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In the middl e of the night the Snow Valley sheriff placed a call to the Avengers to help.  Wasp claimed that she knew of Emma Frost as a genius business woman, and that she had nearly attended Massachusetts Academy.  They discussed what Magneto's motives might be, and began to assemble all their members.  Photon joined them as they landed the quinjet to pick Namor up.

In the Massachusetts Academy training hall, Cannonball and Jetstream raced through Magma's fiery hoops.  Cannonball crashed as he was not as agile in the air.  Jetstream demanded a kiss from Magma as his prize for winning, which she agreed to only while she was in her molten magma form.  The White Queen found them in the training hall and demanded an explanation of what was going on.  Cannonball tried to gloss over the funny feeling he and Magma had been experiencing, saying that they felt like practising.  However, Jetstream confessed that the former New Mutants had been experiencing nightmares.  The White Queen telepathically probed Magma, but was still at a loss as to why her new students were still being haunted.

In the skies to the south of Snow Valley Warlock had assumed the shape of the X-Men's blackbird.  He carried Magneto, unaware that the Avengers were approaching.  When Hercules smashed his club into the roof of the 'blackbird' he as startled that it screamed in pain and suddenly seemed to disintegrate.  Magneto used his own power to fly to the ground.  He attempted to feed Warlock a little energy, worried he would overload him, when he was challenged by Hercules & the Black Knight.  Magneto used the Knight's sled to attack Hercules, but Wasp distracted him long enough for Namor to attack.  Hercules held Magneto in a bear hug, but his cape was laced with metal and forced the Greek God's arms open.  Fleeing the Avengers, Magneto fell off a cliff, but manage to encase Hercules in a cocoon of rock and flung him into the air.  Photon was forced to fly after Hercules, so he wouldn't crash on innocent homes.

Back in the canteen hall of the Massachusetts Academy, Magma could sense the seismic disturbance and believed it had been caused by Magneto.  The former New Mutants muse over the reasons why he would be in the area.  After some chiding remarks from Empath, Magik teleported to investigate.

Appearing in the snowy woods, Black Knight warned her to flee.  Magneto recognised Magik, but refused to give away her identity.  Instead he called out for her to flee.  Captain America threw his shield at Magneto, but Magik teleported it away before disappearing back to the Academy.  There she showed the others the shield.  Empath was vocal about how they were betraying the White Queen's kindness.  However, together the New Mutants decided that they would go to aid their former Head Master.

As the Wasp & Namor teamed up on Magneto, he finally appeared defeated.  However, Warlock regained consciousness and saw his Head Master was being attacked.  He reached out to grab the heroes.  Before they had a chance to attack his pupil, Magneto used his power to stop Warlock.  The Avengers were shocked that he didn't destroy them while he had the chance, and he explained that they had attacked him before checking to see if he really had changed.  The New Mutants teleported into the woods and teleported straight out again, but this time with Magneto.  The Avengers were left thinking that Magneto had established a young Brotherhood.

Back at the Academy, Magneto worked with the White Queen to completely heal the New Mutants.  Wolfsbane cried on Magneto's lap, begging to go home to her mother, while Karma sat alone on the windowsill, Magma cried on Cannonball's shoulder. Warlock sat with Cypher and Magik contemplated how Magneto had come through for them in the end.  

The White Queen parted from the New Mutants reminding them that her Hellions were only meant to be a rival team, not enemies.  She conceded that she had lost the battle for the New Mutants, but was ready to try again in future.

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