"We're going to die, you know." she remarked conversationally.

"Doesn't everyone?" he replied.

She rolled her eyes. "I mean in the very near future."

"Proximity is relative, Logan." She made a little noise of exasperation, and he smirked without looking up from what he was doing.

"Far closer than I'm comfortable with. Am I making myself clear?" How the hell could he joke at a time like this?

"Crystal. I'll get us out of here, you'll see." He continued to fiddle with the lock.

"Well, seeing as you got us into this mess..."

"Hey! How is this my fault?"

"You led us into a trap that an idiot child would have seen-"

"You followed me. What does that make you?"

"I-"

"Besides, when was the last time the Morlocks did anything clever, anyway? Hey, door's open."

Logan and Buffy turned towards the bulkhead style metal door. Xander and Willow stepped through, closely accompanied by Scott Summers, aka Cyclops, and Kurt Wagner, aka Nightcrawler.

"'Bout time, Elf." Logan said to the demonic looking mutant, "Why didn't you teleport?"

"Ze door..it was too thick and I vas unable to calculate into the room. My apologies, mein freund"

"Besides," Cyclops chimed in not-so-helpfully, "I'll be damned if I'm going to let one of MY men risk his neck for a couple of people whose possibility of dying are less than his own."

Logan just looked up at him. His response could be read in his eyes and was less than family friendly. Buffy, however, stood up and got in the X-Men leader's face.

"Listen up, bub," she started, finger poking into his chest, her blue eyes staring right into the singly, uncaring optic of his ruby-quartz visor, "I don't care who the hell you think you are, or who you think is your people and who isn't, but right now? I got fifteen of your Morlocks infused with the power of the First Evil breathing down our necks" her voice which had been rising now dropped to a chilly, steely edge. "So until they're just mutants again, this is MY fight and if it's MY fight then you're all MY people, and I say that all MY people are important so from here on in, Scott - Cyclops - whatever the hell fratboy nickname you've got this week, you just sit there and blast things when I tell you and I'll do the thinking, got it?"

Scott stood there, mouth working up and down, gob smacked. No one had ever spoken to him like that in his life. Not even Logan, which say saying something. Logan, who had also fallen silent but was holding the world's record shit eating grin. He waggled his fingers in a sarcastic wave over her shoulder.

Willow looked over her shoulder at Xander with a grin, "I so love it when she gets butch."

Xander gulped after her tirade, and said very softly, "Yeah - so do I." and adjusted his eye patch as he so often did when he get nervous.

"Now, then." she continued, voice returning to its usual calm and commanding demeanor. "Where are the others?"

"Nightcrawler is here, with me. Shadowcat and Iceman are watching the secondary entrance and Colossus is with Storm and Rogue on the surface."

Buffy nodded and weighed her options for a quick second. What she would give for a line to Giles right now, but that was impossible. He was in England for starters and secondly, he just wasn't in a talking-to-the-chief-slayer kind of mood right now with what she had done. It's not every day you have almost two thousand slayers on the earth and you decide to pare that down to just a small handful. It's even less that you decide who you give the power to and when. Giles thought that was a bit juvenile and all but a death sentence for the world. Buffy saw it as being responsible. You can't control two thousand girls and women and make sure all of them stay on the path of straight and narrow. It's hard enough to kill a slayer, even harder to kill more than one, and if you have even one go renegade...

Buffy cleared her thoughts again. She held the artifact that she had originally used to free all the slayers. She looked to Willow. "Fighting those Morlocks is going to be like fighting fifteen First Evils. I'm not going to be able to do it all alone."

Willow's face became slightly pensive in thought, "Well, you probably could but it would take some time and I have a nail appointment at five-thirty..." she said, hoping her own unique brand of humor would defuse the tension of the situation. After all, leaders of the X-Men don't get emasculated in front of their comrades often, do they?

"Will--"

"Okay, I know. Making with the I R Serious Witch." she said softly, scrunching up her face before relaxing it. "If I were you, Buffy, I'd get some help."

"Yeah, sharing is caring and all that," Xander interjected. "Besides, fifteen First Evils? We had enough problem with all the faceless minions the single one of those brought." he subconsciously reached up and rubbed his eye patch, "But fifteen of 'em? Ah, I'd call in the cavalry on that. Not that I doubt you could do it, it's just that I only have one eye left and kind of need it."

Buffy nodded curtly, the short and seemingly nonsensical conversation with her Scoobies sealing the decision for her. She looked back to Willow, "Willow, do we know how being a mutant would affect becoming a slayer?"

Willow thought about it, as if accessing invisible databases on the topic that only she could read. This, in part, was true. "Well.." she said as if thinking about the topic, but her mind was really magically moving at a speed that would make most computers seem dim. "...the only thing I think it would do is make them more powerful. It would give them all the powers of a slayer, but it would kick their own powers up to an exponential level."

Buffy said no more, heard no more on the topic. "Do it." she said to one of her oldest friends, holding out the artifact, "Rogue, Storm, and Shadowcat."

Willow took the artifact, she struggled slightly - it was heavier than it looked - "Consider it done, but it might take a few minutes to do."

Buffy nodded and headed for the door, "Got it." she paused in the doorway and looked to the remaining men who had stood there quiet while she had handed out her orders. "You guys coming with me, or are you all posing for an underwear ad?"

Outside, all hell was breaking loose. Clouds that Ororo Munroe, aka Storm, could not push back rolled in from the west like water boiling out of a pot. She looked up and she tried to push it away time and again, and the harder she tried to push, the more it pushed back. Rogue, aka Anna Marie, looked around with a touch of uneasiness and looked to the large Russian man who stood next to both women. "What do you think it is, Colossus?" she asked. "Whatever it is, it can no be good, no?" he replied, his Baltic accent not quite able to wrap itself around the English he'd been learning for the past few years. Towering almost two feet above both women, his body began to transform. Where there had been once flesh, bio-organic steel stronger than any metal save for Logan's adamantium claws and just as flexible as he own skin now gleamed under the bruised purple of the sky. The wind began to pick up and blew garbage across the deafly silent and barren streets. They had managed to get a five mile radius evacuated before the deadline – they had managed to at least do that much. Now all that there was to do was wait.

Shadowcat, known to the masses as Kitty Pryde and Bobby Drake, known among his peers as Iceman were just under the surface of the streets, in the somewhat dry sewers. The last thing they'd both heard from their communication units nestled in their ears like Bluetooth headsets except much more powerful and versatile, was from Cyclops to wait and not move until he gave the order. Little did they know that this was far out of his control now. Shadowcat looked to Iceman with slightly worried eyes, "What do you think is goin' on up there, Bob- er, Iceman?" she asked, momentarily forgetting that when they were in the field they had to use their codenames. The young man shrugged looking up. He had been floating a perfectly formed sphere of ice as clear as glass on his hand. He stopped moving the sphere in his hand and said "I don't really know, 'cat." He said, always seeming a way to relax the formal, "I guess when we hear world war three out there, Cyke will tell us something. Probably to run out in to the street and run around like a little girl."

This earned a giggle from the girl and a gentle swat on the arm, "C'mon, we're supposed to be serious about this."

"C'mon, 'cat – how can I be serious about a group of mutants that are supposed to have inherited the power of the first evil to ever walk the earth? GImme a break.." he said trailing off and looking into the girl's eyes, "I'm an X-Man, not a Ghostbuster."

THUD.

The two looked at each other.

THUD.

Something was coming.

"Cyclops, this is Shadowcat. We've got thudding coming towards us. What do you want us to do?" Shadowcat said, finger pressing on the communication unit in her ear. Meanwhile, Iceman instinctively covered his body in a thin but steel-strong layer of ice. It gave him the appearance of being made entirely out of the substance.

Meanwhile, Cyclops looked over at Buffy. They walked side by side down the sewer, Logan – Wolverine, Buffy had to remind herself. All this codename stuff was for the birds, but she imagined they had their reasons – was walking alongside Nightcrawler a few steps behind with Xander bringing up the rear closely. Cyclops received the transmission from Shadowcat and stopped, looking to Buffy. "Something's coming near Shadowcat and Iceman."

"Can they see what it is?"

Cyclops smiled. She wasn't aware entirely of what her people can do, and his hand went to his communications unit. "Shadowcat – pop up and take a look."

THUD.

THUD.

Something was getting close.

"Roger that, Cyclops." She looked to the super-frozen man. "He wants me to take a quick look." She said, and climbed up the ladder to the manhole cover…

…and kept going right through it. She looked to the left, and then to the right, which was where the sound was coming from. She returned under the streets very quick.

"Holy. Shit."

"What?" Iceman asked her, concerned.

"Just look." She said and as he climbed the ladder, she touched his ankle, phasing him through the metal cover just as she had done.

He returned just as quickly.

"Cyke," he said, hand slapping up to his ear, "You aren't GOING to believe this."

Cyclops winced as Iceman's transmission came through more than a little loud and clear, "What is it Iceman?" he asked, looking once again to Buffy then behind him to his two fellow X-Men. As his young teammate spoke in his ear, his jaw went slack. He looked around, "Roger that. We're on the way." His hand went down, and he spoke urgently, "We gotta get to that secondary entrance, Buffy. This isn't an option."

"What is it?" she asked, noting his concern and not immune to his urgency she began to keep pace with them, and those behind them began to move to keep up.

"You'll...just have to see it to believe it. I don't think I'll believe it myself until I see it."

"Cyclops, what is it?"

"C'mon," he said, "we'll be there at the end of this hallway and take a left." She noted he sounded spooked. This was VERY un-good. His hand went to his communications unit once more, "Storm," he said, "take your people and get to the second position. Take the back way there like we talked about. There's something big and ugly up there." Cyclops nodded after hearing Storm's acknowledgement and his hand dropped down.

"What's goin' up there, Cyke?" Wolverine asked, looking more than a little agitated. Kurt likewise looked concerned, "Ja, you have me tempted to go check it out for myself." The German said but wasn't answered as Cyclops stayed silent as they rounded the corner and found Iceman and Shadowcat waiting for them.

Buffy looked to the two without giving Cyclops a second glance, "What's up there?" she asked, demeanor businesslike.

Shadowcat pointed up, "I can let you see for yourself-" and was cut off by Cyclops before she finished, "We're all going up." He looked to Buffy, "Trust me. You're going to need all of us for this."

"For WHAT?! I'm trying to figure out what the hell it is, and no one's telling me!"

"It's because we don't know what the hell to call it," said Iceman,

"That bad?" Buffy asked

The two young X-Men nodded.

"I wish it was a Sentinel." Shadowcat offered.

"That IS bad." Wolverine said, eyes narrowing. The claws on his right hand unsheathed from their housings with an audible "SNIKT-SHING and it earned him a glare from all involved.

"Sorry." He said, voice completely unapologetic, "Force of habit."

"Let's go." Buffy said and climbed up the ladder. When she reached the manhole cover, she quietly pushed it up and over as if she were opening a door. This earned an admirable grin from Nightcrawler who quietly nudged Logan in the ribs, asking "She's something, Ja?" which caught Logan off guard. He smiled softly in spite of himself and nodded, "She certainly is."

Buffy got up to the street and quickly moved behind the large SUV that was parked a few feet away from the manhole cover next to the curb. Storm and her team were still a couple of minutes out and couldn't be seen at this point. The others arrived from underground and they collectively looked up and surveyed the sky, followed by carefully peeking out in the direction indicated by both Shadowcat and Iceman which was just ahead of them.

THUD.

THUD.

The Morlocks, fifteen of them in number had threw them a curve. They weren't arriving in teams, or in groups or in staggered numbers. They had all decided to arrive as once. There, walking with a slow, cumbersome gate down the main street of this small town, was the result of the First Evil's idea of power. He had fused them all together. All fifteen of them, into one hideous, nightmarish humanoid mass, with limbs sticking out in various directions as the entity saw fit. Faces of those who had sought power beyond anything they had dreamed of were contorted in horror and pain as they were forever merged to form this abomination. Gob smacked, they slowly walked out into street, shocked. In fact, they very well might've been shocked into oblivion had they not been jolted back to their senses by the voice behind them.

"For all of the power at the First Evil's command, he still underestimates that we'll fall to petty fleshcraft and puppet mastery. Well then, if he wants a fight, then we're sure as hell going to give him one."

They turned around and only two of them recognized the figure, clad conservatively in Harris Tweed and Argyle.

Giles.