernaut continued to grip his helmet covered head in irritation. However, as he did a sudden realization came to him. Now that he heard the voice again, he noticed that the way it sounded was different. While it did sound internally like from a telepath there wasn't an echoing sound to it which was another signature to be heard.

A sudden irritation came to the giant mutant as he shook his head to relieve himself. Soon however another itch like irritation came over him as he slapped the back of his head feeling as if a fly had landed there.

"Sorry but that's another swing and a miss."

As soon as the voice said that Juggernaut's eyes widened in horror for the first time in a long while. The reason for that was because he realized that the voice wasn't coming from inside his mind but rather from literally inside his head.

Deep in the invulnerable mutant's head and unseen to everyone was Nanomech. Who's size currently made him about as big as a grain of rice as he floated in the man's ear canal. He was in deep as his hands were light up with energy like a certain heroine. After a moment of pausing, he fired his bioelectric shots at the man's inner walls of flesh.

He had at first fired in low intensity, thinking the man's innards were either normal or less invulnerable than the outside of his body. When he found that neither seemed to be the case, he began turning up the intensity and saw it seemed to annoy the giant brute. He cracked his energy as high as he could and shot at the man's inner ear canal repeatedly. Suddenly everything shook as the man appeared to jerk his head around before a more violent shake occurred which he determined to be from him hitting his head, or at least his helmet.

"GET OUT!"

Back on the outside Beast had dug Wolverine out of the rubble. The man wasted no time in cutting the pole on his chest before lifting himself up till the rest of the imbedded pole slid out of him. Once it did, he held his chest in pain at the hole he had as blood pooled out only to then cease as his healing factor kicked in and began to close the wound. Beast held him up while he caught his breath after that ordeal.

"Are you ok Logan?"

The clawed mutant looked at him with a slightly strained look. "Urgh… yeah just give me a few seconds for my lung to get stitched back together." He then turned to Juggernaut and got a confused look mixed with some disbelief. "What the hells the matter with him?

The reason he asked was because he saw the guy clutching his helmet. He was thrashing his head around like a bull trying to throw off its rider. The invulnerable mutant then proceeded to smash his head through a car before lifting it with nothing but the strength of his neck. He then tore it in half before bashing his helmet with the pieces. It would almost be considered funny how the guy was basically hitting himself. Too bad he didn't feel any pain from it.

Beast gave their enemy a perplexing look. "I don't know, one moment he was about to crush our new friend's skull. The next instant he disappeared in a flash of light and now our foe started to talk to himself. If I didn't know any better, I would say that someone's infiltrated his mind and is launching an assault?"

"That can't be, bub's still wearing his helmet. So how could someone possibly bypass his defensive measures?" Logan questioned incredulously before casting a quick look to Emma who was still out of it.

"GET OUT OF MY HEAD!" Juggernaut screamed out angrily before plowing headfirst right through the perimeter wall of the MRD facility. A large hole now in the structure that was big enough for a bus to fit through.

"Although I'm now starting to think it might be possible." Logan added amusingly as he stood straight now that he felt his insides healing up nicely.

Before Beast could respond however, the two saw a noticeable little green firefly like light in front of them. A larger green flash revealed Ben who held his head a bit as he looked a bit disoriented.

"Ben!" Beast called out. "What happened to you?"

He turned to the blue mutant. "Did you know that the guy's interior is almost as invulnerable as his exterior?"

At hearing that both mutants blinked. Their minds digesting his words before recalling Juggernauts crazed and self-inflicting actions. Now realizing where he had been and what he'd been trying to do.

"No, we didn't know that." Wolverine said before scoffing "Shame too because I always thought that if I could just get through his skin, I'd be able to stab his vitals to bring him down."

Ben gave the man an unamused look. "You're not very big on subtle, are you?"

"I find that to be overrated when not needed." Logan shrugged.

"You try getting knocked around inside his head as if you were in an overturned RV that keep rolling over." Ben remarked as he recalled how he was knocked everywhere.

Juggernaut came walking back out of the wall's new entrance as he looked at the three of them. Spotting Ben among them and no longer hearing that annoying voice in his head he knew it was gone now.

"I'm going to make you pay for getting in my head you punk!" He glared at him vengefully.

"Oh great, now he's angry at me." Ben turned to the others when he recalled something. "You said the only effective way to bring him down is to use a telepathic assault on his mind?"

"Yeah, but so long as he's got his helmet on that's not going to work. Also, we can't do this without Emma's help and she's in no condition to fight." Beast recounted.

Ben looked to see Emma was still out cold leaving the teams only telepath inactive. "Well, I've got an idea for that. But first we'll need to get that helmet off him so he's less protected. I'll try and keep him sorely focused on me while you two focus on getting rid of that headpiece."

On hearing that both mutants raised their eyebrows. "What do you plan to do after that?" Beast asked.

Ben's response was a smirk coming to the surface. "You'll see when we get there."

Despite the cryptic answer the two accepted it.

"Alright then, consider it done." Logan turned to his only remaining ally. "You ready to get up close and personal Beast?"

The blue gave an almost resigned smile. "Sadly, that's the only way we'll be able to get his helmet off."

Juggernaut came charging at them and the three quickly scattered. The unstoppable mutant turned before going after Ben who wasted no time in transforming into Cannonbolt. The alien quickly curled up into his ball form before rolling at the mutant. Cain was unbothered and when the alien got close, he delivered an uppercut cut punch that sent the sphere soaring high up into the air like a homerun baseball. Ben quickly uncurled himself while in the air and transformed into Stinkfly as he rapidly flapped his wings to stop himself before quickly flying back at his opponent. Juggernaut prepared himself but was quickly caught by surprise when the insect alien spat slime at him. The sludge substance hitting his face and clogging his helmets openings, completely blinding him.

Cain let out a frustrated yell as he tried getting the substance off to regain his sight. He ceased his actions when he felt the weight of someone on his back.

"Now to get the latch!" Wolverine thought as he reached for one of them.

Only for him to suddenly let out a scream of pain as his hand and whole body was electrocuted. With his metal bones this was a more painful process for him than others. His screams and pause were all Juggernaut needed to reach back and grab him before yanking Logan off. The invulnerable mutant then slammed him into the ground before stomping him. His large boot crushed his body as it sunk into the ground from the weight and pressure he exerted. He then finally managed to remove the gunk from his helmet and saw it was Wolverine.

All four of Stinkly's eyes winced at the sight and was glad it wasn't Beast who had lunged at the giant first. The blue mutant would've been dead for sure if that happened to him. Juggernaut reached down and grabbed Wolverine by his skull before throwing the mutant at the flying alien. Stinkfly reversed his direction to lower the force of collision as he caught Logan. Only for all four of his eyes to bug out when he suddenly found himself falling to the ground. The weight of Wolverine was far more than he had expected as he felt like he was trying to carry a refrigerator. He flapped his wings more rapidly to try and slow his descent which he managed before gently dropping him to Beast who caught him. He flew at Juggernaut at high speed before quickly changing form once more.

Juggernaut's eyes widened a bit as the form of Four Arms came crashing into him. The multi armed alien tackled him and the force of which pushed Juggernaut back several feet before he stopped in place. Four Arms then began to deliver several punches on the large mutant only for him to wince a bit as his hands hurt from hitting his invulnerable armor. With that Juggernaut took his turn as he delivered a hammer fist on the alien's upper back that instantly knocked him down. He grabbed him by his leg and then began to spin around before slamming the alien into the nearby wall, car and ground. Four Arms kicked Juggernauts helmet with his other leg and managed to free himself. He got up and ran at him and delivered a cross with his upper right arm. Juggernaut caught the fist which the alien responded by swinging his other one but it was caught as well in Cains other hand.

The two heavy hitters growled as they tried pushing the other. Juggernaut was surprised to find himself actually struggling and needing to put in the effort. Four Arms tried pushing with all his might but Juggernaut barely budged backward. He soon felt pain building up as the large mutant started applying pressure on the aliens fists. Ben felt his knuckles threatening to break while he was slowly pushed down as Cain was forced him to kneel.

"You can't stop me!" Cain declared.

Using his two remaining free lower arms the alien clapped them hard and created a shockwave at point blank range. The concussive force caused them both to separate. Juggernaut stumbled a step or two back while Four Arms skid on the ground on his back before getting back up right as Cain tackled him and crashed them both into a wall. The invulnerable mutant pressed him against the wall with one hand before rearing his other fist back.

A green flash later and Cains fist went through the wall with the alien no longer pinned. Big Chill phased from behind the wall thanks to his intangibility. The ghostly alien exhaled his icy breath as he began to freeze the mutant solid in a large block of ice. That didn't slow him down however as the mutant broke free instantly by flexing his body and smashing the ice apart. He ran forward and lunged his hand to try and grab the alien but Big Chill turned intangible again and phased through the mutants body. A large part of Juggernaut's body froze over as a result but it shattered when he flexed his muscles.

A loud roar caught Cain's attention as Wolverine was back in action. He lunged and swiped at him with his claws earning sparks from his armor but leaving no scratches on it. Juggernaut gave a backhand swing that knocked Logan away right before Beast jumped on his back to try and get another latch. In anger Cain flipped his body backward to try and crush him when he fell. Beast luckily had the foresight to immediately jump away to avoid that as Juggernaut fell on his back before lifting himself up.

The three heroes gathered as they faced him down.

"His helmet has some kind of new defense." Logan pointed out. "The moment I touched one of the latches I was severely electrocuted. That shock was as bad as one of Storms big lightning bolts."

"It'll take us forever to get it off his head at this rate." Big Chill remarked in annoyance. "We need to find a way to remove it quickly."

"If you have an idea then I'm open to hearing it?" Beast asked.

Big Chill said nothing for a bit as he organized his thoughts to come up with a plan. He quickly changed into Heatblast and fired an inferno at the mutant to try and slow down his advance. Juggernaut shielded his eyes not for their protection but simply because the intense light made it hard to see ahead.

"I've got a new idea, listen carefully." Heat Blast remarked after finally coming up with something as he told the two mutants his new plan. "Think you can handle him without me for a bit?"

"I've been managing since this fight started." Logan reminded him.

"Yes, well try not to get yourself pinned down this time Logan." Beast retorted earning a look from Wolverine before the two ran at Juggernaut and Heat Blast turned back into Big Chill and went intangible before he dived under the ground.

Wolverine charged at Cain and quickly slid on the ground to avoid a swing of his arm. He skimmed beneath his legs and quickly lunged at his back using his claws to try and hack him. Once again his claws emitted sparks as they scrapped over Cain's armor but failed to damage it. Juggernaut turned to him only to get a large rock thrown at the back of his head. The piece of earth shattering upon impact as Cain looked back to see Beast come soaring down with a kick as he hit the back of his right knee. The hit caused Juggernaut to bend his leg forward and making him lose his balance as he involuntarily dropped to one knee. Logan took that moment to go for the helmet, but Cain saw it coming. He grabbed Wolverine in midair before squeezing him in his large hands trying to see if he could break his body.

A high surge of pain filled Wolverines body as it felt like his bones were threatening to bend. He knew that wouldn't happen but it sure felt like it would, which didn't stop his muscles from feeling like they were being crushed and ripped.

Beast came to his aid as he jumped on Cain's back immediately getting his attention. He dropped Logan and reared his arms back and managed to grab Beast before he managed to jump away again. He quickly started to try and crush him in his hands like Wolverine had been mere seconds ago. But speaking of whom the clawed mutant had roared before lunging at Juggernaut again. His claws struck into the openings of the helmet as he went for Cain's eyes.

The invulnerable mutant was actually startled by the action as he dropped Beast and out of reflex closed his eyes. The claws poking at his eyelids but failing to pierce through them. He grabbed Logan by his arm and pulled him off as he reopened his eyes to glare at him.

"You flinched." Logan taunted with a smirk at having made the invulnerable mutant look startled for a moment as if afraid he had been about to get hurt.

"You didn't scare me, that was just a dumb reflex." Juggernaut rejected the notion at having panicked for even a second over something that wouldn't have hurt him.

"Let's test that again then." Logan challenged before using his free hand to go for his eyes again.

Juggernaut wasn't having it though as he swung Wolverine's captured arm down and slammed him to the ground. Beast was still clutching his chest in pain as his rib cage felt like it almost caved inward. Cain was growing frustrated at fighting Wolverine due to the fact he basically couldn't die. At least not through ordinary methods which was getting on his nerves. The best he could do was try to knock him unconscious, injure him so bad it'll take him a good awhile to recover or get him out of his sight.

Cain paused at that thought as he blinked in realization before wondering why he didn't think of that sooner. With a smirk grabbed Logan by the leg before spinning around and around as he built up rotating speed.

"So long Wolverine!" Juggernaut leered before releasing his grip and sending Logan hurling into the air. The clawed mutant soaring almost like a drone as he vanished behind several buildings before the mutant started falling. He turned his sights to Beast who was backing away on the ground like a cornered animal. "And then there was one." He taunted before advancing on him. Beast kept backing away as far as he could to stay away from Juggernaut until his back hit the wall of a small building. Now cornered with no escape route, Juggernaut advanced with a sick grin on his face.

Unknown to Cain however was that Wildvine was right above him. The plant alien hanging from the roof as he slowly and silently descended towards him. Ben had actually attempted to use Lodestar to magnetically force the latches open and yank the helmet off Juggernaut. However for some reason he was unable to as his magnetic powers couldn't latch onto him. He had only ever come across this once before when trying to manipulate magical metal. He couldn't explain it exactly but something about the mystical energies imbued within made them unable for him.

However, Ben is nothing if not adaptable in a situation.

He extended his hands and stretched them out as his finger like vines reached for the helmet. His digits wrapped around all the latches and ignored the tingle from the electric shocks. His physiology which lacked a nervous system and plant based body was practically unbothered it. In one single swift motion he unlocked them all at the same time.

Juggernaut froze as he heard his latches opening. There wasn't anyone on his back and he didn't hear anyone. He looked up to see if there was someone above him. Too little too late as Wildvine pulled the helmet off Cain's body right as he tried and failed to grab it before it was quickly out of reach. Wildvine threw the obstacle over him and into the roof above him, now out of reach.

"You!" Cain angrily called out knowing it had to be the guy from before.

"I'm baaaack!" Wildvine sang as he fell off the building and landed on the ground. "And now that you've lost that overgrown metallic fishbowl, I'm going to put you out of commission!"

"You can't stop the unstoppable!" Juggernaut declared.

"Physically? Maybe not without the expense of causing too much collateral damage…" Wildvine trailed off before his green light enveloped him as a different alien surfaced.

The new alien resembled a mixture of humanoid and mildly reptilian characteristics due to sporting three toed feet and a lengthy muscular tail. He has dark grey skin covering his body aside from the areas of crimson skin which are located beneath his eyes and cover his cheeks, ending at the angle of his jawline. He is relatively humanesque with well defined musculature. He also sports several silver armor-like carapaces on his chest, shoulders, shins, waist and head. His head is rounded and running across the midline of his skull, from forehead to occiput, is a deep purple-blue crystal of some sort. He has no ears, but instead has lengthy black slits which function in the same capacity. His eyes are green and pupil-less.

"But Psyking is going to show you mind over matter." The new alien declared before his eyes glowed turning into a reddish color as he worked his powers.

Suddenly Juggernaut was clutching his head as a familiar sense of pain filled him. The power of a telepathic assault lashing at his very mind and making his brain feel like it was on fire. He grits his teeth with rage fueled anger as he tried to step closer to the alien to try and make him stop. Psyking narrowed his eyes as he put a bit more force into his attack as Cain's body swayed looking like it might fall over. Despite that he struggled to hold on as he crept closer and closer with each step he took.

The memory of a certain gamma powered hero fighting through Ultimate Echo Echo's attack flashed in Ben's mind.

"Your almost as stubborn as the Hulk." Psyking remarked in annoyance before deciding to put more effort. Before he had been holding back to at first test Juggernauts mental defenses and resilience. Not wanting to end up causing him any mental damage despite his villainous behavior. Since he was being so defiant, he may as well get more serious and bring him down. With that Psyking got a determined expression as he bared his teeth and unleashed a stronger level of psychic energy.

Juggernaut suddenly stopped in place as he let out a scream he had been holding in the whole time. His vision getting blurry and his hearing filling with the echoing sounds of his own yell and the ringing in his mind. He finally fell to his knees before falling over completely. His hand reached out to try and grab Psyking as he shot him a hate filled glare. It was futile as he was still wasn't close enough to seize him. With one final moment of struggling his hand hit the ground as his eyes rolled over and consciousness finally left him.

Psyking let out a breath of relief as he relaxed his mind. He hadn't used this form's telepathic powers on another person's mind for a while. Not that he was out of practice mind you, it was just that he didn't like attacking a person's mind. He preferred fighting them physically since bruises and even broken bones can heal but a damaged mind wasn't guaranteed to recover. Still after today perhaps he should consider doing some training to develop that more. If there are others out there who can't be stopped through physical means, then he had best prepare himself.

"Splendid work Ben." Beast praised as the alien turned to him. "Your plan worked out."

Psyking nodded. "I figured a stealthy approach from above would work well. His helmet only had openings for seeing in front of him and obscured his sight from above unless he turned his head up. The trick however was getting him close to a building so that I could quietly descend from above and get all the remaining latches. Once that was done, I just had to pull off his helmet and then strike at his now vulnerable mind."

Beast nodded. "Simple but effective." He then turned to look in the distance. "Although I don't think Wolverine is going to be happy about his sudden departure when he comes back."

The alien snickered. "Yeah, I wasn't expecting that to happen to him. If I didn't already know about his healing factor, I would've made the mistake of revealing myself trying to catch him. At least he'll be pleased to know the situation is handled and Juggernaut's down."

Before Beast could respond however he was suddenly knocked over by a familiar blur that came rushing by. That same blur struck Psyking on the head with something hard as he fell over dazed as it kept dashing around the area. The psychic alien held the back of his now sore head as he recognized it was Pietro. Before he could get back up however, the speedster was already running circles around him. A small twister formed as the alien was sucked in immediately, being spun around violently by the vortex of wind. Dizziness quickly returned as he felt vertigo coming back in force. Before he completely lost his sense of direction, he managed to transform into Terraspin. Folding his body into his fan form he quickly spun in the opposite way to cancel out the twister surrounding him.

"Ok Pietro now I'm gonna-" The alien stopped when he saw the speedster was gone now.

That wasn't the only thing either as all the mutants except for Juggernaut and Blob were gone. It seemed Quicksilver had used the distraction to extract his teammates minus those two. No doubt due to their large weight being too much for him to carry to safety.

"Dammit they got away." Psyking muttered in annoyance, now wishing he had hit Pietro harder.

"So it seems." Beast glanced at the remaining two. "At least Juggernaut is still here, so as far as I reckon that's still a victory since we accomplished our main objective. Having Blob here is a small bonus for us as well since the Brotherhood is now down one member."

"I guess." Psyking conceded before turning to him. "Let's gather everyone and split before other MRD show up."

Beast simply gave a silent nod before he contacted Forge to bring the blackbird back.

---

The two heroes gathered everyone and departed with the returned Blackbird back to the mansion. Thought not before picking up an irritated Logan who had been making his way back to the fighting ground in a taxi of all things. Ben had to pay the guy since Logan didn't have his wallet.

"Sorry if he caused you trouble Mr…" Ben asked for the drivers name.

"Oh my names Dopinder and it wasn't really any trouble." The drive said unbothered.

Ben noticed the name had an Indian accent but shrugged before handing him some bills. "Here you go and there's a small tip for good service."

"Much appreciated." Dopinder thanked in a positive tone before driving away.

"What happened?" Wolverine immediately asked on the situation.

They informed him of the fight's outcome and escaped Brotherhood. He had been pleased to know Juggernaut was recaptured and how they at least got one of the Brotherhood. With things handled they returned to the jet and headed back to Xavier's mansion. The others had woken up during the flight back.

Emma as expected had a large headache when she woke up. Along with a bruise on her forehead and her nose was dislocated and bleeding to her displeasure. Kitty was alright except for being a bit pouty at having lost her fight against Rogue. Storm was the only one who was indifferent at having been knocked out as her head was bandaged due to both a concussion and cut.

Along the way they were finally contacted by Scott and Bobby who informed them on why they failed to show up. Apparently, they were spotted by the MRD and had to try and lose them. Scott's car ended up breaking down because of their car chase. Things got more complicated when they were attacked a sentinel prowler. However, unlike the one they first fought this one was clearly a newer model. Retrofitted with stronger armor and newer weapons it had taken greater efforts to destroy it. They only managed to do it by having Boddy freeze the ground beneath it and then Scott blasted it forward. Right into a large sharp icy spike that pierced its body and caused it to cease functioning. After that was done Scott spent time fixing his car until he managed to get it working again. By the way he did the teams own fight had concluded.

"Well, that was a heck of a day we had wouldn't you all say?" Ben quipped trying to start a conversation.

"That's one way of calling it." Kitty answered as she laid back in her seat.

"I'd prefer to start putting it behind me." Emma remarked with her voice sounding a bit off due to her nose. It wasn't much but still noticeable as her usually smooth voice sounded a little nasally.

"My only issue is I didn't get to leave Juggernaut an injury for my own satisfaction." Wolverine grumbled, still annoyed over what happened to him during the fight.

Storm gave Logan her usual calm smile. "I'm sure he's plenty aggravated over being defeated less than an hour after being freed. It's certainly a new record for how long it took to bring him back into holding."

"Hey yeah that's so true." Kitty pipped in cheerfully. "We're getting better and better."

"Or you only made that new record because you had me along to help you succeed." Ben remarked with a smirk earning unamused looks from everyone. "Hey, it was my plan and actions that brought him down. Heck it was me who took out the speedster, that former teammate of yours and Juggernaut. I think it's safe to say I deserve my fair share of credit."

"You beat Rogue cause I wore her down for you." Kitty protested with a pout.

"It still counts as a win for me." Ben countered with a cheeky tone.

"Well, I certainly can't argue with those results." Emma didn't deny the good work he did before frowning at her bandaged nose resisting the urge to touch it. "Still if that savage hadn't delivered that cheap shot, I could've turned the tide myself. And I was so looking forward to showing how my telepathic powers could bring down the infamous Juggernaut."

Ben turned to her with a smirk. "If it's any consolation I gave him a real hard time before doing to him what he did to you as retribution." He got a raised eyebrow from Emma before continuing. "Fighting is one thing but trying to bash someone's brains is not very honorable. After all for a telepath nothing is more important than their brain right?"

Emma gave him a grateful smile. "Too true." She said before wincing a bit from a surge of pain from her nose.

"Would you like me to fix that for you?" Ben offered after seeing her discomfort.

The blonde telepath gave him a questioning look with a bit of suspicion. "You know how?"

"I've had my own nasal injuries." Ben said with a small frown as he recalled how he got those.

Emma said nothing for a moment as she looked at Ben. His request would be appreciated but that would require him having to touch her. Because of how she dressed and looked she had of course encountered some bad experiences with men. If you could even call them that with the kind of thoughts she picked up from them. So many repulsive fantasies in their heads and comments about how they'd love to enjoy her body. They were more like disgusting maggots in her opinion.

But Ben had shown he wasn't like that.

Since she first read his mind (his surface thoughts that is). She hadn't found any perverse thoughts from him at all. When he first saw her his only thoughts were appreciative of her beauty but in a respectable way unlike those scum. After that there were a few secret looks he sent her and thoughts (which she knew about). Not once did she hear him think inappropriately regarding her. In fact throughout the whole ordeal they went through today he had only two thoughts about her. The rest of his thoughts were about the mission, their team and other things. It was both impressive and perhaps also insulting to her that she hadn't made a bigger impression. Then again, his sole thought when he first met her had been quite flattering. Even now she picked up no thoughts other than just a simple desire to help. Along with the thoughts he had on how he had earned his own injuries to his nose. It almost made her break into a smile at the humor.

"Then by all means." Emma accepted.

Ben walked over and placed his fingers around her nose. "Wow her skin feels so smooth. I wonder if it's natural or if she uses moisturizer?" he soon blushed when Emma gave him a raised brow and sly smile showing that she heard his thought. He gave a false cough before preparing. "Ok then on the count of three." he said while acknowledged. "One…"

SNAP

"Owww." Emma exclaimed as Ben snapped her nose back into place. Immediately her hand went to her now aching nose after he fixed it. "What happened to two and three?"

"I figured it was better to get it over with right away." Ben playfully told her earning a small pouty glare for the action. "Try saying something else."

Emma blinked. "Why are you asking that?"

"Ok your voice is already starting to sound normal again." Ben pointed out with a smile before going back to his seat.

The team snickered a bit from seeing the whole ordeal.

"Well I don't know about the rest of you but I believe a well-deserved rest is in order when we return." Storm stated as she herself was looking forward to a goodnight's sleep.

At hearing that Ben was reminded of his own residence. "Speaking of which I believe it's time I returned to my own mansion.

At hearing that they all turned to him in slight surprise.

Kitty gave a slightly sad look. "You're leaving now?"

"I'm not surprised since he is an Avenger. He has his own team and villains to handle." Storm reminded.

"A shame, I was just starting to really enjoy your company." Emma half teased.

"Oh, don't worry I'm sure we'll see each other again. Heck I'll be sure to pay you guys a visit some time. I can certainly think of a few good reasons to drop by." Ben gave a friendly smile before looking at Logan. "Anything you'd like to say?"

Wolverine smirked. "Just that I look forward to when you drop by for my own reasons."

Ben offered his hand which Wolverine looked at for a moment. He eventually gave his own in return as they shook. A sign of a possible newfound respect and even friendship establishing between them. When that was done, he bid farewell to the others before turning into Big Chill as he flew through the plane. Once he did, he switched to Jetray and flew away at rapid speed as he headed home.

Meanwhile back in the battlegrounds, the MRD showed up and imprisoned Juggernaut and Blob in matching suspension capsules. It was decided that since their base had been compromised it was better to transport them to another location for confinement. This time choosing one of their hidden bases that were located underground. Not to mention is location was hidden even from their own databases.

In the sky a large black military cargo plane was flying over the sea, on route to said base.

"Can't believe we have to transport this bastard to another base again." One of the soldiers on board and keeping watch over the mutant's capsules muttered loud enough to be heard.

"Yeah, well what do you expect. The guy's invulnerable to just about everything except freaking telepaths." Another soldier said while looking at Juggernaut's body with contempt. "If he wasn't, I would've suggested we put him down for good six feet under."

"You ask me we should do that to all those mutant freaks." A third mentioned his dislike.

"Yeah, well unless Senator Kelly makes that possible, we can't just go around shooting up places." The fourth soldier countered before frowning. "It will make things look bad for us if you ask me. We start killing mutants and then their nonmutant relatives start protesting in outrage. Then they start gathering other people to sympathize with them and then eventually we got a full riot in every street. I don't know about you all, but I don't to add another historic riot to the list of those that have already occurred."

"It already seems like we're heading towards a war if you ask me." The second soldier responded with arms crossed. "I mean there's no way those mutants will keep quiet for long. So, we need to prepare for when that time comes cause I'm not letting America fall into the hands of freaks of nature."

"I'd toast to that." The first soldier agreed.

"Yeah well hopefully after we drop off these two monsters we can-"

A violent shake from the plane interrupted them as they nearly fell over if not for the straps they were wearing.

One of the pilots went to his earpiece "Pilots do you read me over!? What the hell was that!?"

"We don't know, that clearly wasn't turbulence. We're running a system check now but everything seems to be operational and in order."

Another violent shake of the plane occurred only this time it lasted longer. Before anyone could respond however the plane suddenly became inclined as it began a rapid descent.

"Mayday mayday we've lost control and are going down! I repeat we are going down, coordinates at-"

The soldiers have no idea what happened to the pilots when their voices stopped. All they heard was the sound of what they assumed was the cockpit tearing apart. After that the sound of a small explosion was heard. But it didn't stop there as the plane started to break apart and the capsules encasing the mutants broke from their supports and fell over. Thankfully they didn't break open however much to their minor relief. That soon vanished as the capsules suddenly began to levitate before they rose and smashed through the roof. Which was right before the plane crashed into the sea and the last thing the soldiers saw was water flooding the interior before darkness took them as it sank deeper below.

The two capsules flew up into the air before stopping before someone also hovering in the sky. In front of them was a shadowed figure with a cape that was rippling in the wind and a pair of glowing white eyes shinning through a helmet.

"Pietro failed to bring you to Genosha but that doesn't matter. The X-Men were careless for not making sure you were secured in prison first, now their loss is my gain." The figure spoke out despite knowing he wouldn't get a response.

He then quietly and stealthily flew away with his secured targets, heading straight for the island of Genosha.

---

For those who are wondering about Bens new alien Psyking. He is an original one a made up based on Cooler from DBZ as a species. I always thought he was more menacing looking than Frieza so I used him. Plus I wanted to make a little tribute to the late Akira and figured why not make my own character based on something from his show like how Karas look was based on Android 18's outfit.

I LOVED X-men 97. FINALLY a great X-Men show returns into peoples lives. I hope you all enjoyed this chapter not that long after the first season of the show ended. I cannot wait for the next one for sure.

Also after I saw the season it made me think. And I've decided to open another poll for who to pair with Ben. The reason is just because I felt my appreciation for Rogue (the winner of the poll) and Gambit as a couple renewed and wonder if it's still right to not put them together. So I've chosen to make a brand new poll for a possible new pairing since even though Ben has finally crossed paths with Rogue he has yet to start forming a romantic bond.

The candidates in the poll for Ben's pairing will be:

Daisy Johnson/Quake

Jessica Drew/Spider-Woman

Crystalia Amaquelin/Crystal

Anna Marie/Rogue (Just to see if she's still favored)

Feel free to leave any ideas, questions, opinions or etc in the reviews. (No Flames allowed)

Also I'm sad to see there there's been no one who's taken interest in accepting any of the story challenge ideas I put up in my profile after all this time. Is there no one that can accept any of the fics? Or anyone that knows someone who could do the job?