In the news van, Bob is frantically pressing keys to reclaim the signal that was cut off, but sadly having no luck. “Crap…” he says putting his hand to his earpiece. “Sally, we just got cut off!” Suddenly, Bob hears the crashing sound of the windshield being smashed in, which compels him to exit through the backdoor and run off.

Meanwhile, on the front of the van, the reason of the damaged windshield is revealed to be Spider-man, who slowly sits back up and holding his back. “Okay, for the eighth millionth time…ow.” As he recovers, the Web-Head soon spots one of Otto’s tentacle talons coming his way, and quickly lunges to the side and out of the way, allowing the talons to plunge themselves into the hood of the van instead. Once on the ground, Spidey sees the van working running out of the fray, which tells the young Wall Crawler that there are innocent bystanders in the area. “Oh man…” Spider-man had no time to be aggravated, for he felt his spider-sense tingle as the tentacle pulls its way out of what was left of the van dart towards the Web-Head. Luckily, Spidey leaps out of the way just in time.

Back in the business room under construction, the cameraman keeps tapping his headset to see if he can regain contact with Bob. “Bob?! Bob! Come in!”

Sally, being the closet to the window, sees Bob outside and waving for them to leave. “He’s outside, Chuck! And with our job done, let’s do the same.”

Back in the battle, Otto is shown being busy using his tentacles to block attacks from Daredevil, along with Iron Fist and Shang Ti. At first, he fairs quite well against all three Avengers, but suddenly, Spider-man leaps in and fires three web bullets in Otto’s face, stunning him and leaving him open for an energy fist to the face by Iron Fist.

Later, the Wall Crawler lands next to Daredevil. “DD! I saw someone running out of here, their might be people here!”

“I know!” replies the Daredevil. “I heard three of them a mile away, and one of them may have helped us out a great deal. Either way, their leaving now, which means we have to keep the Ultimates away from them.”

Aside from being confused, Spidey gives the Man Without Fear a troubled expression. “Oh, well, that should be easy.” To his annoyance, Spidey feels his spider-sense tingle once more, which compels him to look up, and open express shock at what he sees. It was Johnny who zooms in and ready to throw another fireball. “Incoming!!!” exclaims the Web-Head and soon he, along with Daredevil, Iron Fist, Shang-Ti, and even Otto, all dash out of the way of Johnny’s blast, causing an explosion which makes the ground shake.

The Silver Sable, despite being bound, manages to have enough flexibility to roll away to avoid the blast, but still be sent flying a few feet. Upon a hard landing a short distance from the battle, Sable secretly pulls out a small knife from her glove, with the blade piercing through the webbing and begins to cut her way free.

Meanwhile, other Ultimates would soon find this blast to be an advantage in their favor. One of which is Black Mamba, who by this time was blocking punch and kick combos from both Nightcrawler and Dazzler. However, once the blast occurs, Black Mamba and her two X-Men attackers to momentarily lose their balance. Black Mamba, on the other hand, is the first to regain her composure and strikes back by giving Night crawler a left-handed jab to his face, while at the same time, gives Dazzler a stiff thrust kick to her mouth.

After the attack, Dazzler rolls backward and pops back up on her feet. With bloody lip and all, Dazzler holds her hands up and fires an energy blast, aiming for Black Mamba.

Sadly, the blast would be proven to be a flaw, as Black Mamba soon leans back, forcing Dazzler to hit Nightcrawler in the chest instead, sending him flying hitting his back on the side of a nearby building. After which, Black Mamba soon displays another ability to her advantage. She projects a small force field around her entire being which soon bend all nearby light, making her invisible.

Unfortunately, this is the least of Dazzler’s worries, for she is more concerned about Nightcrawler, who she accidentally shot at. “Kurt!” She was just on her way to check on her teammate, when suddenly she felt piercing, excruciating pain in her back that made her yelp and gasp for breath. Dazzler looks down, and to her shock, sees what looks like an energy made blade sticking out of her below her breast. Taking one last breath of air, she leans her head back as her body goes completely limb, as she breathes out all life from out of her body.

The source of the energy blade slowly begins to reveals itself as Black Mamba, who projects the energy blade from her right hand and stabbing it into Dazzler’s back. Black Mamba takes a look at Dazzler’s blank emotionless stare, thinking of it as an effective hit, and causing the female Ultimate to smile.

Nightcrawler, upon shaking the cobwebs out of his head, witnessed the downfall of his teammate in horror. “NEIN!!!!” he yells watching Dazzler’s limb body being held up by Black Mamba, then angrily pops back up on his feet and charges towards her.

Seeing him coming, Black Mamba picks Dazzler’s now lifeless body over her head and tosses it to the side, standing ready for Nightcrawler’s attack with energy blade still drawn. After she ducks the X-Man’s jumping thrust kick, she pops back up to be ready for Nightcrawler’s next advance, which turns to be a left round kick. After catching it with her left hand, she wraps her entire arm around his shin and ankle, and rams the energy blade in her right hand into the X-Man’s kneecap. Taking pleasure in how Nightcrawler cries in pain, Black Mamba later deactivates the blade, grabs his entire left leg with both hands, spins him around with unimaginable strength, and throws him several feet away from the battle and through the display windows of designer shop right down the street. With that particular fight now over, Black Mamba becomes invisible once more.

Meanwhile, as Logan ducks underneath a right hook from Gambit, it was only after he pops up and gives the Ultimate Cajun a hard left backhand fist to his head when he sees what just happened to his two teammates at the hands of Black Mamba. “No!”

However, unknown to Logan, Gambit is able to recover from this counter attack and roll forward. After stopping, the Cajun charges another of his cards, throws it, and hits Logan in his left knee. With the feral X-Man forced to kneel as he screams in pain, Gambit quickly gets back up on his feet, charges in, and gives Logan a hard spinning round kick to his face, forcing him on his back. Soon afterwards, Gambit walks over and stands over Logan’s head.

“Mon ami…” Gambit boasts as he pulls out a small hand sized rod, which upon having its switch pulled, extends two metal spikes on both ends, turning it into a spear. “You zhould have been more focuzed on your well being!” With those arrogant words, Gambit raises his spear overhead, and later stabs downward, aiming for Logan’s head.

Fortunately for the feral X-Man, Logan quickly moves his head to the right side, then finds enough strength and leverage to roll away from Gambit. By this time, the wound in Logan’s left knee has sealed itself in completely, and thus giving him the strength to stand up and get in a defensive, yet aggressive fighting stance. “In case ya already forgot, Cajun!” Logan barks with claws drawn and showing his already heeled knee. “I don’t have to worry about livelihood. But that lame ass stunt you just pulled did help me focus on tryin’ to end yours!”

Gambit does not appear shaken by this threat, as evident when he pulls out his spear. “You’ll try.”

With both opponents ready once more, Logan and Gambit charge towards one another, each determined to end this fight…to the death.

Meanwhile, Spidey, still reeling from Johnny’s attack, begins to stand back up, while also helping an equally disoriented Daredevil who was right beside him. “DD…you okay?”

With the Web-Head’s support, Daredevil successfully pulls himself back up to his feet. “I’ll live…” he replies to his young teammate, but soon hears something coming from behind. “Get down!”

The Man without Fear holds Spider-man’s head down as he ducks, and both narrowly avoid a jumping thrust kick from a recently free Silver Sable.

As she lands on her feet with grace, Sable yanks the webbing that was over her mouth and faces both Daredevil and Spider-man, squaring off and ready to fight.

Naturally, this leaves both Spidey and Daredevil in bewilderment, as the two Avengers looked at the Silver Sable and asked unison. “You again?!”

The only thing Sable could give the two heroes in response is a smug smirk as she stood ready for combat.

Elsewhere, as both Iron Fist and Shang Ti begin to recover, so does Otto, who lifts himself up in the air by using all four tentacles. The metal armed scientist later sees the two martial artists of the Avengers stand ready to attack, which causes him to let out an aggravated sigh. “All right boys…” says Otto as he mentally commands his two upper tentacles to come up over his head. “…impress me.”

Now challenged, both Iron Fist and Shang-Ti leap up to attack the now waiting Otto.

Seeing his targets in the air, Otto commands his upper tentacles to shoot towards the two Avengers. However, they are deflected as Iron Fist gives the left talons an energy charged left backhand, while Shang-Ti counterattacks the right talons with a round kick.

Otto, on the other hand, shows that he is just as ready to fight back. For though they were defected, Otto is able to command his to upper tentacles to swing around and dart their talons into the ground behind him, commanding them to hold him up. As he does this, the Ultimate commands his lower tentacles to shoot upward in an X formation. This action proves to be effective for Otto, for the right tentacle successfully balling up and hitting Iron Fist, with the left tentacle making its mark on Shang-Ti. Otto continues to push him upward, and in a back flip motion, darts the talons on his tentacles into the pavement and uses them to stand up right.

Still reeling from Otto’s attack, Iron Fist still compels himself to stand back up on his feet, charge both of his fist, and goes for another offensive against the metal armed scientist. However, just as Fist could even get to close to Otto, the Avenger is stopped when he feels a blunt force hit him in abdomen and force him backward. As he tries to recover, Fist later sees the source reveal itself to be Black Mamba, with two energy blades drawn and goes to stab him in the head. Luckily, Fist uses charged hands to catch the blade and save himself. After which, he gives Black Mamba a front kick to her abdomen to create distance between her and herself, and give him the chance move forward.

As for Shang-Ti, he soon spots Otto about to leave and help the Sliver Sable attack Daredevil and Spider-man. Acting quickly to save his teammates, Shang-Ti curls his legs into his chest and kicks up high in the air while pushing upward with his hands, getting back up on his feet fast enough to see Otto moving by using all four of his tentacles to walk for him. The Martial Artist then whips out his ball and chain once more, and delivers a successful strike one spot in the lower part of Otto’s right side, one in which that was not protected by both the upper and lower right tentacle.

Otto, coming to an abrupt halt and painfully holding his side, turns and sees Shang-Ti spinning his ball and chain and ready for another attack. “Friend…” Otto says angrily as he stops the talons of his two lower tentacles into the pavement, using them to stand in a menacing posture. “…you just made both the dumbest and the last mistake of your life!”

As battle rages on both sides, two more Avengers in the form of Northstar and Kitty, zoom into the scene and kneel down beside the fallen and motionless form of the Dazzler.

Horrified, Kitty gently sits up the Dazzler, catching a glimpse of her stomach wound and feels her fear increase as she feels her body completely limp. “Oh my god! Allison?” Kitty ask her teammate, but getting no response. “Allison, can you hear me?!”

Northstar could share in Kitty’s distress for her teammate, but from the corner of his eye, he sees something which reminds him that now is not the time for emotions. For what he sees is the battle between Iron Fist and Black Mamba, to which the female Ultimate puts a quick stop to Iron Fist’s energy attack by giving him a spinning heel kick. As she does so, however, this causes Fist to aimlessly fire the fist shaped energy blast from his hand over to the direction where Northstar and Kitty just stopped.

“Kitty!” Northstar exclaims in shock.

Alarmed, Kitty turns to see the blast coming at great speed, and soon grabs Northstar by his shoulder while still holding Dazzler close.

Finally, the blast comes their way, but thanks to Kitty’s phasing ability, it passes right through them and ends up hitting the base of a nearby lamp post, causing it to fall on the ground with sparks flying.

After the blast, Kitty looks up and from a distance, can see Nightcrawler holding his destroyed knee and writhing in pain. “Oh god! Kurt!”

After Kitty saves their lives, Northstar turns and grabs both young X-Girl’s shoulders to get her attention. “Ve’ll come back vor him, Cherie. But right now, ve need to get Dazzler inside the varehouse and over to Beazt.” Northstar then moves in slightly and scoops the still not moving Dazzler in his arms. “On my back, Kitty! Hurry!”

Quickly, Kitty moves behind the Canadian runner and wraps her arms around his neck. The last thing she sees is the sight of Spider-man ducking and passing underneath a left spinning heel kick from the Silver Sable. After which, Kitty feels Northstar zoom out of sight, taking her and Dazzler with him.

Meanwhile, Spider-man still remains busy on self-defense as he blocks Sable’s left handed jab. The Web-Head did not stop there, for he soon grabs Sable’s entire left arm with both hands, and gives her a hip toss.

Despite having a hard landing, Sable shows to still have enough flexibility in left leg uses it to kick Spidey in his face, forcing him backward. After which, Sable spins her legs out in a circular motion while turning her waist to the right, then uses her hands to upward and applying the force necessary to pop herself back up on her feet. Soon after, she spots and ducks underneath an incoming backfist-style escrima strike from Daredevil.

While still reeling backwards, Spider-man finally comes to a stop when he bumps his back against a nearby wall. Later, the Wall Crawler hops up and bounces off of the wall to give him the boost needed to jump into the into the air, with the Silver Sable still in his sights.

Sable, after giving Daredevil a defensive front kick to his chest, spots the Wall Crawler coming her way, and leans back in the nick of time to avoid a double drop from the teen Web-Slinger. After Spidey lands on his feet safely, Sable back flips away from the two Avengers and upon standing upright, she reaches her right hand over to a left sided pouch on her belt, and throws four silver, razor sharp shuriken stars at both Daredevil and Spider-man.

Quickly, Spidey ducks sideways to the right to avoid two of the stars. “Man, why are some of the hottest looking women in the world crazy and homicidal? Is it me?”

Before he could answer, Daredevil blocks two stars coming his way by striking them with his billy clubs. “One of the many drawbacks in this business, kid!” After utilizing a successful defense, the Man without Fear remains alert as he could hear Sable’s footsteps running straight towards him, then jumping up and bouncing off of a nearby wall. Soon, Daredevil’s instincts tell him to duck, and as he does so, he saves himself from Sable’s jumping rounding kick.

Despite missing, Sable lands safely and still has Daredevil in her sights. As such, she charges in and scores with a jumping side kick to Daredevil’s sternum. Hearing, Spider-man leaping in after her, Sable uses the momentum from her last attack to bounce off of the Man without Fear, and meets Spidey in the air, giving the Web-Head two jabs to his face. Now seeing that she has him stunned in mid-air, Sable winds her right leg in a windmill motion, and goes to bring him down to the ground hard with an axe kick.

Fortunately for Spider-man, his spider-sense is able to snap him back into reality, is soon able to put both arms up over his head to block Sable’s downward axe kick. While in the air, he pushes upward in an effort to get her away from him.

This proves to be a mistake on the Wall Crawler’s part, for now Sable has the force needed to flip backward in mid air, and give Spider-man a hard mule kick to his chest, sending him flying towards the window of the building behind him.

However, Spidey manages to stop himself by shooting two web-lines from both hands, and successfully sticks the bottom of both of the Silver Sable’s feet. He soon yanks hard and pulls the Ultimate mercenary towards him. As does this, the Web-Head flips forward in mid-air, and once Sable comes underneath him, he plants both of his feet in her abdomen, and drives her back to the ground, back first. The Web-Head then hops off of her runs over to check on Daredevil who holds his chest. “DD!” exclaims the worried teen to his teacher.

Daredevil only stands up straight and turns to Spider-man. “I’m all right, Pete.” he tells him, but soon heres rustling sound coming from where Sable was laying. “And unfortunately, so is Sable.”

Spider-man could hardly believe his ears. He wasn’t that surprised when he turned to see Sable rolling on her side and standing back up on her feet first holding her abdomen, then back. By now, the Web-Head had long deduced that she was tougher then he had expected. But what really shocked him was proved evident when he looks at Daredevil and asks him this. “Wait, Matt, You know her?!”

“Trained together. ”Daredevil answers, still staring at the silver assassin. “And if Stick knew the fact that you were using his techniques for petty merc hits, he’d walk all over you!”

Sable chuckles as she shakes her head. “Vell, zat old fool isn’t around to support zat zheroy, iz he?”

Daredevil did show anger on how he just heard Sable spoke of their teacher. At this point, he felt she had no right to even metion his name with how she chose to use his teachings. Still, the Man without Fear remains calm and collected, knowing that she merely was trying to play mind games to get him to lose his focus at the task at hand. Keeping a clean head was one of the most important lessons he learned under the great man he knew as Stick, and one he was trying to teach to the young Spider-man.

Meanwhile, Sable scrapes the webbing off of her boots as if they were something she stopped on while walking the street. “You owe me a new pair of bootz, you little maggot!”

Spidey only looks at Sable in a sarcastic expression. “Hey, put it on my tab. And while your add, try to remember that I’m based off of an arachnid.”

“At any rate…” said Daredevil, putting his hand up to regain both Spidey and Sable’s attention. “Whose pay you Sable? Trask? Stark?”

Sable smiles halfway. “A difficult queztion to anzwer. Vell, Trask is paying myself, along with my partners Otto and Vulture for our zervicez. But he zerves only az a bonuz.”

Suddenly, that name seemed to both alarm and remind the Web-Head. “…Trask?” It was familiar to him, but he could not fully grasp it. Nonetheless, he shook it off to regain focus on the subject at hand. “So, if this Trask guy is just your bonus, then your working for someone else?”

“And if so, who?” asks Daredevil, just as curious.

“Vounldn’t you like to know.” With that deviant reply, Sable squares off and charges towards the two Avengers once more, this time, being more determined to win.

Back inside the warehouse, Kitty and Northstar soon suffer an emotional blow more painful then any punch or kick. The fact that despite getting Dazzler to both Beast and Reyes at great speed…they were too late to save her, as Reyes shakes her head and closes her eyes….forever.

Kitty is seen sobbing over the loss of her fellow X-Man, and crying on Northstar’s shoulder.

The sight of seeing soldiers losing friends was all to familiar in the one remaining eye of Fury. “Damn it, Doc, how much longer?”

At this point, Dr. Strange has shown improvement in his condition. He has since regained enough strength to sit up, and shows to be lightly glowing. “Almost there…just eight more minutes.”

As much as he wanted to stay, he gently backs away. “Vell, just keep trying, Doctor. I’m going to get Nightcrawler, and hopefully get to him in time.”

Kitty hears this and grabs Northstar by his arm, stopping him. “Not without me!”

“Kitty…!” Nightstar tells the young girl, in a pleading tone wanting her to stay.

Nonetheless, Kitty wipes the tears from her eyes and glares at Northstar. “I’m just much a part of this as you or anyone else here, Jean-Paul! Now lets get Kurt!”

With a sigh, Northstar gives Kitty a nod. “All vight. But zis time, ve’re bringing a medic to have a better chanze at zaving him!”

Reyes nods in agreement, and turns to Beast. “Go with them, Hank. I can handle things here.”

“Very well…” Beast replies as he quickly takes a first aid kit with him. Before long, he wraps his arms cross-hands over his chest, but gently as though not too inadvertently choke him.

After scooping Kitty in his arms, Northstar runs out of sight with his two teammates, making a small gust of wind as he leaves.

After which, Reyes decides to check on a certain heroine. “All right, Mrs. Storm, how are you…?” Suddenly, the doctor eyes go wide open as she sees that Sue is nowhere to be found. She reaches her arm out, hoping to feel her, but gets nothing but air. “Sue? Sue?! Oh crap!” Quickly, she turns to Nick Fury! “Sir, Sue is gone!”

“What?! Aw damn it!” Nick exclaimed. “Were putting enough of our own at risk here!”

Nick’s angry yelling was heard through all in the warehouse, including that of an unconscious Wasp…who slowly but surely begins to stir.