Chapter 11:

High above the Earth's surface, entirely outside its calm, tranquil blue atmosphere, a lone figure hung motionless against the backdrop of the stars.

Leo hummed, the typical requirement for oxygen unnecessary for his body. He kept on staring at the planet before him, contemplating. Thinking. Reminiscing.

It was quiet up here. Peaceful. Peace was one of the many things that the mutant felt was out of his reach. For all his godlike power and might, he always felt the need to do something; either develop his powers or explore different parts of the world, or even beyond to find meaning. To allow him to utilise the tools to exact his revenge against humanity.

He had known nothing but battle and conflict and struggle. The struggle to survive, to become a god (Leo snorted at that, his perception of 'God' warped an changed), to become perfect. Yet it was at this moment that he contemplated his choices. The actions he had taken, the power he had accumulated... was any of it worth it? Or was he just doomed to be some... some cosmic accident?! A mere thought into an extraterrestrial deity's mind, to be toyed and manipulated with?!

Leo snarled, his eyes flashing through the multitude of his signature colours, before he sighed, calming himself down. He was his own individual, unrestrained by any petty programming or manipulation. Apocalypse and Kang had tried, but had ultimately failed. He considered himself to be more evolved than that. The same principle could be applied, whether it be to that foolish Beyonder or God himself.

He would not subject himself to anymore mind games. He was no one's puppet, and it was time he took that fact and shoved it up anyone's and everyone's ass!

Sighing, Leo's thick arms crossed over his chest as he stared at the planet before him. His power made all the superheroes and supervillains seem like mere insects before him. He was immortal and invincible. The universe lay open and bare before him.

Sighing, Leo looked up towards the endless space, wondering if - even now - God and the Beyonder were staring at him, manipulating his mind to have him come to the decisions he was making.

"God, the One-Above-All, or whatever your name is," Leo spoke, his voice carrying so little in terms of distance in the vacuum of space. Yet, he'd imagine that his words were heard. "You and the Beyonder need to kindly fuck off and allow my plans to come into fruition.

"You asked me what I was going to do with my gifts? The same thing I planned to do from the start: wipe out any and all humans from the face of this planet, and if any hero or villain get cute with me, they'll die too."

Another deep breath. Another exhale. A scoff escaped his lips.

"Did you think to humble me? Thinking I am on the same line as humans?! I am greater than any of them could ever imagine - could ever dream of! I am a god amongst man, mutant and even the gods themselves! None can defy me!"

Staring down at the ball of mud before him, Leo used his telepathy to scan the minds of random humans, curious. The One-Above-All thought him to be some sort of... child, that he should correct his mistakes? And then what? Leave the humans to be? Never!

What made humanity so special? All they did was kill, torture, rape, murder, steal and destroy anything and everything that they could touch. Mutants, nature, peace... even they were not safe from each other's evil deeds. Heroes who dress in skintight suits and costumes, trying to save a species that didn't even want to save itself, creating more and more problems that would lead to their inevitable demise.

Just what made humans so liked by God Himself? There were a multitude of species out in the unknown regions of space, potentially more deserving than humanity could ever be. It was likely that there'd be a race more savage and self-destructive than humans. However, there was also the chance of there being a peaceful planet that knew nothing of either war or evil.

Thoughts swirled into his mind as he meditated, picking up emotions along the way.

But mommy, I have to save my game first!

You'll take the trash out right now, or I'll throw that TV out and you'll never see it again!

But Moooom!

Leo scoffed, his words and thought already confirmed. Humans, so selfish. He had no desire to listen to a mother lecturing her son. He began scanning for a handful of more people. The more he focused, however, the more he found.

Man, I'm done mowing the grass. I think I'll take a lil' nap.

Snorting, he moved on.

Work hard & play hard. It's what I always say. Pretty soon, I'll lose all my fat. There was a sardonic chuckle. Even if people keep telling me to jump off of a building.

Leo shook his head, confirming that, again, he was right. Lying to themselves in a desperate pursuit of false happiness. Most humans seemed to wander through life aimlessly, unsure of how to find happiness. But those who had found it were even more confusing. How could mere mortal men and women - most of them not even able to lift even a small mountain - possibly know what they wanted from life? It was frustrating.

That made Leo frown. Speaking of which, what did he want? The slaughter of humanity, obviously. And after that? It stumped him that he was drawing at a blank. Him, a being who had vast intelligence, didn't know what he wanted to do after he was done his mission.

He closed his eyes. Despite his godlike abilities and body, Leo found himself surprisingly reminiscing his childhood; when he felt that he was close to the human race. Looking now at his current self, he could somewhat understand how most humans didn't really know what they wanted. The perfect mutant found it a little distasteful. Disturbing, even. He certainly had no time for the love stories he was hearing, the sweet nonsense being whispered romantically around the world, into people's ears. As perfection itself, he was necessarily self-sustaining. Love and affection made humans blind, oblivious.

All of the women he had slept with; they meant nothing to him. Just a means to an end.

Or is that just your mind playing games with you? a dark voice whispered in his mind, making him frown. Are you just taking women by force and killing all those people to fill the sad little void in your heart?

Leo was confused. His telepathic walls were on full defence. No one could talk to him or read his mind. So what the hell was that voice?

He dismissed it, refusing to think it was anything coming from him. He had no mental fears or problems. He was perfect.

Growling, he opened his mind, allowing for more emotion to be open to him. Suddenly, his own consciousness was flooded with the hopes and fears and ambitions of the billions of Earth's inhabitants. There was peace there... compassion, bravery, longing... even love. The rush of emotion took him completely by surprise, shocking him into a stunned state. Before he knew it, a single sympathetic tear welled up in his eye.

"What's this?!" Leo exclaimed, still confused. More tears fell from his eyes as more and more raw emotion flooded his mind. He was dumbfounded, amazed and confused all at once. How could he, a proverbial god amongst ants, be in any way affected by the fickle emotions of said ants?

His rage began to smoulder, shooting up as if the fires of Hell were his fuel. Leo clenched his fists and ground his teeth in anger.

"I NEED NOTHING! I HAVE ALL THAT I COULD EVER DESIRE WITHIN ME!"

His fury grew and grew until he held his hand out, magic dancing upon his finger tips. So enraged was he, so angered by all these ants daring to try to bring him down to his level, that the words of magic came to him instantly.

"Terrena Gravi Flatu Tibi!" he intoned, allowing his magic to shoot from his hands and enter the atmosphere, opening a portal from the upper air.

XXX

(Paris, France)

The city was working in its usual way. People rushing to their destinations and children rushing off to school, traffic jams being such a rare sight for the peaceful city.

"Come on! Stupid traffic jams! We're going to be late to school, dammit!" a teenage girl complained to her friend.

"At least I have more time to study for the English exam," her friend commented, sighing in relief.

"Yeah. You're right, Karen," her friend responded, checking her side mirror in case of any oncoming people from behind. Frowning, she squinted her eyes, seeing something come from the edge of her mirror.

"What the hell?" she whispered.

"Hey, Sarah! Look!" Karen called out, drawing attention to her.

"What are you..." her voice fell, seeing the same thing she had seen in her mirror. "The hell?"

"Are those stars?!" Karen exclaimed, eyes wide in awe.

Sarah frowned. "No... no, those look more like-" She paused, the projectiles becoming more and more clear. Whether it was due to fear, or incredulity, she couldn't finish her sentence as the projectiles collided with the ground, bringing explosions.

The sky kept on rumbling angrily, as small specs of rain continued to fall from the sky. However, those specs of rain soon cycled into heavy rainfall and those rain droplets suddenly expanded, becoming miniature flaming meteors. The meteors sailed through the sky and down onto the trucks, cars and the citizens below. Infused with cutting and piercing magic, the jagged edges of said meteors exploded, piercing through metal and flesh.

The very ground shook as smoke and debris flew, engulfing the sky. Buildings and cars were blown away as the heavy winds either pushed or crushed people to the ground. Those who were lucky to survive the first onslaught slowly stood up, watching the bright light die down and smoke rising in the distance. People began to run for their lives as they saw more balls of light falling from the sky and more explosions following the first one.

Grunting, Sarah tried to pick herself up, only to cry out in agony as her lower half was trapped by her demolished car. Seeing the blood oozing from the scene caused a nauseating sensation to run through her body, temporarily shutting out the pain for a brief moment.

"Ka... Karen," she whispered, struggling to call out her friend's name. Terror and pain ran through her body again, causing her to raise her voice. "Karen! W-Where the hell are you?! ANSWER ME, GODDAMMIT! KAREN, I SWEAR TO GOD, IF YOU DON'T RESPOND, I'M GOING TO-"

Her voice was abruptly cut off upon the horrific sight that she had witnessed. Karen was located... only her lower body was seen. The sexy high heels and stockings that she had been planning to use to seduce this cute boy in her year... only for shit to hit the fan in the worst possible way.

Her legs were doused in blood, her upper body seemingly sliced in half. So distraught and horrified by the scene before her, Susan turned to the other side and puked, her burning lungs doing their best to empty themselves completely.

Why, God?! she angrily thought, tears blurring her vision. Why is this happening?! What the fuck kind of miracle - what act of divinity - is this?! Why are you punishing us for all of this?!

The funny thing was that she was wrong about her thought process... yet so horribly correct in it.

More and more students ran from their bus and joined the masses of people running for their lives. Their momentum was halted when an explosion that was closer to their location ignited.

Each meteor consumed miles of land and huge chunks of land were thrown into the sky by the powerful explosions. People clutched their loved ones as they watched the raging disasters continue.

Up in the sky, the superhero Adamantine flew and swerved through each meteor, doing his best to save more and more innocent civilians. However, he seemed to be failing upon each death. He grit his teeth, hearing the cries of sorrow and agony wail through the air.

"What could've done this?" he muttered to himself, his question too silent for even himself to properly hear. He snarled, eyes darting narrowly across each space. "Got to save as much people as I can! Maybe I can call the Avengers! Or the F-Fantastic Four! O-Or even the Defend-"

Sadly, his sentence was never finished. A meteorite struck his flying form, destroying and killing him both upon contact, and when both him and it hit the ground, exploding and causing even more death and destruction.

XXX

(Above Earth)

Leo panted harshly, his rage dying down as the destruction he had caused had cooled his wrath. Somewhat.

The mutant felt like offering a big 'fuck you' to the One-Above-All, as if to mock him for ever thinking that he would change his ways just because he was spoken to like a child. However, he didn't find any need for that. He had better things to do.

Closing his eyes, he mentally connected with Jean, Rogue, Wanda and Carol. Girls. I have a task for each of you to carry out.

Of course. What do you have planned?/Anything for you, master./What is it?/By your will, master, came the responses from each girl.

"Carol, you go take on the Avengers. Kill or maim several of its members, but not all of them. Strike swiftly and ruthlessly. I don't want any of them gaining the little hope that's forming in their gut as we speak. Rogue, absorb some of Carol's power, so that you and Jean can confront the X-men. Wanda, with your new practice, I want you to take out most of the Brotherhood." A cold grin appeared on his face. "And - just so you know - Xavier and Magneto can be offed as well."

Leo could almost feel the cold grin that had appeared on Jean's and Wanda's face. Thank you oh so very much, Jean purred darkly, while Wanda grinned at the idea of getting back at her father.

Nodding, Leo dismissed his motion as he flew down back towards Earth, re-entering the atmosphere not affecting him in the slightest. "You have your orders. Go."

With the confirmation that he had received, he grinned as he set about his own task. See, God? Nothing you say or do will stop me from completing my goal.

XXX

(Manhattan, Semi-Constructed Avengers Tower)

"Alright, team! Listen up!" Captain America announced to those available; that being Iron-Man, Hulk, Ant-Man, the Wasp and Thor. Along with some recent but well-received additions; Iron Fist, Hawkeye, Black Widow, Wolverine, Daredevil, Black Panther, Sam Wilson, She-Hulk, Luke Cage and Jessica Jones. "Thank you for all assembling. We need to regroup and come back stronger from Manhattan's destruction."

Wolverine leaned back into his recliner, a dark look on his face as he guzzled his beer. "I'm on board with this meeting, Cap, but there ain't no need to beat about the bush. We all know - or at least I do - that the psychopath kid known as Leo Sebastian did all of this."

"Is there anything you know about him?" Iron-Man queried, a hard look in his eyes. Those who knew him were somewhat shocked, having expected some sort of sarcastic quip or snappy comment. "Any and all strengths and powers? Any weaknesses?"

"If I knew any of that, he'd be dead, tin-man," the mutant responded, leaning forward. "I don't know anything about him, other than the fact that he's telepathic, telekinetic, super strong, super fast, and is arguably more durable than our fellow Greenies and our resident god."

"Well, you don't know enough!" Stark suddenly exclaimed, slamming his fist on the ground, startling a few of the Avengers. "We need more information, and frankly you and Xavier aren't doing enough if you can't even keep track of members of your special little group!"

Wolverine was out of his seat and in front of Stark so quickly that those with limited reflexes were stunned. Stark seemed wide-eyed, before he got control of himself.

"At least my group didn't get their ass handed to them by one kid," Wolverine growled out, looking like he was seconds away from popping his claws.

Infuriated, Stark made to hit the mutant, only for his hand to be grasped by Captain America. "Enough!" he called out, calming the two. "We're not meant to fight between one another!"

Scoffing, Wolverine got back to his seat, while Stark stepped back slightly.

"We need to remain calm. Fighting amongst ourselves will do no good," Iron Fist cautioned.

"Really don't need any of your kung-fu bullshit, Iron Fist," Wolverine grumbled.

Iron Fist sighed while Black Widow stepped forward with a small amount of files. "S.H.I.E.L.D. barely has any files following each disaster he follows. No facial recognition, no passport, no criminal records, not even any related family members. For all we know, we're just pulling all of this information out of our asses."

"And the troubling bit is that we don't know this kid's full capabilities," Hawkeye informed, rubbing his temples. "Or any of his plans."

Hulk scoffed. "All he seems to do is just destroy. No real plans behind any of that."

"It's unlikely that that's the case, Hulk," Black Panther inputted, pacing slightly. "From Wolverine's interactions and observations, Leonardo seems the type to always have an agenda. Even veiled under all this destruction, there has to be a method rather than just senseless chaos."

"Sometimes, there isn't always a need," Luke informed knowingly. He was about to continue, only to pause as there was some shaking going throughout the building. Immediately, everyone got into a ready stance.

"Uh, Stark? Did you add another crazy invention to this place while you were rebuilding it?" Hawkeye questioned, fishing out an explosive arrow from his quiver.

"No," the man responded, his suit trying to scan for any irregularities. "JARVIS, scan for any-"

He was interrupted by a flash of fire appearing in everyone's vision, barrelling into him and knocking him unconscious swiftly. Once the figure stopped moving, they could see who it really was.

"Carol?!" Captain America questioned, confused.

Indeed, Carol was the one who flew in, in her Binary Form, no less. Her glowing eyes narrowed upon seeing the group of Avengers, before a cold smile appeared on her face.

"Yo, space-girl! What the hell is your problem?!" Wolverine questioned, claws still out. Sniffing to check if this was possibly a fake Carol, his eyes narrowed upon noticing two things. One; it was the real deal, and two...

"You have that bastard's scent on you!" he growled, getting others to look at him. "Why the fuck have you been frolicking with him?!"

"Don't you dare insult my master!" Carol yelled, angered. She blasted him with a powerful light beam that threw him back painfully, his body slamming into the wall.

"Master? She must be under some kind of mind control!" She-Hulk noted, leaping towards the floating woman and tackling her to the ground. Growling, she lifted her up, wincing a bit as Carol superheated her body to extraordinary levels. "Dammit, girl! Stop it, or I'll put you down for good!"

A kick to the gut was her answer, getting She-Hulk to grunt as she was sent skidding back. A volley of energy blasts followed up soon after, getting the gamma heroine to cross her arms and take the onslaught.

Leaping up into the air, Hawkeye fired several arrows from his bow with terrifying accuracy, each one detonating, freezing, trapping and burning Carol... only for each effect to fail miserably. Snarling, Carol used one hand to swipe at Hawkeye, producing a fast energy wave.

Having no time to properly react, and with the others either still shocked or too slow, Hawkeye was promptly bisected in half by the attack, his wounds cauterising immediately upon him coming into contact with the wave. His two body parts fell to the ground, his life taken too quickly for everyone's liking.

"Clint!" Black Widow yelled in slight shock, seeing her comrade die in a brutal manner. Snarling, the spy shot several taser blasts that didn't affect Carol.

Thor struck with his lightning, halting her onslaught as she grunted, absorbing the energy. "We need to find a way to restrain her!" the Odinson exclaimed. "She is under the influence of Leonardo!"

"Easier said than done!" Hulk bellowed, roaring as he leaped toward her. However, instead of being caught in another tackle, Carol flew to Hulk and - using the added energy from Thor's hammer - uppercutted him into the air, making him break through the newly constructed ceiling. She made to follow, but was smashed in the back by Thor's Mjolnir, sending the Kree-hybrid straight into the waiting arms of She-Hulk.

"I didn't really want to do this," she mumbled, before quickly suplexing Carol into the ground, along with grabbing her leg and throwing her into the air. Just as Thor was about to smack her away, she flipped suddenly. Yanking Thor's long hair, she swung him around in a circle before tossing him to the rest of the oncoming Avengers, knocking them to the back.

A roar from the side came, with Wolverine leaping through the air and slashing at Carol, only to halt. While his momentum gave him the advantage, Carol was too strong for that kind of force.

Snarling, Carol started to punch the mutant in the gut, gaining more and more altitude as the two kept rising, before a mean uppercut sent him farther into the air, almost breaking the atmosphere. Her hands glowing with energy, Carol slammed them into the ground, knocking down all but the strongest of the Avengers to the ground.

Thor flew up, storms gathering in the sky due to his control. "Carol! What hold does that murderer have on you?! Allow us to help you!"

Instead of answering, Carol smirked as she charged again.

XXX

(Bayville, New York - Xavier Institute for Gifted Children)

Jean and Rogue floated in the air, looking down at the institute. Memories ran through their minds; happy ones, filled with laughter and teamwork and happiness. But they were now tainted. Not just because of Leo's influence, but due to secrets and lack of effort.

For Jean, it was because of Xavier's messing with her mind, mentally sealing away the Phoenix and doubly sealing away many of her emotions. Her anger, her passion, her will, everything that made her her. The dreams that she had had of her friend Annie dying before being discovered by Xavier... tampered with.

She discovered the truth from the Phoenix (when the two occasionally talked); she had telepathically linked her mind to the mind of her friend in an attempt to keep her soul from moving to the afterlife. In doing so, her mind had been dragged to Death's realm. To counter this, the Phoenix joined its power to her mind and broke that connection, forging another connection with Jean. However, because of Xavier's meddling that had occurred before the connection was properly removed, his blocks weakened her, both power-wise and emotionally.

For Rogue, it was exhaustion. Exhaustion from listen to the sweet lies that Xavier rattled off; of humans and mutants living in coexistence, of finding a way to cure her powers, how her powers should be used for the benefit of mankind, and not for herself.

With Leo, however, she was more free. Her powers were in control, she had someone to guide her on them, and someone who had their own goal, and the will and power to actually go through with it.

"You looking forward to this as much as I am?" Rogue asked, looking to Jean.

The redhead smiled, her green eyes giving off slight flames. "Oh, yeah."

With power surrounding her form, she flew down to the Institute and slammed into the front, the shockwave produced from the action knocking away a large portion of the building. It didn't take long for the assembled mutants to arrive outside, and they were completely shocked at seeing who was there.

"Jean?!" Scott exclaimed, looking confused but glad to see her.

"Yes, it's me," she responded with a smile, though she didn't look particularly happy. She didn't even stare at the others as they gawked at her and her new outfit, she continued to look at Xavier. "Hello, Xavier. You thought you could cage us?"

Jean's voice changed near the end of her 'greeting' becoming more regal than even Ororo's, and powerful like Leonardo's. The wheelchair-bound man stiffened, a knowing look on his face while his students were confused.

"Am I speaking to... whatever it is you are, or am I speaking to Jean Grey?" he questioned cautiously.

"It's Phoenix, and we are but one in the same, Charles Xavier! No thanks to you!"

If the fury and raw power from the redhead wasn't enough to have everyone shaking, they were especially shaky upon seeing Rogue crash into the ground, right next to her partner.

"Rogue?!" came the surprised voices from all the X-men. She didn't acknowledge them, however, focusing on Jean speaking.

"Look, you're going to hurt Jean! Her mind is already altered by you and-" Xavier started to say, only to be cocooned in a shell of telekinetic power. His wheelchair was crushed as he stood up straight, unable to even pry open his mouth to cry out in agony.

"Professor!" Scott and the others shouted. The glasses-wearing mutant turned to look at the redhead. "Jean, stop this! This isn't you!"

"Oh, do hush, child. Didn't Xavier teach you any manners?" A cruel smirk appeared on her face. "Well, it's not like he would do so. He'd probably treat you like his little pet."

"Jean..." came Ororo's voice as she stepped forward tentatively, her powers ready to go off at a moment's notice. "Please, stop this. This can all be averted if you just listen to us."

"Ororo..." A soft look appeared on Jean's face, before she turned it back to her furious one. "I don't want to hurt you. Any of you... but if you continue to stand in my way, I will not shed a tear for you when I act."

"And what is this... 'act'?" Kitty questioned, her body shivering uncontrollably.

Instead of answering, Jean crooked her finger towards Xavier, causing the man to move towards her with his feet. His grunts and cries went ignored by Jean and Rogue, but the others were appalled.

"Jean, stop this!" Ororo exclaimed, only to seize up as Jean held them in place with the strength of her mind. She watched with a sadistic glee as the man's weakened legs were forced to move, every crack, snap & brittle pop added more and more happiness to her newly dark heart.

"Jean, please!" Xavier pleaded, his face twisting in agony as slight tears appeared in his eyes from the immense pain.

She smiled coldly. "I trusted you..." Her voice got lower in intensity, as if the normal voice depicted Jean's control. "I believed in you. In your little dream, in your goals, in your methods... but, after this? After what you've done to me? After taking a good, long look at you and the others... I find myself relieved. Relieved that me and Rogue were the ones able to see past your bullshit. And hopefully, the others will as well?"

"And... could it be that... Leonardo Sebastian is the one... to c-convince... you that... I am in the wrong?" Xavier grunted out, the strain of having to speak too much for him.

"Ding, ding! We have a winner!" Rogue muttered sarcastically.

"He... is... deceiving you... he does... not care... about you. He will... destroy all who he sees... and leave you stranded," he warned desperately.

The smile now gone from the girls' faces, Jean stared into his eyes. "You know, being a powerful telepath, you've never really experienced any superior in the mental arts. How about I change that?"

Gripping his head, Jean ran images and thoughts through his head at an insane pace; her sadness and anger at the lack of trust she now had in him, the eternal fury of the Phoenix, the truths that she had uncovered, the pain that he had experienced with his own life, his lack of success, his failings at trying to keep his family and former friend Magneto from his own grasp, the numerous amounts of deaths that he could have prevented had he not simply acted, the hatred, rapes, murders and tortures that had occurred if only he could stop them...

Blood gushing from his nose and eyeballs, he cried out in pain and agony, each stab of mental pain worse than the last. He collapsed like a puppet cut from its strings, body loose like his bones were pulled from his body.

Raising her hand, she lifted up his body to face his students, shame and pain now covering his face. She turned to Rogue. "Want to actually commit to your role and do something?"

"Oh, fuck you, Miss All-Powerful Chicken Lady," she grumbled, staring at the group as she cracked her knuckles, preparing to fight her now unbound former friends.

XXX

(Newly Abandoned Warehouse)

Magneto considered himself a patient man. He had plans, and he had plans within those plans, and he had backup plans, and backup plans within those backup plans. With years to hone his abilities and temper to become the man that he was today.

And yet, he felt that all those years of planning and honing his skills meant nothing when he had to deal with that fucking brat!

How dare Leonardo treat him like a petulant child! He was Magneto! The Master of Magnetism! The one who would lead mutants to their rightful places as rulers of this world! No child - no matter how powerful - would dare try and attack and humiliate him like that!

He slammed his left arm on the wall near him, frightening different mutants as he seethed to himself, taking in deep breaths. His right arm had been replaced by a metallic one, complimenting his mutant powers and allowing him to manipulate it even further with different kinds of functions.

Closing his eyes, he opened them again. He needed to calm down. Leonardo wasn't here - thankfully, he had no desire to meet him again - but that was dangerous. He was unpredictable. One moment, he could be slaughtering millions, the next he could be foiling his plans by continuing to meet with and exploiting Xavier's own little bunch.

Not to mention that Mystique was missing, which was a worrying concern. He had tried checking if Irene knew where she was - and possibly threaten her to tell her where the shapeshifting mutant was - but her whereabouts were unknown. Tracking her didn't work, and any people who did possibly know where she could be - few as they may be - did not know.

He rubbed his eyes, a migraine already coming forth. He needed to contact another instructor to teach his Brotherhood of mutants. Moreover, he needed more recruits. As tolerable and as competent as his group was, it never hurt anyone for him to recruit more.

If only Wanda had been able to control her powers, he thought to himself, regretting not birthing a more capable daughter. She'd be perfect for my plans.

Luckily, his hopes were answered... in the most ironic way possible.

The ceiling of his base exploded in a shower of debris and rubble. The sheer speed and randomness of the attack caught many of the mutants off-guard. Allowing for most of them to be hit with different spells of varying kinds. While it looked like fancy words and tricks of light to the others, Magneto had been around long enough to know and recognise the signs of magic.

He frowned, his powers acting and saving those who he could see. The only magic users who came to mind would be Steven Strange, but he had no business with the Sorcerer Supreme, and he had no business in his own affairs. So who was this sorcerer?

He saw Blob, Pietro, Fred and Forge had survived the initial onslaught, but everyone else was surprisingly knocked unconscious or incapacitated. He saw that the smoke was slowly clearing away, a scarlet light piercing through the screen of rubble.

"Who dares attack my base?!" Magneto roared, the metal around him corresponding to his rage and attacking the intruder. The figure, however, raised an arm, scarlet light flowing from her hand and dispersing, destroying or... changing the metal to a different state altogether? Magneto grew more and more confused, because that source of power was very familiar.

"Hello, Father," a familiar voice called out, causing Magneto's eyes to widen. The smoke cleared to reveal Wanda floating in the air. She looked very different than what her father and brother had seen. She wore a maroon leather jacket, a Limp Bizkit crop-top, and black jeans that seemed tight on her legs. Her brown hair floated behind her as she glared at her father. "Did you miss me?"

Magneto would deny this to his last day on Earth, but a shiver of fear ran down his spine upon seeing his daughter in front of him.

"Wanda?" her brother questioned, the dangerous air not seeming to register within him. His face lit up. "I-I'm so glad to see you! Where have you been?! I-" He likely would've said more, but a hex bolt from his sister smashed into his front, sending him flying as he collided with the opposite wall, knocked unconscious immediately.

"I'm going to be having words with my dear brother later. But for now..." Wanda spoke, acting as if she didn't just knock her brother unconscious ,"... you and I have some business to attend to."

"Uh, who's the crazy chick?" Blob questioned, only for him to flinch as Wanda glared at him menacingly.

Magneto, who previously couldn't find it within himself to speak, found his courage. "That is my daughter. I-"

"Abandoned me," Wanda finished, smiling coldly. Everyone was unnerved by her calm tone. "Locked me away. Treated me like trash because I couldn't control my powers like my oh so perfect brother."

"I did not want to that, Wanda," Magneto quickly deflected, hope blooming in his chest. Perhaps if he could convince her with words, drag her to his side... yes, yes that could work! All he needed to do was play his cards right. "You're my daughter, and I'm sorry. I regret what I did, truly. It haunted me every day just to even think about it," he apologized. In actuality, he did regret his actions, though not for the reasons one might assume.

"Really?" Wanda asked, raising her eyebrows. She lowered herself to the ground, making the others step back far, far away from her. Raising her hands, she trapped him in her powers. "Let's see what you really think, shall we?"

Using her magic, she attempted to read his mind. Her first attempt to enter his mind was blocked by his helmet, something that was quickly dealt with as she telekinetically ripped it off of his head. Entering it again, her face grew darker and darker.

"Even though I could tell," Wanda muttered, pure anger appearing on her face, "it doesn't change the fact that YOU ABANDONED ME!" She roared in rage, causing him pain as the energy field he was trapped in started to crush him.

"You left me no choice Wanda! You could not control your anger!" Magneto rasped out in an attempt to defend himself.

But all that did was anger her further. "You want me angry?! I'll give you angry!" Using one of her hex bolts, she started to burn his skin off slowly. Magneto screamed in pain as his skin was being torn off slowly, blood, skin and flesh slowly peeling itself off.

"W-Wanda, please! I'm sorry!" Magneto cried out, pain creeping into his tone. All of his arrogance and power had left him in the face of his daughter. "I-"

"Shut up," she whispered, swiping with her hand. The left side of Magneto's face was attacked by a whip of chaos energy, causing him to cry out. The contact destroyed his skin, his vision immediately halved as his eye burst open in a shower of blood, the liquid falling down the side of his face.

Smirking cruelly, Wanda used her magic to conjure a crucifix behind Magneto as she nailed him to it. The others watched in horror, too stunned and too horrified to interfere. Waving her hand, she kept on firing bolts after bolts of hexes towards the prone mutant, the man crying out in pain upon each attack.

Blood flew and flesh collapsed as Magneto's body broke down more and more. Tears fell from Wanda's face as she used the pain and hatred she felt for him to kill him slowly.

"Don't you dare cry and beg me for forgiveness!" she screeched, her father now nothing more than a near-dead corpse. "How many times did I beg you to come for me every time I was locked away, only to be slapped in the face by reality?! How many years did I spend, alone because of you!"

"I... I didn't want you... to lose control... of yourself," Magneto rasped, blood falling from his lips as he did his best to cling to life stubbornly, although it was no use.

"Control..." Wanda laughed, the sound cold and sardonic. "I manipulate chaos. Control? Order?" A final hex bolt was flung from her hand towards her father, ending his life and obliterating his body. "That's overrated."

The mutant girl panted harshly, staring at the destroyed space in front of her. Glaring suddenly at the surrounding mutants, she growled. "Leave!"

Tripping over themselves - some even crying in fear - they quickly left, ignoring the unconscious mutants before them,

Panting and breathing heavily, she fell to her knees and held her hands to her face, crying softly. Tears of anger, of relief, of pain, of loss fell from her eyes as she sobbed, too emotional to express fully what she felt.

XXX

Wolverine fell to the ground, his body healing to accommodate the pain he was feeling. He grunted, looking to his fallen allies. Black Panther, Iron Fist, Black Widow, Luke and Jessica were unconscious, with Black Panther being launched into fucking space, of all places.

Hulk was still kicking, though. Him, Thor She-Hulk, and Ant-Man were the only ones still kicking. The mutant grit his teeth as he recalled Sam, Daredevil and Janet dying swiftly and brutally by Carol's hands, in addition to Hawkeye.

Frankly, he didn't care that Carol was being mind-controlled, he was very tempted to murder her. He growled, doing his best to stand up.

"Fucking hate mind-control," he muttered, knowing how much trouble it had caused him. Claws out, he dashed towards the airborne woman, who was contending with the team's heavy hitters. He grunted as he joined in, each blast burning or cutting into him, but he kept fighting, his anger giving him the fuel he needed to allow his body to continue fighting.

Carol kept on getting knocked back by both Hulks while Thor kept on going, their stamina and durability an annoyance. Roaring, she absorbed enough energy from Thor and blasted him into the air, only to get interrupted by the Hulks colliding into her, pinning her down and allowing Thor and Wolverine to attack her while down.

"Friend Carol, I am sorry, but I hope you stay down," Thor replied as he kept striking with Mjolnir, hoping to knock her unconscious.

Grunting, Carol flared her energy, producing a wave that knocked them back and allowed her to rise into the air again. She made to attack, only to pause as she received a telepathic response from Leo. Carol, that's enough. You've done good. Retreat for now.

But I-

Now.

Sighing, Carol glared as she flew higher, flying away.

"... I-Is she running away?" She-Hulk questioned, confused and angered.

"Not for long!" Thor exclaimed, flying after her.

Looking back and growling at Thor trying to follow her, she gathered her energy into one, single blast. Pouring most of her power into this, she sent a massive blast of energy right to where the Avengers were gathered.

Shocked, Thor quickly swerved back, hoping to contain the blast and stop it from the destroying the building. Appearing in front of it, Thor grunted as he tried to hold the beam back, his hammer at the forefront as he tried to use his godly strength and anger to contain it. Roaring, Thor allowed for the sky to rumble as he summoned the oncoming storm, Mjolnir being the focal point.

Once the lightning struck Mjolnir, Thor had enough strength to bat the blast away towards the sky, grunting heavily as he did so. He looked to the sky, seeing Carol vanish.

XXX

Are you all finished yet?

"Yeah," Rogue answered, all the members of the X-men unconscious with the exception of Scott. Unfortunately, he had been adamant that Jean was unchanged, and was being controlled by the 'freak', the Phoenix.

After laughing at how pathetic he was, and how she wouldn't touch him if he were the last man on the planet, she burnt him to a crisp. Quite frankly, Rogue tried to find it within herself to feel pity for Scott, but was coming up short.

"Don't worry. We'll be with you shortly," Jean replied, telekinetically dragging the vegetable that was Xavier through the ground, making sure to slam his head against the ground a few times.

Good. Meet back at our hideout. I'll get Wanda and we will rendezvous with each other. Afterwards, I have some business to attend to.

"Roger that," the two girls responded.

XXX

(Unknown Lair)

Mystique's eyes popped open, immediately doing her best to crane her head to look at where she was, only for her to feel that her neck was restricted. A quick check of her limbs confirmed the same thing. She was lying down on a hard surface, forced to look up at the ceiling.

She squinted her eyes, struggling to remember the reason why she was kidnapped. Why she was trapped.

"I see that you're awake."

Ah. That was the reason. Her eyes narrowed in fury at seeing Leonardo Sebastian stand over her, an amused smirk on his face.

"You!" she yelled, thrashing like an animal, gnashing her teeth to hope to sink them into his flesh. Eventually, she did try to shapeshift into another smaller, more nimble form, but suddenly, machines that Mystique didn't know where there lit up, allowing for energy waves to wash over the two of them. Mystique's eyes widened as her body spasmed like she was being shocked by lightning, before she went back to her normal form.

"W-What?" she questioned, shocked. "W-What did you do to me?!"

"A little invention that I created," Leo sighed, looking like he truly regretted his words. "This was simply a test, to prove that I could do it. I guess you could say that it was a skill that fuelled my ego, but it is something I now regret making. No mutant should have their powers dampened, making them weak like normal humans. Unfortunately, disobedience is something that I usually don't tolerate. But don't worry, I can make an exception for you."

"You sick, twisted motherfucker!" Mystique roared, tears of anger, sadness and pain falling from her eyes. "You take the one thing - the one thing - I loved from this cruel, diseased world! How dare you?!"

"I simply killed Irene out of retaliation," Leo calmly countered. "You tried to control and manipulate me. Being the puppet master is my job, after all."

"So you killed my lover because of something I hadn't done yet?!" Mystique howled and fought against her restraints. "What kind of messed up logic is that?!"

"I'd rather take precautions now, so I can use the incidents for my benefit. But don't worry," Leo soothed, running his hand across her face. He chuckled when Mystique tried to bite his fingers. "I can revive Irene whenever I want. I can join the two of you together. But she isn't the topic of discussion today."

"And what would that be?" she snarled.

"I want you to join me," he offered, making her pause out of sheer shock. He continued. "It's no secret that you and I fight for the same thing; promoting and preaching mutant rights while disdaining and even killing humanity for their crimes against our people. I can admire your passion and drive, limited as you are, contending with those stronger than you with nothing but wit, skill and cunning."

"You know, I'd be flattered if you weren't a mass murderer and a psychopath!" she screeched near the end, wishing and praying to any god that he'd die.

"And yet, you followed Magneto after he has killed his own fair share of humans," Leo countered, a raised eyebrow. "He has threatened you, blackmailed you with Irene, and forces you to listen to him without question, something you did for years. You yourself have killed numerous amounts of people in your long life. The body count doesn't quite go up as high as mine, but it's still there. What makes him and you so different from me?"

Mystique made to answer, but she couldn't. Truth be told, she couldn't. Calling him a psychopath didn't mean much. She and Magneto had killed their fair share, in the defence and justification of preserving mutant rights.

"Exactly. Just because I killed Irene - something that could be rectified with a simple snap of my fingers - you think that you were different than me?" He sighed. "You know, I can forgive you for trying to spy on me. Bring Emma to me was a gift. Besides, you were merely being your cunning self. I can't fault you for that. Swear loyalty to me, and I promise you, I will resurrect Irene, and put you as my one of my finest associates."

"And you think I would trust your word?" Mystique questioned in disgust.

Leo shrugged. "I am considered many things; a god, a demon, a monster, perfection incarnate. But I am not a liar. But, if you defy me, Irene will be in limbo."

Growling to herself, Mystique mulled over her thoughts. Despite their somewhat similar goals, Leo was clearly too insane to trust. Not to mention that Irene's visions of him painted it out that the 'great changes' that he'd brought would bring devastation on a massive scale. She couldn't trust him, especially after he killed Irene. While she wanted her back desperately, he didn't trust him not to perverse her memory like he did upon capturing her.

"I refuse," she said finally, resigning herself to death. At least then, she'd finally meet Irene.

Leo sighed, like he'd expected her to say that. "Why do all of you have to be so difficult?" Walking up to her, he caressed her face, sliding it down her neck slowly and settling on her chest as he unbuttoned her blouse that he'd kidnapped her in, removing each button.

Panicking, Mystique tried to jerk away from him, but it was no use. "Let me go, you sick fuck!"

Ignoring her as he grinned down at her, he removed her shirt, staring at her black bra that held her blue breasts. "So, you can shapeshift into anyone and anything you want, hmm?" Despite himself, a perverse grin started to grow on his face. "I guess I will enjoy myself."

*LEMON WARNING*

Disabling the energy waves that were being produced from his machines, Leo ripped open her bra, revealing her blue breasts. He cupped one in his hand, squeezing the pliable flesh firmly and getting a small grunt from the female mutant.

"So, do you want to make this easier for the both of us, or do you want to resist me? The latter will just make me punishing you even more painful for you." A quick idea came to him, and he smiled as he snapped his fingers, freeing her from his chains. "Actually, on second thought; I have a better idea."

Conjuring a chair, he sat down as he unbuttoned his pants, freeing his massive erection from his pants. "Get on your knees and worship me."

Glaring at him with pure fury, she snarled. "You can't be serious. You think I'm going to get on my knees and allow you to rape me?!"

"Oh, trust me. You'll be begging for it after I'm done with you. But it doesn't change the fact that I can easily make you like it. But I am a generous being-" Mystique scoffed "-and I can allow the choice for my sexual partner to be completely their own. Now..." He pointed to his massive cock, "... get sucking."

Glowering, muttering curses in her head so fast that many across the world would find appalling, she got off the table and - reluctantly - got on her knees, palming his cock in her hands. She leaned forward and engulfed his shaft with her lips.

"Modify your throat. I want to... experience your skills to the fullest," he suggested, enjoying the glare she was giving him. He gave a mocking innocent smile. "Pretty please?"

Making her throat a bit narrower and her tongue to be more longer, she deep-throated him, making him moan slightly. She slid her hands to his balls, grabbing them slightly and gripping them periodically. Slowly at first, and then brutally when she got past the ten-inch mark.

"Did you just try to crush my balls?" he asked, getting her to freeze. "Now, now, Mystique. We can't have that, now can we?"

Moving his hand to her flowing red hair, Leo slammed his cock forward, making sure all of his mammoth-like cock was down her throat. Gripping said throat, he thrusted his hips, his powerful movements causing drool to slip from her throat. Leo had a sick grin on his face as he stared at Mystique's own sulphuric yellow.

"Make your mouth smaller," he ordered, getting her to contemplate biting and tearing off his dick. Doing as he instructed, Mystique could feel the difference, her gullet not able to handle Leo's speed or power. Gripping her throat and shoving his balls and cock all at once into her throat, he groaned as he came violently.

A rush of semen flooded her throat, so much that - along with his genitals and the choking - she passed out, blood and semen falling down her throat and even leaking out of her mouth. Leo grunted as he continued to thrust and cum for a few more minutes, before pulling back, letting the blue-skinned mutant fall to her knees in a puddle of semen.

Panting, Leo spread her legs. "I guess rewarding even the ungrateful has benefits." Shoving his fingers gently into her pussy, Leo had electrical energy fire up on the digits, vibrating so much that Mystique moaned painfully but also lustfully, the sensations too much for her. It had been a long time since she had gotten any proper relief, and that was backfiring on her.

Moving his fingers in and out, he slowed his actions, getting another grunt from Mystique. He smiled. "Oh, I'm sorry. Did you want more?"

She couldn't even answer properly as she couldn't properly swallow all of his cum. Chuckling, Leo continued his actions, only to stop and pull back. She bucked her hips, but he placed his hands on them, caressing his thumbs on them.

"Ah ah ah, you have to beg for me to continue." Glaring, she stubborn defied him, turning her head to the other side. Shrugging, Leo continued his actions. His thumb scraped across her clitoris, sending bolts of pleasure through her body, only for him to stop and keep adding to her frustration. This kept on going for a few minutes, her resistance chipped at constantly.

Smirking at the fact that he knew she was near her limit, Leo placed his cock near the entrance of her pussy, teasing it bit by bit. For the coup de grâce, he sent mental probes to her addled mind, images of him fucking her into a coma, of him having her fucked in the ass, of him fucking her and his other girls. Technically, he wasn't controlling her, just giving her images of things that she clearly wanted.

Moans ran from her throat, trying to shove his cock deep into her, only for him to pause and pull back, causing her to scream in frustration. "Oh, I'm sorry. I didn't quite hear the proper magic words."

"Please," Mystique begged through her swallowing cum. "Fuck me! Make me scream! Make me feel alive again!"

"Will you submit to me, and me alone?" Leo questioned, an intense look in his eyes.

"Y-Yes! For God's sake, ye- EEESSS!" The last part of her speech was caused by him ramming his cock into her roughly, causing her to explode right then and there. Cum squirted out of her body, making excellent lubricant for him to fuck her thoroughly.

The tight passage was both painful and pleasurable to his cock, and he was fine with that. He grabbed her soft ass with his right hand as he lifted her up, ramming deep into her pussy and hitting her womb. Crying out in ecstasy, the blue-skinned mutant tried to keep up, but the poor woman was no much for his godly stamina.

His other hand gripped her thigh, animalistic grunts escaped his mouth as he fucked her thoroughly, each thrust causing stars to appear in her vision. Her breasts bounced as Leo mentally commanded her to expand her cup size. Too mentally-fucked to respond verbally, Mystique followed his orders. Her breasts swelled, going from a midway D-cup to a high E-cup. His teeth bit her left nipple as he fucked her thoroughly.

"Fuck me like you mean it! Give it to me, you son of a bitch! AH!" she cried out, tears of pleasure running down her face.

Thrust after thrust soon followed, his grunts becoming more pronounced and more powerful as he slammed against the end of her womb, sighing. "Here... it... comes!" he bellowed, his first shot of cum slamming into her with powerful force, followed by another, and then another. Mystique's belly expanded to accommodate the powerful bursts of cum entering her womb.

Placing her arms against his abs, Mystique had her eyes roll into the back of her head as she passed out, her tongue lolling out of her mouth as Leo continued to cum, expanding her belly only slightly. A pool of cum landed under her firm ass, escaping her tight pussy in a somewhat large puddle. Leo continued to pummel more cum into her system, until his blasts got weaker and weaker.

Sighing, he pulled out with a pop, allowing a rush of cum to fall out onto the floor. He chuckled as Mystique slowly tilted her head up, fear crawling to her face at seeing him still erect.

"Oh, we're not done, my dear," Leo warned, twisting her over and making her land on her stomach, more cum seeping out of her well-fucked pussy. "Now, while I enjoy your blue form, I want us to both have fun. Turn into... Carol."

Without a thought, Mystique's body morphed into that of Carol Danvers, making him smirk. "Make her ass bigger, and give her her old personality. I want to relive old times."

Following his commands, 'Carol's' ass got more bigger and somewhat fatter, as she looked at him with a scowl on her face.

"Don't you dare fuck me there, you sick bastard!" she yelled, really getting into character. "Put that thing near me, and I'll rip it off!"

Chuckling, he gripped her hips. "I highly doubt that." With a shout, he slammed his cock into her ass, getting an extremely loud screech. He grunted, pounding her ridiculously tight ass with fury and gusto.

"And to think, before I met you, you were always a tight-ass!" he laughed, each grunt giving a meaty SMACK to her ass, turning it red with each thrust. "But I bet you enjoy it, don't you?!"

"F-Fuck you! I don't e-enjoy shi-IIT!" 'Carol' screeched again, gripping the floor as he unloaded again, cum filling her ass as he yelled in success and conquest. Cum spilled from her rectum as he dislodged himself, shooting more and more cum on her body.

"H-happy now, you fucking bastard?" 'Carol' growled at him as she glared up at him through the cum coating her face, red marks on her cheeks from staying on the ground for too long.

Chuckling, Leo responded with, "Yeah. That look suits you better. But I'm not done yet."

Groaning at listen to his telepathic command, Mystique shifted form again, having changed to match Wanda's body this time.

Goddammit, she thought to herself in trepidation and excitement.

*END LEMON*

Yes, this was a long time coming. I'm just glad to be back.

Online classes were a bitch to deal. Next time, I ain't gonna jinx myself ever fucking again. You'd think that uni would take the hint, but NOOO!

Anyways, hope you enjoyed the chapter. Although, I do regret killing Magneto (not really anyone else, honestly. Magneto is one of my favourite villains). But realistically, if Wanda had wanted her revenge on her father, she would've gotten it. Leo wouldn't stop her just because Magneto is similar to him in terms of goals (and that he's awesome but still) without looking like a hypocrite.

Anywho, Guest review time:

1.) No DC crossover. Too big, too much time being invested, just... no.

2.) Eventually, he'll be changing, although there will be a big event to cause said change. Realistically, it'd have to be slow, considering Leo's shattered psyche. As for either getting to the O.A.A.'s level and/or surpassing him... maybe. Though it will be a long road ahead.

3.) I'm sorry, but I literally don't understand what you are saying.

4.) I'll consider your words.

5.) English, please.

Alright. I'm glad that's done. Just in time for VE day (those in the UK would know). So, if you do live in the UK, or you know what it stands for, Happy VE Day. My respects to the anniversary and soldiers involved in the event who died.

Thx. Read and Review!