In this reality, Tony Stark sold his Iron Man technology. This however caused a new arms race between the various governments of the world, ended the age of heroes since non-tech heroes could not compete with the technological advanced Heroes and Villains that now rose up, and the US government build stronger and better sentinels to hunt the Mutant Race into near-extinction.

When Magneto declares war on the United Nations and technology for what has been done to the mutant race, thor, Spider-Man, Daredevil, Elektra, Hank Pym and Wasp come out of retirement to fight him, soon joined by a vengefull Tony Stark, who wishes to use Magneto's powers to plunge the earth into a new Dark Age in order to undo his mistake. Iron Man manages to capture Magneto, but Thor manages to convince him no to kill the villain. He claims Stark can make up for what he has done by being a hero, to which Tony agrees. A new age of heroes begins.