"Come on now. You mean to tell you don't think Thor is fine! That's just crazy," Sersi laughed as she took a bit of her steak into her mouth.

Satana sighed, "He's just too muscular for my tastes. I like a lean and mean man if you catch my drift."

"So does that explain why you've been hounding Gilgamesh so persistently?" Binary asked guzzling down some of her Coke. She was trying her best to stay natural, but she was looking for Proctor to show up at any time.

"Exactly Nicole. Being immortal can make your love life so uninteresting. Going after an almost unattainable prize is such a turn on for me," Satana explained. She got a strange stare from Jennifer Kale was in middle of chewing her spaghetti.

"He's got a pretty nice package too," Callisto chimed in. Everybody at the table almost choked on whatever they were eating or drinking. Not so much because of what Callisto had, but because of the simple fact that Callisto said it. The Morlock had never talked about men around any of the ladies at the table. Jennifer Kale was starting to think she was gay especially once she heard about her relationship with Storm so the comment she had just made was totally unexpected.

"How the heck would you know?" Binary asked curiously. It wasn't like she exactly went around trying to guess how big all the men were in Avengers Mansion, but she had always counted on Gilgamesh as being on the bigger ones.

"It's kinda embarrassing, but I happened to walk by his room when I was trying to find something to wear for this little get together. It turns out he likes to sleep naked, but let's just say his covers weren't covering all the essentials," Callisto giggled. All the woman began to join in until the giggle became a roaring laughter.

"Well, at least you know chasing him is worth it Satana. Kinda makes me wonder about Thor though. You know how all the statues of those mythical figures weren't well endowed? I wonder if the same applies to our good leader," Binary said taking a bite out of her garlic toast.

"Heck who knows? I say after this we go and ask Jane Foster," Sersi smirked.

Chandilar

"Empress I think it might be time to leave this world and go to a safer one. Forces of opposition rise against you even as we speak!" Ssi-Ra urged to a depressed ruler.

"And all because of Chancellor Dooku," Lilandra sighed. She had no intention of leaving Chandilar. She wasn't going to give in to that mongrel. He wanted her to run.

"My Empress I believe Ssi-Ra may have a point," Gladiator said.

Just then the doors into her throne room were burst open and Chancellor Dooku entered with a dozen Imperial Sentries at his back. "Empress Lilandra surrender to the forces of the Senate. You're to be put on trial for your years of misconduct!"

"This is madness! I will not allow-"

"Silence Guardsmen! You do not wish to invoke the wrath of the Senate upon yourself as well," Chancellor Dooku exclaimed. Gladiator was about to pounce on the wicked politician until Lilandra held up her hand.

"No violence today. I will submit to your tribunal Dooku," Lilandra said rising from her throne. She walked down a few steps and allowed the Imperial Sentries to put her under arrest.

"I cannot allow this," Gladiator grunted more angry with himself than he had ever been before. He knew he would get in touch with to help him. "Deathbird will resolve this issue quickly. I know she'll help."

New York

"Talk about crazy! Sounds like you had quit e the time with Dane," Kale said to Sersi as all the women walked out of the restaurant.

"Tell me about. He was fun though. I enjoyed his company a lot. But enough about him. Where do you gals want to go next?" Sersi asked with a smile. Turning around she saw the horrified looks on Kale and Satana's faces. Quickly looking ahead Sersi was hit with a green energy blast right in the face. The Eternal flew into a nearby car.

Four more blasts came just as quickly and took out Kale, Scarlet Witch, Satana, and Callisto. Binary knew exactly who their assailant was. He descended down from the skyline of New York City with a devilish grin all over his face. It was the man she had only seen an hour and a half ago.

"You must be incredibly bold child to go out and have yourself a good time when you knew I was around. Either that or incredibly stupid. I prefer to think it's the former though. I can't fight stupid opponents. It'd be no fun then."

"Hello Proctor. And trust me. I came prepared for you," Binary smiled as she changed into her fiery form and flew up straight at the alternate reality Dane Whitman. Instead of hitting him though she ran into a force field that knocked her clear out of the sky.

"Prepared indeed," Proctor snickered as he saw the body of Nicole Ridley falling out of the sky. As he continued his descent down he suddenly felt a sharp pain in his back and seconds later he realized he was flying through the air. He collided straight with a light post. After he hit the ground he looked back to see what had hit him and saw the Thunder God with his hammer in tow. That's what the girl had meant by prepared. She had Thor waiting in wing the whole time.

"Surrender foul cretin! Unless thou wishes to test the mettle of Thor!" the leader of the Avengers shouted as the sky grew a lot blacker and lightning strikes could be seen from afar.

"I have no need to test your mettle Thunder God. I already have what I've come for," Proctor laughed as Thor turned around to see that Sersi was gone.

"Don't be surprised Thor. I'm just that good. If you want her back though come to Chandilar. I'm sure you'll find a way for you and your fellow Avengers to get there," Proctor laughed as he vanished in a flash of yellow light.

Avengers Mansion (One hour later)

"So you guys knew that Proctor was going to come after Sersi and you didn't tell us?!" Satana asked extremely angered. She didn't so much care about Sersi as she did about the fact that she was humiliated greatly at having been taken out with one shot.

"Look that doesn't matter. We've got to go back to Chandilar and rescue her," Binary said trying to keep everyone focused and stop conflict from ensuing.

"Do we really all need to go? I mean a few of us with the help of the Imperial Guard should be enough to handle Proctor. And if in case you guys didn't notice about 12 million people suddenly disappeared off the planet a couple of days ago without a trace. And they were all taking that new cancer-curing drug. Shouldn't that be something we look in to," Hyperion said. He had been keeping with all the current news of the day and that was one of the bigger headlines.

At that moment Exodus walked into the room holding Crystal in his arms. Gilgamesh leaped up from his seat and asked, "What the hell happened Exodus?"

"We were attacked. By who I don't know," Exodus said lying Crystal down on one of the couches.

"Probably Proctor. You wouldn't mind sticking around to help us out on this would you Exodus?" Binary asked.

"Not all Nicole. I'm sure Crystal will be fine, but I'd still like to find out who attacked us," Exodus said leaning down to hold Crystals' hand.

"We go to Chandilar. All of us! Proctor shalt be stopped and stopped now!" Thor yelled as he began to swing his hammer in the living room enveloping everyone in it in a dimensional vortex.

Jarvis walked out of kitchen seeing the injured Crystal lying on the couch. "Oh dear. I'll go and get some first aid kits."

Chandilar

"Wake up my dear," Proctor said as he splashed a bucket of water in Sersi's face. The Eternal woman stirred and came to.

"What? Where?" Sersi asked bewildered, but then she saw Proctor's face. "Oh no. Not you again."

"I'm hurt! What a way to greet an old friend. And I have so much to show you," Proctor smiled.

Sersi returned the smile with a scowl full of hatred. Turning her ahead away from the sight of his face she asked, "What do you want Proctor? Just kill me and get it over with."

"Come now Sersi. I've never been that simple. I want you to see something," Proctor said as he grabbed Sersi by her hair and pulled her up to the window he was looking out of. The Eternal was defenseless against him. The energy coils he had wrapped around her wrists and legs had shut off her powers. Looking out of the window Sersi saw an alien world of twisted architecture and strangely below was a multitude of ordinary looking people. Some could have been people she had passed by on the street in New York.

"What is this? Don't play games with me," Sersi exclaimed in an almost pleading voice.

Proctor threw Sersi to the ground and got face to face with her, "This is my ultimate plan woman. See right now we're on the Shi'ar homeworld of Chandilar. All those people you saw people are my army. They were all taking the new miracle cancer-drug I helped the country of Cuba to develop. See the drug cures cancer all right, but it also activates the x-factor gene and makes these people my slaves. An army of 12 million, though what you below was only a couple of thousand. The rest of my forces are placed all over the Shi'ar Empire. In a matter of days the whole of the Shi'ar Empire will belong to me. And you shall be my queen."

Totally ignoring his last comment Sersi inquired, "Do you really think Lilandra will let you get away with this?"

"It doesn't really matter what she thinks. Right now she's about to be placed on a tribunal all because of my agent Chancellor Dooku. I've been engineering the breakdown of the Shi'ar Empire and of Lilandra for months now. And of course add in other events I had nothing to do with such as Onslaught returning, the M'Krann Crystal being stolen, and Count Abyss attacking. Well, you have a pretty broken Empress," Proctor laughed.

"Now it's time for you to be broken!" Deathbird yelled as she stood in the doorway and shot Proctor in the shoulder. He went out flying out of the window. Deathbird ran up to Sersi and blasted off the coils restricting her powers.

"How did you know to find me?" Sersi asked as she rubbed her bruised wrists.

"The Avengers told me."

Sersi's face lit up, "They're here?"

"Right outside actually. Now let's get out there and help them!" Deathbird exclaimed as she grabbed Sersi by the arm and took off down the hall.

Proctor fell out of the window and was caught in mid-air by one of his mutant slaves. He was taken to the ground gently. Proctor immediately sprung from the grasp of his slave and said, "Damn that Deathbird! Where did she come from?"

"That would be us actually," Binary said from above Proctor. Looking up the Sersi obsessed fiend saw that the Avengers had arrived. A smile crept across his face. With a simple point of his finger Proctor's mutant slaves began to fight with the Avengers.

"Remember don't hurt them too badly! They're only civilians!" Kale said, as she was about to hit a couple of them with a paralyzing spell.

"Let me handle this. You all focus on Proctor," Exodus smiled as he telekinetically lifted all the mutants from the ground and took them into the air.

"Alright you heard the man! Let's take the fight to Proctor!" Hyperion yelled as he charged towards his opponent.

"Not so fast!" a large blue fist came out of the sky striking Hyperion right in his face. The man from another world fell out of the air and landed with a giant crash. He was facing Post now.

"I can't believe you just hit me with a cheap shot like that," Hyperion exclaimed rubbing his jaw gently.

Post charged, "I got a couple of more cheap shots I'd like to pull on you!"

Meanwhile across the battlefield Shaitan was still stuck in the form of Storm was busying fighting with the other two members of Menace X, Femme and Slash.

"You think he needs some help?" Scarlet Witch said to Jennifer Kale.

"Naw. I bet them guys some pushovers. Let's focus on the big dog!"

"Don't worry about Proctor. You should be worried about me!" Apollo yelled as he blasted the two women knocking them both out cold.

Deathbird saw Apollo take out Scarlet Witch and Kale. She flew into and rammed into the Olympians back. Clawing at his face she proclaimed loudly for everyone to hear, "TRAITOR!!"

Everyone on the battlefield turned to look at the exchange between Apollo and Deathbird. Proctor who had been fighting against Thor, Gilgamesh, and Callisto laughed loudly at the shock across all the Avengers faces.

"Oops. I forgot to tell you all about Apollo being under my control. Shame on me," Proctor laughed as he threw three gray discs at an unsuspecting Thor, Gilgamesh, and Callisto. He had used their moment of disbelief to his advantage. All three Avengers fell to the ground curled up from the pure pain they were experiencing. The gray discs were sending charges through their nervous system that equated the most deadly types of pain.

In Proctor's moment of victory he didn't notice Sersi come up behind him. With her molecular manipulation abilities she blasted Proctor in the back and he fell to the ground his body smoking. Looking up at Apollo, who had knocked Deathbird off of him, she asked with an angered tone, "Why did you betray us?"

Apollo teleported himself so he was face to face with Sersi, "Apollo never betrayed you. In fact he hasn't been himself for quite some time." Apollo's body began to twitch and out of it rose a being made of cobwebs and he had haunting red eyes.

Sersi was about to attack the fiend when she found herself floating in the air. All of her fellow Avengers were floating in the air as well. Looking further down she could see Exodus in the air moving towards them. All their bodies converged in one general area. The Eternal found she had no control over her body. Looking out further she saw another congregation of bodies move towards them. It was Lilandra and the entire Imperial Guard. The Avengers, Imperial Guard, Exodus, Lilandra, and Deathbird were all stiff statues stuck floating in the air.

Proctor rose up from the ground and dusted the dirt off his shoulders. With a smile he said, "About time you showed up Nebulon. I thought you had abandoned me."

"Of course not Proctor. We have history to make," Nebulon said as he walked up behind Proctor with a device in his hand. It was what was keeping all those people suspended in the air in front of him.

Proctor walked up so he could closer to the assemblage of heroes he had captured. Behind him were Nebulon, Cobweb, Post, Femme, and Slash. They had been his entourage during all his planning. The only one missing was Fat-ta-Maru, but Proctor was keeping him hidden for different reasons. Reasons only he knew.

"This is what I've been waiting to do for a very long time. See in all truth I could care less about having the Shi'ar Empire to rule. I just wanted to create illusion and misdirection. Truth is that I only want to get my revenge and I'm using the Shi'ar to do it. Of course my revenge can't be mediocre so I had to make it grand," Proctor explained.

"You're sick Proctor. Truly sick," Sersi said through gritted teeth.

"Please no comments from the peanut gallery till I'm finished. Now where was I? Oh yes I know now. See my revenge has to be worthwhile. So let me get straight to the point. Every single planet within the Shi'ar Empire has a bomb on it that will cause the planet to implode on itself. Whenever I give the order all of the Shi'ar Empire will be broken and destroyed. And you of course will go along with it. How's that for sweet revenge? Not only will you die knowing that I've ruined the Shi'ar Empire, but you will have the knowledge that I'm headed for Earth next. But just to tide me over till I decided to make everything go boom I think I'll kill one of you," Proctor smiled as his eyes lit up with energy. Knowing exactly whom he was going for Proctor fired off his blast and burned off the head of…

"Empress Lilandra!!" Gladiator exclaimed as he saw his ruler's head incinerated into a nothing. A gasp of terror went out from everyone who was helpless only to watch.

"And in your final hour you've failed your Empress! How utterly sad Gladiator is that? I find it to be quite tragic," Proctor grinned as he walked away from the horrified heroes. Turning to Nebulon he ordered, "Turn on the bombs. Let's get out of here."

Nebulon pressed the button that would begin setting off the bombs that would spell the end of the Shi'ar Empire.

"It's been fun ladies and gentlemen, but I've really got places to be going," Proctor said, but just as he was about to teleport he was blasted in the back with what seemed like a solar flare.

"You forgot about me!" an angered Apollo yelled. Cobweb could have screamed. He was so foolish for forgetting he had left Apollo on the ground. Nebulon's device wasn't set to suspend Apollo because they didn't think he was going to be a threat, but Cobweb had left his body.

"We don't have time for this! Forget Proctor! Take us to the Mindscape! Do it quickly Cobweb!" Nebulon ordered. The black creature nodded as it enveloped Post, Femme, Slash, and Nebulon in darkness. They were gone before Apollo even had a chance to stop them.

All the heroes fell to the ground with a thud. Running to them quickly Apollo said, "We have to get out of here and back to Earth! Now!"

"What about all these people?" Scarlet Witch said in near tears.

"No time! If we want to rebuild the Shi'ar at all we're going to have to get back to Earth! Thor bring us back. Please!" Apollo pleaded.

"Verily!" Thor said as he lifted his hammer into the air and wrapped everyone in a dimensional vortex that would take them back to Earth.

As they were departing they heard the demented laughter of Proctor. The alternate Dane Whitman was laughing at the irony of the situation he was in. His plan was to blow up the Avengers, but he was now stuck here. Apollo's blast had knocked out all of his powers. He was going to die here. Peace was going to come to his tortured soul at last. A tear fell down Proctor's cheek as he felt the rumbling that signified the destruction of the planet. Then it hit him! He had forgot about his back-up plan with Fat-ta-Maru. A smile crept across Proctor's face. He would have his revenge yet. Then all went black.

Avengers Mansion (A week later)

Satana, Jennifer Kale, Shaitan, Hyperion, and Binary stood in front of Thor and Scarlet Witch all of them having somber looks on their faces. They all were here for the same reason. They were leaving the Avengers.

"Thor we just all need some time off to think ya know? 12 million humans and countless billions are dead now because we failed to stop Proctor. All that's left of the Shi'ar is a couple million of them that were out of galaxy at the time. And it's all because we failed to stop Proctor. We just need a break," Binary said speaking for the whole group.

"I understand. Callisto and Gilgamesh have already left the Mansion for a break. They're still staying on as reserves, but that's besides the point. I understand that you guys need a break and you were great Avengers. Don't forget that," Scarlet Witch said as she shook hands with each one of them before they departed.

Once they were all gone Wanda turned to Thor, "Well that makes you, Crystal, Sersi, and me as main the roster at the moment. How do you suggest we go about getting some new people?"

"Apollo told me we had some new members heading our way soon. We just gotta wait for them," Sersi said as she came around the corner.

"Is Apollo well?" Thor asked distressed at all that had transpired in the past month or so. Everything just seemed to be going downhill.

"He's fine Thor. His pride is bruised a bit at being controlled by Cobweb, but he's more sorry that he supposedly caused us so many problems. I did my best to explain to him that mind-control tends to happen more often than not we it comes to the Avengers," Sersi smiled.

"It usually doesn't entail galactic destruction along with it. Proctor got his revenge all right. Maybe that's why he was laughing so hard as we left Chandilar," Scarlet Witch sighed. So many lives had been lost and Cuba was taking a lot of heat for all the humans that died in the conflict. The international community was in an uproar.

Kree Homeworld

Deathbird and the Imperial Guard approached the Supreme Intelligence cautiously. They were a lot more vulnerable and the leader of the Kree might seek to eliminate the last heir to the Shi'ar throne.

"Ahh Empress Deathbird. It pains my heart to hear of what has happened to the Shi'ar Empire. How may I begin to help your noble people rebuild themselves."

Deathbird laughed, "Please no games. I've come to make you an offer. I know that your people have been at a genetic dead end for years. Well, we have some genetic information we gleaned from Storm during her last visit to the Shi'ar homeworld. We'll give you this information in exchange for a few cruisers to help us ship out our refugees."

"It is a sound offer, but I want to know something first. Where do you plan to go? You can't just wander around in ships forever," Supreme Intelligence said.

"A being of great power called the Supreme Evolutionary has said he will create another galaxy for us to inhabit at a small price. His power is great and we will be strong once more. Though I won't be leading my people at that point. Gladiator will," Deathbird said touching her pupil's shoulder. Everyone was taken aback at the sudden development.

"My Empress I don't understand," Gladiator said with a tremble in his voice.

"I shall no longer be Empress once Supreme Evolutionary gives us our new home. You will rule as Emperor of the Shi'ar people. And I know you will rule them," Deathbird said.

"How wonderful. Well, now that my question has been answered I'll give you the cruisers you need," Supreme Intelligence said having one of his guards take the disk out of Deathbird's hand.

"Glad to have done business," Deathbird bowed.

Elsewhere…

"They believe I'm dead. Excellent."

"But master you are without body. And you have only one ally in me."

"True, but unfortunately I may be running solo."

"What do you mean?"

Fat-ta-Maru's body began to shake and quiver violently as his soul was forced out and Proctor's took its place. The alternate Dane look at his new body and smiled. He was alive again. Though getting use to this young Asian body would take some time. Though Proctor did like the long mustache he now possessed. Despite all that only one thing mattered above all else to Proctor.

"Getting revenge."