The Pan-Asian School for the Unusually Gifted, or what is left of it, floating through space:
'So the professors, to protect us from some super-ugly bad guys, shot us into space?' exclaims the girl called Pom-Pom. Shri tells her that it is the panic room, and reminds her that they were getting overrun by those monsters. Gang, who floats at some sort of control panel, tells the girls that according to his helmet-scans, he believes they are of alien origin, and reports that there are galactic APBs out for them as associates of the interstellar terrorist, Thanos. 'Ugh, Gang, you're such an annoying know-it-all' Pom Pom mutters. Shri tells Pom Pom that Gang is also the only one here who can get them back in the fight. 'Unless you want to sit this one out, Pom' Shri adds.
Sweat on his brow, Gang declares that overriding the parental locks on the control mechanism was simple enough, but the actual course plotting is tricky, as the Atlantean school sent out a general distress call, but they don't have enough fuel to make it there. Pom Pom tells Shri that she is not sitting out a fight, before asking her if she knows about Gang's condition. 'He has MS' she explains, asking what good he is going to be in a fight.
In Wakanda, the surviving students of the Wakandan School for Alternative Studies have gathered by a very large rock. The young man in the blue and white costume, Blocks, tells his fellow students, the shirtless man called Bull and the young woman called Asha, that they should stay here and defend the red rock, just like their ancestors did two hundred years ago. He adds that it was here that their forefathers slew thousands of the invading horde, forever staining these rocks red. 'If Wakanda falls now, we will be all that is left' Blocks states. 'Spoken like a true coward, Blocks' Asha declares, reminding him that Queen Shuri sent them here to keep them out of the way. 'We're not children anymore' Bull adds. He tells Blocks that he is welcome to stay here, but that he and Asha are going back to defend their homeland. He suggests that they get going, and states that those too weak or unable to fight may remain here. 'Those with honor...follow' he declares. Suddenly, 'Look!' Blocks exclaims, pointing to the sky, where a fiery object can be seen plummeting towards the Earth.
Gang, Shri and Pom Pom are strapped back into their seats 'He's going to kill us' Pom Pom exclaims. Shri tells her to have faith, and adds that a warrior's destiny awaits them. 'If we die now, we will just be reborn to fight again' she points out. 'You are not making me feel better about -' Pom Pom begins, but Gang interrupts, announcing that the override is mostly succesful, he then initiates the crash sequence. 'Hold on -' Gang declares, as their small craft streaks closer to the Earth, then lands against a barren landscape, sliding across the ground, creating a massive crater, until eventually coming to a stop. Shri tells the others to prepare themselves for battle, as they have no idea what enemy lies in wait. 'Good. I'm itching for a fight' Pom Pom exclaims. Standing nearby, Bull, Blocks and Asha look less than impressed, and Bull tells her 'You want a fight, girl...you got it'.
Meanwhile, at what is left of the Avengers Academy, in what is left of Palo Alto, California. Dr Hank Pym tries to sit up amongst the ruined campus, while under some rubble, voices can be heard. Kid Omega tells Sprite that he didn't know she was a a pilot. 'Flying is flying' Sprite replies. 'But how'd you hack the controls? I've been trying to steal one of these for years' Quentin remarks. Sprite tells him that there is no controls to hack this one, and suddenly, the Quinjet bursts up through the rubble, heading skyward. Also in the Quinjet are their fellow Jean Grey School students Genesis and Shark Girl, Finesse, Lightspeed and Striker from the Avengers Academy, Box and Loch from the Braddock Academy and Bentley and the three evolved Moloids from the Future Foundation. Sprite informs Quentin that this is one of the old Quinjets from the museum. 'They haven't used these old Quinjets for like a hundred years' she adds, before asking Box if he is able to get them there. 'Yes, ma'am' Box replies. Sprite asks Striker how their power is, to which Striker tells her that it is good. 'Looks like the jump-start I have this antique was good enough. Should be able to make it'. Quentin frowns and asks Sprite who made her captain. She ignores him and instructs Box to set in a course for Atlantis.
At that moment, above the surface of Atlantis, a green aircraft has come to a halt, as the three surviving students from the Latverian School of Science – Morg, Pan and Demona – along with a female Doombot, are battling against a horde of flying monsters. 'Thought we'd have to go underwater to fight these bozos. But it seems they're leaving Atlantis' Morg declares, while Pan remarks that he thought the other schools were meeting them here. The Doombot blasts a monster with a surge of energy and states that sensors indicate two unidentified incoming bogies. 'Well, they better hurry up. We are getting our butts -' Pan begins, before screaming as he is overwhelmed by a monster. The Doombot instantly leaps at the monster, 'Student rescue maneueer 14:8 initiated!' the Doombot declares as it knocks the monster off the ship, and falls to the water itself. 'Is it just me or are you guys strangely attracted to the Doombot?' Pan asks, looking over the edge of the ship.
'Finally! Somebody I can sink my teeth into without getting expelled!' Morg exclaims as he opens his mouth wide, teeth at the ready to bite into the neck of one of the monsters. Demona fires a blast of energy at the monster flying above her and declares that she doesn't know what smells worse – alien, or burning alien. 'From the girl who always smells like burning eggs, you probably shouldn't talk, Demona' Morg tells her as he holds one of the monsters over the edge of the craft. Demona tells Morg that you can't choose your parents. 'I'm hellspawn. We tend to always smell like Brimstone' she explains, when suddenly, another monster drops down from above and grabs Morg, taking him into the air.
'Hold on, Morg!' Demona calls out, but as she moves towards him, a monster reaches out to grab her, and she falls into the ocean. Looking down through the water, Demona sees Atlantis beneath her – it is in ruins. She swims back up to the surface, where she sees the monsters have forced the aircraft into the water. 'This... this... is hopeless' Demona utters.
Back in Wakanda, extra arms materialize around Shri, each holding a weapon, 'Stop! We're all on the same sides here!' Shri exclaims, adding that they got a distress call from the Latverians, so they have to get it together and get to Atlantis. 'Yeah? Who put you in charge? Andv why would we Wakandans want to help the Atlanteans?' Bull demands. Pom Pom stands behind Shri, energy ready to strike, she tells the Wakandans that the Atlanteans' city has been destroyed, they need help, and no one is there. 'What kind of spineless jerk hides under a rock until the dust settles?' she asks, while Shri declares that they are all on the same side here, so they should calm down for a second. She adds that they need to get to Atlantis, and that Avengers Academy is on their way, and so are the Latverians. 'The Atlanteans flooded our homeland...good riddance' Bull tells her. But Blocks remarks that this will be their chance to show that they are bigger than that – to be heroes. 'Yeah, great. How do we get gthere? Someone here foing to fly us all across the Earth?' Asha asks. 'It's ready!' Gang calls out from where he sits on top of the craft. He reports that it is fixed, and that he re-routed the life-support to boost thr power, so they have just enough energy to get them to Atlantis.
In the Quinjet, Sprite tells Striker to get everybody ready, as they are right over Atlantis. 'Heads up, everyone...!' Striker shouts to the back of the Quinjet. There is suddenly a loud WHUMPPP, and Striker turns back to Sprite, asking her what is wrong, what she did. 'It wasn't me...' Sprite replies, when suddenly, the roof above Finesse is torn open, and a large flying monster appears. 'Finesse! Look out!' someone shouts. Finesse looks up, and remembers watching Captain America one time he was training. What struck her was the way he remained calm at all times – he had an economy of movement, no motion was wasted. Her seat is ejected through the tear in the roof, and out in the open air, Finesse leaps from her seat, recalling that it made Captain America seem faster than he actually was, but he wasn't quicker than anyone else. He was just thinking quicker. Finesse hits the monster, and it topples backwards, as the Quinjet plummets into the water. Finesse tells herself that she sees wasted movement all around her, and all she can think is maybe the teachers were right to keep the students all locked up for their own safety.
Meantime, in the orb-shaped craft that now houses the Pan-Asian and Wakandan students. Examining some maps, Gang declares that they are here, but that there is something in the air, an explosion. 'It looks like... oh no... get ready! Bogey incoming!' he announces, wide-eyed. 'What?' someone asks. 'Hold on!' Gang warns everyone, as the vessel is struck, and part of it is blown off. 'What was that...?' someone asks. Gang reports that his scans are analyzing now, and reports that they have just hit a vintage Avengers Quinjet – or what was left of one. The orb trails through the air, above the water for a time, before landing with a large splash. The orb then bobs up to the surface. A panel is blown out on top, and the six young super-beings climb onto the top of the orb. 'Nice landing' Bull remarks, before Shri asks Gang what the situation is. 'According to all available intelligence my helmet has gathered...the situation is... dire'.
Indeed, Shark Girl, Box and Loch are all underwater, where at least one monster can be seen moving towards Loch. The Doombot is in the air, blasting away at a monster, while Genesis flies towards anogher. Sprite flees from one of the flying monsters, while Lightspeed has grabbed hold of Bentley and flies quickly past another monster. Finesse is still in the water, she tells herself that she knows she should be scared, as nothing they have ever learned in school has prepared them for any of this. Genesis extends his arms and slams two monsters together, while Finesse realizes that her abilities are overriding any inclination to be terrified. She learns by watching, she is a master swordsman, martial arts expert and she can speak every known language and a few unknown ones. She learns from watching and can pick anything up immediately. 'Agh! Get off!' Genesis calls out as two monsters attack him. Finesse decides that what she is watching is amazing. 'Too easy!' Quentin calls out from where he stands on a piece of the Quinjet, forming a telekinetic gun. Finesse tells herself that she is watching kids fighting monsters, watching some of the potentially strongest heroes on Earth getting their butts kicked. At that exact moment, Quentin is smacked off the debris and into the water by a large monster that landed behind him.
Box is dragged up out of the water by one of the monsters, while the three evolved Moloids watch on a piece of debris nearby. 'No!' one of them shouts. 'Ben substitute has been hurt!' another declares. One of them remarks that water is not their element. 'We are out of our element' another agrees. 'We do not like the elements' the third comments. Finesse tells herself that she is watching kids struggling to remember their training and being overcome with fear. Bentley clings to a piece of debris, while Finesse thinks that she is watching kids she has never seen before, and is learning. 'This is pointless. These aliens are obviously leaving Atlantis. This group is nowhere near the size of the one we left behind at the Academy' Benltley remarks, while Pom Pom holds herself up above the water on the strands of energy that she commands, 'Yeah? Well, they're still trying to kill us. You better start thinking someone to death, Bentley, or you aren't gonna last long' Pom Pom warns him, as Finesse decides that she is learning maybe they don't know it all.
Finesse continues to think, that maybe they aren't ready, maybe the professors were right. But they definitely have the power. Finesse leaps out of the water, and kicks one of the monsters that climbs onto the Latverian craft to grab Pan. She kicks the monster again, and Pan grins at her, 'I am in love! What's your name again?' he asks. 'And the ability' Finesse realizes. Suddenly, 'No Watch out!' Loch calls out from the surface of the water, where Striker fires a surge of electrical energy at a monster nearby – and the electricity runs along the water, zapping Loch as well. Blood pours from his arms, as Loch starts to sink into the watery depths. Finesse is watching them all, she is learning that power and ability can only get you so far. Shark Girl, in her shark form, swims towards a monster and attacks it. Finesse knows that they are outside the schools now, and that the world is a big place – the problems are bigger than any one of gthem. She reallizes that they have all forgotten their training in the heat of a real battle. The monster attacked by Shark Girl sinks, leaving a trail of blood behind it, while Finesse decides that the world is danger is bigger than them all, and if they don't start working together, it is going to swallow them up.
And at that very moment, an enormous sea creature starts to emerge from the water, its gaping mouth surrounding the downed aircraft, and the various students, while a mysterious blue-skinned woman hovers in the air above....