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This story is No. 2 in the series "New World". You may wish to read the series introduction and the preceeding stories first.

Summary: Daughter of Kandor. Son of Sunnydale. No home between them. Where do you go when you can't go home again? Caught between three worlds, Karen and Kara's journey continues...

Categories Author Rating Chapters Words Recs Reviews Hits Published Updated Complete
Marvel Universe > X-Men > Xander-Centered
DC Universe > Power Girl
WiseFR1815122,2503323071,91611 Oct 114 May 14Yes


It was late afternoon in New York city, and the summer heat had broken. It had lingered longer than some might have liked, but summer’s hold was fading at last, and autumn moving in to take its place. The days were bright and lovely and no longer so stifling. The evenings were growing cooler. Today, with the sun slowly westering towards the horizon it would reach in another few hours, Kara Zor-L was finally taking a moment to relax. It was perhaps an hour and a half after she’d given Karen ‘The Talk,’ and she still felt the occasional flash of residual embarrassment. Helping the Avengers to lend assistance to a broken down alien refugee ship that had wound up in low earth orbit had helped her take her mind off of it. There was a war going on out in the galaxy. Sounded pretty bad based on what she heard from the refugees. If this universe had a Green Lantern Corps, she hoped they were on the case. Either way, if it came to it, she would help however she could. But that was a matter for later.

Kara had brought a lawn chair out onto an isolated balcony on the upper floors of Stark Tower equipped with an unnecessarily high-tech barrier that shielded it from the normal effects of the wind at the upper levels of a skyscraper, and she was aiming to do some sunbathing. It would have been a simple indulgence for a human, but for her, bikini-clad and lying back in the lawn chair, it was a chance to relax, to draw in some extra power from her power’s source, to revel in the feel of the light of a yellow sun upon her skin, and to finally get around to reading those comic books that Xander-Prime (her mental name for the Xander that hadn’t become Karen) had given them back in Karen’s home dimension. They were all in a stack next to the chair, mostly of trade paperbacks. She picked up the first - The Road to Flashpoint - and began to read.

Ten minutes later, Power Girl had finished reading the entirety of the Flashpoint event, including every single spin-off. “...OK,” she muttered to herself as she closed the last issue, “So Bruce is younger now. Or something. And after this is...” She blinked. According to the note Xander-Prime had left, what came next was ‘the New 52,’ some of which he’d included in the collection. She glanced over the options. Huh, Mister Terrific. It felt really, really weird to be holding a book about one of her friends from the JSA. Not weirder than the fact that there was a trade paperback detailing the entire run of a recent ‘Power Girl’ comic, but weird. Still, the only way to find out what changes had come from the Flash’s misadventure was to read on. She began to flip through ‘Mister Terrific.’ Mister Terrific fighting someone in armor, and that’s weird, they’re in London, flashback, actually Michael’s son. Then Karen Starr showed up as Mister Terrific’s er, friend-with-benefits... and now Power Girl was staring. She flipped a few pages further, and now she was staring in horror. “What.”

A pause. Power Girl’s brain tried to process this. Failed. “What?”

Another pause. “What?!”

Tony Stark’s electronically processed voice emerged from a speaker set below the security camera on the wall. “Everything all right?”

Kara blinked, turning to look at the camera. “... Are you spying on me, Stark?” she asked.

“... No. No I am not.”

OK. That was irritating. Tony Stark, douche-bag. Still, she had bigger worries. Without another word, Kara stood up, collected her things, and strode purposefully into the building.

Destination Unknown
by P.H. Wise
A Power Girl Crossover Fanfic

Chapter 4: Flashpoint

Disclaimer: The DC Universe and its associated characters is the property of DC comics. The Marvel Universe and its associated characters is the property of Marvel Entertainment LLC. Buffy the Vampire Slayer is Joss Whedon's baby. This chapter contains dialogue and situations taken from Phoenix Warsong. Marvel owns that, too.

“... I don’t know what’s happening, Dr. McCoy,” Celeste said, trying not to let the fear she felt show in her voice, “It’s like when Esme left. And Sophie died. But worse.” She shuddered. “So much worse.”

Celeste and her sisters had been separated. She was sure it was Emma’s idea. Her sisters were still cutting themselves off from their link, holding themselves apart. “I feel...” Alone.

“No one’s dying, Celeste,” Dr. McCoy gently replied. Celeste was pretty sure that every diagnostic device in the lab was in use. Every scanner. Every tool. She didn’t want to look into Dr. McCoy’s thoughts. She didn’t want to risk learning what he and the other X-Men thought was happening. Especially if...

“This is different,” she insisted.

“Not according to my readings,” Dr. McCoy said. “You’re the same girl you were the first day you walked through these doors. No new psionic signatures or ectoplasmic energies or alien symbiotes or lightning-bolt forehead scars. Just your average, everyday secondary mutation.”

Celeste tried to think of a way to put it into words. Some way to explain to Beast what was wrong, how wrong it all seemed, how distorted. “But I can... feel,” she said. Not her best effort.

“That’s normal,” Beast said with a smile. “I know,” he went on, his tone light, “Every thing is confusing. There’s distance between you that wasn’t there before. There’s a technical term for that. It’s called ‘growing up.’ I know how it feels...”

He kept talking, but she didn’t hear it. Couldn’t hear it over the sound of her own blood roaring through her veins. Celeste swallowed, took a breath to calm herself, and tried again, “You don’t understand,” she said. “At first I thought it was just Phoebe. But it’s inside of me, too. I’m... wrong.”

“I’m going to tell you a secret, Celeste,” Beast said. “Almost everyone I know feels the same way.”

He invited her to see the evidence in his thoughts, and she did. It didn’t make her feel any better.

Irma Cuckoo’s head was throbbing with the effort of keeping her newly discovered telekinetic abilities under control. Secondary mutations weren’t a new phenomenon. They’d seen it plenty of times before. Usually it lead to things like a diamond body, or blue fur sprouting everywhere. This secondary mutation, though, or whatever it was, it felt... different. Wrong. The link between herself and her sister-selves was there, hanging in her thoughts like a silver thread, but she wouldn’t touch it. Not now.

It was worse when they were joined.

Emma had separated them. Celeste was somewhere in the secure lower floors. Phoebe was outside on the school grounds. Irma was trying to make her way to her room to sleep the whole thing off. She was so distracted, she didn’t notice that Karen was nearby before the boy-turned-girl called her name. “Irma!” She looked up in time to see Karen standing at the far end of the hallway, her expression somewhere between surprised and relieved. And then, in the space between blinks, there was a rush of wind, and Karen was there. Then she was in Karen’s arms, and Irma leaned into her, only distantly aware of the pleasant way Karen’s breasts pressed against her body when they hugged, and of the sense of warmth and of presence she always seemed to feel when Karen’s body was close to hers.

“Sweet, merciful Zeus but I was worried,” Karen murmured.

“Me too,” Irma said. She wanted to tell Karen everything. As she stood there in the other girl’s embrace, it occurred to her just how ridiculously kissable Karen’s lips looked, just how damn sexy she was, the taller girl coming into an almost painful sort of focus in Irma’s perceptions. “Karen...” she began, looking up into her clear blue eyes. She didn’t finish the sentence. She wasn’t sure if she started it or if Karen did: they kissed, and for a moment, the whole world seemed a thing of soft lips, the heat of Karen’s body against hers felt even through layers of clothing, of carefully controlled Kryptonian strength.

Irma forgot all about her headache. Wisps of smoke seemed to curl around their feet.

They were being watched. Three boys had come out of a room and stopped short to stare at the sight of a lip-locked Irma and Karen.

The moment passed, and the world went back to normal, and Karen noticed the watchers. “Got nothing better to do, guys?” she asked.

“Nope,” one of them called.

“We’re good,” said the second.

“Don’t let us stop you,” the third chimed in.

Irma rolled her eyes, regaining her focus. The wisps of smoke faded. “Come on,” she said, taking Karen’s hand. “Let’s go somewhere more private. We have a lot to talk about.”

When Kara Zor-L walked into the control room at the heart of Stark Tower (fully clothed this time - she’d changed in the bathroom), Tony Stark grimaced, and she noticed. Tony was standing by the main display, on which could be seen a dozen different situations around the world that might need Avenger intervention if they should continue the way they had been. Steve Rogers, also out of uniform, was seated at a nearby console studying one situation in particular. Kara glanced at the screen. HYDRA activity on the rise. New base suspected in Oklahoma, near Broxton. S.H.I.E.L.D. Agent James Madrox investigating.

“Come on, Power Girl,” Tony began, “I’d have explained over the comm if you’d given me another five seconds: that balcony is an obvious security hole. I wasn’t spying on you: the area is under constant surveillance by our computer system. It analyzed your voice, it identified your tone as ‘distress,’ and I got an automatic notification. I wasn’t...”

Kara rolled her eyes. “Relax, Stark,” she said. “I’ve got bigger things to worry about than peeping toms, innocent or otherwise.” She looked Steve’s way and held up the backpack that she carried. “Captain?” she asked.

“I’m listening,” Steve replied.

“Good,” Kara said. She emptied the contents of the backpack out onto a table a few yards back from the view screen. “Because we need to talk about comic books.”

“Comic books?” Steve asked, slightly bewildered.

“Yeah,” Kara replied. This was going to be awkward, but it wasn’t the first time she’d had to explain something that had sounded insane at first blush. “This is going to sound crazy, but hear me out...”

Two minutes later, Tony and Steve were staring at her with unreadable expressions. “OK,” Tony began, “So you’re saying that the whole history of your world is recorded in a parallel world in, um, comic book form?"

Kara nodded. “Yes,” she replied, steadfastly refusing to allow embarrassment any purchase. “I’m saying that.”

Steve spoke next, "And that before you came back from there, Divine’s counterpart - the girl whose consciousness was copied into your brain during a brief period in which you shared the same body, and remained there until you transferred it to the Divine from your home world’s body in order to break Maxwell Lord’s conditioning - gave you a backpack full of these comic books, which appear to chronicle your world after you disappeared from it?”

Kara didn’t correct Steve on that. Karen was still a little sensitive about the whole ‘I used to be a guy’ thing, and after the whole ‘I’m in Divine’s body now’ thing happened, the version of the story they’d told the Avengers... it was true as far as it went, but it left out a few details. Like the fact that Karen had been a boy named Alexander Lavelle Harris. Kara figured she more or less understood why. She took a breath. “Look, I know this sounds completely insane..."

Tony shrugged. “We ever tell you about the time the Fantastic Four met God, and he turned out to be a comic book writer named Kirby?”

Kara blinked. “...Seriously?”

“No,” Tony replied, the corners of his mouth twitching upwards.

Kara tried not to let her exasperation show on her face. Passive-aggressive Tony was certainly better than ‘actively being an asshole’ Tony.

“Tony,” Steve said, and Tony looked contrite.

“Sorry,” Tony said. He seemed to consider something.

Steve looked at Kara. “I’ve seen a lot of very strange things in my time,” he said. “If you say that these comic books somehow record the history of your world more or less accurately...” He paused.

Tony broke in. “I think what Steve is trying to ask is, would you be willing to submit to a telepathic scan so we can make sure you aren’t just completely crazy? We’ve got a history of that in the Avengers, and I’m just about Wanda and Sentry’d out.”

Steve gave Tony a warning look, but Tony didn’t back down. “I’m serious,” he said. “You want me to back off, Steve? That’s my condition.”

Kara’s eyes narrowed slightly, her body language growing visibly more hostile. “Emma vouched for me,” she said.

“And I’m one of the few people in the world who knows exactly what that’s worth,” Tony said, his tone dismissive. “I know better than the trust the White Queen. I’d trust Xavier to look inside your head and be truthful about what he found, but he’s out in Shi'ar space.” Tony was steadfastly not meeting Steve’s gaze, but Kara saw the disappointed look on Captain America’s face. He’d expected better of Tony Stark, and he’d been disappointed.

He didn’t look like he was going to back down, and Kara’s heart sank. “If I agree to this,” she said, “I’m having it supervised. If not by Emma, then one of the students at Xavier’s.”

“Fine by me,” Tony said.

“I guess you’ve got someone in mind?” Kara asked.

“You could say that,” Tony replied, not quite smirking.

“In the meantime,” Steve said, not giving Tony a chance to say anything more, “I’ve got news about the hammer: it’s been claimed. Someone took it, and we know who.” That got Tony’s attention, and Steve paused for a moment before continuing. “Donald Blake.”

The name meant nothing to Kara, but Tony looked visibly stunned. “... what?” he asked.

“I’m surprised that you missed it,” Steve said. “He’s been in Oklahoma, rebuilding.”

“Rebuilding what?” Tony asked. A beat passed, and then he paled slightly as he realized exactly what Steve meant.

Kara glanced from Steve to Tony and back. “Who’s Donald Blake?” she asked.

“Thor,” Steve and Tony replied in unison.

Kara blinked. A god, huh? That was unexpected, but it didn’t wow her the way their delivery of the name seemed to imply they expected it to. “When will he be here?” she asked.

“The god of Thunder,” Tony tried again.

Kara met Tony’s gaze, not feeling particularly impressed. “I’ve met gods before, Stark,” she said.

Tony tried to hide his disappointment, but Steve just shook his head. “He’s not coming here,” Steve said. “We’re going to him. We’ll leave...”

“As soon as Ms. St. Croix confirms that Kara here isn’t going the way of our last two powerhouses,” Tony interrupted.

Steve met Tony’s gaze. Silence hung between the two men for a long moment. Tension seemed to build. And then Tony looked away.

“Great,” Kara said.

“OK,” Karen said, “What’s going on? Why were you and your sisters locked in the sickbay?” And Karen’s thought rang out with the sudden realization, ‘Oh my God, I just used sickbay in a sentence where I wasn’t talking about Star Trek.’

Irma tried not to roll her eyes at the other girl’s thoughts. It wasn’t polite. “Do you know what a secondary mutation is?” she asked. Immediately, Karen’s thoughts showed that she did not, but Irma waited for her to say so before she continued. “Mutants are born different, but usually our powers don’t manifest until puberty. Sometimes it happens earlier. Sometimes it happens later.”

Karen nodded, and her thoughts held some vague associations with shaving her (his) chest and legs (but not arms, for some reason), and her (his) voice beginning to crack. “Mutants get an extra special puberty surprise. Got it.”

They were in Irma’s room - the one she shared with her sisters. The bed hadn’t been moved back up yet, and its absence was conspicuous, but the couch worked just as well. It was getting easier. At first, controlling the new powers had been like trying to roll a boulder uphill when the hill’s been coated in glycerine. Now it was more like just plain rolling a boulder uphill.

“Right,” Irma said, briefly shutting her eyes to concentrate. Her head continued to throb, but that was a distant thing now. “But the full potential of a mutant’s genome isn’t necessarily expressed immediately. DNA doesn’t work on one-to-one correspondences, and it doesn’t have simple on/off switches. Not even the X-Gene. Whether particular genes express themselves, and even how they’re expressed, can be influenced by the environment, diet, stress, whatever. Secondary mutation is what we call it when some combination of environmental factors triggers a change in someone’s mutant abilities.”

“Did you get that from reading Doctor McCoy’s mind?” Karen asked, her tone wry.

Irma smirked. “Some of us pay attention in class,” she replied.

“That’s not a no,” Karen observed. When Irma didn’t dignify that with a response, Karen went on. “So that’s what’s happening?” she asked. “You and your sisters are having a secondary mutation?”

“Unless you’ve got a better idea for why we’re suddenly manifesting new powers. I know I was never telekinetic before, and I definitely couldn’t fly.”

“Hey, maybe there was just a really, really narrowly targeted shower of cosmic rays that hit your bedroom,” Karen said. “I hear that works for getting superpowers.”

Irma laughed, and when she did, she felt a sudden surge of heat and pain, a build-up of power which she ruthlessly suppressed. Her amusement faded. “... I wish. The thing is, whatever’s going on, I’m pretty sure it’s dangerous. I don’t want you to get hurt, Karen.”

Karen raised an eyebrow. “Kind of invincible, here.”

“That’s not what I’m worried about,” Irma said, and focused her thoughts on the speech and language centers of Karen’s brain.

When Karen next spoke, it was with a tone that was the most horrible imitation of Emma Frost that Irma could imagine, complete with the most atrocious British accent the world had ever seen: “What are you worried about?” she asked, and then blinked. “There’s something wrong with my... oh. OK. Point taken. Can you stop now?” A brief pause, and then a thought crossed Karen’s mind that made Irma shudder, and she immediately released Karen’s brain from her telepathic influence. The stream of incomprehensible syllables that followed were delivered in a normal Karen-like tone. Disappointment rippled through Karen’s thoughts. “Awww,” she said. “I wanted to hear what bad-imitation-of-Emma sounded like reciting Klingon love poems!”

Irma tried very hard not to laugh. “No,” she managed. “Just... no.”

“Are you supposed to be smoking like that?”

Irma blinked. “What?” she asked. She looked down. Smoke was rising up from the carpet. A burn mark slowly spreading out from beneath her feet. “... No,” she said. She shut her eyes, focused, tried to force it back down.

“Is there anything I can do to help?” Karen asked, her concern showing in both thought and expression.

Irma struggled visibly, trying to force the power back down, trying to hold off what was coming. But it wouldn’t go back. Something was rising. Heat. Fire. Life. “No,” Irma repeated. “No, no, no, no...” She opened her eyes. They were full of fire.

Karen’s eyes widened.

The world dissolved in flames.

On the school grounds, Logan’s combat training class was going along much as it always did. Which is to say, he was making life a living hell for his students, and they were all going to be better for it. But just because Noriko understood the value of the exercise didn’t make it any less painful to be beaten upside the head by a bamboo staff in the hands of of a surly Wolverine.

“Focus, Noriko,” he told her, his tone gruff.

She did. For a moment, Noriko was completely focused on the sparring session, nary a single stray thought to distract her from the exercise. She didn’t think: she acted, existing utterly within the moment. She lost herself to the Zanshin, flowing from one effortless deflection to another, counter-attacking, never pressing beyond her ability but completely in control of it. ... And then one of the Cuckoos showed up in her pajamas. The blow she should have easily deflected hit her dead center on the forehead, and she fell on her butt, momentarily stunned. Logan had pulled the blow, but... wait, Cuckoo-clad pajamas? No, that wasn’t it. Pajama-clad Cuckoo. Yeah.

“Afternoon, Phoebe,” Logan said. “Five points off for coming to class late. Ten points down for showing up in your jammies.”

Noriko wasn’t sure how Logan could tell them apart. Maybe by smell? That was weird. She clambered back to her feet.

“What is this, Hogwarts?” Phoebe asked. She leaped into the air to avoid Logan’s attack and stayed there, her eyes shining with a fiery light. ‘Secondary mutation,’ Noriko thought to herself.

Nori moved to join Laurie and the rest of the class on the sidelines as Logan and Phoebe sparred. A pair of Sentinels and a crowd of Mutantville refugees had gathered to watch. Some of the younger refugee children were going to be participating in the classes, soon. Scott and Emma had decided. Toad was nowhere to be seen, and Nori was glad of that, at least. Bastard had deserved what he’d gotten from Karen, given what he and his friends had almost certainly intended...

“What’s with Phoebe?” Laurie asked, and her voice brought Nori back into the moment. Noriko glanced at her friend and shrugged. “Showing off her new powers, I guess,” she said.

Unseen by student, faculty, military, or refugee, the ground beneath the graves of Sophie and Esme Cuckoo began to shift.

In the lab, Celeste looked down at her shoes.

“You’ll learn to fight it,” Hank said. “To control it. Because here’s another dirty little secret for you: this school isn’t just about learning how to defend ourselves from others. It’s about learning how to protect others from us. Emma knows. She’ll help you.”

Celeste sighed. It was rising now. Power. Fire. Life. She shut her eyes and focused, trying to force it back down. “How’s she supposed to help me when she has the same problem?”

Hank frowned. “Child, are you all right?”

When Celeste opened her eyes, they were blazing with a fiery light. “No,” she said. “I don’t think I am.” She grit her teeth. “Doctor McCoy. please... back away. I don’t want to...” She shook her head. “No. NO! The link was back, and her sisters snapped into her mind with a suddenness that was like a bucket of icy water to the face. Phoebe’s anger at Logan growing ever higher, riding the rising tide of... whatever it was. Irma’s control slipping. “It isn’t right!” she said aloud. “WAIT!”

Hank backed away, his eyes wide.

Fire blossomed around her.

Karen stared. Her adrenaline spiked, and with it came the strange slowing of time that seemed to be tied to the Kryptonian stress response: her mind shifted gears, and she watched the flames rippling towards her. Watched the fire flowing across the ceiling like water. She could actually see the floor, the wall, the furniture blackening as it burst into flame. The heat rolled over her in a wave, and it HURT, and it had NEVER hurt. Even when Sentry had thrown her into the sun, it hadn’t hurt; the sun’s embrace had drawn her into a state of near ecstasy. But this, this was different. This brought pain. Smoke was rising from her body in advance of the wall of fire. Even as she watched, the exposed skin of her arms reddened as though from sunburn.

She was going to die. Merciful Zeus, she was going to die. … Wait, when had the Sentry thrown her into the...? ‘Now is not the time, Karen,’ she told herself, interrupting her own thoughts. The fire rippled ever closer. Irma’s scream hung in the air, her eyes wide.

And then, at the last possible moment, a thought occurred to her: ‘I have freeze breath.’

Though it hurt to do so, and she’d never used the power before, Karen breathed in sharply, drawing painfully hot air into her lungs. And then she fell backwards, getting as low as possible even as she sent out a gale force sub-arctic temperature stream of air into the roiling flames. She didn’t know if being low would help, but she knew that heat rises.

When her arctic breath met the wall of flame, the room seemed to toll like a bell. A peal like thunder erupted from the place where cosmic flame met Kryptonian breath, except it didn’t stop. It built upon itself, growing ever larger as a the roiling mass of air and fire collapsed into a blast of wind that blew out the walls of the room.

Water sprayed everywhere. The pipes had ruptured. Something painfully hot passed over her, and water flashed to steam. Then it was gone, and the water was pouring down onto her again. Karen opened her eyes, got up, and rushed to the open space that used to be the exterior wall in time to see Irma, Phoebe and Celeste flying in the air, shrouded in a brilliant raptor made of fire. On the ground, a body was burning. Sentinels were moving to intercept the girls. One of them gestured, and a blast of flame took the machine, splashing across its chest and sending it to the ground, sections of metal visibly melted by the heat of the blast.

People were screaming. Karen had to act.

She was on the grounds between one heartbeat and the next. “Irma, Phoebe, Celeste, STOP!” she shouted, her voice booming above the din.

Chaos erupted on the grounds of the Xavier Institute. “THE PHOENIX!” someone screamed. “THE PHOENIX IS RISEN! IT IS THE SIGN! MERCATOR SPOKE TRUE!”


Irma met Karen’s gaze.

“Irma, stop this!” Karen shouted once more. The reply came in Karen’s thoughts. Irma’s mental voice, two minds touching, a feather-light sense of Irma’s presence. ‘I’m sorry.’

The firebird rose, bearing the girls within it. The Sentinels opened fire, but their shots did little but provoke further blasts of flame: another Sentinel fell, and then another. Then the firebird shot off towards the horizon, leaving naught but a sonic boom in its wake.

Professor Summers was shouting. “Logan, you stay put and heal. Emma, get Hank to lock down the mansion and tell Peter and Kitty to meet us at the jet!” The burning body was Logan. He had looked better, but he was alive.

“Done,” Emma replied.

“Karen, stay here!” Summers yelled as he and Emma raced into the mansion.

Like hell.

Karen rose into the air and rocketed off after the Cuckoos, and a second sonic boom rattled the windows of Salem Center.

Back in New York, Kara Zor-L had only just returned to her apartment when the sound-wave hit. She was back in civilian clothes, just starting to rummage through the fridge for something to eat for dinner. The apartment had been a surprise: it was in the same building as her apartment in her home universe. Hell, it was on the same FLOOR.

The windows rattled. It would have been imperceptible to a normal human, but she heard it. Heard the sounds transmitted through it, faint but distinct: the sound of Karen’s voice. “Irma, Phoebe, Celeste, STOP!” She did a quick calculation in her head of the distance between her apartment and the Xavier Institute. “STAND DOWN, MUTANTS!” this voice was mechanically amplified and electronically processed. “STAND DOWN OR BE FIRED UPON!” There were others. Voices that meant nothing to her, screaming things she had no context for. The distance from the Xavier Institute and the speed of sound. This happened less than three minutes ago.

By the time the fridge door swung shut, she was already gone.

When Kara arrived at the Xavier Institute for Higher Learning, she arrived as Power Girl. Despite her hurry, she had the foresight to use her communicator to announce her arrival in advance: she wasn’t challenged when she arrived, and that was good. The place looked more like a bee-hive that had been kicked than like a school. It was chaos. Sentinels and helicopters buzzing in the sky. Children wailing in the refugee camp. Security guards rushing about every which way. Major military equipment on the move. There was a hole in the school again, and by that, Power Girl figured that it was probably Tuesday. A charred, blackened, waterlogged hole where the Cuckoos’ room used to be was a bit more concerning than just a generic hole, however, and she made a beeline for it.

“You assured us that you had the situation in hand!” a man’s voice said angrily. It sounded like it was coming out of a speaker. Kara glanced about. Below her, in a private office, Valerie Cooper was being chewed out by her boss via video-call.

“Sir, there was no way I could have anticipated a group of students becoming possessed by the Phoenix!”


“Phoenix or no, Divine left the school on your watch, again. I don’t think I can shield you from the consequences this time.”

OK. So Karen left. That was bad. Power Girl was moving, now, searching for someone who could give her more information. Preferably one of the teachers, but if not them, then...

The sound of a door opening. Power Girl let her vision slip beyond the normal visible spectrum. A group of students was checking the rooms to make sure that nobody had been left behind. The upper floor was otherwise evacuated. One of those students was right about to come out into the hallway.

“Noriko!” she called.

Noriko stepped out of the room she’d been checking and glanced Power Girl’s way. “Karen!” A beat, “... Kara, I mean. What are you doing here?”

“I heard what happened.”

Noriko raised an eyebrow. “From New York? Six minutes ago?”

Power Girl nodded. “I’d have been here quicker except for the whole speed of sound thing. I need to speak to one of the teachers. Are they around?”

“Logan and Doctor McCoy are in the underground levels. We’re getting everyone to the shelters, Kara. The school’s on lock-down.”

“Thanks, Nori.”

Noriko nodded. “You’re...” Power Girl was gone. “... Welcome.”

PG was down the hall and then the stairs in the space between heartbeats. She did a quick scan of the building with her x-ray vision and spotted Beast and Logan coming up from the lower levels on the far side of the campus. She rushed out the door and crossing the intervening space in a matter of seconds, arriving at the exit they were due to emerge from just in time to be blindsided by a rotted fist to the face. She was more startled than anything else, but surprise soon mingled with that primal revulsion of rotting things when she saw the thing that had struck her: the dead, rotting, but still ambulatory body of a teenaged girl. Worse, one that, despite its condition, bore no small resemblance to the Cuckoos. Even as she stared, a second body emerged from below, this one missing a forearm.

Power Girl stared. “... Zombie Cuckoos?” she asked, her tone wavering between incredulous and horrified.

The one that had struck her smirked. “Look, Sophie,” she said. It’s the host body that spawned the degenerate little parasite our sister is dating.”

That brought her out of her state of shock. “Hey!”

The second zombie-Cuckoo laughed, and the sound of it made the bile rise up in the back of Power Girl’s throat. She REALLY hated zombies. Particularly since the last one she’d faced had been her own cousin with a Black Lantern ring. “Oh no!” the Sophie-zombie said, “The girl with the psychic vulnerability the size of a small moon is here to stop us. Whatever shall we do?”

“Right now you’re thinking about whether or not you can take us both down before we shut off your brain,” the first girl said. “A surprisingly intelligent brain. Impressive. You’re smarter than you look, blondie. With an outfit like that, I’d figured you’d be more boobs than brains.”

Spider-webs seemed to settle over her limbs. A tiny flash of anger kindled in her mind, and with it, the spider-webs seemed to strengthen until they were made of adamant. A sense of outrage and helplessness washed over her. Power Girl couldn’t move. She couldn’t... she wouldn’t lose to these monsters! She grit her teeth as she struggled against their control.

“Strong willed, too,” Sophie said. “If we needed to maintain this for more than a few seconds, it might actually be a problem.”

“Power Girl!”

The telepathically induced trance burst like a soap bubble. Power Girl came back to herself suddenly, and there was a moment of disorientation. The girls were gone. Hank McCoy was waving a hand in front of her face. She shook her head. “... I really hate it when that happens,” she muttered sourly.

“Tell me about it,” came a second voice. Logan, a few feet behind Hank, wearing his full Wolverine costume, a rotted, severed forearm stuck to his claws. “You here for Karen?”

Power Girl nodded.

“She took off after the Cuckoos. Scott and Emma are out there in the first jet. We’re going to be following in the second jet. You comin’ with?”

“Looks like,” Power Girl said.

“Sounds goods.” Logan looked to Beast, then gestured down at the severed forearm, and the gleaming metallic bone that could be seen through the torn, rotted flesh. “Let’s go. Pack your microscope.”

The Cuckoos had come home. It was called ‘The World.’ They had arrived, made their way down past the defenses, past the relics of previous projects, here, to a vast underground chamber filled with their clone-sisters, floating naked in glass tubes filled with green fluid.

“Welcome home,” said a male voice. “We’ve all been waiting for you.”

A video screen followed them, attached to a long metal stalk, projecting the image of a man in a lab coat.

“Home...?” Phoebe asked.

The man on the screen smiled indulgently. “Yes, Phoebe. Back at Weapons Plus. Back in the World.”

Phoebe frowned. “Wait a minute. This isn’t right...”

“Of course it is, Phoebe. I sent you Cuckoos away, nested you with the X-Men. I needed you to develop your talents, but now, well, look around you. This is where you belong.”

Celeste didn’t seem particularly impressed. “Naked in a test tube? I don’t think so.”

“Now, Celeste...”

“Who is this guy, anyways?” Celeste asked, cutting the man off.

The man smiled once more. “I’m...”

“Doctor John Sublime,” Hank said, “Creator of the Weapon Plus project.”

“Weapon plus?” Power Girl asked.

“A secret project variously supported at one time or another by the American, British, and German governments,” Hank said. “An attempt to create a solution to what the world leaders saw as ‘the Mutant problem.’ To allow homo sapien to remain relevant in the age of Homo Superior’s ascendence.”

Power Girl frowned. “I suppose it grew more and more extreme as time passed, each iteration of the project more hostile towards metahumans than the last?”

“Not towards powered individuals in general,” Hank corrected, “Just towards mutants.”

Power Girl looked confused for a split second. “Oh. Sorry, metahuman is my world’s word for mutant.”

Hank and Logan exchanged glances, then shrugged.

“What does this have to do with the Phoenix?”

“We don’t know,” Logan said. “The Phoenix is a wild card. We don’t know why it’s involved.”

“Indeed,” Hank said, “But with or without the Phoenix, if the girls really are the product of the Weapon Plus program, there’s no telling just how...”

“...dangerous they might be,” Scott said.

“I know,” Emma replied.

“Scott,” Colossus said, “We have a visual.” The Blackbird was making a low pass over a region near the southern coast of England, where a vast geodesic dome, visibly damaged and half buried in the earth, rose just above the tree-line.

“That’s the World all right,” Scott said, looking out the window. “Where John Sublime made his mutant-killing super-soldiers. And I’m betting he’s left behind a dozen killer car-cops for us beneath that smoke. Hold us here, Peter. It’s time to figure out if we’re here to rescue these girls... or destroy them. Kitty, any wireless traffic?”

“Lots of noise,” Kitty Pryde replied from her console behind the others. “Only clear signal is an encrypted S.H.I.E.L.D. beacon. Looks like they have an agent on the ground.”

“Any sign of Karen?” Scott asked.

Kitty shook her head. “Not yet.”

“Hush, Celeste,” Phoebe said.

“But this is creepy, Phoebe! He put them in bottles, and...”

Phoebe frowned, looking out at the vast superstructure of cables and the tubes filled with Cuckoos that dotted the landscape. “If these are our sisters, Dr. Sublime, why can’t we hear them? We’re telepathic. They should be, too.”

“You just don’t know the language yet,” Sublime said. “Listen harder. Mindee understands.”

Irma was staring into one of the glass tubes. “... Irma,” she corrected the doctor absently.


“My name is Irma, not Mindee.”

“... but you understand, right?”

Irma frowned. “I think so. I’m... starting to.”

“It’s a sound you’ve heard all your lives,” Sublime said. “It’s in your bones. Energy transformed into information. Your sisters were made to collect it. And now it’s time for you to use it.”

Something shifted, then. Three pods rose up from within the superstructure, each sized to fit one of them. Irma stared. She could feel her pulse in her temples. She reached out towards it.

“Wait,” Phoebe said, “Don’t touch it.”

Irma stared at the pod. “... What if Sublime’s right?” she asked. “What if this is what we’re meant for?”

“We might have been, before,” Phoebe said. “But now we’re meant for something else.” She opened her hand, allowing a tongue of flame to manifest in the air above it. “When the Fire came for us, it scared the X-Men. That’s why they’re coming to stop us even though they don’t really understand why we’re here. It scares Celeste. I can feel her right now, trying to snuff it out.”

“I’m not doing anything!” Celeste snapped.

“She thinks it’s the Phoenix, here to destroy everything. But it feels so right to me, and all of this, here, feels wrong.” She clenched her fist around the flame, snuffing it out.

“Phoebe,” Irma said, “How do we know we should trust the Phoenix? It doesn’t have the best track record. What if it’s wrong? What if it’s just... trying to confuse uAAAAAAGH!!” her words turned into a surprised scream as metal cables snaked out from the pod, looped themselves around her body, and then snapped her backwards into the pod with a loud thud.

Celeste let out a scream, turned, and ran.

“Irma!” Phoebe cried, reaching for her sister.

Irma sank into the nest of cables, a few tiny ones burrowing into her flesh, the rest just coiling around her. “I’m... I’m part of it now,” she said in a dazed tone. “And it’s so … clear. Listen:” Her eyes rolled back in her head. “I can... hear it...”

Phoebe embraced the fire, and it billowed out from her like a cloak. “NO.”

A vast bulk rose from the superstructure. A monstrous creation of metal cables and moving parts, with the video screen attached to the end of one of them. The video screen shifted to the center of the creature’s mass as cables wrapped around Phoebe, seemingly heedless of the fire. “I’m sorry, my dear,” Sublime said, “But I’m afraid I’m going to have to insist.”

“I... hear... them...” Irma muttered.

At that moment, the wall of the chamber exploded, and Karen burst through, pulling a wave of debris into her wake as she went. Several tubes shattered as she passed. “I got a feeling this is one of those things best heard from a distance,” she said as she yanked Irma out of the pod, assisted by a few quick blasts of heat vision. Irma saw the consideration in her thoughts, the split second weighing of staying to retrieve Phoebe as well against just rescuing Irma. The decision was made: get Irma out first, then go back for Phoebe. “Yoinks and away!” Karen called out as she made for the exit at top speed.

Irma shuddered. She was herself again, but when she’d been joined to the others, it had felt...

A chorus of telepathic voices, each one identical, rang out in the chamber. “Karen,” they said. “You’re Karen. But you’re also Xander. And Divine. How strange.”

Karen was slowing, now. Struggling to maintain speed but unable to do so. “... Hold on,” she murmured. “I’m...” she grit her teeth. “I’m getting you out of here.”

Irma stared at her girlfriend, and in that moment, she felt a powerful upwelling of affection for the other girl, warming her heart and her cheeks. “Karen...” she said.

The telepathic voices spoke again, this time with a note of cruel glee. “We heard a joke, once,” they said. “So a girl with negligible telepathic resistance flew into a room with a thousand telepaths.”

Karen struggled, flailed, and then fell from the sky at the edge of the room, barely managing to twist herself so that Irma landed on her and not the other way around. Irma scrambled off of Karen, rising to her feet. “OK,” Karen conceded, “... So... maybe I didn’t think this one through...”

“No,” the chorus replied. “You really didn’t.”

Karen stiffened, spasmed briefly, and was still, staring blankly, chest rising and falling, and completely catatonic.

Irma glared into the room. “Stop! Let her go! She has nothing to do with this!”

Phoebe’s fires had been snuffed out: she’d been rendered unconscious before she could do more than melt a few cables. Even now, she was being drawn into the pod reserved for her. “She’s a nuisance,” the telepathic chorus said. “Better to wipe her mind now than risk she might interfere later.”

Horror welled up in Irma’s heart at the thought of it. “NO!” she cried, pushing against the telepathic influence of her thousand sisters, an ant trying to stop a Tsunami.

“Come back to us, and we’ll reconsider. We’re only doing this because we love you. We need you, Irma. You’re part of us. All the rest? It’s just a distraction. It’s all so unnecessary.”

Irma grit her teeth as she focused more and more of her mental reserves into the struggle. “I wont... let you...” she hissed.

“You don’t love her. You can’t. It’s all right, Irma. We understand. We're the only ones who can. And you know you can't stop us either way. Why are you bothering to fight us?"

Irma visibly struggled. Her eyes were glowing blue, now. The fire burned within her mind, all but singing to her with a strange siren song, calling for her to embrace it. She was losing. The Fire wanted her. Her sisters wanted her. Tears began to flow down her cheeks, only to boil completely into gas in a matter of seconds. Smoke was rising from her body, now as she staggered forward, towards the pod.

"You can't win,” her sisters said. “Can't save her. Can't stop us. Give in, Irma. Come back to us. We'll let her live if you come back."

Irma embraced the Phoenix. Flames roared out from her body into a huge, blazing firebird. Her clothes were consumed in an instant, and then replaced by something new: skin tight, red and gold, and a great golden firebird on her chest. Her eyes glowed with a fiery light, and she snapped her sisters’ telepathic assault like it was a twig. When she spoke, her voice was different, filled with power and with confidence. “Don’t tell me what I can’t do.”

Karen groaned and sat up, rubbing her head. “... Anyone get the number on that bus?” she asked.

“Karen,” Irma said. “I’m holding their telepathic assault at bay, but if I go I’m afraid I might burn her up. I need you to get Phoebe.”

Karen blinked, and then she was on her feet and fully aware. “Phoebe, right.” She looked towards the pod, and the vast creation that had risen to defend it.

“Irma,” Sublime said through the video screen on his mechanical creation, “She’s lying to you. The Phoenix is lying. Don’t do this. Don’t do this to your family.”

“Phoebe and Celeste are the only family I have,” Irma said coldly. “Karen, do it.”

Karen cracked her knuckles and grinned.

The second Blackbird had arrived. Power Girl cracked her knuckles and rose to her feet. She could feel her heart rate increasing. Her own species’ equivalent to adrenaline building inside her system. Below, a massive geodesic sphere rose above the treeline.

“Scott,” Hank said into the radio, “This is Hank. We lost the zombie Cuckoos, but we’ve just arrived in the second Blackbird. We’re coming in just below your jet. We’re...”

Hank cut off as a massive fire tornado erupted through the ceiling of the dome, singing the first Blackbird as it billowed upwards into the sky.

“... Oh dear,” Hank said, his eyes wide.

Power Girl followed the other two to the exterior hatch. “Ready when you are,” she said.

Hank nodded. He opened the hatch. “The jet’s on autopilot,” he said. “It’ll get us over the hole in the dome. Power Girl, if you wouldn’t mind getting us down intact?” He paused. “You know, this is looking pretty bad...”

“Worse than you think, Hank,” Logan replied.

The zombie Cuckoos attacked. “Hello, professors!” Sophie called as she pulled Hank out of the aircraft and sent him falling towards the dome below.

“So glad you could join us!” Esme added, striking Logan across the face to distract him as she yanked him out in turn with her other hand.

Hank and Logan were falling, zombie Cuckoos clinging to them, clawing at them, shrieking awful, inhuman shrieks.

Power Girl was there. “I,” she said, seizing hold of both Esme and Sophie from behind, “Have had enough...” She felt their telepathic influence growing. She had to move quickly or they’d shut her down again. Her mind shifted gears. The world slowed down. Here, now, she had all the time in the world. With a heave, she threw them both into the tornado of fire. “Of ZOMBIES!” she finished.

Their bodies crackled like leaves, and were consumed.

“Not to be rude,” Beast called, a distinct note of panic in his voice.

Power Girl blinked, and then flew down to catch the falling X-Men. “Sorry,” she said. “I kind of have this thing about the undead.” She descended into the dome, holding Hank with one hand, Logan with the other. “At least they didn’t have Black Lantern rings this time,” she muttered.

The World was in ruins. Fire blazed around them. Vast pieces of machinery had toppled, scattering parts every which way. Power Girl could see the X-Men, now, gathered in front of one of the Cuckoos - Power Girl couldn’t tell which one, but she was surrounding by a fiery aura.

“Kara,” Logan said, “Toss me.”

Power Girl blinked, looked at Hank, who shrugged, and then threw Logan down at the group.

In mid-flight, his claws popped out. He angled himself towards the girl, and... Kara’s eyes widened as adamantium claws carved through Celeste’s skull from back to front. A sick horror rose up within her. “What... the... HELL?” she asked, waiting for and dreading the moment when the girl would fall.

But the girl didn’t. Fire erupted from her wounds, sealing them, healing them without blemish or scar, and she turned to look at Logan with an amused smile. “Funny little man,” she said.

“Oh hell,” Logan said.

There was an explosion of fire, and something blindingly hot shot upwards past Kara. She looked up just in time to see Celeste, shrouded in a raptor of flame, clad in white and gold with a golden flamebird on her chest, ascending into the skies. “I AM LIFE,” the girl whispered, but it seemed to fill the air like a thunderbolt all the same. “I AM FIRE. I BURN AWAY WHAT DOESN’T WORK. MY NAME IS PHOENIX.”

A great mass of cables swung towards Karen, and she accelerated towards them, momentarily breaking the sound barrier within the vast chamber that held the girl-filled tubes: the creature’s limb gave way long before Karen did, and she plowed through from one end to the other, sending shredded wire and cable and interior mechanisms flying in every direction.

“Karen!” Irma called. “You can play with the mechanical monster later! Get Phoebe!”

Another mass of cables rose to block the path to Phoebe, and Karen let loose with a quick blast of heat vision to reduce them to ashes. “I’m working on it!” she yelled, zooming down towards the pods. More animated cables were rising up to challenge her, but she was already at her destination: she cut her forward momentum, coming to a complete stop at Phoebe’s pod with a suddenness that would have killed a normal human. Another blast of heat vision severed the cables holding Phoebe in place: she collected the girl into her arms. “Which way?” she asked.

“Over here,” Irma called, zooming towards the exit.

“I see,” said the voice of John Sublime. “Interesting. Did you know that Phoebe’s memories include a very interesting incident? I doubt she meant to overhear it, but it can be so difficult not to when you’re a telepath.”

Karen’s eyes narrowed. “What are you talking about?” she asked.

Phoebe was stirring now. “Ugh...” she moaned, clutching at her head.

A reproduction of Kara Zor-L’s voice rang out in the vast chamber: “I know it doesn’t need to be said just how much I’m trusting you by giving you this knowledge, but I’m saying it anyways. If Karen and I are going to be working with the X-Men even short term, you need something that you can use against us if we end up compromised. What happened with Divine can’t ever happen again.”

Karen paled. “Oh, crap.”

Sublime laughed. “Yes, that.” The sound of a hundred ports opening, shifting, clicking. And then the chamber flooded with artificial red sunlight.

Karen poured on the speed even as she felt her powers ebbing, fading, sapped away by the influence of the red sunlight. She was almost to Irma. She was almost...

She fell from the sky for the second time in five minutes, and this time, when she hit the ground, it hurt. Once again, she managed to twist to let her passenger land on top of her. “RAO but that hurts!” A pause. “... Oh God, I just swore by Rao. Somebody shoot me.”

“I’m working on that,” Sublime said. “Give me a few moments, and I’ll see what I can arrange.”

“Karen!” Irma cried, the firebird fading as she descended. “Are you alright?”

Karen’s whole body felt sluggish. Like she was moving through syrup. God, had this been normal back when she’d been the prisoner of the Fantastic Four? “I’ve... been better...”

Phoebe was on her feet now. “I’m... I’m me again,” she said. She clenched her fist and glared at Sublime’s device. “That... that was unforgivable.”

Karen struggled to her feet. “... Run... now, revenge... later...” she ground out.

“No,” Phoebe said, letting the fire ripple around her. “I don’t understand. Irma, you could burn it all. I could burn it all. Why should we run?” She paused. “You don’t trust it, do you?”

Irma looked away. “... I’m afraid. When I lost control earlier, I almost killed Karen. I don’t want to take the risk of what might happen if I lost control again.”

“Listen,” Karen said, “I’m a liability right now. My powers don’t work in red sunlight. I need the sun to recharge. We need to leave.”

“She’s right, Phoebe,” Irma said. “Please, come with us. We have to go.”

Phoebe turned towards the creation which still bore the video image of Doctor Sublime. “Then go,” she intoned, the fire around her forming into a flame raptor as she lifted off the ground. Her clothing was consumed, and replaced a moment later by a skintight costume all in green and gold, with a golden firebird emblem upon her chest. “I have work to do. Phoenix work.”

Irma felt the final thread slide into place. Each had embraced the shard of the Phoenix that dwelled within them, and now there was a kind of resonance building in their link. Feedback of a sort. Something was building. She grit her teeth. “You’ll kill them!” she said. “All of them! You can’t do that! It isn’t their fault they were made into this!”

“You don’t get it, do you?” Phoebe asked. “This is right. This is Phoenix. We are life. We are fire. We burn away what doesn’t work.”

“We’re NOT!”

“You can’t just kill them all,” Karen said.

“I thought you were running away?” Phoebe asked.

“Guess not,” Karen replied, lifting her hand up, clenching and unclenching her fist, getting used to her depowered state.

Phoebe’s eyes seemed molten now, the firebird blazing around her so hot and so bright that Karen could no longer look at her. “Give me one good reason why I shouldn’t,” she said.

“It’s wrong,” Karen replied, and Irma nodded her agreement.

“And... time,” Sublime announced cheerfully. At that moment, six enormous brain-things inside bulbous, spiked, weapon-covered bodies - car-cops - burst through the hole in the wall that Karen had made. Irma’s eyes widened, and she sent a wave of fire into them, reducing three of them to ashes in an instant. Phoebe joined her a moment later, destroying two more.

The last opened fire on Karen before they could stop it. The rotary cannon mounted on the thing fired in what felt like slow motion, bullets passing through the air, striking her flesh, passing through it, tearing through her body despite its increased molecular density. It had only been firing for half a second before Irma’s flame blast reduced it to slag. In the space of that half-second, fifty five rounds had been fired, and seventeen had struck Karen.

It didn’t hurt. Karen stared down at her body, watching the blood well up. She was having trouble breathing. Couldn’t... get... enough air... Why didn’t it hurt? She fell to the ground. Her eyes went to Irma, who was staring at her with an expression of stunned horror. “... why doesn’t it hurt?” she tried to ask. What came up instead was blood. It was in her mouth. It was in...

Irma screamed wordlessly, and as she did, the firebird sprung up around her. Her eyes blazed like furnaces. She was crying, and her tears were molten.

There was an explosion from above, and Celeste Cuckoo descended shrouded in Phoenix-fire, her eyes alight. “SISTERS,” she called. “OUR GOOD WORK MUST BEGIN. WE MUST BURN AWAY THE REFUSE TO MAKE WAY FOR NEW GROWTH.”

They were one, now. The way they had always been meant to be. All-in-One and One-in-All, and the Fire was the thing which united them, filling in the spaces between, the things that bound them one mind to another.

In the secondary chamber, separated from the Phoenix now by three feet of metal, Hank McCoy and Kitty Pryde stood surrounded by Cuckoo clones in glass tubes. They had been digging through the computer systems in search of answers, and they’d found them.

Scott’s voice came in over the communicator, “Hank! Grab whatever you have and evacuate! We think Celeste is heading your way!”

“I read you, Scott. Just a minute.”

“Don’t think you have that long!”

“You need to hear this,” Hank insisted. “I’m patching you in.” He looked to the computer station. “What are they, Sublime?”

“A thousand psionic mutants raised from the harvested eggs of Emma Frost,” the voice of John Sublime replied.

“And what do they do?” Hank asked.

“Collectively process information at an exponentially greater power level than any living telepath. Weapon XIV can shatter a person’s mind merely by thinking about him. Which is, of course, an excellent way... to destroy all mutants. That power can then be controlled and unleashed via three focal points. Alas, all three focal points are infested with the Phoenix entity, which renders them incompatible with the machinery.”

“So the Phoenix is all that stands between us and extinction?” Scott asked incredulously.

“So it would appear.”

The X-Men rushed into the central chamber just in time to see the three sisters unfurl their flame wings for the first time, united as one.

“It doesn’t matter what they’re for, Scott,” Emma said. “They’re my daughters, and they’re alive. We’re getting them out of here.”

Logan shot her an incredulous look. “You heard Hank. They’re little death machines.”

“MY little death machines,” Emma retorted.


Emma glanced at the empty pods. “Scott, I have a plan. I’m drawing a picture inside your head...”

Power Girl rushed into the room, saw the artificial red sunlight, saw her fallen sister, and immediately opened fire with her heat vision on the light sources. Her power faded even as she fired, but she destroyed them all, and was at Karen’s side. “Karen, stay with me!”

Karen looked up at her as though through a long, dark tunnel. She could see Kara at the far end. “... Hi,” she tried to say. More blood bubbled up. Her eyes drifted shut.

“Karen’s down!” Power Girl shouted. She glanced at the tubes, and though it occurred to her just how similar the technology here was to the facility on her world where Divine had been created, she brushed the thought away.

“Damn it,” Scott muttered, and opened fire on the Phoenix, knocking Celeste out of the formation. All three focused their attention on him.


“But not smarter,” Scott replied.

Emma Frost sank down into Celeste’s empty pod, and the Cuckoos whirled around towards her. “WHAT ARE YOU DOING, MOTHER? YOU DON’T THINK YOU CAN STOP US, DO YOU?”

Emma smirked. “Not on my own, but with the power of a thousand of your sisters behind me? I think I have good odds.”

“Scott,” Power Girl called, “I need a hole in the ceiling right now or Karen’s dead!”

Scott nodded, adjusted the strength of his beam, and then opened fire at the ceiling, blowing a hole through the level above, and then through the geodesic dome’s surface. There was no sunlight pouring through - the angle was wrong for that, but Power Girl grabbed Karen and flew up through the hole. Tried to fly up through the hole. She faltered halfway up. “... Peter!” she called as she slowly sank back towards the ground, “A little help!”

Peter rushed to them, seized both of them around the waist, reared back, and then flung the two girls up through the hole Scott had carved in the ceiling.

Even as a titanic psychic battle broke out between a Weapon XIV-empowered Emma and the Phoenix-infused Cuckoos, Power Girl flew out into the clear, sunlight air. PG could feel the seconds ticking by. Could hear the sound of explosions below. Could feel the yellow sunlight of Sol Invictus revitalizing her cells, recharging her powers. For a long moment, nothing seemed to happen. And then Karen took a breath in her arms, coughed, and opened her eyes.

“... I feel like shit,” Karen muttered.

Kara laughed, and there was more relief in it than amusement. “Better than dead,” she replied.

A moment later, Karen was flying under her own power, the bullet wounds now little more than puckered, raw sores. Power Girl watched as they slowly but visibly healed, sealed up, and vanished. “Thank Rao for yellow suns,” she muttered.

Another series of explosion came from below, and a billowing fireball.

“OK,” Karen said, “We need to get back down there. We have to save... everyone.” A beat passed. “How did I go from Mr. Fray-Adjacent to Rescue-Girl again? Oh yeah.”

Power Girl smirked. “Come on, Nightwing. Flamebird needs rescuing.”

Karen rolled her eyes.

They descended into the depths of the World just in time to see an explosion rock Emma’s pod, flinging her to the ground. She had second degree burns across the side of her face. Logan was burnt nearly to a cinder again, but he was still breathing. Colossus was unconscious, smashed into a section of wall with his organic-steel forearms visibly melted. Kitty was nowhere to be seen, and Scott was rushing to Emma’s side, crying her name.

“Stop!” Karen shouted, arresting her downward momentum. “Irma, you have to stop!”

Three sets of eyes fixed upon the descending Kryptonians. “I AM PHOENIX,” said three voices in unison.

All at once, Power Girl frowned. “... I feel like we’ve been here before. Have we been here before?” She snapped her fingers. “Oh yeah.” She glanced Karen-wards. “This is where you get to engage in one of those ‘totally cliched hero-slash-friend fights.’ You get to say things like ‘I know you’re stronger than this,’ or ‘You can fight it,’ and ‘This isn’t you!’ and she’ll say things like, ‘I can’t stop it,’ and ‘It’s too strong!’” She paused a moment. “You game?”

“I’m game,” Karen replied.

“US TOO,” the Phoenix said, a slight smirk on each of its three mouths.

“Great,” Power Girl said.

Battle was joined anew. The Phoenix opened with a blast of flame, but neither Power Girl nor Karen were there to receive it: it splashed violently against the wall, melting steel, turning rock to magma. The two Kryptonians zig-zagged across the ceiling, evading blast after blast as the Phoenix set the place ablaze. They changed course, then, moving in on her from opposite angles, each unleashing beyond hurricane force winds with her arctic breath into the face of the fire-entity. Cold air met hot, and the roar of the produced wind was nearly deafening. This was no simple battle: this was a duel of elemental forces. Gods did battle in the World, crashing through walls, flinging huge mechanical struts at the Phoenix, deflecting some fire blasts with frost breath, dodging the others.

After two minutes of battle, they paused, each taking the measure of the other.

“So,” said the Phoenix, “Do you want to say it?”

Karen blinked. Then she realized what it meant, and she shrugged uncomfortably. “Kara covered it pretty well, so unless you’ve got anything different you want to add...”

The Phoenix smirked. “How about this one? I AM LIFE. I AM FIRE.” With those words it sent a stupidly huge blast of fire at Karen.

Karen tried to counter with her freeze breath, and then her eyes widened when she realized that it wasn’t working. Wasn’t happening at ALL. So she did the only thing she could think of: she dove. She collided with the ground a second later, but she evaded the blast. As she clambered up out of the crater she had left, Karen glared up at the Phoenix. “I liked Kara’s version better!” she yelled.

This time, the attack wasn’t a wave of fire: it was a blast of awful concussive force. Her mind upshifted and her reaction time vastly higher than a normal human’s, Power Girl managed to evade it. Karen tried to do the same, but felt like she was moving through molasses. She had time to look questioningly up at the Phoenix. “Still a telepath,” it said.

The blast took her, plowed her through six steel walls. “...Ow...” she groaned. Shit. Karen was really starting to hate telepathy. … except if the Phoenix could just shut her off whenever it wanted, why hadn’t it? She clambered to her feet and flew back to the main chamber just in time to see Power Girl take a concussive blast from above, smashing her to the ground with a sickening crack.

“... I don’t know if anyone’s told you,” Power Girl said, “Your girlfriend’s got a temper.”

“She’s...” Karen wheezed, struggling for breath in the increasingly hot air of the chamber, “Not as bad... as Cordelia.”

By now, Scott had dragged Emma clear of the line of fire, and Colossus rose unsteadily to his feet. “Karen!” Colossus called. “Don’t use your heat vision! It will only make her stronger!”

Karen blinked. “... Kind of got that with the whole ‘she’s made of fire’ thing.”

“... Right,” Colossus said. “I’m just going to sit down for a minute.”

A second concussive blast hurled Karen into the wall. “Sorry,” the Phoenix said. “Were you distracted? I can wait.”

Karen grit her teeth and pulled her face out of the steel. “This is not going well!” she yelled.

Power Girl was slowing down, too. No longer moving like a Kryptonian. “Ya think?”

“I’m disappointed, girls,” Emma said.

“Emma, wait!” Scott reached for her, but she walked down, back into the line of fire.

“You could split this planet in half if you wanted to,” Emma said, ignoring the burns on her face, ignoring the pain they brought. “You’re here to do Phoenix work, and we’re in your way. Yet I’m still alive. We’re all still alive. Why is that?”

The girls glared hatefully at Emma. “We just wanted to see your face when we burned you to death,” they replied as one.

Karen and Power Girl exchanged glances, and then breathed on their own bodies, coating themselves in ice before they each lunged at the girls. “Time to finish this!” Power Girl yelled.

All three girls flung their arms outwards, and a concussive pulse blasted the Kryptonians into the far walls, shattering dozens of glass pods in the process.

They were trying again, coating themselves in ice, coming at the Phoenix from different angles. This time, only Karen went flying. Power Girl made it through the flames, reared back to deliver a knockout blow to one of the girls.

The Phoenix gestured, three as one, and a torrent of fire washed over Power Girl, flowed past her, washed over Emma Frost, and over Scott Summers, who had moved to protect his lover.

Karen’s eyes widened in horror. “You... you killed them!”


Rage rose up within her heart like a serpent, choking out all else. “You KILLED THEM!”

“No,” Power Girl said as the flames died away, her tone a puzzled one. “... She didn’t.” Below, Emma and Scott were equally unharmed. Even more, Emma’s burns were gone.

A disembodied voice. The voice of one of the Cuckoo-clones. “Mother,” it said. “Mother,” came another. “Mother,” “Mother,” “Mother...”

Sublime’s voice rang out, “Girls, what are you doing? Why are you leaving your tanks? Stop this at once!”

Karen stared. “The clones are... holding them back?”

“Mother...” Celeste murmured.

“We don’t want you to die, mother,” the clones said with their telepathic voices. They were emerging from their tanks, now. Hundreds of them. Almost a thousand, each so very like their mother. “We love you.”

Emma stared, her eyes wide, reflexively shifting into her own diamond form to block out the suddenly overwhelming love and affection she felt from every single clone.

The Phoenix hung in the air motionless. “... Mother,” the Three-in-One said, each voice tinged with sadness. “We can’t stop the work the Phoenix has come to do.”

“I know,” Emma said.

“What?” Karen asked. “What did she come to do?”

“To end the threat to mutant-kind that is Weapon XIV,” Phoebe said. “To murder our sisters,” Celeste added. “... To break our mother’s heart.” Irma finished.

“Please,” said one of the Cuckoo clones. “I want to live.” Other voices joined it in chorus. “I want to live.” “I want to live!” “We want to live, please...”

“Can’t we stop it?” Karen asked, staring at the assembled group of Cuckoo-clones. “They’ve... they’ve broken free of the machine, why is it still going to kill them?”

“I burn away what doesn’t work.” The voice was fainter than a whisper, yet heard by all. “Even freed of Sublime’s device, they are a threat. A weapon waiting to be wielded. A danger to mutant and human alike. They will bring about your ruin. They can’t help it. I can. I will not allow it. They must die.”

“All of them?” Karen asked.


A righteous anger rose up in Karen. “No.”

The Phoenix gestured with three pairs of arms, and fire began to roll out across the gathering of clones.

“We only just realized that we were alive...”

The first dozen turned to ash. Two dozen. Three dozen. A hundred. Two hundred. And then Karen was there, sending her arctic breath into the wave of fire. The dying screams of Cuckoos all around her: she stood in the face of a god, and breathed forth her defiance, heat meeting cold, each roiling around each other, frozen mist and a cosmic fire, and the fire was the stronger. Wind blasted in all directions, pressing Emma, Scott, and all the rest backwards, clinging to pieces of debris to keep their footing. Karen was losing.

Power Girl landed at her side, adding her own arctic breath. Cosmic heat and unutterable cold roiled around each other, taking up the moisture in the air, beginning to spin counter-clockwise. Clouds began to form within the World. Thunder boomed. Lightning flashed. The wind roared.

“What’s happening?” Colossus asked.

Kitty emerged from beneath a pile of rubble and stared, wide-eyed. “They’re... they’re making a storm...”

It began to rain. A torrential downpour, soaking everyone to their skin in seconds, and still the Kryptonians breathed: the storm spun faster, faster, more and more uncontrolled, the rain boiling in the center, where the Phoenix floated, and rising back up into the storm to fall again.

Yet at last, Karen and Power Girl ran out of breath. They faltered, and the fire roared towards them. Yet just before the flames came a narrow concussive blast: they were flung backwards, taking a pair of Cuckoo clones with them as they went. They hit the far wall and collapsed, and the Phoenix-fire completed its grim work.

The fire faded. Irma, Celeste, and Phoebe fell to the ground.

“Are they...” Scott began.

Emma’s voice was utterly without emotion, but tears threatened to form in her eyes. “The Phoenix murdered them. She killed them all.”

Scott held her, and Emma let herself be held. The X-Men were on their feet, now. Colossus and Kitty moved to check on the Cuckoos.

“All dead,” Emma muttered.

The sound of wind and rain began to fade. It was a slow thing, a gradual wearing away. Silence but for the rain. There was movement at the far side of the chamber.

“No,” Power Girl said.

“Not all,” Karen finished.

They came forward, each bearing a living clone in her arms.

As Emma Frost looked upon the two that had been saved, she felt the sudden, terrible upwelling of hope within her heart. Her tears were lost to the storm.


Author’s notes: I really didn’t want to recap as much of Phoenix: Warsong as I did, but I eventually figured it was better to recap material that some people had already read than to risk people being totally lost. Even then, I didn't want to just write up a transcript of Warsong and include "Karen said," and "Karen did" here and there. I wanted things to actually go differently. I knew going in that I wanted a different outcome from the canonical one, but I was surprised at how hard it was to actually get one.

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