Homelander watched on as Magneto disappeared up into the sky, his blue eyes wide open almost anticipating the master of magnetism's return causing the supe started to hyperventilate out of fear. He could hear his own heart beat echo throughout his head as he stood up. Homelander looked at the Secret Avengers, who were all anticipating an attack from Homelander. Just before he could fly away or attack, something pounced on him, it was black. He noticed it resembled Spider-Man only pure black. The figure proceeded to take advantage of the situation and started to pummel Homelander. Homelander fired his laser vision, blasting him through the chest. The figure did not die, instead upon being knocked back clung to one of the pillars.

"Ain't that…" The Thing was about to ask Spider-Man when the latter cut him off.

"That's not Venom, if it was them, he'd be dead right now." Peter told him.

The Venom doppelganger healed the holes in his chest. His face retracted revealing it was Hughie. MM took note of his expression and could tell something was wrong. Hughie was furious, more than he had ever seen him since they met.

"Hughie?" MM was about to ask. However, Marvin knew the reason why Hughie was so furious.

"He's mine." Hughie told him.

Homelander tried to maintain his bravado, but it failed.

"That's a neat suit you got there, Campbell. Starlight would have loved it." Homelander told him, slowly flying up into the air.

A web shot out from Hughie's arm and wrapped itself around Homelander's ankle. Homelander tried to fly away, but Hughie fired another web at Homelander's back. Hughie tried to pull him back before getting launched at Homelander. Hughie wrapped his legs around Homelander's waist, Homelander looked at Hughie's face and now saw his mask sported sharp teeth.

"Jesus H. Fuck!" Homelander yelled, terrified.

Hughie proceeded to bite Homelander's neck and scratch his back. Homelander screamed in pain as Hughie tried to dig into his jugular to no avail. Despite this, he was piercing flesh and drawing blood from Homelander. The two crashed down onto the ground, Homelander tried to free himself. Seeing a chance Johnny shot a fireball at Hughie, the symbiote let out a high pitched inhuman scream as it reeled back from the flames. Homelander flew away as fast as possible.

"No!" Hughie yelled out. As Homelander flew away, Hughie turned to the Secret Avengers in anger.

"Easy, son." Steve warned as he tried to appease Hughie.

Hughie looked at the other heroes and MM.

"You let him get away!" He accused.

"Hughie, what the fuck happened?! What the fuck are you wearing?!" MM asked.

"He killed Butcher! I found his body." Hughie told him.

The revelation shook MM. A flood of emotions surged through him: shock, relief, but also grief. He felt dizzy attempting to digest the news.

"Hughie I…" MM tried to say.

"Save it. It's your fault MM, you always thought I should be your canary! So you could feel better about yourself! Well guess what? All of this is on you!" Hughie told him.

MM tried to defend himself ready to speak when Spider-Man stepped in his stead.

"How did you get the symbiote? Where did you find it?" Spider-Man questioned him, but Hughie ignored the wall crawler. "Look, believe me when I say this. I know what it's like to lose someone you care about, it's never easy. God knows it never is. But what you're doing and planning to do is not going to help you." Peter pleaded.

Hughie turned to Spider-Man, glaring at him.

"Go fuck yourself." He told him before swinging away.

Spider-Man watched helplessly his shoulders slacked. Steve placed a hand on Peter's shoulder.

"You did the best you could." He told him.

"I know, but still..." Peter stated doubt still in his tone, before turning to MM trying to rebuild his psychie. "Are you alright? How are you taking all this?" He asked.

MM was silent.

"Yeah… Yeah… It's just… I never thought… Even with what just happened to us… I mean fuck man." MM said as he collapsed on his knees. "I need to tell the others and Mallory." He told them.

"I'll go find the body." Logan grimly stated as he took his leave.

"I shall accompany you." Nightcrawler told him.

"Steve, something about this doesn't make sense." Bucky told Steve.

"What do you mean?" Steve asked.

"Homelander knew where to find us and not a moment later Magneto managed to find him." He responded.

"You mean someone set him up." Sam deduced.

"Yeah, it's possible." Bucky told him.

Just then a portal appeared before them. They braced themselves as Doctor Strange walked out of it. MM looked on completely surprised about what was transfiring.

"Gentlemen." Strange greeted.

"Stephen." Captain America responded.

Strange took note of all the destruction around him and the faces of the others.

"Am I interrupting something?" Strange asked.

"No, it's already passed, I take it you're here to bring us in. If so, the answer is still no." Steve told him.

Strange sighed and shook his head.

"I'm not here for any of you, I'm here for them." Strange said, pointing to the unconscious supervillains.

He opened a portal and brought the Sinister Six into it.

"You're one of them." MM stated as he angrily walked over to the Sorcerer Supreme.

"I'm sorry for what has happened." Dr. Strange apologized.

"Don't you apologize to me! You're going to destroy our whole fucking world!" MM told him.

"We tried everything in our power to stop the incursion but nothing worked. We could only delay it." Strange said.

"How long?" Spider-Man asked.

"We don't know yet. It could be days, weeks, possibly even months." Strange told him.

"Homelander is fucking us all over and putting my baby girl at risk! He killed someone I knew and I'm putting it on you for not stopping him sooner!" MM told him, he tried to punch Strange, only for a forcefield to protect him.

Strange let out a mournful sigh.

"We've already made plans for him." Strange admitted, but his defensive look gave away the fact he knew MM would not take it.

"Too late for that!" MM told him.

"I know, and I'm sorry for your loss." Strange solemnly told him before taking his leave.


Annie struggled to free herself off the web. When she heard someone approaching her, it was Nightcrawler.

"Annie, are you alright, fraulein?" Kurt asked her.

"Get me out of this fucking…" She told the mutant before he placed a hand on her forehead. In an instant they teleported away from the webbing. Annie could smell brimstone. She rubbed her still aching wrists.

"Thank you." Annie simply replied.

"Gern geschehen." Kurt replied back with a bow.

"Where's Hughie?" She asked angrily.

Kurt's expression became more solemn while his posture stiffened

"He has taken his leave, I fear." Kurt told her. "Wrath has overtaken him."

Annie's anger turned to concern. Earlier only saw Hughie give into his fears and insecurities.

"Wrath?" Annie asked.

"William Butcher, I fear, has passed away. May the lord grant his soul eternal peace." Nightcrawler told her.

Annie was shocked, she never liked Butcher. Yet she could not find any joy in his death.

"Oh my god…" Annie could only reply.

"Yes, Homelander killed him." Kurt informed her solemnly.

This was only confirmed to her when she saw Wolverine approach them, in his arms was Butcher's corpse. She saw the two burning holes in his chest.

"This was my fault… I should have… Oh god… Hughie…" Annie stammered.

"Don't, kid. It ain't your fault." Wolverine told her.

"Yes, this was beyond your control. On behalf of all of us, I am sorry." Nightcrawler told her.

"What was that? What happened to Hughie?" Annie asked.

"It's called a symbiote. An alien lifeform from our universe. It bonds to people and feeds off of emotions, powerful ones at that. Looks like it's starting to feed off of his anger." Nightcrawler told her.

"Why did it make him look like Spider-Man?" Annie asked.

"Let's just say the webhead has a history with those things." Wolverine told her.


Marie woke up and could only barely see her new surroundings. Her new room was composed of a simple cot and cramp space. Around her neck was a collar that the supe could not break out of despite her desperation. The door opened revealing a woman wearing silver armor and a purple bobcut.

"Marie Morneau, get out." She ordered.

"Who are you?" Marie asked.

The woman pressed a button and the collar shocked Marie. She collapsed on the ground, her muscles clenched from the electricity all for a minute before stopping.

"Outside." The woman told her.

Marie hesitantly walked out of the cell and saw the rest of the residents. The younger children were absent, making Marie even more anxious. Were they alive? Others were shepherding them to a place, including the man who kidnapped her. It looked like a balcony, her captors all went up the staircase. Just as another figure walked into view. The man had white skin and black hair with a goatee. He wore a strange black outfit with a cape that looked to be in tatters. On his forehead was a small red gem symbol that matched his eyes.

"Greetings children, you are probably wondering who I am." The man told her, he had an English accent.

"I am Nathaniel Essex, but you can call me Mister Sinister. You are wondering as to why I have brought you here? Well, the answer is simple: enhance your species. In your soon-to-be-dead native world, you may be the dominant lifeform, but here you are, far from it. Do not fear, for I will provide the means to evolve. What do I mean by that?" Sinister stated.

His followers descended from the staircase, circling the orphans. They all looked on in fear as Sinister smiled, flashing his pearly, sharp white teeth.

"The natural way." Sinister stated.

His eyes fell onto Marie.

"Except for you, Miss Morneau. You have earned a special privilege." Sinister told her, grinning all the while.

He gestured a hand towards her and Marie was lifted up into the air. She soon found herself face-to-face with Mister Sinister.

"Let us go, you piece of shit!" She warned, trying to fight back her fear.

Sinister simply chuckled in response.

"My dear, I'm afraid you do not comprehend the gravity of the situation." Sinister told her.


Colonel Grace Mallory's car was following the military vehicles to her home where Ryan was waiting for her. She checked her computer and saw the satellite images of the Pentagon, including Butcher's corpse on the grass. She couldn't look at it for more than a second. But she had to put herself together.

Ryan waited for her outside the house, confused and scared since the energy went down. Grace left the car and approached Ryan.

"See those?" She asked him. "The only functional vehicles in the whole world, courtesy of our friends from Earth 616. You packed everything?"

"Why? No one tells me why we're leaving." He told her.

"We told them how special you are and we needed you, Ryan, we really need you. We're going to Earth 616, no filtering process, no nothing, we're going now."

"Just like that? We're going to another Earth?"

"Ryan, the world is ending."

"I wanna see Butcher."

"We can't reach Butcher right now."

"I'm not leaving until I see him…? Why are you holding tears? I can see the particles behind your eyes. Something happened to Butcher?"

Grace hesitated, but she had to be honest.

"He's died." Her words shook Ryan to the core. "Homelander killed him. But do you know what? He's going to die for it, but you'll live. Just come with me."

Ryan's breathing became heavier. It was worse than the time Homelander brought him to Planet Vought. He tried to process what happened. Grace spoke, he couldn't hear, literally couldn't. He did the only thing he could and flew away as far as he could.


"You gave hell to the flying flag fucker? Nice." Soldier Boy said.

He, Hughie, and Castle were walking down the road in Virginia. They walked past an abandoned car and Hughie saw his own reflection in the black Spider-Man suit, looked off, he thought. So the suit suddenly shifted into a black leather jacket, blue jeans and biker boots. Hughie thought he liked and carried on but then he went back to the window to see his reflection again in these new clothes.

"No, that's not very me." He said out loud. The clothes shifted again into his favorite Billy Joel shirt, loser pants and sneakers. The leather jacket became a copy of his usual cloth jacket, except it was black instead of green and the stripes were gray and white instead of yellow and white. "That's better, thanks."

"The symbiote is it still talking to you?" Castle asked.

"Yeah, it's really confused, doesn't know anything unless I knew it before."

"That thing really an alien?" Soldier Boy asked.

"Thompson, the guy from my old team had one just like this. Spider-Man powers and all. Last I heard he replaced it with a white one and it went back to Eddie Brock."

"This one doesn't know anything about that. But I think it likes me. That's good, right?"

"Symbiotes don't like everybody. There was this guy, Angelo Fortunato, the symbiote ditched him for being too much of a coward." Castle said. "It ditched him while they were very high off the ground and he was squashed on the fall." Even hidden under his stoicism, both Hughie and Soldier Boy could sense the satisfaction Punisher had with that final detail.

"If the symbiote chose me it doesn't think I'm a pussy." Hughie smiled but the joy quickly turned into frustration. "I fucking wish Butcher was here right now!"

"Wanna avenge your pal? Let's get Homelander." Soldier Boy told him. "I made a deal with the guy, I'm keeping my end of it."

"Some people deserve death, plain and simple." Castle said. "I've seen enough of Homelander to know he does."

"And when he's on the ground, we use the goober to get the fuck out this dirt ball."

"Can we even use it?" Hughie questioned, looking at the bracelet-like device that Punisher stole from the Vulture. It was heavily damaged although the orange energy was still on.

"We're gonna have to find a scientist. Somebody from my world." Castle said. "There's more than a few of them working from here, when Richards gets the power back on we start searching."

"Or maybe we don't have to search. Sister Sage." Hughie said.

"Fuck's that? A soul music band?" Soldier Boy asked.

"No, Sister Sage is the smartest person in the world. I remember her, she was in the Teenage Kix with A-Train, her power is like a super brain that can learn everything super fast. If she studies this thing she can learn how to fix it."

"Where do we find the broad?"


Ryan walked alone through the streets of New York not knowing where to go. He saw Vought Tower and just walked as far as he could from there. The streets were empty, stores were looted and the wall had writtens announcing 'The end is here' which scared Ryan because as far as he could tell from the sky, it was true. A group of men came out from an alley and surrounded him, they didn't look like thugs, they were common men, one in a suit, but who were now stressed out although very much unafraid. Ryan looked around, there was one of them everywhere. They started speaking.

"He's all alone."

"We're gonna get in trouble."

"The world is gonna end, who cares? Don't you wanna know the feeling at least once."

"I'm sorry, kid." One of the men said amidst crying. "I just need this."

"We all do, now shut up and get him!"

"Leave me alone!" Ryan screamed. "I said, leave me alone!"

"You heard him." Somebody said. They looked over and saw a little girl standing on a dumpster, she couldn't be older than 13, she had long brown hair, wore a parka hat and protective glasses. "Now, leave him alone."

"Another one." The men started speaking.

"Who likes girls?"

"I do but this one's a little old."

"Beggars can't be choosers. Get her before she runs."

As they tried to get their hands on her, the girl threw one of them so hard he cracked a wall. She grabbed another and hit his body against the asphalt, shattering a lot of his bones. Seeing she's a supe, one of the men grabbed Ryan and ran. In response, Ryan threw him away but with much more strength than the girl did and was about to kill him. The girl jumped and grabbed the man by his ankle, saving his life despite the ankle breaking in the process.

"We're not supposed to kill them!" She said and used him as a weapon to beat the last one standing, knocking both out. "I'm guessing they'll need a few months in the hospital but don't have many months to live. Are you okay? Why are you alone?"

"I ran away."

"Oh, me too. I'm Molly by the way."


Molly and Ryan ate hamburgers and drank soda inside her ship which she called the Flyfrog as it resembled a giant frog with wings. The Flyfrog floated above the New York skyscrapers. Ryan told her his entire story, that his father is Homelander and that he's actually a bad guy despite what everyone thinks.

"I'm sorry, my parents were evil too." Molly said. "They tried to destroy the world for these giant monster gods so me and my friends had to stop him. That's why we ran away and why we call ourselves the Runaways, we're basically superheroes…! At least we were, now we do nothing, Chase and Niko became famous because of this TV show they were forced to by this crazy guy called Arcade and now we just cash in from that, and they make me go to regular school."

"I never went to regular school."

"So lucky, I wanted to be an X-Men, I'm a mutant, I can! But they won't let me. That's why I ran away from them, there's people who need help here so I can actually be a superhero."

"You had to do this in a world about to end?" Someone said, entering the door were four youths, three girls and one boy. The boy was a little older and was the one taking lead in front of them, he had long blonde hair like Curt Cobain and wore technological gauntlets; the older girls were a tall pretty blonde with long hair who was flying and an Asian goth with a mannequin arm carrying a staff; the younger girl around Molly's age had dark hair and fair skin with light green eyes. The older boy, Chase, spoke. "I know this is kinda hypocritical coming from us but you shouldn't run away."

"People needed help! How did you even find me?"

"My dad was paranoid, he put trackers in everything. We'll discuss this at home."

"Fine but Ryan is coming with us."

"I am?" Ryan hopefully asked.

"Molly, you can't just pick a kid from another world and take him home with us." Niko, the one armed girl, said.

"That's literally what we did to Klara!" Molly answered, pointing at the girl with fair skin.

"Well, she's from our world, just at a different time. But that's besides the point." Chase said.

"Ryan's one of us." Molly pleaded.

"What do you mean?" Carolina, the blonde girl, asked.

"He's a runaway, he has powers and his dad is super evil."

"Is that true?" Niko asked Ryan.

He didn't say anything. He was shocked, looking with fear at something and just pointed in a direction, the Runaways looked and there was Homelander staring at them.

Homelander let himself in the Flyfrog and didn't even acknowledge the Runaways. He smiled widely and opened arms for Ryan.

"Kiddo, you have no idea what kind of day I had." He told Ryan. "But it was all worth it. When I saw this thing I didn't know what to expect, but to find you… I deserved this break." Ryan stepped back as Homelander got closer. "Son, listen- -"

"You killed Butcher." Ryan interrupted.

"So…?" Homelander asked, genuinely confused. When he realized how hurt Ryan was, his tune changed, his frustration was vivid. "Oh, why do you even care? You killed Stormfront, I mean, basically, I'm not mad at you for that."

"She was trying to kill my mom!"

"We can discuss that at the tower. Please, Ryan."

Homelander felt a hand on his shoulder, smoke started coming from it. It was Chase's gauntlet.

"Hey, kid, do you wanna go home with this guy?"

"No." A scared Ryan said.

"You heard him."

"I'm his father." Homelander replied.

"That's real nice." Chase sarcastically said. "My father was a mad scientist."

"Mine was an alien invader." Karolina, the blonde girl, said.

"Mine was a dark arts warlock." Nico, the girl with the mannequin arm said.

"Mine sold me." Klara, the younger girl with green eyes, said.

"Okay, now that we've established that being a dad doesn't make you not a piece of shit, why don't you back away from the kid?" Chase inquired.

Homelander turned around and was about to laser Chase's face but Nico pointed her staff Homelander and yelled:
"Streets away!"

Homelander disappeared out of thin air.

"Streets away? Really? Couldn't be a little further?" Chase questioned.

"I already used countries away, states away, cities away. The Staff of One doesn't do re-runs, and I had to save you tough guy! He was going to kill you!"

"Yeah?" Chase put down his goggles and was able to see through solid matter, he looked around and saw Homelander returning. "He's coming back… Really fast. Hey, kid, how strong is your dad?"
"He's Homelander." Ryan said as if the only explanation needed.

"I'm gonna take a wild guess and say you just picked a fight with the strongest superhuman from this planet." Karolina said.

"We picked a fight, actually."

As Homelander was about to return, Chase jumped off the Flyfrog and flew away with the Footstigons, his jet boots. With the Fistigons he hit Homelander with a cloud of fire creating flames all over the skies.

"Take that, discount Hyperion!" Chase yelled. Just then, Homelander flew out the fiery cloud completely unharmed. "Oh shit."

Karolina hit Homelander with a blast of light pushing against the buildings. She flew near Chase, her skin and hair became pure white, blue, yellow and pink light as if she was made of energy. Klara pointed her hands at the building and the plants on the residents' balconies started growing and holding Homelander back. In response, he sliced them with his laser vision.

"How do we get this guy not to kill us?" Karolina asked.

"We don't." Nico said behind them. "Get in the Flyfrog, let's go!"

They returned to the ship and jumped to the controllers, frantically riding it towards their Earth. Suddenly, a boom in the back of the Flyfrog. Homelander flew through it. The Flyfrog fell on a park, destroying a dozen trees and two light poles on its way down. When they left the ship, Homelander was waiting for them.

"Ryan, you get back here, right this fucking instant! I'm sick and tired of dealing with this other Earth infestation!"

"Why don't you deal with this!" Molly said and charged towards Homelander.

He held her punch and looked at her fist surprised.

"Tough little girl." Homelander remarked and punched Molly away.

"Molly!" Karolina screamed and attacked Homelander with a light blast.

Her blast was non stopping, raining power over Homelander. He looked over towards her and hit Karolina back with his laser, launching her body against the wreckage of the Flyfrog, he kept shooting at her as she tried to use her energy as a shield but Homelander was breaking it.

"Stomach full of bricks!" Nico yelled with her staff pointed at Homelander.

He stopped shooting at Karolina, the pain was visible in his face as he held his stomach and hunch down. Then, he burped out a few broken pieces of stone.

"Yummers." Homelander said, sporting a sadistic smirk.

He fixed his posture and calmly walked towards Nico. Giant plants grew out the grass and the trees attacked Homelander, he broke them all with his bare hands and easily sliced them with his laser vision. He came closer and closer to them until he was pushed away and fell to the ground. It was Ryan. He shot Homelander with his laser vision.

"You ungrateful shit!" Homelander shouted.

He got back up in rage. Chase attacked Homelander with an electric blast from his Fistigone and Homelander punched back, breaking Chase's and launching his body against the Flyfrog.

"Play time's over." Homelander announced.

"You betcha." Chase replied and hit the engine of the Flyfrog with another blast. "Everyone down!"

The engine exploded, sending Homelander flying away. When he got up, the Runaways and Ryan were gone. He flew upwards to get a look at the area, they were gone.

A couple miles away from the area, thick plant roots emerged out the pavement, clearing the path for the Runaways to come out, all covered in dirt.

"Thanks, Klara." Molly said.

"God, and I thought my dad was a jerk!" Chase said, looking at his broken arm. Surprisingly, his Fistigone grew upwards, putting his broken bone in place and serving as a mechanical cast. "Huh, didn't know it did that. So, are we going home?"

"How?" Nico asked. "Homelander just destroyed our ride."

"Can't you use the staff?" Molly asked.

"I already used a multiverse spell to get here, no repetitions."

"Maybe we could fly there." Karolina suggested.

"Can you breathe in space?"
"I-I don't know."
"Wanna test it? I guess we're stuck here."

"Who's feeding Old Lace?" Molly asked. "That's our dinosaur." She bragged to Ryan.

"Don't worry about her, Julie can feed her." Karolina assured.

"We're gonna have to find our way back." Nico said and took the lead as they walked away.

Ryan stood back, unsure if he was supposed to go with them or not. Molly grabbed Nico's real arm and pointed at him.

"You too, come on."

He smiled as he joined the Runaways.


Homelander returned to his penthouse, angered by the fact that his own son abandoned him in his time of need. In his fury, he destroyed one of the walls in his room.

"Fucking kids!" He yelled out.

Once his anger subsided, his thoughts were flooded with those of fear and doubt.

"I want you to remember this moment, Homelander. The day you brushed with death."

"You are simply bad product."

"I'm not scared of you, none of us are and never will be."

"How's it feel, bub?"

Everything was dizzy, he could hardly stand on his own two feet. Then, he felt something in his gut slowly climb up his throat. Homelander rushed to the nearest toilet and retched. He could feel it burning his throat. Upon finishing, Homelander rested against the toilet. He placed his head between his hands.

"You know despite everything, this is a top three day." A familiar voice told him. It was Maeve. "Because today is the day I saw you scared." She taunted.

Homelander got off the ground and angrily approached her.

"Where the fuck have you been?!" Homelander demanded.

Maeve didn't seem scared; she smugly smiled at him.

"Save it, John. I'm here to offer you a deal." Maeve told him.

"What kind of deal?" Homelander asked.

"You stop speaking this bullshit about the world not ending." Maeve stated.

Homelander chuckled.

"Not happening. Oh by the way, you're down one fuck buddy." He told her, flashing a smug and spiteful grin.

Maeve simply glared at him in return before smiling again.

"You know its funny, I told them this would be how you would do this. So thank you because now, I think this might be my best day ever." Maeve told him. "Hey, do you wanna know something else that's funny?"

Maeve looked behind Homelander and raised her eyebrows. Suddenly, he felt something wrap around him. They appeared to be a set of red bands and made out of some sort of energy that came out of Doctor Stranges' hands. Homelander tried to free himself struggling as the bonds wrapped around his entire body to the point it looked like a cocoon. He glared his eyes red but couldn't aim at Maeve.

Doctor Strange flew by from behind him and opened a portal next to Maeve. Iron Man, Black Panther, Mr. Fantastic, Black Bolt appeared out of the portal. They all looked down at him with varying levels of disdain, the most notable being Charles Xavier.

Professor X put his hands on his temples and Homelander started feeling calmer even though he didn't want to be calmer. He couldn't no longer light his laser vision and it dissipated as his eyes went numb. His mind went somewhere else.


After the general chaos, Vought produced a video with a surprise guest. It aired on every phone, television, radio, and laptop.

"Folks, I am here to make this announcement to let you all know that I am sorry. I was wrong. To leave Earth is a must. Not just to save our lives, but that of our children. But don't be alarmed, our good friends from Earth 616 are here to help and together we will overcome this time of dread." Homelander told them all. "Isn't that right, Iron Man?"

"Damn right, Homelander." Tony Stark, fully covered in his armor, said.

He walked in front of the camera and waved to the camera, Homelander outstretched his hand, offering him a hand shake to Tony, who accepted it. Finally, the classic company logo appeared on the screen with words VOUGHT APPROVES THIS MESSAGE.