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Rick Remender (writer), Terry Dodson (penciler), Rachel Doson (inker), Laura Martin & Matt Milla (colorists), Chris Eliopoulos (letterer), Jim Cheung & Justin Ponsor (cover artists), Dave Johnson; Sara Pichelli & Laura 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
Spider-Man and Nova arrive at Avengers Tower for a briefing. Many other Avengers are present, before Sam Wilson, the Scarlet Witch, Thor, Luke Cage and Medusa appear, informing them that the Red Skull is missing and they believe someone here is responsible. Sensing danger, Spider-Man pushes himself and Nova through a window, as Sam Wilson uses Pym Particles to shrink all of the other Avengers and capture them. Sam attempts to retrieve Spider-Man and Nova, but fails. The Scarlet Witch ends her association with the group, and warns them not to get in her way. Spider-Man and Nova are assisted by Magneto, who takes them to Avengers Mansion where he has been working with Steve Rogers and his son, Nomad. They see on a monitor the destruction the inverted Hulk has been causing, and Nomad races to face off against him. The others are about to follow, but an alarm sounds, and they witness the arrival of the new Apocalypse and his Ship over Manhattan. As Sam Wilson removes the Pym Particles from the Wasp, he is soon confronted by Storm, Havok, Cyclops, Rogue, Nightcrawler and Sunfire. A battle begins as the X-Men want the Red Skull, but soon learn he is not here. Havok frees the Wasp, while Apocalypse confronts Sam Wilson and warns him to tell the humans to leave Manhattan within the next three hours, because the mutants are going to take what is rightfully theirs - and apocalypse is upon them!
Avengers Tower, where Spider-Man swings towards the headquarters of most of the current Avengers:
‘Hey, Spidey!’ a voice calls out, and as Spider-Man lands on the roof of the Tower, he tells the new Nova, the young hero called Sam Alexander, that “Spidey” is a bit familiar. ‘Er… I mean, Spider-Man’ Nova responds. Spider-Man shakes his finger at the young hero and declares ‘Mr Spiderton Esquire the Third is what newbies call me, son’. Nova smiles and points out that he is not totally new at this. ‘I’ve been doing this, you know, for a while now’. They walk side-by-side and Spider-Man slaps Nova on the back, ‘I’m just hazing you, Nova. It’s what the old guard does to assert dominance’ he explains, before suggesting Nova lighten up, as he has to have a sense of humor to survive the dour tone this life tends to cast. ‘Ha - okay!’ Nova replies.
As they enter a stairwell off the rooftop, Spider-Man tells Nova that the dude who wore that helmet before him was a good guy, named Richard Rider. ‘There’s a joke in there if you think of it’ Spider-Man remarks, before informing Sam that Rich left some big shoes to fill, and that Sam is doing great. ‘Wow. Thanks’ Sam replies, remarking that he is flattered the Avengers invited him. ‘I mean, this is big! Every single Avenger called to a meeting, must be important!’ ‘Such youthful eagerness’ Spider-Man points out, before telling Nova to give it time. ‘All you need is a soul-sucking symbiote or a media outlet dedicated to smearing your good name… and all that enthusiasm will fade quickly!’ Spider-Man tells the young hero as they enter a large meeting room, where a selection of Avengers are gathered. ‘We throw colorful costume parties, so it’s not all bad. Just… don’t look at the fact that we all wear brightly and frilly uniforms to closely or it’ll make us all seem like weirdos’ Spider-Man adds.
‘I think the costumes are kinda neat!’ Nova exclaims as he looks around the room, and sees the Black Widow, She-Hulk, Valkyrie and the original Spider-Woman engaged in conversation, while Cannonball and Sunspot talk to the Black Panther. Hawkeye, the latest Power Man, the Vision, the Beast, the Thing, Starbrand and the Invisible Woman are gathered together, while Mr Fantastic stretches himself up to a mezzanine where Hyperion stands. Across on another mezzanine are Young Avengers Wiccan and Hulkling. ‘Sure you do. And you’re like, what, thirteen years old? So that’s okay’ Spider-Man tells Nova, leading him over to Hawkeye. ‘But take this dude right here for example… Hawkeye’s like thirty-six and dressed up in a purple jumper!’ ‘Said the loud-mouthed man-child in the bright red leotard’ Hawkeye mutters. ‘Costume envy. He changes his every few years, while my leotard remains timeless’ Spider-Man whispers to Nova, who laughs.
The Beast tells his companions that it is trifling being on both teams. ‘Morons in both camps seeking -’ he begins, before the Vision declares ‘Enough! I tire of this one-sided conversation, McCoy’.
The Invisible Woman asks if anyone has any idea what the purpose of this meeting is, before wondering ‘Where the hell is Rogers?’ Suddenly, a voice calls out ‘Steve isn’t running this show… I am’ Sam Wilson, formerly the Falcon and currently the latest Captain America announces from another mezzanine. Flanked by Thor, Wanda Maximoff a.k.a. the Scarlet Witch, Medusa and Luke Cage, Sam tells everyone that he appreciates them all falling in line. He adds that he knows these priority alerts are inconvenient, and that they all imagine their work important, but that this problem requires immediate action. ‘The Red Skull has escaped’ Sam announces. ‘After what we went through on Genosha that’s bad news to most of you. But not all of you’.
Sam continues, revealing that security logs show someone with Avengers-level clearance accessed his cell. Sam informs the Avengers that it was the same person who erased the security footage, which leads him to believe that one of the Avengers aided the Red Skull. ‘Verily so’ Thor declares. ‘Is this a joke?’ the Black Panther enquires. ‘We shouldn’t have come here’ the Invisible Woman utters, while Sunspot asks ‘What are you talking about?’
A stern-faced Sam points at the assembled Avengers and tells them that when he became Captain America, he swore to protect everyone, including himself, ‘There are simply too many of you to determine who was responsible’ Sam points out. ‘And frankly -’ Sam begins, while Spider-Man exclaims ‘Something’s wrong!’ ‘You’re all a liability to me’ Sam Wilson declares, as he presses a button on a remote control, adding that everyone is much safer locked up in Hank Pym’s subatomic ant farm. ‘What?’ the Black Panther asks.
‘MOVE!’ Spider-Man shouts as he pushes Nova through a window, into open air, Spider-Man falls through too, as the other Avengers suddenly vanish. Spider-Man grabs Nova and fires some webbing ahead, as broken glass falls form Avengers Tower. ‘What was that? They all just disappeared! What just happened?’ Nova shouts, confused. ‘Not now, kid’ Spider-Man replies.
Suddenly, from the broken window, a voice calls out ‘I’m afraid our invitation won’t be ignored’, and long red hair wraps around Nova’s throat. Nova is pulled back to Avengers Tower by Queen Medusa, who tells Spider-Man to come back, or she will be forced to snap Nova in half. ‘Okay, this goes well beyond hazing the new kid’ Spider-Man remarks as he swings over to Medusa, telling her that he doesn’t know what she is up to, but that she is going to need seven gallons of peanut butter to get his webbing out of her hair. He shoots the webbing into Medusa’s hair, and she is forced to release Nova.
‘Go, kid - get us out of here!’ Spider-Man shouts at the young hero, who speeds through the air after Spider-Man attaches himself with webbing around Nova’s ankles. ‘Where?’ Nova asks. ‘Just not here!’ Spider-Man shouts. ‘You’re the pro - call the game plan!’ Nova retorts. ‘I don’t know! I don’t have one!’ Spider-Man shouts back. Nova speeds around the corner of a skyscraper and Spider-Man declares that a whole lot of big confusing stuff just happened in a very short amount of time. ‘Oh, man - I think every Avenger in the world got captured’ Nova remarks. ‘Nearly all’ a voice calls out, as Sam Wilson soars nearby add throws his shield, which sticks Nova in the back, causing the young hero to crash into a nearby building. ‘Guilty man’s always the first to run - so tell me where you took the Red Skull or I’ll snap your damned neck!’ Sam shouts at Spider-Man.
‘Literally the least “Captain America” line of dialogue ever’ Spider-Man replies. ‘There’s a lot more different about me-’ Sam starts to say, when suddenly, his shield is flung back at him, knocking him through the air, he crashes down to the street below. ‘Guess the shield also finds your behavior a bit out of character’ Spider-Man points out as he swings over the crash below. Then, out of the shadows of another building, wearing a darker costume than usual, the beautiful Scarlet Witch appears. ‘Wilson, what the hell is taking so long, you incompetent stooge?’ Wanda calls out. But as Wanda floats through the city, she doesn’t see Spider-Man and Nova, who are in the shadows of another building, being held by Magneto, who has his hands around their mouths. Nova struggles to speak, but Magneto tells him to be quiet, and that they would be better to avoid fighting his daughter. ‘As strange as this must seem - I am here to help’ Magneto assures them.
Back at Avengers Tower, Thor, Luke and Medusa are together, and Thor announces that the Avengers are no longer their problem, as they are all safely stored within Pym’s ant farm. Luke asks if the Wasp has been drained of all her Pym Particles. ‘Because we might need to round up the X-Men and -’ Luke begins, but Medusa interrupts him: ‘And the Inhumans? Is that what you were going to say?’ she demands. ‘So what if it was?’ Cage asks. ‘Cease this infantile display!’ the Scarlet Witch commands as she and Sam Wilson return. ‘This charlatan allowed Spider-Man and Nova to escape’ Wanda informs the others. ‘Damn. Neither of them are awakened like us - they will interfere with our plans!’ Medusa points out. ‘Our plans? We have no common interests beyond this point. Our alliance has served its purpose - I have no further use for any of you’ the Scarlet Witch declares, pink energy coursing around her. Wanda then flies out of the broken window in Avengers Tower, warning the others that if their paths cross again, she will rend their souls from their bodies. ‘Stay clear of me - for I will have my vengeance!’ Wanda declares.
Meanwhile, at Avengers Mansion:
‘Then I wake up to discover Carnage is playing hero. But it gets better when I’m called to Avengers Tower for some big, fun news - which turns out to be a ruse by a crew of scowling Avengers to imprison all the other Avengers!’ Spider-Man explains to Steve Rogers and his adoptive son, the latest Nomad. Nova sits nearby, as Spider-Man informs Steve and Nomad that he and Nova tried to politely sneak away, and the All-New, All-Bloodthirsty Captain America tries to kill them - but all is well because Magneto shows up to save them. ‘And you’ll never guess who Magneto’s working with! Geriatric Steve Rogers and his new pal -’ Spider-Man exclaims, throwing his hands into the air. Steve introduces his son, Ian. ‘Of course! Your son. Sure, why not. Pleasure to meet you’ Spider-Man mutters, shaking Nomad’s hand, he asks if Nomad is going to kill him as well. ‘Or are you guys like the New Astonishing Avengers, dedicated to not going crazy?’ Spider-Man asks.
Magneto reports that it is not just the Avengers, for the X-Men have gone mad as well. ‘Good. Perfect. The hits keep coming’ Spider-Man mutters. Magneto informs the others that during the battle on Genosha, Rogue saw something of Charles Xavier inside the Red Onslaught, and Doom and the Scarlet Witch cast order and chaos energy onto Onslaught hoping to invert the personalities, to bring Xavier out. ‘But something clearly went wrong’ Steve points out, adding that everyone who was on that island has had his or her basic alignment inverted. ‘This just keeps getting better and better! Dogs and cats living together - mass hysteria!’ Spider-Man shouts. ‘You mean every good guy on that island is now bad? And every bad guy is now…’ Nova’s voice trails off, as Magneto smiles and concludes ‘Good’. Steve switches on a monitor, which depicts an explosion in a city, and announces that it gets worse. ‘Eager to hear how that’s possible’ Spider-Man remarks as Steve reports that he picked this up just before they arrived.
On screen, the Hulk can be seen rampaging. Fire rages around him and he holds two cars overhead. Steve points out that the change was a bit more visible with the Hulk, as the inversion effect released the Hulk’s Hulk, and five minutes ago he began a rampage across Arizona. ‘Highly out of our league, but we’ll find a way to stop him’ Steve asserts. ‘We have to stop the Hulk’s Hulk? What’s next, Steve? Feeding a catheter into Galactus? Spider-Man asks. A reporter on screen states that Channel 5 is on scene as the monster continues his rampage, adding that property damage alone will reach the billions. ‘Ya find this interesting, little man?’ Kluh asks. ‘Pissants drawn to the stench of my party-time frenzy. Kluh turns to the camera man, and tells him to keep filming, as he is going to give him a sweet show before he squishes him. ‘Anyone watching worth fighting - I start killing until someone stops me!’ Kluh announces. ‘You hear me, “heroes” - I’m calling you out!’ Kluh roars.
Suddenly, ‘You want a fight - you got one!’ the young Nova smiles as he appears in Arizona. Spider-Man, Steve, Magneto and Nomad see Nova on the screen. ‘How did he do that?’ Nomad asks. ‘WHY did he do that?’ Spider-Man wonders, shaking his head. ‘I don’t know. But he’s about to wish he hadn’t’ Steve tells the others, before suggesting they get to the Quinjet, as they need to help him. Suddenly, an alarm sounds. ‘Hey, it’s a loud alert sound! We were due for some bad news’ Spider-Man mutters. The aged Steve Rogers explains that it is a perimeter warning, meaning something is nearby. ‘Be ready for anything’ Steve tells his companions as they rush up some stairs, but when they reach the rooftop, ‘Even prepped, I’m not ready for whatever that is’ Spider-Man declares as they look up and see the Ship of Apocalypse towering over the city. ‘That is the doom I feared most. Apocalypse is upon us’ Magneto announces.
On a balcony of Ship, overlooking the city, Storm, Havok, Cyclops and Nightcrawler stand alongside the mutant Genesis, who recently transformed into the new Apocalypse, while Sunfire and Rogue hover nearby. Fists clenched, the new Apocalypse declares ‘They have turned inward, eating each other like starving rats…exactly as you predicted, Havok’. Frowning, Havok replies that the Avengers have never failed to disappoint him. Apocalypse remarks that it was not worth the fight on Genosha, but now, while they are splintered, it is time. ‘Get the Red Skull’ he commands.
Back in Avengers Tower, Sam Wilson pours a drink into a small glass and states that democracy has failed. ‘We gave it a try. Let the idiots do everything by vote. Just look what it’s gotten us, Wasp’ he tells the Wasp, who is strapped to a chair, energy beams going into her head, a blank look across her face, as Wilson’s bird, Redwing, sits on a chair nearby. Sam continues: ‘Murderers and thieves running free, corruption and industry poisoning the world… it’s a mess out there’. But he boasts that that is all about to come to an end, thanks to her generous donation of Pym Particles. He smiles and declares that he can shrink down anyone in his way, claiming it is the most humane solution, that no one need to die to bring order. Sam tells the unmoving Wasp that the world needs to be directed by one voice, one strong man to sort it all out - to guide the herd. ‘The world demands a tyrant, Janet. And who better than I?’ Sam asks, about to drink from the small glass, when someone asks ‘Was that rhetorical?’
Storm leads Cyclops, Havok, Rogue, Nightcrawler and Sunfire into the room, and Cyclops announces that they might have another option in mind. ‘Look at this opulent tower - some fancy digs you swine have here. Fascism days, ja?’ Nightcrawler remarks. Rogue rubs her hands together and tells Sam that they do appreciate him clearing out the other Avengers, as it makes the domination by the X-Men so much easier. Storm informs Sam Wilson that if he wishes to survive, he should deliver the Red Skull to them now. ‘Wait - what the hell - Janet?’ Havok gasps as he sees the Wasp strapped to the chair. ‘You dare touch my wife?’ he shouts, firing a blast which sends Sam Wilson careening backwards through the room. Cyclops instructs Nightcrawler to collect the Skull, but Sam claims that the Skull is locked up tight. ‘So unless you gene freaks want me to detonate his cell, you’ll -’ Sam begins, but before he can fling his shield, Nightcrawler materializes above him and grabs it. ‘No Red Skull’ Nightcrawler declares, suggesting that they move to the next item on today’s agenda: ‘Killing the rest of you’ he exclaims as one of his swords slices Sam across his chest.
When Storm fires a blast of lightning at Sam though, he dodges it, ‘Nice try, Weather Witch!’ Sam declares as he knocks Storm aside. ‘Oops, hit the wrong gal, sweetness’ Rogue grins as Sam tries to punch her, but she doesn’t even flinch. ‘I can take your mind off that broken hand’ Rogue adds as she kicks Sam in his stomach, then picks up the large table and holds it overhead, as Sam has dropped to his knees. ‘You’ve held the status quo together for a good run,. But all empires fail’ Rogue points out, adding that today ends the era of human domination, as she slams the table down onto Sam’s back. Suddenly, ‘Enough! I need him alive!’ Apocalypse declares. He marches over to Sam while Cyclops taps at some monitors and reports that the Red Skull is gone. ‘Either they moved him or -’ he begins, but Apocalypse remarks that he will resurface, and when he does, the Red Skull will side with them.
Apocalypse picks Sam up from the ground and holding him up by his throat declares ‘Captain, you will deliver a message to your flock’. Sam gasps for breath, and Apocalypse instructs him to tell the human filth that they have three hours to vacate his island. ‘Manhattan is the first prize of the mutant uprising’ Apocalypse boasts. ‘Why…?’ Sam asks. Drawing blood as he punches Sam in the face, Apocalypse tells him ‘Because it is important to you’. He slams his fist into Sam once more and declares that the mutants are going to take away everything that the humans ever cared about. Havok puts the motionless Wasp onto his shoulder, while Apocalypse announces that the rightful heirs of this world have come for what is owed. ‘New York is ours’ he asserts, boasting that any human found here in three hours will be slaughtered. Apocalypse readies for another punch, ‘Tell them, good Captain. Tell them all - the Apocalypse is upon you!’
Havok, Rogue, Scarlet Witch, Steve Rogers, Sunfire, Thor, Wasp (all former members of the Avengers Unity Squad)
Cyclops, Nightcrawler, Storm (all X-Men)
Apocalypse / Genesis II
Beast, Black Panther, Black Widow, Cannonball, Captain America VIII, Hawkeye, Hulk / Kluh, Hyperion IV, Invisible Woman, Luke Cage, Mr Fantastic, Power Man III, She-Hulk, Spider-Man, Spider-Woman, Starbrand, Thing, Valkyrie, Vision (all Avengers)
Hulkling & Wiccan
Hardly “Every single Avenger” has been called to the meeting, it is mostly made up of current Avengers team members, and even then there are some absences.