Forty-five minutes from now…
Phoenix speaks into the X-Men’s communicator, desperately trying to call anyone for help. The haunting message, parts of which haunted Bishop in his own time, is played over the communicator.
Nobody answers her cry for help.
At the Xavier Academy, Professor Charles Xavier stares at an old photo of himself with Erik Lensherr from a time when they were still friends. He remembers some important words: “Anything worth having is worth fighting for.” He becomes infuriated at their stupidity in thinking that they could change the world. Xavier throws the picture into the fireplace. Xavier telepathically contacts all of the X-Men on the grounds, referring to them as his “former students.”
The X-Men gather in Xavier’s study, perplexed that he would call off the search for Juggernaut. Xavier insists that there are more pressing concerns at hand. Gambit protests, claiming that Juggernaut almost killed him and Bishop. Storm asks Gambit to listen. Cyclops is relieved to see Jean again, as their telepathic bond was severed a half-hour ago. Jean doesn’t speak to Cyclops right away, as she realizes it will break his heart to know that Xavier is the cause of all the problems of late, and that Xavier is Onslaught. Jean recalls that trust used to be the defining characteristic of the X-Men, but that things have changed dramatically of late. When the X-Men found Juggernaut beaten weeks ago, the only thing he could say was “Onslaught.” Later, Post attacked them, claiming to be “testing” the X-Men before they could confront Onslaught.
Jean believes that the only advantage the X-Men may have on Onslaught is that she knows his identity, while he does not know this. She begins to discreetly probe Xavier for any psionic weakness.
The X-Men gather around Xavier’s chair to hear his words, and Xavier admits to Gambit and Wolverine that he feels more awake than ever before. He speaks to his team:
“I made a mistake. A simple, tragic mistake. An honest mistake. But a mistake nonetheless. I believed in us.”
Xavier proceeds to tell the X-Men about his despair and disgust at the situation he has faced all his life. He is realizing that they will never be able to forge a better tomorrow. For all the work they have done to try to show humanity that there is nothing to fear from mutants, there is nothing to show for it. On top of that, there are far too many less-enlightened mutants out there with no desire to help things. Both sides make things worse each day. For every murdering pack of Gene Nationals, there is another breed of Sentinel being produced. For every Exodus and Acolyte and Emplate, there is an X-Cutioner or Graydon Creed or zealot with the Friends of Humanity. Xavier declares that it is time to take control and solve these problems.
The X-Men are stunned by this declaration. Cyclops looks for some clarity from Jean, but Jean is too busy trying to probe Charles’ mind, but finds nothing of use. Xavier tells Cannonball that he means to help people who are unwilling to help themselves: “tending the flock,” he calls it. Phoenix thinks that this may not be the disaster she thought it would be. Jean thinks to herself that Onslaught may have only been toying with her and Juggernaut, and turns in horror, as she sees the Crimson Gem of Cyttorak sitting on Xavier’s desk, with Juggernaut imprisoned inside it. Jean realizes that this truly means that Xavier is mad – and there is no more time to think about it. She cries out to everyone to act now.
The room fills with psionic energy, and a deep voice fills Jean’s head. Onslaught reveals himself to Jean, and informs her that she has accomplished far too little, too late. The X-Men can no longer hear her, nor can they see the energy filling the room. Energy, which Onslaught claims he wields – and energy which wields him. Jean begs for Xavier to fight Onslaught’s control, but Xavier merely looks at her with disdain, and swats her away with a psionic “muzzle,” prohibiting her from using her powers.
The X-Men rush to Jean’s aid, and Cannonball is frightened – he suggests that the X-Men turn their attentions to Xavier.
Onslaught reveals himself to the X-Men for the first time, rising in his armored form and announces that there is no more Xavier, only Onslaught. Jean demands to know what happened to Xavier, and Onslaught replies that they are all confused – he did nothing to Xavier, but rather, Xavier did something to him. Onslaught says that Xavier created him in his own way to do what Xavier could not. He was forged out of the crucibles of fear, frustration, and rage at what was happening to mutantkind. He was nurtured by all of Xavier’s darkest desires, and incubated by the suppression of those emotions.
Wolverine growls at Onslaught, and informs him that nobody ever said that Charles was a saint, least of all Xavier himself, and that there must be more to this story. Onslaught tells him that there is much more, more than he could possibly imagine. Onslaught orders the X-Men to follow him, as they followed Xavier before him. They have a world to set right, according to Onslaught. Bishop asks if Onslaught intends to impose his will upon humanity to accomplish this goal. Onslaught replies that free will is a privilege that humans need not be allowed to abuse. Cyclops says that for someone who claims to be a creation of Xavier, he sounds a lot like Magneto. Onslaught turns, enraged. To prove that he knows the X-Men better than they know themselves, he reduces Wolverine’s mind to the state of a frightened cub. He prompts Iceman to rearrange his body on a molecular level, forming an ice sculpture that looks like Onslaught. He then makes Storm believe she is still a child trapped under a ton of stone and steel. Storm begins to panic, and screams for her mother.
Cyclops cries out that he has seen enough, and blasts Onslaught. The creature flies backwards, shocked that Scott would lash out at Xavier. Cyclops says that no matter how painful it will be to stand against him, they won’t rest until Onslaught is defeated. The X-Men gather and prepare to fight. Onslaught mocks them again, asking if they truly comprehend what has happened.
“I am as much Professor Xavier as I am M—one other!”
Onslaught says that there is a part of him that refuses to destroy what Xavier has worked so hard to create, and that Xavier believes the X-Men will still follow him. Onslaught disappears to do some “other things” around the mansion, and leaves the remaining X-Men behind, frozen in their tracks and unable to move. Cyclops notes that Xavier has the power to do this, but this is cruel. Jean says that they need to use their powers just as creatively.
Suddenly, the floor begins glowing with kinetic energy, and everyone is free to move around again. However, the glow does not stop getting brighter, and the floorboards explode. Gambit apologizes and says that it might have been a little extreme, but at least it worked. Bishop worries that it shouldn’t have worked. Jean theorizes that perhaps Onslaught isn’t fully in control of Xavier’s mind just yet.
Jean reveals to the team that earlier in the day, Onslaught pulled her forcibly into the astral plane. She explains that Xavier seemed to be trying desperately to fight Onslaught from within. Gambit tells her not to worry about it, and to gather and stop Onslaught cold. Wolverine and the others hesitate, worrying about having to fight their mentor. Bishop suggests that it won’t help anything to fight him with their hands tied. Gambit agrees, and says that if Bishop can figure it out, then they all should agree, as Bishop has wasted the last few years looking for the “traitor” to the X-Men that got them all killed. Bishop is stunned, and realizes that Onslaught may be the reason that Bishop returned to this time from his future.
Cyclops tells them to worry about it later. He orders Storm, Phoenix, Wolverine, and Cannonball to go to the Professor’s ready room, to get rid of the hard data on the mutants down there. The rest are to go to the Cerebro unit, to avoid letting Onslaught have a means of recruiting mutants for his cause. Beast hesitates, asking if some should stay behind and prepare for Onslaught’s return. Cyclops refuses, saying they can’t risk being separated further. The Dark Beast thinks to himself that he will not follow the X-Men into a situation of certain death, and believes he can turn the situation into one advantageous to himself. He believes that Onslaught will win the battle, but Iceman interrupts his thoughts by grabbing him and dragging him behind everyone. Cyclops worries at the thought of having to face the mind that trained them all.
Four Freedoms Plaza, New York:
Susan Richards looks out the window of the Fantastic Four’s headquarters. She wonders why she is filled with a sense of dread, especially now that finally, her son has been returned to her, and the entire Fantastic Four is united. She feels as though something is about to go horribly wrong.
Meanwhile, Reed Richards attempts to fix a toaster, while the Human Torch enjoys breakfast and Thing reads his horoscope. The horoscope says that “you are about to go on a trip with twenty of thirty of your closest friends.”
Little Franklin Richards, son of Reed and Sue, talks to his new friend, li’l Charlie, unnoticed by the others. Franklin asks Charlie if he wants some milk. Charlie, a psionic apparition of Onslaught, says that he is just there to talk. Charlie asks Franklin if he ever gets scared. Franklin says no, and offers Charlie milk again. Charlie begins to get angry, and tells Franklin that the world fears and is mean to people who look like his family, because they are different. He says that sometimes, different people need to be protected. Franklin says that that is what his parents are for. The boy appears confused, and again offers Charlie some milk. Charlie reacts with rage, and throws Franklin’s glass across the room. Susan looks sternly at her child, asking why he would throw a glass on the floor. Franklin says that it wasn’t him, it was Charlie. Susan looks angry, and Reed picks up Franklin to go help in the lab. Charlie worries that he needs to control his temper if he wants to control Franklin’s powers.
Xavier Institute, Westchester:
The X-Men combine their powers to blow the door off of Xavier’s study. Right away, Storm gets to work attempting to disable and delete all of the stored information on the computers. They notice that on the recently accessed files, Franklin Richards and Nate Grey appear repeatedly. Sam thinks that maybe the Richards family asked for help, but Storm thinks there is a far less benevolent reason. Bishop wonders if there’s a connection between the Nate Grey files and the fact that Xavier fought him several weeks ago. Sam says that they should just blow the place and go. This angers Wolverine, who pops his bone claws and threatens to gut him if he doesn’t shut his yap. Sam continues to act panicked, and blasts straight into Wolverine. Bishop and Gambit suspect that Onslaught is controlling Cannonball’s mind, and they should have seen it coming. Bishop realizes that he’ll need to use some of his stored energy to take down Cannonball. He blasts Sam, and Onslaught reappears. Wolverine says that he just doesn’t see a resemblance to Xavier in Onslaught. Wolverine says that he looks a lot more like Magneto, but he is cut off by a psionic blast right into the X-Men’s minds. Onslaught says tat he is enraged, disappointed, and frustrated that the X-Men will not follow him, and is tired of their betrayal, he tells the X-Men to taste their greatest fear, the mind of Xavier – unleashed. He knocks all of them to the floor.
Avengers Mansion, Manhattan:
While the X-Men struggle to fight Onslaught in Westchester, Nate Grey pleads his case to the Avengers, begging them for help as Onslaught will surely attack the city. Nate complains that the Avengers refuse to take him seriously. Vision replies that it is difficult to do so, as Charles Xavier is an old and trusted Avengers’ ally. Scarlet Witch insists that they will look into it, but Nate insists that they need to act now, as he is already inflicting damage. Thor looks on in shock, as Nate suddenly freezes and begins to bleed. Captain America orders the quinjet immediately, so they may question the X-Men in Westchester immediately.
Xavier Institute, Westchester:
Onslaught lifts the body of Bishop, as the remaining X-Men lie unconscious on the floor. He tells Bishop that he never would have succeeded without Bishop’s memories of the Age of Apocalypse. With Bishop’s memories, Onslaught has learned how Apocalypse created a less benevolent version of the future Onslaught seeks. Onslaught mocks the irony of the situation – how he could never have done what Bishop came from the future to stop without Bishop’s own memories.
Meanwhile, in the Cerebro chamber, Dark Beast smiles with glee, as he examines with awe the files on almost every mutant on the planet. Cyclops asks what the point of it all is, and Beast says that he just finds it “fun.” Cyclops says that the minute he severs the connection, Cerebro will become little more than a ghost in a shell. Iceman watches the door intently, saying that Onslaught gives off enough ambient energy to detect him immediately. Suddenly, Iceman lashes out with a blast of ice, and surprises Onslaught. Iceman could see the heat flowing from Onslaught, and focused on this rather than any other form of perception. Onslaught marvels at Iceman’s improved skill, then, as Cyclops orders the rest to attack, Onslaught turns Cyclops’ own blasts on the others, first on Jean, then Bobby, then causes them to feed back into his own head. Beast begins clapping and pledges allegiance to Onslaught immediately. Onslaught asks what the Beast of another reality could offer him, and Beast offers his “resources.” Onslaught insists that there is nothing he could offer, but starts to stagger and topple in his tracks. As Beast catches Onslaught, he says that he is not as powerful as he hopes to be. He asks Hank if he truly wishes to serve, and Henry replies yes, but Onslaught cuts him off immediately by siphoning some of his thoughts. Onslaught says that Xavier is resisting him. McCoy does not understand, as he thought that Onslaught and Xavier were one. Onslaught says that he is not supposed to understand, but one among the X-Men may be able to help.
Later, Onslaught strings Jean up in the study, telling her that if she would choose not to give up her thoughts willingly, he would forcibly tear them out of her mind. He asks Jean to scream for him. Jean continues to resist, and Onslaught drops her to the floor. Onslaught demands that Dark Beast begin disposing of the bodies of the X-Men, beginning with Jean, but Jean has escaped. Onslaught orders McCoy to find her immediately, before she is able to summon help. Jean rushes into the shielded Z’Nox chamber, where Onslaught cannot read her thoughts. Here, Jean begs for help from Havok, Nightcrawler, Banshee, or Cable – anyone from the other teams that may be available. Onslaught rips into the chamber, berating Jean for not accepting the inevitable.
As Jean finishes her fateful message, Onslaught knocks her down – but Cyclops and Wolverine attack from above, surprising Onslaught again. The X-Men have reunited in the Z’Nox chamber, where they will make their last stand against Onslaught. All of the X-Men pool their powers into Onslaught, as Wolverine and Cannonball attempt to break his armor open. Gambit tells Iceman that none of his nightmares are this bad. Bishop worries that he has failed in his mission by failing to protect Charles Xavier from himself. Bishop continues to blast Onslaught, until finally, the body stops writhing in resistance. The X-Men gather, frightened by the possibility that they just killed their own mentor. However, Onslaught’s voice echoes in Bishop’s mind.
“You realize, of course, that this is all YOUR fault. Because of your failure, Bishop – EVERYONE dies!”
Onslaught releases a blast of psionic energy at the X-Men, but Bishop jumps in the path of the blast, intending to sacrifice himself, but absorbing all of Onslaught’s attack. Onslaught looks on in shock, because he had just released enough energy to kill a thousand mutants. Bishop insists that the dream will never die, and falls over, seemingly dead. Onslaught turns away, saying that he would have been proud. Dark Beast asks Onslaught if he may begin experimenting on them now. Onslaught tells Beast that he seems to have difficulty understanding – that his plans reach beyond the X-Men. Soon, the whole world will tremble, and they will behold his mighty hand.
Later, the X-Men reawaken, and help Bishop regain consciousness. They look around and see that Beast has joined Onslaught of his own free will. Iceman asks where do they go from here – it appears they can’t trust anyone. Cyclops says that they can trust each other. They recap everything they have learned about Onslaught – Storm says that the text of the files on X-Man and Franklin Richards suggested that he was more like Magneto than Xavier, but that Onslaught went crazy when Wolverine suggested that Onslaught was Magneto. Gambit suggests that perhaps Magneto is exerting his mind over Xavier. Cyclops thinks that it is unlikely, but that they should be prepared for anything at this point. Cyclops suggests that this may be the entire reason the X-Men were brought together in the first place. Xavier gathered them to learn about their powers, but also to protect the world from mutants who could not or would not control their own. When next they meet, they need to be prepared to kill Professor Xavier.
Sentinel Factory, Classified Location:
Two employees of the U.S. government check on the Sentinels being produced, and wonder if they will ever need to use them. One of them says that just having them around is enough to keep mutants in line. Suddenly, one of the Sentinels becomes active, and utters a single word…