MAGNETO: Lilandra, your beauty grows every day.
LILANDRA: Do not flatter, ape. Why have you brought your army to my planet?
MAGNETO: Mutantkind is on the brink of extinction. Earth will not accept us. We have come looking for... refuge.
GLADIATOR: Do you think us fools, ape? Did you seek refuge on Gallifrey? Was their failure to bring you in like lost puppies the cause of their destruction?
MAGNETO: The Time Lords were arrogant and dangerous. They would have taken control if not for us.
(The Doctor enters the atrium were the negotiations are taking place. He is very angry)
DOCTOR: My race had their faults, but they would not abuse their power! You have done wrong, Erik. Leave your evil for those who deserve it.
MAGNETO: Those who deserve it are about to receive it. The Shi'ar must pay!
(He disappears via transmat to Asteroid M)
LILANDRA: He will destroy us, Doctor. What can we do?
DOCTOR: Why is he going to destroy you? What have you done?
GLADIATOR: He believes we were behind Vulcan.
(Nocturne and Amy enter)
AMY: Who's Vulcan? A mutant?
NOCTURNE: He came to the Imperium for revenge. The Shi'ar killed his mother and took him into slavery. When he returned he took control of the Empire and caused chaos on Earth, for humans and mutants alike.
LILANDRA: Under D'Ken's rule! My brother was misguided.
DOCTOR: It doesn't matter anymore. Amy, Talia, go to the TARDIS. Magneto will attack soon.
The battle began in the sky above the Shi'ar Imperial Palace. Magneto let his most powerful to attack. The Imperial Guard fought at their peak. Seismic waves rippled across the planet, killing millions of innocent Shi'ar. The Imperial fleet shot Asteroid M down, but not before Magneto obliterated the Palace, fatally wounding Lilandra. The TARDIS fought the remaining mutants, and the Doctor and his companions were forced to flee. Magneto and Gladiator held an epic battle in the sky, both of them soon exhausted. Magneto's army had been destroyed, as had the Shi'ar's and most of the Guard. He created a space warp and returned to Earth. Gladiator set about rebuilding the Imperium.