Ultimate X-Men:

Issue 55

The Beginning…

"I can't wait for you to meet her." Peter said almost bouncing on the balls of his feet. Alex smiled up at the very large man.

How he hated looking up at people.

Alex was six foot two and was the tallest member of his group, the only other person to come close was Conner and he was only an inch shorter than Alex. Alex watched the man stand on his tip toes and Alex crossed his arms over his chest.

He felt weird being in these cloths. Alex usually wore his battle outfit that he had worn for years before coming to this time. But today he was wearing a pair of blue jeans and a dark red button down long sleeved shirt. The jeans he could live with, they actual seemed more comfortable and more moveable than his leather pants, but the shirt… that was stifling.

Peter on the other hand was wearing cargo pants and a tight light yellow t-shirt. The man could make anything look classy. That bothered Alex as well.

He smiled instead.

"There she is!" Peter jumped into the air and waved. "Illyana!"

Alex smiled as a little girl walked through the crowded airport. Illyana must have been no more than six, but she had all the confidence of a grown woman.

"Piotr! Piotr!" Illyana squeal as she saw her older brother. The girl picked up speed and final burst into a run and when there was a clearing of people. Peter laughed with his little sister's giggles and threw the girl into the air just to catch her again.

"Ah, my little snowflake!" Peter said as the girl wrapped her arms around Peters very thick neck.

"You've gotten skinny Piotr!" Illyana scolded her older brother. "Mama would not be pleased."

"Skinny?" Alex laughed. If Peter had gotten skinnier since joining the X-Men he wondered how big Peter could get.

Illyana looked behind Peter and pushed her lips out. "Who is he, Piotr?" The girl asked. Alex nodded a hint of disappointment in the girl's voice.

"Ah, Snowflake, this is a very close friend of mine and an X-Man, Alex."

"Piotr has written about you." Illyana said as Peter turned around and walked closer to Alex. "Peter likes you." She giggled as she watched the tall man blush.

"Illyana, I like all my friends!" Peter said, blushing an even darker red than Alex.

"How about we get back to Xavier's!" Alex said turning around a walking towards the exit. "We can pick up some of our other… friends before taking you out."

Illyana watched Alex walk away and then peter quickly followed.

"I like him, Piotr." Illyana said with another giggle.

"I do too snowflake. Me too."

The X-Mansion:

"This is unacceptable!" Xavier roared. Scott almost jumped when the older man brought his fist down on the huge solid oak desk.

"Sir, there wasn't much we could do." Scott said as he stared at his feet.

"Not much-" Xavier's eyes almost bugged out of his head. "Scott, you let Iceman run off out of the team in affect kidnapping Nightcrawler and causing him harm. Rogue has abandoned the team along with two mutants from the future!" Scott flinched as Xavier continued his list.

"Wolverine is MIA while Storm, Wild Child, and Tempest went after them! You have in essence gutted our team! What if Magneto decided to attack?"

"Magneto?" Scott asked. "But sir… he's in prison."

"Bah!" Xavier spat. "That man is like a cockroach." Xavier exhaled and looked at his desk. He shouldn't be yelling at the child, he shouldn't have expected so much from a child.

"Professor I –"

"Please leave. I have work I have to do."

Without anther word Scott turned around and walked out the door, closing it behind him.

In the hall stood Jean, Warren, and Bobby. No one said anything as Scott just stood there, not even saying anything. Jean held out a hand and felt the young man tremble when she touched him.

"Scott, I –" Bobby began but Scott moved like lightning, cutting him off.

Bobby blinked nothing realizing what had happened, but somehow Bobby wound up on the other side of the hall, Scott pressing his elbow up against Bobby's neck.

"If you ever-" Scott growled.

"Scott!" Jean yelled rushing over to the two mutants. "Scott!" Jean tried to pull the man off of Bobby but he was too strong.

Warren just stood there, dumbfounded at what was happening. This was something that Wolverine would pull, not Scott.

"Fine!" Jean yelled again, this time mentally pulling them apart, slamming Scott on the far wall. "If you plan on acting like children then I will treat you like children!" Jean stood in the middle of the two mutants. Bobby sliding down the wall, too shocked to do anything. "Colossus's little sister is coming to visit, I want everything to be perfect so at least someone on this damn team can be happy!"

Jean mentally let go of Scott, who hadn't even realized she was still holding on to him, and he too slid down the wall, grabbing at his throat. Scott had felt like she was going to cut off all his air supply and she either didn't realize it or she just didn't care.

Jean narrowed her eyes at the men and walked down the hall, flicker her red hair over her shoulder. Warren stood in the middle of the hall, not knowing who to help first, Bobby who looked to be more dazed than hurt, or Scott, who looked like Jean hurt him.

"Remind me not to get on her bad side…" Warren said walking closer to Bobby since he was the first person that he could reach.

"Welcome to the mansion, Illyana." Alex said looking into the back seat of the mercedes benz. Illyana and Alex had talked the entire way from the airport to the mansion. Peter smiled that his little sister and his friend were getting along so well.

It was the best news that he could think of.

Peter pulled up the round drive and stopped at the front door of the mansion. As soon as Peter put the car in park and opened the door to the car the door to the mansion burst open.

Jean, Kitty, and Kurt were the first three teenagers that walked out of the house to greet Peter and his little sister. Alex opened his door to the car and closed it, turned to open the back door and let Illyana out of the car.

She jumped out and Jean was the first one to reach her. "Hi Illyana."

"Hi Jean!" Illyana said remembering the woman from the first time that they had met. Jean looked a little surprised but scanned the girl's memoires.

"You do remember me!"

"Of course I do silly!" Illyana giggled.

Peter picked Illyana and she wrapped her arms around his neck looking at the others that were with her.

"Illyana I would like to introduce you to Kurt and Kitty."

"Hi" Kitty smiled at the little girl.

"Hello little one…" Kurt smiled at her.

Illyana almost pushed herself back when Kurt held out his three finger hand to her. Kurt stopped and pulled his hand back, looking rather upset.

"Illyana… Kurt is a friend."

"He looks like a monster…" At that Kurt looked down at his feet. Jean placed a comforting hand on the man's shoulder and he brushed her off.

"Illyana!" Peter said.

"It's okay Peter, I… I understand." And before anyone could say anything Kurt disappeared in a puff of smoke and the smell of brimstone.

"Illyana! That wasn't very nice!" Peter said holding the girl out and giving her a stern look. Illyana looked sad and squirmed, indicating that she wanted to be put down.

"I'm sorry, Piort, but… he reminds me of the monsters in my dream."

"Come on…" Alex said walking up the stairs to the house; let's get our stuff and go."

"But what about Kurt?" Peter asked following Alex up the stairs.

Slowly, bit by bit everyone walked into the house, seemingly forgetting about Illyana who just stood in the drive.

Illyana wasn't worried about it, it seemed more of late that people tended to forget about her, she didn't fully understand it, but it was like she simply just ceased to exist to her family and friends. It was at those times she started to hear the voices.

Illyana… A voice so soft she almost didn't hear it.

Illyana looked around the front yard and didn't see anything then there was a flash of light and she giggled as she skipped towards the flash of light.

Illyana… follow my voice Illyana… I want to show you paradise.

Illyana giggled as she reached out for the soft light that kept flicker in the middle of the hard. As he hand touched the soft glowing light she disappeared and a white disk appeared on the ground where she had been standing.

Alison Blair was walking around the grounds of the mansion, thinking about what was going on with her life.

It was strange, she hated being here, but at the same time she felt like this was a place she could call home. Also things started to get good. Rogue leaving, with an older man. These future X-Men… and Alex and Colossus… now that was hot.

Alison turned the corner and came upon a scene that confused her. All she saw was a little girl standing in the front lawn, by herself. Alison thought she knew who it was, the only little girl that it could possibly be.

Peter's little sister, Illyana.

But why was she alone and why was she walking like that. The girl looked almost like she was being possessed.

Wait a minute! That light! What was that?

Before Alison could say anything the little girl reached out and touched the shere of light and she disappeared!

"Hey, girl!" She yelled running towards the bright light as it disappeared! "X-Men!" Alison yelled as she ran into the light before it disappeared.

"Kurt, I'm sorry for what Illyana said… that is… not like her." Peter said trying to talk to his friend. Alex and Peter went to search for Kurt while Kitty went to get her things before leaving.

Alex had said that they were going to go to the mall to buy some new cloths and she needed to exchange something that she had bought a few weeks ago. This was the first time that she had managed to get a ride to the store.

"Don't vorry about it, Peter." Kurt said looking a little hurt. "She is young… she was… come avound."

"Well you at least lock up behind us?" Peter asked looking rather said.

"Yes." Kurt said getting to his feet and sending a smiled at his friend.

The three men walked out of the kitchen and down the hall to the main door.

"Wait!" Alex said stopping in his tracks. "Something… isn't right."

"What's-" Peter began to say but Alex shushed him to silence.

"Oh my god!" Kitty almost screamed from the front door.

In a flash the three men ran into the other room to see what was happening.

"She... she just disappeared!" Kitty yelled pointing out the door.

"What happened? What happened?" Bobby ran into the room, iced from head to toe as Iceman.

"I saw Alison run into that light and disappear!"

Alex looked out the front door and saw what Kitty was talking about. There was a small ball of light slowly getting smaller and a white light on the ground also getting smaller.

"Come on!" Alex yelled as he jumped into the air and flew towards the ball of light.

"Alex!" peter yelled as he charged after the man.

"Vhat about the other's?" Kurt said as he looked at Bobby and Kitty.

"I don't think we have any time blue-man!" Bobby said as he grabbed ahold of Kitty and then Kurt. "Port us!"

Without a second though Kurt did what he was told and disappeared in a pup of orange and yellow smoke just to reappear in the same smoke right before the glowing sphere.

Alex flew right by the three and into the hole, disappearing. Peter charged in right after the man. The three remaining mutants looked at each other and nodded. As one they all reached to the glowing ball of light and disappeared.

Somewhere, nowhere:

Alex opened his eyes and stared at the floor. It was cold and hard, too hard for some reason. He pushed himself off the floor and shook his head. He felt like someone had hit his head with a baseball bat.

Looking around the room he looked confused. Where in the Hell was he?

The hall he was in was very dark, the only thing that was lighting it was a torch made out of a globe of fire. The wall looked like it was carved out of stone, but what it was carved into he couldn't tell.

It looked… evil. This whole place felt evil.

Alex got to his feet and realized that he was wearing his battle outfit.

When did that happen? Alex looked down at himself and brushed the dust and dirt away from him. After a moment he smiled to himself and mentally thought about being clean. Then all the dust on his cloths lifted off his body and blew away in the wind.

"That was easy." He said.

"Yes, a little too easy." A voice answered back.

Alex's eyes went wide as he quickly looked around. He wasn't very good with his mental powers yet, but he knew when someone was approaching him. This person he couldn't feel.

"Who's there?" Alex called out and out of the shadows Kurt appeared.

"Kurt!" Alex said, sighing in relief. "Thank goodness it was you! Do you have any idea where we are?" Alex asked turning to give his full attention to the mutant. Kurt smiled at the man and folded his arms across his chest.

Kurt didn't say anything as he approached Alex. As Kurt walked further into the light Alex finally realized that something was wrong with the man. He wasn't wearing anything that Alex could recognize and the man walked in a funny manner, almost as if he had been twisted for years and years.

"Kurt are you – KURT!" Alex feel backwards as Kurt pushed Alex to the ground and jumped on top of him, forcing Alex's jacket off of him. The jacket didn't come completely off before Alex hit the ground and his arms were pinned behind him.

"Stop this! What are you doing?" Alex yelled as Kurt straddled the young man.

"I thought you were happy to see me, Alex." Kurt purred with his voice. The man's tail whipped back and forth as Kurt's hands went to left Alex's shirt up his stomach.

Alex couldn't do anything, he had no idea why Kurt was doing this and Alex felt powerless to stop him.

Stop him! A voice screamed in Alex's head.

"Stop it!" Alex yelled as he mentally pushed Kurt off of him so hard that Kurt slammed into the ceiling above them.

Alex quickly got to his hands and knees and tried to push himself up but stopped when he felt something on his back. Alex looked up and saw a red leg right in front of him. Alex could only assume that the other leg, and foot, was what was keeping him on the ground.

"Welcome, child." A deep dark voice echoed in the hall. "My name is Belasco."

Iceman and Shadowcat were standing in the middle of a dark hole standing rather close to each other.

"What is going on?" Shadowcat whined as she looked around the dark room.

"Shush!" Iceman hissed as he watched the room, something was out there, he just didn't know what yet.

A bright light zoomed past them and up the far wall making Shadowcat scream.

"What was that!" She yelled clinging to Iceman.

"Getoff!" Iceman said pushing the girl off of him. Iceman took a few paces away and watched as more of the light sphere's zoomed across the floor. Some moved in weird patterns while others stayed in place.

Something crawled across the floor and walked into the middle of a yellow sphere and suddenly disappeared. It just as quickly reappeared in another sphere across the hall.

"I think these tele-" Iceman was cut off by a high scream. He quickly turned around and saw that she was being pulled into the wall by at least a hundred green tentacles.

"Kitty!" Iceman yelled as he shot a beam of ice towards the thing that was dragged her across the floor. When the beam of ice hit, it froze a few of the tentacles, but they were quickly replaced by just as many more.

"Bobby!" Kitty screamed, eyes wide with terror. "Help me!" The creature was going to drag the poor girl into the hole in the wall and Bobby had no idea what to do.

"Kitty! Phase!" Iceman yelled as he shot another blast of ice energy.

Shadowcat was too terrified to use her mutant powers; this was something that she was not trained for! She was going to die.

I'm going to die!

"Try this!" Iceman yelled as he shot a huge amount of energy at the base of the creature, right near the wall. He continued to pour all his energy into the ice beam, freezing the creature.

The monster stopped moving and Shadowcat quickly used her mutant powers to phase though the tentacles. While the woman fell to the ground Iceman ran up to the frozen creature and smashed it at the wall.

A scream could be heard from the other side of the wall, but Iceman didn't wait to see what would happen as he quickly pulled Shadowcat to her feet and they both ran to the closest glowing sphere.

Somewhere else:

Belasco stood in the center of a large room. He towered over everyone in there. Alex was frozen in place in a crystal like substance.

"There is no use fighting it, Alex." Belasco said in his deep dark voice. "The crystal jams your mental abilities, making it impossible for you to escape.

Alex slammed his fist against his crystal jail and screamed at the man, but he just laughed at him.

"Also, it's sound proof." The man laughed. "Doing that will just tire you."

"Slave!" Belasco said as he watched Nightcrawler reach out for Illyana who seemed to be perfectly fine. "You presume too much! Begone!" The demon yelled as he waved a hand and Nightcrawler disappeared.

Belasco laughed as he watched the horror in Alex's eyes. "Yes, I know what you're thinking. That is Nightcrawler… reshaped body and soul to by my servant." Belasco turned and his blood red cape bellowed from the force.

"What am I?" He asked the air. "I am a sorcerer who serves the Dark Ones… I… I tried to open a gateway between the dimensions and something… happened."

Alex smiled at the confession. So he wasn't all powerful.

"Both you and Illyana are my means of getting out of this Hell and completing what I started! Belasco held out a hand and it began to glow. "S'ym! I have need of you!"

In a flash of purple light a huge purple demon appeared. Alex almost gasped at the sight. The thing was bigger than Michael and looked to be more powerful as well.

S'ym stepped on the bones of a corpse that was in the far side of the room and looked down as his feet smashed them into dust.

"What happened to the light bulb?" The creature asked as he walked closer to the Belasco. "I wanted to… play with her some more."

Belasco smiled as his golden eyes narrowed. "S'ym, you know Dazzler couldn't handle anymore of your… playing. I put her out of her misery." Then he turned his red horned gaze onto Alex.

"See, I am not without my kindness."

Belasco held out his hand and smiled. "Let's play a little—" He stopped as his eyes went wide. "But how?" He asked pulling his cape around him.

"Boss?" S'ym asked but Belasco waved his hand and the creature disappeared.

"I will figure out how you broke my spell, little one. In the meantime…" Belasco pulled something out of his pocket and looked at a shiny golden medallion and then turned his attention to Illyana.

"A token of my… love. This medallion is empty now, but when you have grown into a woman and learned the full measure of the arcane arts; when at last all five Bloodstones are in their proper place, you will ascend to a glorious destiny!" Belasco's laugher filled the hall.

Alex watched in horror as the demon placed the necklace around the little's girl neck.

Up in the air, on a ledge overlooking what was going on, Nightcrawler was sitting down in the darkness watching everything that was happening.

What is happening here? He thought to himself. And where are the others?

Nightcrawler heard something in the distance and quickly ducked further into the shadows, his eyes widening at what he saw.

His other self, walked down the dark hall humming something that sounded familiar to Nightcrawler but he couldn't quite make it out.

Without thinking Nightcrawler teleported in front of the demon version of himself and punched with all his might. His other self didn't even have a chance to fight back.

Alison walked down the dark hall and looked around at everything. How on earth did she get herself sucked into these kinds of things? At once all the lights in the hall went out and Alison screamed, pushing herself up against a wall. She felt something had against her, something besides the wall and felt reached out we her hand.

She felt a… foot.

"Come on, girl!" She cursed at herself. "you got powers, use em!" With that Alison held out her hand and summoned her powers, she hummed to herself as tiny balls of light formed in her out stretched hand.

She screamed and her tiny light burst into a small sun, lighting the hall in every direction for as far as she could see. The foot she had been touching was Colossus. He was in his metal form, but his chest was messing and he seemed to be fused with the wall.

"Tin Man!" Alison yelled, tears welling up in her years. "Why?" She yelled, she didn't know if it was because of him crying or if it was for her fallen friend.

"This is why you don't make friends…" She whispered.

"It's not like you're gonna need them." A dark voice said behind her.

Alison quickly turned around as the lights burst back on and S'ym was standing right in front of her. Alison screamed again as she sent a ball of light towards the demon and it giggled.

"That tickles, Light Blub."

"Dazzler, get down!" Colossus yelled as he ran towards the creature and crashed into it at full speed. S'ym was caught off guard and fell back into the side wall.

"That hurt." Colossus said looked back at Dazzler, her eyes wide, tears filling them. "Dazzler, don't cry… I'm fine."

Dazzler shook her head as she pointed towards the wall. Colossus looked at the direction that she was pointing and his jaw dropped.

It was him… dead.

"Oh my –"

"S'ym will kill you for that, metal man… Again." Sym said as we a huge burst of speed that no one thought was possible S'ym grabbed Colossus throat pushed him up against the far wall.

"Dazz-" Colossus tried to say, but the demon was coking the life out of him.

Dazzler quickly gained her wits and narrowed her eyes. Dazzler was mad now, madder then she had been in a very long time.

She began to hum and her appeared in her hand, after a moment she quickly started to shout and the light started to get brighter and brighter. Finally Dazzler jumped on top of the demon and slammed her fist into his face, blinding him for a moment.

"Colossus, now!" Dazzler said as she jumped off the demon and landed on her feet to the side of the demon.

Colossus coughed and quickly put his knees to his chest and shoved with all his might. S'ym was caught off guard again and fell backwards, this time on one of the white disk that kept flying about on the ground.

"Omigod! Peter!" Dazzler said tears filling her eyes again as she jumped into Colossus arms. Colossus coughed at the sudden embrace and Dazzler blushed, jumped down out of Colossus embrace,

"If you tell anyone!" She said looking at the man, her face turned so red that Colossus that the woman was on fire.

"Not a word…" Colossus smiled. "You know… Alex was right about you."

Dazzler turned around to look at the man. "What?"

"You could be something… amazing."

"Ah!" Shadowcat yelled as she entered the light and ran towards the two mutants. "Am I so glad to see you!"

"Kitty!"

"Colossus!" Iceman said as he appeared out of the shadows.

"Where did you come from?" Dazzler asked.

"Bobby figured out how to use to the portal stones." Kitty said pointing to one of the light disk that was zooming across the floor. "Come on, we think we figured out how to get out of here."

"I'm for that!" Dazzler said as the four of them walked into the closest light disk.

The four X-Men reappeared in a round room all looking at Phoenix who was in a block of crystal.

"Alex!" Colossus yelled as he took a step toward the young man.

"Ah, the X-Men…" Belasco mussed. "We finally meet." Belasco snapped his fingers and said, "Nightcrawler! To me!"

Without a moment to spear Nightcrawler appeared and bowed at Belasco's feet.

"Nightcrawler, I want you to –" Belasco never finished what he was going to say because Nightcrawler tripped the demon from under his feet and he hit the ground hard.

"X-Men! We have to help-" Nightcrawler was pushed back by a force that he didn't see and landed in the center of the other X-Men. In a flash they were surrounded by so many demons that Nightcrawler no longer looked out of place.

"What can we do?" Iceman said as his hands began to glow.

"The only thing we can, ice-cube!" Dazzler said, her hands glowing as she spoke.

"There is no hope for you X-Men!" Belasco said as he got to his feet a laughed. "You all will be destroyed!"

No! A mental yell filled the air and all the demons including Belasco fell to their knee's screaming in pain.

"What's happening to them?" Colossus asked as he looked around in wonder.

"Look…" Kitty said pointing in the direction of Alex, who was still trapped in the crystal, but it was glowing a bright yellow color.

"No!" Alex yelled as the crystal burst from the inside out and he fell to the ground. "I will be free!"

"How?" Belasco moaned as he tried to get to his feet.

"We need to run, like now!" Alex said quickly getting to his feet and running past all the demons.

For the first time Colossus noticed his little sister and gasped. "How could I have forgotten you?"

"It wasn't you." Alex said as the group rushed over to get Illyana before the made their way to one of the glowing disk. "I think it's this place… it calls to her."

"But why?" Dazzler asked?

"Because!" Belasco yelled as he finally got to his feet. "The girl belongs to me! She was natured by me! To be with me and to help me!" The demon was getting irate as the entire room began to shake.

"I have no idea what you did, Phoenix, but you made something or someone very made." Nightcrawler said as the ceiling began to cave in around them.

"To the nearest teleporting disk!" Iceman said as the group ran to one of the zooming teleporting disk.

The entire group seemed to make it as one and they slowly began to disappear as more of the ceiling fell on top of them.

"No!" Belasco yelled as he reached out for the nearest body. He grabbed Illyana and pulled with all his might.

"No!" Illyana screamed as Belasco pulled the girl out of her brother's arms. "Help me!"

"Illyana!" Peter yelled as he dove for her, but it was too late he could no longer reach out of the portal, he was cut off. Kitty was closer and reached for the girl just in time. Illyana screamed again as Kitty pulled with all her might.

"Somebody help me!" Kitty groaned as she pulled. "He's too strong!"

"Piotr!" Illyana screamed as Kitty fell backwards, without the girl.

"ILLYANA!" Colossus yelled as the group disappeared fully from that awful place and reappeared back in the front lawn of the garden.

Jean burst out of the house with Scott and Xavier just as the group reappeared. Jean's eyes stung with tears as she crossed the lawn and the pain that hit her made her stop. Each and every X-Man on the lawn felt like death walking, she had no idea what had happened.

She had felt it just a second ago, the disappearance of Illyana and she summoned what X-Men she could find at the moment. So how could so much have happened in just that split second, how could…

"No…" She moaned as Scott and Xavier joined her.

"How could this happen?" Xavier said as he wheeled himself to the center of the lawn.

Nothing else could be heard but Peter roaring over and over again for his little snowflake.

The End.