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Rick Remender (writer), Terry Dodson (penciler), Rachel Dodson (inker), Edgar Delgado & Jesus Aburtov (colorists), Chris Eliopoulous (letterer), Jim Cheung & Justin Ponsor (cover artists), Esad Ribic; Valerio Schiti & Laura Martin (variant cover artists), Idettte Wincoor (production), Jake Thomas (assistant editor), Tom Breevort 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
As the Gene Bomb nears completion, Apocalypse gives a dire warning to mankind. He talks to Cyclops and Havok, before Jean Grey from the past informs them that there is an intruder – Mystique – and she is demanding counsel. This is overheard by Sabretooth, who is spying on Apocalypse from the rafters above. Nightcrawler and Rogue are sent to deal with their mother, who pleads with them to see the error of their ways. Rogue prepares to dro Mystique from a very great height, but Sabretooth comes to her rescue. Nightcrawler tries to attack Sabretooth, but he escapes with Mystique down a sewer to the old Morlock Tunnels. At Stark Industries, Tony Stark throws a massive party celebrating the launch of his new App, Extremis. Tony is drinking again, and none of this impresses Daredevil, who arrives to try and reason with his friend – but they fight, resulting in Tony tossing Daredevil off the balcony, out over the bay. In Latveria Dr Doom is apologizing to the people of his nation for exploiting them. He even removes his faceplate for them to see his true self. However, the Scarlet Witch arrives, seeking vengeance on Doom for manipulating her and turning the world against her. She wants to destroy him, so turns her attention to his people, wondering if he will truly put his life at risk for them. Nearby, Magneto and Quicksilver have arrived after Quicksilver speeds Dr Doom to safety, they plan to calm the Scarlet Witch, but she captures them, and warns them they have made a mistake alligning themselves with Doom. In Las Vegas, Thor is winning countless amounts of money at a casino, while Loki tries to talk to him and asks him to leave with him – but Thor attacks his brother and their fight brings them outside, and before Thor can pummel Loki further, a Quinjet sweeps past and pulls Loki to safety. The Quinjet arrives at Avengers Mansion, and Steve Rogers, his son Nomad and Spider-Man emerge from it with Loki. Loki wants to know what is going on, and he soon learns that Steve Rogers has assembled the villains who were on Genosha when the inversion to place. Sabretooth informs everyone about the Gene Bomb, and tells them that they only have about an hour to stop Apocalypse and save the Earth!
There is darkness all around, as a commanding voice is projected: 'Humans of Earth – I am APOCALYPSE. Heed my words, for this is your last warning'. Apocalypse reports that in the past week they have ejected countless armed forces attempting to reclaim the New Mutant Capital, Manhattan, and while there have been no casualties up until this point, that will end as of today. He declares that they will no longer expel the armies – his X-Men will slaughter them outright. 'Manhattan is ours – be grateful it is all we've taken'. Apocalypse announces that what they will take, how soon they take it and how many lives are lost depends on how well the humans listen. 'The mutant nation is born. No longer willing to stand by as you dictate our fate to us. We will no longer genuflect, patiently hoping for peaceful cohabitation with you savage mongrels. We are simply taking our piece. The question isn't if we will win the war – the question before you, after such grave mistreatment of mutantkind – is can you persuade us to leave any of you alive'.
From inside Ship, Apocalypse, once the child called Genesis, ends the transmission and turns to Alex “Havok” Summers, asking him how the broadcast was received. Havok informs Apocalypse that there have been numerous attempts at negotiations from the President and other world leaders. 'Let them soak in terror' Apocalypse replies.
Accompanied by Scott “Cyclops” Summers, the enter another part of Ship, where Clan Akkaba attendants are busying themselves at a large machine. Apocalypse points out that with no Avengers, they won't risk a further escalation, not soon. 'By the time they find their nerve – it will be too late' he points out, before standing in from of the large machine and addressing it as the gene bomb, he asks about its status. Cyclops reports that it will be completed in a matter of hours. Apocalypse remarks that for centuries the Akkaba dreamed of such a thing, and now, working together, they have completed it in a matter of days.
Suddenly, Jean Grey from the past enters. 'Lord Apocalypse – there's a matter that demands your attention. A lone intruder' she announces. 'Who would be so stupid?' Cyclops wonders, unaware that Victor “Sabretooth” Creed watches from a ledge above them. Jean Grey reports that it is Mystique, assuming that she snuck past the perimeter guards, and now she is out front, demanding counsel. 'Then she will have it.. .I know precisely the ambassadors to send' Apocalypse replies.
Indeed, outside Ship, which towers over Manhattan, whose streets are now empty, Raven Darkholme a.k.a. Mystique calls out to the X-Men, telling them that the toad they walk will lead only to ruin. 'A war that will burn the world down! Please hear me!' she shouts. Suddenly, there is a BAMF, and Kurt “Nightcrawler” Wagner teleports himself and Rogue in front of their mother. 'Kurt's right, “Mom”!' Rogue smirks. Kurt asks Mystique why she wishes to stop them, as they have accomplished all that she dreamed of and that she was incapable of. Mystique tells her children that she did not come here for a fight, simply to talk. 'Ya hear that, Kurt? She wants to talk' Rogue remarks, pressing her fingers together. Armed with a sword, Kurt replies that this cannot be the same woman who raised Rogue to join the Brotherhood of Evil Mutants and abandoned him to death. 'You know what I say is right' Mystique tells her children, pointing out that joining Apocalypse, taking Manhattan and waging this war, they will undo the peace Charles Xavier fought for in one swift stroke. 'You misunderstand us, “Mother”' Kurt replies, as he extends his sword, cutting Mystique's cheek and drawing blood.
'We've given up on peace' Rogue announces, grabbing Mystique, she flies her into the air, 'Just like you always taught' Rogue adds. Rogue grabs Mystique by her throat, 'Gonna be a hoot!' she smiles, boasting that they are going to deal with the humans, the same way the humans dealt with them. Rogue then releases her grip on Mystique, and the frigtened woman starts to plummet to the concrete jungle below. 'No room for peaceniks in our club' Rogue calls out – but as Mystique nears certain doom, Sabretooth leaps across the rooftops of several buildings and grabs his off-on associate.
'It's okay' Creed tells her, as he lands safely, arms around Mystique. 'They've gone mad, Creed -' Mystique declares. 'You don't know the half of it' Creed replies, leaping up as Rogue swoops down in an attempt to strike them both, but she misses. Nightcrawler teleports over to Mystique and Sabretooth, but as Rogue swings around for another fly-by, Creed kicks Nightcrawler into her, 'Sad to see you go, dark Nightcrawler' Creed remarks, and as he carries Mystique down an alleyway, adds that Nightcrawler was the one person on Earth who gave Logan hope in mankind. 'And you were the one who most took it away, Sabretooth' Nightcrawler calls out as he teleports into the alley, Rogue flying alongside him. 'Gone. The old Morlock Tunnels' Kurt realizes as he looks at an open sewer cover. Rogue tells Kurt that it is almost ironic, Sabretooth using the Morlock Tunnels to hide from them.
Meanwhile, in San Francisco, at the new headquarters of Stark Industries, Tony “Iron Man” Stark is having a party. A number of scantily clad women parade around him, everyone is drinking, including Stark. 'No, no, I'm not taking public offering, you delightful girl' Stark remarks, adding that the people of San Francisco have voted – the Extremis App is a hit, and it is going to be worth more than anything else – ever! 'I love it, Mr Stark. I've never looked better' a woman in a bikini grins as she takes a selfie of herself. 'I set my payments to automatic!' another calls out. 'Worth every penny' a blonde woman comments, while Stark tells the woman at his side that he is a smart dealer – first taste for free. 'Public's hooked – not the real money – in APP purchases' Stark excplains. 'Uh-huh' the woman at his side replies, sipping her drink. 'Oh, look, I'm boring you – and your idiot shirt is killing my buzz – so off you go' Stark tells the woman, who is wearing a large sports shirt off-the-shoulder. Tony walks away from the woman, and a voice calls out to him 'Got some bad news, Stark – I'm shutting this down'.
Tony looks up and sees an unimpressed man dressed in red standing on a ledge. 'Speaking of buzzkill! Matt! Or not Matt, or Daredevil, or whatever you want to go by – open-minded kind of party' Tony tells Matt Murdock a.k.a. Daredevil. Daredevil steps down onto the same level as Stark. 'Join in, sourpuss. Extremis is on the house' Stark explains. 'Take care of that whole ginger thing you were cursed with' he remarks. 'You're drinking again' Matt points out, ignoring Tony's comments. 'Why twelve steps when this one step is so much easier? So much more -' Tony begins, holding his glass of wine out in front of Matt, who knocks it away, causing it to shatter on the ground, spiling the champagne over the ground. '-fun' Tony concludes, while Matt asks him if he wants to fall off the wagon, then that is his choice. 'I've spent the last week fighting a crime wave of your making – your product! People doing anything they have to fot it!' Daredevil declares, pointing at Tony, who smirks and replies 'Yeah'.
Tony continues, 'Sorry, Karl Marx, but that's how Capitalism works. Great products become so popular that the lower classes resort to crime to pay for them. How is that any different from a nice car or a plasma television screen?' Tony asks. 'YOU KNOW DAMNED WELL WHY IT'S DIFFERENT!' Daredevil shouts, pushing Tony backwards.
Tony lands on the ground and mutters that he was enjoying this party better before Daredevil showed up. 'I'm going to have to invite youto leave' one of Tony's armors calls out as it flies towards Daredevil, who leaps up, dodging it. 'A man who prefers arguing to drinks and women – most lawyers like all three' the Iron Man armor comments, firing a repulsor blast at Daredevil, who once again leaps out of the way. 'You've lost your mind' Daredevil tells Tony, shoving his staff against the armor. 'No. I've finally found it' Tony replies as he rushes towards Daredevil, as his armor falls backwards. 'Fast, right?' he asks as he wraps his hands around Daredevil's throat, then shoves his knee into Daredevil's stomach. 'It's not just the armor you have to watch out for these days, Matthew'. Tony holds Daredevil over the edge of the balcony they are fighting on, 'I get that you're upset, buddy. I won't hold this little outburst against you. You know you're always welcome, but if you do come back... coat check the attitude' Tony declares as he tosses Daredevil off the balcony, out over the water.
Meanwhile, in Latveria, Dr Doom stands on a tower overlooking his kingdom and addresses the citizens who have gathered below, announcing that he has done his utmost to guide Latveria to a brighter tomorrow. 'I lie I have told myself my entire life. I have used this nation. Exploited her resources for my purposes. Imperiled her. You all' Doom confesses, before informing his citizens that is changing, that the burden of a great bleakness in his soul is gone – and the egotism that drove him with it. Doom puts his fingers to his mask and tells his citizens that he is not above them, that he is flawed and imperfect, and that under the eyes of God, merely a man. 'I am done hiding. Look upon my true face and see in it your brother' he tells them, to the sound of several gasps resonating from the shocked crowd. Doom replaces the mask and announces that Latveria is henceforth a democracy.
Suddenly, a voice calls out 'If Latveria is what you love most – you will live to see it burn'. It is Wanda Maximoff a.k.a. The Scarlet Witch, who attacks the tower with a surge of energy, knocking Doom into the air. 'You used me. Manipulated my powers. Turned the world against me!' Wanda screams.
Doom retaliates by firing a surge of energy at Wanda, blasting her into another tower, xplaining that he seeks redemption, but that he will not be lying down. Blood trickles from Wanda's nose, 'Redemption? So it is penance you seek? To pay for your crimes? If that is your wish...I can be accomodating' Wanda replies, hovering in the air, turning her attention to Doom's citizens, she asks the monarch if he would imperil himself to save his denizens. 'Don't -!' Doom cries out. 'Years of my life hunted and despised by the mutants! Years in hiding – blamed for their decline!' Wanda shouts, casting forth her energies, which strike Doom as he steps in front of several women. 'You will regret using me as your proxy!' Wanda warns Doom, who attempts to resist the energies – until the explode, and he falls to the now broken ground beneath him. 'You will be dead, but your soul will remain imprisoned for eternity. Eternity watching – as my rage covers this world in a black plague!' Wanda exclaims, ready to cast forth more energies at Doom, but he vanishes. 'He's gone? Who dares interfere?' an unimpressed Wanda demands.
'Okay, I did it. I'm not entirely sure why I did it, but I did it' Pietro “Quicksilver” Maximoff exclaims as he speeds along several rooftops towards his and Wanda's father, Magneto, carrying Doom's motionless body. Magneto tells Pietro that they cannot allow his sister ot kill Doom, as she would never recover from it. Magneto then asks 'Where is Wanda?' 'The land of furious super evil' Quicksilver replies, adding that whatever has possessed her, it is no good and it is down deep. 'Deeper than you know' Wanda cals out as she appears overhead – and instantly, Magneto and Quicksilver clutch at their own throats, as Wanda levitates them and Doom into the air. 'You have made the last mistake of your lives in standing with this filth' Wanda grins and begins to cast some energies forth, asking what else she could expect from her “family”?
In Las Vegas, 'Snake eyes, lucky snake eyes. The shirtless gentleman wins again' a somewhat nervous casino employee remarks as Thor pulls a lot of money towards him on the casino table. Several women smile and clap as they watch, while a voice calls out 'I've seen this game before, brother... I think they're letting you win'.
It is Loki, who stands with his arms folded and adds that he thinks it might have something to do with that massive axe resting on the table. 'Begone' Thor tells his brother. Loki points out that Thor has done fairly well for himself, and asks as to where he got the money for such a large wager. Thor knocks back some beer, while pointing at a large gaping hole in a wlla that leads to a now broken-into vault. 'Again, I'm not sure that's quite how a casino works' Loki smirks. 'It's how this one works' Thor replies as he picks up the die and tosses them down the table. Loki points out that Mjolnir could help clear whatever evil fogs Thor's mind, but Thor reveals that he left that cursed relic on the moon. 'I am unworthy – gladly so' he adds. Loki touches Thor's shoulder and tells him that he has had too much to drink. 'Come with me before you completely tarnish what is left of your reputa-' Loki begins, but Thor raises his arm and smacks Loki away, 'Dare not touch me' he declares, drawing blood.
Thor picks up the axe, Jarnbjorn and moves towards his brother, 'Why do you pester me, little shadow?' he asks. 'Why do you continue to nip at my ankle?' Loki explains that he is currently incapable of lying, so as much as it pains him, he is going to tell the truth – he is trying to help him, because he loves him. Thor responds by charging towards his brother, as Loki points out 'You've always been there to try and turn me towards the light. Now it is my turn to return the favor'. But Thor collides with Loki and tells him that his love is misplaced, as they charge through the outer wall of the casino, Thor punches his brother in the face and tells him that he feels only disgust for him. 'I... I won't fight you... look into your heart, brother... a terrible plague is upon you' Loki declares.
Ready to inflict another punch, Thor tells his brother that he is the only affliction that haunts him – but before he strikes his blow, a jet speeds past above them, 'You boys need a time-out. Consider this a free intervention from your friendly neighborhood Spider-Man!' Peter Parker a.k.a. Spider-Man jokes as he shoots some webbing, which latches on to Loki, and pulls him up into the air, away from Thor. 'We're not done' Loki calls out to Thor. 'Bah' Thor mutters, before heading back into the casino.
'We have to do something! They've all gone extremely crazy. I've gone extremely crazy! I just told my brother I love him... I shudder to think about the repercussions of that maneuver' Loki exclaims as he follows Spider-Man, Steve Rogers and his son, the new Nomad, out of the jet. 'Will one of you please tell me what is going on?' Loki asks.
Spider-Man informs him that the Avengers have all gone loco, the X-Men have taken over New York and every other hero on Earth has been shrunken to subatomic size and imprisoned. 'So, you know, Tuesday' Spider-Man jokes. 'So we're it? We've got no one left to help us stop the X-Men and the Avengers?' Loki enquires. But the aged Steve Rogers informs Loki that is not entirely true, as there were others on Genosha, the ones that Loki arrived with. 'The inversion hit them as well' Nomad points out. 'Are you suggesting with bring together all of the villains who were on Genosha to form a new Avengers?' Loki asks. 'No...' Steve replies as he presses a panel which opens a door, 'I'm saying I already did' he announces, as Sabretooth and Mystique are revealed, along with the Enchantress, Hobgoblin, Jack O'Lantern, Carnage and the Absorbing Man.
'This... this seems... unwise' Loki declares, throwing his hands behind his head. Steve Rogers points out that in times of great turmoil, sometimes the only strategy left is the one they like the least. 'I'm a good'un now, son. Ya'll can count on it!' the maniac called Carnage grins. Loki suggests that, combined, they might be able to take down his drunken brother, to which Sabretooth declares that Thor isn't the priority. He announces that Apocalypse and the X-Men have gone totally off the reservation, that he infiltrated that damn tower and what he saw was no good. Sabretooth explains that the X-folk are looking to end the war permanently, that they have a DNA bomb that will flash-fry everyone who hasn't got an x-gene. He reports that they are the only ones who know about it, and frowns as he reports that they have only got an hour to stop them....
Havok, Rogue, Scarlet Witch, Steve Rogers, Thor (all former members of the Avengers Unity Squad)
Cyclops & Nightcrawler (both X-Men)
Jean Grey from the past
Absorbing Man, Carnage, Dr Doom, Enchantress, Hobgoblin, Jack O'Lantern, Loki, Mystique, Sabretooth
Apocalypse / Genesis II
Casino staff and patrons
As revealed in Avengers: The Children's Crusade mini series, Dr Doom manipulated the Scarlet Witch into causing the events of the “Avengers: Disassembled” storyline.