The ship was being commanded by Fleet Admiral Deathbird. Normally, she was aboard one of the Shi'ar's twin Flagships, the Kythri. But this mission required her presence. A Mark IV Warcruiser is a fantastic sight . . . but it's not the Flagship. And Deathbird hated that. And she had no problem showing that.

Her brother, the Emperor D'Ken, had given the order to begin the invasion of the Clench. The Clench was a group of non-aligned anarchist worlds off the border of Shi'ar space. D'Ken decided that it was once again time to expand. Expansion was all they had been doing since he took the throne.

By conquering the Clench, D'Ken believed that, beyond any possible doubt, he would make the Shi'ar the strongest force in the galaxy. From there, he would probably go on to the Kree, the Skrulls . . . eventually the United Planets. Until the entire galaxy was under his bootheel.

Deathbird had no intention of letting that happen. Yes, the Shi'ar would conquer the galaxy. That she did not doubt. But the trillions of people would not be under D'Ken's control. They would be under hers.

"Admiral?" the Valor's captain approached her where she stood on the bridge.

"Speak, captain," she said coldly.

"The planet has offered no surrender," he spoke. "The ten minutes are up."

Deathbird nodded. She knew they would offer no surrender. After all, they are anarchist planets. Without any central government, they could not offer a surrender.

"Your orders?" the captain asked.

"Load torpedo bays," she spoke. "Target their largest cities above the portion of the planet we orbit. Launch a strike that lasts five minutes. Following the attack, we will demand a surrender and launch the landing forces. We shall continue bombing until they officially surrender."

"Yes, Admiral," the captain bowed.

Deathbird grinned.

"Status?" Scott Summers asked nervously.

"ETA five minutes," Keeyah answered.

"Hyperdrive working at one-hundred percent," Ch'od replied.

"Weapons primed," Hepzibah nodded.

"Deflector grid is up," Genis-Vell said.

"All systems nominal," Raza Longknife spoke. "Captain, the Nunbar have offered no surrender. The Warcruiser has come about. She looks to open fire on the surface."

"We won't be there in time to stop the opening salvo," Keeyah frowned. "We don't want to push this ship faster than it can go, especially if it's pregnant."

"Scott?" Genis asked.

"Hmm?"

"Our weapons won't be able to do much to hurt that Warcruiser," Genis frowned. "And I doubt our shields'll last long against them, as well. We need a plan."

"With Ch'od and Raza, I'd say we'd be more effective fighting inside the ship," Scott started. "The only real hope we have is to split up."

"This plan is starting to sound insane," Keeyah frowned.

"Raza and Ch'od will get aboard the Warcruiser," Scott started ordering. "They'll fight from the inside. Keeya, Hepzibah and Sikorsky will remain here, piloting and attacking the cruiser and any landing craft they launch. Genis and I will go down to the planet and engage the landing forces."

"That's insane," Hepzibah frowned.

"How do Raza and I make it to the cruiser?" Ch'od asked.

"A transport pod," Genis answered. "Cut all power when we launch you out. Drift over, attach to their hull and get inside. To get back, you'll probably have to steal another pod."

"You are aware the lady Deathbird is commanding, are you not?" Raza asked.

"I am," Scott answered.

"If she is as deadly as her reputation, then I look forward to it," Raza grinned.

"You are all insane," Keeyah shook his head. "We're closing in . . . "

"Admiral?" the captain asked.

"Speak," Deathbird demanded. The salvo had opened and the bombing had gone on for three minutes so far.

"We're picking up a ship," he answered. "Closing in fast, faster than anything I've seen."

"Show me," Deathbird frowned. The image was placed on the main viewer. "It is a Leviathan ship . . . coming out of hyperdrive."

"Its weapons and shields are primed," the captain continued. "And it appears to be coming in on an attack vector."

"An attack vector?" Deathbird almost laughed. "A Leviathan cannot even dent our shields! And besides that, all known Leviathan are in the service of the Empire!"

"Your orders?"

"Ignore them," she grinned. "I would like to laugh at them as they realize their efforts to stop us are useless."

"You do not wish for us to engage them and capture them?" the captain asked. "Surely the Emperor would - urk!"

Deathbird held the captain by his neck, two feet off the ground. "Do not question my orders. I am the Fleet Admiral. You shall do as I order."

"Yes . . . Admiral . . . " the captain gasped.

Deathbird released him and he fell onto his butt.

"Admiral?" the gunner asked. "The five minute salvo is completed."

"Launch landing ships," she ordered. "We shall fight until they surrender or are completely taken over."

The Leviathan dropped out of hyper-drive and used the added momentum to swing in quickly.

"Bring us in as close as you can get us, Keeyah!" Scott ordered. "Right down their throats. Hepzibah, fire a spread. Give Ch'od and Raza cover."

The living ship brushed past the Warcruiser's shields, firing several laser blasts from its twin double-cannons. The Valor's shields glistened with light as the blasts were absorbed. The transport pod launched quickly and quietly, using the Leviathan's momentum to drift towards the large ship.

"Bring us about," Scott ordered. "Give it another shot, a ring around the warcruiser. Hit 'em hard, then sweep in after the landing craft."

"They're ignoring us," Genis frowned. "They're not even bothering . . . "

"Then they'll be in for a surprise," Scott said.

The ship came around as ordered, striking the other side of the large, almost cross-shaped warship. Hepzibah fired again, once more hitting the shields. They came about, making another pass and heading towards the landing craft.

"Raza and Ch'od's status?" Scott asked.

"They've drifted past the cruiser's shields like we expected," Genis answered. "This should confirm suspicions that they do use two different types of shields . . . one for energy weapons and one for, say, meteors or ramming ships."

"We're coming about after the landing craft," Keeyah answered.

"Hepzibah, fire at will at as many of those ships as you can," Scott ordered. "Let's take a few of them down before Genis and I make our way for the planet's surface."

"Admiral, we've been boarded!" the operations officer yelled.

"What?" Deathbird asked angrily.

"When the Leviathan made a pass at us, they launched a boarding pod," the officer continued. "I've reports of fighting on deck fifteen."

"Send a security detail to kill the invaders," Deathbird ordered.

"Most of our soldiers have been sent to the planet," he replied. "We have limited resources to meet the assault."

"Whatever we have shall be enough," Deathbird glared. "Send them. Kill the intruders."

"Yes, my liege," the operations officer nodded.

"Our landing craft are under attack," the gunner spoke. "The Leviathan strikes. Against them, it can do damage."

"Frell," Deathbird frowned. "Kill them."

"We're ready," Genis said over his communicator. He and Scott stood in the hanger bay.

Hepzibah still manned the guns, shooting at and causing damage to the landing ships.

"Scott?" Genis asked. "We should probably board the transport pod now. Scott?"

Scott Summers stood at the edge of the hanger-bay, looking out. His hand was holding fast against the button on the side of his visor.

"Scott?"

The one-eyed man pressed the button and fired.

The ship shook at the impact.

"Report!" Deathbird yelled.

"Some sort of high-energy blast coming from the Leviathan," the operations officer replied. "Shields damaged, but holding!"

"Kill them!" she ordered again.

"Scott?" Genis asked.

"The source of my powers are stars," Scott said. "I realized that early on. Without an atmosphere to block out the star's energy, I was pretty sure I'd get more powerful. That hurt their shields."

"But now they're going to return fire!" Genis exclaimed. "We're not going to have time to launch the pod and engage their ground troops . . . we'll have to--"

"We don't need the pod," Scott said. "Keeyah and Hepzibah will do what they have to. You, get us down there."

"What are you talking about?" Genis asked.

"Captain, we have to break off decent now!" Keeyah yelled.

"Alright," Scott shrugged. "Let's go."

Scott leapt out from the hanger bay. He knew they were inside the atmosphere and he would breathe . . . and he knew his commander would save him.

Genis-Vell's eyes went wide. He didn't want to do it. But he had to. He leapt out after Scott. He banged his wrist bands together, and a burst of light ensued. His blonde hair turned white, his Caucasian skin turned a blue-black, complete with an almost star-like background. He flew forward and caught his captain.

"You do know you're insane, right?" Genis asked.

"I had a hunch about you," Scott said. "I knew you had more power than you let on. After all, you are the son of the legendary Mar-Vell. And those wrist-bands . . . "

"You're insane," Genis shook his head.

"Maybe," Scott answered. "But if that's true, then maybe my crazy plan'll work."

As Genis flew them both towards the planet surface, Scott opened fire, damaging and even taking out some of the landing ships.

"It is . . . impossible," the captain gasped. "Four of our landing craft have been shot down . . . the Leviathan dodged our assault upon them . . . and our invaders have gained another deck!"

"I will not allow this!" Deathbird yelled. "All hands to deck fourteen! Engage the invading force! Gunner, target the Leviathan and kill her! Order the landing forces to show no mercy!"

Ch'od continued firing his twin energy guns. Each one could fire four shots per second, and its batteries were still very charged. Raza launched forward, engaging the Shi'ar with his sword in one hand, his blaster in the other.

"Have at thee!" Raza yelled, continuing to advance. "Your laser blasts bounce off me and kill yourselves! And those of you brave enough to use swords . . . fall before my skill!"

"They throw their lives away," Ch'od replied, continuing to provide his cyborg ally with cover fire. "I had expected more of them."

"It makes our job easier," Raza said, shooting and stabbing. "Deathbird! We come for you!"

"She's firing on us!" Keeyah yelled, doing his best to dodge the assault.

"We're firing on her!" Hepzibah replied, firing as fast as she could. "Just keep avoiding her!"

The Leviathan shook as it got hit.

"Shields are holding," Keeyah said. He noticed that Hepzibah really didn't care. She had her hands on the control panel and was firing. She was completely into, totally and utterly lost. Rage was consuming her. "Uhh . . . Hepzibah?"

"Reporting!" Sikorsky came on over a side monitor.

"We're a little busy," Keeyah yelled.

"Finished my repairs have I!" Sikorsky continued. "Damage done by Shi'ar fixed! Leviathan in control once more."

"What?" Keeyah asked. He suddenly noticed the ship was ignoring his piloting commands.

"My guns aren't firing!" Hepzibah growled.

"The Leviathan is in control!" Keeyah exclaimed. "Oh no . . . what if it decides to flee? To protect its baby?"

"She's coming about," Hepzibah pointed to the main viewer, looking straight ahead. "We're headed straight for the cruiser!"

"She's diverting all power to forward shields and weapons," Keeyah looked over his control panels.

"But why isn't she firing?" Hepzibah asked.

The ship shook as the Warcruiser continued to bare down upon them.

Keeyah tried again to reassert control over the ship, but failed. "We're going to die . . . "

"The forward hull is changing!" Hepzibah yelled. "Another weapon of some sort is coming out of the ship!"

"We're going to die . . . "

"It's locking on . . . "

"We're gonna die . . . "

"Firing . . . !"