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(1st Story) Chris Bachalo (writer), Chris Bachalo (penciler), Chris Bachalo (colorist), Tim Townsend (inker), VC’s Clayton Cowles (letterer)
(2nd Story) Peter David (writer), Mike Del Mundo (artist), VC’s Clayton Cowles (letterer)Jordan D. White (assistant editor), Nick Lowe (editor), Axel Alonso (editor in chief), Joe Quesada (chief creative officer), Dan Buckley (publisher), Alan Fine (executive producer)
(1st Story)While on leave from the Avengers, Black Widow’s day at the spa is ruined when a Mark X Sentinel falls from the sky, destroying her new sports car, breaking her hand and forcing her into action. Rogue arrives to assist her but the Sentinel takes off. Turns out some A.I.M. agents attached a pair of local teenager’s science project to the Sentinel, hoping to cause a citywide blackout. With the help of the teenagers and borrowing some of Black Widow’s sniper skills, Rogue manages to turn the device off from a distance. The next month, Rogue joins Black Widow for another attempt at a spa day and, when danger calls again, the two women agree that it’s Carol Danvers’ turn to take care of things this time.
(2nd Story)Trying to convince Kitty Pryde to come work for him, Tony Stark gives her a tour of Resilent’s offices. While showing her how the company plans to use Pym particles to combat obesity, Kitty sneezes, letting out microscopic Brood that have been hiding in her system. Fully grown and able to phase, Kitty tricks them into entering various Iron Man suits on display. Once inside, she phases through them, shorting the circuits. Realizing that Kitty Pryde is his “kryptonite,” Iron Man is no longer as eager to work with her and settles on simply having coffee together next time.
(1st Story)At Anastasia Spa in New York City, Black Widow is enjoying her leave from the Avengers. She boasts about her fancy new sports car (complete with a heated steering wheel) while getting a pedicure.
Natasha receives a text alerting her of a possible “code 245” in her area and orders her to investigate. Assuming it’s a joke or an exaggeration from Captain America, she tells him to tell Carol Danvers to check it out.
Suddenly, a Sentinel crashes down outside, destroying Black Widow’s car and opening fire on the spa’s crowd. Forced into action, Black Widow quickly puts on her costume and strikes back, angry at the machine for ruining her day off.
Although she puts up a good fight, the Sentinel manages to break Natasha’s hand and Rogue arrives just in time to assist her. Disappointed that Carol Danvers didn’t show up but not surprised that an X-Man is involved in such a mess, Black Widow is reminded by Rogue that she technically is an Avenger now and that she borrowed Captain Marvel’s powers for the day.
Together the two ladies seemingly defeat the Sentinel but it manages to escape while they both bicker. Rogue explains to Black Widow that they were fighting a Mark X Sentinel that she knocked out of the sky. The Sentinel also has a power grid disrupter attached to it that could easily cause a citywide blackout.
Switching to her plan B, Rogue calls two local teenagers to meet her. Turns out they’re the ones who built the disrupter and also manage to track the machine and Sentinel to the top of the Chrysler Building. They inform Rogue that the device has an on/off switch.
Three miles away with only seconds before the disrupter goes off, Black Widow grabs her sniper rifle and tells Rogue to fly her to the top of a building with a clear sight.
Unfortunately, Black Widow’s damaged hand will prevent her from making a clear shot. She advises Rogue to do it and before Rogue can tell her about her lack of shooting expertise, Black Widow kisses her sweetly on the mouth. Rogue’s mutant ability allows her to absorb spy secrets, Natasha’s sexual history and, most importantly, her expert sniper rifle skills. Rogue says, “Do svidaniya” before making a perfect shot and shutting the disrupter down for good.
About a month later, both Rogue and Black Widow are enjoying a mutual day off at the spa. Rogue explains last month’s threat, telling Natasha that the disrupter was the two teenager’s science project that was stolen by A.I.M. Agents and attached to some Kilgore Mark X “Suitcase” Sentinels. The two women receive identical texts, claiming that there’s another “Code 245” in the area. Both girls agree that Danvers can handle it this time around and they dump their cell phones into their foot baths.
During a private tour of Resilent, given by CEO Pepper Potts, Kitty Pryde finds herself fighting back what seems to be a cold. Kitty eventually asks CEO Pepper Potts why she was asked to come. Assuming that Logan told her already, Pepper is about to tell her when Tony Stark himself interrupts and cuts to the chase: he wants Kitty to come work for him.
Ignoring Kitty’s misgivings, Tony takes over the role of tour guide, showing her the collection of Iron Man suits. Guarded by lasers, they’re on display to impress investors.
Kitty tells Tony that, although she’s flattered by the offer, she’s happy at the Jean Grey School. Tony, knowing that Kitty is a genius, thinks her skills wasted at the school. He’s aware that Kitty has been hacking into the Avengers database and doesn’t buy her excuse that it was actually Emma Frost… Iron Man promises that he’s not mad at her but wants anyone who’s so resourceful on his side.
Continuing the tour, Tony proudly shows Kitty how Resilient plans to solve America’s obesity issue. Resilient plans to rebrand Pym particles, which store mass in another dimension, into “slim particles” to target fat cells. Dubbing the process “inter-dimensional liposuction,” Kitty finally seems impressed but her “cold” kicks back in and she sneezes directly onto the bubble holding the Pym particles.
Alarms immediately go off and Tony is told that something is emerging from the Pym particles. Before they can evacuate, a group of Brood phase out of the containment field. Kitty realizes what happened and explains to Tony that the Brood infested her months ago. It seems that a few never left her body. To make matters worse, they managed to replicate her phasing powers. Tony armors up but the phasing powers of the Brood prevent both Iron Man and Lockheed to have any effect on them.
Kitty oddly claims out loud that she should go lock down Tony’s armor display so the Brood can’t access it. Confused that Kitty would reveal such information and even more confused when she leads them right to the armor, Iron Man nevertheless trusts her when she tells him to bring the suits online so the Brood have a reason to stay inside them.
After the Brood’s phase past the lasers and slip into the suits, they begin to grow suspicious as to why their “mother” made things so easy for them. But they’re too late, as Kitty phases through all of them, shorting out the suit’s circuitry and frying the Brood inside the suits!
Realizing that Kitty is basically his “kryptonite,” Iron Man is now more than okay when she decides to leave and agrees to grab coffee together instead next time.
(1st Story)Black WidowRogue
Kilgore Mark X “Suitcase” Sentinel
Unnamed High School InventorsSasha, Anastasia Spa Employee
(2nd Story)Kitty PrydeIron ManPepper Potts
(1st Story)Rogue’s Avenger status is due to being a member of Havok’s Unity Squad, also known as the Uncanny Avengers.
Kade Kilgore (the current Black King of the Hellfire Club) and his company is responsible for the manufacturing the Sentinel.
(2nd Story)Kitty Pryde was infected or “impregnated” by the Brood prior to Wolverine and the X-Men (1st series) #4. The rescue mission conducted by the other X-Men to rid her system of them was depicted in #5-7.
Although referring to someone or something as one’s “kryptonite” is a common expression, Iron Man’s line about Kitty being his marks a rare occasion where a Marvel book makes a reference to a DC comic book character.
During the Avengers vs. X-Men crossover, Iron Man introduced a suit that was specifically designed to prevent Kitty’s powers short-circuiting it. His surprise here can be attributed to him never having seen the effect of Kitty’s phasing firsthand or him wishing he had equipped all his suits with such a countermeasure.