This is where this issue picks up.

REVIEW: Professor Anthony Power smiles, a twisted, utterly humorless thing, and surveys the bodies of Spider-Man and the X-Men in the wreckage. He might as well be surveying the wreckage of his own life. For a moment, he knows pity for Spider-Man and the X-Men, perhaps even a hint of remorse for what he's done, for the pain he's caused, but only for a moment. Police sirens scream as police cars arrive on the scene and surround him. Weapons drawn, cops emerge from the vehicles and take aim at him, ordering him not to move. His cybernetic eyes glowing, he unleashes a powerful blasts that sends the cops flying all over the place.

Meanwhile, not far from the scene, Mary Parker confides to her husband Richard that she is worried about Peter risking his life to take photographs of crime scenes. Richard reassures her.

Bullets fly, bodies lie, bloody and broken, scattered across the landscape. Men in uniform fight pain and fear and logic in a desperate attempt to uphold a vague ideal. To do what they perceive as right, no matter the cost. Professor Power thinks of Vietnam, where his son fought and nearly died. Where the battlefield nightmare destroyed his son Matthew's hold on sanity. Power has had enough of being shot at by the cops so he prepares to use his gauntlets to fight back. However, he holds his fire, contains his anger, noticing the sudden shift in the crowd's interest. The eyes gazing skyward in disbelief and terror. Power once again smiles and realizes that there is no more need to fight now, because the battle is won. The crowd's hysteria soon gives way to numbed wonder. Even in a City that's seen more than its fair share of the strange and surreal, the sight of a medieval castle hovering over Sixth Avenue, disgorging a horde or Roman Centurions, seems like a shared fever-dream. The crowd quickly disperses. The Centurions take the X-Men inside the castle, leaving Spider-Man behind, as per Power's orders. The hovering castle then takes flight.

A short time later, the X-Men awaken inside some kind of transparent cell through which seems to run some kind of electrical current. Cyclops tries to blast his way out of the cell using a solid optic blast but an enormous feedback almost knocks all of them out. Just then, a projection of Professor Power appears on a nearby wall. Though he gives them a long speech, he basically tells them that they are heading towards Westchester County, where the X-Men mansion is located, and that he is planning to kill Professor Charles Xavier, whom he blames for the death of his son Matthew. He also plans to kill them one-by-one. The projection disappears, leaving the X-Men to wonder how they're going to set themselves free.

In the room from which the projection was sent, Power wonders why the world has turned so dark and so ugly. He was once a man of fierce intellect and fiercely held beliefs: historian, diplomat, and advisor to Presidents. Anthony Power's though shaped America and America shaped the world. Power’s ex-wife, Sharon, often accused him of neglecting Matthew, their son. She never understood how busy he was, how many demands there were on his time and energy. Couldn't she see that he adored Matthew: so proud of the young man, the fine soldier he'd grown into. They argued certainly; perhaps he'd said things – harsh things – he shouldn't have. But that didn't mean he didn't love the boy. He loved him more than life. Loved him so much that he had his consciousness transferred into his son's body. Matthew's fragile mind might have been gone – shaken by the war, irrevocably shattered by Professor Xavier – but his flesh would live on in greatness guided by the mind, the unyielding will of his father. But fate, in the form of the U.S. Agent, eventually forced Power back into his own aging form and forced Matthew down into the darkness of the grave (as seen in Captain America #338). Heartbroken, half-mad with grief, Anthony Power determined to free his son from that darkness. When an explosion destroyed Power's body (in Iron Man Annual #13), a pre-programmed fail-safe device relayed his consciousness back to the flying fortress. There he waited in stasis, while technicians exhumed Matthew's corpse, cybernetically rebuilding the son so that the father could live on within him and seek vengeance in his name. As he looks at himself in a nearby mirror, Power sees the face of the man he once was. Unable to stand looking at his former self, he puts his fist through the mirror, shattering it. One of his Centurions shows up in the room to check up on him. Power explains that nothing is wrong and orders him to return to his duties.

The Centurion takes his leave and makes his way towards a door at the end of a hall being guarded by two Centurions. As he approaches the door, the two Centurions inform him that it is a restricted area and that no one is allowed past this point. The Centurion barely has a chance to finish his sentence when he and his companion lose consciousness and fall to the floor. The Centurion opens the door and finds the cell where the X-Men are being held. Just then, Spider-Man shows up behind him, covers his mouth with his hand and orders the Centurion not to move or speak. The Centurion sends a telepathic message to Spidey telling him that he won't say a word but that he'll think it. Taken aback, Spidey lets go of the Centurion who transforms into Jean Grey. She explains that she used an image-inducer to pass as one of the Centurions and make her way inside the castle before it took off earlier. Cyclops argues that she shouldn't be risking her life to save them but Archangel interrupts him, reminding them all that Power probably has the room under surveillance. On cue, an alarm is triggered. Jean tells Spidey that she thinks she can telekinetically disrupt the cell's field and break the others out but it's going to take some time so she needs Spidey to handle the other Centurions. Spidey reluctantly agrees and goes to open the door leading to their room to face the Centurions. He struggles to open the door but when he finally manages to open it, he comes face-to-face with one hundred and seventy seven Centurions heading his way. After briefly considering his options, flight, surrender, a hasty career change, Spidey sighs, shrugs and then does what he does best. Webbing himself a shield, he throws himself at the Centurions and the battle begins. The battle rages on for several minutes; all the while Jean Grey continues using her telekinetic powers to disrupt the cell's field. Finally, after almost exhausting herself, it works and the others are set free.

On the other side of the door, Spidey has also defeated all the Centurions. But, as he catches a breather, his spider-sense suddenly warns him of danger. As he turns around, he comes face-to-face with Professor Power. Power congratulates him on defeating his Centurions, commenting that it was fruitless and unnecessary, and tells him that he sees no need for him to meet a fate similar to that of his son Matthew, who was as equally heroic on the battlefield. Power orders Spidey to leave, claiming that this war isn't his but Spidey refuses to leave, telling Power that the X-Men are his friends and that they don't deserve to die. Throwing his fist up in the air, Power asks Spidey if his son deserved what was done to him and tells him that with his power, Professor Xavier could have saved Matthew's mind; he could have given him his son back, then all the tragedies that followed could have been avoided. Power asks Spidey to imagine what was like for him to have his child dug up out of the earth to then let them slice him apart and rebuild him like some experiment out of a cheap horror film. Spidey replies that he was there when it happened and tells Power that if Professor Xavier could have saved Matthew, he would have. Tears running down his face, Power screams that someone has to pay for what happened. Spidey tries to reason with Power and explains that he knows how it feels to lose someone you love, to want them back again so desperately that you'd do anything. Spidey goes on explaining that for all his effort, Matthew is still gone, his pain is still there and killing Xavier and the X-Men won't change anything. Spidey extends his hand to Power and implores him to let it end. Power seems to consider his offer but his need for revenge is too strong and he opens fire on Spidey and knocks him out. Just then, the X-Men arrive on the scene and attack Power simultaneously. Power does not understand why the X-Men won't accept their punishment because if he's ever to know peace, there must be payment for Matthew. Grabbing his head between his hands, Power starts screaming "No!". Jean Grey, using her powers of telepathy, penetrates Power's mind and tells Power that she is going to take him on a tour of the corners of his mind where he hides his shame, horror and guilt. Power screams at Jean to get out of his head. Jean replies that she will only get out once he's had a good look at the truth, which is that he was the one that hounded and bullied his son Matthew to enlist in a war he didn't believe in, and that he was the one who made him feel so small and unimportant that he had no choice but to take insane risks to try to prove himself, to be a hero, all so his father would love him. Tearing up, Power whispers that it was Xavier's fault and he then falls to the ground unconscious. Iceman asks what happened and Jean explains that Power could not face his demons so he ran. His body is now empty but his consciousness is still alive somewhere. She adds that she can feel the psychic traces hanging on the air. Just then, an explosion rocks the whole castle and sends it plummeting towards the Earth.

To be continued.