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Rick Remender (writer), Lenil Francis Yu (penciler), Gerry Alyangula & Lenil Francis Yu (inkers), Edgar Delgado (colorist), Chris Eliopoulos (letterer), Jim Cheung & Justin Ponsor (cover artists), Clay Mann, Seth Mann & David Curiel; David Marquez & Frank Martin (variant cover artists), Idette Winecoor (production), Jake Thomas (assistant editor), Tom Brevoort with Daniel Ketchum and Will Moss (editors), Axel Alonso (editor-in-chief), Joe Quesada (chief creative officer), Dan Buckley (publisher), Alan Fine (executive producer)
Avengers and X-Men created by Stan Lee and Jack Kirby
Sam Wilson and the Hulk meet with Maria Hill and Nick Fury Jr, who want the Red Skull handed over to SHIELD custody, but Sam refuses to comply with their request. He leaves, while contacting the Scarlet Witch, instructing her to call a meeting without Steve Rogers. In Brooklyn, the Squid and his gang have taken a family hostage, when Carnage arrives to play hero. He takes down the Squid and his gang, but as Spider-Man arrives, Carnage leaves, without taking the Squid’s loot, or harming any innocents. In San Francisco, Iron Man interrupts a baseball game to promote the new Extremis App which grants users eternal beauty. Daredevil watches from the audience, concerned about Iron Man, who then takes a drink of wine. At the Jean Grey School, Storm speaks to the gathered X-Men and students about a new dawn for mutantkind, and how no mutant shall ever suffer again. Havok backs Storm up, pointing out that the gap between mutants and humans is impossible to bridge. They then introduce the transformed Genesis, who resembles Apocalypse and promotes the X-Men’s new decree - survival of the fittest. Magneto leaves the gathering, which has been watched by Redwing. At Avengers Tower, Sam Wilson reports the X-Men’s new Apocalypse to those gathered at the meeting - the Scarlet Witch, Thor, Luke Cage, Medusa, the Wasp and Hulk. The Wasp tells the others that they gain nothing from war with the X-Men, and Luke agrees. But Sam tells them that something wonderful happened on Genosha, that a fog of putting others’ needs before his own has lifted, and he would assume that the others feel this too. Thor and Medusa agree, and Sam announces that they must kill the Red Skull. The others agree, but when they march to his cell, they find Jarvis, who tries to persuade them otherwise. The Scarlet Witch forces Jarvis out of the way, and the Hulk tends to him. Hulk then stands against the others - and transforms into “the Hulk’s Hulk” - Kluh. Kluh is raging fury and battles the heroes, before leaping out of Avengers Tower, warning them that he is going to bathe in the blood of the innocent. The heroes decide to stay out of his way, and open the Red Skull’s cell - to find that he has somehow escaped!
The SHIELD Helicarrier Iliad, above the Atlantic Ocean, where inside, Sam Wilson, the new Captain America, and the Hulk are meeting with Nick Fury Jr and Maria Hill :
Hill announces that the Stark Sentinels have been collected and are being dismantled, while Nick Fury Jr reports that the Skull’s camps in Genosha have been torn down. Hill adds that all of his prisoners have been evacuated, taken to hospitals or returned to their homes, and SHIELD is offering trauma support to any who request it. ‘World War Hate has been neutralized’ Fury asserts. ‘Yep’ Sam agrees, as Fury points out ‘And now the healing, or so the cliché goes’. He tells Sam that this is one of the ugliest things they have encountered going back as far as he can remember. ‘But you did it’. Hill tells Sam that it is now time to hand the Red Skull over.
Hill continues, assuring Sam that the international community appreciates what the Avengers did, but that no one is comfortable leaving the Red Skull in their care. ‘Nice and subtle approach to the elephant in the room, Maria’ Fury remarks. Hill tells him that they don’t have time for subtlety, as this “elephant” has the ungodly power of Charles Xavier, so they have built a special containment facility to deal with him. ‘You’re right, Director Hill - Red Skull’s the most powerful, most deranged monster we’ve ever encountered. All the more reason he’ll stay in Avengers Tower and not in some rinky-dink SHIELD prison’ Sam declares. ‘Rinky-dink?’ Fury asks. ‘Are you trying to push my buttons, Wilson?’ But Sam tells Fury that he doesn’t care about his buttons, and motioning to a screen, depicting the Red Skull chained in his holding cell in Avengers Tower, Sam assures the SHIELD officials that Tony Stark devised a way to keep the Skull’s brainwaves turned off, locked up in the heart of Avengers Tower, surrounded by Earth’s mightiest heroes. ‘We’ve got Skull - he’s safe’ Sam assures them.
‘Next topic’ Sam declares. ‘Tony Stark? The same Tony Stark who built the Skull’s Sentinels?’ Maria asks, unimpressed. ‘The same Tony Stark who hasn’t been seen for almost two weeks?’ she continues, telling Sam that a prisoner of war is being held by a private organization, which is not how things are done. ‘Maybe them right, Cap. Maybe it better if we hand him over -’ the Hulk suggests, but Sam interrupts him and announces that he has made his decision. He glances up at the Hulk and points out that he did not invite discussion. Fury gets to his feet and approaches Sam, telling him that he knows he has been through a lot, and that everyone’s nerves are frayed. ‘But this attitude…let’s just go back to zero, okay?’ he asks. Sam also gets to his feet and tells Fury that he wants to make something perfectly clear: ‘I don’t work for you’ he reminds him, raising his voice. Fury warns Sam that he is out of line.
‘Comport yourself in a manner befitting your station -’ Fury orders, causing Sam to shout ‘MY STATION?’ and slam his fist into Fury’s face, knocking him backwards. Maria drops to her knees to check on Fury, as Sam tells him ‘You’ve got me mixed up with Steve’. Sam and the Hulk turn to leave and Sam calls back ‘I’m not that Captain America’ as he informs the Hulk that they are done here.
Down a corridor, Sam contacts the Scarlet Witch via communicator. She responds, and Sam informs her to call a meeting, as they have a situation. ‘And Wanda, one other thing… don’t tell Rogers’ Sam instructs her.
Meanwhile, in Bushwick, Brooklyn, several police officers have surrounded a block of flats. ‘All units, get into position. Move in on my command’ a senior officer announces, before speaking into his megaphone: ‘All right, Squid - throw your weapons out the window and come out with your hands up!’ the officer remarks that the Squid already botched the bank robbery, and now kidnapping an innocent family is only going to make matters worse. ‘Who do you think you’re talking to? We’re not going anywhere, you silly scamp!’ the Squid calls back from a window in one of the apartments. He holds several weapons with his tentacles and supposes that they are going to have to send out a body to show they mean business. ‘On it, boss!’ one of the Squid’s henchmen calls out, while a family cowers in the corner. The Squid opens fire at the officers, who duck for cover around their cars. One of the officers contacts the command center, informing them that they are taking fire, as the Squid and his gang, the Tentacles have taken a family hostage. ‘Request immediate backup!’ the officer shouts.
Suddenly, the senior officer looks to the sky: ‘Hang on, command… help’s arrived’ he announces, as a figure, obscured by the glare of the sun overhead, swings into view. But, inside the apartment, ‘Do the old man. Seems like the most humane choice that’ll still get the pigs’ attention’ the Squid tells his gang, as the man, his wife and their two children huddle together. ‘No! Please!’ the wife pleads. ‘Anything - just don’t hurt my family!’ the man exclaims. Suddenly, the help crashes through the window - it is none other than Cletus Kasady a.k.a. Carnage. ‘Sounds like a job for “Carnage Family Protective Services”!’ the villain jokes. He wraps his hands around the throat of one of the gang members, ‘Lord knows I could have used a pal like me growing up. Pa was something of a drinker, y’see’ Carnage remarks. ‘You trying to steal my take, Kasady?!’ the Squid asks, before telling him ‘You’re trying to pull one on then wrong dude - the Squid don’t roll over’ the villain exclaims. ‘That’s more of a dog trick, anyway’ Carnage begins before the Squid slams one of his tentacles into Carnage, sending him crashing into the floor. ‘Grab the kid! We’ll use him as a shield on the way out!’ one of the gang members declares.
‘No!’ the father shouts, reaching for his child. Carnage extends his symbiote webbing, catching the gang members in it, he tells them ‘Dad’s right, you dummy. You use the Mom. Kids’re too small - cops’d swipe ya fer sure!’ he adds ‘One to grow on from your pal, courageous Carnage!’ As the Squid rushes towards him, Carnage grabs him by his neck and decides ‘That name doesn’t as good when I say it out loud’. He traps the Squid in his webbing, and turns to the boy: ‘Everything’s going to be all right, little guy. Don’t you fret none. Now…who’s first to give Uncle Carnage a bi ol’ hero’s hug?’ Carnage asks as he looms over the family. But, outside, Peter Parker a.k.a. Spider-Man drops down on one of the police cars. ‘What’s going on, chief?’ he asks. ‘Pandemonium’ the police officer replies, informing Spider-Man that the Squid was holding a family hostage, and then Carnage went busting in. He informs Spider-Man that he is preparing a swat unit, but Spider-Man swings towards the apartment, informing the officer that if Carnage is in there, then they will all be dead.
‘Spider-Man!’ the little boy exclaims as Spider-Man swings into the apartment, where he finds the family alive and in one piece. Looking at the symbiotie webbing around the living room, Spider-Man sees the Squid and his gang tied up. ‘Okay, this isn’t what I expected’ Spider-Man announces, before asking where Carnage is. ‘Lunatic’s gone. Didn’t even take the haul’ the Squid replies. ‘Nobody’s dead, he didn’t take your money, you and your gang are webbed up…you sure it was Carnage?’ Spider-Man asks. ‘Left ya a note’ Squid replies, hanging upside down with a note on his chest. Spider-Man opens it up and there is a picture of Carnage’s face, with the message: “From your friendly neighborhood Carnage!”. ‘Now that is really disturbing…’ Spider-Man remarks, adding that it is verging on copyright infringement.
Meanwhile, in San Francisco, at the Giant’s Stadium, fans line the stadium, while Iron Man a.k.a. Tony Stark descends from above. ‘And now, please rise for our national anthem’ an announcer calls out, but Iron Man steals the scene: ‘Hello, San Francisco! Let’s take a rain check on the national anthem’ he suggests, before reminding them that they have all heard it dozens of times - things exploding, stars, stripes, flag - it’s all still there. ‘Hey, it’s Iron Man!’ someone calls out. ‘Go, Shellhead!’ another exclaims. ‘You rule!’ someone shouts. Iron Man lands on the field, and baseball players go over to him, as do several scantily clad women. ‘Thank you, you’re all too kind. Just another reason San Francisco is the best city in the world!’ Iron Man declares. He removes his helmet, and as Tony Stark, tells them that they have everything here. ‘House of Nanking, fog and forward-thinking, tech-savvy people.
Tony continues, pointing out that they are the kind of people who can appreciate what he is about to offer. ‘Not that eternal beauty needs a hard sell. And that’s exactly what my Extremis App will give you’ Tony claims. Tony’s image appears on the large screens in the stadium, and he remarks ‘More than just beauty, the new Extremis App can make you into your ideal self. No more being trapped in a body you’re ashamed of. Do away with the slightest imperfection. Never age!’ Tony tells everyone that you can be whoever you want - it is just a thought away. ‘This isn’t a sales pitch. The app is already installed on your smart phones - it’s totally free. People of San Francisco, I bring you, and only you, this miraculous gift’ Tony declares, as one of the scantily clad woman carries a tray with some glasses of wine over to Tony, who picks one of the glasses up.
The crowd all look at the smart devices, and Tony informs them that it is completely optional, no one has to participate if they don’t want to - but they would be crazy. ‘But, hey, some people like being imperfect’ Tony remarks. One of the men in the crowd frowns, and holds his walking cane, as Tony tells them that today is the day mankind steps closer to a bright new tomorrow. ‘If not bright, at least much better looking’. The man with the cane is Matt Murdock, he grits his teeth and wonders what Stark is doing. Tony raises one of the wine glasses, ‘Finally your outwards appearance can reflect who you are within. So without further delay - let’s get this party started!’ he shouts. Tony looks at the glass of wine, before knocking it back swiftly. ‘I missed you too, sweetheart’ he smiles at the empty glass.
Meantime, at the Jean Grey School for Higher Learning, a stage has been set up on the grounds, and several X-Men from the Jean Grey School, the renegade team and former members of the Avengers Unity Squad stand on it, before the rest of the X-Men and the student body. Ororo “Storm” Munroe stands at the podium. As headmistress of the School, she begins her address: ‘My fellow mutants, we stand together a united family. After halting yet another human attempt to eradicate our species’. Behind Storm stand Shiro “Sunfire” Yoshida, the Jean Grey from the past, Alex “Havok” Summers, Kurt “Nightcrawler” Wagner, Rogue, Kitty Pryde and Piotr Rasputin a.k.a. Colossus. Storm continues, stating that thanks to the bravery of and blood spilled by the X-Men with her, they have overcome. ‘We have defeated the human Red Skull. The man who so grotesquely defiled our dear Charles Xavier’.
Sitting among the mutants on the grounds, Anole is behind Oya who leans into Quentin Quire: ‘I thought you said you saved the day and defeated the Skull, Quentin’. ‘I did, Idie’ Quentin replies. ‘Liar’ Oya tells him.
Storm continues, remarking that they have been warned of camps like the ones they encountered in Genosha, warned that mutants would be herded up into such a ghetto. ‘But we hope for a better future, we fight for cohabitation against all evidence before us’. Storm then announces that no longer will they add to the turmoil they face, ‘We will not fight one another while the humans kill us off one at a time!’ she declares, raising her voice. Storm states that it is time the X-Men stood together. ‘That we took the initiative and strike first in the war they have waged on us’ Storm adds. Havok interjects: ‘The dream of one people united on the Earth is dead’.
Havok continues, reminding everyone that he has spent the last few years of his life fighting to bridge the gap between mutants and humans. ‘And I can tell you now - it is impossible!’ Havok exclaims, remarking that this world understands only one truth, as Magneto observes the speech from the back of the gathered mutants. Nature follows only one law - survival of the fittest!’ a voice booms, as the mutant boy called Evan Sabahnur, known as Genesis, steps from behind a curtain on the stage, his appearance now resembling that of the X-Men’s deadly foe, Apocalypse. With him is Scott “Cyclops” Summers. Magneto turns and walks away, while a certain falcon sits in a tree, watching the proceedings.
‘The X-Men have amassed an army’ Sam Wilson tells those gathered with him. ‘Apocalypse has risen. Their fury is at a fervor. War will soon be upon us’. The Hulk stands behind Sam, while Wanda Maximoff a.k.a. the Scarlet Witch stands back from them. Queen Medusa of the Inhumans sits next to Sam, while Thor stands at her side. Luke Cage and Jan van Dyne a.k.a. the Wasp are also present. Wanda tells everyone that the mutants will soon realize their folly - and that they are going to come for the Red Skull. ‘Let them come’ Thor exclaims. The Wasp tells the others that they gain nothing from war with the X-Men, and Luke reports that it doesn’t serve his interests. ‘Nor mine’ Sam agrees, before remarking that something happened on Genosha - something wonderful. He tells his companions that a fog has been lifted and he has been liberated of the terrible, lifelong affliction of putting others’ needs ahead of his own. ‘And I’ll wager the rest of you feel it is as well’ Sam adds.
‘Aye! It is a great awakening upon us - one I will fight to preserve’ Thor remarks, and Medusa explains that it is better for her fellow Inhumans that she remain unencumbered, free to do what must be done. ‘If anyone obtains the Skull, he could be used against us - our liberation undone’ she points out. ‘So we hide Red Skull?’ Hulk asks. Sam tells him that there is an easier way forward, ‘We kill him’ Sam states. Wanda, Medusa, Thor, the Wasp and Luke gather around Sam who adds ‘Once and for all. It’s the only way to ensure he can’t undo things’. Luke points out that, more than that, if there is some part of Xavier’s still in there, he would join up with the freaks, so killing him is the best way to guarantee they can’t use him against them. Sam suggests that they present it to the X-Men as an offering, an execution, for what he did to poor Xavier and the mutants. The Wasp remarks that the X-Men won’t buy that for a second. ‘No, but it’ll be too late. Their prize gone’ Luke tells her. ‘Should they still desire war, then we will freely slaughter every one of them…they will see what it truly means to be hunted’ Thor declares.
Sam Wilson, the Hulk, Medusa, Luke, Thor, the Wasp and Wanda walk down a large corridor, where, at the end of it, Edwin Jarvis has his back to a door: ‘This is madness! This cannot actually be your solution!’ he exclaims. Sam tells Jarvis to step aside, but the elderly housekeeper declares that evil only ever begets more evil, and reminds them that the Avengers are not executioners, but the defenders of life. ‘Tell me, Jarvis, what in this world could we do hat would save more lives than killing the Red Skull?’ Sam enquires. ‘What happened the last time someone chose killing him as the solution? What psychic energies he’s actually composed of - there’s no way to know what would happen, Samuel!’ Jarvis utters. ‘We do not require your blessing, old man’ Wanda points out as she casts a hex sphere, which knocks Jarvis away from the door. ‘Let’s get this over with’ Luke mutters, as the Hulk helps Jarvis up: ‘Good friend Jarvis, am hurt? Am okay?’ the Hulk asks. ‘Thank you, Hulk, but I am not. Please - you must stop them!’ Jarvis tells the Hulk.
‘Jarvis good friend - him right Avengers no hurt - AVENBBERS NO KILL!’ the Hulk shouts as he steps in front of the door, while Luke, Thor and the Wasp prepare to face off against him. ‘We are killing today, you giant dullard. So either step the Hel out of the way -’ Thor begins, ‘Or we’ll move you out of the way’ Luke exclaims as he punches the Hulk, knocking him backwards into the door. ‘Now just stay down, dummy’ Luke instructs the Hulk, while Thor holds the axe Jarnbjorn in his hands and suggests that there may be two dead bodies in need of burial. ‘Friends would not do that to Hulk. Would not hit Hulk. Makes Hulk sad…you wouldn’t like Hulk when Hulk is sad -’ the Hulk begins, when suddenly, his body mutates further, becoming a dark green-gray color with red markings, he shouts ‘That’s when KLUH comes out!’ ‘Hulk?’ Wanda asks. ‘Puny Hulk is gone, sweets. I’m the real deal. Ain’t born of Banner’s weak rage - I’m the Hulk’s Hulk!’ Kluh declares.
Kluh tells the Avengers and Medusa that he has been watching them, listening to their garbage for years. He declares that old Jarvis is wrong - the problem is not that they are being rotten and selfish - the problem is they ain’t half rotten enough! Kluh slams his fist to the ground, knocking the heroes about. Sam calls out to the Scarlet Witch, telling her to hit Kluh hard. ‘Whatever this Hulk within the Hulk is - I want it dead!’ he orders. ‘Yeah, now that’s the stuff what I’m looking for, Li’l Patriot! The party times! C’mon - show me something, sweetheart!’ Kluh calls out as Wanda casts a hex sphere and starts to announce that a portal to close the well source of al chaos will rend the fetid flesh from his bones - but Kluh roars ‘TRY HARDER!’ and Wanda falls backwards. ‘Taken dumps harder than you lot’ Kluh declares as he pushes Captain America into Medusa.
‘That green puke, that sad piece of “Doc Green’s” ID - all that confused idiot ever wanted was to be left alone. Me - all I want is to bathe in the blood of the innocent’. With that, Kluh breaks through the wall of Avengers Tower, leaping through the air, he boasts that he is going to rut and roll in some sweet destruction. The heroes look out of the gaping hole in the tower, ‘Uh…should we go after him?’ the Wasp asks. ‘Unless he stands in our way, let’s stay out of his’ Thor suggests, adding that Kluh is no concern of theirs. ‘This however, is…’ Sam points out as they open the door to the Red Skull’s cell. ‘Odin’s blood!’ Thor gasps as they stare into it, and find it empty. ‘The Red Skull has escaped’ Thor declares, while Jarvis, cowering on the ground, looks up at the Avengers….
Havok, Rogue, Scarlet Witch, Sunfire, Thor, Wasp (all former members of the Avengers Unity Squad)
Colossus, Nightcrawler, Storm (all X-Men based at the Jean Grey School)
Cyclops & Kitty Pryde (both renegade X-Men)
Marvel Girl from the past
Anole, Genesis II, Kid Omega, Oya (all students at the Jean Grey School)
Captain America VIII, Hulk / Klluh, Iron Man, Luke Cage, Spider-Man (all Avengers)
Maria Hill & Nick Fury Jr (both SHIELD)
The Tentacles gang