High above the war-torn lands of Southeast Asia flies the band of outlaw mutants known collectively as the X-Men, in their Blackbird aircraft that rockets them away from the scene of their latest battle with Earth’s Mightiest Heroes, the Avengers - but this will not be a simple flight.
Down on the ground below, an armored super being locates the Blackbird and targets it, but as his particle beam projector charges, the X-Men begin to fly out of range. A desperate cybernetic command sounds, and an all but invisible beam of energy sizzles skyward, only just hitting the side of the aircraft, but failing to do any serious damage. He is the new Titanium Man, but is better known as the genius Gremlin, a member of the Soviet Union’s now renegade Super Soldiers. His teammates ask him what he thinks he is doing, and Gremlin replies that his attempt was futile.
The Soviets themselves are in a futile situation, for their most powerful member, Laynia Petrovna a.k.a. Darkstar has been hypnotized and has bound her companions. Major Mikhail Ursus, known as the mutant man-bear Ursa Major calls to Darkstar to release then, but the Super Soldier’s uneasy ally, the Crimson Dynamo asks Ursus what makes him think Darkstar will listen to him when she doesn’t even listen to her brother. Laynia’s brother, Nicolai “Vanguard“ Krylenko agrees with Dynamo for perhaps the first time ever, pointing out that Laynia is held in her trance.
Suddenly, the Gremlin bursts out of the opening in his armor’s chest, and the deformed man declares that while words alone may not free Darkstar, a more physical appeal may be able to, and as he shakes Laynia he tells her that she has been deceived. Laynia begins to come around, and as she is roused, her mutant power, the other-dimensional Darkforce with which she had bound her companions fades away, freeing the men.
Confused, the pretty blonde Soviet asks where the Avengers and the X-Men are. Laynia’s handsome brother comforts her as he asks her if she does not remember imprisoning them. Laynia is shocked at this, and declares that she cannot recall anything. Vanguard informs her that it was not her fault, as the Avenger Dr. Druid hypnotized her into thinking that her teammates were actually her enemies. Darkstar falls into her brother’s arms as Vanguard boasts that the Avengers will pay for their indignity.
The Crimson Dynamo declares that the Avengers have much to answer for, as it was not bad enough that they refused to hand the fugitive Magneto over to them, but they attacked them and allowed the accursed X-Men to help Magneto get away. Dynamo tells his associates that they must apprehend the outlaws and expose the Avengers for the mutant lovers that they are. Cautiously, Darkstar reminds Dynamo that they are mutants as well, and the angry Ursa Major asks Dynamo if he has something against mutants.
Dynamo replies that he does not, and quickly asserts that he meant that the Avenges aided ‘the kind of outlaw scum who are responsible for the world-wide anti-mutant madness…of which we are all victims!’ Dynamo tells the heroes not to forget that it was Magneto who sank the submarine Leningrad, killing those aboard, before destroying the city of Varykino using his powers of magnetism to create a volcano in the city’s midst. Dynamo reminds the Super Soldiers that Magneto was brought before the World Court, only to escape before justice could be dealt to him. Dynamo boasts that such villainy must not go unanswered and exclaims that the Soviet People must be avenged - that they need to find Magneto…and execute him!
Above the South China Sea now, The rugged X-Man Logan, also known as Wolverine, tells the man that is the cause of all this commotion Magneto, the Master of Magnetism, that he is still waiting for answers, as he risked his own life and the lives of the X-Men searching for his old base, Asteroid M, and all he has to show for it is the old helmet. Logan reminds Magneto that the only reason the X-Men let him join up with them in the first place is because he claimed that he had changed his ways to fighting for the mutant cause without any of his old tricks. Logan asks Magneto again what his story is, but the Master of Magnetism replies that he will just have to trust him.
Taking off his old helmet, Magneto thinks that the handful of microchips that he secreted in the hollows of his helmet will enable him to perform miracles, miracles that Wolverine would not understand. Piloting the Blackbird, the X-Men’s leader, Ororo “Storm“ Munroe wonders why the controls are so sluggish, as Magneto tells himself that much experimentation must be done before he can confide in anyone.
Sitting in the back of the X-Men’s jet is doctor Anthony Ludgate Druid, the Avenger who stowed away when Magneto and the X-Men fled during a moment of confusion. He thinks to himself that Magneto is hiding something, and he knows the X-Men sense it as easily as he does. Druid thinks it is fortunate that the X-Men’s concerns make it easier to mentally mask his presence from them. Druid knows Magneto’s mind is a strong one, and realizes he will detect him eventually, therefore he needs to contact the other Avengers, as it will take all of them to bring a man such as Magneto to justice.
Along the shores of Kampuchea’s Tonle Sap five of Earth’s Mightiest Heroes discuss their next move. Steve Rogers, better known as Captain America declares that the X-Men could go anywhere, but thinks they are probably heading South, as any other bearing would put them in hostile airspace. The Norse God Thor agrees, as Jennifer Walters a.k.a. the gamma-spawned She-Hulk jokes ’what airspace wouldn’t be hostile to Magneto?’ Captain America tells Jen that she raises a good point, and adds that he wishes he could figure out why the X-Men have got together with a man who has in the past tried to murder them, especially as the X-Men he knew were heroes.
Captain Marvel a.k.a. Monica Rambeau drops down from the sky, greeted by Dane Whitman, the handsome Black Knight, who asks her if there is any word on Druid. Monica replies that she has searched the entire lakefront, but that there is no trace of Doctor Druid, and that even if he were caught in the explosion of Magneto’s asteroid base, there should be some sign. Dane tells her not to count Druid out yet, as he wouldn’t be surprised if he went after the X-Men on his own.
Suddenly, ‘You are very nearly correct, Black Knight,’ booms around the heroes, and Cap recognizes it as Dr. Druid, but wonders where it is coming from. An astral image of Druid appears before his teammates as he informs them he has hidden himself aboard the X-Men’s jet. He is about to reveal their location, when he is struck down, and cuts out, leaving the Avengers perplexed.
On board the Blackbird, Magneto has snared Druid in a magnetic field as he declares he thought something strange was going on, and asks Druid what it is that he was doing. Druid declares that he cannot be made to talk, but Magneto simply tells him there is no need for him to talk, and turning to the Southern Belle, Rogue, Magneto asks her ‘if you please’. Rogue knows what to do and as she kisses Druid’s forehead, she tells him to hold still, and instantly her mutant absorption powers drain Druid of his thoughts, powers and his very consciousness. ‘My mind!’ screams Rogue, prompting Magneto to ask her if she is all right.
Rogue’s persona changes so much so that she acts and speaks in a similar manner to Druid, revealing to the X-Men that she has never been better, and that they have nothing to fear from Anthony Druid, as they intercepted his telepathic contact with the Avengers before he revealed their location. Rogue tells Magneto that his psychic shields are quite strong and asks him if he knew that. Before Magneto can reply, Storm declares that they have more immediate worries, as they have sustained some sort of tail damage, and it is rapidly getting worse, for the avionics are shutting down and back-ups are not responding.
Storm exclaims that they have only perhaps a minute before they hit the water - and hard. Magneto takes control of the situation by using his powers to keep them aloft, but declares that because of the size of the plane it takes much of his concentration therefore they will be open to attack, and so they need to land soon. Wolverine declares that he knows just the place, and giving Storm the coordinates tells her to keep to as much cloud cover as she can.
Soon, the Avengers clear Kampuchean airspace, Thor flies outside of the Quinjet and shouts ‘Onward!’ reminding them that an Avenger’s life may be in danger. Captain Marvel flies ahead along the X-Men’s most likely course and asks everyone to keep in touch with her along the high-frequency bands. From within the Quinjet, Captain America asks Monica to hold on as they are getting a call relayed via short-wave - from Doctor Druid! Druid informs his teammates that he is in Singapore, and almost immediately Monica appears beside him. Druid informs her that the local police have been helpful but that there is no sign of Magneto or the X-Men, and he suspects they were long gone by the time he regained consciousness. He adds that it was clever of them to stow their plane in the old airfreight depot they stand in now.
Meanwhile, over the gulf of Thailand, Darkstar, Vanguard and Major Ursus are encased within a Darkforce blanket as the Titanium Man and Crimson Dynamo fly them over the sea - until they suddenly intercept a high-band radio message, which is from Captain Marvel, informing her teammates of the location she is at, Changi International Airport. The two armored men veer South towards the booming high-tech economy that is Singapore.
In Singapore, Thor stands atop a roof, and tells himself that if Magneto is in the city below the Avengers must find him, as the ‘miscreant’ has been allowed to roam free for far too long and must be made to atone for his crimes. Flying over the city, Dane and the She-Hulk are on Dane’s robotic robot steed, declaring that if Magneto uses his magnetic powers then the instruments in the robot horse will pick him up. She-Hulk declares that if Magneto doesn’t use his powers then it could take them days to find him as it is a big city.
In an older section of the city, as he is lead around in a cart by a man on a bicycle, Druid remembers that he has a few contacts in this part of the world and wonders if they could help him find the X-Men, for he would love to be the one who uncovered them. A few blocks away, Monica exclaims that searching Singapore, is a challenge even for her, as there are so many places to hide.
Out on the streets, Cap rides a motorcycle and decides that even if the X-Men were in street clothes, most of them would stand out in a crowd, some more even than he would, and that sooner or later the Avengers will flush them out. Nearby, Darkstar, in disguise as a local woman reports to her teammates on a communicator, informing them she has spotted Captain America in sector five, but that there is still no sign of the X-Men.
In another part of the city, a man who looks like Havok passes Vanguard in the street. The cocky Russian wonders if it is indeed Havok, as while he has only seen him in costume and for a brief period of time, his mask covered little of his face, and Nicolai thinks he looks familiar. The man who may or may not be Alex Summers approaches a local and begins to inform him that he is lost. Vanguard closes in on his target, wanting to know for sure, when suddenly ‘Lookin’ for somebody, bub?’ asks Logan as he grabs Vanguard by the collar and pulls him aside.
Logan tells Nicolai that he would know his scent anywhere, ‘You’re one of those Ruskies!’ Vanguard rips his shirt as he pulls away from Logan, telling him that he can only be the outlaw Wolverine, as there could not be two men with the same coarse voice. Alex is surprised to see Logan leap into action against Nicolai, but the Russian mutant asks Wolverine if he really thinks he can frighten him with his adamantinum claws, and uses his mutant power to deflect energies against the two X-Men, knocking them out. Vanguard plans to radio his comrades, and get them to help him wrest Magneto’s location from the X-Men.
Rogue, in disguise, comes up to Vanguard, pretending to be a woman concerned for his safety after being attacked. Vanguard tells the woman not to alarm herself as he has everything under control, when Rogue grabs him and kisses, absorbing his powers and memories. As Nicolai falls to the ground, Rogue tells him that he has some awesome power, and as her civilian clothing is torn off by the force of Vanguard’s power, she remarks that it is good her X-Men costume can adapt, before asking Wolverine if he and Havok are okay. Logan helps Alex up and declares that they will be fine but need to get out of here. Rogue tells Logan that there is no need to rush as ‘comrade Nicolai’ is in no shape to give them any trouble.
As the three X-Men race away, Logan mentions that he is not worried about it, as he has arranged for the X-Men passage on a Dutch freighter that is due to sail in less than an hour. He tells Rogue and Alex that they need to round up the others. Running through the crowded streets, Alex points out that they are attracting attention, but Logan tells him it cannot be helped. ‘Yes it can!’ shouts Rogue and tells the men to get into the car she is pointing at. Getting in the car, the three X-Men are reunited with Storm, Dazzler and Magneto. ‘Talk about luck!’ Havok mumbles, to which Alison tells him it has nothing to do with luck, as they have been cruising the area looking for them for hours. Still with her Russian persona, Rogue tells her teammates to hurry, as ‘comrade Logan’ has arranged their transport out of here. Storm asks where they are going, and Logan tells her ‘Harbor. Step on it!’
Minutes later, the X-Men’s rental car sits empty and abandoned on the waterfront, as the Dutch freighter carries the mutants far out to sea. Logan, Alex, Rogue and Alison stand around on the outside of the ship, Dazzler asking if the next port-of-call is really four days. Logan tells her that it was the best he could do on such short notice, adding that they will have to come back for the jet when the heat dies down. Dazzler looks bored and begins to sing a song as Havok thanks Rogue for coming through for him and Logan earlier. Rogue tells him it is okay, but Logan declares that they are not out of the fire yet, and informs them that Storm is down below checking out on Magneto, pointing out that they all need to keep an eye on him in the days ahead, as he doesn’t believe Magneto came halfway around the world just to blow up what was left of his old asteroid base any more than he believes that the helmet was all Magneto recovered. Logan exclaims that Magneto is holding something back from them, and that he doesn’t like it one bit.
Magneto sits on a chair in a dimly lit room on the ship and stares at his old helmet, thinking to himself that he knows it can be done, as the circuitry he retrieved was originally designed with conquest, but he is certain he could use it to wipe the curse of all prejudice, particularly that of mutants, from the psyche of the human race. He knows it will require careful preparation, as Storm enters the room, telling Magneto that that they must talk. Magneto agrees, and informs Ororo that he appreciates all the X-Men have done for him, but that merely being in his presence places them in jeopardy, which he can no longer allow.
He reminds Storm that it is he that the Avengers and the Super Soldiers are after, so it is best that he leaves the X-Men for a while. He points out that the two other teams do not believe he has changed, and no matter what he does he will always be seen by the world as a villain. Storm asks Magneto if that is the only reason, when suddenly the Titanium Mac’s voice comes over the intercom, declaring to the freighter that they have reason to suspect they are transporting an enemy of the people and order the ship to drop anchor at once. Magneto turns to Storm and tells her this is exactly what he was just talking about, that the Soviets are coming for him, but he cannot let them find him, not now!
Darkstar, her teammates and their uneasy ally the Crimson Dynamo fly over the water towards the Dutch ship, Darkstar declaring that her brother overheard the X-Men correctly, as she can see them on the deck. The Soviets land on the deck of the ship, and Dynamo orders the X-Men to produce Magneto or else be arrested in the name of the Union of Soviet Socialist Republics. Storm also arrives on deck and tells the Russians that they have no right to board the ship. Wolverine suggests the Super Soldiers move on, but Vanguard ignores him, shouting ‘Answer us! Do you have Magneto on board?’
The Crimson Dynamo tells his comrades to search the ship, and as he starts to leave the deck, Wolverine grabs him by the arm, asking him where he gets off boarding a Dutch ship, as he is creaking the laws of the sea. ‘Here is the law!’ exclaims the Crimson Dynamo as he blasts Wolverine overboard. Havok reacts to the Soviet’s move, telling him he made a big mistake, as he is not just dealing with one X-Man and unleashing a solar powered energy blast on him. However the Titanium Man comes up behind Havok and asks him if he thinks the Super Soldiers are unfamiliar with the concept of loyalty, and uses a laser beam to knock Havok off his feet.
Hovering in the air, Darkstar exclaims that she wishes with all her heart that this isn’t necessary, and informs the X-Men that aside from the Crimson Dynamo, they are all mutants too. As she encases Havok in Darkforce bonds she asks the X-Men why they bring this upon themselves. Dazzler points out that the X-Men didn’t swing the first punch and tells Laynia that it seems she is the one who needs to see the light, to which she proceeds to blast Darkstar with light.
As Laynia cries out, her protective brother Vanguard begins to rush to her rescue, but as he runs to Laynia, Rogue flies directly towards him, telling him to watch out for his own hide. Vanguard is annoyed and tells Rogue that she will not surprise him again, as the powers she stole, are his once more, and he proves this by smashing her high into the sky. But Vanguard bore some of the brunt, and rubs his head, as he gathers himself on the ground, for he was not braced for such a recoil. Ursa Major calls to his teammate, but Vanguard informs him that he is fine. At that same time, Wolverine claws his way up the port side of the ship. ‘Okay, Ruskie’s…this is war!’ he thinks to himself, while inside the bridge of the ship, watching the two teams of heroes squabbling on the deck, the Captain orders a crewman to send out a distress call on all channels.
In the lower part of the ship, the Titanium Man tells the Crimson Dynamo to have a care about the way he uses his electrical blasts, reminding him that there are innocents on board. ‘No one who shelters Magneto is innocent!’ Dynamo exclaims, when suddenly, Wolverine drops down onto the Titanium Man, and skewers his chest with his adamantium claws. ‘Maniac! You crippled my armor!’ cries Gremlin as he emerges from the armor, firing a gun at Wolverine who dodges out of the way. Meanwhile, The X-Men hold their own against the remaining Soviets on the deck.
In the engine room now, Dynamo barges around, asking where Magneto is. Crewmen declares that they do not know, but Dynamo suspects them of lying and asks why they would betray their own race for that murderer. Dynamo declares that until Magneto is turned over to him the ship will go nowhere and blasts the hull with his powers so hard that water comes flooding in.
At that very moment, in answer to the distress call that was sent out, the Avengers are arriving. Spying the sinking ship, Thor tells his teammates that here is truly in need of their might. As the Avengers drop out of their Quinjet, Monica tells them to do what they can for the crew while she sees to the damages. Monica goes underwater to the hull and discovers it is a mess, yet she knows that if she can shift her energies to heat then she can slag some of the wreckage into a crude patch. As she carries out her plan, she hopes the patch will hold as there is so little material to work with.
Back on the ship, Wolverine slices his way through a wall - where on the other side is Captain America! Rogers tells Wolverine that this is no time for fighting, as lives are in danger. Wolverine is not about to argue, as he says ‘Tell me about it! Flamin` ships sinking!’ all throughout the floundering vessel, Avengers rush to the rescue, Black Knight frees someone trapped beneath a beam as She-Hulk rescues a unconscious man.
In a forward cargo hold, Vanguard tries to open a hatch, when Thor calls to him and tells him that there is no escape through that hatch. Vanguard declares that he should have guessed the Avengers were behind the violent shaking of the ship, and as he tosses his hammer at Thor informs the Avengers that he will not humble the Super Soldiers again, that the arch-fiend Magneto shall be theirs. ‘You are more wrong than you could imagine!’ exclaims Thor as he in turn throws his hammer, which upon contacting with Vanguards, shatters the Russian’s hammer. ‘My hammer! What have you done!’ cries Nicolai as he has suddenly knocked forward by a shifting of the ship. Thor grabs Vanguard by his cape and angrily informs him that the vessel was sinking before the Avengers arrived. Vanguard asks him if he suspects the Soviets of doing this, to which Thor asks if the X-Men would cripple their means of escape. ‘You tell me, mortal!’ Thor bellows.
In a lower section of the ship, the She-Hulk stands in the flooded room as she passes an unconscious crewman up through a hatch to Havok. She tells the X-Man that there is one more then they are out of here, when suddenly a giant bear - Major Ursus - floats to the surface, gasping for breath, he calls for help. She-Hulk pulls the Russian over towards the hatch, to which Ursus is surprised to find an Avenger and an X-Man helping him.
Havok tries to pull him up through the hatch, ‘looks like it’ he mumbles, before pointing out that he could not do much good if it weren’t for the She-Hulk providing most of the lift. ‘What’s the hang-up?’ asks She-Hulk when she finds herself still holding Major Ursus up, only to discover that he is too big to fit through the hatch. Despite the rising water, she supposes they will have to widen it, when suddenly the mutant bear declares that it will not be necessary, and if she allows him a moment he will resume his human form. Havok soon finds himself gripping onto a man and asks Ursus why he didn’t do that before. Butt naked, Mikhail points out that he is ‘vulnerable’ that way. ‘No kidding’ smiles the She-Hulk, checking him out as Havok lifts him up.
Lifeboats litter the surrounding sea as the great freighter takes on more and more water, while mutants and Avengers work hand-in-hand to move the rescued crewmen into lifeboats. The heroes do everything in their power, including Dr. Druid, who telepathically tells everyone not to panic, informing them rescue ships are on the way. Druid realizes however, that he cannot psychically calm all the sailors anxieties, but at least he can lessen their more extreme fears with mental suggestions. Dane extends a hand to Monica as she surfaces beside the lifeboat he is in and asks her what the situation below is like. Monica reveals that it is bad, and though she did all she could, too much of the outer hull had been shredded.
In minutes there is a handful left to save, rescued by Darkstar who creates a platform of Darkforce energy for them to all stand on. The Dutch ship’s starboard side sinks beneath the water while the Quinjet hovers protectively, making sure that all the lifeboats escape the dying vessel. Suddenly, another large ship signals to the floating people and over a loudspeaker informs them to prepare for pickup.
The Captain of the Dutch ship thanks Captain Marvel, telling her that he and his men owe her a great deal, adding that all hands have been accounted for, but he does not know about the passengers. Thor announces that everyone is present except for Magneto and the Crimson Dynamo, to which Storm reveals that Magneto left the ship some time ago. Gremlin mutters that the Crimson Dynamo had enough power to survive and cause the explosion, when suddenly, Dynamo splashes to the surface, and as he hovers over the heroes who makes out like he is glad his comrades are safe, as when the engines exploded on him he feared they might have been killed. ‘We have questions for you, Dimitri Bukharin!’ exclaims Darkstar as she traps the Crimson Dynamo in Darkforce bonds.
Shortly, after the Crimson Dynamo has been questioned, Darkstar and the Super Soldiers learn he is responsible for sinking the ship. Vanguard reminds the Crimson Dynamo that the Super Soldiers only joined with him to capture one who had slain Soviet soldiers, not endanger more. Gremlin believes that many would have died had it not been for the Avengers and the X-Men, and exclaims that he and his teammates were mad to have let him turn them against their fellow mutants.
The Crimson Dynamo asks his fellows how they can feel kinship to the outlaws, when Monica comes over to him and tells him to listen to her, that he wrecked the vessel with no regard to the innocent lives aboard, and if not for the Avengers, then he would have committed the same crime Magneto perpetrated against his people. Darkstar, ever the voice of reason, interrupts Monica and asks for permission for her and her team to turn Dynamo over to the Maritime authorities. Laynia’s brother declares that they must do something to atone for their part in this shameful act, and Gremlin tells the Avengers that they will let them deal with Magneto their own way.
Miles away, the captain of a cruise ship approaches a man who is watching the sinking freighter through a pair of binoculars and exclaims that it is quite a sight. The man asks if it is a freighter that is sinking and the captain replies that it is, adding that somehow the ship’s engines blew up. The guest asks if their were any casualties, but the captain reveals that the famous Avengers were in the area and saved everyone on board. The captain of the ship stares at the other man and pardons himself for doing so before informing him he doesn’t recall seeing him on the cruise before. The other man replies that he has kept to his cabin and asks if they will be making port soon. The captain informs him they will be in Singapore within the hour and asks if he has business. ‘Yes, unfinished business’ replies Magneto!