"Nice 'S,'" Iceman said, commenting on the new yellow 'S' emblem on Clark's shirt.

"Thanks," Clark replied, looking around at the group. "Where's Hank?"

"Yee-hah!"

Clark turned and saw a van driving up, with Hank's head sticking out the window. "Hidey-ho!" he shouted. "Let's get on the road!" Hank climbed out, and walked to the group.

"Where in the world did you find that?" Jean asked.

"It was in the professor's garage. As you noticed, all of the outbuildings were unharmed."

"So, where to?" Clark asked.

"Why don't we wait until we get on the road, headed for a gas station?" Hank said. "We need fuel bad."

"Does everyone have everything?"

Everyone nodded.

"Let's load up!" Beast exclaimed.

As Morph, Jean, Bobby, and Hank began carrying their bags and whatnot to the van, Sarah came up to Clark.

"Is something wrong?" Clark asked her.

Sarah looked down at the ground, and then back at Clark. "I don't think this life is for me. I'm not the on-the-run type. I just want a normal life."

"I understand . . . "

"So, once we get settled somewhere, I'm going to fly back to California. That's my home. Not here."

"Okay," Clark replied. "It's your decision."

"I guess what we should try to do first is contact someone who can set us up with a place to stay," Superman said.

"Why not Warren?" Jean asked, referring to former student Warren Worthington III, also known as Angel. "He's got money. At the very least he could give us a hotel room or something for a night."

"Good plan," Superman replied. "We can call him from the gas station."

"Clark, there's something else you should know," Hank spoke up.

"What's that?"

"Bobby and I went looking for Cerebro . . . and it's not there."

"I thought you said there weren't any scavengers?"

"I said it didn't look like many scavengers had been around. Anyway, there's not much left."

"Great," Clark sighed.

"I took what parts were left," Hank continued, "but there wasn't much. I'll try to cobble something together out of it . . . perhaps we can repair it. But I'm not sure. I didn't invent the thing."

"This is all well and good," Sarah began, "but there's been something nagging at me since we got back. We were kinda whisked away from here very suddenly, after a major battle . . . "

"And . . . ?" Morph asked.

"Well, we all know Xavier died, but what happened to his body?"

Everyone was silent all of a sudden. Clark covered his face with his hands. "Oh, no . . . " he groaned. "I'd hate to think that he's been a meal for some animals all this time."

"Should I turn back?" Hank asked.

"No," Clark replied. "Let's move on. Maybe we can come back."

"Cap, I know you don't want to do this," Iron Man said. "None of us do. But, we have to, and we might as well get it over with. I have a clear shot."

"Go ahead," Cap said. "But try not to damage their vehicle too much." Then, he added under his breath, "They might need it later."

Iron Man flew out of the open hatch on the bottom of the QuinJet and descended slowly. When he was only ten feet above the van, he held up his hand, and fired a repulsor ray in front of the van.

"Holy - !" Hank shouted, turning the wheel, avoiding the blast.

"Jean! Use your TK to keep us steady!" Clark yelled.

"I'm trying!" Jean shouted back.

Iron Man fired another repulsor ray, this time to the rear of the vehicle. The van nearly turned 360.

Hank pressed on the accelerator, and turned the van back around and sped ahead.

"Someone's firing at us," Clark said. "I'm going to find out who." He unbuckled his seat belt, opened the door, and flew out. Hank slowed down to allow him to do so.

Superman flew up and found the golden avenger waiting for him. "Iron Man!" he exclaimed. Then he saw the QuinJet. "Let me guess, the Avengers League is finally bringing us in."

"Something like that," Iron Man replied, firing a repulsor ray into Superman's chest. The blast knocked him back, and he landed in the road in front of the van. Hank slammed on the brakes, bringing the van to a screeching halt. He turned to the back. "Jean, drive this thing to a safe place. Bobby, cover it in ice. We're going to have a battle!" he said, pulling his shoes and socks off before he jumped out.

Beast ran over to Superman, who was now standing up. "What happened?"

"It's the Avengers League, Hank. They're finally making good on their promise to take us down."

Jean and the other X-Men came running up, in full battle gear. They watched as the Avengers League came up on them.

Captain America. Martian Manhunter. Batman. Iron Man. Wonder Woman. Flash. Hawkeye. Wasp. Quasar.

The X-Men stood ready. Superman. Beast. Morph. Iceman. Jean Grey. Sarah Da'Part.

"Stand your ground!" Captain America shouted. "I speak for the Avengers League, and on behalf of the American government, we are under standing orders to combat the 'mutant menace' and bring you in."

Superman looked at his team. "X-MEN!" he shouted. "We didn't start this, but we'll sure as hell end it. Take 'em!" Instantly, the mutants charged forward, ready to butt heads with the mightest heroes on the planet.

One of Sarah's firebursts grazed Captain America's arm.

"We don't want to hurt you, but you leave us no choice!" Cap said, throwing his shield. "League, let's make this quick!"

"Sarah! Jump back!" Beast shouted. "I'll endeavor to render that spinning shield totally ineffectual."

Sarah jumped back, and as the shield came whizzing by, Beast flipped backward, hoping to use his abnormally large feet to grab the shield and toss it back. However, there was too much momentum, and instead, Beast ended up flopping to the ground.

Hawkeye fired a pair of arrows at Iceman who quickly put up an ice shield to block them. When the arrows impacted, they burst into flame, cracking and melting some of the ice.

"Whoa," Bobby said to himself. "That woulda left a mark."

"You're only making this harder on yourselves," Wonder Woman said as she swung a fist at Superman.

Clark ducked. "You attacked us for no reason!"

"We're only doing our job!" she answered, finally connecting a punch. The blow sent Clark flying backwards into the side of a building, crashing through the wall. "Great Hera . . . I pray I didn't kill him."

"Don't worry," Superman said, flying back. "It takes more than that to hurt me!" He flew at her with incredible speed, returning her punch and sending her out into the sky, miles away.

"Anyone who can do that to Wondy is a bit out of our league," Flash said, whizzing by Morph.

"Speedy, everyone's outta your league!" Morph yelled, trying hard to connect a punch.

"This is insane," Jean frowned, using her telekinesis to throw Quasar into Wasp.

"It is indeed," said the Martian Manhunter. He attacked her telepathically, and almost instantly regretted it. Jean's telepathy struck right back at him, far more intensely than he thought she was capable of.

Cap's shield return to him, which he used to block a volley of firebursts coming from Sarah.

"Why can't you just leave us alone?" she demanded, pouring on the assault. "Do you think we asked to be born this way? Do you think I want to be here, fighting for my life? I'm a United States citizen, and you have no right to do this!"

For a moment, Captain America hesitated behind his shield. She had a point. That's why he hated this. Mutants could very well be legal citizens of the US who want nothing more than life, liberty and the pursuit of happiness.

But before anything could come of that train of thought, Batman leapt at her from behind and kicked her hard in the back, taking her down.

"You always have to be the sneaky one, don't you?" Cap asked.

"It goes with the cape," Batman replied.

Beast leapt about, dodging blasts of repulsor rays from Iron Man.

"Give it up," Iron Man said. "You can't beat the League."

"Says you, bunky!" Morph said. He made his fist giant sized and slammed it into Iron Man, knocking him to the ground.

Meanwhile, Jean was using her telekinesis to lift some rocks and hurl them at various members of the Avengers League. However, Wasp saw that. Already in her small size, she dived down. If I can just reach her in time . . . she thought.

Just as Jean had manipulated the rocks in place, Wasp grabbed her hair and pulled it over her eyes.

"My eyes!" Jean exclaimed, dropping the rocks, many of them either hitting the ground, or other X-Men. "I can't see."

"That the idea, sweetie!" Wasp replied. "You can't affect what you can see!" She let go of Jean's hair, and went to stop another X-Man. Jean brushed the hair out of her face, and made Wasp freeze in mid-air. Janet Van Dyne reverted to human size, and Jean let her free.

Elsewhere, Martian Manhunter was trying to enter Morph's head and make him stop fighting. However, Morph kept shifting his brain around so J'Onn couldn't get a decent reading.

"Clever move," he said.

"Thanks," Morph replied. "I learned from the best." Then, he punched J'Onn, but the Martian sidestepped it.

That's gotta be th' Avengers League down there, he thought. I've seen 'em on the news. An' it looks to me like they're fightin' the X-Men. Saw them on the news, too. An' I heard plenty about the mutant menace. These X-Men, though . . . seems like they're supposed to be the good guys. An' I'd hate to see 'em go down by a buncha boys in colorful spandex.

He scratched the tops of his hands as he watched the battle for a few more seconds. Then, he saw Iron Man going for Superman. Iron Man was flying higher, ready to dive down. The man started running, and jumped off the hill, flying towards Iron Man. Mid air, claws popped out of his hands, three on each, and he shouted, "It's Adamantium tasting time, boy!"

"Eh?" Iron Man turned his head a little, to see this short, hairy man with claws lunging at him. They both fell to the ground, hard.

The little man got up and ran to where the X-Men mainly were.

"You better not be their back-up," Superman said.

"Relax, bub, I'm on yer side. Call me Wolverine. We can figure out the other details after I finish carvin' up the tin man."

Batman recognized the presence of another hardcore fighter in Wolverine.

"He's mine," he said to nobody in particular. Batman began leaping across the others, getting ready for combat with Wolverine.

Wolverine saw the Dark Knight Detective making his way toward him. This one looks like he's been around the block a coupla times, even with the bat-ears, he thought. He deliberately sheathed his claws, just to make the fight a little bit more interesting.

Batman somersaulted through the air, his foot landing square in Wolverine's chest.

The impact of bone upon Adamantium was jarring for Batman. He was lucky that he only sprained his ankle.

"What are you made out of . . . " Batman muttered, clutching his ankle and readying something destructive from his utility belt.

"I'm one part Adamantium, one part animal, and two parts just plain mean mothertrucker, buddy!" Wolverine growled as he picked Batman up from the ground with one hand and tossed him aside.

The other Avengers Leaguers began to see their opponents with a little more respect now, and the battle was evening out now that Wolverine had arrived.

"Stars and garters, man!" Beast shouted, seeing what Wolverine could do. "Who are you?"

"Save the questions, and I'll save the claws," Wolverine growled. "We fight, then we talk."

Just then, the two mutants saw Quasar headed their way. He was fully charged, and blasted Wolverine. Beast hopped out of the way, but turned around and saw what had happened to his new teammate.

Wolverine was lying on the ground, his chest blackened, much of the skin burnt off. Quasar stopped. "Oh, no! I didn't mean to do it . . . I'm so sorry . . . I didn't . . . "

"Hey, bub, stop yer crying," Wolverine said, standing up.

Beast was astonished as he looked at the wound. It was barely there!

"How did you - ?" Quasar asked.

"It's called a healing factor." Those were the last words Quasar heard before being punched by Wolverine.

"Avengers League! Regroup!" Captain America ordered. Superman heard this, and called out the same order for the X-Men.

Both teams gathered together into two groups. They stared at each other. Finally Captain America spoke. "Avengers League . . . " he said. Both groups tensed up, ready for him to give another order of attack. " . . . stand down."

"Huh?" Superman wondered, relaxing.

"I'm sorry," Cap explained, "but I just can't let this fight continue. You are American citizens, most of you, and you did nothing to deserve this, except to be born."

"Captain, what do we tell our government sponsors?" Martain Manhunter asked.

"We tell them that they got away," Cap replied, stepping forward, and walking toward Superman. He offered his hand. Superman shook it. "You're good people. I hope next time, we're on the same team."

Turning around, Cap led the Avengers League back to their QuinJet. Superman and the other X-Men turned to the new arrival.

" . . . what?" he asked.

Superman gave him a weird look. "Thanks for the help." "Yeah," Wolverine answered.

"I'd say we owe him," Jean stepped in. "He really turned the tide of the fight."

Superman nodded. "Do you have a place to stay, stranger?"

The mysterious mutant looked down at the ground. "Well, bub, I've been . . . travelin' for awhile. By myself. Haven't really had any place t'stay."

"Are you willing to join us?"

Wolverine thought for a moment. "It might be nice to have some company . . . I'll hang out with ya, but I can't say I'll be an X-Man."

"I think you'll change your mind," Beast said under his breath, smiling.

"Do you have your own vehicle?" Superman asked.

"Got a jeep parked back a ways," Logan replied. "I'll follow you. Where're ya headed?"

"We need to find a gas station," Beast answered. "We kinda got started on an empty tank."

"There's one only a coupla miles that way. Let's meet there."

"Hi," Beast said. "This is Hank McCoy. I'm an old acquantance of Mr. Worthington. Might he be in?"

"I'll check for you. Please hold."

Beast covered the mouthpiece and looked back Clark. "The secretary is 'checking' to see if he's there." He heard the phone click, and the secretary's voice returned.

"Mr. Worthington will take your call now."

Hank waited for a moment, and then heard a familiar voice. "Warren Worthington the third."

"Warren, it's Hank."

"Hank! How've ya been, ol' buddy? Still with Xavier's group?"

"Actually, I just rejoined a few weeks ago. But Xavier's dead."

Warren's mood suddenly changed. "Dead? Oh, I'm sorry to hear."

"Listen, have you heard anything about the X-Men?"

"As a matter of fact I - wait! You're the X-Men?"

"Yup," Hank replied. "Clark's our fearless leader. Then there's me, Jean, Bobby, Sarah, and Morph. You remember them, right?"

"Yeah . . . "

"And we just had another mutant join us. Goes by the name of Logan."

"Uh-huh . . . "

"Anyway, we need a place to stay. You see, the mansion got totalled, and . . . "

"I tell you what. I'll reserve you guys a room, no, a suite at the Plaza Hotel. I'll come over in the morning to see you. And, I might even have some surprises for you."

"Surprises?"

"I've been itching to get back in the adventurer gig," Warren replied. "Being the CEO of a big company can get boring."

"I gotta go . . . I'm on a pay phone, and my quarter's about to run out. See you tomorrow."

"Okay, bye."

Hank hung up the phone and looked at Clark. "We have ourselves a suite at the Plaza Hotel!"