It began on the edge of space, where Earth’s Mightiest Heroes, the Avengers, acted to save an Ohio city from falling shards of a dying asteroid. The National Security Council decided that the asteroid was the former orbital base of the infamous mutant Master of Magnetism, and determined that a very large section of that base would impact in Southeast Asia, the NSC shared this information with the Soviet KGB - and leaked enough information to the media to draw Magneto’s interest. Magneto journeyed to Kampuchea in search of his grounded base, in instead found the Avengers, intent on his capture - but Magneto had been followed by his recent associates, the X-Men, and the two teams squabbled over him. Until the Soviet Super Soldiers and Crimson Dynamo showed up, who threatened to arrest both teams for harboring a mass murderer, which is when the real trouble started.
The Crimson Dynamo again shouts ‘Justice for the people, death to Magneto’ as the golden Avenger, Monica “Captain Marvel” Rambeau calls to the Avengers to attack, and not to let the Soviets take Magneto. As Laynia Petrovna a.k.a. Darkstar uses her Darkforce against Dane Whitman a.k.a. the Black Knight, the handsome Avenger blocks her attack with his Ebony Blade. The Titanium Man fires optical beams at Captain America, who blocks the attack with his shield. As Ursa Major approaches Doctor Druid, Nicolai “Vanguard” Krylenko throws his hammer at Jennifer “She-Hulk” Walters, who catches it, while thinking to himself that the Avengers must have gone mad, as they have nearly enough reason to hate Magneto as his team do, but why do they protect him?
Suddenly, the Crimson Dynamo finds his armor’s power supply overloading, and his computer systems begin to shut down. He knows he must land before he loses control of his boot jets. Yet when he lands, he witnesses Captain Marvel fly out of his armor, and Monica tells him that she thought a few extra megavolts would take the wind out of his sails, before calling to Captain America, who comes up behind Dynamo and bashes him with his shield.
Ursa Major, the mutant bear-man asks Doctor Anthony Ludgate Druid if he is petrified by the sight of him, and nearby the X-Men’s leader Ororo “Storm” Munroe wonders what he is talking about, when suddenly Druid phases through Major Ursus, the Soviet mutant then finds himself under attack from the jungle as vines begin to ensnare him. He wonders if the world has gone mad, or just him, as Druid thinks to himself that Major Ursus saw what he wanted him to see, and that the vines are his to control, for such is the power of Doctor Druid.
X-Men member Rogue suddenly swoops down and declares that she is not staying around to see who wins, and grabs the hypnotized Magneto as she takes her leave. Wolverine a.k.a. Logan tells the rest of the X-Men that he is staying, but Storm tells him that Rogue has the right idea. Logan shouts back that if the Ruskies want a fight, then he is going to give them one. Storm points out that if the Avengers defeat the Super Soldiers then they will fight the X-Men to reclaim Magneto. Wolverine sees her point, and turns tail with his teammates and runs.
The Crimson Dynamo alerts Captain America that the X-Men are escaping with Magneto, and Cap suggests to Dynamo that they call a truce, that he and the Soviets help the Avengers bring Magneto to justice before the World Court. Dynamo replies ‘Nyet’ and tells Captain America that Magneto has already been found guilty of sinking a submarine by a special tribune of the Supreme Soviet.
As she runs with her team, Alison Blaire a.k.a. the Dazzler turns around and sees that Captain America and Dynamo look like they might follow the X-Men, and knows she cannot let it happen. As much as she hates to do what she is about to do, as the Avengers were once her friends, the X-Men need to time to think over their strategy, so using her mutant power, Dazzler absorbs all the sound from the jungle, causing it to go deathly quiet, and she transduces it into pure white light, blinding the Avengers and Super Soldiers, giving the Avengers time to escape.
Hundreds of yards away, Rogue, still carrying Magneto, flies swiftly through the jungle, knowing that their jet is hidden only a few miles away, and once they reach it they can leave, for once they are airborne, she doesn’t think there is anyway the other teams can reach them. She believes that the Blackbird will be able to run circles around the Avengers’ Quinjet, she is prepared to bet that the Avengers do not have anything nearly as fast - when Captain Marvel catches up to the cocky X-Man, and she tells Rogue that moving Magneto out of harm’s way is a good idea, but suggests she doesn’t take him too far.
Monica tells Rogue that as soon as the Avengers have calmed the Soviets down, they will be taking Magneto back into custody, and making sure he goes to trial. Monica informs Rogue that the Avengers do not want to fight the X-Men, but if they have to, then they will. With that said, Monica simply flies back to her teammates, leaving Rogue shocked that she was able to change directions without even slowing down, and realizing that the X-Men could be in big trouble.
Meanwhile, Thor takes on the Titanium Man, declaring that while the armor is strange to him, the power is obviously that of the Titanium Man. Gremlin informs Thor that he has taken the name of the Titanium Man, and as he grabs the Norse God’s wrist, he boasts that he is not the man Thor once fought, for his power is much greater. Thor cries out at the pain Titanium Man causes him, and Gremlin reveals that he thought that would cause Thor pain, for he had deduced that his new body armor would come with a weakness he could exploit. Grabbing Thor by his neck, the Titanium Man announces that even in the Motherland, his power is legendary, but that it appears to be no match for his technological might.
Gremlin is about to say something else, when he flails backwards, his limbs moving independently of his will, thus he releases Thor from his grasp. Something overrides Gremlin’s armor control systems, giving Thor enough time to steady himself and hit the Titanium Man with his hammer, declaring that while technology may fail, the godlike might of Thor is eternal. Suddenly, Captain Marvel emerges from the Gremlin’s armor, apologizing to Thor for the delay, but explaining that Titanium Man’s armor was more complicated than Dynamo’s. Thor is surprised that the Gremlin’s weakness was her doing, and turns in shame, exclaiming that there is no glory in this victory and it would have been better if he had fallen with honor.
At that same time, ‘Nice hammer you have there, red, but it takes more than a hammer to play Thor!’ She-Hulk tells Vanguard as she punches his hard, knocking him back across the grass area and through the trunk of a tree. This surprises She-Hulk, who had read that Vanguard had some sort of personal force field around him, which is why she didn’t bother to pull her punch, but she sees that he is better protected than she thought, as she felt that blow as much as he did, and if she wasn’t better braced then she too would have been knocked over.
Darkstar suddenly appears overhead of the She-Hulk and exclaims to Jen that if she has hurt her brother then she will make her wish she had never been born! Darkstar traps Jennifer in bonds of Darkforce as the Black Knight comes up to her and tells her to stop, as she doesn’t know what she is doing. Laynia tells Dane that she knows exactly what she is doing, and also encases him in the Darkforce bonds.
But suddenly, Darkstar sees Vanguard and UrsaMajor captive in her Darkforce, not the Avengers. Darkstar is puzzled at what happened, when Druid walks up beside her and tells her that she saw what he wished her to see. He declares that that no one will be harmed, and touching Darkstar on the forehead, he tells her to be at peace, and hypnotizes her.
Less than three miles away, Rogue tells the X-Men as they arrive that it is about time they showed up, ‘what’d you do, take the scenic route?’ she asks. Logan tells her not to give him any grief before asking how Magneto is. Magneto answers for himself, pointing out that he is shaking off Druid’s entrancement, but the ruined manacles that are placed on his hands confuse him, as their degaussing elements are still active. Storm begins to take a look at them as Rogue tells Wolverine that they have to get out of here. ‘Don’t remind me,’ Logan snaps back as he sits at the flight console. Rogue declares that they have to get out before that Captain Marvel finds them.
Magneto tells the X-Men that they mustn’t run yet, for part of Asteroid M lies not far from here and he wants to inspect it. Alex “Havok” Summers asks Magneto is he is crazy, and angrily, he asks Magneto if the X-Men trailed him half way around the world to save himjust in order for him to recover some old real estate. Dazzler puts a hand on Alex’s shoulder and tells him to calm down, noticing that his power levels are building up too fast, and points out that if he loses control the shockwave would tear the Blackbird apart. Havok calms down and declares that he will stay in check, before asking what is so important about some chunk of old rock.
Magneto reveals that a section of his old base may be intact on that “chunk of rock” as Havok put it, and tells the X-Men that any equipment which survived impact is too dangerous to fall into the wrong hands. Logan asks Magneto what it is that makes him think his hands are the right ones, and reminds him that when he lived on the Asteroid he was making plans to make the world safe for mutant kind by taking the world over, adding that he was perfectly willing to torture or kill anyone who stood in his way.
Magneto solemnly declares that those days are behind him, as Storm points out that the Avengers must be aware of the asteroid fragment, and if it is any danger then they will deal to it. She tells him that the X-Men’s job is to get him - Magneto cuts her off before she can finish, insisting upon finding it, by himself if necessary. With that, he flies out of the Blackbird, leaving the X-Men watch him go. Rogue asks if she should stop him, but Logan doubts that she could. Storm tells her team that Magneto’s decision has been made, and he has placed himself outside their protection. Logan declares that they should leave, as they are wasting their time here.
Back at the battle site, Druid commands Darkstar to ensnare Crimson Dynamo also, while Captain America wishes they had a better way to hold the Soviets, as he doesn’t like using mind control. Vanguard calls to his hypnotized sister, trying to reach her, but She-Hulk tells him not to waste his breath. Upon seeing Thor drag the unconscious Titanium Man towards the others, Dane tells him it doesn’t look like he had much trouble, but Thor replies that looks are deceiving. Druid commands Laynia to bind the Titanium Man now, as the Crimson Dynamo tells the Avengers that this is an outrage, and tells them that when the world hears how they interfered in the capture of a dangerous criminal - She-Hulk cuts him off and tells him to shut up, reminding him that the Avengers had Magneto in custody before he and the Super Soldiers butted in, as the Avengers were authorized to act as special deputies of the World Court. She supposes that he did not even check with the local government before they barged into Kampuchea. The Avengers take their leave as Druid informs them Darkstar’s trance will only last another hour, so they should not linger any longer, and Thor declares that Magneto must be found anew.
Forty kilometers away, Magneto breaks out of the jungle and streaks across Tonle Sap, Kampuchea’s great interior lake, while thinking to himself that the magnetic field is strongest here, and realizes that it explains why there is no impact crater visible from the air, as the asteroid fragment must have struck near the center of the lake. He can feel it in the lake, and knows he must reclaim it. At his command, awesome electromagnetic forces spring to life, reaching into the depths of the lake, grasping and lifting in defiance of gravity itself - and suddenly Magneto lifts from the lake, part of Asteroid M. He is astonished to learn that there is more than he dared hope, for it is the entire central core of Asteroid M - his base is once his again.
Far to the South, Wolverine declares that this is a waste of time, and tells his teammates that from the start they should not have gone after Magneto, they should have left him to face the Avengers and Super Soldiers on his own. Storm replies that Magneto is a mutant and therefore, better or worse, he has become one of them, and they owe him the benefit of the doubt and also their aid. Rogue reminds Wolverine that it was he who said they should chase Magneto in the first place, to which Wolverine exclaims that he is just ticked off.
Suddenly, unseen and unheard in her intangible neutrino form, Captain Marvel enters the jet as Wolverine exclaims they gave Magneto a hand and he spat on it. Captain Marvel takes note of Logan’s comment while noticing Magneto is not onboard. Logan tells Storm that he cannot believe Magneto is going after the asteroid after he claimed to have put his past behind him. Storm asks Logan to suppose there may be dangerous equipment that must be recovered, and asks him if he trusts Magneto to do the right thing. Logan declares that if Magneto gets out of line, then they will nail him to the wall, to which Monica smiles and thinks to herself that if the X-Men don’t, then the Avengers will, before flying out of the Blackbird.
A split second later, Captain Marvel arrives back at the location of her teammates, and Captain America asks her what the word is. Monica replies that the Magneto split from the X-Men and is searching for his asteroid. Dane is working with some equipment, and informs his teammates that he is getting a fix, as the readings point to a major magnetic flux in the South.
In the South, Magneto is now inside the central core of Asteroid M, walking through the corridors he sees that so much has been damaged and lost, but that there are a handful of salvageable memory chips and circuits which are precious beyond compare. However he knows that there is much within the ruins that could be used against mutants, and he cannot take everything with him. He opens a bag of explosive charges and decides they will have to ensure that nothing remains for others to find. He thinks that it is a shame how the base must be destroyed after surviving orbital break-up and re-entry, but he knows there are some parts of his past that are best left dead and buried.
As he thinks that however, he opens up a closet, and inside is his red and purple helmet and costume. Placing the helmet on his head, he thinks that it seems like an eternity since he wore it last, and handling the rest of the costume, he recalls that he was the enemy of the X-Men and all mankind when he wore it. He thinks that mankind hasn’t changed, and wonders if he has.
Flying through the side of the base, Magneto tells himself not to waste anymore time in idle thought and that the few things he retrieved from his past may prove useful to him in the future, but that the rest he must bid farewell to. He raises the asteroid from the surface of the lake, when the Avengers come up behind him! Monica tells him to hold it, to lower the rock slowly, and not to make any sudden moves. ‘Better yet, don’t make any move, period!’ declares the She-Hulk. Magneto tells the Avengers to get away, when Thor replies to that by telling Magneto not to threaten them, and hurls his hammer through the side of the asteroid fragment.
Magneto tells himself to submerge the asteroid before it detonates and drops it into the water, before lifting up several small fragments with his magnetic powers and hurling them at the Avengers, calling them ‘Arrogant fools!’ The Avengers all use their own means to block the oncoming debris as Dane tells Magneto he has a lot of nerve calling them arrogant, to which Cap seconds, while telling Magneto that they have gone easy on him up until now, but that there is only so far he can push the Avengers. Thor and Jen try to attack Magneto with physical force, but they cannot breach his magnetic force field, Monica however can, reminding Magneto that certain forms of energy can, she enters his force field and blinds him.
As Magneto falls, the air is split by the sound of roaring twin ramjet engines. The Avengers turn to see the X-Men’s Blackbird descend as Rogue flies from it, directly into She-Hulk, declaring that the X-Men are back to finish some business. As She-Hulk is knocked around on the beach by the lake, she tells Rogue that she has made her mad. Rogue starts to tell Jen that that is good, and that as soon as she touches her skin she shall absorb her powers, but She-Hulk knows better than to let her do that, so she forces herself and Rogue into the lake.
Wolverine leaps from the Blackbird, thinking that he should never have let Storm turn back for Magneto, but as long as they are here…he tells Havok and Dazzler to hit the Avengers hard, as they are no push-overs, but Havok adds that neither are the X-Men, before blasting Captain America and Black Knight with a beam of solar energy. Dane alerts Cap, and both men dodge it. Logan approaches Dane and tells him he side-stepped Havok’s blast like a pro, but suspects that it is only because Havok is still new at this, and telegraphed the shot by a mile. With claws outstretched, Logan boasts that he doesn’t miss so easy, to which Dane says ‘Save it for you fan club, Wolverine!’ As Logan’s claws clash with Dane’s sword, Logan is puzzled as to why his claws didn’t swipe through the sword. Dane reveals that his sword is tougher, as it was forged by Merlyn!
Rogue punches the She-Hulk back into the water, telling her she should know it takes more than a dunking to keep her down, but as Rogue moves closer to Jen, she gets back up and kicks Rogue, asking who it was that said she wanted to keep her down. On land, Captain Marvel strikes Havok, telling him that the Avengers didn’t want it to come to this, but if the X-Men insist, then the Avengers will finish it. Inside the Blackbird, Storm wonders if she was wrong in deciding to return to aid Magneto, especially as the Avengers may overcome them, for Captain Marvel seems to be everywhere.
Captain America asks Dazzler why she is defending Magneto, to which Alison informs him that it is because he is a mutant. Cap that doesn’t know what it is like, as mutants are pariahs wherever they go, and all they have is each other. She tells Cap and Thor to get back, as she doesn’t want to hurt them. Cap tells her that this is wrong and that aiding a terrorist is only going to make things worse. Alison replies by firing beams of light at Cap and Thor. Thor tells Steve that she leaves them no choice, and they fight back .
Suddenly, Magneto begins to regain consciousness and seeing the two teams fighting, he tells them to stop, and reveals that the asteroid is full of explosive charges - that it will self-destruct any second! Captain Marvel reacts so quickly that the others seem frozen in place as she speeds towards the asteroid in an imperceptibly small fraction of a second, flashing through the asteroids twisting corridors, she finds the explosives - but too late!
Monica flies back from where she came as the blast pounds inland, however it encounters resistance, in the form of a magnetic shield. Magneto tells himself to ignore the pain in his jaw and concentrate, but he is struggling to maintain his shield in repelling the deadly hurtling debris of the exploding asteroid. The accompanying shockwave scatters both X-Men and Avengers, scattering the heroes along the shore like discarded toys.
Magneto uses his powers to lift himself and the X-Men up into the Blackbird, deciding that as the Avengers confusion will not last long, they must flee. In the lake, Monica calls for help as she pulls Captain America to safety after he was knocked out during the blast. Thor informs his teammates that the X-Men’s craft is already gone, and Black Knight asks where Doctor Druid is, before saying ‘Hey, you don’t suppose…’.
High over the South China sea, Magneto tells the X-Men that he is again in their debt, for if they had not returned…his voice trails off before Storm informs him that it was not an easy decision, and that his actions have not made it any easier, however whether they like it or not, he is a mutant, as are they all. Staring out the window, Dazzler exclaims that it was bad enough they had to even fight they Avengers, but did they have to run off like that? What if the Avengers were hurt? Magneto sternly tells the concerned woman that the Avengers were well shielded and can take care of themselves.
Logan declares that something is still not right about this, and asks Magneto why he is wearing ‘that old pot’ over his head again. Logan informs Magneto that he was willing to keep him out of the courtroom, but thinks now that he owes them an explanation. Havok thinks to himself that Logan should keep at Magneto, for there is a lot he is probably not telling. Rogue however wonders why the world doesn’t let up on Magneto, as it doesn’t matter if he is guilty or not, for there is no court in the world that wouldn’t convict a mutant.
Sitting in the back of the Blackbird, telepathically cloaked from the X-Men’s view, is Dr. Druid, who senses the dissension in the X-Men’s ranks, and hopes that they continue to be so preoccupied. However, he knows that he cannot indefinitely mask his presence from them, and decides to get their location and status to the Avengers before he is discovered, otherwise, he will have sacrificed himself for nothing!