"Lehnsherr was identified yesterday in this small town in central Poland," a TV reporter said at a crime scene. "Leaders from all central communities are now urging their citizens to remain calm as police and armed forces are mobilizing to find Lehnsherr before he can strike again. If anyone has information about Lehnsherr or, as he is also known, Magneto, contact your local authorities immediately and proceed with caution as he is considered extremely..."

"Peter," a voice said as the young mutant watching this in his basement bedroom, Peter Maximoff, aka Quicksilver (not to be confused with Pietro Maximoff, the Quicksilver Jen just met) perked up and changed the channel before zooming to his Ms. Pac-Man machine.

"What's up?" Peter asked before rapidly working on the retro game as his mother walked into his basement bedroom.

"Just checking on you," Ms. Maximoff said.

"I'm good, playing Pac-Man."

Ms. Maximoff reached down to the TV before changing it back to the news report on Magneto.

"You sure you weren't watching this?"

"This news comes at a time when the world is celebrating ten years of peace between mutants and mankind."

"You're going after him, aren't you?"

"Well, you wanted me to get out of the house more, right?" Peter asked.

"I can't stop you. Nobody can," his mom said. "But trust me, this won't end well. Nothing ever does with him."

"I'm not afraid of him," Peter said, looking away from his game.

"You should be."

Peter looked down at the card that Charles gave him ten years ago and nodded to himself, looking at the address for Xavier's School for Gifted Youngsters.


Speaking of which, Charles and Alex had just arrived back at the school with Moira in tow, the latter looking up at the establishment in awe.

"I've read so much about this place," Moira said. "But being here actually kind of seems... familiar. Strange."

"Quite," Charles agreed with a chuckle. "Shall we?"

Alex and Charles opened their doors to leave the car.


Elsewhere, Scott, Jean, Kurt and Jubilee walked out of the mall's movie theater after seeing Return of the Jedi.

"I'm just saying Empire is still the best," Jubilee said. "It's the most complex, the most sophisticated, wasn't afraid to have a dark ending."

"Yeah, but come on. If it wasn't for the first one, you wouldn't have had the rest of the movies," Scott countered.

"Well, at least we can always agree, the third one is always the worst," Jean said as the four mutants left the mall.

(A.N.: I'm gonna have to challenge you on that, baby girl. Not on X-Men: The Last Stand, though. That one was the worst.)


"Hank, are you here?" Charles asked, rolling into his office. "I'd like you to meet-"

"Moira," Raven said, standing up from the couch as Charles looked to notice her as well as Hank and Ally as they stood by.

"Raven."

"I'm sorry, have we met?" Moira asked as Ally got up and walked to Charles.

"Uh, Hank, Alex, Agent MacTaggart," Charles pointed out. "Would you give us just one moment please?"

"Of course."

Hank then led Moira out of the room as Ally then went to Charles and nodded with an unsure look on her face.

"Um, Charles Xavier?"

"Yes."

"My name is, uh, Allison Levin. My friends call me Ally."

"Nice to meet you," Charles said, shaking the goth's hand. "Would you mind telling us who you are?"

"Okay. As hard as this is going to be to believe, I'm actually from another universe," Ally explained. "I'm with a superhero team called the Omni-Team. It's me, my brother, my best friend Jen Tennyson, her brother Ben, and their cousins Gwen and Becky."

"How did you get here?" Raven asked.

"We had just finally destroyed one of our most dangerous enemies yet, Aggregor at this interdimensional location called the Forge of Creation after my brother absorbed all his powers. And the fight caused a lot of energy to disperse, which caused some dimensional portals to tear open and the five of us were sent to various dimensions. And I guess I ended up here."

Charles put a hand to Ally's temple and focused before nodding.

"She is indeed telling the truth," Charles said. "Every word."

"I'm stuck here until the Protectors find me and bring me home. The Protectors are an organization of some of the greatest warriors and heroes from across the multiverse."

"Well, until someone comes for you, make yourself at home. You're a good kid and if what's going in the world is any indication, we could really use your help."

"I'm ready, willing and able," Ally said. "I'm a superhero. My responsibility is to all worlds, not just mine."

"Anyway," Raven said, standing up. "Charles, why didn't Moira recognize me? She knew me in this form."

"Well, after you left me on the beach in Cuba, I took her memories of that time. Have a seat."

"Lucky girl," Ally scoffed as she kicked back on the couch as Raven took a seat by Charles' desk.

"It's good to see you, Raven. Welcome home."

"This isn't my home."

"It was once."

"No, it was your home. I just lived here. And I barely even recognize it now."

"You know, I have plans for this place," Charles said. "I mean to turn it into a real campus. A university. Not just for mutants, either. For humans too. Living and working, growing together."

"In harmony," Ally said. "That's Ben and Jen's dreams for our world too. Only, all they desire is peace between aliens and humans."

"You know, I really believed that once," Raven said. "I really believed we could change them after DC."

"We did."

"No, Charles. They still hate and fear us. It's just harder to see because they're more polite about it. I got sick of living that lie."

"And that's why you're not in your natural blue form."

"I'm gonna be the face of a world that doesn't exist."

"Things are better. The world is better."

"Maybe in Weschester. But out there, mutants are still running, hiding, living in fear. Just because there's not a war doesn't mean there's peace. You want to teach your kids something? Teach them that. Teach them to fight. Otherwise, they might as well live in this house for the rest of their lives."

"You still sound just like him. You sound just like Erik."

"Uh, Professor Xavier..." Ally asked.

"Charles," he corrected.

"...Charles. That's actually why Raven's here."

"She's right. Erik's resurfaced. He had a wife and a child in Poland. They were killed along with a handful of policemen," Raven said.

Charles only sighed in disappointment. "The whole world will be looking for him."

"But you can help me find him before they do."


And that was the point that Charles, Raven, Hank, Alex, Ally and Moira entered Cerebro, Ally looking around super-impressed at the basement laboratory.

"Moira, I'm going to have to ask you to keep this a secret."

"I don't even know what this is," Moira said.

"It's Cerebro," Raven said. "The new model."

"I based the color on..." Hank said as Raven smirked at him slyly. "It doesn't matter."

Charles placed the helmet on his head as Ally and Moira sotod back, letting the mental master do his work as Cerebro activated and the background of the supercomputer suddenly changed, surprising the two newcomers as they looked to see they were seemingly flying through space and several silhouettes of bodies flew past them.

"What are those?" Moira asked.

"These are all the humans of the world," Charles said as the background turned red. "And these..."

"Are all the mutants," Ally realized.

"Indeed, Ally. I'm connected to all their minds."

"The CIA would kill for this," Moira chuckled.

"So would the Plumbers," Ally nodded.

"I know they would," Charles said before closing his eyes to search for his once best friend. "Where are you, Erik?"


Said magnetic mutant was now clad in his old red armor and cape, watching Apocalypse form Archangel's costume before turning away somberly before he felt an all-too-familiar sensation searing through his mind.

"Charles?"

"Hello, old friend," Charles told him, tears rolling down his face. "I'm sorry. I am so sorry! I feel your pain. And your loss."

"You think because you can see into my head, you know how it feels?" Magneto asked. "You're looking in the wrong place, Charles."

"What happened, it was terribly wrong. But come back to us. I can help you."

"Help me?"

"Think of your wife, think of your daughter. What would they have wanted?"

"They would have wanted to live. I tried your way, Charles. I tried to be like them. Live like them. But no matter what I do, it always ends the same way."

As Ally heard this conversation in the back, she felt her heart shatter and she looked down, tears running down her face.

"They took everything away from me. Now... we'll take everything from them."

"Hey, Charles, wait," Hank said, looking down at the readings on the supercomputer begin to skyrocket out of control as Charles began to sense an alien presence in Cerebro.

Apocalyspe took note of the conversation after finishing forming Archangel's costume as he turned to Magneto.

"Hank," Charles said as Hank turned to him. "He's not alone."

The rest of the team looked on and gasped in shock.

"Extraordinary," Apocalypse said.

"What do you see?" Archangel asked.

"The answer."

Everyone in either room stood tense. Several seconds passed and Apocalypse growled outwards, his eyes glowing a stark white as Charles instantly felt it the sensation throughout Cerebro.

"Oh my God," Charles gasped.

"Thank you for letting me in."

Everyone inside Cerebro looked around in fear as the red background slowly turned purple and Charles stood there, stunned.

"Charles, get out!" Hank shouted as Ally briefly looked to Alex and grasped his hand, absorbing a sample of his energy. "Charles!"

"I've never felt power like this before," Charles said, dazed as his pupils expanded to take over his eyes completely.

"Charles, Charles, get out of there," Hank begged.

"What's going on? What's happening?" Moira asked.

"I'm as lost as you," Ally said, stepping back.

"I think... someone's taken over Cerebro," Hank said, messing with the supercomputer's controls. "They've taken control of it."

"To do what?" Raven asked.

"To connect."

Apocalypse breathed deeply as he used his connection to Magneto to take control of Cerebro and gazed at all of the minds, human and mutant, throughout the world.

"Always the same," he said to himself. "And now all this. No more stones. No more spears. No more slings. No more swords! No more weapons! NO MORE SYSTEMS! No more... superpowers."

As he monologued, Apocalypse took control of the minds of all of the weapons officials throughout the world and commanded them to launch all of their nuclear weapons, whether it be the missile silos all throughout the country, the torpedos inside of submarines, whatever it was, all of them were now preparing to launch.

"Charles!" Hank said, reaching for the helmet, only to be violently shocked.

All across the globe, the nuclear missiles were launched upwards. However, they didn't seem to be going to any kind of target. They only seemed to be launching skywards.

"What's going on?" the President of the United States asked as he and all of the government officials witnessed this at the Pentagon. "Who's turning the keys?"

"The men are," his general said.

"Who green-lit the launch?"

"Hank, do something!" Ally shouted as Hank rapidly fiddled with Cerebro's controls and ripped the control panel off before Ally ran in, absorbed a sample of metal to form her arm into a blade and she slashed all the cables with a shout of effort.

"It won't shut down!" Hank shotued.

Some torpedos under the ocean blasted into all of the submarines traveling through the sea.

"We've lost contact with all Trident and Polaris subs," a Navy general said to the Commander.

"The Air Force is reporting the same thing."

"So much faith in their tools and their machines," Apocalypse inquired.

"It's not just the United States either. Russia, China, England, Israel, India," a military official reported to the President. "Everybody's got nukes in the air."

"What's the target?" the President asked. "Where are they going?"

"There doesn't seem to be a target at all. They're just going up. Straight up."

"Alex!" Charles shouted.

"What?" Alex asked as he and Ally turned to Charles.

"Destroy it! Destroy everything! Destroy Cerebro! Wreak Havoc!"

Alex and Ally nodded to each other as Alex let out a massive beam of energy from his chest, blasting straight into the walls of Cerebro as Ally used the energy she absorbed from Alex and let out two massive beams of the same energy from her hands that she spread all throughout the walls of Cerebro with a shout of fury.

"You can fire your arrows from the Tower of Babel..." Apocalypse stated. "BUT YOU CAN NEVER STRIKE GOD!"

And with that, all of the world's nuclear weapons were launched into space, drifting away from the planet never to be seen again.

Alex collapsed to the ground to be caught by the group as Ally exhausted her energy and her beams faded away now that Cerebro was completely destroyed.

Hank removed the helmet from his friend and he and Ally rolled Charles' chair out of the smoldering remains of the supercomputer with the others in tow as they regrouped.

"Charles, are you okay?" Hank asked as Charles slumped his head down, obviously unconscious.

That was when everyone heard a rumbling and they looked up to see Apocalypse and his Four Horsemen arrive through a portal.

"Oh man," Ally said. "This is who we're dealing with?"

Raven, Hank and Alex looked to see their old friend stare them down with a somber look on his face.

"Erik," Raven said grimly.

Magneto lifted his hand and pulled Charles' wheelchair to his master and fellow Horsemen.

"Charles!" Ally shouted as Alex rushed forward.

"Alex, stop!" Hank shouted.

"Hey! Hey asshole!" Alex shouted.

"All will be revealed, my child," Apocalypse said as a portal opened up and Apocalypse and his Horsemen stepped into it with Charles in tow.

"Stop!" Ally shouted.

"NO!" Hank shouted.

But it was too late. Alex fired his energy beam from his chest just as the portal closed and the team's new adversaries vanished behind it. The energy beam blasted through the metal door and it hit one of the X-Jet's engines, sending out a massive explosion that knocked everyone back off their feet.

*Insert music: Sweet Dreams (Are Made of This) by Eurythmics

Outside the mansion, Quicksilver stepped onto the road on the outskirts of the mansion munching on a Twinkie, looking to see a yellow Chevrolet with Scott, Jean, Kurt and Jubilee in tow. But then, he saw the massive explosion beginning to form from the lab. He checked the card to see that the address was right before zooming through the mansion to arrive at the basement as he saw the explosion surging outwards.

Pushing some of the debris out of the way, Quicksilver cracked his knuckles and got to work, grabbing Hank first, knocking his glasses off before rushing him outside. He then repeated this with Raven, then Moira, and finally Ally, giving a quick smooch to the goth girl's cheek as he rushed them all out to the safety of the lawn and a piece of metal hit Hank's glasses, shattering them.

As the explosion surged out into the main floor of the school, Quicksilver hurriedly grabbed the students one by one and rushed them to the front lawn. He then noticed a girl on the main stairwell and ran over the path of debris formed from the explosion, grabbed her and ran across the wall to the front lawn.

As the explosion surged into the library, Quicksilver grabbed all the students one by one there too and got them all to safety before he stopped by a girl whose fish tank was shattered. He grabbed a glass serving bowl, scooped up the goldfish in the water, placed it in the girl's hands and then rushed her out as well.

Running into the bathroom, Quicksilver noticed one student trying to do his hair. The superfast mutant tossed his comb away and then licked his hands, grabbed the student's hair and then ran him to the front lawn. He continued this, running into all the classrooms and evacuating the teachers and students.

Running to the balcony, Quicksilver witnessed a disturbing sight of a girl looking weirded out by a boy about to kiss her... with his tongue sticking out. Giving out a disgusted look, Quicksilver tossed the duo over the balcony now that the lower floor was completely engulfed.

Moving into the dormitories, Quicksilver placed a dart in the air to hit a perfect bullseye as the dartboard flew from the force of the explosion, then ran the student at his desk to the lawn before he wrapped his roommate in blankets and then tossed him out the window.

Moonwalking into the hall, he smashed the window and took the curtains from their frames and rushed to the lawn, hanging the curtains on a tree to form a makeshift net. He then tossed all the students out the windows, where they would be caught in the curtain net. Then, he ran into the next dorm, taking a girl who had just opened a can of Tab, which he then gulped down as soon as he ran back in.

Then, he ran into the final dorm and only saw a dog munching on a slice of pizza. He then ate all the pizza and grabbed the dog, running him out into the lawn. He kicked the door down and grabbed the final two students who were running from the explosion, he then kicked a table over, grabbed the two students, and let the force of the explosion carry them out the window onto the lawn. Finally, he leaped off the table and ran to the rest of the students as they crashed into the lab or into the nearby lake.

*Music end*

"Whoa," Peter said as everyone recovered from the explosion and their rescue, removing his goggles as Ally felt at her cheek, stunned at what just happened.

That was when Scott, Jean, Kurt and Jubilee drove onto the schoolgrounds, looking stunned at the charred remains of the mansion.

"Where did you..." Hank began, looking at Peter.

"I was looking for the professor. I thought he lived here," the silver haired mutant answered.

"They took him," Moira said, looking to Hank.

"She's the one," the students whispered among themselves, looking at Raven. "It's her."

Indeed, Raven had just turned into her naked blue-scaled form with her yellow eyes and red hair as everyone crowded around their hero.

"Are you sure?"

"Is she gonna help us?"

"Wow," Ally said as she walked up to Raven. "So this is what you really look like."

"They all look up to you," Hank told her. "And right now... they need you."

"That's not what they need," Raven said before shifting into her more human form.

"Whoa! That was awesome!" a girl shouted.

"What happened?" Scott asked as he and the others exited the car. "Where's Alex? Where's my brother?!"

"I'm pretty sure I got everybody," Peter said.

"Alex was closest to the blast," Hank realized.

"Oh man," Ally said, putting a hand to her mouth in shock before she, Jean and Scott ran into the ruins of the mansion and looked down as Alex felt his eyes well up with tears as he removed his glasses and closed his eyes, beginning to sob as Jean and Ally went to his side to comfort him as a distraught Kurt walked up to them as well.

"I'm so sorry, Scott," Ally said as she kneeled down and gave him a hug. "I really am."

Suddenly, Jean began to hear indistinct radio chatter coming from the distance.

"We're one click out. Alright, boys. This is it."

"Please remain calm!" a woman over the loudspeaker called out as some helicopters approached the kids. "Medical assistance is on the way."

"Scott," Jean said, catching his and Ally's attention as they looked up and ran off with Kurt, hiding behind a destroyed wall.

As the helicopter landed, some soldiers exited the chopper, as Moira looked up to them.

"Hey!" she called. "Moira MacTaggart! CIA! Thank God you're here!"

That was the point when Hank, Peter and Raven looked to see the last soldier remove his sunglasses, instantly recognizing him.

"WAIT!" Raven shouted, horrified.

"FIRE!" the general, the mutant-hating bastard known as William Stryker, ordered.

His soldiers then all fired sonic blasts from their cannons, knocking out everyone on the lawn, save for Ally, Scott, Jean and Kurt, who watched on helplessly from behind the destroyed wall as Stryker moved forwards and pointed to Moira, Hank, Peter and Raven respectively.

"I want her, him, him and her," he ordered. "Leave the kids."

"Yes sir!"

The soldiers grabbed the four mutants in question onto beds before loading them into the helicopter.

"What do we do?" Kurt asked.

"Keep quiet!" Ally shushed.

"X-Ray 7, I'm doing a final sweep of the ground," a soldier said, moving through the ruins of the mansion.

Thankfully, Jean quickly put a hand to her temple and used her telepathy to take control of the soldier's mind as he stopped where he stood and glanced to the four teenagers' direction, only to find nothing there.

"Let's get them on the bird!" Stryker shouted as the soldier shrugged and walked off.

"Clear!"

"Thanks, Jean," Scott said. "We gotta help them."

"Kurt, can you get us in that thing?" Ally asked.

"You want to get in there?" Kurt asked. "What if the soldiers see us?"

"Don't worry. They won't see us. Trust me," Jean assured.

Kurt nodded and everyone put their hands in.

"Hold on."

Everyone winced as Kurt teleported them all into the back of the chopper just as the doors closed. Then, they felt the engines fire up and the four mutants began to panic.

"Kurt, get us all out of here!" Scott shouted as Kurt scrambled to activate his power, but then grunted as he found his powers failed him.

"I... I can't. When they closed the doors, it activated some kind of electrical field. It's like Berlin all over again!"

"Jean, get in the pilot's heads. Don't let them take off!"

"I can't. I can't reach the pilots, I can't reach anyone!"

And so, powerless to stop the takeoff, the team felt the chopper lift into the air and it flew out of sight of the mansion as the radio flared up as the kids recovered.

"We're also getting reports out of Europe and Asia. This was not just a U.S.A. phenomenon. It seems the entire world has been disarmed of nuclear weapons. The Pentagon has confirmed multiple launches from Russia as well as the U.K., Israel and China. So far there has been no reports from the White House."

As the students recovered, they all looked up to see the multiple smoke trails from the missiles when they launched upwards.

"Eyewitness reports have been pouring in from affiliates across the globe. Authorities are not sure if it was an act of peace or an act of war."

As the chopper moved over the mountains, Ally, Scott, Jean and Kurt only sat by with their unconscious mentor figures by them as Kurt began praying.

"Our dear Father, hold me in the Light of God," he said.

"I'm an atheist and even I feel the need to pray right now," Ally said, scrunching her legs up to her chin.

"It should've been me," Scott said, catching the two girls' attention as Ally laid a hand on his shoulder, tears rolling down his cheeks. "Alex was the one who was gonna do something with his life. He was always the one."

"That's not what he felt," Jean said. "He felt you were the one who was gonna do something special with your life. That youw ere gonna make a difference in the world. Maybe even change it."

"How do you know what he felt?"

"I know what everyone feels."

"Hold me in the Light of God," Kurt prayed. "Protect me from danger. Save me by Your command. Listen to my prayer and keep me safe."

As Kurt prayed, the chopper moved through the forest before eventually arriving at a large dam-like wall and flew into one of the pipes, heading towards a hanger.


Meanwhile, as Charles recovered, he found himself lying down on a rock overlooking the city of Cairo and pinched his nose as he found Apocalypse standing by him with his Horsemen standing around him.

"You're blocking me," he said. "How?"

"I can shield their minds from your power," Apocalypse explained. "It's one of the many gifts I have acquired throughout the millennia. But to see inside a mind. To control it. That's your gift. You saw it, didn't you? The glory of what's to come."

"You're going to take part in all this killing?" Charles asked Magneto. "All this destruction?"

"It's all I've ever known," Magneto answered.

"No, it isn't. You've just forgotten."

"No, Charles. I remember. Your way doesn't work."

"I've shown him a better way. A better world."

"No, you just tapped into his rage and pain. That's all you've done. I told you from the moment I met you that there is more to you, Erik. There is good in you, too."

"Whatever it is you think you saw in me, Charles... I buried it with my family."


Back with our heroes, who were waking up in a large prison chamber with green lighting, Moira, Hank, Peter and Raven recovered as the latter morphed back into her human form.

Suddenly, Peter and Moira jumped up, startled as they saw Hank in his Beast form with blue fur all over his body, larger hands and feet and sharp claws and fangs.

"What's wrong with you?!" Peter asked before looking at his hands. "Is that gonna happen to all of us?"

"No, I just left my meds in the house," Hank said.

"What happened? Where are we?" Moira asked.

"Hey!" Raven shouted before looking up into the large window to see Stryker standing there, looking down at them.

"Hello, Mystique," Stryker said.

"Major Stryker," Raven scoffed.

"Colonel Stryker. I wouldn't get too close to the wall if I were you. It may create some discomfort."

"I'm Moira MacTaggart. I'm a senior officer of the CIA," Moira said, stepping forward.

"I know who you are, Agent MacTaggart."

"You cannot keep me here in this..."

"Actually, I can," Stryker corrected. "A psychic event just destroyed every nuke from here to Moscow. That event emanated from exactly where we found you. At the home of the world's most powerful psychic. So you are going to tell me: where is Charles Xavier?"

"It's not him you should be worried about," Moira said. "There's someone else. Someone more powerful."

"If you let us out of here, we can help you," Raven said.

"Do you really expect me to believe that? You can put on any face you want, but I know who you are. What you are."

And with that, Stryker took his leave as the others looked amongst themselves.

"Hey, Moira," Hank asked. "Um, what did you mean when you said someone more powerful than Charles?"


Outside the cell, Jean manipulated the minds of the passing soldiers as she, Ally, Scott and Kurt looked at the cell holding the others as Scott turned to Kurt.

"What's taking so long?"

"I can't get in," Kurt said. "They have a field around it like the helicopter."

"There's gotta be a way to cut the power," Ally said to herself, putting a hand to her head.


"Charles," Apocalypse said, leaning over the world's most powerful psychic. "You will send a message to every living mind. You will tell them that this world will be laid waste. That it is I, En Sabbah Nur, who will wreak this upon them."

Charles gave a lamented look to Erik as Apocalypse kneeled down to look him face to face.

"Now... deliver my message."

"Even if I wanted to, there's no way I could ever reach that many people," Charles spat. "I don't have Cerebro."

Apocalypse stood tall as he scoffed.

"You don't need a machine to amplify your powers. You have me."


Ally, Scott, Jean and Kurt moved through Stryker's facility, ducking behind the walls every time they spotted more soldiers and looked into a hangar that housed a large jet.

"Guys, that could be our ticket out of here," Scott told the others.

"Yeah," Ally said. "But we have to free the others first."


"You know him?" Peter asked Raven as Hank and Moira examined the cell for any sign of a possible escape. "Magneto?"

"I used to," Raven answered. "Not so sure anymore."

"What was he like? Was he... like they say he was? Was he... the bad guy?"

"No. I mean, yeah. He was... Why do you care so much? You see his speech on TV or something?"

"Yeah, but, uh... he's my father."

"What?!" Raven asked, eliciting shocked looks from Hank and Moira as well.

"Him and my mom, they did it."

"No, I know how it works. But... are you sure?"

"Yeah. He left my mom before I was born. I met him ten years back but I didn't know it was him. By the time I figured it out, it was too late. Then, last week, I saw him on TV again and I came to that house in Poland looking for him. But by the time I got there... late again."

Raven only gave a sigh and an understanding nod.

"You know, for a guy who moves as fast as me, I always seem to be too late."

"Let's hope not this time," Raven said.

"Yeah, seriously."

Suddenly, everyone inside and outside the cell and all across the globe felt a searing pain lace across their skulls as Charles' voice sounded in their minds.

"Hear me, inhabitants of this world."

"What is that?" Ally asked.

"This is a message."

"I think it's the Professor," Jean said.

"A message to every man, mutant and woman in the world. You have lost your way. But I have returned. The day of reckoning is here. All your buildings, all of your towers and temples... will fall. And the dawn of a new age will rise. For there is nothing you can do to stop what is coming."

"Jean," Charles secretly whispered.

Jean felt something as she felt a secondary voice of her Professor ringing in her head.

"Jean, if you can hear me, focus on my voice. Cairo. Find us, Jean."

Jean only nodded to herself, which she knew Charles could sense.

"This message is for one reason alone: To tell the strongest among you, this world will be yours. Those with the strongest power... protect those without. That's my message to the world."

"How is Charles doing that without Cerebro?" Hank asked.

"Sir," one of Stryker's men said, getting the colonel's attention. "What was that voice?"

Stryker simply walked to the cell and tapped on the window.

"I know that voice," he said to his prisoners. "It's Xavier, isn't it. What's going on?"

"We don't know!" Raven shouted.

"We don't know, bro!" Peter agreed.


"He just spoke to me," Jean said to her friends.

"I think he spoke to everyone," Scott said.

"I could hear him too," Kurt said.

"So could I," Ally agreed.

"No, guys. He just sent me a hidden message. One he knew only I would hear. I know where they are."

That was when a guard walked up to our heroes and pulled out his gun before Kurt instantly teleported them away just as he fired.


"We have shots fired! Where's it coming from?" a guard asked over his radio.

"I have intruders in Quad Six," the technician said, looking over all the cameras in the base.

"Send a security team. Take them out," Stryker said.


The team then arrived by a doorway as Ally looked through and nodded to herself.

"The generator," she said. "It's worth a shot."

"Kurt?" Jean asked as Kurt took the trio's shoulders and teleported them inside the generator room.

The team looked through the generator room as they were about to gear up to destroy the generator in an attempt to destroy the power... when suddenly, they heard a snarling voice behind them and turned around to see some kind of special cage.

"There's some kind of an animal in here," Scott said.

"I've got a bad feeling about this," Ally said, bringing her fists up as Jean suddenly put a hand on her shoulder.

"It's no animal," she said, using her telepathy to sense her. "It's a man."

"Who is he?" Kurt asked.

"That part of him has been taken away."

"What do you mean?" Scott asked.

"I mean they turned him into some kind of weapon."

Then, the doors opened and three armed guards moved into the generator room and searched around, only to find nothing as Jean used her telepathy to control their minds to not perceive our heroes.

"Charlie Three, report. Did you find them?" the Dispatcher asked.

The guards looked to see the lock on the cage slowly rising as Jean used her telekinesis on it. As the lock disengaged, it caused an alarm to sound all throughout the military base.

As the cage door slowly creaked open, the team watched as out stepped the man known as Weapon X, who unsheathed his adamandium claws from his knuckles as the team saw the monitoring equipment attached to his head and back.

"Fire!"

The guards unloaded all of their bullets into Weapon X, but of course, nothing they used even slightly phased the mutant. Wolverine screamed out as he leaped forwards and stabbed and slashed all of the guards, spilling tons of blood on the floor.

"Weapon X is loose! I repeat! Weapon X is loose!"

Weapon X had indeed left a trail of mutilated guard bodies in his wake, blood staining the floor and spilling everywhere as Ally, Scott, Jean and Kurt moved forwards.

"You sure he's not an animal?" Scott asked Jean as Ally winced at the bodies as they walked forwards, following Weapon X.

"He's into the central halls," the technician told Stryker.

"Engaging Target Sector Five! We can't-"

Stryker only looked horrified at what he had wrought as Weapon X ran through the halls, slaughtering any guard that got in his way as his healing factor instantly cured any damage that may have been inflicted on him by the guards' bullets as he only ran forwards and growled at the cameras.

"What are they doing?" Moira asked, confused as hell.

"What's going on out there?" Hank asked.

"I'll be right back," Stryker said, walking into the hall.

Ally, Scott, Jean and Kurt only continued following the trail of carnage as Ally gave Jean a very concerned look as she readied herself for battle.

In the cell, however, Raven, Hank, Peter and Moira stood confused as Weapon X made his way into the control room above them as he slaughtered every guard in the place as Stryker swiped his card on a console to open the hanger to make his escape.

The others followed the carnage to a door leading into a cavernous area as they saw Weapon X open the door as Scott prepared to remove his glasses, only for Jean and Ally to stop him.

"Scott, wait!" Ally shouted as Jean stepped forwards.

"I can help you," Jean said as Weapon X simply stood there menacingly as he sheathed his claws back into his knuckles.

"Jean," Scott said as Ally put a hand on his shoulder.

"I want to see where this is going first. Then, I'll stop him myself," she assured.

Jean put a hand to Weapon X's head, only for him to slap it away harshly. Jean didn't even react to it as she lifted the monitoring helmet off Weapon X's head as before she then put her hands to his temples, using her telepathy to clear his mind of all the pain and suffering he had just experienced.

"Logan," she said, detecting his name, which somehow calmed him down.

Ally walked forwards and then braced herself as she carefully removed all the screws from Logan's torso, which then instantly healed up as she helped him remove the monitoring vest from his chest.

Logan nodded calmly to the two girls before he nodded to Scott and Kurt before taking off into a sprint out of the facility and into the snowy woods outside.

"What'd you do to him?" Scott asked Jean.

"I found a piece of his his past and gave it back to him. Just the few memories I could reach."

"Hope that's the last we see of that guy."

"Knowing my luck, Scott, I really doubt it," Ally said.

Walking into the cell's control room, Kurt felt the bile rise in his throat before performing the Jesus cross sign over his chest.

"Kurt," Hank said as Kurt tried to speak with them. However, nothing he said was getting through the glass.

"Hey," Kurt said as Raven pointed to her ears and Kurt instantly spotted the button on the wall and pressed it, activating the cell's microphones. "Stay away from the do-"

"What?" Peter asked as Kurt gave some charades to the wall.

"The door!" Moira shouted as the others ran back as the door burst open off its hinges and they looked through the hole to see Ally's hands clearing themselves of smoke as Scott put his glasses back on.

"Guys," Raven said as she ran up and gave Ally a hug. "You came."

"Of course we did," Ally said. "I'd never leave my friends hanging."

"We know where the Professor is," Jean nodded.

"I think we might have a way out of here too," Scott said.

"Well, you've been busy," Raven chuckled.

"We had a little help," Ally said. "Let's get out of here!"

The team ran forwards through the facility to the hanger. as Kurt teleported to their sides as well.


Back in Cairo, Apocalypse stood proudly, looming over the city with Charles and his Horsemen standing behind him.

"This was meant to be the center of the universe before I was betrayed. Now, it will be."

Apocalypse rose his hands and almost immediately afterwards, the buildings and cars began to dissolve into dust, sending everyone in the city into a panic. As all of the dust converged into a single area, however, they began to take solid shape again as it formed a massive pyramid fortress overlooking the city.

Charles only stood aghast, unsure of what the all-powerful mutant could possibly be planning.


"Whoa," Moira said as the team arrived at the hanger and looked at the giant jet in the center of the landing pad.

"Hank, you think you can fly this thing?" Raven asked.

"Yeah, I think I can figure this out."

"Hey, guys," Scott said, pressing a button which opened a compartment to show several black and silver suits. "Flight suits."

"Forget it. I am not wearing one of those," Ally stated, shaking her head. "I have my own uniform."

She then pressed the button on her watch and instantly changed into her Matter Girl costume.

"Then wear this," Hank said bluntly, tossing her a belt.

Ally looked at the utility belt and nodded her head at the X symbol in the buckle section of it as she took off her old belt and slipped on her new one before taking the pouches off her old utility belt and then slipped them onto her new one perfectly.

"Now this is style," she nodded to herself, admiring her new belt signifying her membership to her new team in the mirror.

"You got your warplane," Raven said to Hank. "Let's go to war."

"It's pretty much another Thursday for me at this point," Ally chuckled.


At Cairo, Apocalypse used his powers to construct a familiar-looking red helmet and presented it to Magneto.

"A gift, from the past you left behind," he said. "And the future that lies ahead."

Magneto took the helmet and stared at it expectantly with a nod.

"You will reach down, my son. Deep into the earth. Rip everything they've built from the ground. Wipe clean this world. And we will lead those that survive... into a better one."

"And me?" Charles asked, prompting everyone to look his way. "Am I to play a role in this madness?"

"You have the most important role of all."


The jet blasted towards Cairo as the team were strapped into their seats, clad in the new black and silver suits, save for Ally, who was dressed in her normal hero outfit minus her mask, that she had stuffed into her pocket.

She took deep breaths, rapping her fingers on the bars of her seat as she looked to Moira, who was flying the jet towards Cairo.

"You've got this, Ally," she said to herself. "You don't need Jen to be a great hero. You're already a great hero. Now's your chance to prove that."

"I know you will," Kurt said, laying a hand on her shoulder, which caused her to smile.

"Were you scared?" Jean asked Raven. "That day in D.C. Were you scared?"

"No," Raven said.

Jean nodded and looked away.

"But I was scared on my first mission," Raven revealed, prompting everyone to look to her. "I was on a plane like this with my friends. We were about your age. We called ourselves the X-Men. Your brother was there, Scott. We used to call him Havok. He was a real handful... but when it came down to it, he was very brave.

"What happened to the rest of the kids who went with you?" Kurt asked. "The X-Men?"

"Hank and I are the only ones left. I couldn't save the rest of them. I told you, I'm not a hero."

"Well, you're a hero to us, Raven," Jean said. "Seeing you that day on TV changed my life."

"Mine too," Kurt said.

"Mine too," Peter nodded. "I still live in my mom's basement, but, you know... everything else is... well, it's pretty much the same. I'm a total loser."

Everyone chuckled at that as Ally sighed.

"I was in the same situation when I was thirteen on my first mission," Ally smiled. "Only it wasn't a jet, it was an RV. And our team is still all together. We're that strong."

"Were you scared, Ally?" Jean asked.

"Shitless. My best friend was the one who got us through it together. This is going to be my first big battle without her by my side."

"You have us to help this time," Scott smiled. "With or without your friend, you're still a great hero."

"I hope."


At the team's destination, Magneto rose in the air as he used his powers to rip all of the buildings from their foundations, the stone and metal rubble swirling around him in a massive sphere of debris. Even the wreckage of several sunken ships in the ocean rose from their watery beds and broke apart to to join the storm of earth.


"What we're seeing is a magnetic phenomenon on a much larger scale than what we saw at Auschwitz," said a general at a meeting in D.C. "The ground is full of magnetic elements. Iron, nickel, cobalt. The ocean floor is lined with them too. It's already begun at the lowest depths. Land masses will slow it, but not for long. Eventually, cities, urban centers, anything built since the Bronze Age, will be wiped away. The death toll will be in the billions."

"He's already talking about the whole goddamn world."


Indeed, all across the planet, anything man-made was getting dismantled by the sheer will of Magnetos' power, rising in the air and flying towards Cairo.

Apocalypse stood proudly before the two familiar-looking stone slabs as Angel brought Charles forwards and placed him onto one of the slabs.

"You're just another false god," the paralyzed professor scoffed. "And whoever's left to follow you when this is all over... they will betray you again!"

Charles grunted out as Apocalypse shoved him onto the slab and manipulated them to form two cuffs on his arms to prevent him from rising.

"You're wrong Charles. For the first time in a thousand lifetimes... I have you. For all my gifts, I have yet to possess the one I needed the most. To be... everywhere. To be... everyone."


And as this went on, the jet flew into the scene as Hank looked out the windshield to see the absolute storm of metal ravaging Cairo.

"Seventh wonder, twelve o'clock."

Raven got out of her seat to look past the pyramids and then looked beyond the magnetic storm to see a giant pyramid structure made entirely out of metal.

"He has the Professor in the center of the pyramid," Jean reported with a gasp as everyone inside turned to her.

"What?" Raven asked.

"He's going to transfer his consciousness into the Professor's body. If he does that, he'll have the power to control every mind in the world."

"We've got to stop him here and now," Scott said as Ally got out of her seat and looked out the window herself as the jet loomed around the pyramid to see what seemed to be the epicenter of the magnetic storm.

"What is that?" Moira asked, looking at the sphere of metal and mineral swirling around.

"It's Erik," Raven said.

"Whoa," Hank, or as he was now, Beast, said, rushing up as Matter Girl nodded and slammed her fist into her hand with a nod.

"You guys help Nightcrawler get into the pyramid," Raven ordered. "You get Charles. I'll take care of Erik."

"How are we gonna get through that?" Scott, or Cyclops, asked, looking out at the sphere.

"I can get you in there," Quicksilver said to Raven. "I came here for him, I can help you."

"Got it. The rest of you, get Charles, get him in this plane and get him out of here."

"We're not leaving without you!" Nightcrawler shouted.

"Don't worry. We'll catch up."

"I need an energy source," Ally said. "I can't use my armor or else this magnetic storm would literally rip me apart."

"Take some from the console," Moira said as Matter Girl ran up and drained some of the energy from the console as her eyes briefly glowed white before she nodded.

"Hold on," Beast said as he brought the plane in for a landing as the team, minus the powerless Moria, exited and geared themselves for what was sure to be the fight of their young lives.

"Hank, you go with the kids," Raven said to Beast. "Moira will be waiting for us on the plane."

"Wait," Cyclops said. "Not all of us can fully control our powers."

"What is it?"

"Then don't," Matter Girl said, clutching her fists as energy sparked from her fingertips. "You need to embrace them."

"We all do," Raven said as she shifted into her natural blue form, becoming Mystique once again.

Quicksilver lowered his goggles, grabbed Mystique and zipped off, bounding off the slabs of stone and steel as they moved in slow motion under his feet until they eventually made their way to Magneto, levitating off the ground in his magnetic sphere.

"Go," Apocalypse ordered Archangel. "Join the others. Protect me until the transference is complete."

Archangel nodded and flew out of the pyramid to engage the X-Men as Apocalypse leaned down onto the slab adjacent from Charles'. He lifted his hand and the golden diamond mechanism at the top of the room shot up to the tip of the pyramid to gather the sunlight for the transference.

The X-Men parkoured their way through the rubble before they looked ahead to see the front of the pyramid.

"There's an entrance," Cyclops said. "It's clear."

"There's no way it's that easy," Matter Girl said, balling her fists. "It never is."

Suddenly, the team looked skywards to see Archangel swooping in and they all gasped.

"Kurt! Get in there!" Beast ordered.

Nightcrawler nodded as he teleported inside the pyramid as Archangel shout out his razor sharp feathers, only for Jean to levitate a few pieces of rubble to block them. Realizing what they were planning, Archangel flew back inside the pyramid to follow Nightcrawler as he rapidly teleported throughout the pyramid in an attempt to find the Professor.

"Into the pyramid! Move!" Matter Girl shouted as she and the others ran forwards.

But before they got too far, a flash of lightning struck the ground as Storm suddenly appeared, her eyes glowing white as she glared at her foes and kicked up a massive tornado, sending a car to them that they avoided.

Beast hissed as he and Matter Girl ran in and caught the car with their enhanced strength as Cyclops removed his glasses and fired his optic beams at Storm, forcing her to dodge as she fell into a pile of rubble. Beast and Matter Girl shouted out in effort as they tossed the car at her, causing her to gasp in horror.

But before the car crushed Storm to death, Psylocke suddenly flipped in and sliced the car in half with her pink energy blade, the car falling in two halves beside the weather mutant.

"Split them up," Psylocke ordered.

Storm nodded as she flew up into the air and blasted at the team with lightning as they all scattered, ducking behind several different pieces of rubble as Matter Girl and Jean ran into a shop and Matter Girl absorbed some of the metal from a table before forming her arm into a blade, slashing a large piece of rubble that formed a shield from the lightning and she morphed her arm to normal with a sigh.

As the sunlight hit the golden tip of the pyramid, Charles could only look on helplessly as golden lines traveled down the walls of the pyramid before they converged at the two slabs.

"Professor," Jean whispered.

"Come on, Kurt. You have to hurry," Matter Girl said into her earpiece (supplied by Beast to the entire team), starting to sweat from the stress.

"Believe me, I'm trying," Nightcrawler said, rapidly teleporting through the structure. "It's like a maze in here."

Then, Nightcrawler saw a familiar shadow approaching on the wall and he gasped as Archangel flew in and grabbed Nightcrawler to fly him into the wall, only for the demon-like mutant to teleport out of his grip and shot his tail out to attack, only for Archangel to grab it as Nightcrawler teleported away again as the game of cat and mouse continued through the halls as Nightcrawler gave out several teleporting attacks with Archangel countering with his own, shooting out several feathers that Nightcrawler easily dodged as the struggle continued until they both chased each other out of the pyramid.

"Kurt, no!" Jean shouted.

Beast shouted out as he leaped towards Psylocke, who gave out several slashes from both her metal sword and her energy blade, that Beast nimbly leaped and ducked under as Jean nodded to Matter Girl as she leaped out and ran over to help.

Beast leaped over Psylocke and blocked a sword slash with a brick as Psylocke formed her energy into a whip and gave out a lash with a smirk.

"I'm going in," Matter Girl said as she put her headphones in and turned on her phone's music and leaped from the cover to help Beast.

Above the city, Mystique and Quicksilver tried to get to Magneto, but found they were unable to get through the magnetic field surrounding him.

"The magnetic field is too strong," Quicksilver said after struggling to get through, even with his extreme speed. "I can't get us in there."

"Erik!" Mystique shouted, catching Magneto's attention as he turned to the duo below him.

"Mystique?"

"I know you think you've lost everything. But you haven't," she said. "You have me. You have Charles. You have more family than you know. You never had the chance to save your family before. But you do now. That's what I've come here to tell you."

Magneto only nodded at his dear friend's words before he turned to Quicksilver. "And you?"

"I'm your..."

He trailed off as Magneto only looked at him expectantly.

"...I'm here for my family too."

Beast dodged every swipe as Psylocke lashed out with her energy whip and sliced the foundations off of a stone piece of wall that Beast avoided as it nearly crashed on top of him. Then, she lashed her whip around the blue furred mutant's neck and tossed him through several walls, landing in a heap on the floor.

She was just about to finish him off when Matter Girl ran in and leaped forwards, getting Psylocke in a headlock as she absorbed some of her energy before she got onto her back and kicked her off into some walls with her eyes glowing pink from her energy.

Charles struggled as the golden lines crawled upon his slab and Jean looked on in horror as she looked upwards as Archangel and Nightcrawler struggled with each other in the air, both struggling with punches to each other.

Jean struggled as she witnessed Cyclops blasting his beams at Storm, who flew out of the way, Beast and Matter Girl struggling with Psylocke.

Matter Girl blasted out her pink energy blasts as Psylocke nimbly dodged them as she wrapped her whips around the Osmosian's neck with a grunt as she struggled to break free. She was just about to flick her wrists to snap her neck, when Beast leaped forwards and gave her a dual kick to her face, sending her back and freeing Matter Girl. Beast then tossed Psylocke into the air as Matter Girl leaped off of his hands and kicked down with an energy charged kick, sending Psylocke crashing down onto a building's roof.

The stone slabs started to rise in the air as Charles struggled as the purple energy surrounded both himself and Apocalypse, tossing his head rapidly as his hair started to fall out from the transference.

"Get out! Get out!"

Archangel continued to fly forwards as Nightcrawler constantly teleported both himself and his opponent rapidly as Archangel grabbed Nightcrawler's tail, before the demon-like mutant expertly teleported him onto one side of a large metal grate while Nightcrawler was still free.

"Auf wiedersehen," Nightcrawler smirked, yanking his tail back and slamming Archangel's head into the grate, knocking him unconscious.

Charles struggled as his hair completely fell out and his pupils took over his eyes, sending his mind into a total blank.

"We're losing him," Jean said into her earpiece.

Suddenly, Nightcrawler appeared in the chamber, grabbed the now bald Professor from his pedestal and teleported him away back into the plane.

"I'll be right back," he said to Moira, teleporting off before he instantly teleported back in with Jean in tow.

Cyclops shouted out as he blasted his optic beams at Storm, who countered with a powerful electrical barrier just as Nightcrawler teleported by his side.

"Scott, glasses on!"

Scott put his glasses back on as Nightcrawler teleported him onto the plane as well.

Psylocke shouted out in fury, swiping at Matter Girl and Beast as they dodged her energy lashes as Beast leapt in to attack as Nightcrawler suddenly teleported in and warped him back into the plane as Matter Girl smirked.

"You failed," she said, pumping her fist as Nightcrawler came back and teleported her into the plane too.

"Not yet we haven't," Psylocke snarled.

"Let's go!" Beast said to Moira, who fired up the plane's controls as fast as she could.

Apocalypse came to on his pedestal, looking down at himself to see that he was still in his old body. He looked to the side to see that Charles had suddenly vanished. The first mutant gave out a shout of fury as he stood up.

"Locked on," Beast said.

"Here we go," Moira said as the ship began to take off.

Archangel recovered and shouted out, giving out a wicked slash to the metal grate with his razor-sharp wings and burst through the top, flying off after the plane.

Mystique and Quicksilver looked behind them to see the plane taking off, trying to escape with a victorious smirk.

"Psylocke!" Archangel shouted as Psylocke nodded to him and leaped off the building to be caught by her fellow Horseman as he flew them both after the plane and he tossed her upwards to land on top.

The X-Men suddenly felt a heavy thud on the roof.

"What the hell was that?!" Moira asked.

Suddenly, several energy blades pierced the roof, creating a giant hole in it.

"Geez, lady, don't you ever take a break?" Matter Girl deadpanned.

"Everyone, grab hold of Nightcrawler!" Jean ordered.

"I've never done it with this many people!"

"Just get us out of here!"

Everyone reached out and grabbed hold of Nightcrawler's various limbs and he grabbed the unconscious Charles' hand just as the roof caved in and Archangel leaped in with Psylocke above her, brandishing her blade as he spread out his wings.

"Jean," Matter Girl said. "Now might be a really good time to help us."

Jean nodded as she shot her hand out and the lever on the plane shot forwards, sending the plane into a divebomb, knocking Archangel and Psylocke off their feet

"Kurt, hurry!" Moira shouted.

Kurt shouted out, struggling to teleport as Archangel shouted out and thrust himself forward. Fortunately, however, Nightcrawler successfully teleported everyone out of the plane and into a building on the side.

Archangel looked out in horror as the plane got closer to the ground. Psylocke leaped off of the plane with a shout of effort just as the plane crashed into the ground, going up in a fiery explosion, taking Archangel with it.

Psylocke generated an energy blade that she stabbed into the wall of the nearest building, slicing down it before she hit the ground and was then instantly knocked out.

"Charles," Mystique lamented as she and Quicksilver witnessed the explosion as Magneto looked on at the wanton destruction longingly.

Inside the building, the X-Men recovered as Matter Girl and Beast looked to the unconscious Nightcrawler.

"Is he okay?" Cyclops asked.

"It's his energy," Jean said. "He's completely drained."

"Get out," Charles groaned, slowly coming to. "GET OUT!"

"Professor, it's okay," Jean said. "You're with us."

"It's alright."

Outside, Storm got out from her hiding place and looked at the wreckage of the plane along with Archangel's corpse.

"I don't know about you, but I'm gonna go fight for what I have left," Mystique said to Magneto. "Are you?"

Quicksilver took Mystique's arm and zipped her off to join the battle.

"There's so much more to you than you know," Magneto recalled Charles telling him. "Not just pain and anger. There's good too. I felt it. It's not just me you're walking away from."

"Here, you have the chance to be part of something much bigger than yourself. And it needs you, Erik."

A single tear rolled down Magneto's cheek as he looked to see Apocalypse teleport onto the scene by the wreckage of the plane, looking to Archangel's mangled corpse, a piece of metal stabbed into his chest.

"Useless," he spat.

This one word did not escape the attention of Storm, who gave out a hard glare to the mutant terrorist, balling her hand into a fist.

Matter Girl finished setting Nightcrawler onto a comfortable bed in the room as she pat his head and looked to Charles with a nod.

"Charles," Apocalypse sounded in Charles mind. "I know you can hear me. We're still connected. And I have plans for that girl from another dimension as well. Charles! Show yourself! CHARLES!"

Suddenly, the world slowed down to a crawl as Quicksilver casually walked up to Apocalypse super fast before giving out some wicked punches, knocking Apocalypse flying as he zipped closer and socked him again.

This continued on for a bit until Apocalypse's eyes grew foggy and he manipulated the earth to form a cuff around Quicksilver's leg, trapping him in place.

"Foolish child."

Quicksilver grunted as he tossed a punch outwards, only for Apocalyspe to catch it and twist his arm back and gave a wicked kick to his leg, breaking it and sending Quicksilver into a screaming fit, catching the attention of both Charles and Magneto.

"Peter," Charles said.

Storm looked out concernedly as Psylocke stepped into the fray, brandishing her sword as Apocalypse presented Quicksilver's head to her.

"End him."

Psylocke smirked and twirled his sword before she gave out a slash... right to Apocalypse's throat, surprising Storm as Apocalypse, unfazed, dropped Quicksilver and grabbed a hold of Psylocke's throat as his own healed up as he began choking her harshly, lifting her up into the air as her form morphed back into a naked Mystique.

This shocked Storm to her core, seeing Apocalypse choking the life out of her hero.

"Raven," Charles said, concerned as Cyclops, Jean and Beast's eyes widened as did that of Magneto as he and Storm watched Apocalypse slowly choke the air out of Mystique's windpipe.

"The great hero," Apocalyspe smirked wickedly.

"That's it," Matter Girl said, tossing her hands into the air as she kicked the window open. "I gotta go down there."

"Right behind you," Cyclops said as Matter Girl prepared herself to leave.

"No," Charles said. "It's me he wants."

"I don't care. I was sent to this universe for a reason. I'm going to take this guy down once and for all even if it kills me."

"Ally's right," Moira said. "You can't just give yourself up. If he gets you, he has all of us in the palm of his hand. The whole world."

"You are feeble," Apocalypse said to Mystique, lowering her down to his face. "Just like the others. CHARLES! COME! RESCUE YOUR WEAKLINGS! GIVE UP YOUR LIFE FOR THEIRS!"

"No," Charles sobbed as Mystique's form started to glitch, the blue skin starting to flap like scales as she lost consciousness as he stood up from his seat. "He was right. There is still some part of me connected to him. I can get inside his head."

"WILL YOU DO NOTHING!?"

"Thank you for letting me in," Charles said, leaning down on the bed and closing his eyes, letting his mind wander.

Apocalypse felt Charles enter his mind as he found himself in a void, staring down Charles face to face.

"You want what I have?" Charles asked. "You want to feel what I feel?"

Charles then placed his hands on Apocalypse's head, letting him feel the pain as the thoughts of billions and billions of minds seared through Apocalypse's skull, exhausting him as he glared down.

"Welcome to my world," the mental Charles said, giving a wicked punch to Apocalypse's head, the walls of the mansion starting to form. "You're in my house now!"

Charles shouted out, giving many strong punches to Apocalypse, before the mental form of him caught the final punch and Apocalypse grunted out as he smirked to the mental Charles.

"You'll need a bigger house."

The mental form of Apocalypse focused and slowly crushed his hand, the bones crunching as he slowly grew more and more before crushing Charles to the floor.

Jean and the others grouped around Charles concernedly as he struggled as Apocalypse shot his hand out, dissolving the wall of their hiding spot into dust.

Apocalypse stepped forwards to the team as Matter Girl grit her teeth angrily.

But before he could do anything, two large metal girders were tossed in front of him, forming a large X and blocking his path.

Everyone looked skywards to see Magneto descend from the sky with a determined nod to Mystique.

"You betray me?" Apocalypse asked.

"No," Magneto said. "I betrayed them."

Magneto then levitated several pieces of metal upwards and shouted out, sending them flying towards his former master, who put up a shield of fire to block them all.

"Let's jump," Beast said to Cyclops and Matter Girl.

"What?"

Beast then took both heroes into his arms and leaped to the ground with them.'

"Cover me," he told Cyclops as he ran forwards and broke the earth cuff around Quicksilver's leg, freeing the speedster mutant as Matter Girl picked Mystique up and brought her over to her old friend.

"I got you," she said.

Storm looked out at the small firestorm continuing. Cyclops took his glasses off to fire his optic beams at Apocalypse, only for Apocalypse to send out a massive push of wind, knocking him off balance as he lost control of the direction of the beams. Cyclops recovered and shouted out as he blasted out his beams to the firestorm surrounding him.

Matter Girl looked on as she rushed forwards, for a swirling portal to appear at her feet as Ally gasped, falling through the portal and she gasped out in fear as Apocalypse smirked to her and put a hand to her head while his free hand went outwards to protect himself.

"They lack strength, Charles," Apocalypse said to Charles in the mental void as he tossed him against several of the mansion's walls before he tossed him into another room.

"They can't stop him," Moira said as she looked to see Matter Girl struggling and Cyclops and Magneto's attacks did nothing to Apocalypse's powerful shield.

Beast tried parkouring over the rubble of the buildings before Apocalypse caught him in his telekinetic grip and tossed him into a car.

Cyclops grunted as he closed his eyes and put his glasses back on as Apocalypse grunted out and sent him crashing into a set of rubble as well before he formed the stone around Cyclops and all his limbs, trapping him.

"It's over, Charles. You're finished," Apocalyspe said, crushing Charles' mental form with his fist. "You're mine now."

"Ally," Charles said, sending Ally's mind connecting with Apocalypse's. "Help me."


Ally suddenly woke up in a void that looked oddly familiar to Omni-Manor.

"Huh?" Ally asked, looking down as she looked herself over. "I'm home?"

"Hello, Allison,"Apocalypse's voice sounded out and she looked over to see the mutant sit up from one of the seats as she stepped back before putting her fists up. "I promise you I mean you no harm."

"Yeah? I seriously doubt that."

"I know everything you've been through," Apocalypse said with a smirk to the young Osmosian. "The death of your father at a young age. Your brother losing his mind twice. How you always lived in fear of your own powers, knowing what happened to Kevin."

Ally only looked downwards, pondering what he said as his eyes glanced over.

"You're only twenty years old and you've been through so much pain. I can end your pain right here and right now. I can give you everything you've ever wanted. And all you have to do is pledge your allegiance to me."

Ally closed her eyes in deep thought before she looked to her behind her and the image of Apocalypse was suddenly replaced with a much more comforting one. Indeed, the image of Jen appeared before her, smiling brightly as she laid her hand on her best friend's shoulder.

"You're not gonna let him seduce you like that, are you? You're better than that."

"I have been through a lot of pain, haven't I?" Ally asked.

Apocalypse gave a smirk, knowing he had the goth girl right where he wanted her.

"But you know the one thing that got me through all of that? It was my best friend."

Apocalypse gained a shocked look as Ally stood tall and balled her hands into fists.

"Jen never once gave up on me even when I gave up on myself. Her friendship means more to me than anything! And I am not going to let some prick like you take that away from me!"

"Unleash your power, Ally! Unleash your power!" Charles ordered to her as her eyes started glowing white.


Suddenly, Ally felt something shift within herself and she shouted out as her entire body let out a massive surge of energy and she gave out a bloodcurdling scream as the camera zoomed into her bod as her DNA began to spazz out before it totally shifted into something else. She could feel it too. She was becoming stronger, faster, more powerful.

Everyone looked on as Matter Girl gave out a massive push, sending a field of energy out, pushing Apocalypse off his feet as Ally slowly rose into the air as her entire body radiated pure energy and she shouted out, flying forwards at incredibly fast speeds as she gave a massive punch to Apocalypse, sending out two powerful beams of red energy from her hands, blasting out into Apocalypse as he shouted out in pain.

Ally smirked as she flew back and let out a massive surge of fire from her hands as Apocalypse shouted out as his armor completely shattered off his form. Even his mental form in Charles' mind completely shattered like glass.

Beast came to and looked to Cyclops before he broke him free from the wall. Magneto shouted out as he sent several metal shards stabbing into Apocalypse's body and keeping him in place. Cyclops removed his glasses and blasted Apocalypse with his optic beams, finally hitting him.

The familiar purple void started to form around Apocalypse.

"He's getting away," Beast lamented.

Just as the dome finished forming, however, a massive surge of lightning hit the top of the dome and Apocalypse looked to see Storm descend from above with a furious look on her face to prevent the dome from forming.

Apocalypse's skin started peeling off as Ally didn't let up her assault of energy blasts in the slightest as she shouted out in fury.

"All is revealed..."

Matter Girl gave a smirk as she let out one last massive burst of energy from her body, slowly peeling away Apocalypse's skin, followed by his muscle and bone as his entire body completely disintegrated in front of her before at last... En Sabbah Nur was no more and he faded into dust. Ally smirked in satisfaction as she lowered down to her feet and touched down before she looked down at her hands, panting heavily.

"Whoa," she said, feeling the new power still running through her body. "Now that was a total rush."

Everyone looked to her, impressed as Storm and Magneto touched down by Matter Girl as she smirked and flicked at the X symbol on her new belt, nodding.

Psylocke looked on as she pushed herself up off the ground and retreated as Storm and Magneto nodded to her as she left the scene.

Mystique looked on at Ally, proud as Ally smirked and felt at herself.

"The Professor," Beast said as Ally gave a big leap onto the building as he grabbed Scott and joined her to see Moira rapidly pressing at Charles' chest.

"Charles! Charles!" Moira lamented. "We've lost him. He's gone."

"No he's not," Jean said, walking forwards. "I can still feel him."

Jean knelt down and placed her hand on Charles' forehead, using her mental powers to bring his mind back with a deep breath.

Charles sighed as he slowly woke up and everyone gave a sigh of relief.

"Thank you, Jean. And thank you, Ally."

"Oh, stop," Ally said. "You're making me blush."

"Charles?" Moira asked. "Charles, do you know where you are?"

"I'm on a beach... in Cuba. With you."

"What beach?"

Charles stuck his mind out and pressed his hand to her head, restoring Moira's memories of when they first met.

"I'm sorry. I should never have taken those from you."

"Hold on!" Nightcrawler shouted, shooting up from the bed. "What did I miss?"

"Um, not much," Ally said, feeling at her muscles, her eyes still widening from her new strength. "Just about... absolutely everything."


"It seems only by the grace of God that the ominous destruction seen from one globe to the other has stopped," a news anchor said on his report.

"At a debriefing today, special CIA agent Moira MacTaggart revealed to an investigative committee..."

"The committee was further stunned to learn that fugitive Erik Lehnsherr was aided in defeating this powerful and unknown..."

"I think our prayers were answered," the President said with a satisfied smile.

"The powerful and destructive potential of mutants is sure to fuel new controversy and debate at a time when mutants were becoming accepted around the world.

Scott, Kurt, Jubilee and all of the students stood proudly as Erik and Jean slowly finished rebuilding Xavier's School for Gifted Mutants.

Peter (his leg in a cast) stood by on crutches as Ororo walked by him with a smile.

"Mystique told me he is your father," Ororo said to Peter as they looked up to Erik. "Are you going to tell him?"

"I might," Peter confirmed. "...One day. I think for now, I'm just gonna stick around here for awhile."

"Me too," Ororo chuckled. "Me too."


A few days later, Ally stood by the entrance to the Danger Room with a smile as she looked to Erik and Charles with a nod. She lifted her hand to see the energy form around it before she closed it as the energy dissipated.

"This is going to be quite a story to tell Jen."

"The world's already started rebuilding its arsenals," Charles said to Erik.

"It's human nature, Charles," Erik said as they both looked to see the new team of X-Men in the Danger Room as Ally nodded at the door as she crossed her arms.

"I still have hope," she said, feeling at her heart.

"Oh, yes," Erik chuckled to her. "'Hope.'"

"I was right about Raven," Charles said. "I was even right about you."

"What about the rest of the world? Doesn't it ever wake you up in the middle of the night? The feeling that one day, they'll come for you and your children?"

"It does, indeed."

"I'm a superhero, boys," Ally said with a nod. "It's kind of part of who I am."

"What do you do when you wake up to that?" Erik asked.

"I feel a great swell of pity for the poor soul that comes to my school looking for trouble."

"And I can sleep soundly knowing that as long as my friends are by my side, I don't have anything to fear."

Erik nodded proudly to both of them with a nod.

"You sure I can't convince you to stay?" Charles asked him.

"You're psychic, Charles," Erik chuckled as he walked off. "You can convince me to do anything."

"Goodbye for now, old friend," Charles said.

"Good luck, professor. And good luck to you too, Ally," Erik said as he entered the elevator and left the school.

"Forget everything you think you know," Mystique said as Ally walked into the Danger Room, pacing in front of the new team. "Whatever you learned in school, whatever your parents taught you... none of that matters! You're not kids anymore. You're not students. You're X-Men."

"All of us are," Ally nodded, flicking the X-symbol on her utility belt.

Mystique nodded to Beast as he fired up the control on the Danger Room and Quicksilver, Jean Grey, Cyclops (now sporting a cool metal visor instead of his glasses), Nightcrawler and Storm, all decked in cool new costumes, looked on as the Danger Room started forming a scenario as the purple Sentinels started walking outwards.

But before the battle began, a portal suddenly opened and out stepped Scarlett, holding the Map of Infinity in her hand and Jen as Jen looked out and Ally perked up.

"Ally!" Jen said as she ran forwards and tackled Ally as Ally chuckled and gave her best friend a spinning hug. "There you are."

"Yeah," Ally said, rubbing her the back of her neck. "Glad to see you. As you can see, I've been busy. Kind of joined a new team while I was here."

"So have I," Jen said, showing off her Avengers badge with a smirk. "I'm an Avenger now."

"And I'm one of the X-Men... and I kind of got a little upgrade to my power as well."

Ally then opened her hands as two powerful orbs of energy formed around them and Jen stepped back, shocked.

"Whoa," she said as Scarlett stepped forwards to Charles.

"Charles Xavier?" she asked as the Professor nodded. "I am Queen Scarlett of Cinnibar, aka the Scarlet Warrior. I'm with an interdimensional organization called the Protectors."

Charles and Mystique only nodded as she nodded.

"We detected Ally in this dimension and we knew something catastrophic was happening here. So we figured this would be a good test for Ally. And man, did she pass with flying colors... in more ways than one."

"As I knew she would," Mystique said. "She's a firecracker. I knew from the moment I saw her. She has greatness inside her just waiting to get out."

"We all know that for a fact," Scarlett said, feeling the new power emanating from Ally. "...And now she's awakened to something greater. It's time for her to go home."

"Yeah," Ally said. "I need to get back to my dimension. But don't worry. I'll be back to help whenever you need me."

"We know," Charles said to Ally. "The Protectors can send you here whenever you want after all."

"See you soon," Ally nodded as she, Scarlett and Jen walked back into the portal.

"We know, Ally," Mystique said. "We know."


Back in Earth-262, Ally sat beneath a scanner on a table as Alexia examined her entire body with a determined nod, analyzing the results.

"There's a ton of energy within you now," Alexia told the goth heroine. "You should be insane just like Kevin is right now. There's only one possible explanation for this. Tell me, Ally, are you feeling any different?"

"You mean aside from being totally freaked out of my mind?" Ally asked as she stood up from the table. "No. Perfectly fine."

"Is something wrong with Ally?" Jen asked.

"Oh, no," Alexia smiled. "She's perfectly fine."

Everyone gave a sigh of relief.

"She just evolved."

"HUH?!" Everyone asked.

"Evolved?" Ally asked, opening her hands as she created two blue sparking energy orbs in her hands. "You mean like Ben and Jen's Ultimate forms?"

"Exactly. Your battle with your new team against Apocalypse put you under much more stress than you're used to, especially when he placed you in that mind void. So in order to even stand a chance at surviving, your Osmosian body basically forced itself to evolve the same way Jen did when she first used her Master Spark form."

"Whoa," Jen said as Ben nodded proudly. "We're at the same power level now."

"Yeah," Ally said.

"Whereas most Osmosians each have their own unique ability, an Alpha Osmosian has access to several different abilities," Scarlett said. "There's only one other Alpha Osmosian in the known multiverse."

"Drake Flame," Ally said. "Yeah, I know."

"I'll give him a call later. Tell him to begin your training as an Alpha Osmosian soon," Scarlett said as she turned to Gwen. "But now, we still have one more issue to take care of before we go after Kevin.

"Right," Gwen said. "Becky."

"She's still in another universe," Ben nodded. "And we have no idea where she is."

"Trust me, we're doing our best to find her," Scarlett said. "But right now, she's on her own."


Yes. You read that right. Ally has now evolved into an Alpha Osmosian. Why did I do this? For two reasons. One, I figured it would eliminate the continuity error from Dark Phoenix by not having Jean use the Phoenix Force to destroy Apocalypse in this version. And two, it would set Ally apart from Kevin more and it would put her on a level playing field with her best friend since they are now equal in power.