The X-Mansion: Outside, the X-Men are at work, watched by Nick Fury. Is she sure, this will work? he addresses Kitty Pryde. Unless he’s got a better idea? she snaps. They are coupling top-rank Shi’ar tech with adaptation of Lila Cheney’s tesseract. It’ll do the trick.
Telepathically talking to Cyclops, Jean Grey muses that Kitty sounds as sure of herself as he does. Quite a change from the girl they rescued in Chicago. They’ve all changed, Scott stresses. He prays, for the better. He asks her to go inside. He doesn’t think they have much time. Fury and Jean head inside.
Scott asks Kitty to check the exterior grid. They can’t afford any mistakes. He adds that he likes her new look, Still a work in progress, Kitty remarks. Her new uniform is a skin-tight dark blue suit set off with red trimming. The top of her hair is pulled back in a topknot above the rest. She’s just following her instincts, seeing where they lead. She muses to herself that those instincts all seem to be Japanese. Not sure yet whether that’s a good thing or bad.
On the lawn, l’il ‘Ro asks Remy Picard aka Gambit who is holding a device what this is all about. Good thief needs a hideout to match, he tells her, especially when the law comes looking for him. So how are these things gonna help? she asks referring to the devices Kitty prepared. Doesn’t she trust their Kitty-cat? he asks. She truthfully replies she doesn’t know. Fair answer. Trust him instead. He thinks they’ll be fine.
Not far away. Rogue, carrying two more devices, stumbles over her own tail. She angrily announces she swears that tail trips her up on purpose! Nightcrawler retorts that’s because she is always fighting it. This is the shape of her body now and she has to let herself get used to it. She has multi-dexterous appendages. She can run on all fours, and she also has five functional hands. Stop fighting it! Work with it! She has no idea how quickly things will improve then. Is that what he tells himself, she retorts, now that he is stuck with her powers? He can’t touch anybody without absorbing their very soul! Kurt reminds her he can touch her.
O God! he exclaims as a shadow falls over them. All the X-Men look up. They are here, Cyclops announces. Showtime, Kitty adds. The Mighty Avengers (Thor, Captain America, Vision, Hawkeye, Spider-Woman II, the Scarlet Witch & Quicksilver) have arrived.
Captain America immediately informs the X-Men that they have orders from the top. They are to take the X-Men into custody. Cyclops reminds them they lost a friend as well. Or have they all forgotten Hank McCoy’s funeral? Both Hank and Stark sacrificed themselves to prevent a global holocaust! The people they should all be after are the ones responsible for that: the Consortium.
Captain America apologizes, but they have their orders. The X-Men will have a fair chance to make their case, once they surrender. What is he talking about? Scott asks. C’mon, it’s them. If they don’t give up, they’ll leave him no choice but to take them by force! Cap tosses his shield, hitting Cyclops square in the chest.
Deep within the mansion Dr Moira MacTaggert is examining the recently wounded Sabretooth. In a recent battle, he lost his right hand (on top of having his eyes fried by the evil Storm) and is now eager to know if he can get it back. She begins that the cellular regeneration doesn’t look promising. Blahblahbla, he replies impatiently. He wants a simple answer.
That moment, Jean calls him telepathically announcing they need him outside. Sabretooth jumps up and races outside. Moira sighs, fearing she will never get used to this.
Outside, Cyclops fires his optic blast at Captain America. Rogue wonders why the Avengers are attacking them. Cyclops replies they are basing their responses on bad information. They truly believe the X-Men are the bad guys.
Kitty faces the Vision, demanding the Avengers cannot truly believe that. The Vision suggests they yield and make their case. He fires his eyebeams at Kitty who phases through them and then through the Vision, shorting out his systems. She realizes she won’t be able to use that stunt on him again, but for now it takes the Vision out.
Hawkeye, who has been watching this, likes her style but is still ready to take her out with a proximity stunner arrow. Sabretooth jumps at him. Kitty has to hold him back before he does Hawkeye any lasting harm. Reluctantly, Sabretooth accedes.
Elsewhere, in a restricted SHIELD facility. Sigrid Trask is still comatose. The doctor informs a mysterious woman that his assessment is more hopeful than the day before. She has faith to see her fully recovered, so that she can embrace her full and glorious destiny, the woman announces. Is that wise? the doctor asks. It is necessary, he is told.
Back at Xavier’s, Quicksilver uses his superspeed to hit Cyclops, Gambit and ‘Ro. When he reaches Rogue, she teleports away. He follows her and finally hits her.
Nightcrawler tries to appeal to the Scarlet Witch, reminding her she fought beside the X-Men. How can she believe this. Why does he talk as though he knows her? she demands, firing a hex bolt. Kurt uses his acrobatics to dodge and asks her to listen to his voice. That at least hasn’t changed. They stood side by side as allies and friends! She recognizes him as Kurt Wagner. He agrees. As she hesitates, he touches her face, absorbing her powers.
Quicksilver angrily runs towards them. Nightcrawler uses one of the Witch’s hex bolts to try and trip Pietro, who easily dodges, boasting he’s been dodging the Scarlet Witch’s attacks his whole life. Kurt uses a different strategy then and manages to trip Pietro who lands in front of Sabretooth.
Worried, Gambit wants to get ‘Ro undercover. The young girl protests she wants to help. As if on cue, Spider-Woman attacks Gambit with a spiderblast. Seeing her friend hurt, ‘Ro angrily reacts with a lightning display, taking out Spider-Woman. She is amazed at what she did but more concerned about the unconscious Remy. She calls out that they need a doctor.
Turning around, she sees Thor has landed nest to her. He muses that she looks like a younger version of Storm, then assures her he won’t harm her. Cyclops only sees him close to ‘Ro and blasts his hammer out of his hand then sics Kitty on him who claws him into the biceps.
Elsewhere, the State Orphanage of Omaha, Nebraska: a young boy, Gordo – is playing with two action figures of Cyclops and Thor. Seeing another boy, Nate, walk past he asks if he wants to play with him. He’s got some cool toys. He doesn’t play with toys, Nate replies condescendingly. Gordo asks if he’s seen Dr. Hanover. He’s supposed to see her. Nate replies that she’s away on business. So who’s in charge of the orphanage? Gordo wonders. Maybe the kids, Nate suggests slyly. Doesn’t he think it would be fun? Gordo is scared by the prospect. Who would fix things if they got broke? He’d find a way, Nate replies as he steps into a room where a dark shape with red eyes and a red diamond on the forehead and on the chest is waiting. He always does.
Back at Xavier’s, Scott blasts Thor and telepathically informs Jean Grey that they are holding themselves but it’s a losing battle. Any luck on her end? Jean, who is with the SHIELD personnel, tells him what she’s read, namely that the Avengers are convinced that the X-Men are wrong and lying. They are out of options. Then they go to plan B, Cyclops decides. But they’ll need a distraction. Looking at ‘Ro, Jean replies she already has one planned.
Kurt emitting hex power warns Kitty to be careful against Thor. She retorts that she stood against Loki! No way does she back down from Thor! Reaching for Mjolnir, Thor commends Kitty’s courage but warns her she is still mortal. To draw the blood of the god of thunder is one thing, to defeat him in fair combat is next to impossible! He creates a thunderstorm. Lightning flashes, scaring the X-Men away… and striking one of them.
Horrified, Thor calls off the storm to see ‘Ro dead at his feet. The fight stops. Ashamed, he tells the others that he guaranteed the child’s safety, yet he struck her down. This has gone too far, Wanda insists toward Cap who agrees that he lost his temper.
The real ‘Ro watches them, wondering what’s going on. The X-Men use the break to head toward the mansion. Cyclops warns them to remember the briefing. Everyone get back inside quick and quiet as they can. With Kitty out of action Kurt and Rogue are to check the comm-links. They can’t afford a single glitch. Gambit offers to help. Thought he got clobbered? Sabretooth asks. And Gambit explains that Jean forced him back awake. ‘Ro asks why she can see herself lying on the ground. A telepathic illusion of Jean, Scott explains to draw their attention.
Hawkeye wonders where the X-Men are. Cap decides to end this before anyone else gets hurt. Vision holds him back. His sensors have come back online and detected something. He is registering violent energy patterns throughout the mansion and the entire grounds. There are multiple emergency broadcasts from the SHIELD contingent including Nick Fury. Fury is here? Cap asks Then why didn’t he stop… Vision interrupts him, shouting something in the X-complex has gone terribly wrong.
A moment later, a white light emits from the mansion and the next moment it detonates, with Thor whirling Mjolnir to protect the Avengers.
What is left of the Xavier’s School is a smoking crater. They were fighting in the open; this wasn’t their fault, was it? Hawkeye wonders. Wanda points out that with all the X-Men’s secrets who knows what was inside. Cap wants to search the crater. Vision warns against it. The residual radiation levels are growing with every passing moment far beyond the levels of even superhuman tolerance. The X-Men’s continued survival is unlikely. Truly, a warrior’s end, Thor muses, to die by fire, leaving naught but the barest hint their like ever walked the earth…