"A Dark Rebirth" by Shadow Master

(BtVS/Marvel Comics)

email: ryley[underscore]breen

Disclaimer: I do not own any of the copyrighted material contained herein. They are the rightful property of their respective creators and associated companies. I make no profit from this whatsoever and I have no intention of changing that in the future. I write because readers enjoy my work and because it's fun. Therefore I would greatly appreciate it if no legal action were taken against me because I can promise you whatever amount of money you get from me won't cover even a tenth of your legal fees.

Note 1: I know I have other fics in progress and some of you may say I should focus on finishing them before starting anything new. However as much as I try to resist I am something of a slave to my muse. Whenever a new and interesting idea pops up that catches her interest I just can't help but follow her lead.

Note 2: YES this will have YAHF as a starting point if only because I couldn't think of another way to bring about what I wanted.

Note 3: Timeline wise this'll be happening around the Halloween episode of BtVS. In the Marvel Comics Earth-616 universe this'll be happening roughly when the February 2005 issues were released. So if you want to get familiar with the lay of the land in the marvel universe go to Category:2005,_February?display=exhibition&sort=mostvisited and read the issues highlighted there. I might be going a few issues ahead or a few issues back of certain titles but that's only to make sure things mesh properly.

Note 4: as usual while I will be doing my best to stay close to canon there will be changes made in order to tell the story I want to tell. Some will be big changes while others will be small changes. If you're someone who is an absolute stickler for canon and considers any deviation to be blasphemy then I suggest you hit the back button on your browser and find another fan fiction story to read.

Note 5: Extra thanks to Holyknight for his help in fleshing out this idea of mine and providing some interesting plot possibilities to consider.

A Dark Rebirth

Earth-2271097

T-Minus Five Hours Until the End

"Would Alexander Harris please report to the principal's office." Came the school secretary's voice of the P.A system, "Alexander Harris please report to the principle's office."

"What'ja do now Harris? Drink all the alcohol from the chem lab?" asked one of the nearby jocks mockingly.

"Oh I would've but didn't you and your pals finish the last bottle this morning?" he asked with faux confusion in his voice.

"Nah I think it was your blonde bodyguard." The jock fired back looking only a little angry, "Can't blame her if she has to look after your sorry ass all the time."

He wanted to fire back, to tell the idiot that Buffy had saved his life and everyone else's countless times, but that wasn't his secret to tell. Still the anger from having to walk away, the anger from being reminded of what Buffy had done earlier during his confrontation with Larry, remained so he gave the jock one of his best glares then stalked off for the principal's office. He didn't know what the troll wanted but he knew it couldn't be good for the simple reason that unlike Flutie the man currently occupying the principle's chair couldn't care less about 'nurturing' kids. To Snyder every single student in the school was a criminal in waiting who'd never amount to anything and could only marginally be used to make him look better to his bosses.

And for those that he considered particularly foul black marks on his reputation, like the Scoobies, were to be made to suffer until a chance to expel them all appeared.

As much as I'd like to give that little toad a piece of my mind it'll just make it easier for him to find an excuse to drag Buffy and the others into his clutches. He thought as he began to breath out all his anger, Gotta get calm and lock down the rage.

People rarely saw it, the rage he had inside of him, because he used different things to keep it from getting a foothold on his soul and mind. He knew that the moment he let the rage seize control he'd be taking the first step on the road to becoming his father and that was a fate to be avoided at all cost. His distractions, laughter and guy stuff, didn't always work though but that was part of the deal when you fought the good fight. The stress and the drama got to you making your control slip but he always managed to lock it back up afterwards once the heat of the moment died down. The only times he purposelessly let it out was when there was slayage to be done because those monsters deserved to be on the receiving end of it. Plus it made getting the adrenaline surge he needed to up his speed and strength easier so it was win-win all around.

However it wouldn't help him with Snyder unless he wanted to go for murder two and that'd just hurt the others so that was a big negative.

A few minutes later and he was walking through the door to the little secretarial area just to the left of Snyder's office and while she didn't say anything a look of sympathy was on her face. With a nod of thanks he continued on to the door that led to Snyder's office and knocked twice figuring that being polite would be a nice opening salvo for what was to come.

"Get in here Harris!" Snyder yelled from inside sounding as sunny as he ever did.

Which was to say not one LITTLE bit.

Pushing the door open and walking in he saw Snyder standing in front of the window behind his chair, arms clasped behind his back, looking very much like a guy about to lower the boom. Coming to a stop just a short ways away from the desk he waited to find out what kind of special hell the troll had come up with this time.

"I know that you along with every other pathetic student in this school see me as some kind of monster Harris. That I'm treating you poorly for personal reasons but that couldn't be farther from the truth." Snyder said in an oddly lecturing tone of voice, "I simply have set standards in my mind of what a true student, a true human being, should be and with only a few exceptions you're all failing miserably to meet them."

Yep! Same old Snyder. He thought with a bit of snark, Bet you every Twinkie on the planet that he hasn't gotten laid once since the day he was born.

"Now according to the law I have to provide each of you with what passes for an education in this country and only after you graduate can I finally wash my hands of you." Snyder said sounding quite displeased with that, "Fortunately I've found a much more effective way of getting rid of the troublemakers. Open the folder on my desk."

Warily looking between the folder and the man he reluctantly did as he was told but when the contents were laid bare he almost immediately wished he hadn't opened the folder. Inside were an assortment of pictures, documents and notes but the one thing they all had in common was the Scoobies. Not a single one existed that didn't have him, Buffy, Willow, Giles or Cordy featured obviously for all to see. However what was being shown made him wonder if he and the gang had grossly underestimated how aware people really were of what went on at night. He saw pictures of Buffy going into She-Mantis' house with Giles and Willow, pictures of eating the school mascot with the other Pack members, breaking into CRD labs and the list went on from there. There were never any pictures of demons or the things they fought though but whether that was because of some mojo reason or because of the camera he didn't know.

All he knew was that he dreaded what Snyder had planned for all this.

"These are just copies of course. I'm not stupid enough to let you get within fifty feet of the originals since you'd probably try to destroy them." Snyder said as he reached over the desk and closed the folder, "It seems you and your little gang have been quite busy in the last year and a half. Multiple counts of breaking and entering, destruction of private property, suspicious proximity to some rather unpleasant deaths, arson, damage to museum property and last but not least underage drinking. Any one of these could put you and your friends in jail…put them all together and well…I think even a dim bulb like you can figure it out."

"So what?" he asked keeping his tone neutral for the time being, "Is this the part where you have the cops come in and slap the cuffs on me?"

"Mmmmm that would be fun to see but I've got a much better idea." Snyder replied with a smile that was SO not of the good, "You see as long as I have this information I can crush you and your friends anytime I want. But that'd be too quick and not a very effective example to the rest of the student body."

"Example?" he asked not liking where the conversation was going.

"Yes. Of what I can do to make their lives even more difficult than they already are." Snyder replied with a smile that was pure villainy, "Starting with you I plan to make each of your little band of misfits destroy your own lives here at Sunnydale High School. Tear your own reputations to shreds, humiliate yourselves in front of your peers and leave legends behind that'll make every future student shudder in disgust when they hear about you."

"And if we prefer jail to that?" he asked feeling the rage become a lot harder to keep under control.

"Well it won't be as fun but I think it's safe to say that none of you will be accepted to college once you get out. Places of higher education tend to be a bit reluctant to admit ex-cons." Snyder replied showing disappointment for a moment before the evil smile returned, "Imagine dear Willow unable to go to the colleges she wants to because they tell her 'she is not the sort of student they want'. Summers won't have to worry about college but I imagine that getting any job that requires a criminal record check will be out of her reach. Minimum wage for her then. As for Miss Chase I wouldn't be surprised if her parents disowned her once they get the news. Still I suppose working a street corner will bring her enough money to keep SOME of the lifestyle she's used to. As for Mister Giles well-"

"What do you want me to do?" he asked unable to keep the bubbling rage from mixing with his words.

"Oh! You think you can protect your friends by falling on the sword!" Snyder exclaimed mockingly as he no doubt found it pathetic, "Okay. That might be good for a few laughs. In fact I figured you'd try to do something stupid like that so I made sure I was prepared."

With that Snyder reached down for something on his side of the desk before bringing a large paper bag into view with the words 'Ethan's Costume Shop' on the side.

"You will wear this costume. You will chaperone a group of elementary school brats trick or treating later tonight." Snyder said looking every bit the villain as he put the bag down on the desk, "And you'll make everyone think you LOVE dressing up in costumes like this."

Scared he picked up the bag and looked inside to see just what he'd be using to eviscerate what little pride and respect he had.

Damn.

"So what'll it be Harris?" Snyder asked the sadistic glee coming through loud and clear, "Sacrifice yourself to keep your merry band safe for a few weeks longer or refuse and you lead the line up into the back of a police meat wagon."

There really was no choice.

His friends were his life, his strength, so if this was what he had to do to protect them then he'd do it.

Sunnydale High School Courtyard, Later

"I can't believe we have to escort around a bunch of ankle biters!" Buffy whined as they walked out of the school and into the open air, "The one night of the year when everything that goes grrr takes the night off!"

"Well we can't exactly ignore Snyder." She said as she walked alongside her friend, "He's the principle. We blow him off and he'll just figure out something nastier to hit us with."

"I know. Impotent little troll." Buffy growled without breaking stride.

It was frustrating to know that such a hate filled man was given power over them but it wasn't like there was anything they could do about it. They were students and the most they could probably do was write a few angry letters to the school board or try to get some of the students to join them in a protest of sorts. However as much as she hated to admit it she doubted that'd do any good considering the state denial the people in power submerged themselves in every day despite evidence of the supernatural. It either meant that they were corrupt, stupid or cowards none of which were traits a reliable person would have or that they could count on to support them. As such the best they could do was endure and if necessary bend the rules in order to come through more or less intact.

Looking ahead she became somewhat puzzled as she spotted Xander sitting on one of the stone benches near the front gate of the school looking like he just got told he was going to die. This possibility did not do wonders for her peace of mind and so she quickened her pace causing Buffy to follow her albeit in confusion. As she got closer to her best friend she noticed a paper bag next to him with the words 'Ethan's Costume Shop' written on the side. It made her wonder if what was inside it was the source of Xander's current emotional state but rather than give into her impulse to look inside she decided she'd talk things through first.

"What's wrong Xander?" she asked before sitting down next to him on the bench.

"Oh nothing. Really! I just have to dress up in an embarrassing costume tonight when we escort the kids around trick or treating and pretend to LIKE IT!" Xander replied sounding angry, frustrated and yet resigned at the same time.

"You mean someone's forcing you to? Who?" she asked wondering what was going on.

"Snyder." He replied spitting out the name like it was the vilest tasting thing he'd ever had in his mouth.

"WHAT!?" she and Buffy exclaimed in surprise at the revelation.

"I don't know how but he's got photos and documents of every little thing we've done since Buffy came to Sunnydale. Nothing demony or mojo related of course." He explained finally looking up at them, "Just enough to help the local PD put us away for more than a few years AND ruin our reps enough that getting a job or going to college is going to be just a bit shy of impossible."

"And the costume comes in…where?" Buffy asked looking like she really wanted to know what was so bad about the costume.

"The bastard wanted to get a kick out of throwing me a diseased bone. I dress up in that and he puts off ruining your lives for another few weeks." He replied pointing at the bag, "Correction: I dress up in that and put on a convincing performance that I LIKE dressing up in those sort of outfits."

"Well it can't be that bad." She said deciding she needed a visual aid to reassure her best friend, "I mean businesses that make costumes tend to make gender specific outfits more often than ones that'd fit both guys and girls. If Snyder found something in your size then it has to be something both genders can wear."

"You'd think that but you'd be wrong." He said before looking at the bag, "Go ahead. Take a look."

Deciding that now that she'd been invited to do it she'd give into her urge to peek inside the bag to see what had Xander looking like he was about to go away for twenty to life. Opening the bag she reached in and grabbed the first thing her hand touched before bringing it out for her to get a good look at.

A wig of red hair that looked like it'd go just shy of halfway down Xander's back if he put it on.

It wasn't an unnatural shade of red but it was decidedly closer to tomato colored than her own hair.

Okay this isn't too bad. Lots of costumes involve long hair and there's nothing humiliating about them. She thought before she set the wig aside and reached back in for another item.

However the next bit turned out to be some rather large shiny gold boots that while not high heeled or anything would definitely go up to about an inch or three above Xander's knees. The boots looked almost like they were made out of metal and then polished by a perfectionist but they weren't rigid so it was possible to fold them up all the way to the heels if needed.

O-kay! So this has to be some kind of superhero costume or something sci-fi. She thought putting the boots on top of the wig, Still nothing that can't be survived.

It was only when she reached in and pulled out a pair of shoulder length gloves made of the same shiny gold material as the boots that she began to suspect what the costume was. However the eternal optimist inside of her refused to give up hope that the outfit was something reasonable or at least something that wouldn't make people laugh at Xander too much. Going for what looked to be the last thing in the bag she pulled out a plastic bag and on the front of it was a picture of what the whole costume would be worn by a young woman either in college or newly graduated.

Not a guy in the costume.

A girl.

Specifically dressed up as the Dark Phoenix version of Jean Grey.

Looking at the size of the costume she had to admit that it was probably big enough that Xander could squeeze into it without too much trouble. He'd look ridiculous in it and she could think of seven different people who'd definitely take pot shots at him once they saw him but the costume would fit. Well the chest area would be a bit flappy since he didn't have the boobs to fill that area but she was pretty sure they could grab two water balloons and stuff them inside.

Why am I acting like I want this? She thought before mentally shaking her head, This is going to be terrible for Xander. I mean sure guys dressing up as girls for Halloween isn't unusual but those guys usually have their super reputations to absorb the fallout. Xander doesn't!

"So we bust into Snyder's office, grab the blackmail stuff and shred it." Buffy said sounding like it'd all be an easy fix.

"According to him the only things in his office are copies of the originals and he didn't say a word about where those are." Xander said making it sound like he'd already thought of that.

"And since we're not exactly best buds with him we have no clue about where he'd put the originals." She said finishing the line of thought for the group.

It was terrible and she knew that in an hour when her best friend arrived to pick up his group of kids he was going to be put through two hours of heckling, quippage and insults all designed to make him feel miserable. It'd be survivable but it'd take a long time for his reputation to return to what it was at the moment. Not that the rep was great or anything but it was definitely preferable to what it would be once people saw Xander dressed up as the Dark Phoenix.

There has to be a way to turn this around or at least soften the blow. She thought as her mind scrambled for options, Some way to get people to stop looking at Xander or not notice him as much…I GOT IT!

"Well if you're going to dress like an X-Man than so are we." She declared making it clear she was firmly behind her idea.

"We are?" Buffy asked sounding like she'd been thrown a curveball.

"And we're going to get Cordy and Angel to do the same." She said not letting an ounce of doubt enter her voice.

"Now you're dreaming." Xander said sounding like he couldn't believe what he was hearing, "I can see Buff' getting Angel to do it but no way is Cordy going to go along with this."

"Did Snyder have pics of her too?" she asked even though she suspected the answer was yes.

"Yeah." He replied nodding his head.

"Then we have a common enemy and if that's not enough I'll tell her I'll foot the bill for her costume." She said not letting weakness show.

"Why are you willing to go so far Willow?" he asked sounding like he thought this was a little out of character for her.

"Because you're in trouble. Because it might be easier for you to handle if your friends do the same." She replied honestly and plainly, "Because it's a way to throw Snyder's plan back in his face. Do I need to go on?"

"Not really." Buffy said with an approving smile, "Okay I'll get in touch with Angel and tell him to meet us at the new costume shop. You two can rope Cordy into Willow's little plan."

"Sure. Give us the easy job." Xander said in perfect deadpan though she could tell from his eyes that his mood was definitely improving.

She genuinely hoped it kept going in that direction.

Cordelia's Car, Streets of Sunnydale, Later

"I can't believe you actually agreed to go along with this WITHOUT arguing about it more." He said with amazement as Cordy drove them to the costume shop.

"Rosenberg promising to pay for the costume helped." Cordy said without taking her eyes off the road, "But if der fuhrer is planning on declaring war on me I plan on getting the first shot in. Making you feel better is a completely unintentional side-effect."

"So basically it's free and it's retaliation?" he asked rhetorically before accepting that and moving on, "Gotcha!"

It was a lot easier thinking of it that way than even considering the possibility that Cordelia actually felt sorry for his predicament and was willing to go superheroine for the night to cheer him up. After all he was the president of the 'we hate Cordelia' club and he was pretty sure the feeling was mutual so out of a relationship like that no kindness could be had from her side. Him? Under the right circumstances he might be inclined to feel some positive emotions in connection to Cordelia Chase but most of the time she was a bitch who needed to be snarked at whenever possible.

Watching as the traffic went by he wasn't quite sure how he felt about Willow's little plan.

On the one hand he was touched that she was willing to forgo her traditional Halloween costume of a ghost in order to dress up as an X-Man for him. For YEARS his best bud had worn the same costume over and over again (well not literally the same but a ghost) without fail and despite some good tries she wouldn't budge. He could only presume that she really understood how difficult the evening was going to be for him, that he was doing it for her and the other Scoobies, and so felt she had to return the favor. He was tempted to convince her that she didn't need to leave her comfort zone just for him but at the same time he felt that this could be a good thing for her. It'd help her come out of her shell a bit more and maybe give her a bit more confidence in her appearance than she had at the moment.

On the other hand he was worried about how Snyder might see it and how the impotent troll would react. Would it be seen as a sort of defiance? Of opposition? If so then he had no doubt that the academic overlord would retaliate and he'd make it extra vicious if only to 'teach' them that resistance or defiance would not be tolerated. Considering what he'd heard spring from the foul man's mouth he shuddered at the possibilities that sprang to mind. It would be much better and safer for the others to just stay out of it and let him take the pot shots that would come his way solo. However he couldn't come up with a single argument that wouldn't sound lame or hypocritical considering the few times that either Buffy or Giles had tried to convince him to stay out of the slayage. All of his arguments for staying involved in the slaying centered around the almighty right to choose and free will so if he tried to convince the others to keep their heads down they'd just throw his own words in his face.

In the end he had no choice but to accept that unless they backed out of their own free will they'd be joining him in a Marvel Comics themed night.

When Cordy pulled up to the curb in front of the costume shop he could see a respectable flow of people going in and out of the store with the ones leaving looking quite excited about their purchases. Whether it was because they got good deals on the outfits or because the costumes themselves were better than they'd hoped for he didn't know. Once the Scoobies plus Cordelia were vehicle free they made their way inside of the shop to find it quite busy but thankfully not so much that they were deprived of elbow room at every turn. He could already see the Chase family look of disgust on Cordy's face as she obviously considered this establishment to be sub-par but since she wasn't turning around he presumed that she was willing to give it the benefit of a doubt.

As for Buffy…she was staring at something off to the side and when he looked to see what it was he had to sneer himself since it turned out to be a frilly dress of some kind that was at least two centuries out of date. Considering Buff' wasn't into renaissance stuff or history fan he knew she had to be daydreaming about how wonderful it'd look on her as well as how Deadboy would react. He would never, EVER, understand what could possibly make a girl think that dating a corpse was a good thing especially when said corpse could never give her half the things a normal lover or husband should. Personally he blamed all the romance novels, movies, tv shows and plays that in one way or another supported the phrase 'true love conquers all'. It made the girls that looked at them believe that any challenge, obstacle or problem could be defeated simply by holding onto the 'love' they had for one guy or given the times girl.

He didn't believe that one bit.

Love hadn't motivated his mother to finally press charges against Tony.

Love hadn't been enough to let Ampata live out the future she deserved.

Too many people saw Romeo and Juliet only to get swept away by the 'romantic' part of two lovers from opposing houses coming together.

They didn't remember how the play ended: both lovers dead by suicide.

Not happily ever after AT ALL.

"NO! I know what you want Buffy but tonight is for helping Xander out and standing up to Principle Snyder." Willow said as she physically pulled the blonde Slayer away from the frilly dress, "You'll have plenty of other times to try and get Angel to notice you. Besides that dress wouldn't match the outfit you're going to get him to wear."

Buffy whimpered a bit as her ideal costume choice got further and further away but eventually the Slayer accepted the reality of the situation and looked away.

As a group they proceeded to the back of the store where all the superhero costumes seemed to be hung up or put in display cases. There were a few from DC comics and others from Marvel comics plus a few that looked vaguely familiar to him but that he couldn't put names to. Still since Marvel comics was the theme they'd be going with he'd stick to that section since he was fairly certain that the girls would be asking him for the four one one on each costume.

"Okay dweeb. You're the geek here so pick something out for me but make sure it's something tasteful." Cordy said with a tone that implied pain if he slipped too far into the gutter with his choices.

Taking her warning to be genuine he began looking through the costumes looking for something feminine but also not so trashy looking that it could double as a stripper's stage outfit. Figuring she also wouldn't want to go to the trouble of dying her hair he specifically kept in mind outfits belonging to characters that had the same or similar hair color to Cordy. Considering some of what he could see this limited his choices a bit but eventually he spotted a red and black outfit that was sexy enough to get his seal of approval but at the same time wouldn't make Cordelia punch him.

"Here we go. The Scarlet Witch." He said holding up the outfit for the socialite to inspect, "It's the one she wore in the one shot title but it meets both our requirements. I think there are some boots here too…"

Handing her the outfit he looked below to where all the footwear was lined up and after five or so seconds came back with the right boots for the costume.

"Hmmmm…stylish, for a comic book character, good color choices and obscure enough that no one but the geek brigade would be able to figure out where it's from." Cordy said as she appraised his suggestion, "Fine. I'll take it."

One down. He thought with a bit of relief as he went back to look for an outfit for Willow.

He knew that he had to at least show some care in this choice because while his best bud might be doing this for him he couldn't even consider some of the flashier or fleshier costumes worn by superheroines from Marvel comics. Still he had to choose something that was at least a little clingy and eventually he found one that'd fit the requirements before making Willow go tomato red in the face.

"Here. Looks like one of Tessa's more conservative outfits." He said pulling out a sleek deep blue/purple military style uniform, trimmed with some red lines, "We'll need to get you a wig or trim your hair and dye it black for you to totally have the look. Maybe also get some face paint to give you a slightly tanned look since that's what she had in the issue where she wore this outfit."

"Shouldn't be a problem. I think I saw some face paint over by the cash register and I see wigs over there." Willow said looking like she didn't mind the outfit or the additional work she'd need to do.

"Looks like you're two for two Xan." Buffy said sounding like she approved of his choices and was optimistic about his future ones, "What've you got for me and Angel?"

While not liking the vampire and tempted to find something truly embarrassing he knew that Buffy would only get pissed if he did that so he tried to find one more reasonable. It took him a minute or two but eventually he spotted one that he found oddly appropriate for Lord Forehead but also wouldn't get him in trouble with Buffy.

"Here we go. Sean Cassidy who was also known as Banshee." He said holding up the plastic covered blue, yellow and black outfit complete with flying squirrel wings, "They're both Irish and he's an X-Man."

He could tell just by looking at Buffy that while she couldn't come up with any coherent objections to the outfit her inner fashion expert wasn't giving the costume a passing grade. In the end she took the outfit without a word and while not the verbal approval the others had given her he'd take it.

Moving on he began to look through the costumes for something the Slayer would approve of but also would make the two hours dressed up as the Dark Phoenix more bearable. Looking through he saw a number of costumes that he liked but all of them had two little problems that'd keep Buffy from looking right in them. The first was that there didn't seem to be one that'd suit her height and every costume had definitely been tailored with a…ahem…full figured woman in mind. Not that Buffy wasn't beautiful or anything but there was no getting around the fact that she was short and only had Willow beat in the bust department.

It was as he strayed into the male costume department that he stumbled across something that caught his eye enough to keep him from going back to the ladies costume section. From what he could tell the fabric of the costume was very elastic in nature, obviously intended to cling to the wearer's form, and was simple enough in design that it could be made to fit with only a few adjustments. Plus he couldn't help but snicker a bit at the idea of Buffy wearing it in Deadboy's presence and that alone made it worth choosing.

"Here you go Buff'!" he said pulling the white and blue plastic covered outfit from the rack, "We'll have to ask the guy at the cash register if he's got the wings for this because otherwise we're going to need some inventive thinking."

Willow began laughing the moment she spotted the costume even though she did roll her eyes a bit since she no doubt had figured out the reason he'd picked it. While not the same comic book fanatic he was she'd seen enough of the ones he'd read to be able to identify the character associated with the costume. Buffy on the other hand looked clueless but definitely not in favor of an outfit that might make people laugh at her.

"What's so funny?" Buffy asked sounding like she might reject the outfit depending on the answer.

"Well the costume belongs to a male character named Warren Worthington the Third. He's this billionaire rich guy who owns his own company and is a mutant superhero on the side." He explained figuring that giving her the whole story would be best, "He's got these big feathery wings on his back and can fly. His codename is…Archangel. Though he used to go just by Angel. Considering Deadboy's name and the fact that he'll be going out with us to chaperone the kids it's kinda funny…right?"

Buffy looked back and forth between him and the Archangel costume for a minute but eventually seemed to concede that there was some humor to be found if the small grin was anything to go by.

"Let's get going and get the rest of the stuff we'll need." Buffy said finally taking the offered costume and picking up the boots that went with it, "We gotta be at the school by four or Snyder'll drop down on us like a ton of bricks."

Nodding in agreement they went about the store grabbing any accessories or make up they needed in order to do the characters justice with him being the final authority on such things. Fortunately aside from some face paint, a wig, some fake angelic wings, orange hair dye and a final item that the cashier had foisted on him as being necessary they all got it done in a relatively short period of time. Exiting the store Buffy went one way with her costume and Angel's while the rest of them went for the school since it'd save them time. As Cordelia's car sped along anxiety began to bubble inside of him because even with his friends offering their support there was still the fact that he'd be dressing up as a girl. Sure some guys could do it without repercussions but that was mostly because they had solid reps that could afford to take the hits or could somehow make it work for them.

He had neither a solid rep nor did he have any clue how to make a Dark Phoenix costume work for him.

Still he'd solider on through it just like every other crap-tastic event that'd come his way and with a bit of luck he'd be stronger for it.

He wouldn't let this be the thing that wound up breaking him.

Outside the Bathrooms at Sunnydale High School, A Little Before 4PM

"C'mon dweeb! We've got five minutes to get to the student lounge!" she yelled from the outside of the men's washroom where she knew Xander had gone in.

"I'm coming! Just give me a second!" Xander's muffled voice said from the other side of the door, "It's not easy getting into all this stuff!"

While she conceded that getting into a costume meant for a girl wouldn't be easy for a teenage guy she figured Xander would have an easier time of it than some chiseled and bulky jock. It still didn't change the fact that it was five minutes to four in the afternoon and Snyder had been quite specific that tardiness would not be tolerated. Not that she particularly cared about the volunteer program since she'd managed to escape signing up for it but if Xander wound up being late it'd give the troll a reason to come after the rest of them. She had enough trouble being loosely associated with Summers and her band of freaks and if she wound up being targeted specifically by Snyder it'd only make it harder to explain things away to her minions. So basically it was in her best interest to limit the avenues of attack that Snyder could use and hope that Harris and his fellow freaks could figure out a way to turn the tables on the principle.

IMAGINE her optimism.

When the door to the men's washroom finally opened she was torn between laughing and groaning with exasperation with what she saw. On the one hand standing before her was Xander Harris dressed up in a costume meant for a woman, wig and all, looking like he was actually praying for something freaky to happen so he could escape being seen wearing it. She had to admit that it was pretty funny right up until her eyes got to the chest area and that's where the exasperation came into things. She'd been there when the cashier at the store had pushed a pair of fake plastic boobs into the mix saying that it'd make the overall costume look better and had agreed at the time that it'd be better than leaving handfuls of fabric flapping in the wind. The Brit at the cash register had gone with a C to D size when it came to the fake boobs probably not knowing what would be the right size to properly fill out the costume.

However clearly it'd been a mistake to let Harris put the foamy boobs on because they were decidedly lopsided at the moment.

"God! Are you mental!?" she said pushing him back into the men's washroom before beginning to manipulate the accessory through the outfit, "You'd look like an even bigger freak than you already do leaving those fake boobs like that."

"Well it's a little hard keeping them in place and getting the spandex where it needs to be." Xander protested as she tried to shift the fake breasts into a respectable position.

It'd have been a lot easier to somehow get her hands under the costume but it was so tight and clingy looking that it'd definitely take more time than they had. Eventually though she managed to get the accessory where it looked almost presentable and hoped that it wouldn't shift out of place when dorkus moved or anything.

"There. Not perfect but that'd be impossible with you." She said with a barely accepting look on her face.

"Gee thanks!" Harris snarked looking very displeased with his predicament.

"Just be glad I didn't suggest make up dweeb." She retorted as the two of them began to make their way to the student lounge.

That shut him up nicely.

As she walked she was a little annoyed that he hadn't gone all slack jawed when he saw her in her costume but she conceded that his own predicament was probably all he was thinking of at the moment. She'd looked at herself in the mirror before stepping out of the ladies washroom and she had to admit the costume looked good on her. It wasn't designed to show more than it hid but it clung to her curves well enough that she could already tell that it'd keep the eyes of every guy in the room on her until she left. Another benefit was that since neither Andrew or Jonathan were in the school at the moment she didn't have to worry about them having nerd-gasms and letting everyone know she'd dressed up as a comic book character. The official story she planned on giving those that asked was that she'd dressed up as a sexy sorceress since it matched the costume well enough that no one would ask more.

As they got closer to the student lounge though she could hear the snickering, the giggling and the laughter as people spotted Xander with a few pointing their fingers at him.

"Something you want to tell us Harris?" one guy asked whom she didn't know and didn't care to know.

"Nice tits!" a giggling girl who'd tried out for the cheerleading squad but failed to make the cut said like she was trying to sound as mocking as possible.

This pretty much continued all the way to the student lounge but considering the number of people along the way and her own percentage estimates of how many were likely mouthy she concluded that her costume was having some effect. It'd be better once Summers and Rosenberg were with them since guys were always distracted by more eye candy and enough of the girls liked to copy her minions when it came to those two that they'd prioritize the new targets over the old one. Looking about it didn't take long to spot the two with the fake angel wings Summers had on her back so without delay she led Harris over to them.

Once she got close enough her inner critique couldn't help but evaluate how each of them looked in their costumes and how bad they might make her look by association.

Summers' outfit was just a blue and white combo bodysuit with the former on the sides while a strip of the latter went straight down the center. Both the gloves and the boots were white and just to top off the whole 'angel' theme there was even a golden halo placed right between her breasts. There was even a bit of spandex that wrapped around her head leaving only a cut out in front for the face and one on the top for her hair to spill out. As for the wings they looked a bit too big on her but had been very realistically made making her think the manufacturer might've had it all done by hand by someone who knew a lot about bird wings. The only freaky thing that stood out though was the fact that Buffy had taken some sea blue face paint and completely coated her face in it and somehow found a shade of lipstick that meshed with the paint.

"Willow told me that this Warren guy is all blue skin in the comics at the moment." Buffy explained obviously expecting someone to ask her about her face.

"Whatever." She said dismissively as she turned to look at Rosenberg.

The military styling of the outfit was definitely a negative and the fact that the girl had no bust to speak of or at least not enough of one to interest most guys only made it worse. Things brightened a little bit with the fake tan she'd managed to put on her face and hands since it was definitely better than the pasty white she normally walked around with. The black wig wasn't too bad and thankfully Rosenberg had done a better job of making it settle right than Harris had with his fake boobs. Someone, probably Summers, had even managed to make it so that the hair from the wig framed Rosenberg's face giving it a bit of style and making it look less fake.

Not a giant leap forward from the softer side of Sears that Willow usually wore to classes but if it turned out to be enough to convince the girl to stop letting her parents dress her it'd be a good thing.

"You look…nice…Xander." Willow said obviously trying to cheer her friend up.

Not that it was working when every few minutes some idiot yelled a crack from across the room or served it up normally as they passed by.

"Oh yeah. GQ'll be calling me up for a photo shoot any minute now!" Xander said irritably clearly not liking how things were going.

"It could be worse you know." She said taking a stab at cheering him up a bit if only to keep him from whining, "At least no one's snapped a picture of you. This time next week no one'll remember anything."

She was fairly certain that it might take longer than a week for people to find something else to gab about.

FLASH!WHIRR!

Looking in the direction of the flash she saw someone she was pretty sure was on the yearbook committee running away with a camera in his hands.

"Okay…so maybe it's going to take a little longer for people to forget." She thought even as she began to wonder if she could intimidate the student into burning the photo and all the negatives.

She'd been caught in the picture too she was fairly sure so it'd be her reputation on the line as well as Harris'.

The Streets of Sunnydale, Residential Area, An Hour Later

When this is all over I'm burning this whole costume! He thought as he continued to escort his batch of kids around to the houses.

It'd been bad enough hearing everything his 'peers' had to say about him back at school but it'd only gotten worse when the students who weren't at the school with him along with the random native of Sunnydale saw him. It'd been worse because the fellow students they bumped into actually bothered to follow him in some cases inventing new and hurtful things to say no doubt in an effort to make him have an emotional breakdown of some kind. As for the random Sunnydaler he was pretty sure at least one of them knew Tony which meant that before the night was through he could bet his sperm donator was going to know about the costume he was wearing. That meant that sometime in the next twenty-four to forty-eight hours he could expect to be verbally reamed out by the man and probably get the crap kicked out of him for good measure. In Tony's eyes he was already a waste of space and a disappointment so having something that could cause people to call his sexual orientation into question would only make the drunk even madder.

He was seriously thinking about asking Willow if he could stay at her place for a week or so since by then whatever booze Tony poured down his throat would likely obliterate the asshole's memory enough for him to go home.

Glancing at his watch that he'd put over the right glove of his costume he could see that it'd just gone by the halfway point of how long he had to chaperon the snotty little kids. While the little guys and gals hadn't been quite as bad as those older than them they'd still managed to come up with some original names to call him, ask some original questions and generally been a pain in the ass. While he could vaguely recall being similar when he was their age he at least had had the sense to know when to keep quiet. Despite his best stern warnings and implied threats the kids had either ignored him or threatened to tell their parents on him. One of them even threatened to sue him for mental distress or something making him wonder what made the kid think he could do that and if he really was in trouble.

Whatever! I just want this night to be over sooner rather than later! He thought before looking over in the direction the rest of the gang was in.

Buffy, Willow and Cordy had stuck with him pretty much since they'd left the school with their groups of kids with none of them getting too far away from each other. Deadboy had hooked up with them as soon as the sun finished dipping below the horizon and as predicted was sticking pretty close to Buffy. While not as sexy as his gutter of a mind would prefer the way Buffy and Cordy's costumes clung to their curves was definitely a nice bit of eye candy for him. Seeing Deadboy with orange hair was fun even if the walking corpse still had his hair spiked up the way he normally had it. There was no sign of embarrassment like he'd hoped there'd be or even a little discomfort with the vampire but he guessed being all lovey-dovey with Buffy would keep most of that at bay. If there'd been some way that he could've forced Angel into a truly humiliating costume it would've been SO sweet but then Buffy would've kicked his ass and Willow would give him 'The Look' for a month. So even though embarrassing Angel would've made his own humiliation TOTALLY worth it he'd have to be satisfied with daydreaming of the possibilities.

He was just about to move on to the next house when he felt the oddest sensation in the air that actually had him turning back the way he'd come as though something might be sneaking up on him.

However just as his eyes registered that nothing unusual was behind him an unseen phenomena struck him, seemingly coming from within as well as without, with a level of force he had nothing to compare it with. Pain soon followed as every inch of body and more began to vocally express its agony to him all at the same time. His awareness of what was going around him all but vanished as pain became his world, his thoughts and his very language in less than half a second.

The only thing that seemed to be able to pierce through the pain was a rising sensation of heat.

A View From Above

In the seconds that followed the activation of the Janus ritual people all over Sunnydale began to change from what they were to what they'd dressed themselves up to look like. Teachers became mobsters, students became pirates and in some cases home makers turned into whip wielding dominatrixes.

However all of that paled when compared to the transformation that one teenaged boy named Alexander LaVelle Harris was going through at the moment.

Where the others who'd bought costumes or accessories from 'Ethan's Costume Shop' chose beings who were powerful the vast majority of them were still only mortal with half of them relying on technology or a unique genetic quirk for their special abilities. In the case of Xander Harris though he had dressed as someone who was not one fictional being but rather two and it was the second one that was causing all who could sense it to stand up and take notice. The first one was simple enough and had it been one of the normal versions of the fictional character Jean Grey then all that would've happened would've been a temporary gender change, psionic abilities and a false personality. However the second half of what Alexander had dressed up was an ancient cosmic entity that embodied life and death as well as the source of all psionic energy.

The second half was the Phoenix Force.

It was this fact that was quickly proving to be a bit of a problem because despite what some might think the Roman deity Janus was not monitoring things or controlling how much power went where. It was basically the equivalent of giving someone permission to use your credit card but not doing anything to limit how much they could charge to it. Even taking into account the ritual specifics there were no limitations built into it that would keep a transformed person from becoming too powerful.

Why were there such careless oversights you might ask?

Simply because in the time since the ritual had first been conceived mankind's imagination had given rise to characters, forces and beings that far outstripped what the original spell crafters could imagine. Indeed even the Gods themselves likely did not pay close attention to such things and so Janus would be unaware of precisely what he was lending his power for much less what it would bring into being.

Well they were paying attention now.

With every second that passed more and more of Janus' energy was being funneled into this one person, this one TRANSFORMATION, alarming the deity and causing him to do all he could to sever the connection. It was not easy since with every mystical 'yank' he performed his strength decreased substantially but eventually he was able to sever the connection. Normally this would have resulted in all those transformed by the ritual to revert to normal and the mortal who'd absorbed so much of his power would die as it burned them from the inside out.

However this time was different because in the seconds between Janus beginning his efforts to sever the connection and accomplishing it the unthinkable happened.

The Phoenix Force inside Alexander LaVelle Harris became self-sustaining.

This did not mean that it no longer required outside energy but rather that depriving it of Janus' divine power would not cause it to fade from existence as the Roman deity desired. Instead, with the power of a god no longer available to it, the Phoenix Force became akin to a hatching born prematurely and struggling to live with every mote of will it possessed. On instinct alone it reached out looking for anything that could make it stronger and allow it to keep burning bright and as it looked first towards that which was within its domain it found what it needed.

With a loud raptor shriek that was echoed by the fully transformed Alexander Harris' flames shot outward from the crimson clad young woman's form sweeping over everything in its path. Plants turned to ash in an instant just as everything else that the flames touched be it animal or human or even demon. However it was not a simple case of incineration as some might expect but rather the ruthless stripping of their respective life energies from their bodies upon the removal of which caused the bodies to fall apart. Freed of fleshy and leafy confines the life energies from those obliterated were absorbed into the Phoenix feeding it and making it stronger. As it was made stronger it was able to stretch out even further with its flames repeating the previous decimation of all living things as it went increasing in strength. It did not care that it was wiping out hundreds, THOUSANDS, of innocent lives because to any living thing nothing is more important than its own survival. Self-preservation is a powerful instinct and while those that have known life can bring themselves to override it under the right conditions those that have yet to grasp WHAT life is cannot.

Watching this occur the divine body known as the Powers That Be feared what would happen if the newly birthed cosmic being continued to feet upon the life energies of every organic being on the planet Earth. Would it be satiated before consuming everything or would it continue ever on until the entire solar system was reduced to a lifeless collection of rocks? They could not afford to take that chance and as if to force their hand the firebird began to do the one thing no being currently calling Earth home had managed to do successfully.

It touched and began to drain the dimensional energy of the Hellmouth itself.

The entire town of Sunnydale began to shake as the dimensional weak spit was being devoured by the Phoenix. Buildings began to crack and crumble, streets were broken in two like a two stick popsicle being broken in half and bit by bit what was once a flat surface began to curve ever downward as the tunnels collapsed. While the 'death' of a Hellmouth would be considered a boon by many for the Powers That Be it would mean the destruction of so many of their plans that featured Sunnydale as a key location. Already they would have to find someone new to be mayor and then come up with a way to make the world forget about all the people whose life energy had just been stolen so that they could repopulate the town. The only good thing they could think of was that the next two Slayers in line would be much easier to control than Buffy Summers had been. Kendra was a by the book Council raised Slayer who didn't have an independent thought in her head and was quite submissive to authority figures. Faith was damaged goods who'd jump at the chance to be treated better than she'd been by her own parents and wouldn't ask questions so long as her ego got stroked regularly.

Reaching out with their divine power they attempted to isolate the disruptive elements to their plans so that they could cease the destruction and give them time enough to determine a proper course of action. However this proved to be a poor course of action since the moment their power made contact with the Phoenix it actually managed to ABSORB their energy into itself. It was unfathomable that a fictional entity brought into being by Janus' poor foresight and power could even hope to comprehend their might never mind devour it but that was what was happening.

Fortunately for them their well of power was sizeable and so they weren't drained dry in an instant so they had time to look for a plan B. They couldn't contain Harris and the Phoenix because just making contact with the flames was causing the power drain. Doing nothing wasn't an option and then it occurred to them that there was one choice that they hadn't considered: do a wide field displacement of a fixed area and send it all to another dimension. It was going to be noticed but it was the only thing that didn't require direct contact with the flames and it'd get rid of their problems.

The Almighty would understand.

With that done they cancelled their attempt at containment and instead began to lock into place a grip on everything within a five mile radius of the Phoenix. A bit much but it would ensure that they could complete their work before the flames got too close to the quantum isolation field needed for dimensional displacement. It was hard work, harder than they thought it'd be, but in the end the field was created and so with a final mighty effort on their part a sphere ten miles in diameter in every conceivable direction vanished. With only a brief flash to herald its disappearance everything that was within the quantum isolation field vanished leaving a large crater where the town of Sunnydale used to be.

Sadly the damage was done.

The Hellmouth had been drained of so much of its power that nature was asserting itself and within two days the 'weak spot' between dimensions would be no more. All of its inhabitants, demon and human, that would've gone on to do things great and small were now gone for good either by the Phoenix's hand or by the might of the Powers That Be. While it might've been necessary to save the rest of the planet things were no longer what they once were nor was there any point to the old plans if they involved a resident of Sunnydale.

In the space of less than an hour a relatively harmless spell had killed thousands, destroyed millions of dollars worth of property, effectively shut down a Hellmouth and drained a sizeable portion of mystic might from a set of divine beings not to mention a Roman deity. It'd been centuries since the last time a FUBAR situation like this had happened and the Powers thought that they'd taken sufficient precautions against a repeat.

Obviously they need to go back to the drawing board.

As for what they dimensionally displaced…that's someone ELSE'S problem now.

Earth-616

The Forest Outside of Cooperstown, Alaska, USA

Confusion.

Fear.

Pain.

Torment.

Those were the things that he, Alexander LaVelle Harris, was feeling in spades at the moment even as he fell from the sky, crashed through a couple of tree branches and landed in a fortunately large pile of snow.

Not that it stayed snow for very long.

Even as he rolled onto his back he could see the flames surrounding him, turning snow into steam and wood into fuel, and out of an inborn instinct of 'fire dangerous' he crab walked away from it as quickly as he could. It didn't do any good though was the fire seemed to follow him no matter where he went and then he saw something that made it clear that escaping the blaze wasn't an option.

The fire was coming from HIM.

HE was emitting the fire!

He flapped his hands and arms as fast as he could thinking that it'd get his crazy limbs to stop producing fire but it actually seemed to make things worse. He then noticed that his legs, his oddly shapely legs, were also putting out flames and frantic thinking had him repeating his reactive method of putting out flames only to get similar results to his arms. He tried to think, tried to figure out what the HELL had happened, but his mind was not exactly calm as the mirror surface of a lake without so much as ripple on its surface. It'd probably be more accurate to compare it to a stormy sea where large waves were going this way and that slamming into things and generally making it difficult to focus on anything. He remembered going around Sunnydale chaperoning the elementary school kids, he remembered his friends dressing up in superhero costumes to retaliate against Snyder and he even remembered feeling something odd in the air just a couple minutes after five in the evening.

After that…after that…PAIN.

He'd been overcome with pain throughout his body and the sensation of things getting hotter around him by the minute with no end in sight…

"AAAHHHH!" he cried out only peripherally aware that his voice didn't sound like he remembered it.

Why was he only peripherally aware?

Well it was kinda hard to focus on one's voice when your mind was suddenly overcome with craziness like thoughts, emotions, memories and even some instincts that he KNEW didn't belong to him. Images of what looked to be a seventies style university and the name 'Oxford'. A voice in his head saying 'From now on, we're gonna have a little less ritual, and a little more fun around here!' mixed with the sight of a cage being raised up into a beam of sunlight. Images of unicorns that for a moment induced a feeling of love and happiness before it too vanished only to be replaced with something else. On and on it went without end leaving him ever more confused as well as scared since this was unlike anything he had ever encountered before in his life. Even since joining up with Buffy he had never experienced his mind so thoroughly under assault as he did at the moment and in an effort to expel the fear vocally he let out a scream at the top of his lungs. With every bit of air he'd been able to take into his lungs and for as long as he could manage it he screamed but as he did so the flames as well as a strange internal warmth also rose to match it.

And a sound akin to screech from a hawk or another bird of prey echoed through both the air as well as his mind.

Freaked out by this he immediately shut up but that still left him with fire everywhere, mental elements that were definitely not his own popping up every five seconds and a complete lack of answers regarding how the HELL he'd gotten into his present predicament. By feel as well as trial and error he tried to force the unwanted mental chaos to calm down remembering all too well Giles reminding all of them that the quickest way to get dead in a bad situation is to lose one's shit. It wasn't easy and felt like he was trying to squeeze more stuff into a metaphorical closet than it was designed to hold. Nevertheless after an unknown amount of time later he managed to reduce the foreign mental elements from sensory overload to an annoying person who wouldn't stop talking.

Not what he would've preferred but definitely preferable since it now allowed him to try and figure out what to do next.

Standing up he wobbled a bit, figuring the ground was uneven or unstable, he looked about to find that the forest was still ablaze in just about every direction. There were a few gaps where there'd been nothing for the fire to burn or if there had been it'd long since been reduced to ash leaving only dirt and stones behind. He spotted at least one gap that he could use to get by but then he remembered that the flames seemed to be coming from him and only igniting the trees afterwards. Knowing he needed to cool off he looked down to see if he could figure out a way to do so he…he…

Why are there two breast sized lumps sticking out of my chest? He thought as he noticed two decent sized mounds pushing out the chest area of the Dark Phoenix costume.

Contrary to what some might think he wasn't stupid.

He completely remembered the fake boobs he'd been saddled with by the store cashier and then had put on in the men's washroom at school but there were two things that made the present different from those two times. The first was that despite how it'd looked to others he'd been able to feel the fake breasts resting on his natural manly chest the entire time he had them on.

At present there was no sensation of touch that indicated much less confirmed that what he was looking at was a set of synthetic tits resting on normal flesh.

The other thing that made the present different from back then was the fact that while before it could be argued that the fake breasts were between a C and a D in terms of size in the beginning that had changed. Now they'd gone from Kate Winslet tits from 'Titanic' to the rack that Salma Hayek had when they were filming 'From Dusk Til Dawn' and that was a decided jump in his opinion. Then again it was kinda hard to tell through the fabric so they might've actually jumped up to a larger size to for all he knew…BUT THAT WASN'T THE POINT!

The point was that he shouldn't have them AT ALL yet with a few seriously reluctant pokes of his finger he confirmed sensation that meant that they were a part of his body rather than fake things resting on his chest.

Naturally that's when he finally noticed for real that his 'hands' and the attached 'arms' were rather small and slim looking. Now while he hadn't been a gym nut like some of the guys at school who'd spend hours lifting weights and running on a treadmill to tone their bodies he'd still been in reasonable shape for someone his age. Indeed since he'd started helping Buffy out with the slayage he'd actually managed to put on a bit more muscle then he'd had previously so to suddenly go from baseball player arms to something he'd see when Cordy wore something sleeveless…FUCK! What the FUCK more specifically!

The more he looked the more his shock and incredulousness grew because according to what his eyes were telling him he was currently in a decidedly non-male body. His mind tried to come up with comforting explanations like his mind had been swapped into his body by magic or that he'd gotten jacked into some super realistic virtual reality set up but nothing satisfied him for long. In the end he had no choice but to accept the conclusion that somehow, some way, he'd been transformed from an average Californian teenage guy to a teenage girl on the same level as Mary Jane Watson.

If he'd actually been born a girl he would've considered it hitting the jackpot.

Seeing as how he was born a guy instead though…yeah he was working his way back up to freaking out despite his best efforts to keep his emotions under control.

Anytime you want to throw me a line God I'm right here waiting! He thought even as the woods around him continued to burn.

New York City

"AVENGERS ASSEMBLE!" came a bellow from a man you just didn't question and always responded to immediately, "All Avengers to the Quinjet hanger NOW!"

When Captain America told you to do something you didn't ask questions.

You just did it.

Pulling his mask down over his mouth he leapt in his usual manner off of the couch and continued to leap from floor to wall to ceiling in order to get to the hanger as quickly as he could. Whatever was going on it'd have to be big to get Cap to talk like that and that meant that being tardy would get anyone on the team a lecture assuming they didn't get left behind entirely. Cage and Wolvie were following close behind since they'd been close by at the time and both were doing a pretty decent job keeping up with him. Not that he expected different considering they both had muscles on muscles, above human strength and no one got to this level of the superhero game without being able to haul ass when necessary. Naturally as he navigated the hallways of Stark Tower to get to the hanger he wondered what precisely had Cap so serious that he'd gone all 'no nonsense'. Based on past experience it'd definitely be something big, Galactus big, but since his show hadn't been interrupted by a news broadcast he'd bet money on it happening someplace remote. Kinda odd when you think about it. For some reason or other all the super villains and hostile aliens all seemed to want to make a name for themselves in the Big Apple or someplace else with a lot of people.

Still it'd make their job easier since there'd likely be fewer civilians to get out of danger so they could go all Steve Austin on whatever had Captain America worried.

They got to the hanger about the same time Jess did and once they were inside the Quinjet they found both Cap and Iron Man already there going through the preflight checklist. In fact unless he'd suddenly developed a need to have glasses again they were actually skipping a few parts of the checklist and only going with the vital parts.

That was never a good sign.

"So what's lit a fire under your asses?" Logan asked as he sat himself down on one of the seats.

"A little over twenty minutes ago Stark Industries satellites picked up a dimensional disturbance in the vicinity of Cooperstown, Alaska." Iron Man said as the hanger door opened and the Quinjet began to ascend, "Normally this would just warrant watching to see if something came through and if it was dangerous. A few weeks would usually be taken to do an accurate appraisal. That's not the case here. We have a pretty good idea of what came through and whether or not it's a threat."

"Quit dancing around it Stark." Logan growled obviously aware of when someone was dancing around the truth, "What popped through?"

"Satellites tagged one life form, homo superior, but the reason we need to get there ASAP is because of the energy the person is giving off." Captain America replied allowing Shell Head to focus on piloting the Quinjet, "It's a ninety-five point four percent match for the Phoenix Force."

This, it was safe to say, got the attention of everyone in the Quinjet but Wolverine was obviously affected the most if him popping his claws was any indicator.

"Jeannie?" Logan asked with a voice thick with emotions both positive and negative.

"Positive ID wasn't possible through all the fire and psionic energy." Iron Man said as the aircraft surged forward and soon reached its top speed, "I'm currently having another satellite move into place with the most sophisticated camera my company produces installed in it. We should be able to get a visual by the time we're halfway there."

While he didn't know ALL the details regarding the Phoenix Force since it was more an X-Man thing than a general superhero thing he knew that the last time it showed up its host was one Jean Grey-Summers of the X-Men. Pretty much all the stories he'd ever heard had it so that every time Jeannie fully manifested the Phoenix Force she died. Either she went nuts and someone had to kill her or according to the more recent incident she let her guard down and got a planet sized stroke shoved into her body. Before dying though there was usually death, destruction and…OH YEAH the wiping out of an entire solar system. He didn't think it needed saying that he was against that happening just as much as everyone else in the jet.

He heard it cost a lot to move to a different solar system and while Tony was rich he doubted the man was THAT rich.

"So what do we do when we get there?" Spider-Woman asked sounding less than enthusiastic about confronting a cosmic entity capable of devouring a sun, "'Cause I'm not sure if you've checked but none of us are really in the Phoenix's league. If we had Thor or the Hulk that'd even things up but just the six of us…can you say MISMATCH?"

"Normally you'd be right but whoever or whatever is acting as a host for the Phoenix doesn't seem to know what to do with it." Iron Man said through his armor's external speakers, "Nothing I've seen so far indicates that it's preparing to fly anywhere and aside from setting the forest its in ablaze it hasn't done anything else where it is. This could mean that the dimensional disturbance it appeared from has disoriented it or somehow impaired it's ability to use its powers."

"In other words we kick it while it's down and hope we don't get turned into crispy critters." Luke summarized sounding a little more optimistic about their chances but still wary.

"Normally I'd be pointing out how un-hero that is but considering what we're up against…yeah I'll let it slide this once." He said feeling a little bad about breaking a few rules from the Superhero Rule Book but accepting that they had to in this case.

"Just in case I've put a call through to She-Hulk, Warbird, Iron Fist, Giant Man and Wasp to let them know to go on standby." Cap said as the cloud flew by underneath them, "If we can't handle this on our own then we're going to call them in as reinforcements."

"And if even with them we can't handle it?" Jessica asked bringing attention to the worst case scenario.

"Then we call in every person who's ever been an Avenger, contact the Fantastic Four and the X-Men." Iron Man replied with utmost seriousness, "One way or another we protect this world and the people living on it. No matter what."

While he'd like to remain naïve and believe that 'no matter what' did not include killing the host of the Phoenix Force he'd been in the hero business long enough to know that sometimes there was no other way. Oh he'd fight that option with every ounce of strength and drop of reason he could manage since in his mind heroes didn't kill PERIOD but in the back of his mind he acknowledged that sometimes it was necessary. There were some threats that no prison could hold, no gizmo could neutralize safely and that would keep on coming until someone stepped up ready to go with the option of last resort.

He really hoped it didn't come to that though.

"The X-Men'll be coming sooner rather than later Cap." Logan said without a shred of doubt in his voice, "With the Phoenix Force involved it's a safe bet that every telepath worth mentioning has picked up on it including Frost and Rachel. Wouldn't be surprised if they're airborne in an X-Jet right now haulin' ass to Alaska."

"We could use the help if it turns out we can't contain the Phoenix." Cap said sounding like he was only looking at things from a strategic point of view.

"If whoever the host is gets their head screwed on straight it's gonna take everything we got to stop it." Logan said obviously speaking from experience, "Last few times we only beat it 'cause we got lucky or Jeannie let us kill her. If this one puts up a fight…"

Wolverine didn't need to say anything more than that.

The Phoenix Force was a cosmic entity on par with the likes of Galactus and the Living Tribunal in terms of power. In the past it'd taken some clever thinking and the combined forces of every hero on the planet to confront such beings. If the Phoenix Force and its host got their act together and aggressively went about its business…there'd be no time to rally Earth's defenders or come up with some clever strategy.

Guess I gotta cross my web covered fingers and hope we get lucky. He thought as everyone silently thought about the odds they were up against.

Then again if they wanted luck they probably should've left him at home because having the old Parker luck along for the ride rarely led to good things.

En Route to Cooperstown, Alaska

"Any luck?" he asked even as he piloted the X-Jet at its maximum speed of five thousand one hundred and seventy-five kilometers per hour.

They still had a little over forty minutes to go before they'd arrive in Cooperstown but even that was too long for him but the strategist in him knew that pushing the engines too far beyond their design limitations would cause them to fail. It'd force them to set down somewhere and hope they could affect repairs but that was unlikely given that the X-Jet was a custom job. Sure they had tools and a few spare parts but not enough to repair both engines if he wound up burning them out. So as much as his heart was telling him to push the throttle forward even further he'd keep his hand off of it and focus on keeping the aircraft on course.

"Sadly no." Emma replied from her position in the rear of the cockpit across from Rachel, "I can confirm that the psionic energy definitely belongs to the Phoenix but it's…chaotic. Even with Rachel assisting me we cannot make contact with the host. Once we get closer we should be able to do more but for now…no."

"Are you picking anything up Rachel?" he asked his alternate timeline daughter, "Anything about why it's resurfaced?"

He knew it was something of a long shot but he hoped that since the girl was a former host to the Phoenix Force she might have some sort of insight or perhaps could sense more than Emma could.

"No. It's just like Miss Frost said." Rachel replied refusing to use Emma's first name out of spite, "Everything coming from the Phoenix is chaotic and uncontrolled. It's like it doesn't have a mind of its own and it's completely reliant on its host."

That didn't bode well.

In all their past encounters with the Phoenix Force it'd had its own intelligence and on certain occasions, at least according to Professor Xavier, could speak for itself either telepathically or through Jean. To learn that it might've lost this sentience and become chaotic pretty much eliminated the option of somehow reasoning with it. The one positive possibility was that if the cosmic entity didn't have a coherent mind of its own then perhaps the host would be able to exert more control over it. Since most hosts were mortal and Cerebra had at least been able to confirm that it was a mutant then perhaps the host would be receptive to turning off the fireworks and calming down. Once that was done they'd either try to figure out a way to separate the host from the Phoenix Force so it could be sent on its way or bring the host back to the Institute to be taught how to properly control their newfound power.

He knew what the others in the jet were thinking and it was in the back of his mind too: had Jean returned?

A part of him, the part of him that would always belong to her, wanted to believe that she'd come back and that everything would be okay again. Not romantic since he'd long since come to the conclusion that whatever they'd once had together was gone but that didn't change the fact that Jean Grey was a founding member of the X-Men as well as someone a lot of people cared about. Just the same though there were things that didn't match up with what they knew of Jean or her connection to the Phoenix. The first thing he'd asked Kurt to do when Cerebra picked up the signature of the Phoenix was teleport to the Institute cemetery to check on the status of Jean's grave. By the time he'd assembled a team and descended to the same level as the hanger Kurt had returned to inform him that Jean's grave had not been disturbed in the least. While his experience told him that it was not impossible that her body could've been teleported out of the casket somehow he didn't believe that to be the case. The Phoenix was showing itself to be far from subtle at the moment and Beast had done a thorough job setting up defenses across the entire property.

The fact that Jean's grave had not been disturbed implied that someone else had become the host of the Phoenix Force and given what was happening in the forest outside of Cooperstown they didn't have the first clue how to control it. In a way it was much like the first manifestation of a mutant's power in which it all came pouring out and the person was so scared of what was going on they couldn't control it. If this turned out to be the case with the host of the Phoenix Force, if they'd not only just come into their psionic powers AND become the host at the same time, then that would certainly explain the current situation. It also likely meant that once they arrived both Emma and Rachel would have to tag team the host telepathically in order to get the situation under control. Some psi-blocks on the mutant's powers and the Phoenix Force would be needed in order to ensure the safety of the world as well as the residents of the Institute.

That shouldn't be too much of a problem between Rachel and myself. Emma thought into his head out of nowhere, If the host truly is new to both the Phoenix and their powers then the only thing they'll have in their favor will be raw power and skill trumps power every time.

Tell that to Galactus or Onslaught. He thought back to her without letting the 'discussion' affect his piloting.

Both old enemies wielded power on a cosmic level and could send even the mightiest of Earth's heroes reeling with a gesture.

And yet here we still are. Emma thought at him, Despite their considerable strength we triumphed.

It wasn't that he doubted Emma or Rachel's abilities as telepaths but rather that he didn't want them to get careless when they entered the host's mind. It was a fact that the Phoenix Force greatly magnified their host's abilities and the two X-Women might just be facing something just a little outside of their weight class telepathically speaking. Still with Gambit, Beast, Nightcrawler and himself running interference they should be able to provide an ample distraction that'd split the host's focus between a mental assault and a physical one. No amateur to telepathic combat would be able to multi-task competently in such a scenario leading to it either failing miserable trying to handle both or abandon one in favor of focusing on another. Either way they'd come out on top in the end hopefully without doing more damage to the area than had already been done.

At the same time though he had to anticipate the possibility of new elements entering the scenario ranging from the Avengers, S.H.I.E.L.D, the Fantastic Four or worst of all some villain looking to use the Phoenix for their own purposes. At least with the FF and the Avengers they could count on being allowed to take point since no one had more experience dealing with the Phoenix Force than the X-Men. In S.H.I.E. case though it was far more likely that they'd be treated like subordinates expected to follow orders from higher up the chain of command. He'd already heard from Wolverine about what'd happened down in the Savage Land during the Avengers' efforts to recapture Sauron and he didn't like it. The possibility that either S.H.I.E.L.D couldn't keep control of its own factions or had actually sunk morally to the point where they didn't care about the laws they broke meant that what leniency the Institute had under Fury's reign would likely be coming to an end.

Given how Fury used to operate, his secret assault on Latveria and the connected repercussions more recently in New York he'd bet even money that the one eyed spy's replacement was a by the book good little solider with zero tolerance for costumed heroes. He'd even go so far as to say that his replacement was likely the sort that would not even dream of disobeying orders regardless of how questionable they were.

Such people are little more than puppets without a single independent thought in their heads. Emma thought to him 'sounding' like she was smirking mockingly, Whoever the new director of S.H.I.E.L.D is I doubt they'll last for very long with that sort of mindset. We both know that certain degree of flexibility both morally and legally is required in our line of work.

Well let's hope that the replacement realizes that as well or we might need to make some hard decisions in the future. He thought back at the blonde woman without taking his eyes off the clouds ahead.

In the past the X-Men's actions were tolerated both because Fury had understood the need for them and because only a select number of people knew that the Institute was their headquarters. Now with the school publically exposed by Cassandra Nova when she occupied the Professor's body everyone in S.H.I.E.L.D would know precisely where to find them. If 'inflexibility' and 'rules' were the new director's key words then the second they crossed a line troops with jetpacks would be descending on the front lawn with weapons drawn.

I pity the poor souls who come to the school looking for trouble. He thought resolutely in his mind, Not that pity will be enough to keep me from kicking their asses though.