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Rachael with the Phoenix Force
http://www.marvel.com/universe3zx/images/thumb/9/92/Rachel_Phoenix.jpg/180px-Rachel_Phoenix.jpg
vs.
Captain Britain with Amulet of Right + Sword of Might
http://upload.wikimedia.org/wikipedia/en/thumb/6/6f/Captain_britain_King_otherworld.jpg/180px-Captain_britain_King_otherworld.jpg

Cap.

da bump.

has cap ever used those powerups

rachel was impressive defeating necrom

Brian wins this.