It’s an all-out battle between the Ultimates (supported by SHIELD troops) and the X-Men. Despite being more battle-savvy than most of the Ultimates, the X-Men are being taken out one by one. Even Wolverine is beaten by Captain America and Colossus falls to nothing less than a small-sized nuclear warhead. The cavalry arrives in the form of Iceman who freezes all of SHIELD’s technology, including their neural scramblers, allowing Xavier to access his telepathy once more and freeze every non-mutant brain on the block. However, one of the Ultimates – the Wasp – is a mutant as well and she uses her tactical advantage to take Xavier out with her wasp stings, not before he orders the X-Men to escape though, which they do. Later, with Xavier in prison, Magneto lets him know that he instigated all of this to get his hands on Xavier’s students, who will, without any doubt, sooner or later turn to him.