Peter continued to plummet at terminal velocity. He knew he should have hit by now, and began to wonder if Belasco had either slowed time or somehow increased the distance between himself and the needlelike spires looming below. It was exactly the sadistic act he had come to expect from the demon lord, prolonging the anguish and torment he felt for failing his sister, his love, his teammates. In many ways, given how high the stakes were, he felt he might have failed the whole world. That thought made him briefly consider reverting to his human form in despair, that perhaps the sorcerer would then allow him to plunge to his death. He was honest enough to admit that the idea had merit – in his changeform of organic steel, he might even survive being skewered for a while. He could conceivably end up impaled on one of those spikes, unable to move, forced to wait for his body to be depleted of energy. How long that might take, he did not know, but it could be hours, days – even weeks. In human form, death was sure to be instantaneous.

Piotr Nikolievitch, don't you dare!

The voice echoed all around him.

"Wh- Who?" he stammered into the whipping wind. "Illyana?"

Of course, silly! Did you think I would let my big brother just fall to his death like that? I mean, it was one thing when you sacrificed yourself to end a plague – although I was rather mad at you over that and totally owe you an earful about it – and you know how I can talk when I get going –

In spite of his peril, he broke out into laughter.

PETER! Are you laughing at me? The disembodied voice said in an accusing tone.

"Forgive me, little snowflake, but I have missed you so! And the way you can talk."

I've missed you too. But I can't hold the temporal flux much longer. I need you to focus – remember what Dr. McCoy said to you during your last exam…

Puzzled, he called out, "If time is short, why can you not just tell me?" He did notice that the ground – and those razor sharp spikes – were slowly beginning to accelerate towards him once again.

Sorry, big brother. There are rules even mighty sorceresses like me are bound by. I can clue you in, but I can't tell you. That would break the spell and alert my old Master.

He nodded, remembering a Christmas past, when he'd encountered a ghostly apparition that had told him to "remember". There were similarities here. He strained, trying to remember past conversations with the Beast. He tried to think, as he felt whatever magic used by the voice that he chose to attribute to his sister began to ebb.

He knew he had time, but the dire situation did make it hard to concentrate, even with the advantages of his metal form, where the electrical nerve impulses could travel free instead of the biochemical process of his human form. It was the reason he was faster in his armored form than in flesh.

That was it – his one chance. He could act quicker, his reflexes were fractionally better. He was still in terrible danger, but there was a glimmer of hope that somehow he could twist his body. Maybe, just maybe.

It may have been a trick of the eye, but it appeared that one spire in particular had more space around it than the others, as if the companion spikes surrounding it were drifting away. He chose to attribute this to his sister's intervention, and silently thanked her as he mustered all his concentration and gymnastic skill to twist his body towards this one fleeting chance. A meter before impact he shifted his weight slightly to the right, and reflexively stabbed out with his left arm to grab hold of the needle's point. Even as that broke off in his hand, he had punched into the stone a short distance below. It began to shatter, but by then he had been able to kick both feet into the rocky surface. He re-grabbed the sides, using his phenomenal strength to punch handholds.

Two long, six-inch deep grooves scarred the surface of the spire, bleeding off his momentum. He risked a glance down, at a lower level of spikes scattered beneath him. He felt if he hugged the side of this one, he would be safe, but it was going to be a tight squeeze. His handholds, however, failed him, as the stone suddenly splintered and gave way, causing him to arc backwards. Unable to free his feet, he found himself horizontal, with the points below coming directly for his torso. He thrashed his head around, looking for anything he could use to gain purchase. He lunged his seven-foot plus frame, a massive backwards double-fist smash into the nearest spire behind him. The stone shattered, but he was able to maintain his stretch across the chasm. The friction caused his armor to glow red hot, although nothing he was worried about – that was reserved for the sharp rocky spear he was speeding towards.

A soft "tink" told him he'd stopped just in time, the top of the spike just touching his back.

He pushed himself back up, and began to climb downwards. I am coming for you, Sorcerer. Let my strength be the sword that wreaks my sister's vengeance upon you.

"Dani!" Amanda called out, "Dani, wait up!"

The Romany woman was surprised at how fast the young Cheyenne was moving across the broken terrain, nearly a half mile ahead. She could not even be certain that the former New Mutant was ignoring her repeated calls; she may easily have been out of earshot at this point. Still, the witch knew she had offended her, and chose to believe that the lack of response was deliberate.

She had to catch up – it would not do to be separated in this place, when more monstrosities could come at any time. She felt unease at the thought of what she had to do to catch up, but felt she couldn't risk falling further behind. She closed her eyes, and initiated a teleport, vanishing in a circle of light.

Danielle, for her part, was still stinging from Amanda's rebuke - that she was unable to think of this as anything but a kamikaze mission. Perhaps, at the peak of her quantum powers, she might have the confidence to challenge the Demon Lord here on his own turf. But as she was now? With none of her mutant gifts, and only a sack full of Forge's gizmos and doodads and her own cunning to rely on, she did not think it pessimistic or defeatist to make plans for the worst case scenario.

She'd heard Amanda call, and considered waiting for her. At the moment, she wasn't sure she could control her tongue, and the land got less rough a little bit ahead, and it would be better to blow off a little more steam and reach that before facing her companion. And if Amanda wanted to catch up quicker, she could always teleport.

As if in response to her thoughts, a glowing white disc formed a few feet away. Instead of appearing normally, the Gypsy seemed to fall from the circle, landing heavily on the rocks. Scratch marks lined her arms, and a cut above her eye was bleeding profusely. Dani sprang to her side.

"What happened?" she asked, pulling out a small medkit.

The blonde was out of breath. "I was diverted to the throne room – Belasco, blast him, must have been waiting for me to try to teleport. I got jumped again by some nasties, barely pulled out another 'port." She winced as Dani wiped her cut with an antiseptic swab, then continued, "Listen, I'm sorry for what I said back there. I think we all underestimated him, and you're probably right about finding the bomb. I'm not sure how much use I will be if he can twist my best spell like that, but I want to come with you."

Continuing to administer first aid, Moonstar nodded. "OK. We can still look for the happy ending option – if there is one to be had. But first, we need to find Kurt and our failsafe."

Amanda agreed, "Finding Kurt should definitely be our top priority."

The two women made their way at a slower pace, keeping watch for attacks. A desiccated forest, withered and grey, rose before them, and a wave of dread overtook them.

"Hardly an inviting sight. Shall we go around?" asked the sorceress.

Dani's spirit rebelled at the perversion of nature. What should have been full of life, with vibrant colors, intoxicating scents, and sounds all around her was naught but a silent monochromatic haze, and only the stench of death assaulted her nostrils. "Have you been able to determine where Nightcrawler is?"

"I've been able to do some minor scrying, yes."

"And?"

Amanda looked sadly at the gloomy woods.

"Then the forest it is."

As they looked, flashes of light appeared amongst the fungus-eaten trees. They looked at one another and took off at a run.

It was Rachel's power effect.

Even as he thrust the knife, Kurt Wagner felt a momentary pang of regret that such a delectable morsel had to be dispatched so quickly. But even in the darkest recesses of Limbo they knew of the Starchilde, and the overwhelming power of the Phoenix was feared even by the mightiest demons in the splinter dimensions. Certain spells, certain bindings could throw up enough psychic static to blind its telepathic sight, but the effect was extremely temporary and the cost to the spell casting mage was high. It was justified, of course, because should the girl read the right thought, then all of the Master's careful plans would be for naught. And for that, Kurt knew he would suffer as much as any. He'd been dead a few times, and then plucked back by blackest sorcery to be tortured to the brink of death again, and that was an experience he hoped to postpone as long as possible.

Still, she was a very attractive piece of meat. Of course, even after she was dead, she would be warm for some time, and there were some foul rites that required such desecration. The former X-man would be delighted to offer his services to that end.

He thrust the poniard – anticipating the sound of it puncturing her skin and the ensuing coda of a death rattle and the sight as the shine faded from those emerald eyes. Instead, just as the blade should have been piercing the base of her flesh en route to that oh so dangerous brain, it stopped dead, as if hitting something solid. His eyes popped open, as he feared that he'd hit her skull, and saw immediately he was in trouble.

Rachel had broken off the kiss, and her green eyes blazed with fury as she seized hold of his knife with her will, trapping his tail along with it. She jerked it upwards, and he came right along as she spun it around in circles, building up momentum and then smashing him against the stone floor, leaving him far too dazed to teleport.

Her hand reached out like a raptor's talons, and she grasped him around the neck, pulling him to his feet and up into the air. "If I were going to let you live," she snarled, "you could tell Belasco that his little spell wasn't worth the cost. I could read you well enough to recognize your depraved thoughts, much as I wish I hadn't."

She shoved him against one of the remaining walls, hearing a satisfying snapping sound as several of his ribs broke. He spat up blood, and his eyes, though clearly concussed, showed his fear.

"But I'm not going to let you live." Her voice turned cold. "You don't deserve it, and I won't permit our enemy to have even so inept a lieutenant back."

With her other hand, she telekinetically pulled his knife and tail out in front of him, hovering in front of his groin. "I think I may enjoy this – cutting you up piece by piece, starting by the piece that you seem to enjoy the most!"

However out of it he may have been, this new threat triggered a panic as she felt his prehensile tail tugged against her mental grip.

"Oh, and by the way, the real Kurt is a much better kisser than that. Hell, I had pillows who kissed better than you."

She maneuvered the blade slowly and deliberately. Her telepathy was slowly returning. It was as if her brain were receiving a scrambled television signal, which would briefly coalesce into a recognizable picture every few moments. She hoped that by making him focus on his fear, she might be able to hear that "right thought", and thus they might finally gain the upper hand.

"Say goodbye to Little Bamf," she flashed a tight smile.

Behind her, a voice screamed. "Rachel! No! Have you gone crazy?"

An arrow streaked into the ruins, ten feet above her head, and it exploded with a phosphorescent glare, forcing her to cover her eyes.

There was a terribly familiar sound of imploding air, and the stench of brimstone reached her nose.

Damn it!

Amanda and Dani ran up to the debris, the latter having quickly nocked another arrow and holding it at a half pull, ready to fire one of the few non-lethal shafts in her quiver. She didn't know what was happening in those ruins – their view had been obstructed by the trees. They had both caught a glimpse of Marvel Girl – or something that looked like her – threatening someone else who looked for all intents and purposes just like Nightcrawler. Amanda had screamed his name in a panic, and she almost instinctively had loosed a flare arrow, hoping to separate the pair long enough to figure out just what was going on. The way Kurt had almost immediately teleported made her seriously doubt her decision.

"What the hell are you doing, Dani? You made me let him go! What were you thinking?"

Forcing down the stubborn streak that made her want to yell right back at the furious telepath, she instead took a deep breath and said, "I think that I screwed up. I take it that wasn't our Nightcrawler who just escaped."

"You're damn right." The redhead's anger was diminished somewhat by Moonstar's apologetic tone, but was still palpable. "And I had just about gained access to those perverted brainwaves of his when you popped that flashbulb in my face. And now he's gone, back to Belasco."

Dani concentrated on slowly inhaling and exhaling, "Listen, I'm sorry. I reacted without thinking. I saw two of my teammates fighting, and I couldn't tell which was which or why. And Illyana had told us once that Kitty Pryde had killed that evil version of Kurt Wagner."

Amanda spoke up, "Even if that were true, it isn't necessarily a permanent condition here in Limbo. Even if you disregard the various necromantic spells, time and space don't mean very much here. Although the consequences for mucking around with such things is generally high, so I never tried it myself."

"Wonderful," Rachel said, pinching the bridge of her nose, "So is there any way to beat them? With any finality, I mean? Are we going to have to face a legion of degenerate Fuzzy elves, and a horde full of that big purple demon thing?"

The sorceress shook her head, "Multiple versions of the same person threaten the integrity of the continuum, and that increases exponentially with time and proximity. Having several Kurts in the same area for more than a few moments could tear this dimension asunder. I don't think the Elder Gods would be pleased about that, if this is their best gateway back to Earth."

"I guess that's a relief." The young psychic had started to rub her temples.

"Headache?" asked Danielle.

"The worst," she replied, wincing. "Too strong for Tylenol. Hey Amanda, can you do something to circumvent whatever your predecessor did to short circuit my telepathy? This psionic static is driving me crazy."

"I can try."

Rachel managed a weak smile, "Thanks… I appreciate it."

Amanda etched a silvery sigil in the air with her finger, then walked slowly around the time-displaced mutant. She traced the same rune three more times, once on each side, and slowly an ebon aura became visible around Marvel Girl. There were gaps where light streamed through, and she pointed these out, "These cracks are were the spell is breaking down. I can try a quick strike against it, to make it shatter and fall away, but it's risky – I would have to hit it with nearly everything I've got and that could conceivably do major damage to you. With your permission, I would instead like to try a harmonic inversion. I would apply a small amount of magic, and then slowly feed some more, trying to get a cascade that eventually tears the shield apart."

"Please, do it. I feel like a huge piece of me is missing. I need my telepathy to find our friends. And, hey, who knows? If you-know-who doesn't know you've broken the enchantment, maybe I'll be able to hit him with a sneak attack, and reduce his frontal lobes to Jello."

The witch let out a silvery laugh, "That'd be a wonderful resolution to all of this. There's no way it would work, but it's a nice thought."

Dani smirked, "Now who's being defeatist?"

"Hush, I have to concentrate." She began to chant, in a voice that seemed wholly alien to her, mouthing words that did not seem as if they could be formed by a human tongue. She reached out and touched the mystical blackness that surrounded Rachel with her pinky. The aura rippled ever so slightly, and then some more as she lay her index finger on the edge. Beads of sweat formed on her brow, but the words of the spell continued to tumble relentlessly from her.

Dani looked up, and noticed a dark cloud forming high above them, out of what had been a clear, if bleak, sky. It billowed menacingly, gaining strength and size. She saw that Amanda and Rachel were too focus on breaking the enchantment to realize the danger.

She could feel the charge building, could almost see the bolt starting to form. She yelled out, and the world turned black.

"Why, Doug? Why would you join him?" Her voice quavered; his appearance shook her to her very core.

"What can I say? I've learned the power of the dark side of the force," Douglas Ramsey responded with a mischievous smile that made his eyes of solid onyx look even more out of place. He barked out a word of power, and the inverted pentagram on the amulet he wore flashed with an unholy green fire. His obsidian blade erupted with the same flames, a flickering sheath comparable to her own energy blades.

Holding one katana pointed at him, at the ready, she slowly crouched down to retrieve its mate, her golden brown eyes locked into his of jet-black. "Don't make me kill you, Doug, please. I don't want to lose you again."

"Oh, I have no intentions of dying, Pryde. And I've no intentions on killing you, either. At least, no more than is necessary to ensure your obedience to our Master."

With both swords active and crackling with energy, Kitty adopted a fighting stance. "You're awfully cocky there, kid. Especially considering you know what I'm capable of."

"The more appropriate term is confident."

"I guess we'll have to see which word is most appropriate. If you are Doug Ramsey, I know how important the proper use of language is to you."

She tried very hard to ignore the voice inside. Reason told her that whomever she faced right now, it couldn't be the real Doug. Her Doug was too good, too nice a person to be turned into this… this obscenity standing before her. Clearly the Demon Lord had cast some sort of illusion or had mapped the features of her late friend onto one of his pet demons or some other, similar devious plan designed to throw her off, to weaken her resolve and make her easy prey. For all she knew, if it had been Kurt here instead of she, it may have been his stepbrother Stefan he encountered. Jean Grey – or maybe an adult Franklin Richards – would be as stunning to Rachel, and for Piotr, it might be Mikhail. Or, she thought with a pang of jealousy, Zsaji.

But her heart whispered to her that she was just rationalizing, to make the impending battle easier for her conscience.

She gritted her teeth, "We may as well get this over with."

"Agreed," Doug said. He'd adopted his own stance, and moved towards her in a slow glide, his footwork sure and steady.

She thumbed the controls on her hilts, amping the swords to maximum stun. Best to get this over with fast, to incapacitate this impostor and get back to the real enemy. She leapt into the air, her first sword arcing towards him on the backswing. It was a feint, to make him parry and thus open him up for her other blade, but she was shocked as he calmly deflected the one with a deft flick of his wrist, leaving him ample time to block the second strike.

He followed up with a cut to her midsection, that, even though she was in a phased state, she danced back from it. She felt her abdomen burn ice cold, and looked down to see her vest had been sliced open, despite it being as intangible as she. The edge had missed her flesh - barely – but her intestines heaved reflexively.

This might be a bit tougher than she thought.

She renewed her attack, making slight adjustments to her style to accommodate the loss of her phasing advantage. She went on the offensive, unleashing a fury of strikes, forcing Doug back as he spun his sword around in dizzying circles to parry. She managed to trap his dark blade between her two briefly, and used the opportunity to throw a sidekick that sent him sprawling.

Not hesitating, she pressed on, following up with a devastating right-handed overhand blow, that Doug desperately raised his sword to block

On her down stroke, she flicked her wrist, changing the angle to more three-quarters. As she guessed, he was able to twist and intercept the blade aiming at his head, but the force behind it, amplified by its photonic field, drove his sword to the side, pinning it. She'd created the opening she'd desired, and plunge the katana in her left hand towards his midsection.

With surprising agility, the young man managed to roll out of the way of her follow up thrust, although he had to relinquish his trapped sword to manage the feat. He lashed out with both legs to knock her off balance, a seemingly futile gesture as he passed right through her intangible body. But even as she flicked her blade in the direction of his chest, he had sprung to his feet right through her body.

She spun around to face him again, her right hand sword swinging in an arc, but he'd danced back. He had the audacity to laugh, "I seem to have misplaced something there," he said, indicating his fallen weapon.

She hesitated a split second, remembering how Illyana had told her that it was her refusal to strike down an unarmed Belasco that had saved the remaining two-fifths of her soul.

In that moment, Doug's hand reached out, and his medallion flashed. The obsidian blade flashed, and then flew through the air right at her. She leapt to her right, dodging it, and when she resumed her fighting stance, her opponent was armed once again.

On his throne, the red-skinned Demon Lord let out a boisterous laugh, bordering on a psychotic cackle. His ring-laden fingers again measured out the staccato of mocking applause. "Excellent, excellent! Wonderful entertainment! Please, continue!"

Doug Ramsey saluted his master with his sword, and then turned to face Shadowcat, who glared at him with anger and hurt in her eyes. "You've pleased him. It's a good start. Maybe he'll remember this during all the times in the future when you fail him and he needs to chastise you."

Her thoughts racing, unable to see how this could possibly be one of her best friends and yet knowing with every fiber of her body that it was, she steeled herself. She took long measured breaths, seeking the correct frame of mind to be able to defeat him, trying to purge the anger, the insecurity, the fear. He was matching her, every slash and parry. And it wasn't that he showed exceptional skill, but he was instead able to anticipate her attacks with uncanny ability, as if she were telegraphing her entire fight. It clicked – he was reading her! Her body language – a use of his power he had shown hints of, but to this degree? It was truly astonishing, and daunting as well.

"I trust your doubts are falling away?" he spoke, "You know it's me, Pryde. You now realize how wimpy little Doug is able to cross swords with the super ninja girl and live to tell the tale!"

Kitty found her center. She had been giving away her attacks by subtle involuntary movements that she wasn't even aware of. Instead, she had to rely on instinct, let her reflexes hold sway – she couldn't give away what she didn't know she would do herself.

"Well, Ramsey," she said, "Come and get me."

"I've been waiting for you to say that for five years, Kitty." He leapt at her.

She knew he couldn't see it coming. His slash – he'd intended it as a feint – was caught on one sword, and then pinned with the second. Her leg, now solid, swept his from beneath him and before he had hit the ground, she'd struck his sword hand with one blade and plunged the other into his chest.

He hit the ground with a thud, the photonic blade's energy cascading around his body.

She kicked his dark blade away, and even that numbed her foot, but as she turned back, she was surprised to see Doug climbing to his feet.

"Ah, I knew you'd win! I knew it! I did my best, but, damn girl, you're good!" He was smiling, "I missed you, Kitty… and I'm so happy you'll be joining us."

She rolled her eyes, and deactivated her swords. Apparently he had some sort of mystical resistance, and they weren't going to be of any use. As much as she regretted it, she was going to have to beat him the old fashioned way. She dropped into a low stance.

Douglas looked over at Belasco, who nodded approvingly. Her former friend raised his cloak over his bowed head, and then, without warning, his amulet glowed bright as he stabbed out his left hand, index finger extended. Green lightning erupted, slamming into her, driving her to her knees. Writhing in pain, she didn't notice that the energy stream was solidifying around her, forming a magickal lattice that entrapped her.

The pain wracked her body, and she could no longer fight the encroaching darkness.

Nightcrawler felt he'd been walking for days, and the castle still hovered tantalizingly on the horizon. For all he knew, it had been days since he'd begun walking. Or it may have been mere hours. He was beyond weary, but not sleepy. He was bone tired, and the yellow and black box he carried – their final resort - tugged at his leaden arms, but still he felt no urge to set up camp. Not that he dared sleep out here, not knowing what infernal denizens might be creeping about. He took a few bites of a high calorie nutrient bar, even though he didn't feel hungry.

Before him now lay a vast desert, with rolling dunes under a blazing red sun. He hefted his pack, gauging the water level inside the bladder within. Not full enough, he feared, and his indigo fur made the thought of crossing that expanse particularly daunting.

"I suppose I should have asked Amanda to install air conditioning. Not that Belasco would have been so charitable as to leave it running – especially since he's not even allowing night to fall." He knew the joke was especially bad, but he needed to keep his own spirits up.

As his left foot touched down on the scorching sand, the landscape seemed to shimmer and change. He thought it nothing but a mirage, as brown colored spikes seemed to burst forth from the ground a short distance ahead. But they continued to grow, shooting hundreds of meters into the air, and rising fast.

His ribcage ached suddenly, as if in response to this strange materialization. A quick test of his pulse found it to be slow and steady, and lacking any other symptoms he decided that it was not his health that was the matter. As an itching sensation began to manifest in the middle of his chest, he surmised that the Soulsword was the cause, as it responded to the goings on before him.

His eyes were drawn upwards, up above the jagged tips of rock that had finally stopped their ascent. A flickering light was plummeting towards the spires at incredible velocity. Something highly reflective, by the look of it – a meteorite, perhaps? Space debris? He quickly reconsidered, realizing it was foolish to expect natural phenomena in this world of Sorcery. Choosing instead to shave with Occam's razor, the most likely source of reflective material in a dimension that regarded most metals as anathema was his teammate, Colossus.

Kurt knew that even if he were permitted to teleport up there, there was nothing he could do to save his friend. Peter would normally survive such a fall, but those stony points would certainly change that. He watched helplessly, knowing it would all be over in mere seconds.

To his surprise, the metallic skinned man somehow dodged a spire, and fragments of rock exploded around his descent. There were tense moments- as Kurt could barely make out that he almost got impaled on a lower spike – but soon the huge Russian was climbing down under his own power.

Forgetting himself, he teleported over there, and was surprised when he did in fact materialize right underneath the descending mutant. "Peter!"

"Kurt, my friend! You're alive!"

"And unharmed, relative to you, it seems. You gave me a bad fright there." Nightcrawler laughed, putting down the box he carried in order to hug the large man.

"Me, also." Piotr smiled. "But my little snowflake helped me! She lives, Kurt. Illyana Nikolievna is alive!"

A surge of joy filled his heart, and he could swear he felt the sword within him start to dance. "That's wonderful, Peter! Where is she?"

"I do not know where – but she spoke to me, she slowed time to allow me to escape Belasco's deathtrap." His honest face radiated his excitement. "We must find her, and Katya and the rest. Then we will visit a fitting justice on that evil man who calls himself Lord of this foul realm."

"I am sorry, Logan. The path to Otherplace is barred to me. And even if it were in my power, I would not aid you. Your presence would cause their quest to fail, if it has not already."

"Listen, Doc, the cheap suit here and I are gonna make it there one way or another, so why don't you jus' twiddle yer fingers and send us there?"

"The matter is closed. I bid you farewell."

The two appeared in an alley behind the Bleecker Street residence.

"Well, wasn't he the cheerful sort?"

"Stuff it, spyboy."

"Where next?"

"We try to catch up with Forge."

"And if he refuses?"

"I dunno, maybe I'll ask Victor von Doom. I'm makin' this up as I go along. You got any better ideas?"

"Not a one."

"Then will ya please shut up?"