Triskelion, S.H.I.E.L.D. New York Headquarters, New York

As the S.H.I.E.L.D. gunship touched down on the airfield at the Triskelion, Nick Fury stormed out, heading inside, ignoring the guards as they automatically saluted him. He wasn't in the mood.

Someone had just let Cain Marko out of his cell, and the Juggernaut had promptly started his rampage, heading across the country, leaving only destruction in his wake. The trace program he had ordered installed had led him right back to who had given the order.

Fury was ashamed for not suspecting, earlier.

As Fury stormed into the third level of the Triskelion, he signalled for two Military Police to follow him; the M.P.s promptly complied, following him into Dr. Trask's office.

Trask was in his office as Fury walked in, quickly looking up from his computer, rising to greet him. "G-General Fury, sir!" Trask stammered. "I...t-to what do I owe this honor..?"

Fury didn't let him finish; gritting his teeth, he pulled back and punched the smug little bastard square across the jaw, knocking him over his desk. "Here's our leak, boys!!" Fury thundered. "PLUG HIM UP!!!"

Instantly, the M.P.s seized Trask. "Dr. Bolivar Trask, you are under arrest for high treason..."

"Treason?!" Trask shouted. "You're the traitor, Fury!! You're actually going to allow these freaks to survive?! They'll replace us in several generations if someone doesn't do something!!"

Snarling, Fury walked over, grabbed Trask by the collar, and pulled him in, glaring him right in the eyes. "Listen, you smarmy little bastard, I've been serving this country since before you were even an itch in your daddy's pants, and I will not allow anyone – and I mean anyone – to commit genocide in the name of my country; not on my watch!!"

Fury then gestured to Trask's computer, and one M.P. moved to it, while the other kept an eye on Trask. After a few minutes of poring over files, the M.P. nodded grimly. "You were right, sir. Trask's been feeding data regarding the Sentinel Project to an unauthorized source; not only that, but he's been diverting S.H.I.E.L.D. funds to this same source."

Fury snarled; the little bastard had been using their funding to supply those F.O.H. Nazis. "Can you trace the source?"

"Negative, sir; they're too well-encrypted." the M.P. said. "But I can reverse the transactions."

"Do it." Fury ordered. At once, the M.P. went to work; in seconds, every financial transaction Trask had done on their behalf had been reversed. The F.O.H. was officially bankrupt, or damn near close to it. Fury then turned back to Trask. "All right, Trask, you have a choice; you can tell us everything you know, and, if you're very, very lucky, you'll get a life sentence...or I can march you in front of a firing squad right now, and have you shot..."

"General, we have a situation!!"

Fury scowled as a lieutenant rushed up to him, promptly saluting. "Dammit, son, this better be good..!" he warned.

"Sir, our satellites are tracking an unidentified object heading towards Earth!" the lieutenant cried. "It appears to be identical in size, configuration and velocity to the object which impacted the moon, several months ago!"

That got Nick's attention. "Where's it headed?"

"It's heading towards a small island that jus appeared on our sensors, sir." the lieutenant answered. "We noticed a large group of Sentinels heading there, a few minutes ago."

Fury turned to Trask. "Well, Trask?!" he snarled. "If you want to have a chance of living to see a trial, you'd better start talking!!"

Trask scowled. "That island is infested with mutants; we had decided it was the perfect place for a first-strike...until that flying freak and his cohorts destroyed them!"

Fury frowned. That thing – sent by that "Brainiac" robot – was after the kid. "Activate our weapons satellites!" Fury ordered. "Blast that thing out of the sky!!"

"It's too late, sir!" another aide cried. "It's moving too fast! It's already re-entering the atmosphere!"

"Scramble our fighters! Get them to head to that island!" Fury ordered. "I want that thing taken out!" As the operatives in the Triskelion scrambled to obey his orders, and as the M.P.s led Trask away, Nick couldn't help but feel uneasy...


Superman's eyes went wide as he saw the Trans-Warp pod at the very edges of Earth's atmosphere, starting re-entry. Mark had once told him and the X-Men about the Mark VI; where Brainiac had deemed Mark a 'failure'...he had deemed the Mark VI a 'success.'

And now that bloodthirsty mech was here.

"Superman?" Hawkgirl asked.

"What's wrong?" Green Lantern added.

Quickly, Superman switched off his belt-computer, before turning to his comrades. "We've got trouble." he said. "The Mark VI is here."

"The what??" Green Lantern asked.

Doom and Magneto had overheard that statement. "What is this...'Mark VI'?"

"The Brainiac Emulator Unit, Mark VI." Superman replied. "Brainiac was once an AI in the service of Krypton, until he betrayed Krypton to its demise, uploading himself away from the planet. Somehow, he learned that I survived Krypton's destruction, and is gunning for me; the Mark VI is his latest creation, designed to finish what he started."

Hawkgirl looked horrified. "Why?"

"I don't know." Superman answered. "For all I know, it could be just because Brainiac has a faulty program in his source code; what matters is that we have to neutralize the Mark VI before it lands and starts doing what Brainiac programmed it to do – who knows what it could do to Earth in order to get to me?" With that, Superman took to the sky, followed by Green Lantern and Hawkgirl, flying towards the re-entering warp-pod.

Within seconds, they were closing on the pod, glowing red from air-friction. Superman's eyes narrowed, glowing red, as he fired his eye-rays...which impacted on the pod's shields; they were only relatively low-powered – the pod didn't have much room for much else. Superman increased the power of his eye-rays, and fired again, joined by Green-Lantern as he fired his ring-beam. The combined attacks shattered the pod's shields, exposing its hull, as Hawkgirl flew at it, and smashed its engines with her mace. The pod spun helplessly out of control, into an uncontrolled re-entry...

...and then, the pod exploded outwards, revealing a tall, lean, spindly silver nano-assembled mechanoid, with clawed hands, and sinister red eyes, with no facial features at all.

The Mark VI. It had bailed out.

Quickly, Superman dove after the falling Mark VI, firing his eye-rays; the Mark VI let out a metallic screech as the heat-beam seared off its arm...before it quickly generated a new one. Green Lantern fired an energy-beam, but the monstrous mechanoid separated itself into numerous silver globs, evading the attack, before pulling itself together.

By then, the Mark VI was getting close to the ocean; if it didn't pull up, it would smash into the water. Hawkgirl dove at it, trying to smash it with her mace, but the Mark VI morphed itself into a dagger-shape, decreasing its air-resistance and plummeting towards the water even faster. Superman could hear it let out a metallic chuckle...before it hit the water, sinking far below the surface, out of sight.

It was gone.

With the task seemingly done, Superman, Green Lantern, and Hawkgirl touched down at the shoreline. "Well, that takes care of that." Hawkgirl said.

"I don't understand it." Superman thought aloud. "The Mark VI was designed to destroy me...but it didn't even way it's that simple. Brainiac was psychotic, but he wasn't stupid."

"Well, what could it have done?" Green Lantern asked. "It didn't look tough enough to take any of us on."

"Not on its own." Superman agreed. "The Mark VI was designed to land on Earth – preferably without anyone detecting it – and then assimilate"

And then it hit him.

The Mark VI had been aiming for the water...where fifty Sentinels lay...

"It was going for the Sentinels!!" Superman exclaimed.

Hawkgirl and Green Lantern both froze. "But...with that many Sentinels..!" Hawkgirl cried.

"We have to evacuate the settlement!" Superman exclaimed. With that, the three of them flew to the settlement, where the crowd still lingered. "All of you, get to safety! Get as far from here as you possibly can!" Superman instructed. "You aren't safe, here!"

"What's going on?!" Magneto demanded. "I saw that...thing fall..."

"It was aiming for the ocean, Magneto." Green Lantern said. "It's going to assimilate the Sentinels we smashed up."

"Hurry!" Superman urged the crowd. "You have to get out of here!!"

Just then, the water where the Mark VI had fallen began to a titanic mechanical humanoid, over 200 feet tall, composed of countless Sentinel components, connected by silvery metal, rose out of the sea. Slowly, the mechanoid rose up, as it continued to form, its arms and legs taking shape, as a pattern began to appear on its forehead.

The pattern of a three-circle sigil, connected to form a triangular pattern.

"MARK VI BATTLE-PROGRAM ONLINE." the monstrosity boomed. "COMMENCING BIO-SCAN." The Mark VI's eyes scanned the horizon...stopping as they fell on Superman. "LIFE-FORM KAL-EL LOCATED. TERMINATE WITH EXTREME PREJUDICE."

At the sight of that monstrosity, the crowd ran away, screaming in terror. Angered, Magneto raised his hand towards the transformed Mark VI; almost instantly, the metal armor of the monstrosity began to shake...

"ELECTROMAGNETIC INTERFERENCE DETECTED; ACTIVATING SHIELD." At that booming declaration, a semi-transparent energy dome raised around the Mark VI, as the shaking of its armor stopped.

Magneto kept trying to use his powers, but to no avail. "I...I can't reach it through that barrier!" he muttered.

"A defensive force-field." Doom mused. "But to create such a field would require considerable power..."

"The Mark VI's original form utilized a self-perpetuating power-generator." Superman said. "It enabled the Mark VI to run indefinitely, although it couldn't fully engage its battle-systems without burning out." That was why Android could only engage battle-mode for a short time. "But after integrating with the Sentinels and absorbing their power-cores, the Mark VI's generator gained a lot more power to work with. It can run all day, if it needs to."

As if to emphasize the point, the Mark VI aimed its hand at them, one of its fingertips opening into a cannon, firing a powerful laser-beam at them; Superman, Green Lantern, and Hawkgirl darted aside, while Doom raised a spell-barrier...which nearly buckled under the Mark VI's shot. "It would appear that we have overstayed our welcome." Doom said. "We must withdraw, Lensherr."

Magneto glared at Doom. "I will not abandon my people..!"

"This is not a debate, Lensherr. If Kal-El and his compatriots fail, we must develop a strategy to counter this 'Mark VI.'" Doom said. With that, before Magneto could protest, Doom engulfed them both in green haze, 'porting them both away.

"And we're stuck holding the bag." Green Lantern muttered.

Superman smiled wryly. "I guess it comes with the job." he quipped. His eyes narrowed. "Now, let's take this thing down!" With that, the three of them took to the air.

As they circled the Mark VI, Superman opened fire with his eye-rays...which impacted against the Mark VI's shield. Green Lantern fired his ring-beam; likewise, no effect – the self-perpetuation of the mechanoid's power-core, plus the influx of power from the Sentinels, ensured that any energy depleted was quickly replenished.

The Mark VI swiped at them with its massive fist, but they easily evaded the attack; the Mark VI's size made it too clumsy to be accurate at this range. Taking advantage of the failed attack, Superman unleashed a burst of his frost-breath; as he'd expected, a good portion of the ice-blast filtered through the shielding, coating its hull in ice...until the mech re-routed power, heating up its hull, melting the ice. The Mark VI then started to take aim with its finger-lasers, but Green Lantern quickly raised a barrier, repelling the blast. "I don't know if I can keep this up..!" he exclaimed.

Before Superman could respond, the sound of jet-engines cut the air, as a squadron of jet-fighters, bearing the S.H.I.E.L.D. insignia, flew towards the Mark VI. The jets opened fire with their missiles, before breaking away to open space...but the missiles impacted against the Mark VI's shield harmlessly. The Mark VI then turned to the fleeing jets...and then Superman heard a high-frequency transmission fill the airwaves, coming from the Mark VI.

Instantly, the jets lost all power, as they started to dip towards the ocean, their engines dead, as the pilots pounded on the canopies of the fighter-craft...

"The Mark VI has hacked their systems; they've lost all power!" Superman exclaimed. "We have to get them out of there!" Quickly, he flew towards the dying fighters, followed by Green Lantern and Hawkgirl; taking careful aim, Superman fired his eye-rays, blasting off the canopies of all the fighters, before darting in and lifting two pilots out of their aircraft. To his right, Hawkgirl did the same, while Green Lantern scooped up the rest of them in a force-field bubble. The three of them flew away from the doomed fighters, depositing the S.H.I.E.L.D. pilots on the shoreline, as their aircraft crashed into the blue. "Stay here." Superman instructed. "Leave this to us." With that, Superman, Green Lantern, and Hawkgirl took to the air once more.

While the three of them had been busy, the Mark VI had turned in the direction the fighters had come Superman heard the transmission go out, again, for a longer period of time; his eyes widened in realization. "The Mark VI is trying to hack every single computer system on the planet!" he exclaimed. "It's trying to cripple communications all over Earth!"

"How do we stop it?" Hawkgirl asked.

Superman listened carefully. " sounds like the Mark VI is having trouble; it needs more power to broadcast all over the planet." he said. "But if it gets more..."

"Total blackout." Green Lantern said. "No country will be able to mount a counterattack."

"It's worse than that." Superman said. "The Mark VI is placing priority on cracking military firewalls; weapons satellites, missile guidance programs...nuclear launch codes..."

Green Lantern's eyes widened. "My God...if it gets hold of those..."

Suddenly, the Mark VI started to power up its boot-jets; slowly, it started to hover into the air, before taking off, heading west at a steady clip.

"It's going for more power." Superman said. "It's already started to hack S.H.I.E.L.D., so it decided to start with North America." His eyes narrowed. "We have to stop it!" With that, he flew at the fleeing Mark VI, followed by Green Lantern and Hawkgirl; Superman fired his eye-rays as Green Lantern fired his ring-beams, while Hawkgirl tried to smash through the Mark VI's shield with her mace...but it was no use.

The three of them weren't enough...

Quickly, Superman flipped open his belt-computer, activating its communicator function; hopefully, some of the others could help...

Roswell, New Mexico, a few minutes earlier

Alarms blared through the Roswell outpost, as F.O.H. personnel rushed through the corridors, grabbing whatever they could and then fleeing towards the nearest evacuation point. As he rushed through the corridors, flanked by a group of soldiers, Graydon Creed snarled to himself. He still couldn't believe it; how could things have gotten so out-of-hand?!

As he passed by a laboratory, Graydon stopped; this lab handled some of the data they had gleamed from the Roswell Object..."Retrieve whatever data you can from here!" he ordered. "We still have time!" At once, the dozen soldiers darted inside, and began downloading from the computer terminals inside, as Graydon kept back...

...and then, on one computer screen, Graydon spied a flash of blue from a security camera. He checked again...

It was her. There was no mistaking it.

Snarling, Graydon checked the map of the facility, trying to discern where she was going...and then, he spotted the group of freaks heading away from Sector Zero...with a green-skinned creature...

'So, that's what was in the Roswell Object...' Graydon thought. To the soldiers, as they finished the download, he ordered, "Head to the west access to Sector Zero, and call in reinforcements; I don't want those freaks to escape!" The soldiers promptly nodded, as they followed him towards Sector Zero.

Perhaps the day wasn't completely lost.

As they fled from Sector Zero with the Professor, Wolverine, and their new Martian friend, Cyclops and his team ran past countless fleeing F.O.H. operatives – countless "Friends of Humanity," they knew, now. Fortunately, most of them were too busy fleeing in terror to notice them; very few had bothered to try and stop them.

'Fine by me.' Cyclops thought to himself. "We should be getting close to the exit, now." he said.

"It's about time." Aquaman quipped.

Jean nodded in agreement...and then, her eyes widened in horror. "SCOTT!!!"

Cyclops turned, in time to see the half-dozen soldiers approach from around the nearby corner; they had just seen him, as well...and opened fire. Their bullets lanced towards him...

...and then, Cyclops felt a hand grasp his shoulder, before his entire body became semi-transparent vapor, as the bullets passed through harmlessly.

As his body became solid, with no apparent side-effects, Cyclops turned to J'onn. "Did you..?" he began. J'onn simply smiled. Cyclops smiled back. "Thanks."

As the soldiers started to reload, Jean's eyes narrowed, as her flaming aura returned. With an almost harpy-like screech of sheer fury, she sent pulses of psychic fire at the soldiers, engulfing them in flame. J'onn automatically flinched as the fire-blasts passed by, while the soldiers screamed as their uniforms ignited. As the singed soldiers fell back, Wolverine and Aquaman charged at the soldiers behind them. Snarling, his claws bared, Wolverine sliced apart one soldier's assault rifle, before sending him flying with a clawed uppercut, leaving him bloodied and unconscious, before grabbing another, and slamming him with a savage headbutt, his adamantium-infused skull easily knocking the soldier senseless.

As one soldier swung his rifle at him, Aquaman ducked under the attack, before slamming the soldier with a punch, following with a back-kick, and then grabbing him and tossing him aside like a sack of potatoes. As a second soldier came at him, Aquaman stunned him with a flip-kick, and sent him flying with a haymaker.

While Wolverine and Aquaman were distracted, Cyclops turned to see another half-dozen soldiers, armed with riot-shields, closing from behind them. He promptly unleashed his optic-blasts, driving them back, while Jean raised a wall of telekinetic flame, repelling their bullets easily. As the soldiers tried to reload, Spyke launched a barrage of bone-spears, while Toad unloaded a rain of slime-globs; the slime impacted the shields, blinding the soldiers, preventing them from seeing the incoming spears, which knocked them back. As another wave of armed men surged towards them from the rear, Blob charged towards them, roaring as he blocked their charge with his massive girth, giving Jean time to unleash a massive TK-pulse that knocked all the soldiers back considerably, holding them at bay, as even more started to pile in...

Jean lightly winced. "They're getting a bit heavy..."

"You can do it, Jean!" Cyclops called. He then spied a wall-switch further back, a few meters behind where the soldiers were massed; a switch for the massive security doors that were spaced throughout the complex. "If we can just push them back enough, we can hit that switch and close the security doors!"

"Okay," Jean said, "but we're going to need everyone's help on this, and if someone rushes us from the other direction..!"


A massive roar cut the air, interrupting them, as a huge grizzly bear burst in from a side-corridor, plowing into the soldiers, driving them back, sending several flying with each swipe of its massive paws...until the switch was within range. As the soldiers started to regroup, the bear started to morph...revealing Mystique. "Go!!!" she shouted. "Pryde; short that switch out!! Get out of here!!!"

Shadowcat looked stricken. "But...what about you?"

"DO IT!!!"

Beast looked on helplessly, with Professor Xavier over his shoulder. "We do not seem to have much choice..."

"Are ya nuts?!" Rogue cried. She turned to Mystique, her eyes sad. "Mystique, what are ya doing?"

"Saving my daughter's life!!"

Rogue suppressed a tear. "There...there's gotta be another way..."

"GO!!!" Mystique screamed, as she resumed her bear-morph, driving back the soldiers' charge...but she was losing ground, little by little...

The Professor looked at Mystique sadly. "Raven...thank you..."

"No." Rogue said. "Mystique...Mama...don't."

Cyclops looked at Mystique grimly. "Shadowcat..." he said softly, " heard the lady." At that, Shadowcat looked stricken, as she walked towards the switch...and phased her hand through it.

"NO!!!" Rogue cried, as she ran towards Mystique – her mother – as the massive steel doors slammed shut. "No..." Rogue sniffled, as she crumpled next to the door, behind which was her mother, who, despite everything, had sacrificed her life for theirs...

"We have to go!" Cyclops declared, now that their path was clear. "We don't have much time!"

With that, they all hurried away from that corridor, towards the exit...except Rogue who lingered at the door. Sensing Rogue's anguish, J'onn turned and doubled back, before easily picking up the protesting Rogue and lifting her under his arm, and then sprinting away at an impressive pace, not impeded by her extra weight at all.

"Put meh down!!" Rogue screamed. "We can't leave her there!! We have ta help her!!!"

Once they had caught up with the others, J'onn put her down, before placing his hands on her shoulders, looking her in the eye. "If you stay, your mother's sacrifice would be for nothing." he said. "What you must do is escape; that is what she wanted."

Rogue tried to suppress her tears. "But...but Ah can't just..."

"You will not abandon her." J'onn said firmly, as he turned back. "Now go."

Rogue blinked. "What..?"

"No parent should lose their child," J'onn said softly, "and no child should lose their parent." With that, he floated a few inches off the ground, and flew back towards Mystique. Rogue could only watch...and then run after her friends.

Like her mother had wanted her to.

As the steel door closed behind her, Mystique, in her bear-form, had fought the soldiers with everything she had, buying precious time for her daughter to escape, ignoring the pain of both bullets and knife-wounds, until she was certain that Rogue and her friends were heading towards safety.

And that realization came not a moment too soon; she was exhausted. Slowly, Mystique sagged, resuming her normal form, her blue skin dotted with splotches of red from her injuries, as blood trickled from her mouth. Her wounds were quite severe; if the soldiers didn't shoot her, right now, she would likely die, very soon...

"Well, this is turning into a good day, after all..."

Mystique slowly closed her eyes; she knew that voice.

A smirking Graydon Creed walked to the front of the crowd. "Easy, boys; this mutie bitch is mine."

Mystique found her voice. "Graydon...I'm sorry..."

Graydon snarled, as he raised his gun. "What was that, mutie?!"

Mystique managed to look her son in the eyes. "For...for what I did to you..." she gasped, "...I am truly sorry..."

At that, Graydon paused, surprised by Mystique's words – his mother's words...and then his face twisted in hate, as he took aim. "Not yet, you're not, you worthless mutie BITCH!!" he spat. Slowly, his finger tightened on the trigger...


That bone-chilling alien roar froze Graydon and his men to the spot, as a seven-foot-tall, powerfully built, fin-headed, green-skinned creature walked through the door, as if it was not even there. The creature roared again, its pure red eyes narrowing balefully, its deadly teeth flashing.

"IT'S THE ALIEN!!!!" one soldier screamed in utter horror. "THE MUTIES LET IT OUT!!!"

"Shoot it, you idiots!" Graydon barked. "Shoot it!!"

The creature growled, as its eyes started to glow an unearthly white...

The soldiers began to aim their weapons at the alien, as they looked into its eyes...and started to scream. They screamed in mortal terror, dropping their weapons, clutching their heads...

"Idiots!!" Graydon snarled, as he took aim. "It's just another God-damn fre..." but he stopped in mid-curse.

The alien was looking at him.

It was LOOKING at him!!!

Graydon could feel it; its unearthly thoughts, its unnatural mind scrabbling at his own, tearing at his thoughts, eating his brain alive..!!!

Graydon screamed in sheer horror, firing wildly at the creature, but its body morphed and shifted, twisting and bending away from every shot, as if Graydon were firing a water-pistol at a creature made of oil. The creature roared again, its eyes glowing brighter, and Graydon could feel its rage as it came at his mind again..!!

Graydon screamed, and ran after his men, dropping his revolver, leaving his mutie bitch of a mother to the alien.

Mystique had been absently watching the creature frighten away her son, too injured to really be interested...until the creature turned its crimson gaze to her. Mystique closed her eyes, accepting her fate...

'Your fate is not to die here, Raven Darkholme; your daughter still needs you.'

Mystique's eyes widened in surprise at that powerful mental voice; she looked up, in time to see the fearsome alien monster start to morph, losings its fangs and fearsome nature, becoming more human-like in appearance, until it became the green-skinned being that she had seen assisting her daughter and her friends. "Who...are you..?" Mystique gasped.

"A parent, like you." the being answered, lifting her into his arms. "Your injuries are severe; do not try to move." With that, he turned towards the security door, as he and Mystique, in his arms, turned semi-transparent, before he walked right through the door, taking her with him, and then flying after Rogue and her friends. Mystique could only watch, as her vision began to get blurry...

After J'onn had gone back to get Mystique, the rest of the rescue-team had kept going, racing towards the escape point. As they neared the exit, a large squad of soldiers moved to intercept them...but were sent flying by the combined force of repulsor-rays, flame-blasts, eye-rays, and double-thunderbolts, as the Sentinel demolition team, minus Superman, Green Lantern, and Hawkgirl, charged in from a corridor to the side. "We figured you could use a little backup!" Captain America exclaimed.

Wolverine laughed. "Well, I didn't think they'd be dumb enough to come get me, but I should've known that you would be, Steve!"

Cap chuckled. "'Never leave a man behind,' remember, Jim?" he said. "I didn't think you'd be careless enough to get stuck in a situation like this!"

"I'm old. Sue me."

"Can you two catch up later, Cap? We need to get out of here!" Iron Man exclaimed, as he fired a repulsor-ray down the corridor behind them, driving back a handful of soldiers.

"Tin Grin's right." the Thing agreed. "I'd say it's time for us to vamoose."

Cyclops looked down the corridor that led into the vehicle bay they had planned to escape from...which was starting to flood with soldiers. "That might be easier said than done."

Power Girl nodded grimly...and then smiled. "Ben?" she asked. "I know you and Kal played a round of bowling, a few minutes ago...but how about a quick game of soccer?"

Ben blinked...and then grinned. "Why not?" he chuckled, before he crouched down, rolling himself into a ball-shape. Power Girl darted behind him, and gave him a solid boot, sending him rolling down the corridor, knocking over every soldier unlucky enough to be in his way, clearing their path all the way into the vehicle bay, as the entire group dashed after Ben. As two soldiers started to recover, Cap pulled his arm back and threw his shield; the shield arced towards one, knocking him unconscious, before bouncing off the wall, then ricocheting again to take out the other one, and then flying back to Cap's waiting hand.

By then, they had emerged into the vehicle bay, meeting up with a somewhat-dizzy Ben Grimm. "Jeez laweez, that's one heck of a soccer-kick you got there, kiddo." Ben said, before shaking off his dizziness.

The Human Torch chuckled. "Ben Grimm out-muscled by a girl?"

"Looks like it." Ben quipped back. "Guess I know how you always feel, Matchstick."


"Can you two clowns save the jokes for later?" Wolverine muttered, popping out his claws. "We've got company."

Cyclops looked towards the end of the vehicle bay, as numerous high-tech-looking tanks rolled towards them, blocking their path to the open bay doors, while dozens of soldiers started to swarm into the bay.

"Hank, Thor!" Cap ordered. "Take 'em out!"

"On it!" Giant Man replied, before he grew to titanic size, stomping towards the tanks.

"The villainous pawns of Ufgard shall advance no further!!" Thor boomed, as he pulled his hammer back, and slammed it on the ground, sending a wave of lightning surging through the floor, knocking countless soldiers to the ground...but more kept coming...

As the tanks tried to elevate their cannons to target him, Giant Man stomped on one tank, before kicking another like an empty soda can, sending it flying. As he turned, he saw one tank start to get a fix on him...

...and then a golden lasso looped around its cannon, as Wonder Woman flew in, before pulling on her lasso, and whirling the tank around, and then flicking her lasso, releasing the loop, letting the tank fly into several others, turning them all into scrap. As several soldiers opened fire on her, Wonder Woman raised her arms, deflecting their shots with her armlets, the bullets bouncing harmlessly away...while another tank started to get a lock on her...

Suddenly, a whirring noise cut the air, as two explosive Batarangs whirled towards the tank, striking its cannon and exploding, collapsing the cannon-shaft...before the cannon fired, and blew out completely. Seconds later, a shadow darted from behind another tank, throwing a bola at the soldiers; the bola whirled around them, knocking them to their feet, as Batman took aim at another tank, and threw a handful of tiny capsules at it; the capsules clinked as they hit the ground, skidding under the tank...and then exploded, coating it in endo-thermic chemicals, freezing it solid. Batman then turned to see a soldier coming at him...and then Wonder Woman's lasso looped around him, as the Amazon princess yanked the unsuspecting soldier off his feet towards her, before sending him flying with a punch.

By then, even more soldiers were starting to flood the bay from stairwells to the sides of the bay...but then several silenced shots struck the joints of one stairwell, collapsing it and sending its occupants sprawling, as Black Widow provided a bit of long-range sniper-support from outside the bay.

Raising her hand to the other stairwell, Scarlet Witch gestured, causing the stairwell to spontaneously corrode; in seconds, it simply fell apart. Calming, Wanda scanned the bay for additional targets...oblivious to the soldier taking aim at her from behind...



Wanda heard the gunshot seconds after Toad had leapt towards her; she felt him shield her back...and then fall away with a sickening thud. "Todd!!" Wanda screamed, rushing to his side, her face paling as she saw blood leaking from his armor. Turning to the attacker, her eyes narrowed in fury as she made his gun backfire, exploding in his hands, making him fall to the ground screaming. Turning back to Toad – Todd – her expression became terrified. "Todd?"

"Ow, ow, ow..." Toad whimpered, clutching his shoulder.

Wanda managed a weak smile. "You stupid little wart..." she murmured. "Are you okay?"

Todd smiled back. "Huh?" he said softly. "Oh, sure, Wanda; I'm fine. Are you okay?" At that, Wanda could only smile...

As several soldiers closed on them, they were instantly hit by high-powered silenced rounds in the shoulders, disabling them, as an invisible force-field surrounded Wanda and Todd, before Sue became visible, again. "Captain!!" she cried out.

At once, Captain America darted over, promptly followed by Blob, who had seen his friend get hit. "You okay, little pal?" Blob asked.

Toad lightly frowned. "Someone just tried to use my butt as a pincushion, Fred. What do you think?"

"Easy, there, son." Cap said, taking a careful look at Toad's injury. "It didn't hit any major arteries, but we still need to take a look at it."

Sue nodded. "We need to get out of here, now..."

As if on cue, the Argo de-cloaked just outside the vehicle bay, firing pulses of electrostatic energy into the bay, shorting out every tank in the bay. As the soldiers tried to regroup, a crimson blur darted into the bay, sending about a dozen of them flying as it barreled through, before the Flash came to a perfect stop next to Sue. "Anybody need backup?" he asked. He then glanced to Toad, and winced. "Ouch. You okay, pal?"

Toad frowned, as Cap lifted him up onto his shoulder. "What kinda stupid question is that?"

"Flash, where's Reed?" Sue asked.

"Oh, Stretch?" Flash answered. "He's outside jimmying the door to close behind you guys..." Just then, a massive loading crane whirred to life, and dropped low, crashing to the floor, scattering the soldiers. "...and hot-wiring some of the stuff in here." Flash amended. He gestured to the open bay doors. "You guys had better split. We'll cover you." With that, he called out, "Hey, Web-Head! Blue-Boy! Let's go!!"

At that, Spider-Man dropped down from the ceiling, landing in the middle of a group of armed-men, before snaring one with a web-line and swinging him around, using him to knock over all the others, and then tossing him into the air...where Nightcrawler 'ported in, giving him a quick kick, to send him crashing into another bunch of them. Nightcrawler then 'ported off again, to hang by his tail from another loading crane, where he flipped a switch, and 'ported off the crane dropped to the ground, sending more soldiers flying, making them easy pickings for Flash's high-speed dash-attacks.

Within seconds, the way was clear, and not a moment too soon; Cyclops and the rest of the rescue-team, along with everyone else, ran for the bay doors as they began to close. Before long, they were through, leaving only Nightcrawler, Spider-Man, and Flash; as the doors were only inches apart, Spider-Man fired a web-line, and zipped through, while Nightcrawler simply 'ported through...and then Flash dashed towards the doors, zipping through just as the doors slammed shut.

"Fall back to the evacuation point!" Cap exclaimed. "We have to clear out before they get through!"

Rogue looked stricken. "But what about..?"

And then the semi-transparent form of J'onn passed through the bay doors, holding an injured Mystique, before becoming solid, again. "We should leave." he said. "By my calculations, my ship will self-destruct, very soon..."

Suddenly, a massive explosion rocked the mesa-outpost, erupting from the other side of the mesa – Sector Zero – and shaking the ground, causing smaller explosions to burst from the rest of the base. No-one needed any more convincing, as the entire team darted off, falling back to their evacuation point, while the Argo flew after them, following its program.

Within minutes, the entire team had regrouped at the Blackbird, as the Argo touched down beside it and the Fantasticar. Cap and J'onn had promptly taken their two injured teammates into the Blackbird, taking them to its infirmary, followed by Wanda, Blob, Rogue and Nightcrawler while the others regrouped outside.

Toad groaned as Cap set him on one medical cot. "Jeez, Cap, have you no respect for the dead?"

Cap frowned. "You're not dead yet, son."

"Well, you could've fooled me."

Wanda managed a smile. "Serves you right." she teased. Her expression saddened. "Why did something so stupid?"

Todd frowned. "Look, Snookums, gettin' shot in the arm, or the shoulder, or even in the butt – that I can live with...hopefully." he said. "The alternative was a different story."

At that, Wanda lightly blushed.

Cap reached for a medical kit, opened it, and took out a vial of disinfectant and some gauze. "Brace yourself." Cap warned. "This is going to sting..." He poured a bit of the fluid onto the wound.

Toad's scream could have been heard for miles.

"God, Cap!" Toad cried, as Cap finished bandaging his shoulder. "You got anything to take the edge off this?"

Cap looked to the med-kit, shaking his head...and then paused. "How old are you, kid?"

"About 17."

Cap chuckled to himself. "Close enough." he said, as he opened a pouch in his belt, and took out a small metal flask. "One sip." he said, as he opened it. "Anesthetic." He then handed the flask to Toad, who took one tiny sip...

"Yeecch!!" Toad gagged. "Man, that's nasty! And that's from a guy who eats flies!!"

Cap chuckled, as he put the flask away. "Well, the last time I had this hooch was back in Germany, in the last days of the war." he said. He grinned. "Wasn't much better back then, come to think of it...but it should dull that shoulder until we can fix you up proper."

Toad grimaced. "Thanks...I think."

In another medical cot, J'onn was tending to the unconscious Mystique's injuries, while Rogue and Nightcrawler watched. "Is she gonna be okay?" Rogue asked.

"Her wounds are serious." J'onn answered. "She needs proper treatment."

"Zhank you...for saving her." Nightcrawler said softly. "But...vat...who are you?"

J'onn simply smiled. "My name is J'onn J'onzz," he replied, as he recalled how the others had code-names, "but you may call me...the Martian Manhunter."

Nightcrawler froze. "Mein're...a Martian?"

Rogue lightly smiled. "Ah'm surprised the green skin wasn't a dead giveaway!" she said...before she froze. "N-No offence."

J'onn chuckled. "None taken." he answered. His tone turned grave. "I have done all that I can; we must get your mother to a medical facility as soon as possible."

Nightcrawler's expression turned sad. "I...don't zhink zat any hospital vill admit her."

J'onn blinked. "Why?"

"'Cause we're mutants." Rogue said.


"That's it." Rogue said bitterly. "We aren't too popular, these days."

J'onn looked horrified. "But...surely your physicians would not refuse treatment simply because of that..."

Rogue sighed. "J'onn, Ah wouldn't put money on that, if Ah were you."

"Guys, we've got trouble!"

Cyclops' call bade Cap, Wanda, Blob, Rogue, and Nightcrawler to hurry outside, where everyone else had gathered. Cyclops looked grim. "We've just detected a security alert from S.H.I.E.L.D. detention center." he said. "Juggernaut is loose."

"You're kidding." Wolverine said flatly.

"Merciful Goddess..." Storm whispered.

Reed nodded gravely. "It's true; I can confirm it – that's a S.H.I.E.L.D. signal." he said. "He's rampaging through New York state, heading for an upstate dam."

"If he takes out that dam..." Jean murmured.

"It gets worse." Cyclops said. "There's also an emergency meeting of the U.S. Senate in Washington, to discuss how to deal with the 'mutant problem'."

"Terrific." Rogue said. "And with Juggernaut loose, we're all going to look like psychos."

The Professor's eyes narrowed firmly. "We have to go there." he said. "Mutants across the planet need some representation."

Beast nodded. "The Blackbird has a spare wheelchair..."

Just then, another signal came through on their communicators. "Hello? Can anyone hear me?"

Power Girl was the first to respond. "Kal?!" she cried. "Baby, are you okay?"

"I'm fine, taushi...but we've got a situation, here."

"Same with us, Superman." Cyclops said. "We have wounded."

"I'll program the Argo to take them back to the Fortress; the Infirmary there can handle them."

At that, the Argo whirred to life, receiving its master's commands. "Blob and I will go with Todd and Mystique." Scarlet Witch said. Cyclops nodded in agreement, and Wanda and Fred promptly hurried into the Blackbird, and emerged, with Wanda helping Todd walk, and with Fred carrying the unconscious Mystique. As they walked towards the Argo, the Speeder automatically activated its teleporter, 'porting them inside, before taking off, heading for the Fortress.

"Okay," Cyclops said, "what's the situation, Superman?"

"The Mark VI is here."

At that, everyone froze. "What?!" Jean cried.

"Oh, great!" Spyke muttered.

" that like that thing that crashed into the moon, a while back?" Giant Man asked.

"Yes." Superman replied. "Except this Emulator-Unit is just as psychotic as its maker; it's assimilated the Sentinels we were tracking, and is headed for North America. It's trying to hack every database on Earth...including military databases."

Thor closed his eyes. "All-Father be merciful..."

"We're trying to stop it, but we can't do it alone." Superman finished. "We need a little help."

"Hold on." Iron Man said aloud. "I'm picking up a message from General Fury...but it's garbled; this 'Mark VI' must have already started hacking into S.H.I.E.L.D. I'm getting reports of anti-mutant riots starting all over the country, including New York. He wants the Avengers to try and quell them, and he said he needs Reed and his team to assist, if possible; the riots are starting to spread to New York."

Reed and Sue both looked stricken.

Cyclops' expression saddened. "Sorry, Kal, but I don't think the X-Men can assist you; not with Juggernaut running loose."

"I know, Chief; I heard the transmission, a few minutes ago."

"I'm afraid the Avengers cannot assist, either, Superman." Cap said. "We have our orders."

"Nor can we." Reed added. "Riots are spreading across the country..."

"...and New York's hit with 'em, too." Spider-Man said. "Sorry, Big Blue; besides, I wouldn't be much good over open sea, anyway..."

"No problem, guys. We'll do what we can..."

"I could help." Flash said. "I could get out there in no time!"

"Same here." Aquaman agreed. "That thing's flying over my turf; it'd be rude not to say hello!"

"I will assist." Wonder Woman said.

Batman simply nodded

"As will I." J'onn added. "I will help however I can.".

At that, Cyclops smiled. "Hear that, Kal? You've got some backup, after all!"

"Good to hear, Chief...but, I didn't recognize that last voice..."

"That's J'onn." Cyclops said. "Suffice to say that you're not the only alien on Earth, anymore!"

Superman chuckled. "Well, it's a big planet, and right now, we need every hand!"

"You can say that again!" Shadowcat said.

"Good luck, Kal." Cyclops said.

"You, too."

"Be careful, tausha." Power Girl said.

"You too, taushi. Superman out."

As the transmission ended, Flash turned to Batman. "So...need a lift, Bats?"

Batman said nothing; he merely tapped a button on his utility belt. Seconds later, a black, bat-shaped stealth jet darted out of the night sky, touching down a few feet away.

"Do you?"

Gambit chuckled. "Gambit wondered 'ow 'e got out 'ere so fast."

Aquaman turned to J'onn and Wonder Woman. "Either of you mind dropping me in the Atlantic on the way?"

Diana smiled. "I'm sure we can manage."

"Well, I guess I'll just hoof it on out there." Flash said.

"Good luck." Cyclops said. To Cap, he added, "We'll just give you guys a lift back to the Quinjet before parting ways."

Cap nodded. "Godspeed, all of you."

"Be careful." Reed added. With that, the Avengers and the X-Men headed into the Blackbird, while the Fantastic Four and Spider-Man headed to the Fantasticar. As both vehicles took to the sky, heading off, Batman hopped into his jet, activating it and taking off, while Wonder Woman and J'onn – the Martian Manhunter, now – each took hold of one of Aquaman's arms, before taking to the air, flying after him, while Flash followed from the ground, speeding after them.


"Did the Avengers get that transmission?" Nick Fury demanded.

"Yes, sir!" one lieutenant reported, as he worked frantically on his dying computer terminal. "But it doesn't look like we'll be able to send any more transmissions!"

Fury scowled. "How bad is it?"

"Bad, sir! Whatever that thing is, it's heading right for us, and this...this...whatever this is, it's just getting worse the closer it gets!"

"Can we strengthen our firewalls, and keep it out?" Fury asked.

"Sir, our firewalls are completely ineffective! Whatever signal it's sending, we can't block it!" the lieutenant cried. "Every time we try to insert an anti-virus, it just mutates and speeds up! There's nothing on Earth like this, General!"

'Ain't that the truth.' Fury thought. "How far has it spread?"

"In our country, our system got the worst of it, so far, sir." another lieutenant said. "But this...thing is spreading to other countries, sir! We're getting reports from our allies, saying that their communications are going down! Even Wakanda and Latveria are getting this!"

Suddenly an alarm klaxon filled the air. "Sir!" a lieutenant cried. "This''s starting to hack our weapons systems!!"

Fury froze. "What?!!"

"It's trying to crack into our defense satellites, sir! Not only that, it's trying to access our nuclear launch codes!" the lieutenant continued. "The only reason it hasn't yet is because it needs more power...but once it reaches our shores and heads to a power plant..!"

"Dammit, people, tell me we have SOMETHING!!" Fury thundered. "We have to mobilize our forces and shoot this thing down!!"

"It's no good, sir!" an aide said. "Our comms are completely gone! We're sitting ducks!"

Fury scowled to himself. It was out of his hands now.

'Well, kid...' Fury thought grimly, ''s up to you, now...'

U.S. Congress, Washington, D.C.

As the emergency meeting of the U.S. Senate came to order, the mood within the Congress Building was a tense one.

"My fellow Senators," U.S. Senator Robert Kelly declared, "we are here to address an intolerable threat, not only to our own nation, but the entire world." Robert, in his early fifties, was fairly tall, and lean, with short, white hair, and green eyes framed by glasses, clad in his usual grey business suit and tie.

Robert gestured to the viewing screen built into the wall behind the gathered Senators; instantly, the screen showed a massive machine stomping through New York City, as numerous young people, clad in black uniforms fought it...

"These individuals," Robert continued, "are what are called mutants; they each possess a genetic mutation which imparts abilities that most humans – normal humans – do not." A soft murmur echoed through the Senate, and Robert knew he was on a roll. "Our reports have shown that there are several factions of these mutants, and that some of them intend to overthrow and, ultimately, replace the rest of the human race. Not only that, but there may very well be many more of them, and we have no idea who they are and what they're capable of..."

"Senator Kelly," another Senator spoke up, "we also have no idea of their true intentions. You may very well be right about some of them, but we cannot conclude the same of all mutants..."

Robert frowned. "My friends, I have long argued for stricter controls and restrictions placed on individuals with...'abilities,' and this revelation shows the need for this more than ever." he countered. "What is to prevent one of these mutants from walking into a convenience store or a bank and demanding cash, threatening to use their powers, without even needing a firearm? We have no way of knowing what they could do!"

"Senator, some of these 'super-humans' are in the employ of our government, and are some of our most productive citizens." another Senator argued. "How many times have Captain America and his Avengers defended U.S. interests, on and off our soil? How many scientific advancements have Dr. Richards and his team made on our behalf?"

"I have no problem with the Avengers." Robert said. "The Avengers have superiors; they have people that they answer to. And, yes, I recognize the Fantastic Four's scientific contributions...though I still feel that too reign is given to them, as I have often said."

"But these mutants...they are completely uncontrolled." Robert said. "They are dangerous, and they are completely undetectable, unless we do something, today. I propose that we introduce a bill requiring all individuals with this...'mutant gene,' we'll call it, to register with the government..."

"How does one register life, Senator?"

Robert turned at that reply, startled, to see three individuals walk into the Congress Building. One was an older man, in a wheelchair, in a brown sweater and black pants. The second was an African-American woman, in a dark navy bodysuit and cape. And the third was a blue-furred, ape-like creature, in a black bodysuit.

"Who are you?" one Senator asked. "This is a closed session..!"

"Forgive our intrusion," the man in the wheelchair said, "but under the circumstances, we felt we had no choice. I am Professor Charles Xavier, Headmaster of the Xavier Institute, and these are two of my instructors, Miss Ororo Munroe, and Dr. Henry McCoy. And, in case you were curious, we are mutants."

The boldness of Xavier's declaration momentarily threw Robert, but he quickly recovered. "Well, Xavier, I must say, you three certainly have a lot of nerve, coming here, after what your kind did!"

"What have we done, Senator?" Ororo said. "We haven't done anything."

"You are, no doubt referring to the machine that was spotted in New York." Charles continued.

"Senator Kelly has a point, Professor Xavier." one Senator interjected. "That machine in New York..."

"...attacked us, not you." Hank corrected gently. "That machine – the Sentinel – was constructed by an organization dedicated to wiping mutants out."

"That is why we came here." Charles added. "We came here to tell you all the truth, as well as provide a voice for mutants in this country, who cannot speak for themselves."

"The truth?!" Robert laughed. "You concealed your existence from our society for years, and you talk about the truth?"

"Senator Kelly, calm down." another Senator – Senator Martin, one of Robert's long-time political opponents – said. "Please, Professor, continue."

"Thank you." Charles said. "Yes, Senators, we did conceal our existence from the rest of the world, because we feared that, once our existence became public, there would be many who would persecute us, for the crime of being born with an X-Gene."

"Look at this country's past with regards to African-American citizens, Senators." Ororo added. "Look at how it took years for the persecution of 'colored' people to quell. And you wonder why we were hesitant to go public?"

That statement sent murmurs through the assembled Senate. "I suppose we can understand." Senator Martin agreed thoughtfully. "Under similar circumstances, I think that a lot of people might have done the same." Several other Senators murmured in agreement.

Charles smiled. "All we wish is for mutants and humans to peacefully coexist." he said. "We mean you no harm."

Robert smirked at that. "'No harm'?" he repeated. He tapped a button on the controller at his side, causing the screen above to change...showing the fully armored Juggernaut stomping towards a dam over looking a fairly-large town. "Isn't that one of your fellow mutants, Professor? Does it look like he means 'no harm'?" The Senate started to murmur. "What about the object heading towards our shores, blacking out communications and defenses all over the world? My sources tell me that it originated from a settlement of mutants; do they mean 'no harm'?"

Charles held his ground. "Senator, these individuals do not represent all mutants..." he began.

"Oh, no? What about your own students? They attend Bayville High School, correct?" Robert continued. "How do you explain the sudden surge in unexplained incidents at that school – the school that my own brother supervises?" He laughed coldly. "And what about this 'Superman' individual? Besides the fact that he seems to be one of the most powerful 'super-humans' we know of, we know next to nothing about him! How do we know that he won't go psychotic, like the rest of you seem so prone to do?!"

"Senator, that isn't fair!" Ororo shouted. "You can't judge all mutants by the acts of a handful!"

"I – and many others – judge by what I see, Miss Munroe." Robert said. "And from what I've seen, Professor Xavier's claim – his statement that you mean 'no harm' – has no weight whatsoever."

Charles closed his eyes, refusing to let the Senator's ignorance phase him. He'd known that this would be a difficult battle.

But it was one that he – and all other mutants – could not afford to lose. Not now.

Not ever.

Castle Doom, Doomstadt, Latveria

After receiving her father's summons, Siryn had promptly teleported back to Castle Doom. Siryn couldn't help but feel mildly confused by the change in plans; she had thought that her father would summon her to Genosha, after Kal-El had seen the light about his destiny.

Had something gone wrong?

As she walked into the throne room, she automatically curtsied to her father, who was sitting at his throne, with several of his Doom-bots flanking him. "Father?" Siryn asked, as she walked towards him. "I...I thought that you would still be at Genosha. What has happened?"

"Something which I had not anticipated, my child." Doom replied. "It appears that, though Kal-El is the last of his kind, he was not the only one to flee his world; from what he told, the planet Krypton's destroyer survived, as well...and has sent one of its minions here."

At Doom's gesture, several computer screens lowered, showing a massive machine flying from Genosha towards North America...with Kal-El and two of his comrades trying to stop it. As Siryn looked closely, the screens flickered with unknown symbols.

Alien symbols.

"I later determined that this machine is broadcasting an invasive code across the entire planet; even my systems are not immune." Doom continued. "I have been constantly attempting to purge this invasive signal, but this...machine continually adapts its programming, countering every attempt I make. I have even resorted to constantly changing our country's nuclear launch codes, but every time I do so, this machine quickly starts to crack them. Worse still, it is getting faster; the only reason it has been unsuccessful thus far is that it lacks sufficient energy – once it reaches a power plant..."

Siryn was horrified. "But...surely, there is something we can do..!"

Suddenly, one of the Doom-bots began to spark. "D-Doom's w-w-word is-is-is l-l-laaaaaww...D-Doom's wooooordd..." Then, the Doom-bot's eyes went from green to cold blue, as it turned towards Doom, weapons raised...

Doom promptly fired a spell-bolt, destroying the mutinous mech. "Even my Doom-bots are falling prey to this subversive transmission." Doom continued. "I have exhausted every possible counter-measure, Anita. I had thought that by withdrawing with Lensherr, we could determine an effective strategy...but Lensherr had been reluctant to leave. Suffice to say, our alliance is formally dissolved; we have gone our separate ways...though it matters little, now."

Siryn couldn't believe what she was hearing; her Papa was the smartest man alive. He had to have an answer. "P-Papa..?"

Doom looked to his daughter sadly. "It is out of my hands, my sweet child." he said. "It is up to Kal-El, now..."

International waters

As the Mark VI flew over the Atlantic Ocean towards North America, Superman, Green Lantern, and Hawkgirl kept in hot pursuit, trying desperately to stop it.

After several attempts, they had determined that the Mark VI's self-perpetuating shield wasn't quite as impervious as they had originally thought; the shield's energy cycle kept gradually lowering, and then building back up to a maximum, where its energy was renewed – if they attacked full-force during the 'down-phase' of the cycle, they could have a chance to breach it.

"Aim for the head! Wait for my signal!" Superman shouted, flying above the Mark VI, evading its rear-mounted laser-turrets, keeping his eyes trained on the Mark VI's shield, his eyes glowing electric blue. He saw the shield shimmer, growing brighter and brighter...and then significantly dim...

"NOW!!" Superman yelled, as he fired his eye-rays, just as Green Lantern unleashed his ring-beam at the same spot, striking as one; the shield started to flicker under their attack...and then it buckled, giving Hawkgirl the opening she needed. Hawkgirl dove through the crack in the shield, and smashed her mace into the Mark VI's hull, repeatedly slamming the Mark VI, tearing open huge gashes in its armor, before she quickly flew out as the shield replenished itself.

The three of them quickly regrouped. "Okay, guys," Superman said, "we just have to keep this up..." but he stopped, as he saw glowing white rims form around the Mark VI's damaged spots...before they instantly started to heal themselves.


Superman frowned; the Mark VI – like Android – was composed of countless nano-bots, now spread throughout the Sentinel components, making it easy for the Mark VI to repair any structural damage. Hawkgirl shook her head. "So much for that strategy."

Green Lantern looked to Superman. "Got any more ideas? Because I'm fresh out."

Superman's eyes narrowed in determination. "We do whatever it takes!!" he declared. With that, he flew ahead of the Mark VI and fired his eye-rays, at sixty percent maximum power; the shield started to buckle...

...and then it collapsed as two black missiles lanced from behind Superman, impacting on the spot where he was firing. Turning, Superman smiled as he saw Batman – in a black, bat-shaped jet – fly to his left. As Green Lantern and Hawkgirl took advantage of that brief window, inflicting whatever damage they could, Superman saw Batman's jet start to lose power – the Mark VI's signal. Quickly, Superman darted towards the jet, ripped open the canopy, and grabbed hold of Batman's arm, lifting him out of the jet, as the doomed aircraft crashed into the sea.

Superman grinned, as he held onto his comrade's arm. "We could have handled that alone." he quipped, echoing Batman's words, the night before.

Batman half-smiled. "I know." he answered. "I was just in the neighborhood."

As the Mark VI started to aim its finger-lasers at Superman and Batman, a golden lasso looped around its arm, weakening the shield as the lasso tightened, before Wonder Woman flew in and yanked the arm to the side, causing its shot to go wild. Before the Mark VI could recover, a green, blue-cape-clad humanoid – J'onn, Superman guessed – flew close to the arm, seemingly going he phased through the shield, before going solid. He then morphed his arm into a long blade – he was a shape-shifter, as well as capable of altering his body's density – and then cleaved right through the Mark VI's arm, before flying away. The Mark VI's arm started to fall away...and then numerous silvery nano-fibrils shot out from the severed sections of the arm, pulling the arm back into place, joining with the rest of the Mark VI seamlessly.

Wonder Woman frowned. "Quite the resilient monstrosity."

"Tell us about it." Superman agreed.

Just then, a red blur darted towards the Mark VI, actually running across the water's surface – moving too fast for buoyancy to take effect. As Flash closed on the Mark VI, he started to run around it as it passed over him; he ran faster...and faster, until he started to kick up a whirling mass of water around the Mark VI, stopping it in its tracks, disorienting it. Flash kept running and running...and then slowed, as a low, mournful call echoed up from the deeps; Flash then ran in wider circles around the dazed machine, keeping well out of range, without losing momentum, which would cause him to sink... a massive blue whale – with Aquaman on its back – breached the surface of the water, practically flying towards the Mark VI, before it started to fall back over the the Sentinel-Emulator hybrid met several hundred tons of naturally grown belly-flop.

Nature won.

The blue whale body-slammed the Mark VI into the water, knocking it well below the surface. The whale then swam to the side, under Aquaman's directions, as Flash zipped up onto its back, as well, taking a brief rest. "Sorry we're late!" Aquaman called. He then patted the whale's back, as the whale let out a puff of air from its blow-hole. "This old girl was just taking a brief nap!"

Superman smiled. "Better late than never!" he called back. Turning, he looked to J'onn. "Thanks for the help."

J'onn nodded, smiling. "After your friends rescued me, it was the least I could do."

"Don't congratulate anyone yet." Batman said, his expression back in its usual semi-scowl. "Look."

Superman looked down at the water; sure enough, the Mark VI was starting to rise up out of the sea.

Flash groaned. "You know, once – just once – you'd think that the bad guys would get lazy in building their death-machines." he muttered. "But, oh no; they had to spring for rust-proof killer robots!!"

Suddenly, Superman's belt-communicator started to beep, and Superman quickly answered it. "Superman here."

"Superman, it's Android. I believe I have located a potential weakness in the Mark VI." came Android's voice. "I believe that you can use your Fortress to send a virus into the Mark VI; its anti-viral systems are not robust enough to successfully defend against a viral attack of Kryptonian design."

"It won't work; we'd need the Mark VI's comms frequency." Superman answered.

"I have the frequency." Android continued. "I can contact the Mark VI on the basis that I have information about Earth technology; you can program the Fortress to send the virus through me once I have opened an upload transmission, and activate it once it has been sent!"

Superman's eyes widened. That could work...except..."Android, can your systems handle that big of a transmission?"

"They will have to." Mark replied. "However, in order for this to work, you will have to deactivate its shielding, so that I can contact it; the shield-generator should be located in its cranial region – it is a large, blue, spherical device. If you can momentarily disrupt the shield, you should be able to reach it."

"Understood." Superman said, as he typed a few commands into his belt-computer with his free hand. "I'll order the Fortress to activate a remote comms terminal at your location; it'll scan for any transmissions; once the shield's down, you can contact the Mark VI – the terminal will scan your frequency, and send the virus through you once you activate an upload command. Wait for my orders to proceed. Superman out."

Quickly, Superman gestured to the others in the air, before descending to touch down on the whale, before letting go of Batman's arm. As the others followed, Superman said, "I think we might be able to transmit a virus into the Mark VI, but we're going to have to destroy its shield generator."

Batman instantly picked up on the idea. "J'onn," he said, "didn't I see you pass through its shield?"

J'onn nodded. "If its shielding were weakened, I should be able to pass through it?"

"Could you take someone with you?" Batman asked.

"I believe so."

Batman nodded. "If you can get me past the shield, I think I can get inside it and disable the generator."

Superman nodded. "It'll be up to the rest of us to weaken its shields enough so that J'onn and Batman can get through." he agreed.

"Well, we'd better do it fast." Flash said. "Metal-Head here's getting kinda close to home." He gestured to the horizon...and to the shoreline of New York that was becoming visible.

"Aquaman," Superman said, "do you think any more of your sea-pals can slow the Mark VI down?"

Aquaman grinned. "I know just who to ask!" he exclaimed, before he walked to the edge of the whale's back, and opened his mouth, as if to call; to the others, he seemed to be making no noise, but Superman could tell that he was emitting high-frequency sounds – sonar.

"Okay." Superman said. "Batman, the shield generator is a large, blue sphere in the Mark VI's head, so as soon as you're through, head up. J'onn, you'd better get ready to get Batman into position, because we might only have one shot at this. As for the rest of us, we have to hit that shield as hard as we can! Let's do this!"

By then, the Mark VI had risen up from the water, and was starting to resume course...until a massive tentacle shot up from the surface, grabbing hold of its leg, as a giant squid rose from the deeps, answering Aquaman's call, before grabbing hold of the Mark VI's legs with the rest of its tentacles; it wasn't going anywhere.

Quickly, Flash darted towards the monstrous mech, zipping across the water and running right up the squid's tentacle, onto the Mark VI's back. He ran right up to its head, and unleashed a high-speed flying kick to its head, before running right back down, towards the whale; the kick hadn't damaged its shielding...

...but it had gotten its attention.

As Flash ran back down, the Mark VI started to turn towards the Superman and Green Lantern the opening they needed. Eye-rays and ring-beams lanced towards the machine's torso, impacting its shield, draining its power to near-failure...and then Wonder Woman and Hawkgirl dove at the Mark VI, heading for its torso. Amazonian fist and Thanagarian mace struck the shield, driving it to the brink of collapse.

That was Batman and J'onn's cue; J'onn flew at the weakened shield, holding Batman by the arm, phasing the two of them through it. Batman promptly grabbed hold of the torso's armor as he became solid again, while J'onn phased himself back out. Batman tossed a freeze-capsule at the torso, freezing a part of it, before jabbing an explosive Batarang into the ice, and then moving to the side; the Batarang soon detonated, blowing open a hole in the hull plating. As it started to heal, Batman drew his grapnel-launcher, and fired it into the hole, pulling himself inside as it closed behind him.

As Superman and the others pulled back momentarily, the Mark VI started to get free of the squid's hold on it. Quickly, Superman took a deep breath, and unleashed a burst of gale-breath, pushing it back. Following his cue, Wonder Woman flew behind the Mark VI, and snagged its head with her lasso, pulling it back, while Green Lantern formed a massive green force-field fist, and slammed it into the mech's torso, stunning it, and allowing the squid to get another hold...but the Mark VI was still trying to kick loose...

Suddenly, the Mark VI's shield started to flicker...and then vanished altogether, before an explosion erupted from the Mark VI's neck...and a black shape leapt out, aiming for the whale below. After clearing the Mark VI, Batman spread open his cape, activating the memory cloth it was made of; instantly, the cape spread into a wing-shape, allowing him to partially glide, slowing his fall, until he touched down on the whale's back, letting the cape go slack, once more.

The Mark VI then burst free of the squid's hold, flying towards the shore at high speeds. Superman and the others quickly gave chase, as Superman flipped open his communicator. "Android!!" he exclaimed. "The shield is down! Upload the virus, now!!" With that order given, all that they – their new team – could do was chase after it, and hope that the virus worked...

North Pole, a few minutes earlier

In the chamber of the Fortress where he and the other New Mutants had gathered, Android could only stare worriedly at the comms terminal that had promptly assembled before their eyes. "Mark?" Jubilee asked. "Are you...are you actually going to transmit this virus into that thing through yourself?"

"There is no alternative." Android answered.

"But...what'll happen to ye?" Wolfsbane murmured.

Multiple gulped. "W-Won't that virus hurt you, too?"

"The virus will be programmed to activate after the upload. It will not be active while I am sending it." Android said.

"You can't be sure of that." Berzerker said. "You might be wrong."

"Ray, lay off him!!" Sunspot shouted.

"No. Ray is correct." Android said. "The virus might activate before I finish sending it."

Magma looked worried. "And...and if it does?"

Android looked sad. "My purpose was to help destroy Kal-El, as well as this planet, inevitably." he answered. "Now, I have a chance to help save it, including all of you – my family. If doing so causes my program to be deleted...that is an acceptable loss."

Boom-Boom lightly sniffed. "Well, you'd better not get fried, you nutty little toaster." she quipped.

Cannonball nodded. "'Cause as far as we're concerned, you're not an 'acceptable loss'!"

Android lightly smiled. "Thank you..."

Suddenly, Superman's voice came through the Fortress' comms system. "Android!! The shield is down! Upload the virus, now!!"

Iceman lightly smiled. "You're on, Metal-Head." he quipped. "Good luck."

Nodding, Android closed his eyes, and opened a transmission to the Mark VI; up until now, he'd been ignoring its transmissions...

Alert. Mark VI Unit is under attack. Attempting to reinitialize shield program.

Mark V Unit calling Mark VI Unit. Distress beacon received; preparing to transmit data-files regarding Earth technology.

Unable to comply; Mark VI Unit engaging life-form Kal-El and companions...

Objection understood. Note: integration of data-files initially of paramount importance to mission parameters. Download highly recommended.

Recommendation received. Mark VI Unit prepared to download data-files.

Confirmed. Stand by for upload.

Android felt the Fortress' systems scanning his frequency, could feel the inactive virus being uploaded to his systems...and then, it was ready.

Initiating upload.

At that command, Android felt the massive wave of data surge through his systems, arcing straight across his processors and out through the air-waves towards the Mark VI. As the last of the viral file left him, Android could feel his structural integrity collapse...and then...

Mark V Unit offline.

International waters

As the Mark VI flew towards the advancing shoreline of New York City, Superman and the others chased after it; Superman and the other five flight-capable teammates flew around it, attacking it repeatedly with eye-ray, ring-beam, fist, and mace, while Aquaman and Flash followed them atop the back of the whale Aquaman had summoned. They kept attacking it, tearing chunks out of its armor, but the Mark VI just kept repairing itself. It was only a few miles away from shore...

Suddenly, the Mark VI stopped in mid-air, its head shooting backwards, as if it had just had a fatal stroke, as Superman heard its high-frequency invasive transmission cease.

"NOW!!" Superman shouted. "Hit it with everything you've got!!!" With that, he opened fire with his eye-rays, searing through the Mark VI's armor, and piercing its power core; this time, the Mark VI didn't repair the damage. Green Lantern followed Superman's example, firing his ring-beam and cleaving off the Mark VI's left arm.

Now the Mark VI was frantic; coasting forward on auxiliary power, it armed its numerous assimilated missile-launchers, but Hawkgirl dove at it, smashing off every single one with her mace. The Mark VI tried to raise its remaining arm to fire its finger-lasers, but Wonder Woman flew over, grabbed the arm at its shoulder, and simply ripped it off.

With the Mark VI distracted, J'onn flew at its head, phased his hands into the metal skull, grasped hold of some sensitive electronics, and just pulled, ripping them out. By then, the Mark VI was only meters from the shoreline, approaching an empty dock. As it approached, the Mark VI' torso began to open, as it started to charge its plasma-cannon, but Flash simply zipped off the whale's back, ran up the Mark VI's leg, and hopped into the open chest cavity, darting to and fro at high speed, yanking wires, ripping out circuit boards and trashing transistors, until the chest cavity began to smoke, the cannon utterly ruined. As Flash leapt out, darting onto the dock Batman drew grapnel, and fired, pulling himself to the rooftop of a nearby warehouse, throwing two explosive Batarangs into the open torso; the Batarangs detonated, causing smaller explosions to start to erupt throughout the doomed machine. At the sonar-command of Aquaman, the blue whale dove deep, and then rapidly ascended, smacking the Mark VI with its massive tail, knocking its legs clean off, as Aquaman hopped out of the water onto the dock.

As the Sentinel-Emulator hybrid began to fall into the water, it started to simply fall apart; bits and pieces of the cannibalized Sentinels began falling a fairly large, silvery, metallic glob leapt off, landing on the dock, while the rest fell into the water.

"The Mark VI bailed out!!" Superman shouted. "Get it!"

The glob rapidly morphed into the spindly mechanoid that Superman had seen earlier, before it darted towards an alley...but was froze, as Batman swooped down from a rooftop in front of it, before Wonder Woman touched down next to him. The Mark VI tried to flee to the left, but Aquaman and Flash blocked it. Turning the other way, the Mark VI saw that Green Lantern and Hawkgirl were blocking it. In desperation, the Mark VI turned to the sea...only to find Superman and J'onn standing there.

"Give it up." Superman said firmly. "You've got nowhere to go."

The Mark VI backed up, emitting a mechanical snarl...and then froze, as its right claw started to turn to a grey clay-like powdery substance. Snarling, the Mark VI cleaved off the afflicted hand, assembling a new one...and then its left leg started to crumble. Frantically, it ripped off the leg, trying to assemble another...but it would do no good.

The Fortress' virus had spread to its core program.

The Mark VI was emitting panicked mechanical howls, now, as it tried to stay ahead of the spreading viral attack...but it was too late. In seconds, the virus spread through its entire body, leaving only the head untouched...and as the virus infiltrated its head, the Mark VI let out an electronic scream...and then went silent as its head turned to powder...before its body crumbled into dust, its nano-bots completely disassembled – as far as anyone was concerned, the Mark VI had been vaporized, leaving no trace.

Wonder Woman looked at the powder with pity. "Merciful Hera...what a horrible way to die..."

"It was a machine." Batman said. "Nothing more."

"That may be true, Batman, but it was a machine that gave us the idea how to stop it." Superman replied. Taking out his communicator and opening it, Superman said, "Great idea, Android! The Mark VI is down! We couldn't have done it without you!"

There was no response.

Superman blinked. "Android?" he repeated. "Mark?!"


His eyes wide with horror, Superman switched off his communicator. "I...I can't reach him..."

Flash gulped. "Hope the little guy's okay..."

Superman nodded...and then froze as his hearing picked something up. "The others need our help!" he exclaimed.

Batman's expression hardened. "Where?"

"They're at a dam at upstate New York!" Superman replied. "They're fighting Juggernaut!"

"Well, doesn't he sound like a pushover." Green Lantern said.

Superman chuckled at the joke. "So...can I convince you all to tag along?"

Hawkgirl smiled. "Well, we've all come this far."

"I'm not about to bail on a pal!" Flash said.

"Same here!" Aquaman agreed.

"Amazons never run from battle." Wonder Woman said. "Especially when our comrades need us."

"I'm convinced." Green Lantern added.

"The X-Men saved my life." J'onn said. "I would be glad to help."

Batman nodded. "I'll help."

"Thank you." Superman said. His expression turned grave. "We'd better go; there's no time to lose!" With that, he, J'onn, Wonder Woman, and Hawkgirl took to the air, while Green Lantern generated a force-field bubble around himself, Batman, and Aquaman, before the entire group of them took off towards the upstate dam, with Flash darting after them at top speed.

Upstate New York

Night had long fallen over the modest town in upstate New York; all the citizens were sound asleep, the entire town snoozing peacefully in the shadow of the massive dam several miles back.

Juggernaut, in his full armor-suit, complete with PSI-shielded helmet, grinned to himself as he stomped towards the dam. It felt great to be free, again. Originally, he'd planned to pay 'Little Chuck' a visit, but shortly after busting out, he'd met up with this 'Magneto' guy, who'd told him that his dear step-brother was MIA. Magneto had then told him that, if he really wanted to make Xavier pay, he could just attack this dam here, causing the entire world to be afraid of mutants...ruining Charlie's precious dream.

Cain liked being feared.

Looking up, Juggernaut smiled as he saw the news helicopter circling him. 'Right on time.' he thought. As he stomped onto the dam itself, Cain absently touched the small, disc-like device that Magneto had given him; apparently, it would amplify his powers...but it could only be used once before burning out. Cain didn't see why he needed it, at first...and then he remembered that punk kid 'Superman.'

A little extra muscle couldn't hurt, so he'd decided to save the gizmo until that flying do-gooder showed up.

Juggernaut smiled savagely as he pulled back his fist, to start smashing the dam to bits, with the chopper catching everything. 'Mom was right; I should've gone into show-biz...'

Suddenly, a bright red beam lanced towards Juggernaut, knocking him off-balance, as the X-Men, plus Krypto and Wolverine, darted into view. "Sorry, Marko," Cyclops said, "but it's time for you to go."

Juggernaut laughed. "And who's gonna make me? You pipsqueaks?" he sneered. "Where's that powerhouse of yours?"

"Superman's a bit busy." Shadowcat said. "We'll be kicking your butt, tonight!"

Wolverine snarled, as he popped out his claws. "So we suggest you take a hike, bub, or things are gonna get ugly!"

"Big words, runts." Juggernaut growled. "Let's see you back 'em UP!!" With that, he charged at them.

Focusing, Jean telekinetically grabbed Juggernaut, and lifted him right off of the ground, easily holding him up, as a roaring Wolverine leapt at him, slicing with his claws, aiming at one of the five latches on Juggernaut's helmet. Wolverine grabbed hold of the collar of Cain's armor, and slashed at one latch, damaging it, but Juggernaut backhanded him, knocking him aside. With expert aim, Cyclops fired an optic-blast, hitting the latch and knocking it open.

As Jean let go of Juggernaut, the enraged Cain barreled straight at them, forcing the X-Men to scatter, but as she dodged to the side, Power Girl fired her eye-rays, searing off a second latch, before flying at Juggernaut from the side, tackling into him and knocking him slightly off-balance. Snarling, Juggernaut swung at her, but Power Girl darted under the attack, and punched Cain right in the stomach, leaving small cracks in his armor...before Juggernaut unleashed a knee-kick at her; Power Girl managed to raise a hard-light shield, but the impact of the strike still knocked her back a few feet.

"Not bad, Blondie," Juggernaut sneered, "but the Boy Scout you ain't." He started to pull back his fist for a punch...and then screamed in pain, as Krypto leapt at his arm, biting his forearm, the Superdog's teeth going right through his arm-guards. Snarling, Juggernaut managed to shake Krypto off, but Krypto darted at Cain again, biting his leg, this time. Juggernaut howled in pain, as he tried to shake the Krypton-born canine off...

Spyke instantly took advantage of the distraction Krypto provided; forming bone spikes on his forearms, he threw them like darts at Juggernaut, striking the cracks in his chest-armor with pin-point accuracy, widening the cracks slightly with each hit. As Krypto leapt away, Spyke called out, "All yours, LeBeau!"

"Merci." Gambit quipped, as he dashed right at Juggernaut, rolling under Marko's punch to stop right in front of the cracks in his armor, where he jammed a charged card into the cracks. Gambit then rolled to the side, extending his bo-staff and striking the backs of Juggernaut's ankles, causing him to turn...just as the card detonated, blowing open his chest-plate.

That was all the cue Rogue needed; pulling off her glove, she ran at Juggernaut and touched his bare chest, copying his powers...but Juggernaut swatted her away before she could really drain him. Now armed with the might of a Juggernaut, Rogue easily shook off the hit, and came at Marko again, slamming him with a punch. Cain was stunned momentarily, before he unleashed a knee-kick, knocking Rogue off the ground momentarily; Rogue came back with a low-punch-uppercut combo, driving Marko back. Enraged, Juggernaut charged at Rogue, who matched his speed...


The two unstoppable forces – Juggernaut and the powered-up Rogue – collided, and were knocked back by each other's momentum, dazed, but otherwise fine. Rogue, being smaller, fell back on her rear. "Ah am neva doing that, again!" she exclaimed.

Juggernaut managed to stay on his feet, though he was still considerably loopy after that Nightcrawler a chance to 'port over to him. "Excuse me, Herr Marko," he said, "but zhese need to come off!" With that, he snapped open two latches, and started reaching for the last one...

...and then Cain recovered, and started reaching for Nightcrawler, who quickly 'ported away. As Juggernaut started to come at them, Avalanche quickly summoned a tremor beneath his feet, causing the surprised Cain to sink into the ground up to his ankles. Shadowcat quickly ran at him, and phased the rest of him into the ground up to his neck, before she phased up out of the ground, and snapped open the last latch.

With a roar of sheer rage, Juggernaut burst out of the ground, prompting Shadowcat to retreat before she could start to get the helmet off. "When are you pathetic little runts gonna GET it?!" he exploded. "Nothing stops me!!! I'm RAW POWER!!!"

Cyclops gritted his teeth; enough was enough. "That right, tough guy?!!" he yelled. "Then why don't you TAKE it raw?!!!" With that, he pulled off his visor...and took a good, long look at Juggernaut.

A wall of pure, red energy exploded from Cyclops' open eyes, slamming into Juggernaut with unfathomable force. Juggernaut was forced back a good fifty feet from the constant optic-surge, his helmet blasted off...before he started to walk towards Cyclops...

Cyclops opened his eyes wider, increasing the strength of the force-surge. Juggernaut was pushed back again, but he kept coming. His eyes on fire, Cyclops opened them as wide as he could. Juggernaut was knocked back...and then got up, coming right for him, slowly...

Cyclops' gave everything he had as Cain slowly stomped towards him...and then clamped his massive hand over Cyclops' face, cutting off the surge. "Say your prayers, runt..." Cain snarled, as he pulled his free hand back...

With a shriek of utter fury, Jean levitated into the air, her fiery aura stronger than it had ever been, as the aura grew into the shape of a deadly bird of prey – a Phoenix – before she unleashed an endless torrent of psychic flame at Juggernaut, forcing him to let go of her Scott...

Cain howled in agony, as the psychic fire seared both his body and his mind, in a way that would have made Charles envious. Before he blacked out, Cain reached for the power-boosting gizmo at his side...

After about a minute, Jean collapsed, her aura spent, as Juggernaut fell over, landing flat on his back with a THUD. "Jean!!" Cyclops cried, as he quickly put his visor back on, rushing to catch his beloved Jean as she fell. "Jean, are you okay?!"

Opening her eyes, Jean weakly smiled. "Hi." she cooed.

Cyclops smiled back. "Hi, beautiful." he answered. "You were amazing."

"You, too." Jean murmured.

"Whoa!! Jean, you nuked him!!" Shadowcat exclaimed.

"I'll say!" Spyke agreed. "And way to let him have it at the end, there, Cyke! You couldn't have picked a better time to cut loose!"

Cyclops chuckled, as he helped Jean to her feet. "Well, guys," he said, "let's get out of here..."

Cyclops' voice was drowned out, as Juggernaut leapt to his feet, surging with power...from an electronic device clipped to his side.

"You're kidding." Avalanche said flatly.

"What does it take for this guy to stay down?" Power Girl exclaimed.

With a roar of sheer rage, Juggernaut grabbed a nearby generator, ripping it out of the ground, and threw it at them; the X-Men quickly dodged it, causing the throw to go past them...and strike the tail-fin of the news chopper circling them, sending it into an uncontrolled spin, dropping towards the ground far below.

Cyclops tried to come up with a plan, but they were all drained...they needed help...

...and then, a sonic boom echoed in the distance...and Cyclops knew that they would have it.

Superman reached the dam a few seconds ahead of his new teammates, and saw the helicopter starting to spin out of control; flying towards it at top speed, he grabbed hold of its landing struts, and guided it safely down to the ground, setting it down on the clear field just in front of the dam. "Please, all of you, get to safety!" he instructed the news crew inside. "Hurry!" The crew needed no further instruction, and quickly ran towards the town. By then, the others had caught up with him, and Superman took to the sky, and saw a powered-up Juggernaut start to charge at his beleaguered friends...

His eyes narrowed, Superman flew at Juggernaut, slamming him with a high-speed haymaker, stopping his charge cold, and driving him back. Juggernaut just laughed. "'Bout time you showed up, pipsqueak!"

"After all the trouble you went through to come, Marko? It'd be rude not to!" Superman shot back. Looking back at the X-Men, Superman smiled. "Sorry I'm late, guys; you know how visitors can be!"

Wolverine chuckled. "Help us cream this chump, Flyboy, and we'll call it even."

"I'd like to see you wimps try!" Juggernaut sneered. "You think one more of you is gonna make any difference?!"

Superman shrugged. "Maybe. Maybe not." he replied...before he grinned. "But who said I came alone?"

At that, the whirring of two Batarangs cut the air, as they struck Juggernaut in the back, exploding and causing him to stumble forward. Snarling, Juggernaut turned to see Batman, who had silently crept up on him from where Green Lantern had deposited him. Juggernaut charged at Batman, who ducked under his punch, and threw a black sphere in his face, which burst into red powder – mitsubishi, or ninja blinding-powder.

Juggernaut howled as the powder clouded his vision...preventing him from seeing Batman dart to his side, shattering his left knee with a side kick. Juggernaut swung wildly, but Batman was as evasive as a shadow; he unleashed a precision chop to Cain's side, under his rib-cage, bruising his kidney, before grabbing his arm and twisting it behind Juggernaut, finishing with a leopard-fist strike, dislocating his shoulder. With Juggernaut distracted, Wolverine ran at Juggernaut, slicing off the last shreds of his armor, while Batman darted Gambit threw a handful of charged cards at Juggernaut. Wolverine leapt clear as the cards detonated, driving Juggernaut back.

As Marko stumbled backwards, Shadowcat leapt at his ankles and phased them into the ground, trapping Juggernaut, before phasing herself the Martian Manhunter rose up out of the ground in front of Juggernaut, becoming solid. Cain snarled, and swung at him, but J'onn became intangible, letting the punch pass through him, as he placed his intangible hand into Cain's head...and then turned solid, but kept his hand semi-intangible. Cain screamed as he felt J'onn's hand in his head, but J'onn quickly phased his hand out...and made his other hand ultra-dense, before slamming it into Juggernaut's exposed chest.

Juggernaut roared, and swung at J'onn, who phased himself Flash ran at Cain, full speed, before leaping into a mid-air flip, to slam into Juggernaut, feet-first, right in Cain's face. Cain stumbled back, out of control, as Nightcrawler 'ported into his path, crouching behind him, causing the supposedly-unstoppable mutant to trip and fall flat on his back.

As Juggernaut struggled to his feet, a green force-field engulfed him, as Green Lantern lifted him up, and slammed him against the ground, and then spun him, before tossing him into the air, where Jean, having gotten her second wind, peppered him with fire-pulses, knocking him into the dam's reservoir.

In the water, Juggernaut sank like a stone...but was knocked senseless by Aquaman, who had leapt into the water after him. The Atlantean Prince slammed into him like a torpedo, knocking him this way and that, before grabbing him and booting him right out of the water. Juggernaut sailed into the air...and then a golden lasso looped around his arm, as Wonder Woman yanked him towards her, sending him flying with a punch. Cain hit the ground hard, trying to get up, but before he could recover, Rogue, using the last of her copied powers, grabbed him and tossed him across the dam.

Juggernaut skidded to a stop as he hit the ground, and quickly got to his feet, before he charged at Rogue...but Avalanche unleashed a tremor, generating a pillar of stone under Cain's feet, tossing him into the air...where Hawkgirl slammed him with her mace, knocking him back to the ground.

Cain roared in sheer fury, but Cyclops silenced him with several optic-blasts. Power Girl followed up the attack with a flying haymaker, and Krypto followed that by curling into a ball as he flew at Juggernaut. Both hits knocked him back about thirty feet, but he didn't stay down; he only got angrier, as he charged straight at Power Girl...

Superman instantly intercepted Juggernaut, slamming him with a punch to his face, stopping him and sending him flying fifty feet. Juggernaut quickly recovered, glaring at Superman, who glared back. "The last time we fought, Cain, you said you wanted me to 'quit sandbagging you'." he snapped. His eyes narrowed. "Well, be careful what you wish for!!!" With that, he flew straight at Juggernaut.

Cain swung at Superman as he approached, but Superman easily evaded it, and slammed him with a punch to the chest, using thirty percent of his maximum strength. Juggernaut was clearly shaken, but he still wasn't going down. Juggernaut punched Superman in the face, driving him back a few feet...before Superman countered with an uppercut, knocking Cain a few feet into the air...but Cain landed on his feet.

Superman's eyes narrowed. He'd had enough. It was time to end this. He flew at Marko, top speed, and tapped sixty percent of his max power.


Superman's punch shook the air, even the ground as it connected solidly with Juggernaut's face, sending Cain Marko flying into the open air. But Superman wasn't finished; he flew after Cain, flying ahead of him, intercepting his flight, before pulling his arms up, and unleashing a double axe-handle strike to Marko as he came near, sending him crashing towards the field below.

The ground rippled as Cain hit it, the impact shaking the earth for several miles around.

Slowly, Superman touched down at the edge of the dam, as the others walked over, looking down at Cain; he was still alive...but it was unlikely that he'd be doing any more rampaging, tonight.

Flash whistled. "I don't care what kinda genes you got...that had to hurt!"

"You can say zat again!" Nightcrawler agreed.

"You guys officially rock!!" Shadowcat exclaimed.

Wonder Woman blinked. "Um...thank you?"

Cyclops grinned. "Quite the team you guys have, here."

Superman nodded. "Yep."

"We get the job done." Green Lantern said.

"We'd better get down there," Superman continued, "in case Marko gets his second wind."

Cyclops nodded. "We'll follow you." he agreed. With that, Superman and the rest of their new team headed down into the field, as the X-Men followed.

Superman and his friends quickly encircled the spot where Juggernaut lay, dazed...before he slowly started to get back up. As he stood up, Juggernaut glared at Superman. Superman met his gaze. "Well, Marko?" he asked. "Had enough?"

Juggernaut snarled...which turned into a groan, as he collapsed back to the ground, landing flat on his face.

"Guess so." Aquaman said.

Wonder Woman smiled. "We do make a good team."

"That we do." Hawkgirl agreed. "I'm going to miss working with all of you."

As he looked among his teammates – his friends – Superman felt as he did when he'd been fighting crime with his pals in Metropolis. He couldn't explain it, but...somehow, teaming up with just felt...


"Who says we have to stop?" Superman said.

Flash blinked. "Come again?"

Superman gestured to all of them. "All of us...we're all different, yes, but we all have the same goal: to help people, and make the world better." he said. "As much as each of us can do individually, we can do so much more together."

Green Lantern arched an eyebrow. "So what are you suggesting?"

Superman took a deep breath. "I'm suggesting that we all stay a team; that we work together, to help people, and to fight for what's right." he answered. "Look, I know this may sound crazy, but I really feel that, together, we can do some real good in this world." He looked to all of them. "Well? What do you say?"

There was silence for a moment...and then Green Lantern smiled. "Well, after what's happened today, this world is going to need all the help it can get." he said. "I'm pretty sure the Guardians will let me be indefinitely assigned to this system; sign me up."

Hawkgirl nodded. "I still have yet to hear back from Thanagar, so until I'm otherwise ordered, I'm on leave." she said. She smiled. "I'm up for it."

"I had originally intended to assist on the request of my old friend Thor," Wonder Woman said, "but, after today, to simply retreat to Themyscira and ignore the cries of the innocents do so would be dishonorable." She smiled. "There is indeed much we could teach the people of this world...and much that Themyscira could learn." Her smile grew. "I would be honored to stand with all of you."

Aquaman sighed. "Cousin Namor would have a hernia if I did this." he admitted...before he smiled. "But with the way things are now, I figure I can serve Atlantis just as well above water as below it, so he'll just have to lump it. I'm in."

Flash grinned. "Are you kidding?" he laughed. "You know you can count on me!"

J'onn smiled. "I have no home to return to; Mars is completely lifeless." he said. "I must make Earth my home, now...and how better to serve it than by joining all of you?" He lightly bowed. "I would be glad to join you."

Only Batman, who had kept a slight distance from the rest of their circle, remained silent. "Well?" Superman asked. "What about you?"

Batman arched an eyebrow. "What about me?"

Flash chuckled. "Seven may be a lucky number, Bats, but eight feels luckier."

Wonder Woman nodded. "We could surely use your expertise."

Batman's expression hardened. "My first duty is to Gotham."

Superman shrugged. "I'm okay with that." he said. He looked to the others. "Any objections?"

No-one spoke.

Batman's expression turned he stepped into their circle. "If you ever need my can have it."

Superman smiled, as he held out his hand in the middle of the circle, palm down. Batman half-smiled, and extended his hand, placing it on top of Superman's. Wonder Woman followed suit...then Flash. Then Aquaman. Then Hawkgirl. Then Green Lantern. And then Martian Manhunter. Superman then placed his other hand on top of all of them, as they all looked to each other, smiling at their new teammates.

Superman grinned; he couldn't resist. "One for all, all for one."

Flash and Aquaman both groaned exasperatedly, while the others looked on in confusion. "Long story." Superman explained.

By then, the X-Men had caught up with them. "Well, sounds like you guys made it official." Power Girl said, smiling.

Superman smiled back, as they turned towards their friends. "You could say that."

"Merde...bad guys watch out." Gambit quipped.

"Yeah!" Shadowcat agreed. "You guys are, like, in your own league!"

Shadowcat's statement sent echoes of thought through Superman's he smiled. "You can call us...the Justice League."

Aquaman blinked. "'Justice League'?"

"Hey, I like it!" Flash said. "Got a nice ring to it!"

As the rest of the team – of the League – nodded in agreement, Superman smiled. "Well, names tend to stick, so 'Justice League' it is."

With that, the X-Men and the Justice League all looked down at the unconscious Juggernaut. "So...what are we gonna do with Sleeping Ugly, here?" Flash asked.

Superman smiled. "I think I know just where to drop him..."

U.S. Congress

As their debate continued, Charles could only watch the screen, as the Juggernaut closed on the dam...and then smiled as he saw the X-Men move to stop him.

"What on Earth..?" one Senator exclaimed. "What are those kids doing?"

"What they were trained to do." Charles said. "Those 'children,' Senators, are my students, the X-Men. We taught them to use their powers for the good of all mankind, human and mutant alike."

As the live-feed continued, the X-Men continued to fight Juggernaut, until they had seemingly defeated him. "And as you can see," Ororo added, smiling, "they are very good."

Suddenly, Juggernaut got back up, and threw a generator at the X-Men, missing, but hitting the news chopper, cutting off the video.

Senator Kelly sneered. "Obviously not good enough." He turned to the assembled Senate. "Fellow Senators, this illustrates the point I was making far more eloquently than any words I could have chosen. Mutants are completely out of control; you've just seen so, yourselves!"

"Senator Kelly..." Charles began.

The ignorant Senator steam-rolled right over him. "We have to get control of this situation; otherwise, the mutant threat will only become a more serious problem, in this country and the rest of the world! By having mutants register with the government – as any U.S. citizen would register to own a firearm – we can have a better idea of what mutant citizens are capable of, and thus be better prepared to deal with any problems that arise."

"We can understand your concern, Senator," Hank said, "but what you are proposing is a serious violation of individual human rights..."

Senator Kelly sneered. "Mr. McCoy, you have just said yourselves that mutants are not human." he replied. "A lot of people would argue, especially after today, that mutants do not deserve any rights." He laughed. "And what choice do any of us really have? Your students have just demonstrated that they are incapable of handling these kinds of situations..!"

"I wouldn't say that, Senator."

At that voice, Charles turned...and smiled, as he saw Superman and the X-Men, along with the others who had gone to help, walk into the building...with an unconscious Juggernaut over Superman's shoulder.

"What is the meaning of this?!" Senator Kelly shouted.

"Forgive the intrusion, Senator," Cyclops said, "but we are capable of handling things." He smiled at Superman and his comrades. "With some help."

Superman nodded. "See for yourselves." he added, as he tossed Cain onto the floor, in front of the Senate.

"Are you insane?!" Senator Kelly shouted. "If he wakes up..!!"

"If he wakes up and causes trouble, we'll just cream him, again." Flash said.

Superman smiled at Charles. "It's good to see you, Professor."

Charles smiled back. "It's good to see you, too, Superman."

Senator Kelly scowled. "And who are all of you?" he demanded.

"Senator, these are my students, the X-Men." Charles said, gesturing to the X-Men.

Cyclops nodded. "And as for these guys?" he asked, gesturing to Superman and his comrades.

Superman smiled. "You can call us the Justice League." he finished. "We came here to tell you that you don't have to be afraid of mutants, Senators; even if anything happens, all of us together can handle it."

Charles nodded. "As I said, Senators, all we wish is to live beside humanity in peace." he said. "That is all we wish to say." With that, he, Ororo, and Hank turned, as they all started to leave the Congress Building.

"Hold it!!" Senator Kelly barked. "You just barge in here and expect to just walk out?! People like you should be strictly controlled by this government!! Do you honestly think you can just walk out of here?!"

Batman turned, skewering Senator Kelly with a glare, causing him to freeze. "Do you honestly think you can stop us?" With that, they kept walking.

"Wait! Wait, please!" Senator Martin exclaimed. He looked to the Justice League. "Please...who are all of you, really?"

Superman paused, and looked to the rest of the League, and then looked back to the Senate. "Who we are doesn't matter." he said. "What matters is who all of you are." And with that, the League, the X-Men, and the rest of them headed out, leaving the Senate behind.

North Pole

Within the hour, the Blackbird and the Argo – the latter being summoned by Superman – had returned to the Fortress, and headed into the Main Hall. As they entered, the New Mutants all ran up to them. "Professor!!" Jubilee exclaimed, rushing up to hug their mentor. "You're okay!!"

The Professor smiled. "I am very glad to see all of you." he said. "We certainly have a lot to do, after what happened, today."

Superman nodded...and then froze, as he realized that Mark wasn't there. "What about Mark?"

Amara looked stricken. "After he sent that virus," she began, "he...he just turned into metal goo...and...and..."

"Was...was the virus successful?"

At the sound of that electronic stammer, everyone see Mark hobble into the Main Hall.

"MARK!!" Amara exclaimed, as she and the other New Mutants rushed over to hug him.

Ray laughed, his mistrust forgotten. "You stupid little metal nut!!" he exclaimed. "Only a real New Mutant could do something that stupid and live through it!!"

Mark weakly smiled. "I am glad that I was only knocked offline temporarily."

Superman smiled. "Well, Mark, yes, it worked." he said.

Cyclops nodded. "Well, everyone, for tonight, at least, it looks like all's well that ends well."

"Fine by me," Wolverine muttered, "just as long as it ends." With that, he walked off. "You all do whatever; I'm going to see if this place has a bar."

Everyone chuckled at that. "Perhaps we should all turn in, as well." the Professor said.

Superman nodded. "The Fortress' teleporter will take you to your rooms." he said. "We just have a few things to take care of." The X-Men all nodded, and headed into the teleporter; Power Girl and Krypto were the last to 'port – Power Girl smiled at him, waving, and Superman waved back, before she 'ported away.

Now, only the Justice League remained in the Main Hall. "We all have much to discuss," Superman said, "but I understand that many of you have lives you should put in order. Please, return to your homes, and put things in order; we can meet up, again, tomorrow morning, at the ruins of the Institute. If anyone needs a lift, the Argo can take you back."

"My ship went down." Batman said, and Superman nodded in agreement.

"I will remain here." J'onn said. "I have nowhere else to go."

The rest of the League nodded at that, and headed out, to either fly or run home, as Batman headed to the vehicle bay.

"J'onn," Superman called, as their Martian teammate turned to go, "I...I heard you say you were from Mars. Is that true?"

J'onn nodded sadly. "My people are extinct, now." he said. "I am the last Martian left alive."

Superman nodded. "J'onn...I am the last survivor of the planet Krypton." he replied. "If...if you ever want to talk, I'll listen."

J'onn's eyes widened. "Then...this yours?" he murmured. Superman nodded. "It is people never even came close to anything like it..."

Superman smiled. "Well, you're welcome to stay." he said. "I'll be back, soon; I need to give Batman a lift." With that, he headed for the vehicle bay, letting J'onn head further into the Fortress.

When Todd came to, he sat up...and groaned. 'Ugh...'anesthetic,' my'd think this would be an easy habit to break...'

Looking around, Todd saw that he was in Superman's crystal hangout, in the infirmary, he guessed. He was lying on a crystalline cot, with Wanda and Fred sitting at his bedside, both asleep, and across from him, unconscious, but otherwise fine, was Mystique. After testing his arm, he found that his shoulder was completely healed. 'Whoa...whatever medicine this place uses, it's a hell of a lot better than the stuff in any hospital...'

As Todd sat up, Wanda and Fred stirred. Wanda smiled sleepily. "Hey." she greeted. "How are you feeling?"

Todd groaned. "My shoulder's fine," he said, "but my head is killing me. For future reference, if I ever get hurt again, and the only 'anesthetic' is the kind you drink, do me a favor and let me die."

Wanda smiled. "Hopefully, that won't happen again, you goofy wart." she teased.

"Hey, you should've seen this place patch you up!" Fred exclaimed. "It was really cool; this place shone this beam on your shoulder, and then this white circle formed around your wound, and started closing it up! I think this place called 'em 'medical nano-bots' or something!"

Todd whistled. "Nice; pretty high-tech."

Wanda smiled. "Todd...for what you did back there...thank you." she whispered. Her smile turned a bit shy. "Look...don't get too worked up about this, okay? It's just because...I'm really glad you're okay."

Todd blinked. "Don't get too worked up about what..?" he began...but he froze as he felt a pair of silk-soft lips touch the side of his face.

Todd didn't dare move, or even breathe for almost a minute. 'Okay, it's official; I DID die, and went to Heaven...'

"Todd, breathe!!" Wanda cried.

Todd quickly took a breath, and then a few more; he'd been holding his breath longer than he'd thought. He smiled sheepishly. "Sorry I didn't turn into a prince."

Wanda's smile grew. "You goof." she said. "You already were a prince."

Todd felt that if he smiled any wider, his face would cramp up. "You know," he said, "one kiss didn't turn me into a real prince...but, you know...maybe two..."

"Oh, shut up!" Wanda laughed, before playfully hex-blasting him off the cot. "I'm turning in, you guys. See you in the morning!" With that, she left the infirmary.

"Todd!" Fred cried. "You okay, little pal?"

"YAHOOO!!!" Todd exclaimed, hopping up onto his feet. "I have a chance with her!!"

"Huh??" Fred said. "But...she just blasted you..."

"Well, yeah." Todd admitted. "But before, she blasted me 'cause I ticked her off; that time, she did it with love."

Fred chuckled, as he and Todd started to leave the infirmary. "Whatever, Todd. Whatever."

After the three children had left, J'onn phased out of the wall, smiling to himself. He couldn't help but find their antics amusing; Todd and Wanda reminded him very much of how he had acted around Xi'aa at that age...

The thought of his perished wife turned J'onn's expression sad. Turning towards the cot where Mystique lay, J'onn walked to her side, to ensure that she was alright, as the azure-skinned metamorph began to stir.

Slowly, Mystique opened her yellow eyes...which widened as she saw his red eyes. "You..." she murmured, sitting up. She paused, as she looked herself over, and then at her surroundings. "How...what am I doing here?"

"We managed to get you out." J'onn said simply.

Mystique's eyes widened. "M-My children!" she exclaimed. "Are they..?!"

"They are both safe." J'onn said.

Mystique calmed. "Thank you." she said softly. "But...who are you?"

J'onn smiled. "I am J'onn J'onzz, of Mars." he answered. "Recently, I have begun calling myself the Martian Manhunter."

Mystique's eyes went wide. "You're..?"

"...a Martian." J'onn said. His expression saddened. "The last one."

"I'm...I'm sorry to hear that." Mystique said softly. "But...why did you save me?"

"Because no family should be separated." J'onn whispered. "Not if it can be helped."

" said you were a parent." Mystique said.

J'onn nodded. "I had a wife, Xi'aa, and we had a daughter, K'imm." he whispered.

Mystique lowered her eyes. "Were...were you all...happy?"

"Oh, yes." J'onn whispered.

Mystique suppressed a sob. "I'm...glad to hear that." she said. " least you did right by your child..."

"You made mistakes." J'onn said. "Now you have a second chance, to correct them."

Mystique frowned sadly. "How can I? How can I even hope to make up for what I did?"

J'onn smiled. 'You could start by talking to your children.'

Mystique gasped in surprise. " did you...not even Xavier can..!!"

'We Martians have been refining our telepathic talents for many generations, Raven Darkholme.' J'onn said. "I hope you do not mind my use of your name; do you prefer Mystique?"

Mystique blinked. "Raven will be fine." she said softly.

J'onn nodded. "And, if you wish, you may call me J'onn." he replied. "For now, I will let you and your children converse."

Raven blinked. "How do you..?" she began, but J'onn simply became intangible, phasing through the wall.

Seconds later, Kurt and Rogue walked into the infirmary. "Mother?" Kurt asked. "Are...are you okay?"

Raven weakly smiled. "I'm fine." she said. "Are you both alright?"

"We're fahne." Rogue said. "But...Gawd, Mama, whah did ya do somethin' so stupid?"

Raven chuckled. "I'm a mother. Occasional bouts of stupidity are a job-requirement."

Kurt and Rogue both smiled. "Just...just don't do zat again, okay?" Kurt asked.

Raven nodded. "Okay." she agreed. Her expression turned sad. "Kurt? Rogue?" she whispered. "There's something I need to tell you both..."

After a long talk with their mother, Kurt and Rogue left the infirmary, letting Mystique get her rest. "Gawd..." Rogue murmured. "...we have a half-brother...a human, mutant-hating half-brother."

"Ja." Kurt agreed softly.

Rogue then grimaced. "But...then that means...that she and Sabretooth..."

Kurt shuddered. "Rogue, some things are just too scary to zhink about."

"Good point." Rogue agreed. Sighing, she started to walk towards the nearest teleporter. "Night, Fuzzy." she said, before she 'ported to her own room. Suppressing a yawn, Kurt followed his sister's example, and took the teleporter to his room.

The room Clark had generated for him – and all the others, Kurt reasoned – was of comfortable size, with a single bunk and two terminals: one for food synthesis, and one for communications, doubling as a phone and computer console. Yawning again, Kurt removed his uniform, stripping down to his boxers, and started towards his bed...

Kurt then froze. 'AMANDA!!' he thought. He hadn't spoken with her since yesterday. 'Mein Gott, she must be worried sick!!' Kurt darted to the comms terminal, and tapped it, activating the audio communication function. Instantly, the console brought up four holographic screens; one was a speaker designed for input, while two were designed for output, and the fourth was a map of the entire world. Kurt simply touched the North American continent, then the United States, then New York, and then Bayville, the map zooming in each time, until it was centered on Bayville. Fifth screen popped up, showing a holographic phone key-pad. Kurt quickly typed in Amanda's number, and waited...


Kurt mentally smacked itself. It was still late at night. Too late now. "Uh...h-hi, 'Mandy."

There was a momentary pause. "Kurt?!" Amanda cried. "Oh my gosh, where are you?! Are you okay?!"

"I'm fine, 'Mandy." Kurt assured her. "Ve're all fine."

"Why didn't you call" Amanda cried, her voice tearful. "Do you have any idea how worried I was?! I saw you all fighting that big robot-thing, Kurt!! could have been killed!!"

"Please, liebe, don't cry." Kurt soothed. "Ach, I vish I could have called, but zhe Institute vas attacked, and ve all had to run for it...and zen ve had to rescue zhe Professor..." Kurt stopped, as he realized that this wasn't making Amanda feel better. "Zhe important thing, 'Mandy, is zat ve are all fine. Ve just...have to hide out until ve can fix zhe Institute."

"Okay." Amanda whimpered, calming. "But...what was that thing?"

Kurt sighed. "Zat, 'Mandy, vas a Sentinel, a mutant hunter-killer robot."

Amanda gasped. "WHAT?!!" she cried. "WHY?! There's nothing wrong with you!!!"

Kurt laughed. "Oh, 'Mandy, if only zhere vere more people zat thought like you."

Amanda lightly giggled. "Will...will I see you soon?"

"I hope so." Kurt said.

"Me, too." Amanda replied. "Bye, Kurt. I love you so much."

"I love you, too, mein liebe." Kurt whispered. "Take care." With that, the call ended.

As the terminal powered down, Kurt walked to his bed, and lay down. The bed was surprisingly comfortable – it felt something like that 'memory material' advertised on TV, Kurt observed. Yawning again, Kurt pulled the silver blankets up over him...and simply became unconscious.

As she retired to her room, Jean couldn't help but feel strange. As the strange sensation grew, Jean looked down at herself...her eyes widening as she saw her fiery aura slowly kindling over her; as the aura passed over her, it began to change her uniform back to its normal colors, as her powers began to return to their normal levels. 'Phoenix?' she called through her mind. 'What's going on?'

Phoenix lightly chuckled within Jean's psyche. 'Oh, don't worry, Jeannie. I'm still here. I'm just...pooped.'

Jean blinked in confusion. 'What..?'

'I've been running on about ten years' worth of repression, Jean; I wasn't sure I'd last this long.' Phoenix said. 'I just need a break.'

Jean frowned sadly. 'But we just reconciled, Phoenix; I don't want to lose you...'

'Oh, I'll still be here, Jeannie. Like it or not, you're stuck with me.' Phoenix laughed. 'I'll always be there, to give you a pep-talk, and when you're REALLY in trouble, I'll help you out, like I did, tonight.'

Jean smiled. 'Thank you, Phoenix.'

'Any time, Jean.' Phoenix answered. 'Oh, and one more thing before I doze off; I'm sure the teleporter will let you visit Scott's room.'

Jean blinked, her face going rosy. 'Well...I guess so...'

Phoenix chuckled. 'Then why don't you drop by and make this little trip north a MEMORABLE one?'

'PHOENIX!!!' Jean mentally cried. 'I...I COULDN'T!!!'

'Why not?' Phoenix asked. 'You love him, you want him, and you KNOW he feels the same for you. What's the problem?' Phoenix's tone turned grave. 'If there's ANYTHING we should have learned from losing Annie, Jean, it's that we should cherish our loved ones while we still have them, because we never know when we might lose them.' She sighed. 'It's your choice, Jeannie; whatever you decide, I hope it makes you happy.' With that, Phoenix departed, retreating to the corners of Jean's unconscious, to rest up.

Alone with her thoughts once more, Jean considered Phoenix's words. She had nearly lost Scott, today; if she hadn't blasted Juggernaut when she had...

Not only that, but their lives were now more dangerous than ever. Mutants had been exposed; they could be attacked at any time, by people just like the Friends of Humanity. Nothing would ever be the same; every second that she and Scott had at peace was precious...

Standing up, Jean walked to her room's teleporter, and instructed it to take her to Scott's room; the blue light instantly engulfed her, taking her there. Jean smiled as she saw Scott, still in uniform, lying on his bed, lost in thought, trying to take in everything that had happened.

As he saw her, Scott automatically sat up, getting to his feet. "Jean?" he asked. "What are you doing here?"

Jean smiled. "I...I just needed to see you." she replied. Her expression saddened. "Scott...I...I almost lost you, tonight..."

Instantly, Scott walked over and embraced her. "But you didn't, Jean." he whispered. "You saved me."

Jean smiled weakly. "You would have done the same for me." she cooed. "But...nothing will ever be the same, Scott..."

Scott sighed. "I know, Jean. I know."

Jean smiled. 'Anything could happen to us.' she sent to him through their link. 'We should cherish every peaceful moment we have together.' Her smile grew, as she was pleasantly surprised by her own boldness; she would have to thank Phoenix, later. 'Why don't we make this little northern vacation a memorable one?'

Scott's eyes widened behind his visor. 'Jean...are...are you sure..?' he mentally whispered.

'Very.' Jean replied, smiling as she kissed him.

In the back of her mind, Jean heard a chuckle. 'That's my girl!' Phoenix said. 'Just let me help you out a little...'

Jean smiled as Phoenix whispered her idea. 'Jean?' Scott thought. 'Was...was that Phoenix?'

Jean's smile grew, as she nodded. 'She had an idea.' she thought back, as she sent it to him. Scott froze, unable to even think, as Jean smiled, and gently removed his visor; Scott automatically closed his eyes tightly, causing Jean to giggle. ' your eyes...'

Slowly, Scott's eyes opened, as a stream of red energy spilled from them...and crashed against the telekinetic wall Jean had generated. Jean kept smiling, as she slowly pushed the optic force back using her TK, aided by Phoenix and fueled by her love for this wonderful man...until she was holding the blasts back within Scott's eyes, with no damage to her lover's eyes...allowing her to see something she had only seen once, before, only too briefly.


Scott's eyes were a pure, pristine, iceberg blue, as deep as the Arctic Sea. Scott's awed smile mirrored her own, as he gently cupped her face. " are so beautiful...' he murmured. Jean smiled radiantly, her eyes closing in bliss, as she and Scott inched closer, until their lips touched, in a kiss more loving and passionate than any kiss they had ever shared.

Their kiss lasted for several minutes, as their passion grew to levels they had never dared reach...but this time, Jean tossed her inhibitions to the wind, as Scott did the same. Slowly, shyly, Jean reached for Scott's belt, never breaking their kiss, as she unbuckled it and tossed it aside...smiling as she felt Scott's wonderfully strong arms encircle her, and slowly undo her uniform's zipper, before slowly sliding it off her shoulders...

A single, logical thought managed to struggle to the front of Scott's mind. 'Jean...wait...we...we aren't...I don't have any...' he thought.

Jean mentally giggled. 'Don't worry, Scott.' she shushed him, loving him for his consideration. 'I've been on the pill for several months. We're safe.'

With that, she pushed any other silly worries from his mind, as they stayed in this sacred that they would remember and cherish for the rest of their lives, no matter what happened to them.

After giving Batman a lift back to Gotham City, it only took minutes for Superman to take the Argo back to the Fortress. After docking the Speeder in the Fortress' vehicle bay, Superman walked into the Main Hall...and smiled as he heard a familiar bark, seconds before Krypto leapt at him, knocking him off his feet, as Krypto licked his face. "Okay, okay!" Superman laughed, sitting up and scratching Krypto's ears. "I'm glad to see you, too, boy!"

As Superman stood up, he smiled as he saw Alison, still in uniform, walk up to him. "Hey." she cooed. "It's been quite a day, hasn't it?"

Superman nodded. "It sure has." he agreed. Then, he paused, putting a hand to his head, still woozy from the Kryptonite blast he'd taken.

Alison instantly noticed. "It's the Kryptonite those bastards used, isn't it?" she whispered, moving to his side. "God...the thought of that stuff in their hands..."

"It's the same as having the Sentinels in their hands, Alia." Superman soothed. "We can't let our fear rule us."

"You're right." Alison cooed. "Besides, you have a new team to back you up."

Superman nodded. "I really feel that we – the League – can do some real good out there, Ali."

Alison nodded, her smile becoming a bit wistful. "I...I guess everyone has to leave, sooner or later..."

Superman froze...and then smiled warmly. "Taushi, who said anything about leaving?" he said.

"Well..." Alison whispered, " that you have a new team, why would you need to stay with us..?"

Smiling, Superman embraced his precious Alia, holding her close. "Ali, you – all of you – are my family." he promised. "Yes, sometimes I'll need to take care of League business, but I am not leaving the Institute...and I am never leaving you." His smile grew. "Things have just changed, a bit, that's all."

Alison smiled back, and then sighed. "I'll say." she agreed. Her expression became sad. "I guess my career is officially over, now; so much for that concert I had, tomorrow night."

Superman arched an eyebrow. "Why?" he asked.

"Well...nobody's going to want to hear me sing, with all the anti-mutant sentiment around..."

Superman chuckled. "Give people a chance, Ali." he gently chided. "That sounds like Magneto talking."

Alison chuckled at the joke. "Even...even if my career is over, Clarkie," she cooed, "as long as I'm with you, as much as I love singing...I'll be okay."

Superman smiled. "Don't count yourself out, just yet, taushi, that's all." he said. At that, Alison smiled, as her hand went to her neck, as she absently traced the pendant that he had given her for Christmas.

Alison noticed his gaze falling to the pendant. "I've taken to wearing it for good luck." she cooed. "It was a good thing, too, after the Institute was destroyed." Her smile turned shy. "This is my most precious possession, Clarkie; you gave it to me...when you told me you loved me."

Slowly, Krypto walked out of the Main Hall, smiling his canine smile, letting Young Master and his Mate have their time together.

Alison's smile grew. "Clark?" she whispered. "There's...something I wanted to tell you." She took a deep breath. "I'm ready."

Superman blinked. "Ready? For what..?" he began...and then he understood. "Alia," he whispered, "are you sure?"

Alison nodded. "I was planning to tell you, today...and then...all this happened." she cooed. Her expression turned worried. "And after what happened, I want to make every moment we have count." She smiled again. "I want you, Clark Kent."

Superman felt like he'd been hit with Kryptonite...except that the dizziness that Alison had just caused in him was accompanied by a sheer joy that only flight could produce. Smiling, Superman leaned down to his taushi, and kissed her. "I want you, too, Alison Blaire." he replied softly.

Alison's blissful smile mirrored his own. Slowly, their hands entwined, as they stepped onto the teleporter, before 'porting to Clark's room.

Clark's room was identical to the ones he had created for his friends, except that it housed some of the things he had left in the Fortress, such as the red flannel jacket he had worn the day he'd left home, and his Pa's prized Clint Eastwood movie collection. Alison smiled as she looked around. "I like your room." she cooed.

"Thanks." Superman – Clark – replied, smiling. Slowly, he and Alison sat at the edge of the bed, as Clark tried to calm his thoughts, which were wonderfully jumbled by Alison's statement. "Well..."

"Yeah." Alison agreed, lightly blushing. "I'm...a little scared, tausha."

"I am, too, taushi." Clark admitted. Then, he smiled gently. "Ali, I love you, and I don't want to pressure you..."

"I love you, too, Clark, and you're not pressuring me." Alison said. She smiled. "I'm ready." At that, Clark smiled with goofy joy, as he and his beloved Alia leaned towards each other, their lips meeting in a loving kiss.

Their kiss slowly kindled in passion, as Clark lovingly embraced Alison, his hands exploring her slender back, finding the zipper of her uniform, and undoing it, before tenderly slipping it off of her, sliding it completely from her, before slipping her long gloves off, revealing his precious taushi in nothing but her blue panties, the pair with his crest on the front, her pendant around her throat, resting just above the swell of her bare breasts.

Alison lightly giggled, momentarily breaking the kiss, before her hands moved to his belt, unbuckling it, and tossing it aside, as she helped him remove his uniform's upper part, exposing his chiseled torso. Alison smiled as she gazed upon him, giggling as Clark pulled her close to him, snaring her in another kiss, savoring the softness of her breasts pressing against him, as he tenderly slipped off her panties...revealing his beloved Alia in all her glory.

Clark momentarily broke the kiss to gaze upon her...and almost forgetting how to breathe. He smiled. "Radiana..." he whispered intimately, in Kryptonian. Beautiful...

Alison smiled shyly, before she answered...making Clark immensely glad that he'd started to teach her the Kryptonian language. "Ia paruno Iu." I am only for you...

Smiling with stupid joy, Clark momentarily stood up, and removed his boots, uniform pants, and boxers, before sitting back down with his taushi, pulling back the silvery blankets, letting her climb in, and then lying next to her, never breaking his gaze upon her for a second.

Clark embraced his Alia, holding her close, as Alison wreathed her slender arms around his neck, their noses touching. Alison smiled. "I...I can't believe this is happening..." she whispered.

"Neither can I, taushi." Clark whispered, smiling, before he kissed her, savoring her blissful moan, as she responded with equal fervor.

Their kiss grew in passion slowly, as they savored this sacred moment, this sharing of each other. Holding her close, Clark began to caress his taushi's bare breasts, causing her to gasp with pure pleasure. Their desires began to kindle, flaring to levels undreamed of; slowly, Clark rolled Alison to his side with loving care, before moving on top of her, as their passion grew more and more heated...

Alison broke their kiss for a moment. "Amia mias..." she whispered, her eyes closed in utter bliss. Love me...

Clark smiled at her lovingly. "I'tu'ri'la." he replied. Forever. With that loving declaration, Clark leaned down, to seal his taushi's lips with a kiss...

...and no more words were needed.

Coming Soon:

The Professor has been rescued.

The Sentinels are gone.

But the hardest truth remains: mutants have been exposed worldwide.

Will hatred and prejudice make the X-Men's future a harsh one?

Or will the world's newest super-team make a difference?

Find out, in the final chapter of this epic story, coming to your computer soon…