Part I: As Things Change…
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“Oh, god! Wanda!” shouted Hawkeye, holding the fallen redhead in his hands. He looked at all the heroes, who had stopped fighting. “You killed her! All of you! You bastards!”

“Calm down, Clint,” said Cap. “The last thing we need is a breakdown right now.”

“Breakdown?!” Clint asked. “Cap! This is the same woman both of us have had feelings for at one time or another! Every Avenger here should have a breakdown!”

“Do you give up, Cap?” asked Iron Man. “Surely this has been a terrible loss. This is what happens when you break the law.”

“Shut up, Tony!” shouted Cap. “How many of your spin doctors are working on telling America the same thing? This is getting old fast.” He pressed the page button in his glove.

“Then I’m sorry, Cap, but I’m going to have to take you by force,” said Iron Man. He looked to his government officials. “Take ‘em.”

“Yeah,” said Cap. “Right.”

He and his crew were suddenly engulfed in darkness as Cloak teleported them away. Iron Man cursed.

Ms. Marvel hovered next to Tony for a second. “I know this is a bad time,” she said, “but word came in from Happy. He says we just lost Peter…”

“Peter’s dead?!” asked Tony in shock.

“No!” said Ms. Marvel quickly. “Sorry, I meant he’s gone. He’s left for the resistance…”

Tony cursed again. “Pack it up, team! We need to be back in the States yesterday!”

Baxter Building

“So much for the X-Men being neutral, eh, Summers?” asked Miguel Reyes as he and his Sentinel Squad soldiers fought back against the X-Men.

“Emma and the others didn’t come for a fight,” said Cyclops. He ducked as Colossus leapt over him toward one of the Sentinels. “We did, though, because we knew you would.”

“You broke into a property that is now under protection of the government. You are dangerous individuals. That mandates a fight, as you call it,” said Reyes. “Besides, haven’t you heard? Using your powers is against the law, mutants.”

Emma Frost cleared her throat loudly above the ruckus. “Actually, Colonel, you appear to be forgetting something.”

“What’s that, Frost?” asked Reyes. “And don’t bother trying to get into my mind, because we’ve got shields.”

“Remember the tagging you all performed on the 198?” she asked. “The government has us fully documented. I asked Val Cooper over tea on the weekend.”

“But—you aren’t tagged!” Reyes shouted. “That means you’re off the reservation without reason or permission.”

“Did it ever occur to you?” asked Emma, shifting into her diamond form, “that perhaps angering the 198—or the X-Men, for that matter—might not have been the best plan on your agenda?”

The Xavier Institute

“They’ve got reinforcements coming out of the 198 camps, sir! I don’t know how much longer we can hold them off!” shouted the commanding operative from the Office of National Emergency.

Reyes shouted back through the walkie-talkie. The operative could hear the violence in the background. “Damn it all to hell! They set us up!”

“I-I gotta go!” shouted the operative suddenly. The 198 were right there in front of the operatives.

“Yeah, you do,” said Mammomax, the elephantine mutant. He hovered over the man and let out the largest, trumpeting roar that the mutant kingdom had ever seen. Mammomax looked at the new wet patch on the front of the cowering man’s pants. “Looks like you already went…”

The New X-Men and other students watched from the front windows of the mansion. Julian Keller, the telekinetic Hellion, kept the mansion protected as they watched on in awe.

“Should we be out there helping, Julian?” asked Noriko Ashida, the electric mutant called Surge. “They’re helping us, so shouldn’t we help them?”

From the windows, suddenly, there was a surge from the O*N*E officers. “Reyes authorized lethal force!” shouted an officer, this one female. Stringy blue hair hung out from the helmet. The New X-Men had no idea that this was the Leper Queen, disguised as a member of the O*N*E. “Protect your lives!”

“Surely they wouldn’t…” said David Alleyne, the powerless Prodigy. “No way they’ll shoot us…”


Mammomax, on the front lawn, keeled over, dead. Three bullet wounds marked his head. The 198 paused in shock.

“What the hell do we do now?!” asked Surge. “We can’t fight that!”

The students all cowered as a window shattered—one bullet had pierced Julian’s shield! “What are we supposed to do against guys armed to the teeth with metal monsters?!”

The bullets suddenly stopped. The New X-Men and 198 looked up to the sky. “You can do nothing,” said the grey-haired man. “Leave all of that work…to Magneto.”

The Arctic Circle

“Grah!” shouted the Thing, lunging at Thor. The returned god of thunder had just fired the opening shot, by preparing to create an island for the new Asgard, replacing the middle world that had been destroyed in Ragnarok.

“Art thou mad?” asked Thor, flying upwards away from the Thing. “Thine eyes deceive you, Reed Richards! The Mighty Thor comes not as a foe!”

“Are you registered?” asked Mister Fantastic. He stretched upwards into the sky to reach Thor. “Why are you back, Thor? Why now, especially?”

“I woke to the sound of thunder,” said Thor. “My sleep disturbed, I realized then that my time had come. Ragnarok has ended!” With that he tossed a punch in midair, drawing now on his Asgardian strength.

Mjolnir, Thor’s amazingly powerful hammer, was spinning around in circles so swiftly that already ambient particles in the air were being forced together in the center. The Invisible Woman and Human Torch were set with the task of trying to stop it.

“What’s the greatest speed your force field can stand, sis?” asked the Human Torch, trying to figure out how he could best stop the cycle.

Sue Richards grimaced, preparing herself mentally. “I think we’re about to find out.”

She placed a force field, over five feet thick, directly into the hammer’s path. For the first time in his memory, Johnny heard a shattering noise as the hammer burst through, unhindered.

“Sue!” shouted Reed, having heard the shattering. His wife had crumpled to the ground, her nose bleeding. “Johnny, take on Thor! I’ll figure out the hammer!”

He’d never questioned Reed’s orders in a situation like this. Johnny decided now would not be a good time to start. He sent off a burst of flame toward Thor as he and Ben renewed the assault.

The hammer traveled on…

Project Number Forty-Two

Welcome to Cell-Block R.

If being stripped naked in front of all their friends and acquaintances hadn’t been demoralizing enough, since that moment, the Runaways, Young Avengers, Power Pack, and New Warriors had been through hell.

The first room after the disinfectant showers was the skinsuit station. Each young hero was forced to find a spandex-like suit and put it on. Then they had to go on to the next station—the bonding station. This was where the skinsuits became skinsuits. They became bonded to the skin and could not be removed.

The process was originally developed by a sick, deranged mutant from the so-called Age of Apocalypse, who used the process on mutates in Genosha. The skinsuit was to prevent the mutants from breeding. In Neverland, however, they served an entirely different purpose.


“I’m going crazy, Alex,” said Jack Power, arms crossed over his chest. In Cell-Block R, all of the heroes that had been captured that day were situated. There were no cells, in all honesty, but there were bunks. “If we don’t do something soon, Alex…I’m seriously going to go crazy.”

Alex Power gave his younger brother a look. “Stay strong, Jack. Stay strong. We’re gonna make it out just fine. You’ll see—Captain America’s going to bail us out!”

Jack rolled his eyes. “The same Captain America that told us to go hide somewhere safe, right? Sure…let’s follow his advice again sometime, because it worked out so well last time!”

“We have to trust him,” Alex said. “We’ll get out of here, man. I promise.”

Over on the other side of the bunker, the girls of the groups huddled together. “I’m really worried about Vision,” said Cassie Lang, the size-changing Stature. “What do you think they did with them?”

“I don’t know,” said Nico Minoru. She was the daughter of two now-deceased witches. “I’m worried about Victor, too, and Xavin. Why did they take the ‘robots and alien,’ anyway. Why not stick them in here with us?”

“Maybe their dampeners don’t work in here?” asked Kate Bishop. “Though if they have magic dampeners, mutant dampeners, and so many other dampeners in place, what would two more have done?”

“I don’t know,” said Karolina Dean thoughtfully. She was also of alien heritage, but hadn’t let them know that when they’d called for the aliens. To do that would be suicide.

None of them had any interest in killing themselves.

In the center of the room, clustered around the bunks, were most of the males. “We need a plan of action,” said Eli Bradley, a.k.a. Patriot. “We can fight our way out of this.”

“Hate to break it to you, kid,” said Speedball, “but none of our powers work in here.”

“He has a point, though,” said Dwayne Taylor, the Night Thrasher. “We can do something, at least. Surely it’s not hopeless…”

While they discussed that, Teddy and Billy (Hulkling and Wiccan), sat side by side on a bunk. “How are you feeling?” Teddy asked. He and Billy had gotten past the point of discomfort from the revealing skinsuits.

“I’m doing all right, I guess,” said Billy. He focused on the ground when he spoke, however. “I guess I never realized how much my powers meant to me until these people decided to take them away.”

Teddy put a comforting hand on Billy’s shoulder. “Don’t worry. We’re gonna make it out just fine. I know we will.”

Billy looked up and smiled. “Thanks, man. I needed that.”

From the top bunk of the next bed over, the boy named Banger—the center of this Civil War—perched.

“Yeah,” he muttered sarcastically. “Keep telling yourselves that…”

Stark Tower

“While London was a complete mess,” said Tony Stark, “we do have some good news. I’m proud to say that the Greek god of war, Ares, will be joining our cause. Also, we have discovered the reemergence of the Eternals. Though they claim not to remember being heroes, Happy and I are fairly certain that we can persuade them to the pro-registration side.”

The rest of Iron Man’s Avengers nodded or stared blankly. “Why don’t we talk about today?” asked She-Hulk. “Wanda might have been crazy at one point…but she shouldn’t have died.”

“L-let’s not talk about that right now,” Tony stammered. “We have many better things to talk about that don’t involve lowering morale.”

Nighthawk raised his hand from the back. “Why haven’t I been chosen to go on any of these missions?”

Tony paused. How about because we can’t trust you? he wanted to ask. Instead, he said, “Let’s talk about this later, okay?”

Ms. Marvel lifted off the ground, her blonde hair flowing oddly behind her. “I have one, Tony. Your big plan was to stop Cap’s team in London—where does that plan go now?”

Tony put his Iron Man helmet on his head. “We go on the defensive.” There was a look of confusion that spread among the grouped heroes. “We tried taking the fight to Cap and it didn’t work. Let him bring the fight to us—and we’ll be prepared for him…”

Secret Avengers Headquarters

“Forget it, Cap! I’m OUT!” shouted Hawkeye, tears still streaming from his eyes. “We killed Wanda, for cripes sake!”

Cap slammed his shield on the conference table. “Listen to your head, not your heart, Clint!” he shouted. “That woman is the one who killed you, brought you back, killed you again, and brought you back yet again, according to the people who remember! How bad can you feel that she’s dead? I feel like crap, too, you know, but that doesn’t make me want to quit my team and join the other side!”

“It’s different for you, Cap!” shouted Clint, tossing his bow and quiver onto the table next to Cap’s shield. “You never fell in love with her the way I did…” He turned around and looked into the dark walls of the conference room. “I don’t mean that…I don’t really want to quit. It’s just…I wish we could go to her funeral, at least.”

Cap looked down at his feet. “I do, too, Clint. I do, too.”

The door cracked open. Bill Foster, also known as Goliath, poked his head in the door. “Cap? Is this a bad time?”

Captain America sighed. “Yeah, it is, Bill, but what is it anyway?”

“Everyone’s in the big room,” Bill said. “They’re getting restless. Everyone knows something went down in London, and Cable and Bridge won’t tell us why. Neither will these Excalibur people. Besides, it’ll probably be better if you tell us anyway.”

Bill turned to leave the room, but shot a double-take. “Is that Hawkeye?”

“Uh…yeah,” Cap said shiftily. “Long story, though. I guess we might as well show that one off, too. Let’s go, Clint.” He picked up his shield and handed Clint his quiver and bow. “We’ve got some Avengers to inspire…”

The Baxter Building

“You can’t do this, Scott!” shouted the X-Man known as Bishop. He’d seen the light, so to speak, and was working with the pro-registration forces.

“The hell I can’t!” shouted Cyclops, his optic blast slamming into the torso of another Sentinel, blowing it backward toward the hole in the building.

Bishop fired purple energy bolts from his hands. One of these glanced off Iceman, who merely replenished the chipped ice with moisture from the air. “I’m an X-Man, just like you!” Bishop continued. “I don’t want to see any of you get hurt!”

Cyclops fired a barrage of blasts at the oncoming troops. “I hate to tell you, Bishop, but you stopped being an X-Man the moment the government gave you a new badge!” Scott grunted as he took a hit in his Kevlar vest.

Bishop continued to fight, but now looked to Emma Frost. “Surely you can’t see the sense in this, can you, Emma?” he asked. “You’re supposed to be the logical headmaster, dammit!”

“I am,” said Emma. She ran, unharmed, through the ranks of the soldiers. They had been briefed that a bullet could glance off her diamond body and ricochet into one of their fellows. The men were too afraid to shoot at her.

“The problem with your philosophy, however,” Emma continued, “is that it involves the X-Men being put in a camp, just like they are in that future you came from.” She paused, having now run to the rear of the fight. “Come, Lucas, let’s talk, you and I.”

Bishop moved out of the fight, away from the X-Men. Surprisingly, none of them tried to stop him. Not even Cyclops. They all seemed too concerned with the fight that was going on. “What do you want, Emma?”

“Come closer, Lucas,” Emma said. “I can not hear you over the ruckus my dear boyfriend appears to be creating.”

Bishop took two more steps forward. “Fine. Talk, Emma.”

“I’m afraid actions speak louder than words,” Emma said. “Henry, if you will?”

The enigmatic Beast swung down from his perch at the ceiling, fiddling with the controls. He had already made all the settings he needed to. All he had to do was push “go.” He did.

Underneath Bishop’s feet, the floor began to glow bright blue. “Forgive me, Lucas,” Beast said sadly. “Perhaps we will meet another time.”

“The hell are you doing?!” asked Bishop as the floor lit up further and began to hum. “I can’t move!”

“I’ve disabled your access to your motor functions temporarily,” Emma said. “You wanted to make this world a world where mutants are in concentration camps?” She laughed. “Fine, then. We’ll send you back to the time you came from. We’re sending you back to the future.

“Doesn’t that sound fun?”

Secret Avengers Headquarters

The mass of heroes had grown restless. Finally, though, as Goliath stepped out, he held up his hands. “Quiet down, now,” he said. “Cap’s here now. He’s gonna tell you guys—and me—what went down. Floor’s all yours, Cap.”

Captain America stepped out of the office, his face twisted into the grim picture of the world as he knew it. “Today,” he began, “we faced some wins and some losses. We lost the Young Avengers and Runaways to capture, I’m afraid. We succeeded in the rescue mission, however, and reunited Luke’s family. But our greatest loss is the one that I just got back from.”

Cap took a breath, and pushed the door behind him further open. “Come on out, Clint.” Out came Hawkeye, and many of the Secret Avengers gasped in surprise. “Yeah, Hawkeye is alive,” Captain America continued. “The fact of the matter is, we also found out where Wanda is at, too, and we thought we could use her to alter reality like she supposedly did before. The problem is, she died in the ensuing conflict.”

Cap paused again, a single tear coming from his eye and disappearing into his mask. “Let us take a moment of silence to remember Wanda Maximoff, the Scarlet Witch.”

There was a respectful moment before the clamor began again. “What else happens?” asked one person. “What’s going on over there?”

“Over—where?” Cap asked, as he saw the Punisher helping support a battered Spider-Man. “The hell…?”

The Punisher looked up. “Sorry, but Parker here’s life got endangered. I figured I’d put Octopus on the extinct list while I was at it. We’re here for the duration.”

The crowd parted as Cap made his way to the pair. “What the hell are you doing here, Frank?” asked Cap, his face stone-cold. “Shouldn’t you be out killing someone right now?”

“Too late for that, Cap,” Spidey muttered. “Ock’s dead, like he said.”

Cap grabbed the Punisher by his spandex costume. “That’s it. Get out of my base. No way a murderer starts trying to play on the side of the angels.”

“Who’s been covering your patriotic @$$ this past couple weeks, Cap?” asked the Punisher. “Me. Get that into your thick, flag-ridden head.”

“Out,” Cap ordered. “Now.”

The Punisher started to protest, but turned to leave.


The voice was sudden and commanding, coming from the upper level, coming from a doorway with a cement staircase that led from it. It was Nick Fury.

“I hired him, Cap,” said Nick. “You forget something. This may be your war, but you’re using my resources. Frank’s my resource. You are using him.”

Cap began to protest, but stopped. “Fine,” he said. “But the next time you kill, you’re out. You don’t have a choice, and you won’t have Fury to back you up.”

He turned to the rest of the Secret Avengers. “That’s it for this ‘group meeting.’ I’ll call the rest of you in individually for your assignments. Be ready to go at any time.”

Office of National Emergency

The intruder was a class-act. He was skilled in many ways, especially in the ways of thievery. This man had one thing to steal.

The Terrigen Mists.

His sponsor had heard about the confiscation of the Mists and was very interested. How could such a gas create such an effect? They wanted the Mists to study to see if there was a way to reproduce the effect.

That was where the thief came in.

The place was relatively easy to break into, and even easier to get out of. When he got his prize, the man was elated. He even walked out the front door, unnoticed.

A.I.M. Agent Jamie Madrox had done his job to perfection.

That much was always to be expected.

Massachusetts, Three Hours Later

On the doorstep to the apartment owned by Abe Jenkins, there stood a man. He wore a baseball cap and sunglasses and his head was always tilted to the ground. He knocked twice and stepped back slightly.

Abe peered carefully through the window before opening the door. He looked twice, studying carefully. He did not want to mistake this man for a friend and find that he was an agent of the government. No way were they going to get their hands on his M.A.C.H. IV flight-suit.

When Abe opened the door, however, it was to a friend. He was surprised after hearing about the escapade on the news that this man would be in public so soon.

This man was Peter Parker.

As Peter went inside Abe’s apartment, the tree across the streets was occupied. Felicia Hardy smiled as she sharpened her claws. The spider was going to play with the two little birdies…and they all knew what cats do to birdies…


“Ms. Sage! Put your hands up! Put your hands up, dammit!” shouted the men with their guns pulled.

Sage merely swiveled around in her seat, smiling. She put her hands up. “Take me in, boys,” she said, a knowing smile on her face. “I’m an American citizen after all, now. And unregistered on top of it all.”

“Shut up, lady,” said the lead officer as he cuffed her.

Sage gave him a vile grin. “At least I already know that my plea for extradition has already gone through…”

The woman known only as Tessa grinned brighter. Back to the States she went, just in time to play her part in Phase One of Captain America’s master plan.

Secret Avengers Headquarters

Captain America sat at the conference table with his head in his hands. He couldn’t let his troops see him like this. No, especially with Nick Fury taking command over him earlier. This wouldn’t do.

Cap was so absorbed in himself that he did not see the man who was sliding down from the ceiling. The man’s costume was red and black, and he held a samurai sword in one hand and a revolver in the other.

Deadpool smiled at his target, the star-spangled hero.

“America, @#$% yeah!” he shouted, as he let loose his attack…

To Be Continued