Disclaimer: I do not own any of the copyrighted materials contained herein. They are the rightful property of their creators and/or associated companies. I make no profit from this whatsoever and I have no intention of changing this in the future. I write because it's fun and because there are those who enjoy reading my stories. Therefore please do not take legal action against me because even if you leave me with nothing but the clothes on my back I doubt you'll have enough to cover the legal fees of the proceedings.

Note: Sorry it took so long. However between work and writing the big clump of new material I've been quite busy. Hopefully you'll enjoy reading it as much as I enjoyed writing it.


A Few Minutes Later

A 'Safe Room'

"You think she'll make a difference?" Dum Dum asked once they were sure no one listening to their words or thoughts.

"Danvers is Magnus' token Super Sapien and the reason he rules the world right now." Killgrave replied with venom towards the blonde, "But there's no disputing the power she has. It's why we've never put together a mission to eliminate her in the past. If she can make sure the Kree don't make off with Phoenix then WE might have an opportunity to make a play for her ourselves."

"Eliminate her so no one gets her. Good." Dum Dum said showing that he believed his idea was be best idea.

"Nothing so short sighted General." Killgrave said sounding dismissive of the former Howling Commando's proposed course of action, "You heard Ronan. The Phoenix Force needs a host in order to do its thing and it chose that Superior girl. Who's to say that we can't convince it to trade up to a Sapien? With that kind of power in our hands we could finally turn the tables back in favour of Homo sapiens. Maybe even wipe out Homo Superior entirely."

"Do you even have a plan or are you just letting the end come before the beginning?" General Timothy 'Dum Dum' Dugan asked sounding skeptical about the odds of the Underground Human Resistance managing such a feat.

"I'll admit that some testing and experimentation will be needed in order to find out just what makes a suitable host for the Phoenix Force. However I think we can convince the girl we're on her side." Killgrave replied shrugging at the questions that still needed to be answered, "The Kree won't use kid gloves trying to get her and if this Agent Madrox is one to look to prove himself he'll drop all pretences of friendliness if she doesn't cooperate quickly enough. We just need to wait for the right moment and then have whichever one of our teams is closest extract her. Use the whole 'we're not so bad once you get to know us' schtick and then once she trusts us we can get our lab samples for 'medical reasons'. If we need more we just need to gas her in whatever room we provide to knock her out while she's sleeping and she'll be none the wiser."

"And after that we kill her?" Dum Dum asked sounding like it was the next logical step.

"Maybe. Stryker says he has an asset that could prove useful in controlling and aiming mutants." Killgrave replied sounding contemplative, "Something to do with creating realistic illusions capable of influencing those seeing them. If it works out as planned we can keep the Superior girl around as a weapon to use against her own kind."

"Risky. One slip up and we'd have one very pissed off mutant on our hands capable of frying the noodles of everyone in range." Dum Dum said showing his problems with the idea.

"Who said Stryker's method would be the only one used? Depending on the full power set we're dealing with a custom slow acting poison might help with us having the only way of keeping it in check." Killgrave said not sounding too discouraged by Dugan's imagery, "However IF control becomes unfeasible then yes we'll kill her before turning her body over to our scientists. If she's as powerful as Ronan was making her out to be they might be able to use her to think of ways to deal with the most powerful mutants."

The best laid plans of mice and men don't necessarily prevent the mother of all FUBAR situations.

Something these two men would learn soon enough.


S.H.I.E.L.D Facility in New York City

Cordelia Chase's POV

"Something's going on." 'Alexia' said looking like something was about to jump out at her.

"What? Like there isn't enough freaky stuff going on already?" She asked as she tried to ignore being surrounded by freak shows that made Summers look downright tame by comparison.

The fact that she was a freak now too didn't help things any.

It'd been awhile since that night she'd let Harris catch forty winks and since then they'd stuck close with the local mutant feds trying to help her get a grasp on her abilities. She didn't want to super spaz every time she got mad and wind up hurting someone or something! Too bad a couple of days wasn't enough to master freaky shit like this but they had given her a few exercises to go through that they said would help. While she'd been skeptical and still was to a degree she still applied herself out of necessity rather than by active choice.

Probably be a week before she saw any sort of results.

"People around here might shield their thoughts better than 'before' but some stuff still slips through." Alexia replied getting up from her chair, "They're waiting for 'Madrox's team' to show up. Sounds serious."

"And that has what to do with us?" She asked trying to use one of the exercises she'd been shown to levitate a wooden block a few inches off the ground.

"Some of the stray thoughts I picked up on have our faces mixed in with the rest." Alexia replied looking like she was distracted by something.

While she'd never admit it out loud she wasn't as in the dark about where they were and what was going on. She knew what Marvel Comics was and who many of their more popular characters were but as far as the stories she'd been limited to what Uncle Reggie could smuggle in during his visits. Of all of the members of the Chase family her uncle was the only one who liked to dance on the edge between what was expected of the wealthy and the interests of the middle class. He was smart enough to show discretion and keep his activities from causing trouble for the rest of the family but she'd quickly figured out that everyone in the family knew about them. Naturally when he saw that she wasn't one to meekly do whatever her parents asked her to do he'd tried to tempt her with with things she never would've seen if her parents had anything to say about it.

Not all of them worked on her but comics were a good alternative to some of the financial books and high society magazines her parents suggested she read.

So she knew that being turned into a Jean Grey copy with the powers of the Phoenix Force meant that she could trust Alexia when she said people were thinking about them.

"So maybe they're our new babysitters." She suggested even as crimson energy began to manifest around the wooden block.

That was about as far as she got since despite willing the block to rise it instead stubbornly didn't rise even an inch.

"When the old babysitters aren't doing a bad job? No. This is something more." Alexia said sounding more concerned than before.

If she remembered her Marvel Comics right then if Alexia was right then a fight scene was on the horizon and she was nowhere near ready for it. That was why she was trying to brush this off as nothing because if it was really serious she'd be depending on HARRIS to keep her alive.

That was a recipe for disaster regardless of how much power the dweeb had under the hood now.

"Though I know I'm going to regret asking this: so what do you think we should do?" She asked feeling a bad response coming on, "We don't exactly have a lot to work with."

"I dunnno…but I do know that staying put's probably not the right thing to do." Alexia replied looking about the room they were in, "If they're gonna pull something we can't get bogged down in one of the places where they have the advantage. Let's go for a walk outside, get some fresh air, where there'll be lots of people that S.H.I.E.L.D can't look bad in front of."

With a sigh of frustration at her lack of progress with the wooden block she nodded that the potential for bad PR would be a good shield against any big plays. Getting out of her chair she followed the dweeb towards the door doing her best to look like everything was normal and there was nothing to worry about. When they succeeded in making it out into the hallway she thought that maybe they might actually pull this off. It was only when they noticed some people with a purpose heading their way from the opposite end of a hallway that she knew she shouldn't haven been so optimistic. At the rate both parties were walking the strangers would block off the elevator before they could get to it and use it with the doors closing behind them.

New plan. Emergency staircase to the left. Alexia thought telepathically to her, I've got a plan.

Wonderful! She thought back ruefully.

Still followed the redhead when she pushed open the door to the stairwell out of nowhere and watched when after it closed as the dweeb used telekinesis to warp the door so it wouldn't open.

"That won't hold for long but it'll hold long enough." Alexia said before scooping her up bridal style before anything could be uttered.

"What the hell!?" She exclaimed not knowing how to handle this so going with her default of indignant anger.

"Relax! I got ya." Alexia said before a visible energy field manifested around them, "Hold onto your lunch!"

With a scream she was pretty sure the entire building heard she suddenly found herself falling down the centre of the stairwell that was a VERY narrow space with less than an inch or two of clearance on ANY side. Though she was kinda comforted by the fact that it ended swiftly enough her mind was insistent on telling her how fast they must've been falling for that to happen. Not to mention what would've happened if Alexia's TK powers hadn't decelerated them enough to touch down with barely a jolt. Once the doofus set her down it took her a moment to regain her equilibrium she acted on the first instinct she had.

She turned around to face Alexia and SLAPPED her VERY HARD!

"Don't you EVER do something like that to me AGAIN!" She yelled at him before storming off for the door out of the stairwell.

"YOU'RE WELCOME!" Alexia yelled after her before the sound of following footsteps could be heard.

She ignored the idiot of course focusing on the sight of the open air on the other side of some doors. Maybe she'd forgive the dweeb after a few minutes but for right now she wanted out of this building and some time to vent. When she reached out to the door upon it getting within arm's length though she found out that it wouldn't budge either with the pushing or the pulling. In her anger she tried a few more times before noticing what looked like some kind of high tech parts installed around the doorframe that were blinking red.

It didn't take a rocket scientist to put two and two together.

"They've locked down the doors." She said half turning towards Alexia.

"Oh really?" Alexia asked not sounding worried at all.

The reason why happened two seconds later when with a directed blast of fiery energy a new 'door' was made where the old one used to be.

"Now it's not locked." Alexia said before strolling through the hole she'd made ignoring the alarms that were going off.

Shoulda seen this coming! She thought with irritation before following the one ally she had in this new reality and asking, "Shouldn't we be, oh I don't now, RUNNING rather than just walking?"

"Running draws attention. Walking doesn't." Alexia replied like it was the most natural thing in the world, "We're dressed in normal clothes and we don't exactly stand out in a crowd. We play it cool and we get lost among the people."

"You're forgetting the mutant powers and the advanced tech." She pointed out without breaking stride.

"I…didn't forget." Alexia said sounding less than reliable, "Mutant powers are pretty hit or miss when it comes to what they can do and how powerful they are. Odds are good that they don't have one that can find us in a flash in the city right now. As for tech it's still a big city and as long as we don't use our powers for anything by parlour tricks we'll be fine."

Somehow she didn't think things would go that smoothly.

This was only proven true when five minutes after they'd managed to slip into a crowd of pedestrians a screeching noise reached her and it was getting closer. Turning her head to look around it took a few seconds and elevating her field of vision but soon she spotted a woman flying towards them with weird striped wings under her arms. At first she thought maybe it had nothing to do with them but when the flying woman's angle of descent put touchdown quite close to where they were she tossed aside her optimism.

"We've got incoming." She said to Alexia after grabbing hold of an elbow.

"Shit! It's Syrin, Banshee's daughter, and if she's here then her boyfriend Jim Madrox can't be far behind along with whoever else is on the team." Alexia said after setting eyes on the airborne threat.

"Any idea who that'll be?" She asked wanting a plan of action that was more than 'RUN'.

"Nope. I know from hearing talk around the Institute that Madrox and Syrin are dating plus there was all those stray thoughts about Madrox's team so it kinda makes sense." Alexia said resuming her walking at greater speeds, "Most of them will probably be members of one X-team or another so they won't be pushovers."

"Great! So what do we do now genius?" She asked not liking where things were going.

"Well since getting surrounded by a team of highly trained and powerful mutants is a bad idea there's only one plan that might work." Alexia replied in a tone that no one looking for hope liked to hear.

"And that'd be?" She asked fearing the worst.

"RUN!" Alexia exclaimed grabbing hold of her arm and pulling her into the nearest alleyway.

Introduced to the smells of garbage, wall piss and other foul odours she found it remarkable that even in a mutant run society they still couldn't find a way to keep everything clean and stink free. Doing little more than go where Alexia was going she eventually had to ask…

"…do you have a destination in mind or is this just random directions?" She asked not a big fan of running in general even if she was wearing the right shoes for it.

"I figure if I don't know where I'm going the people chasing us won't either." Alexia replied before taking a left turn.

Typical Harris logic!

"And if we run out of steam before they do?!" She asked angrily at the most likely outcome.

"I won't let it come to that!" Alexia replied firmly, "I'll have thought of a plan B before that happens."

WHY did I think it was a good idea to follow this idiot!? She thought with exasperation not particularly caring if the Jean Grey copy heard her.


Agent James Madrox's POV

Three Block's Away

"Still got eyes on the targets Terry?" He asked running to catch up with the rest of his team following behind.

"Yeah but they're not makin' it easy." Terry replied through the com-device in his ear.

"They that good?" He asked remembering that the brief he'd received pegged both as civilians.

"Nah. More like every time I think I know where they're goin' they go in a completely different direction." Terry replied sounding a little annoyed, "Means getting ahead of them isn't going to be a quick thing. I go too fast an' I'll overshoot an' lose sight of them."

"Sounds like they know a thing or two about escape and evasion." He said remembering his classes on the subject at the S.H.I.E.L.D academy.

"You wouldn't think that if you heard what I'm hearin'." Terry said with a little amusement, "Brunette might not have my powers but she has a decent set of lungs on her an' isn't afraid of letting her friend know it every so often."

He chuckled a bit at that remembering quite a few people who were just like that and while it was terrible to be on the receiving end being a spectator was very entertaining.

"At least if you can't see them you'll just have to listen for the screaming." He said with a bit of humour.

"True but we can't keep this chase goin' on forever." Terry said the wind partially muffling her voice for a second or two, "Director Shaw wants both of them in hand before the Kree get here."

"Rahne? Take Guido and Rictor. Circle wide and try to get ahead of them." He ordered his teammate without looking behind him, "I'll hook up with Terry and come at them from behind."

"Got it." Rahne said before peeling off from the group.

It'd be tough getting ahead of the two girls with them being so random in where they went but they had one thing in their favour. Unless the two girls took to the air or could somehow walk through walls the alleys and the people would keep them from going too far too fast. Alleyways weren't built for speed and civilians would push back if the duo tried to push them out of the way. Anything that'd slow down their targets was a boon to them.

And just to put things even more in our favour. He thought before slamming his fist into his hand to activate his power.

Where once there was one now there were two.

Then Four.

Then Eight.

By the time he was done there were fifteen duplicates of him all heading down the sidewalk in pursuit of the two girls Director Shaw wanted in custody before the Kree arrived in the city.

"Time for a little divide and conquer guys!" He declared to his dupes.

"We'll take the low road!" One said before going to the right with seven others following.

"While the rest of us will take the high road!" Another said before going to the left along with the remaining dupes.

With duplicates of himself reinforcing his team he was confident that it was only a matter of time before the two targets were encircled and forced to surrender. While he might not know why they'd left the building where they'd been staying but considering the timing of it all as well as the fact that the redhead was a telepath he figured she must've caught wind of his team. He wasn't sure precisely what was going on but he knew his orders.

Take custody of the two girls and then relocate them to the nearest S.H.I.E.L.D containment facility and lock it down until Director Shaw himself showed up. The containment facility contrary to what some people might think was not a jail but rather a facility where mutants with potent abilities are placed when it is too dangerous to let them roam freely. Sometimes it is just a matter of control in which case the residents might one day be free to leave once they prove they are no longer a threat to themselves or others. However if the mutant had an ability that would result in serious damage and serious casualties if they were not contained regardless of their will that was different. In those cases the mutant would never be allowed to leave but efforts would be made to make them as comfortable as possible and a way found for them to still contribute to society.

From what he'd been told the purpose behind this relocation was to hide the redhead from some special guests from out of town or more specifically her power. Apparently the redhead was something of a powerhouse in the psionic department and therefore quite valuable to whichever side gained the girl's allegiance. Neither S.H.I.E.L.D nor the House of Magnus would let such an asset out of their grasp but if these guests were important enough simply saying no wouldn't work thus having the girl vanish was the next best thing.

Some might call the status of his assignment on an express train to failure but that was an exaggeration and his team was in no way responsible for the girls fleeing. All of them them were experienced S.H.I.E.L.D agents and as such they'd undergone training to keep from broadcasting their thoughts and ways of repelling a telepathic probe. Sure if the telepath was powerful enough it'd be impossible for someone not possessing comparable psionic strength to keep the aggressor out but he doubted that that would happen.

Navigating the sidewalks, alleys and crossing the streets he kept glancing up at Terry to get an idea of where to go. If she ever lost sight of her for more than a few seconds he looked for one of his duplicates that'd taken to the rooftops who since they were him knew to stay in his view. In the end it didn't take long for the chase to come to an end but that was as much due to the lack of anything resembling a plan from the girls as it was the effectiveness of his team. Thankfully the local police officers were on the ball and were herding civilians away from his team and the duplicates who had successfully encircled the two girls. While he hoped that there wouldn't be a fight collateral damage was definitely something he wanted to ignore since it wouldn't look good on his after action report even if he accomplished his mission.

"Alright girls I hope you've enjoyed your bit of exercise 'cause now we all gotta go someplace with a lot less light that's natural." He said trying to keep things non-threatening, "Let's not let this get any rougher than it needs to be."

"As if! We're not going anywhere until someone tells me what the hell is going on?" The brunette clad in red asked sounding like she was used to getting her way, "First we're guests and now we're prisoners?! What the fuck?!"

"You're not prisoners." He replied keeping calm and aware that he has had an audience, "Things've have just changed and we need to relocate you someplace more secure. I promise it's nothing terrible and hopefully it'll all be over before you now it."

"'More secure'? You make it sound like someone's planning on attacking us?" Phoenix asked with concern and some suspicion.

"Hopefully nothing that serious but these orders come directly from Director Shaw." He replied not wanting to risk getting the two girls riled up, "I'm sure he wouldn't have ordered this without a good reason. If it'd been something like an attack we'd probably have multiple S.H.I.E.L.D teams here instead of just one and possibly a few Sentinels but obviously that's not the case."

Though that might change if the out of town guests arrived.

He had no doubt that Director Shaw was monitoring things from the Heli-carrier and if the situation warranted it orders would be given that would change the situation drastically.

"Oh I'm sure he has his reasons but seeing as how he didn't let us know you'd be coming ahead of time I'm thinking he thought we wouldn't like those reasons." Phoenix said not looking calmed down in the least, "If he didn't tell you what those reasons were doesn't that mean he didn't trust you to do your job if you knew?"

"S.H.I.E.L.D is a military organization and by necessity it runs on a need-to-know basis." He replied falling back on what his instructors had taught him, "I don't need to know why it's necessary to relocate the two of you in order to complete my assignment."

"Spoken like a real drone." The brunette snarked not approving of such willing ignorance.

He couldn't help but sigh at this.

Obviously the girls hadn't been told about the relocation in order to keep them from running or causing a mess. BIG failure on that one. It'd probably been hoped that his team would already have them contained back in their room when the shift in situation was revealed leading to the duo being escorted to a vehicle that'd take them to the containment facility. Now though it was just his team in an open street with civilians still within range of a stray shot and the potential for much in the way of property damage.

So the question became: continue to try to convince them to come quietly or act swiftly to eliminate the possibility of conflict altogether?

In the end, given the time constraints he had, he decided on the latter.

With a subtle glance at Terry to get her attention he formed three hand signals behind his back to tell her what to do. Their only chance of ending this quickly would be to blindside the girls with a sonic attack from Terry. It'd either render them unconscious in seconds or it'd disorient them long enough for the rest of them to knock both unconscious. They were just teenagers after all whereas his team had been trained by the best instructors S.H.I.E.L.D had so he was confident that they could pull this off.

"If she opens her mouth more than an inch there will be…trouble." Phoenix warned a flicker of psionic fire rising off of her form.

Damn. She's sharper than she looks. He thought before gesturing for Terry to stand down, A civilian wouldn't have caught onto what was going on. Phoenix has had training.

None of the other members of his team had a power that could disable both girls swiftly enough and a fight would almost certainly be seen as a failure by Director Shaw. They were supposed to be S.H.I.E.L.D agents after all not a band of dimwitted thugs who only knew how to smash things. Still…

"Trouble would definitely be bad…for both us and the city." He said looking about the surrounding neighbourhood, "I'd rather not get into a fight over this but the thing you need to ask yourself is do you want to get into a fight over this. Even if my team doesn't do anything there might be another party just like you suggested coming this way as we speak. No way of knowing if they'd care if things turned into brawl and no way of knowing how many civvies would get drawn into the fight. You feel like rolling the dice?"

There. He'd planted the possibility of innocent people getting caught in the crossfire of a fight.

Seeing as how all the two teenage girls had done was run and not fight he felt there was a good chance that neither of them were bad people. As such he doubted that they'd be willing to let others come to harm just so that they could remain free. If he could convince them that the clock was ticking and that when it was done a Hollywood level fight would break out it might just be enough to get them to surrender.

If they did he'd be willing to argue that S.H.I.E.L.D go the extra mile to make sure their stay at the containment facility as comfortable as possible.

Seeing Phoenix look about and gain the measure of her predicament he took this as an encouraging sign that his appraisal of her character was accurate.

Maybe things could still be salvaged after all.

That changed two seconds later when out of nowhere the layout of the battlefield changed drastically.

For one thing with a visual effect that could only mean a teleporter of some kind no less than seven people appeared dressed in uniforms that made it clear they were part of a united group. More than that though at least four of them had pale blue skin while the others included a robot of some kind and a green giant with tentacles of some sort for hair. The evident leader of the group was a blue skinned man clad in green armour wielding what appeared to be a war hammer of some sort but with energy crackling over its surface.

A second change though was up in the air as sounds that could only come from transports of some sort were getting closer and closer by his reckoning.

These gotta be the 'special guests' Director Shaw warned me about. He thought as he looked about trying to assess what the best move would be, But how did they get here so fast?!

"Well done human." The leader said eyes leaving Phoenix only for a moment, "I can see I was wise to allow your forces to take the lead in locating the host of the Phoenix Force. Equally wise to focus our scans on your major population centres since they would provide the best place to hide for the bearer of such cosmic power. Should my people's negotiations with your world end well we shall have to provide you with a means of making your communications more secure. Any of the space empires could listen in on them as they are now."

Did he-? Yeah. It's the only way they could've gotten here so fast. He thought with a frown, It's only been a little under two hours since I got my orders and probably only a little over that since these aliens probably started looking. No way are they so far ahead of us that they could search an entire planet on their own for one person.

Not exactly the sort of behaviour that makes for a good guest.

"So…what now?" He asked mentally cringing at the unoriginal line.

"Now the Kree will take custody of the Phoenix Force host and remove her from your world before she burns it to a cinder." The leader replied before executing a hand gesture that caused all of his friends to point their weapons at Phoenix, "We will do what we can to keep the damage to a minimum."

"I'm not going anywhere." Phoenix said fists clenched and psionic flames beginning to manifest around her, "But try something and you'll be going straight to hell and I got the flames to send you there."

"Brave words little girl." The leader said with a small smirk, "However you are woefully out of your league. Surrender and I will endeavour to persuade the Supreme Intelligence to make you the most comfortable of prisoners."

"I don't do surrender." Phoenix said before lashing out with blast of psionic fire at the leader.

No doubt the girl was intending to knock him on his ass but things didn't quite turn out that way since with minimal movement the leader brought is war hammer up. Before the flames made contact with anyone it slammed into a barrier that looked to be made up barely visible emerald energy stopping it in its tracks. For a moment he thought that he was going to witness a struggle of power between the barrier and the fire but that was not to be. Instead the more standardized of the 'guests' opened fire with their weapons that naturally were energy based forcing Phoenix to shift from offence to defence in order to protect herself as well as her friend. From what he could see the dome of psionic fire was successful in blocking the weapons fire albeit requiring some effort on the redhead's part.

"You wield your powers well girl but it is clear you have little experience with the cosmic power of the Phoenix Force." The leader said before energy began to gather around his war hammer, "But if it is battle you seek then I and Starforce will make it a brief one!"

With those words the leader and three others of the more uniquely garbed aliens added their energy blasts to those being fired by what he guessed were the rank and file soldiers. This definitely increased the signs of strain on Phoenix's face but not to the degree where he worried that the protective field of psionic energy would quickly collapse. More likely this confrontation had devolved into a battle of attrition where he would see if Phoenix's stamina would give out first or whatever was powering the weapons of the blue skinned aliens.

He also had to ask himself what was he and his team supposed to do now.

His own deductions had been that they were supposed to hide away Phoenix until these aliens left empty-handed but that was no longer possible. Hiding her away implied that Director Shaw didn't want the girl to fall into alien hands or at least not immediately. Did that mean he should order his team to blindside those not native to Earth and relocate the two teenage girls someplace else? Or should he simply admit defeat and do nothing?

Fortunately for him the answer came not from within but rather from above.

"What the HELL is going on here!?" Came a bellow before something landed right in front of Phoenix's barrier with enough force to crack the street.

For a moment he questioned the sanity of the person who'd intentionally put themselves in the path of such a barrage but then he bore witness to an impressive sight. Instead of the person being killed and reduced to ash they seemed to be absorbing the energy of the attacks in their entirety effectively taking the strain off of Phoenix and her friend. Once the aliens realized this they stopped their attacks both to identify the new variable as well as think up a new approach to achieving their goal.

When the light, smoke and debris of the barrage dispersed and he saw that just maybe a path may have opened up for him and his team.

There, standing with fists clenched and eyes glowing with absorbed energy, was none other than the enhanced human Captain Marvel looking rather displeased at what she'd found on arrival. While human the blonde woman was one of the most famous heroes in the world and that was no mean feat considering how most humans were viewed by the mutant population. Some claimed she was just a showpiece propped up by the House of Magnus' Public Perception Division but after seeing her absorb so much energy without a mark to show for it he doubted it.

She was the real deal.

In that moment he decided that unless ordered to do otherwise he'd wait until Captain Marvel made the first move then order his team to back her up. It might cause problems but if questioned about it later he'd just say that he'd presumed that the human hero was here on orders from on high thus making his team's duty clear. If worse came to worse he'd dump all the blame for the incident on Captain Marvel's shoulders while minimizing the fault of his own people.

Nothing personal but he cared more for them than someone he'd only ever seen on TV or on a magazine cover.


Alexia's POV

"So is this part of your big plan too dweeb!?" Cordy asked with snark even as she continued to hide behind her human shield.

"Sshhuuuttt uuupppp!" She growled through gritted teeth even as she tried to flip back and forth between attacking and defending.

Honestly even when they were in serious trouble the recently returned cheerleader still couldn't keep herself from unleashing that sharp tongue of hers. Sure she could understand that it was probably a defensive mechanism to fear and duress but that didn't make it any easier to be on the receiving end of. Add to the fact that she was WAY over her head at the moment and she was feeling rather stressed herself. It was one thing after all to possess formidable psionic abilities and potentially cosmic power but it was another thing to be able to use it successfully when outnumbered. Her lessons with Rachel so far had just been one on one with the closest thing to a real fight being during the rescue of May from Osborn's secret labs. Neither of those scenarios had this many people who wanted to shoot her, tech that could hold up pretty good against her attacks and have her backup limited to people she didn't know if she could trust.

After Captain Marvel had shown up she'd thought that perhaps the fighting would end given how the blonde had managed to take all of the Kree's firepower into herself without a problem. Multiple Man might've been indecisive about what to do but Carol clearly intended to fight against the Kree if they forced her hand. She'd thought at the time that if the numbers added up to more or less equal that the Kree would either give up or try some word-fu to get their way.

Needless to say she could add another mark to the 'I was wrong' column.

Instead of backing down or being willing to talk the leader of the Kree had simply revealed his own trump card: a Kree ship!

She had no idea what class it was or whether it was considered the most powerful but what she was sure of was that if it chose to open fire it might very well force feed Captain Marvel more energy than her body could handle. Add to that the potential for collateral damage to the surrounding area and it was a mighty impressive trump card. She'd almost been tempted to surrender herself in exchange for leaving Cordy out of it and not harming the people of the city. It was the heroic thing to do after all. Besides so long as they didn't plan on killing her right away there was a chance she could be rescued once both Cordelia and the city were out of the line of fire.

Too bad that revealing a warship over a major city was enough to mobilize every defender it had as well as sour the attitudes of the defenders towards their Kree 'guests'. Obviously the Kree hadn't bothered to determine where most of Earth's trained and powered defenders were located for if they had they would've known better than to try a stunt like this.

While this had caused the leader to take on a grimmer expression it did not make him look like a man ready to admit defeat. Instead he ordered all but the the group that was made up of elites to keep the rest of the city's defenders at bay while the rest focused on capturing her. After that the chaos of battle descended and it'd been all she could do to keep both herself as well as Cordy safe.

"Is there some special reason you're not letting the Phoenix out to play?" Cordy asked in a growl after a particularly strong blast shook the ground beneath their feet even if it didn't do harm to them, "It'd end things pretty quickly."

"I've got two reasons: First is the fact that I don't have a lot of practice using that much power so I might wind up doing more harm than good." She replied having already considered bringing out the big guns, "And secondly…I…I don't want to treat the Phoenix inside of me like some weapon. It's a living thing and it's not even old enough to talk to me never mind have an opinion of its own. It wouldn't be right!"

The first part was the truth but the second reason…it was a lie because she didn't want Cordy to find out the truth of how everything went to shit back in Sunnydale. She didn't want to bring the cosmic power of the Phoenix anywhere near Cordy a second time for fear of what might happen. Despite them always being at odds with one another back in Sunnydale it'd been wonderful to arrive in Wundagore to find the captain of the cheerleader squad alive and well. It…it didn't erase the weight of the souls lost because of the choice she'd made and what she'd become but it had reduced her guilt if only by one person.

It was an irrational fear but she was terrified by the possibility that a second brush with the Phoenix Force might place the Cordy sized weight back on her shoulders.

She didn't want that! She refused to let that happen!

Her heart…it'd crack if that happened.

Still staying on the defensive wasn't going to get them anywhere and there was no way that she'd be able to keep this up indefinitely. Her best option was something that knock EVERYONE off guard good enough for her and Cordy to get out of sight or if possible out of the city. However the leader of the Kree had proven he could block her telekinetic blasts and that was what she had the most experience using in a fight. She had received instruction in using her telepathy but it'd been mostly defensive in nature or as a means of communicating with others. Unlike the Cuckoos or the telepaths on the X-Men she couldn't mess with the minds of others beyond a crude psi-blast that only hit about half the time. If the Kree had come prepared for her telekinesis it only made sense that they might have something prepared to neutralize telepathy as well. When added to the sheer number of targets involved and she wasn't sure if she'd make enough progress for it to be worth it in the end.

It was as she was perusing the possibilities that she recalled on example she'd been able to telepathically observe in action but had never actually given a try. As it'd been demonstrated it'd be a mild irritant at best but if she turned the dial on the main aspect up to the max and made it wide range it could be just the thing. It'd overwhelm those present and temporarily remove them from play letting both her as well as Cordy vacate the area hopefully finding someplace to hole up that no one would think of.

The former head cheerleader would probably hate it but it really was the only option they had.

I just hope this works. She thought before using her telekinesis to stir up the debris scattered about to create an improvised smokescreen.

Once it was dense enough and the momentum great enough to buy her time she closed her eyes to focus and began to prime her mind for what came next.

Step one: send out a psi-pulse just strong enough to get a lock on the targets.

Step two: locate the desired part of the brain that you wanted to stimulate via subtle probing.

Step three? Channel sufficient telepathic power to stimulate that part to the max.

She'd watched the Cuckoos use this to cause some guys that'd tried to hit on them during their shopping spree to become overwhelmed with a specific sensation causing them to be thoroughly embarrassed. It'd had her…no…not giggling…never giggling…laughing at how the jerks had been sent packing.

She'd be doing the same to everyone she could reach in the hopes that it'd throw them all off balance.

She just hoped that no one got pissed off to the point where they'd be extra motivated to hunt her down.

Why?

Because the part of the brain she'd be stimulating to the max was the pleasure centres of the brain or more specifically the place that got lit up like a Christmas tree at the climax of sex. When the Cuckoos had used it on the ladies men that came onto them all of the guys not only flopped around in orgasmic bliss but definitely splooged in their pants. With the spectacle that the guys put on at the mall they'd been humiliated into running off with what was left of their dignity.

Here? Here she'd be pushing for something a little more incapacitating like having everyone on their backs completely out of breath with their minds clouded over in bliss. With any luck a soldier's honour and the respective pleasure thresholds of the affected would have them be slow to initiate pursuit.

With that in mind she did her best to copy what the Cuckoos did and stimulated the orgasmic pleasure centres as much as she could without popping any brain cells. The effect was immediate with many dropping to the ground as the mental assault robbed them of their ability to stand while others managed to keep their weakness to just dropping to their knees. She didn't wait a second longer than was necessary to confirm success before she whirled around, grabbed Cordy by the wrist and bolted from the battlefield on foot as fast as the two of them could run.

Much like before she randomly turned corners in order to break line of sight but it was when she saw a set of stairs that she recognized she pulled Cordy towards them.

"Is this really the time to catch a train dweeb!?" Cordy asked as they descended the stairs.

"They tracked us when we tried running above ground so going below is worth giving a shot." She replied once they reached the bottom, "Maybe all the metal piping and stuff down here'll make it harder for their sensors to find us."

"And if it doesn't?" Cordy asked as they made their way to the edge of the platform.

"Then at least down here the Kree won't be able to use their aircraft and they'll have to come at us on foot." She replied being careful of the electrified rail when hopping off of the platform, "It's the perfect bottleneck that'll hopefully make them easier to handle if we have to fight again."

"'We'!? Like hell am I fighting!" Cordy exclaimed a bit clumsier in her leaving the subway platform, "I've been trying since we got to this city and I can't even do simple levitation!"

"You managed to do it back in Wundagore when you knocked the beast man out of the room." She said heading towards the darkest end of the subway tunnel, "How'd you do that?"

"I DON'T KNOW!" Cordy exclaimed in frustration, "I just saw him and wanted him to get away from me! I don't know how I did it!"

"Then maybe you're problem is you're thinking too hard." She said avoiding using her psionic flames to generate light to see by, "Just roll your emotions up into a ball and fire it from your hands. Your body knows how to do it but your brain is getting in the way."

Honestly it was mostly guesswork.

It was a fact that when a mutant's power first manifested there was little if any control involved and it often showed up in response to strong emotions. Therefore if Cordy could channel her emotions enough to fire off energy blasts from her hands they'd at least be enough to protect her. If they had unpredictable effects on those they hit it might serve them all the better since it'd make any Kree that came after them more wary than they might otherwise have been.

"So we're going to hide down here until people forget about us?" Cordy asked sounding like she didn't approve of that idea.

"Do I look like a hobo? We'll head as far away from where the fighting's happening as possible then hop a bus or cab to get us out of the city." She replied thinking of the steps after they got out of the city, "After that? We just wait until things reset back to the way they used to be."

"You're positive that'll happen?" Cordy asked with a bit of doubt, "This isn't a comic book you know."

"Seeing as how I don't have a clue how to change things back myself it's not like we've got much of a choice." She replied speaking the full truth, "We're not the stars of this show. We're just part of the supporting cast."

In other words it was their job to help the heroes and do most of the grunt work so that the heroes could focus on the big things.

Maybe one day once they'd both gotten more training and experience they could star in their own adventure but not now.


Director Shaw's Office

S.H.I.E.L.D Heli-carrier

"Well…that could've gone better." Webb said after Agent Madrox concluded his report and the connection cut.

"You have a singular talent for understatement." He said as he pondered how things had developed.

It had been his original plan to relocate Phoenix and her friend to a facility capable of blocking the scans from the Kree ship. Once inside they would simply wait out the Kree's search and once it was over and negotiations concluded they would be able to use the gratitude of the girls to gain certain concessions. One of which would be the opportunity to study the power of the Phoenix Force under more scientific conditions while the other would be to advise them to officially join S.H.I.E.L.D. The first would be be easy enough to gain but the latter would be harder since Phoenix had made it clear that she wished to return to her native reality. He'd intended to point out that while the Kree might not know where Phoenix was news of the Phoenix Force would trickle down to the intelligence agencies of other space empires such as the Shi'ar.

With no way of knowing how long it'd take to create a way home for the duo they would need protection should any off world threats come for Phoenix.

THAT could become quite the costly venture for the House of Magnus and so it would only be fair to see some return on the investment.

By having Phoenix and possibly her friend become S.H.I.E.L.D agents they could prop them up as the best and brightest of the next generation. They would have the best teachers, the best equipment and once they were done they would present them to the world before lining up some missions that would solidify their positions in the eyes of the people. Perhaps a few Human Resistance terrorist cells, homo superiors engaged in illegal activity or just your garden variety community assistance. The saving cats from trees, flashily demolishing condemned buildings and public appearances sort of thing. With this sort of exposure a tidy profit could be generated in the form of merchandise as well as ticket sales to the public appearances much of which could be used to offset the costs of protecting them from alien aggression.

As a side benefit such interaction with so many people would inevitably form bonds both fleeting as well as strong. If played right they could arrange for several VERY strong bonds to be formed that both Phoenix and her friend would be reluctant to sever. It would be then that both could very well be willing to accept their 'remorseful pronouncement' that returning them home was simply not possible at present. He had little doubt that a scientific expert could be present to explain how even with all the advancements to science that mutant kind had brought about reliable to travel to a specific part of the multiverse was not feasible. While not an expert on the subject he'd interacted with enough people who were to gain a basic understanding of the multiverse and how complex it was. If done after it'd been confirmed that they'd formed sufficient strong bonds with the people of this reality the two teenage girls would be less inclined to fight the bad news and simply accept that THIS was home now.

Timing would be crucial.

If however their two guests insisted even then that they wished to return home…well…they'd cross that bridge when they came to it.

"I imagine that given the friction that now exists between the House of Magnus and the Kree negotiations for an alliance against the Shi'ar will be put on hold." Webb stated drawing the logical conclusion.

"That would indeed be likely…temporarily at least." He agreed after a few moments of consideration.

"Temporarily? I would think that given the battle and the damage both sides sustained the lingering animosity would make a relationship unfeasible." Webb said with some surprise.

"What we just witnessed was at best the equivalent of a barroom brawl between forces from two different nations. Disappointing and perhaps justification enough for reparations to be considered but nothing more." He clarified using his knowledge to guess what Lord Magnus would do, "Neither side incurred serious losses and we were not the ones to throw the first punch. It is still possible to mend any damage done and resume negotiations once heads on both sides have cooled down."

"And what of Phoenix and her friend?" Webb asked pointing out the one wrinkle in things.

"At the moment we are unaware of their location and their intentions going forward." He replied reviewing the facts surrounding the events that had just transpired, "Given how they reacted to Agent Madrox's assignment and the admittedly suspicious timing of Ronan's arrival it is not unreasonable to assume that they do not entirely trust us now. However given that we have seen no further movement from the Kree it is likely they are just as in the dark as we are. So for now we shall focus on addressing the repercussions of the battle as far as the negotiations with the Kree are concerned. We will not show weakness but at the same time we will show a willingness to let things slide in the interests of continued good relations between Earth and the Kree Empire."

"So you plan to wait until the Phoenix and her friend give themselves away?" Webb asked implying that that might take a long while.

"Of course not. I plan on putting Agent Sage on the task of locating them." He replied as though it was ridiculous that he'd be that lazy, "Cameras are virtually everywhere these days and the majority of them are connected to the internet which S.H.I.E.L.D has fully access to for security purposes. Sooner or later one or both of them will surface and Sage will find them. Once found I'll arrange for more subtle forces to shadow them until the Kree leave the system. That will be when we will mend our bridges with them and hopefully lead things towards a more desirable future."

The optimum future from his point of view would be for Phoenix to rise to become the leader of the next generation of the Red Guard and then once enough experience had been accrued his own successor. Overwhelming power as well as potentially unparalleled telepathic prowess would make her a force to be reckoned with and all but invincible. Naturally the time between now and then would have to be laced with subtle conditioning to make her completely loyal to the House of Magnus otherwise Lord Magnus himself might order her silencing in order to protect his reign. If she didn't take to some of the more subtle methods there were any number of ways to make her dependant on something only they could provide in order to ensure her compliance. They'd gradually travel up the spectrum of possibilities until they found one that produced the desirable results and only those that might spark rebellion would be utilized without knowledge or permission.

If nothing but ill fortune followed the girl he wasn't too worried about how to dispose of her. Even for a telepath and telekinetic such as the Phoenix there was any one of a number of ways to kill her that she would be powerless against. Since the dawn of Lord Magnus' rule methods had been researched to counter any number of homo superior who theoretically could defeat the mutant ruler or cause widespread destruction. Methods both non-lethal and lethal were devised along with scenarios that maximized the odds in favour of them being successfully implemented.

Still I doubt it will come to that. He thought remembering his own interactions with the girl as well as the reports of others, While not as carefree as most her age Phoenix hasn't allowed her power to go to her head either. So long as nothing bluntly objectionable is presented before her and reasonable justifications prepared in advance everything should go smoothly.

It was one of the benefits of taking advantage of those too young to have accrued much experience: none of them knew just how scary the world could be.

Or how fleeting freedom could become.


About Five Miles Away from New York City

Two Days Later

Cordelia's POV

"But Xia can't we just-?" She asked wanting nothing more than to escape the pain her feet were feeling.

"Food and a place to sleep or a vehicle." Alexia said not even looking back as they continued down alongside the highway, "Your choice."

It'd been two days since they'd managed to slip the leash of the mutants running this world along with the blue skinned aliens Xia had told her were called Kree. Since then they'd spent most of their time in the subway tunnels until a little over twelve hours ago when the redheaded Dark Phoenix judged it worth the risk to go topside. Food and drink had been acquired from the various vending machines set up at each subway station but only when they wouldn't be spotted. A difficult thing considering that people kept odd hours depending on what their jobs were or what sort of activities they indulged in. As for any security cameras those were easy enough to deal with just by pulling out the power cables telekinetically in the blink of an eye. After the second time Xia had made the choice to use an empty garbage bag to just load up on food rather than make several trips since it'd reduce the odds of attracting the wrong sort of attention.

Eventually her complaints must've registered in the doofus' brain and so they'd gone topside in the dead of night with the intent of getting out of the city to find someplace to hole up. It'd been easy enough to grab some spare clothes from various clotheslines since Xia didn't want to risk using her powers and messing things up. The fashionista in her cringed at some of the things she'd been forced to settle for but even she couldn't deny that their options were limited. They didn't have any money of their own since most of their needs prior to their great escape had been seen to by their hosts so it wasn't like they could buy new clothes much less the kind that she preferred. Sure they'd been able to fleece a group of street toughs that'd tried to 'show them a good time' but that didn't mean they were set for months. At best the money they'd gained from that one encounter would last a month as long as they used it sparingly and avoided any unnecessities.

Considering the fact that up until Halloween she'd been the daughter of the richest family in Sunnydale she had grown quite accustomed to those 'unnecessities' otherwise known as luxuries so having to do without them did not sit well with her.

When Xia had told her that they'd be walking out of New York City to the closest small town she'd exploded with incredulity to the point of accidentally clearing the area around her with her mutant power. However Xia had pointed out that they had people looking for them and those people had tech that could detect it when a mutant used their powers. The redhead was certain that S.H.I.E.L.D had gathered enough info on her so that any less than subtle uses of her psionic powers or the Phoenix Force would be akin to sending up a signal flare. Even her crimson energy might be enough to get someone sent to investigate.

So in order to sneak out of the city they had to do it the old Homo Sapien way and limit themselves to Homo Sapien methods.

She had tried to fight the girl on this using every bit of comic book knowledge that she could recall but Xia had proven that her knowledge of Marvel Lore was superior. As such she'd been forced to plod along behind the redhead only occasionally bringing up the topic again when the pain or some other discomfort manifested. Like just now it'd never amounted to anything but her defeat and it grated on her significantly.

She was Cordelia Chase dammit! The queen of the Sunnydale High School social scene and head cheerleader! She didn't bow to anyone but in this new world and with these new circumstances she was forced to concede that she had no choice. Bereft of the usual means and methods she was used to she had no choice to look at things in terms of 'what can I do as I am now and what can't I do' with the former being a significantly shorter list than the latter. Money was limited to what they'd liberated from the thugs so it wasn't the amount one could use to buy a car or even rent one without seriously depleting what they had. No one knew of the Chase family here and her parents weren't here either so she couldn't play on family connections or go running to her mother and father for help.

All she had was a small some of money, powers she couldn't control and the dweeb who had somehow stumbled into a super model body and the power of a cosmic being.

IT JUST WASN'T FAIR!

"Look the only other choice we have is to hitchhike and I doubt it's any safer in this world than it is back home." Xia said showing some understanding towards the duress of walking to someplace far away, "Sure we could luck out and get a nice elderly couple or maybe a heartwarming family but we could also get a bunch of jerks or worse psycho killers. It's too risky 'cause even if we could probably kick their asses it'd tell everyone where we are."

It made sense but…

"Let's make a deal then." She said her mind coming up with a very loose idea, "We try three times to hitch a ride with someone. If all three of them turn out to be losers or threats we'll give up and keep walking. If even one of them is nice enough we ask them for a ride to the next town instead of walking. Deal?

"And how're we supposed to tell if they're okay? Not all of them will look human and to be honest neither of us is a perfect judge of character." Xia asked though a look in the eyes hinted that the redhead had a suspicion.

"You'll take a quick peek with your telepathy." She explained with a confident smile, "Unless they're used to dealing with telepaths they won't have any way of knowing you're looking and will pretty much have everything right on the surface. If you do it quick enough no one'll pick anything up and we'll be safe."

The dweeb looked to be considering the idea which was better than the guy turned girl rejecting it outright but not quite the immediate capitulation she'd desired. Still it only took a little under two minutes for a decision to be reached.

"Fine. Three tries but if we strike out on all of them then you stop complaining. Deal?" Xia asked in a 'this is the deal take it or leave it' sort of way.

"Deal." She replied pinning everything on the hope that she'd win the wager.

With that in mind the two of them continued to walk but also kept an eye out for any approaching cars heading the direction they were going. Some they let pass by since it was obvious that there wouldn't be near enough room for them to fit inside but others fit the bill and so they both stuck their thumbs out in the classic hitchhiking position. Most passed them by and that was only natural since it was just as dangerous to pick up a hitchhiker as it was to be a hitchhiker. Of course there was also the simple fact that some people were assholes who wouldn't lift a finger to help anyone else unless there was a considerable payoff for them. In the end though it was only as the sun was beginning to set that two motorhomes slowed and pulled off to the side of the road. A moment later an old man who looked to be in his late fifties or early sixties poked his head out of the driver side window to address them.

"You girls trying to get someplace?" The old man asked sounding like he had a few ideas concerning better ways of doing it.

"Yeah. Springfield, New Jersey." Xia replied surprising her a little since up until now no set destination had been declared.

"That's twenty some miles from here." The old man said with a mild look of surprise, "Any particular reason you're hoofing it instead of getting a drive?"

"We were at a party in the city and our EX-FRIENDS took off with our car." Xia replied without any sign of lying through her teeth, "Most of our stuff was in it since we'd been planning to stay a few days including our money."

"Couldn't you call your folks to come pick you up?" The old man asked proposing the most logical course of action.

"Yeah..about that…" Xia replied doing a decent enough job of looking a mix of guilty and embarrassed, "…They kinda don't know we were going to a party or that we planned on spending some time in NYC. If they find out we'll be lucky to get parole before we're thirty so we've been trying to get home without them finding out. Don't suppose you'd lend a hand?"

"Well…just a minute." The old man said before pulling his head back into the motorhome presumably to talk with the other occupants.

When that stretched into minutes she could only presume that the people in the second motorhome were being brought in on the discussion which made sense if they were family. It was just about when she was about to put in her own two cents that the old man poked his head back out of the window.

"We've talked it over and if Springfield's where you want to go we can make room until then." The old man said with a welcoming smile, "Hop in."

Inwardly she cheered at the thought that she wouldn't need to walk any longer and get blisters on her poor feet but on the outside she just let a grateful grin show. Walking over to the lead motorhome she didn't have to wait long for the door to open and reveal a stunning blonde woman who looked to be in her mid to late twenties. Dressed in middle class clothes a part of her wondered how beautiful the woman could be if dressed in the best clothes and with makeup done right.

"Hope you two don't need a lot of room 'cause things are a bit snug in here." The blonde woman said with a friendly smile.

"I've put up with worse." She said recalling all the times putting up with the dweeb and the other freaks.

It was only when she was two steps into the motorhome that she realized that she hadn't heard Xia following her. Puzzled she turned around to see what was wrong. What she saw was a look that best could be described as 'ominous shock' but this only confused her since she couldn't think of anything that'd cause such an expression to show on the dweeb's face.

Whatever the case she wanted into the motorhome and she refused to wait any longer.

"Whatever your problem is doofus deal with it later." She said in her take charge tone of voice, "Now get in here!"

"Right. Sorry." Xia said before striding forward and following her into the motorhome.

Looking about after the door closed she spotted a bald guy with a kid on his lap homing and hoped that the guy didn't encourage a similar eradication of hair on the boy. Sure some people could pull off the bald look without too much trouble and some even looked great with it However this guy was not one of those who was blessed with a face that went well with the bald look. Hopefully it was just a lost bet or a bit of experimentation that the man would soon be free of in order to allow the hair to grow back in.

For now she sat down on the nearest comfortable chair and basked in the controlled temperature of the motorhome.

It might not be good enough to deserve a place in her family's garage but ANYTHING was better than walking.