Again, I'll apologize for the BIG gap between the updates for this story. I've been at this last part for most of a year and a half now. What can I say? Life sucks.

Anyway . . . have fun. OH and I'm done with the X-men, the regular series I mean. The stories suck, they've brought back Jean and killed her again, House of M was kind of stupid, not one of Bendis's finer moments in my opinion. Civil War is kinda nice though. Although the X-men got a fail bit part in it.

Disclaimer: I don't own the X-men. Marvel does. This story is mine! Inspired totally by the Age of Apocalypse (the original crossover from 1994/1995. I hated the recent miniseries.)


My Immortal III: Even in Death

The X-men lay scattered across the field, and in various parts of the Tower. No one had been spared, not even Apocalypse's forces. Emma Frost slowly got up looking around her. She rubbed her head, and silently cursed the two Summers brothers. . . Their stupid power play had knocked down all of them, as well as destroying the walls of the Tower and Power Supply. She brushed off the dust on her spotless white leather dress. On top of Kevlar of course. . . showcasing was all well and good, but she had to be prudent as well. She adjusted her elastic headband, white of course, and looked around. She was inside the Tower proper then. . . and somewhere near the Infirmary form the slightly dusty signs she could see. Light flickered on and off. . . the Power Supply had been effected it seemed. Not much of the infirmary would be left now, especially considering the amount of damage everything else had taken.

She moved slowly. No one else was in this area apparently. She headed for the Infirmary. . . perhaps that woman Cyclops had told them about. . . the doctor at the infirmary, perhaps she was there. If so Emma could rescue her, as well as get more information on the Towers weak points. A doctor could tell a lot about the relative weaknesses of her opponents. Emma walked forward somewhat boldly. She was in no hurry to be attacked, but she wasn't avoiding it either.

A stone moved and a hulking figure suddenly loomed before her. Emma shrank back, until she realized it was merely one of the lower level mutants. Low-powered even for a beta class mutant.

With a dismissive wave of her hand Emma shut off the mutants mind. No sense in wasting time with cannon fodder. The mutant had caught her slightly unawares though. It had gotten up rather quickly. Emma decided she'd move a little more cautiously.

She stopped suddenly hearing footsteps coming from the direction of the Infirmary. She steeled herself as the footsteps grew louder, and then relaxed. It was merely Psylocke and Helena. Helena seemed agitated.

"Emma? Oh good. . . I was wondering if we'd find anyone else. . ."

Emma didn't particularly care for Psylocke, and she knew that Psylocke didn't much like her either. They were too alike, for either of their liking.

"What's the matter with her?" Emma asked indicating Helena and the growing agitation on her face, and in her movements.

"Cece is missing! That's what's wrong!!! We wanted to go look for her, but the Infirmary is trashed, and she's gone!" Helena sounded agitated as well. Emma didn't exactly understand. Perhaps the doctor had escaped after the ruckus caused by Havok and Cyclops. She said as much, but Psylocke shook her head slowly.

"No. . . it was cluttered from before the. . . altercation, and apparently the doctors been missing for a while. There was no psychic residue of anyone having been there for a while." Emma stared at her. . . psychic residue? She had never known that Psylocke could sense things in that manner.

"Well. . . then I suggest we look for her. . . she can't be all that far away." Emma took charge quickly, and the Helena immediately took point. Psylocke seemed a little ruffled, but Emma had taken the upper hand, and she had to follow quietly. Emma had to be on guard though. She had a small position of superiority, but Psylocke could quickly change that.

"The way to the Dark Beasts lab is blocked, but the way to the elevators and stairs is here. We should be able to get to the security headquarters from one of the elevators. Chances are we'll find Cece there, if she's been taken for protection from the attack."

Emma and Psylocke followed Helena deeper into the Tower. Psylocke kept on frowning and looking around. Emma wondered what was bothering her. She wondered if it was prudent to play one of those 'power' games she and Psylocke indulged in from time to time. . . Then again, maybe she'd be the winner when it was all over. She felt a slight buzz, and then a hint of something familiar, but when she looked around there was nothing. She saw Psylocke frowning at her, but she looked away. She didn't want to concede any weakness to the woman at this moment.

The large bay doors of the elevator were up ahead. Helena had stepped up to the smaller elevator doorway quickly and was already pushing some buttons. The doors opened and Helena gestured them inside. She seemed to be in a hurry.

"Are you sure that this isn't a trap or something? I mean Helena, you can't remember codes from before you left, and even if you do. . . they'll surely have changed them by now." Psylocke seemed agitated now, and even Emma was feeling a little annoyed. Helena answered them quickly.

"This doesn't need a code; it's just an ordinary transport elevator. All I did was set it's co-ordinates to take us to the security area. This elevator goes to most of the regions in the Tower, other than some of the high security ones." Helena stood tapping her heels. Psylocke put a comforting hand on her friends shoulder. Emma sighed and looked around the elevator as it moved. She wondered if it was a good idea to use anything that required power. Who knew what was happening outside? One of their major goals was to disable the power to the Tower. She didn't want to be trapped in here. Then again it was unlikely they'd remain trapped long with Helena's power over the molecules around her, letting her heat them, or cool them, and then manipulate them. Her powers had a vast scope, and Emma knew Magneto was hoping to one day take her as far as she could go. . . She wondered if that was the reason Bennet du Paris had taken her as a lover. He had always liked power. Had thrived on the power he could suck from others. Someone who could potentially create vast amounts of energy would be the perfect ally for him.

The elevator halted as Emma mused, and they got out, and then Psylocke stopped.

"What the. . . this isn't what the security area looks like? I've been there, I know!" Psylocke looked around. Emma took in her surroundings as well. They were in a dimly lit hallway, although it seemed that in this case, unlike the infirmary below, it was meant to be dimly lit. At the end of the large hallway was a large set of doors, seemingly carved into the walls, almost seeming to be one with the walls.

"No. . . you're right. . . this is. . . something else." Helena seemed unsure. She looked hesitant and then suddenly conviction grew on her face.

"No. . . I know where we are. Come this way. I know where to go from here." Helena moved forward purposefully, and Emma and Psylocke had no choice but to follow. The doors opened before them, opening into a large room, with hollows carved at fixed distances, and art pieces affixed in every hollow. What was this? Emma looked around feeling a sense of déjà vu. The room reminded her of something. . . but what?

"Where the hell is this? Helena?" Psylocke looked around at Helena, and the room. It seemed surreal that something so beautiful should exist in a place like this. Paintings form revered artists from before Apocalypse's time, and priceless vases from days long before that as well. Emma was not exactly the connoisseur of art, but her youth spent in the Hellfire Club had taught her some things. . . Sebastian Shaw would have owned something like this the thought came almost unbidden. The thought of the mutant she had once shared rule over the Hellfire Club with brought back memories that she wanted gone. A child she had been then, thinking herself powerful enough to rule the men and women there. Her powers had worked on most. A few had known her secrets though. Selene, her fellow Queen, Sinister, her white King. . . and her lover, the man who had known her most of all, who had penetrated her secrets as easily as a babies. Exodus. A telepath of power as strong as she, and a man who had known everything about her, as well as how to seduce her so thoroughly she had not even noticed his trap until Apocalypse's attack made it possible for her to know.

She sighed, thinking of days past. Exodus was out there somewhere; she had seen him before Cyclops and Havok had let loose. He. . .

Emma's eyes widened as she realized the one person who would have kept art. A Hellfire Club member, and one who appreciated beauty and Art. Sebastian Shaw had been one, as had Exodus. And Sebastian Shaw was dead, killed when the Hellfire Club was demolished.

"How perceptive my dear Emma. . . I always knew you were much more than a child, even when it was obvious to me that you were merely a child. And yet you handled yourself so well. . . very few of us back then even knew of your true power and you cunning and guile. You could have so easily been one of us Emma. . . if only Apocalypse had waited; you would have been a perfect ally to him." Exodus walked slowly across the room, his hands folded behind his back. He looked more like he had in the old days now. He had shaved off most of the beard and sideburns, and his pony tailed hair was open now, falling in sleek waves to his shoulders. He was beautiful, as always, and deadly as always.

"I now have another to amuse me though. A foolish thing, bringing her here, back to me, where my influence is beyond anything you could imagine. I took her as easily as I hid myself from you. With your pre-occupation with your childish need to be better than your allies, you both sealed your fates. I shall take no pleasure in hurting you. If you choose to join me, there shall be no need to hurt you." Exodus smiled slightly, and Emma involuntarily took a step back. She immediately thought of showing fear to Psylocke, and how Psylocke would take advantage in their power games, but then forced herself to focus on Exodus. Distractions as petty as their little power game would lead to her death. Against Exodus she needed to be completely in control of her faculties.

"You were a sick man before Exodus, a pity I never saw it. You're still a sick man, and I'd rather mate with a rabid dog than join you." Emma spoke precisely, letting her opponent know exactly how contemptible she thought him.

Exodus grinned widely.

"Emma, Emma, Emma. . ." He shook his head as if at a disobedient little child, and Emma's anger grew by leaps and bounds. He had always thought of her as a child. . . well, now he would know every iota of hate she bore him.

Before she could focus an attack however, the very wall suddenly sprang out, knocking down a priceless vase in the process. Emma knew she had to concentrate on something other than the vase, but a small part of her was still horrified at the destruction of the artifact. The wall swallowed her body easily, and held her fast, pulling her back until she was embedded firmly in the wall. Emma knew she had to put down Helena quickly, or else she was as good as dead. TO have at least a chance to engage Exodus. The External stood calmly where he had been, almost lounging, and watched Emma struggle futilely.

"Helena!!! Please, you must stop this! Fight him Helena, fight him!" Psylocke was standing by Helena, not attacking, but trying to break through Exodus's mind lock. Emma snorted softly. At this rate, Emma would have the advantage in their game by far. A quick psi-bolt knocked Helena reeling, and then Emma was running, bearing down on Exodus both physically and mentally.

Exodus's smile widened, and then he seemed to flow forward. He caught her easily in his arms, and held her at arms length. Each of Emma's telepathic attacks was successfully parried, almost negligently parried. Emma focused harder, but it was no use. Exodus was a stronger psychic, and he had years of experience, centuries of experience. Emma's training could not really compare. And then Emma felt the cold grip of Exodus's power grab her, and she felt her power draining out of her. At the same time she felt Exodus begin to reverberate with power. Her mind screamed as she struggled weakly in his grip. Suddenly Exodus let her go, and turned, a shimmering sword made of pure psychic energy in his hand, successfully parrying a strike by Psylocke's psychic dagger. His hand reached out at the same time and he grabbed Psylocke by the throat.

"Tut, tut, you should know you can't sneak up on a psychic. . . and especially not a psychic like me who can't just feel your thoughts, but also you power. . . oh yes. . . such beautiful power." His voice lingered over the last three words, almost caressing them. Psylocke struggled in his grip too, but it was no use; Emma could see Psylocke grow weaker, and Exodus stronger. Emma shook her head dazedly. She could barely concentrate, but she had to get up. They didn't have a chance against him without Helena's help, Emma knew that. But Helena hadn't responded to any of Psylocke's efforts. Perhaps her own would be more use.

Emma looked around and found Helena getting up as her psi-bolt's effects wore off. Her nose bled slightly. A good sign. It meant Helena was attempting to break free of Exodus's control. Emma tried to reach into her mind, but found it blocked. Exodus had placed very strong barriers there, and Emma knew breaking them down would take time. Time they didn't have.

She turned and sent subtle probes into Exodus's mind, but found it shuttered from her as well. Exodus had planned this very carefully it seemed. Impressive considering he'd have only had a few minutes. And the ease with which he'd taken over Helena was unnerving. Then again she'd been a near slave to him before as well.

Perhaps a distraction could work.

"A pity you don't have much taste, despite all your power." Exodus was vain. . . perhaps she could hurt his artistic sense. . .

"I mean. . . I'd expect someone like Gambit, or Weapon X to collect horrible art, such as these vases you have here, but you? Exodus, among the last of the Crusading knights? You're almost as old as some of these 'art' pieces you have, and yet. . . a pity isn't it?"

Exodus turned to look at her, and Emma knew that despite his confidence, she had managed to strike some sort of nerve.

"These pieces were priceless family heirlooms . . . as I'm sure you know. . . a nice try Emma, but I am not so susceptible to amateur tactics as this." Exodus was cool, and calm. He meant every word. But his momentary focus on her was all the time Psylocke needed. Her fist clenched as she managed to focus her will for enough time to create another psionic dagger, and she raised it to plunge into Exodus's head. He grabbed her arm quickly and stopped it nearly half a foot short of its mark.

"A very nice try. . . I must revise my opinion of your abilities my dears. However, it was not good enough. . ." Exodus smiled, and slowly began forcing Psylocke's hand back. However Psylocke smiled back at him.

"I'm not done quite yet you prat." Exodus blinked at the unfamiliar insult, and then screamed as Psylockes dagger suddenly tripled in length becoming a psionic sword, and sunk into his skull cleanly. He fell back, and Emma felt some of her stolen energy pour back into her as the mental conduit Exodus had opened between himself and Psylocke exploded as a result of Psylockes psionic sword. Exodus screamed, and a psychic manifestation of his scream exploded outward, knocking both her and Psylocke to the ground. Emma struggled to get up, but could only watch as Exodus advanced on the helpless Psylocke, who was already weakened by Exodus's draining her.

"Touch her, and I'll make you wish you were never born. . . halfscan. . ." Emma turned as Helena strode through the debris cluttering the room. As she did, the very ground around Exodus suddenly reared up, and the ceiling seemed to dip down, and then Exodus's hands and body were trapped in solid matter. He struggled to move, but the molded ceiling and floor held fast.

"You've controlled me for the last time Exodus." Helena had a grim look on her face as she walked up to Exodus, and stared him in the face.

"I'll make you suffer for everyone you've ever hurt. . . starting with me!" the ground suddenly pulled down as the ceiling tried to return to its original position, both pulling Exodus along. He grimaced in pain, and then suddenly his face became blank. Then as suddenly his forehead creased in a frown.

"Enough." He spoke one word, and the solid material holding him suddenly burst apart, and then Exodus floated in mid air. His hand struck faster than a vipers, and he grabbed Helena by her forehead, and lifted her to his height. He looked at her intently, and then his frown deepened.

"You resist me. . ." His face spasmed suddenly in anger. Emma knew this was the time to help Helena and she focused her entire being in repulsing Exodus's mental attack on Helena. She could feel his powerful probes, but with Helena naturally resisting, and with Emma's help Helena was managing to repulse them. Suddenly another psychic shield materialized, bolstering Emma's own. Emma looked to where Psylocke had managed to get up onto one elbow, and was looking intently at Helena and Exodus.

Exodus's face contorted in a snarl, and then his probe split into two, and started in different directions. Emma had barely enough time to move out of Helena's mind and into her own when Exodus struck, and Emma felt blinding pain in her head. She nearly blacked out, but finally managed to repulse the attack, noting that Psylocke was just managing to repulse hers as well. She felt a little glad that she had managed to repulse it just before Psylocke. . . then shook her head in disgust at herself. . . It was because they could not work coordinately that they were in far greater trouble as well. . . if they had worked together. . . they might be in a different position.

"I have given all of you fair chances at survival, and to serve me. . . but you refuse again and again. So be it." Exodus held Helena high, and Emma could see that little rivulets of blood poured down Helena's face from the wounds created by Exodus's powerful grip.

Suddenly Emma felt a surge of power form Exodus, and then Helena jerked once, twice. . . and then thrashed in his hands like a doll being manipulated by strings. . . and then she was still.

Exodus threw Helena aside.

"Know the price for defying me. . . for daring to challenge me. Your accursed psychic sword managed to do some damage girl. . . be proud of yourself. . . if not for that attack I might have tried harder to take over Helena's mind. . ." He spoke to Psylocke, not Emma, but Emma could feel his words twist in her heart too. "Since I was disoriented by your attack, I could not, and therefore had to kill her before she hurt me. . . she was one of the few mutants who potentially can harm me. . . we shall meet again my dears. . . count on IT!" Exodus suddenly flew higher and smashed through the ceiling, showering them with more debris. Emma stared at Psylocke as she dragged herself, crying to Helena's body. She knew that Exodus had said what he had to further hurt them, as well as to shatter their confidence, and that it was a ploy. . . but his words still hurt, still left an impression on both of them. . . They had lost this battle. . . and much of the fault lay in their inability to work together. Emma bowed her head low, as Psylocke cried in grief beside Helena's lifeless body.

x------------------------------x

Sabretooth stood a little unsteadily. He had seen what was happening, heard Jean. . . no Phoenix's warning cry, and had seen the explosion occur. Faster than he had believed possible he had run toward Blink, and jumped on her, dragging her down below his nigh-indestructible body, and shielding her from any harm. He stood and looked down at Blink, cushioned by his body, and looking a little winded but none the worse for wear. A little grimy too. He helped her up and looked around. They were still outside the Tower, in the grounds between the Power Supply building and the main Tower. The ground was extremely uneven, with the walkway between the two buildings being demolished, and much of the dirt sticking up at different points. It looked as though an earthquake had torn the place apart. Lying a few feet away was the kid, Nate Gray. Sabretooth wondered for a minute as to whether he was alive, but then noticed the rhythmic up and down of his chest as he breathed. He grunted, and focused all his attention on Blink. He couldn't see anyone else in the immediate vicinity anyway.

"You alright kid?" He spoke gruffly, trying to hide his emotions behind a bluff exterior. He hated admitting it, even to himself, but Blink had slowly wormed his way into a place he had barely even known he had within him. The fragile young kid made him feel protective, and set his paternal instincts afire. Paternal. . . he thought of the kid as a daughter that was for sure. And he'd die before he let any harm come to her. Die a thousand times over, bear a thousand pains.

"Sure Mr. Creed. Juts a little crushed beneath you. . . Hehehe." Blink laughed softly. She knew where she stood with him. Which was all for the better since he had no idea how to express how he felt. Sabretooth wondered where Weapon X was. . .

You better be alive runt. . . I ain't wanna have wasted the last hundred years or somethin fightin ya again and again, just ta lose ya in some little tremor. Sabretooth sniffed the air, but apart form dust, there were too many scents there for him to identify any specific one, and the odor of dead mutant units clung to everything as well. Sabretooth had never minded the smell of blood, but it irritated him now, as it blocked him from sniffing out his allies, and it brought his bloodlust to the forefront as well. Which wasn't all that bad. It would just help for him to go berserk now.

He smiled down at Blink, and then looked around again. Suddenly he felt the hackles on his neck rise, and he smelt an empty and metallic smell, tinged with blood. Hatred shuddered across his mind, and he spun around, snarling, pushing Blink aside in the same motion.

"Blink!!! Get back now!!!" A golden armor covered hand reached out through the air and grabbed Sabretooth by the throat. Instinctively Sabretooth snapped at the hand, and tried to claw it.

Holocaust laughed at Sabretooth's ineffectual attacks.

"Most amusing Sabretooth. You survived in your last battle because of him," Holocaust nodded towards Nate, and his grip tightened for an instant, "but this time I'll kill you, the little whelp with you, and the boy." His cannon hand swung around, but Sabretooth had managed to come to his senses, and punched at the joint above Holocausts elbow. It buckled and Sabretooth moved out of the way, just as the cannon swung through the space where his head had been moments ago. Snarling, Sabretooth jumped onto Holocausts front, disallowing the hulking heir of Apocalypse from using his cannon on him, and began pummeling him, denting his armor slightly. Howling with fury Sabretooth continued his relentless assault, and for a moment Holocaust fell back against the rage of Sabretooth.

"You. . ." Holocaust broke off, unable to say anything as Sabretooth attacked the face area of his containment suit. Regaining his footing however, Holocaust swung his fist with all his power, his cannon arm smashing into Sabretooth's chest. The crunching sound of bones breaking resounded in the battered grounds. Sabretooth fell clutching his chest in pain, and snarled. He got up as fast as he fell, his healing factor already closing the wound, and reforming the bones. Holocaust laughed mockingly and grabbed Sabretooth before he could attack anew and flung him into the air. As Sabretooth rose into the air, Holocaust pointed his cannon upwards.

"It'll be my pleasure putting down a wild animal such as you." Holocaust sent up a micro-nuclear blast form his cannon hand, as Sabretooth fell back to the ground.

Suddenly a black disc opened in mid air, and Sabretooth fell into it. It disappeared just as Holocausts blast shot through the region where it had just been. A few meters away the disc reappeared and Sabretooth fell to the ground with a grunt and a surprised snarl. Holocaust looked up in surprise, and then looked around. He spotted Sabretooth lying on the ground, slowly struggling to stand up.

"So the young teleporter girl. . . show yourself!" Holocaust looked around, but he couldn't see the young girl. Sabretooth wondered where she was, and played possum a little longer. The more distracted Holocaust was, the faster Sabretooth could heal. He silently cursed Blink. The kid should have gone far away from here. Holocaust was no one to play around with. He had been trained by the best; Apocalypse - and Apocalypse had had 5000 years of experience to draw from. Holocaust ceased looking around and walked up to Sabretooth who was on his hands and knees now. Sabretooth spun around in a surprise attack, his claws flexing as they reached for the containment shell around his head region. However Holocaust had been bent slightly, with his arm slightly in front, and Sabretooth's hand struck Holocaust's hand, each deflecting the other. Sabretooth's claws raked harmlessly across Holocaust's armor, while Holocausts hand brushed over Sabretooth's head and struck empty air. Holocaust recovered fast, and his cannon arm struck Sabretooth's side, sending him back to the ground. Sabretooth rolled slightly onto his front, and then howled in pain as Holocaust's elbow struck the small of his back. He slumped to the ground, and spat out blood. Again and again and again holocaust hit Sabretooth, and each time Sabretooth grunted and coughed up more blood.

"An internal injury isn't it Sabretooth? I'm going to kill you the slow way. I'm going to beat you till you're bleeding form every pore, and your healing factor heals you just lesser than the damage I inflict. . . you're going to be sorry you ever crossed my path." Holocaust began to laugh, his soulless voice echoing in his containment suit.

Suddenly Holocaust stepped into a black disc, and the next second he was falling down, into another disc, and then again into another, and again and again.

Sabretooth felt delicate hands touch his face, and then he was rolled over by Blink.

Her brow was creased with concentration, but her eyes were on him. Almost automatically her hands were throwing small sliver like energy daggers just below Holocaust, which created her teleportation discs underneath the falling mutant.

"Mr. Creed. . . Are you alright?" Blink's hands gently touched his bruises, but Sabretooth was healing. However he knew Holocaust wouldn't be held off by such a simple tactic.

"Ge. . . movin' kid. . . Hol'Cast.. won't. . . get out of here. . . too dang'rous. . ." Sabretooth couldn't speak properly, his mouth was still not quite connected to his skull. As he spoke he could see Holocaust scream in rage, and flail a little before being swallowed by another disc, and then falling again.

"I'll teach him pain. . ." Blink spoke softly, but her voice was edged with steel. Sabretooth felt a swell of pride within him. She was going to be great. And he had taught her how to be great. He tried to smile.

Blink turned and walked forward, her arm still methodically throwing the daggers. Suddenly she threw three of them at once, and each sliced off a piece of Holocaust's armor.

Holocaust gave a cry of rage, and then his cannon arm suddenly steadied, and shot out a powerful blast. The blast hit the ground, creating a crater, and propelled him upwards. Blink's teleportation disc opened, but Holocaust had shot again, this time at an angle, and he flew backwards until he hit the Power Supply building. He slid down, zigzagging using his powerful blasts against the ground to shoot him one way, then the other. He was fast enough to avoid Blink's teleportation discs. He hit the ground running, and leapt over another disc, and his arm shot at Blink, forcing her to duck, and then another shot, which Blink used her powers to escape. She reappeared a few feet away, but Holocaust was firing again, and then again, randomly, small concentrated bursts that were still powerful enough to knock an average mutant senseless. Blink teleported away, but one of Holocausts blasts caught her on the side, and she was sent spinning to the side. Desperately fighting unconsciousness Blink managed to teleport herself away. Holocaust stopped firing, and looked around the broken field. Blink was nowhere in sight. Sabretooth got up slowly and ran towards Holocaust, but Holocaust turned just as Sabretooth readied to leap and grabbed him by the throat, exerting enough pressure to leave Sabretooth struggling.

"I could crush you like an insect Sabretooth. The girl is good. But not good enough. I'll level this entire field. . . and then we'll see if her teleportation can save her. Unless she's run away. If she hasn't. . . your screams will draw her to you." Holocausts ethereal deaths head grinned. Sabretooth felt mind numbing agony explode in his back.

Blink landed with a thud on the ground, and lay for a few seconds, dazed. Holocausts blast had barely grazed her, but it had felt like the ceiling had crashed into her. She put her hand to the graze and felt slightly charred clothing and burnt edges of padding. A hand touched her shoulder and she sprung up, turning as fast as she could, pulling a dagger out of her pack. The other kid, Nate backed away slightly.

"Hey calm down. . . it's me. What's going on? The last thing I remember is fighting the Infinites and drawing on my strength to kill them. The next thing I know is that I'm waking up, and a minute later you drop out of thin air, looking pretty battered." Nate's right eye was glowing, and Blink could see that there were still smudges of blood on his upper lip. She wondered how much power the kid truly possessed. She suddenly heard snarls growing louder, and realized that Sabretooth was being beaten again by Holocaust.

She quickly got Nate up to speed on what was happening, and he pounded a fist into one hand.

"Holocaust. . . I've been wondering if I'd ever get a rematch. Come on let's go."

Blink created another one of her discs, as he jumped into the sky. She ran through and saw Holocaust lifting Sabretooth's body above him with one hand.

"Ah. . . you've come back." Holocaust's ethereal death head grinned inside the suit, and then he flung Sabretooth onto Blink. She grabbed the bulky body of her mentor, but the weight, and force with which Holocaust threw it knocked her back. She crawled out from under the body, and saw Nate Gray dive bomb Holocaust. Or at least that's what it looked like. One second Holocaust was advancing on her, the next Nate shot down form the sky, and collided with Holocaust. Holocaust flew back and smashed into some debris on the ground. Nate flew down on his feet in front of him.

"You? I've been wanting a rematch with you kid. . ." Holocaust got up faster than Blink could follow, and then his cannon shot at Nate. Nate's force field blocked the blast, but Blink could see the effort cost Nate.

Holocaust stared at Nate, and then howled and ran forward. Nate stood his ground, and at the last minute flew upwards. But Holocaust was a much more skilled combatant, and he leapt as Nate did, shooting upwards. Nate instinctively conjured up a psionic force shield, but the force of the blast was enough to send him spiraling in midair. Holocaust laughed, and began shooting at Nate. His first few shots missed, but Blink knew that if Holocaust scored a direct hit, Nate was dead. She leapt forward with two of her daggers ready. She heard Sabretooth weakly protesting her move, but she didn't stop. Holocaust was so busy with Nate he didn't even notice Blink sink two of her daggers into the back of his suit, just behind his head. Holocaust screamed as the daggers energy interfered with his own, and he fell to his knees, his hand scrabbling to get the daggers out. Blink smiled and threw a dagger towards Nate, creating a disc that teleported him next to them, where he landed on the ground, heavily. Nate groaned and stood.

"Sonofabitch. . . I didn't expect that. . ." He rubbed his head. Holocaust pulled out the daggers and turned. All traces of humor were gone from his features. . . whatever could be made out in a skull shaped out of energy anyway.

"You'll suffer for that. . ." His voice was distorted. Blink smiled at the pain she had caused the son of Apocalypse.

"No. . . you're gonna suffer here pal." Nate began to walk towards Holocaust, and as he did his eye began to glow brighter and brighter. Blink could almost make out a similar glow around Nate's fists. Holocaust watched Nate approach, and Blink saw Holocaust's hand flex in anticipation. The two came within arms reach and stood staring at each other, and then Nate moved, his fists lashing out at Holocaust. However Holocaust had read the movement and was already ducking back, his left foot arching out as he did. Nate cried in shock as Holocausts left foot connected hard with his midriff, launching Nate a few feet into the air. He came down on one foot and one knee, gasping for breath. Holocaust didn't let up and his fist smashed into the side of Nate's head, and Nate's eyes began rolling up in his head as he swayed on both knees.

"I'm going to watch you bleed to death." Holocaust struck again, but Nate was finally ready, and he fell forward, and then used his fists to springboard back up, his fists now clenched together. He struck Holocaust with his doubled up fists, and Holocaust reeled back as Nate's psionic power augmented his strength a hundred fold. Nate stood slowly, almost woozily.

"I'm not going to bother to say anything Holocaust. You're finished." Nate emphasized his statement by punching Holocaust again. Holocaust staggered backwards, and tripped over a rock. He attempted to get up, but Nate kicked him onto his back, and began kicking him while he was down. Holocaust however grabbed his leg in mid swing and hurled him back. Then Holocaust stood up and grabbed Nate. He swung his cannon hand and hit Nate once, twice, thrice. Nate's head spun with each blow, and Blink realized she had to make a move now. She ran forward, two daggers twirling in her hands. Ten feet away form Holocaust she threw one in front of her and teleported half a foot away and hit Holocaust with all her impetus behind her. Holocaust barely felt the kick. Blink blinked and suddenly Holocaust's cannon hand smashed into her side. Blink cried out in pain as she felt her ribs crack beneath the blow. It sent her rolling twenty feet away. She tried to stand but the pain in her ribs buckled her knees and she fell back to the ground. She could barely stand but she had to get up. Holocaust seemed unbeatable. Suddenly she heard a snarl and Sabretooth was up. Sabretooth picked up a huge rock and threw it onto Holocaust wrenching Nate form his grasp, and sending Holocaust flying back. Nate fell to the ground and clutched his jaw in agony.

"Listen kid. . . forget yer fists. . . use yer damn psychic powers on the brute. . ." Sabretooth sounded exasperated.

Nate nodded, and then stared intently at Holocaust. As the monstrous mutant got up he suddenly fell back under an invisible assault. Nate, Blink realized. She wondered why the fool kid hadn't used this power before. Amazingly Holocaust seemed to shrug off the telepathic attack after a few minutes and began walking inexorably towards Nate, Sabretooth and herself. His cannon hand rose slowly, and Blink felt a shiver of fear. Holocaust seemed unstoppable. Then Nate's brow furrowed and he drew his hands back and then slapped them together. At that, Blink could suddenly see waves of pure force ripple through the air from where Nate's fists had collided, and the waves struck Holocaust, knocking him back. Holocaust lurched around for a few seconds before the attack, and then fell to his knees. Nate flew towards him and hit him hard enough to shatter a building. Holocaust fell onto his back, finally seemingly defeated. Blink sighed in relief.

Nate walked back to them and sank to his knees. Blink could see that the fight had taken its toll on Nate. Sabretooth clapped him on his back, a little gently though. Even Sabretooth knew the kid had been through a rough time.

"Interesting. I've always wondered exactly how well my son fared against Sinister's great weapon. I see that it was more Nemesis's own weaknesses that contributed to his fall. He was ever impatient. It will be a pleasure putting you three down by myself."

Blink turned in horror to where the speaker stood.

Apocalypse himself stood a few feet away; with no cape and no ornamental armor. He was massive, standing head and shoulders above Sabretooth.

"Apocalypse." Sabretooth growled warily. Blink could tell that Sabretooth was worried, almost scared. She knew she was scared. Holocaust was strong, and an extremely deadly opponent.

Apocalypse was in a different league altogether.

"Now. . . who shall die first?" Apocalypse had begun walking forward, and Blink knew that in a matter of minutes they would all be dead.

x-------------------------------x

Magneto took a quick visual reconnaissance of his surroundings as soon as he was able to orient himself after the explosion caused by Havok and Cyclops. That single explosion had changed the entire battlefield and separated his X-men. However he was certain his plan could still be carried out. Bishop, Shadowcat and Nightcrawlers missions might even be aided by the chaos caused by the explosion.

He was alone. It was to be expected considering he was only able to protect himself from the explosion. Other than those right next to the fight between the brothers, he was sure everyone else was alright. The explosion had not been powerful enough to kill most of his X-men, and the ones it could had been away from the explosion.

Magneto settled his helmet properly on his head. As he did, the sounds around him became clearer. He could hear the sound of plasma nearby. Energy discharges. That could mean Havok. Or someone more dangerous. He flew quickly towards the sounds and saw Nate, Sabretooth and Blink facing Holocaust. He mustered together his power and began to head for them, readying an EM pulse to knock down Holocaust, and then follow it by tearing Holocaust apart. He had done it before, he could do it again. Suddenly he realized that Nate had managed to put down Holocaust. He relaxed and began slowly moving towards them when he realized that Apocalypse was standing only a few feet away from them. He wondered what strange fate could have brought him Apocalypse at this early stage. He began gathering together his energy more powerfully than before. Against Apocalypse he needed a plan of action from before, and several alternatives in case Apocalypse managed to surprise him with a new attack, which had happened before.

Apocalypse had just begun moving towards the three X-men when Magneto reached close enough to let loose his EM pulse without endangering the X-men. Apocalypse grunted as he fell forward under the force of the attack. Magneto powered up his fist and punched Apocalypse, sending the behemoth mutant staggering forwards.

"Come on butcher! Let's see how well you stand against me!" Magneto taunted Apocalypse, trying to goad him. It had never worked in the past. Goading Apocalypse was like goading a rock. It had no effect.

Apocalypse turned towards Magneto slowly, and his eyes flashed.

"So Magneto. . . I was wondering when we would have our inevitable confrontation. A bit sooner than I had expected, but it shall suffice." Apocalypse moved forward then, faster than his bulk should have allowed. Before Magneto could do anything, Apocalypse had managed to come close enough to strike at him. Magneto managed to create a force field before Apocalypse's fist struck him, and even then Magneto staggered back under the assault. Apocalypse wasn't done however. His initial attack failing, he launched seamlessly into another, striking the ground hard enough to cause Magneto to stumble, and then loose a blast of pure energy at Magneto. The atomic energy disrupted Magneto's shield, and then Apocalypse was on him, his head smashing into Magneto's helmet, cracking it from the left side of Magneto's head. Magneto fell to his feet, staggering slightly. Apocalypse was as fast as Weapon X, and apparently as well trained in hand to hand confrontations. Then again, Magneto realized, Apocalypse had over 5000 years of training and experience. Apocalypse struck again, and this time Magneto was knocked into the surrounding rocks, and debris. Magneto groaned in pain as he extricated himself with some difficulty. He looked up to see Apocalypse looming above him. He began focusing his power, and let loose before Apocalypse could grab him. Apocalypse staggered back before the impact of pure magnetic energy. Magneto increased the barrage against Apocalypse, who finally managed to stand long enough to strike his fists together, setting off a reaction far stronger than Nate had done with his psionic energy. The entire ground rumbled and Magneto was flung back, meters away. Nate, Sabretooth and Blink also fell back before the shockwave. Apocalypse had created a small localized nuclear explosion. . . concentrated in an area of about three meters.

Magneto slowly rose from the depression his landing had made in the ground. As he did he heard a voice call his name.

"Magneto!!!" Polaris screamed the name out in hatred. Magneto turned and saw Polaris flying towards him. He rose to meet her, wondering where Apocalypse had gone.

x---------------------------------------------------x

The blast had knocked him senseless. He should have realized it, of course, but he had been too busy trying to keep Havok off him to pay attention to other details. . . such as the amount of energy build up was taking place between them. Cyclops shook his head. Luckily for him Jean. . . Phoenix – it would take time getting used to the new name. . . - had been there. Her telekinetic bubble had managed to protect him. They weren't sure how many others had survived the blast though. The other X-men. . . Nate. . . the boy was theirs. . . and Cyclops knew that Phoenix worried about him too. However he knew that whatever else, they had to finish their mission. Too much depended on it.

All things considered their last ditch attempt was working fairly well. The plan was still workable. . . they had to cut the power, and Phoenix and he were already in the Power Supply building. After the dust had cleared, they had found themselves surrounded by rocks, dirt and other debris. Phoenix had managed to hold other rocks in place while he blasted a path out. They had made their way out of the little tomb and found themselves inside the Power Supply walls. Cyclops could see the gigantic pipes that led out of the Supply building. They were reinforced by an Adamantium alloy with fiber strain injected. It made the pipes supple yet Adamantium hard. Apocalypse had overseen their completion himself. He had wanted nothing to happen to the power supply to the Tower.

"They go on further than I would have expected from the outside of the building." Phoenix's voice was hushed. . . as was common in dark and foreboding places. She was right though. The pipes did seem to go on for over a mile. Cyclops knew why.

"It's an elaborate ruse. They actually turn a few meters ahead, and carefully placed mirrors give the illusion of longevity." Cyclops explained it clinically. An awareness had settled over him, as usually happened in the midst of battle. Emotions, feelings had been locked away to be replaced by cold reason and tactical judgment. It made him seem inhuman at times, but it was an advantage in battle that could not be denied. He knew that this capability was the reason he had managed to defeat the most cunning strategist he had ever faced. Xavier. He carefully masked away the thought, not wanting to remind Phoenix of what had happened. . .

"Why would anyone want to do that?" Phoenix sounded a little irritable. Cyclops felt the urge to smile. He had been annoyed as well, at first.

"It gives people entering this place pause. Also. . . in the eventuality of any attack, the mirrors serve as security cameras, allowing security to quickly dispatch a team to round them up. I wouldn't be surprised if someone was watching us right now." Phoenix glanced at Cyclops sharply, and Cyclops hastened in assuring her, "there's no danger. They can't reach us easily, and we'll have reached the end before then. I know all the dangers here Jean. It's all right."

Phoenix nodded, but she moved faster, perhaps unconsciously.

The complex descended after a point, and went down four stories. Cyclops began to feel slightly apprehensive as he reached the second level. There was an eerie feeling of being watched, and he resisted the impulse to turn and look behind. He had never been below the second level either, and that fact bothered him. He did not know what was below them, though he had a small idea. He knew how to get to the hub at any rate. It was at the lowest level; a vast chamber filled with power. The Power Supply of the Tower. Cyclops also knew that the supply connected to many other supplies around America, though how they were connected was a secret he had not been privy to.

As they moved to the third level, Cyclops quickly made a note of what he was seeing. The third floor was empty except for a terminal at one end, showing hundreds of readings. It lay before a glass window, presumably to the final floor. AS he grew closer, Phoenix began to stumble, and her jaw clenched.

"Jean? What's wrong?" Cyclops held out a hand to steady her.

Phoenix leaned against him for an instant, and then spoke again.

"I don't know Scott. . . there's a strange static in my head, and I feel. . . apprehensive Scott. Something is up ahead, something I won't like. . . forget it. We have to move on." Phoenix straightened and then moved on, towards the terminal, and the path to the final level.

Cyclops walked on as well, although his nerves were also buzzing with anticipation. They neared the window and looked down into a massive chamber, fully a kilometer across, with glass tubes and larger chambers surrounding in concentric circles a much larger chamber.

"Let's go down. . . I want to know what's down there." Phoenix began to move as she spoke. Cyclops wondered what the tubes held.

He didn't have to wait long for the answer. As they descended to the final level Cyclops began to see the dim outlines of bodies inside the tubes. Phoenix gasped as her eyes adjusted to the suddenly harsh light. The cavern was huge, and it reached above the third and second level. Cyclops realized that the top of the cavern formed the floor of the ground level. The three levels below the ground floor level stuck out to the side of the cavern. The centermost chamber held a body as well, a massive monolith of a man, or mutant. The monolith was in a fetal position, and Cyclops realized that all the energy was directed through him. The other chambers pumped energy into the center and that directed the energy through various tubes out of it, and into the walls of the chamber. Cyclops realized that destroying the building would have no effect. The main energy source was here. He wondered if he dared destroy something so obviously powerful. It could wipe them all out, and take most of the surrounding region with it.

"Damn. . ." Phoenix spoke softly, as she gazed in awe at the massive structure. Cyclops looked at her, and realized that it wasn't just awe but horror on her face. She turned to him, and spoke.

"They're all people Scott, dead people, and he's using the power of their bodies to power his foul Tower. To power his empire." Her voice was still hushed, and the enormity of the horror threatened to shatter her composure. He sent waves of support through their link, not wanting her to crumble before this.

Suddenly her eyes widened.

"There's someone in here Scott! Someone alive! I can hear her call to me." Cyclops wondered who it was, but Phoenix unerringly led him to a tube/chamber near the center of the whole complex. Lying against one of the chambers was a gagged and manacled Cecilia Reyes. Cyclops quickly bent down in front of her to free her. As he did his eyes came level with the figure in the chamber. His eyes widened behind his visor as he realized it was Candra. A dead Candra; her power feeding Apocalypse's Empire. He shook his head, and ripped off Cecilia's gag.

"NO Scott! It's a trap, he's waiting for you!" Cyclops stared at her for a second, the shock of seeing both her and Candra momentarily fazing him. He heard a dull thud from behind, and Cecilia's eyes widened. He turned and saw the Dark Beast standing above Phoenix, holding her by the head, as she slumped to the ground.

"McCoy!" Cyclops's rage knew no bounds. The damned and perverted creature that was the Dark Beast had trapped him, and he had hurt both Cecilia and Phoenix. His visor sliced open and right gauntlet shot up as he targeted Beast and fired. However the Dark Beast was too fast, and he was jumping just as Cyclops shot at him, landing gracefully on top of one of the chambers. Phoenix lay on the ground where Beast had just been standing.

"Now, now. . . control yourself Cyclops. After all, this is no way to behave at such a propitious meeting, is it?" His urbane and mocking tone slid over the void of rage that had gripped Cyclops. He had also realized, on some small corner of his brain that destroying the power Supply might even be impossible. His optic blast had dissolved into the force around the chamber Beast stood on, and seemingly added its power to that already functioning. Moreover he felt the intangible suction of the largest chamber housing the monolith as it drew at his life force and physical powers.

"An interesting place is it not? I have personally found it to be a rather stimulating place, albeit from the vantage point of the control and maintenance level above this chamber. Spending too much time here can have disastrous consequences as you are no doubt already aware. The good doctor here is quite weak, and has merely minutes to continue to remain conscious. As for Jean Gray. . . well she's already unconscious, and there's nothing to prevent the mechanism from siphoning out her considerable power and life force." The Dark Beast began chortling, and Cyclops looked at his insane opponent with hate. He raised his gauntlet to fire, but Beast had already skipped away, and Cyclops could hear his ghostly chuckle echoing in the chamber.

Cyclops began muttering and turned to Cecilia.

"Cece. . . help Jean. Get her conscious somehow, and help her out of here. I'll handle the Beast. . ."

Cecilia nodded and then turned her back to him and wiggled her hands inside the manacles. Cyclops nodded and used his optic blast to slice through the manacles.

"GO! I'll follow you in a few minutes." Cecilia touched his face tenderly and then went to Phoenix, hoisting her and dragging her, presumably to the ladders where he and Phoenix had just come from.

Cyclops looked around him as another chuckle echoed. The echo made it impossible for him to detect where Beast had gone. He cursed softly, and looked around, focusing on using his eyes. He saw a glimmer of movement at his side, and turned quickly, the Dark Beat's proximity making it impossible to use his power. Beast launched into him, his fists punching him twice in rapid succession, before his feet shot out from below catching Cyclops in his ribs. Cyclops reeled back, trying to ward off blows as Beast unmercifully attacked him. Beast hit him with a stiff roundhouse and Cyclops spun around and onto the force shield surrounding a chamber. He looked into the dead eyes of Candra, and he felt Beasts fists pound his back, and the breath whooshed out of his body. However Cyclops had managed to control his anger, and he clinically reached behind him grabbing Beast's arms before he could withdraw from the attack.

Cyclops had been trained by some of the best hand to hand fighters the world had to offer, and he had also trained with Weapon X, arguably the best hand to hand fighter in the world. He knew Beast's moves before he even used them. He spun, using the Beasts greater strength to propel his attack. His right gauntlet caught Beast on the side of his head, causing a small red flash. Beast spun in mid air and landed on the ground. However he sprung back up almost immediately. Cyclops had been trained by the best, but the Beast was naturally athletic, and he had a natural animal instinct. He also had the advantage of knowing the battlefield. He disappeared into the shadows above the chambers, and Cyclops was left trying to gauge where Beast would strike next.

The only place where Cyclops could properly defend himself was by the ladders leading to the third level, where Cecilia had dragged Phoenix. He moved quickly, but before he could reach it, the Beast came from behind, hitting him twice in quick succession, before disappearing again. Cyclops stumbled and regained his balance, then moved again. He could see Cecilia and Phoenix in front of him when Beast attacked again, and this time Cyclops fell to the ground on his left arm. He cried in agony as barely healed muscles were pulled. Beast noted the cry and attacked again, focusing on Cyclops's left arm.

"Come now, my dear Cyclops. Surely this is not all the fight you have in you?" Cyclops gritted his teeth, and tried to defend himself, but the pain, coupled with the loss of power due to the mechanism's in the chamber threatened to wipe him out. Beast attacked again, and Cyclops defended again. However as he moved back, the chambers began to move as well, and the sudden movements distracted Cyclops. The Dark Beast capitalized on Cyclops's sudden hesitation and his fist caught Cyclops on his temple. The world swam before his eyes, and he fell back, sliding down on the force field of a chamber. The Beast leapt forward again, his claws outstretched. Cyclops tried to form a defensive posture, but before he could a great field of transparent golden surrounded him, and the Beast bounced off the force field. The Beast snarled in surprise and looked around tracing the source of the field to Cecilia Reyes, who stood with her hands outstretched, and Phoenix rising slowly behind her. Cyclops stood slowly as an invisible hand grabbed Beast and flung him aside. Phoenix moved forward quickly and another invisible hand, but a far gentler one dragged Cyclops back from the moving chambers.

"We have to move Scott. Something's happening here, and we have to get out. . ."

Cyclops nodded and they quickly rose in a psychic bubble to the door to the third level. Below them the Beast ran to the ladder and began climbing up. Below the Beast the chambers moved faster and faster, and the fields around them began to glow with an unearthly power. As they reached the door and got in Phoenix looked down at Beast climbing up, and with a negligent flip of her hand she sent him off the ladder and into the growing field in the cavern below. The beast screamed in impotent fury as he struck the field, and then slowly got sucked into it. Below the field they could make out the bodies getting released from the chambers and rising up to circle the great Monolith inside the large central chamber. They slammed the door shut and hurried to the stairs, not pausing even for breath. The pipes leading the way up began to glow in the same way. Cyclops knew something big was happening outside, but what that was he wasn't sure.

x----------------------------------x

At Magneto's command she had immediately grabbed Nightcrawler, who after making certain she was holding tightly, teleported inside the Tower, behind the oncoming hordes. Shadowcat lightly dropped to her feet behind the enemies, and she and Nightcrawler ran forward into the main Tower. The few stragglers of the army of mutants and Cyborg's attacking the X-men noticed them, but before they could even cry out in alarm, Nightcrawler had skewered two of them in quick succession, all the while Shadowcat calmly stuck small poisoned darts inside the bodies of a few of their opponents. Within moments it was over, the headless opponents dead, and the poisoned opponents dying quickly. The two X-men quickly made their way inside the Tower, and followed Cyclops's directions to the first elevator bank. As soon as they reached there, Shadowcat held onto Nightcrawler and they turned intangible, sinking into the ground. Shadowcat dropped them five levels, before they entered the containment cells. The guards there were quickly and efficiently dispatched by Nightcrawler, who ported back next to Shadowcat within seconds.

"It iz done. No one else here will bother us katzchen." Nightcrawler smiled briefly, showing gleaming white fangs. At one time they had unnerved Shadowcat, but now she felt they added to his smile. Of all the X-men, she had been closest to Colossus, Nightcrawler and Iceman, if Colossus more so than the other two. She nodded to him absently, and continued to survey the horrible conditions the prisoners and low class mutants were made to live in inside the containment chambers. Not too many of the cells were filled. Shadowcat knew that they were routinely emptied to provide fodder for the Dark Beast's insidious experiments. Also, Apocalypse disliked wasting resources on the 'weak'. Shadowcat's mouth turned down in disgust.

"It's time to end his rule Kurt. I've seen enough of this to last me a lifetime. Let's free the prisoners. It will add to the confusion." Nightcrawler and Shadowcat moved purposefully towards the cells. Freeing the prisoners was a simple thing. Nightcrawler simply destroyed the power cables running towards the prisoners cells. Within moments the electrical field surrounding the prisoners was gone, and then Shadowcat and Nightcrawler simply walked through and teleported through the lines of cells, respectively.

It was at one of the larger cells that Nightcrawler paused in surprise. Shackled to the wall by massive restraints which appeared to have their own power source was the Cain Marko, the Juggernaut. Nightcrawler had last seen the behemoth of a man in Avalon after they had evacuated as many people as they could from Avalon. He had been aboard the 'Sanctuary', the large carrier jet that had been transporting the remaining people of Avalon. With him had been his mother as well.

"Katzchen! Over here!" Nightcrawler would need her help to free Juggernaut if even he had been kept captive.

Shadowcat came running, "What's the matter fuzz-. . ." Shadowcat broke off what she saying as she noticed the massive Juggernaut trapped inside the large cell. The massive man focused slowly on them.

"Rings round my hand. . . they're draining my strength to power 'em!" Juggernaut's voice sounded weak.

"Do you know any way to remove them that we may be able to help you with?" Shadowcat was frowning at the manacles around his arms and body, holding him against the wall.

Juggernaut looked contemptuously at her, "Yeah. . . that's why I'm hanging here. . . 'cause I like it! 'Course I don't know ya blithering idiot! Why'd ya think I'm still here?" Juggernaut had never been the soul of tact Nightcrawler observed.

"Look. . . you must have some idea of how to control them. . . I cannot imagine one of your guards ever not taunting you about your weakness at the time." Shadowcat was slightly flushed, and Nightcrawler knew she was angry. However he had to ask a more important question.

"Marko, where iz my mutter? She waz with you ze last time I checked!" Juggernaut focused on Nightcrawler.

"I dunno, she's about here someplace. It's only Destiny that Apocalypse's keeping for himself." Nightcrawler smiled slightly, glad that his mother was still alive. Then he realized that Apocalypse had Destiny. If he had managed to use her powers. . . he realized with a chill that they may have walked into a very large trap.

"Look. . . get me outta here somehow, an' I'll help ya break outta here easily." Shadowcat walked over to Juggernaut and touched one of the manacles. It gave off a slight hiss as she touched it. She frowned slightly, and then smiled.

"It'll be a small shock, but I think I can get it off you. Hold on." Shadowcat began to move her hand faster across the manacle, and then suddenly plunged her hand into the device. With a sudden and small hiss it broke apart. The other one on his arm quickly followed.

"Yeah, I knew you could do it! Now just the other one's, and pretty pink flamingoes can fly." Juggernauts face took on a puzzled frown as he spoke, and Shadowcat and Nightcrawler gave him a startled look.

"I love biscuits, and the thirty first tuning fork on mars got a hara-kiri worm. . . It's Ben-gay again! Desist the colt action!" Juggernaut's face grew more and more troubled and his eyes were wide at the last. Nightcrawler stared at him in surprise. He had not expected the Juggernaut to begin to babble bullshit.

"Something's wrong with his mind. . . do you think the manacles are connected?" Shadowcat looked towards Nightcrawler as she slowly touched the next one. Suddenly the hissing grew louder and then manacle sent a massive shock down Shadowcat's arm. She screamed and pulled back, and her right arm hung uselessly at her side, twitching as she backed away from the manacle.

"What ze hell???" Nightcrawler pulled out his sword.

"Oh put that in you stupid X-man. It won't do you any good."

Nightcrawler and Shadowcat turned as one.

Before them stood three people, very likely mutants by their rank. Two of them wore the trappings of Prelates, and looked very similar, with dark skin, and similar build and facial structure. One was bald with a goatee, and the other had short curly hair. Between the two stood a small blonde woman, in the uniform of a Rook. Strangely, although the Prelates outranked her, the Rook seemed to be in command by their positions. The woman had spoken, and she was smiling at them, her hand raised in a sort of half salute, slightly bent back the wrist, almost as though there was something in her palm.

"Who the hell are you?" The two of them didn't know them, but Shadowcat thought the two Prelates looked familiar. They had been on Muir Isle. Nightcrawler had already begun to crouch, and the two prelates tensed in preparation.

He lunged for them, fangs bared and sword whirling in the air in front of him. As he did, he teleported. However he suddenly appeared in the air above where he had just been and fell to the ground in surprise.

"What ze hell?" Nightcrawler grunted as he got up form the floor.

"Hahaha! You can't fight us! I can mess up your thoughts man. No way you can beat us at this game." The bald one began laughing again.

"Yeah, we're the bedlam brothers. I'm Jesse, and the chrome dome's my bro, Terry. I'll let you figure out my power yourself." Jesse began smiling as well, a grin as large as his brothers.

The Rook gave them annoyed looks. Shadowcat wondered what sort of hold she had over them. She bent low and pulled two small daggers out of her belt.

"My power isn't necessary for me to take you out." She growled in her best imitation of Weapon X. She also knew it sounded woefully inadequate.

"Yes it is." Jesse grinned at her.

"No it isn't." Shadowcat snarled back, moving forward.

"Is too." Jesse fired back, his stupid grin still on his face.

"Is not!!!" Shadowcat yelled back, advancing closer, daggers held ready.

"Is." Jesse was crouching as well. Terry Bedlam had turned towards Nightcrawler, apparently leaving Shadowcat to fight his brother.

"Is not. . . I can't believe I'm playing this stupid game!" Shadowcat was getting annoyed at the stupid Prelates childishness. . . and her own automatic response to his nagging. She was NOT a little girl anymore!

She leapt forward, but Jesse smoothly stepped back, pivoted slightly on his right heel and attacked her with his right hand. Shadowcat also smoothly ducked into a roll and ducked below his punch, rolling to safety, daggers tucked at her side to keep the dangerous edge away from her. Suddenly a leg caught her on her side, and she fell to the side. She had forgotten the Rook.

As she lay dazed, a small glowing ball landed in front of her, getting brighter by the second. She immediately realized what it was, and jumped back. The explosion just caught her, flinging her backwards into a wall. Shadowcat quickly discarded one dagger and pulled out a pistol. She would need better firepower to handle the Rook. She thought she knew her. Meltdown her name was. She had some sort of explosive power. As she fired she heard a dull thumping somewhere. At the same time her gun suddenly backfired, destroying the muzzle, and much of its body. Shadowcat dropped the smoking thing immediately.

"I told ya my power could affect you." Jesse was still grinning that insufferable grin.

Shadowcat backed away slightly, her mind working fast, to try to conceive a strategy to take down these two Prelates and the Rook.

Nightcrawler had tried everything. Every time he tried to teleport, Terry disrupted his thought patterns, and he teleported somewhere else. He stopped after two tries. He did not relish the idea of teleporting into a wall. He would have to depend on his acrobatic skill and his sword fighting skills.

"We shall fence zen shall we?' He grinned back at the smiling bald mutant. However, Terry's manipulation had a devastating effect on his hand-eye co-ordination, and his every thrust went wide, every jump, slash or leap led to disaster for him. And Terry Bedlam stayed a good distance away from the tip of his sword. This was impossible! He heard a dull thump and then an explosion. Then another thump and another smaller explosion. He looked to the side and saw that Shadowcat was corned by the other two, and that her pistol was on the ground, most of it destroyed. At that moment Terry Bedlam finally danced within range and his fist smashed into Nightcrawlers jaw, sending him reeling backwards. A kick sent him to his knees as the armor plated boots of the Prelate had a devastating impact with his ribs through the Kevlar. Another roundhouse spun his head around. His vision was blurry, and he could make out Shadowcat dodging explosives, attempting to get close enough to the Prelate or the Rook to attack. Things did not look good.

Suddenly Terry Bedlam was gone from his field of vision. Nightcrawler looked up dazedly and saw The Prelate struggling in the grip of the Juggernaut, completely free from his restraints. Juggernaut punched him once and then flung him aside. The Prelate smacked into a wall, and fell to the ground unconscious. As he did, the other Bedlam turned to stare at the point where his brother had fallen.

"Terry!" He ran forward, but the Rook, Meltdown stopped him.

"The Juggernaut's free you fool! Let's get out of here!" She tugged at his arm, but the Prelate would not be budged, as he stared at his brother.

"Come on! Please, if we don't; get out of here, he'll kill us both!" Meltdown looked anxiously at the approaching Juggernaut.

"I love you Jesse! I want nothing to happen to you!" Her argument seemed to work on Jesse, and the two turned and ran.

Shadowcat helped Nightcrawler stand up, as he rubbed his ribs. They were only bruised.

"Thank you mein freund. But. . . how did you get free of your restraints?" Nightcrawler looked at the large cell and saw that two manacles lay on the ground, broken, while another hung form the wall, obviously ripped out with great force. The wall itself was dented in parts, as though someone with great strength had punched it.

Juggernaut shrugged.

"I used my free hand to punch the other bands till they broke." Nightcrawler blinked and then looked at Juggernaut. So that's what the thumps had been.

"Where iz my mutter?" Juggernaut pointed at another line of cells, smaller in number, yet newer in appearance.

"There. Tom's there too. So're a couple more people from the 'Sanctuary'." The two X-men

followed the hulking giant to the other cells.

In the corner, lying unnoticed, Terry Bedlam stood slowly and looked at where his brother had gone with the Rook.

x------------------------------------------x

Things for them had gone from bad to worse Iceman reflected as he dodged a ray of pure energy wielded by War. Weapon X, Colossus and himself had been blown to the side by the explosion caused by the two Summers brothers. Luckily he had managed to create a solid wall of ice to dampen the effects of the explosion for himself, and Weapon X and Colossus had survived it fairly unhurt. Colossus had been knocked off his feet, and Weapon X was already healing from the numerous cuts and burns he had suffered, cursing all the while. Storm and Angel had quickly joined them as they had been amongst the few nearly completely spared from the explosion, being high enough to use the sky as a buffer for the explosions aftershocks. They thought they had been lucky to be the farthest from ground zero of the explosion. Unfortunately War had also been furthest of those of Apocalypse's forces, and she had sprawled only a few feet away from them. Being the furthest apart also put them far away from any back up.

Things had moved fast from the moment War stood up. Storm and Angel took to the sky again, and Colossus began to run towards War. Iceman quickly added mass to his own body by freezing the molecules around him and adding them to himself as a form of armor. Weapon X had backed away a few feet, knowing that he would be of little use right now in his condition.

Iceman had only just begun moving when Colossus's charge had been sidestepped deftly by War, who had then swung her burning sword at his unprotected back, nearly cutting the metal, and causing small explosions to increase the damage. Colossus had fallen to his knees in pain. Iceman had frozen, both literally and figuratively, for a moment and then moved forward, sending out a steady stream of near absolute zero waves at War. War had become encased in a bubble of fire, which had melted away the cold waves in an instant, and then had charged Iceman.

Now Iceman was dodging her attack as fast as he could, trying to make sure the burning sword did not cut him in two. He barely begun an attack, only to have War somehow understand his intention and compensate for it in her own attack. It was almost like she was reading his mind.

Suddenly Iceman felt arms slink around his shoulders, and then he was up in the air, War's sword stroke missing him by a hair. Iceman turned and saw that Angel was carrying him away, and that nearby Storm was facing off against the horseman, or horsewoman.

"You're tactics will fail you foul woman. I am not as easy to defeat as two untutored children. You will pay dearly for the deaths of my friends." Storm's eyes flashed as she spoke. Iceman knew she referred to the War's killing two of her former team of Roulette, the team she had formed along with Gambit, at the time Apocalypse had attacked Muir Isle II. In many ways that battle had led directly to this one.

Iceman had seen Storm fight before for her very life, and he knew that what he was seeing now went beyond anything she had done before. In front of him at any rate.

"Vengeance. At one time I would have manipulated you into this position wind-rider. I would have reveled in your pain, and taking you when your emotions were at their peak, for that is when the life essence flows strongest. Now I seek only to eliminate." War's voice was almost clinical, yet the sultry, smoky voice that had once been Selene's, still lay below the surface. It was as if another Selene had been superimposed upon the former, both integral to her character, and Iceman realized that War was not just a super powered version of Selene, but something beyond even that.

The sky darkened as Storm gathered her power, even as the air around War began to shimmer, and strange half symbols appeared and disappeared around her within the blink of an eye. With a great cry Storm struck, her arms outstretched towards War and thunder rippled across the sky and lightning smashed down upon War. And not just once, but bolt after bolt of raw energy, five times hotter than the sun smashed down on the form of War. Iceman held his breath. Could even War survive something like that?

Then he saw it, a flicker of green, and then brighter as a circle of pure green energy surrounded the figure of War, and lightning slammed into it, seemingly adding to the power of the green bubble.

"No!" Storm cried out in anger and increased the fury of her attack. Ball lightning hurtled out of the sky in droves, smashing against the green bubble, only to dissolve as they hit. Yet Iceman could see that War was flinching with every hit.

"Sorcery. . . War is making use of sorcery. I never believed it to be possible. . ." Angel sounded completely awed. Iceman had to agree. War was utilizing arts that he could not comprehend. The power of a horseman of Apocalypse, added to the considerable power of a witch made War a more than formidable opponent.

What raged before them was a battle of pure elemental forces against arcane. If War had been a more ordinary person, Storm may have overcome her; however War had the power of a horseman behind her. Storm had begun to falter, the glowing light in her eyes fading as her usage of her mastery over the elements took it's toll on her. Her shoulders drooped, and her attacks grew more frenzied, yet less accurate. In moments War floated in front of Storm, who hovered before her, gasping. With a smile, War threw off her protective bubble. Storm with all her strength lunged forward, her hands completely flat, in a killing move that would render her opponent completely numb. However, War easily dodged her attack, and grabbed her arms imperiously. Then Storm screamed as energy leeched out of her towards War. Angel was moving, as was Iceman, jumping out of his friends grasp, and onto a slide of ice that propelled him through the air towards War. He could hear himself screaming, hear Angel yelling, and Storm's cries of pain. Suddenly Weapon X was there, leaping through the air from a parapet a few meters behind War. War seemed to know the danger and turned, letting go of Storm, but it was too late, as Weapon X's claws on his one hand cut through her armor and sunk into the flesh underneath. War fell backward and Weapon X grabbed her with his legs, and began to maul her with his hand. Angel grabbed Storm before she fell to the ground, while Iceman continued heading for War and Weapon X.

War fell first, her fall breaking Weapon X's, who lost his grip and stumbled off War. He turned snarling, and Iceman realized that Weapon X was in a berserker rage. Which was better for them. Weapon X in a rage was nigh unstoppable. War was already standing, and her helmet was half broken, her cape in tatters. She leapt back to avoid Weapon X's attack, and pulled off her helmet at the same time. Iceman was still moving towards her, with hate in his heart, but even he could not deny the gasp that rose to his lips. War was beautiful, her face nearly perfectly proportioned, with dark eyes on alabaster skin, and long gleaming straight hair falling till her shoulders. She was perhaps the most beautiful woman Iceman had ever seen. He reminded himself with a shake of his head that she was not a woman, but a heartless monster of a horseman of Apocalypse.

War had already pulled out her sword from its sheath, and stood ready and waiting for Weapon X. They met in a resounding fury, as claw met burning sword. Weapon X swung his Adamantium stub of a right hand, but War caught it on her armor. Her armor bent inwards, but she was unscathed otherwise. Weapon X was physically strong, but War was stronger and she flung him backwards breaking the lock.

Iceman had seen Weapon X fight, and he knew that the irascible X-man was arguably the finest hand-to-hand fighter in the world. However, his attacks barely had any effect on War, who seemingly could sense the future as she managed to block, parry or reverse all of his attacks. It was a measure of Weapon X's skill that her counters or attacks never managed to truly hurt him either. Iceman was there now, and he began to funnel pure icy energy towards War.

However Iceman's efforts just spurred War on to greater effort and she began to attack with greater force, finally knocking Weapon X back, and in the same stroke sent a wave of burning energy towards Iceman. It hit Iceman square on his chest and he fell to the ground in agony, reverting from ice form to his normal self.

"Bobby!" Angel cried out in anger and worry as he arrived at the scene, and began attacking War, but Angel was a poor offensive fighter, and in a matter of seconds War had managed to pin him against the ground under her foot, with her sword at his chin.

"Your spirit is strong. It will sustain me well, to weather the coming battles." She bent down, over the struggling, yet nearly immobilized Angel.

Weapon X was charging her again, but she muttered an incantation and fluttered her hand in his direction. With a dull boom Weapon X was knocked back several meters where he lay stunned as coils of green energy began to constrict him.

Suddenly Colossus rose out of the ground a few feet away, and began to move purposefully towards War, limping slightly, and hunched over a little from the brutal attack of War a few minutes ago. Once again War tried a spell, but as soon as it struck Colossus it flowed into nothingness. It took War a moment to realize her spell had failed.

In stunned amazement she looked up, and then her face fell in chagrin as she seemed to realize something. But it was too late, and Colossus swung with all his might before War could take any defensive posture. The blow sent shudders through the ground, and War literally went flying off.

Colossus grunted and sank to the ground, as the pain of War's earlier attack buckled his knees. Weapon X walked forward, his movements still stiff from the numbness that had spread through him from War's spell.

Iceman had recovered enough to walk up to them, but he was still in his normal human form. It would be a few more minutes before he could change to his frozen form. Storm walked up to them stumbling slightly, her eyes slightly glazed. Angel slowly stood as well, looking none the worse for wear. Colossus needed help though.

"We gotta get the russkie some aid quick. There's nothin' blocking our way to the Tower. Let's go there to find what we need." Weapon X took command, as Storm was incapacitated. Magneto had drilled them unceasingly on the chain of command. Iceman had originally felt embarrassed that he ranked fairly low in the hierarchy of leaders, and he knew that of the people in his group, he would be the last chosen as the leader. He knew his limitation now though, and understood that he would not make a very good leader. However he also knew that in case anything happened to Weapon X, he would have to take command, as neither Angel, Storm, nor Colossus were in any shape to take command.

He moved forward, getting ready to weaken any wall so that they could break through easily.

x---------------------------------x

"Magneto!" A blur swooped through the air as Magneto readied his attack. However, Polaris was too fast, and she slammed into Magneto, crushing his protective field by slamming into it with one generated with all her power. Magneto's hold over the magnetic currents slipped, and he fell to the ground, followed by a vengeful Polaris.

Magneto slammed into the ground, just managing to regain enough control to protect his back from being shattered. Before he could orient himself, Polaris struck again, sending out an EMP powerful enough to cause all electronic components in the surrounding two kilometers to go haywire. A dangerous move, especially considering the destructive potential of the Tower's battlements. However, the Tower had been long protected against such an attack, albeit it was expected to be one launched by Magneto not Polaris. As the EMP spread outwards, the Tower's systems shut down, except those powered through other means than electronic, using Celestial technology.

However Magneto was caught unawares and the EMP caused him to lose motor control for a few seconds. He fell to the ground, fumbling to get up when Polaris swooped down above him.

"I was born to fight you Magneto, raised to be the perfect assassin. My father trained me to kill you, and I will avenge his death now." Polaris lifted a hand, and Magneto floated upwards. His mind struggled to regain control of himself, and he tried to draw the magnetic currents he could feel around him to himself. But the EMP had staggered him, and Polaris was capitalizing on it.

She cocked a fist, and punched him in the head, stunning him further. She punched him again, but this time her punch caught him on the jaw, and he was propelled out of her grasp, and onto the ground in front of her. However, this time the punch had knocked him to his senses. The beautiful woman in front of him was so much like him he though to himself, pityingly. Angry, vengeful, ready to tear apart those that hurt her. She had had no guidance, save that form her father, the insane External Archanfel. He cursed Archanfel for so corrupting a child.

He set his mouth in a grim line as Polaris approached. The damage had been done, and it was his sorry job to exterminate those that threatened the security and peace of this world. Apocalypse had nearly destroyed the world, and Polaris was as vile as any of his underlings now.

He rose from the ground faster than Polaris could comprehend and immediately sent a beam of pure magnetic energy at Polaris, knocking her backwards. At the same time he shot forward, grabbing her by the throat and flinging her in the air, following within moments, and slamming into her back. She cried out in pain, but Magneto could tell that her back had not been broken. Her armor had protected her from that. He moved again, slinking around behind her as she struggled to adjust herself in the air, and pulling all metal in the area towards him, causing hundreds of small metallic objects to come flying through the air, directly at her.

Polaris had managed to regain enough control to repel most of them, and dodged the others, but it left her open for an attack by Magneto, who quickly utilized his advantage to push her away with a wall of magnetic force.

However she managed to repel the attack easily, and turned to him.

"Your old attacks won't work on me Magneto. I know all your moves, and I know how to avoid some of them. You don't know all of mine, and that is why you'll be the one to die today."

Polaris rushed forward, and Magneto flew forward to meet her, bracing himself for impact.

Polaris did the same, but at the last minute Magneto stopped, and began drawing energy form

Polaris, adding her power to his, managing to tap into more of the magnetic field than he normally could, exert more control, and in effect almost double his power.

She gasped in surprise, and then chagrin as she realized that he had done this before, when she had faced him the last time at the Tower, when Archanfel had died.

He quickly formed a shield in front of him, which was powerful enough to stop Polaris' charge. He then sent her flying with EMP at point blank range. Polaris smashed into the ground.

Magneto floated down nearby and watched her struggle to rise. Her nose was bleeding from the attack, much as Magneto's was from her earlier attack. She gazed at him blankly, and Magneto began to augment his strength, adding power to himself, readying for a blow that would snap Polaris' neck easily. Before he could however, he heard a yell. His wife, Rogue; and she was nearby. Then he heard Quicksilver shout in anger. And he heard his daughter scream. He knew he couldn't finish Polaris this quickly, so he backhanded her, knocking her out. He then rose into the air, heading for the sound, fearing the worst.

x------------------------------------x

Sneaking was harder than he remembered. Then again, he didn't exactly remember all that much. Or maybe the problem was that he remembered too much. He could distinctly remember three Magneto's, one an enemy, one a friend, and then this one, so much like the friend, and yet different. And Xavier had been alive in this world. Alive until recently. Not dead and gone from before. Killed by. . . what? Bishop could not remember, and he knew that it was that which he could not remember that caused all of this.

The Tower was large, and generally well guarded, but Bishop had not found too much resistance. Most of the guards had gone to where the X-men had prepared an attack. Some of the guards he had taken out had been whispering that even Apocalypse had gone to take part in this battle. That did not bode well. From all accounts the Apocalypse in this world. . . ? was even crueler and more powerful than in the others. And his forces more strategically placed. That was most likely due to the fact that his External lieutenants had been in control of much of the operations for many years, while Apocalypse had concerned himself with something else.

Apocalypse had been ever wasteful.

Bishop had not known the location of Apocalypse's inner sanctum. It had not taken long to figure out where it was.

Two large double doors in front of him stood closed, while two mutant guards stood in front of them. Before they knew or understood what was happening, Bishop had darted in and pushed one to the side, while knocking the other unconscious with a controlled burst of his power. The other shot at Bishop with some projectile power, but Bishop shrugged off the pain and absorbed the power to add to his own. Before the stunned guard understood what had happened, Bishop had moved next to him and calmly snapped his neck. He then let the body drop to the ground. He moved to the doors, which opened for him.

Inside the doors was a large chamber, the roof of which extended far above. The walls were lined with large monitors, flanked by smaller ones, and terminals displayed data. Robed men sat at each terminal, entering commands, or merely reporting to other areas. Two elevations existed, a large one surrounding a smaller higher one. The middle one had a large throne on it, whilst the others had smaller thrones, if more ornate. Bishop knew that this was Apocalypse's war chamber, his battle room. The command centre. He looked to the side, and saw something that made him shy back in horror. Two cords snaked down form the roof, onto which the arms of a woman were shackled. A larger apparatus sprung out of the ground below the woman, attaching large tentacle like cords to the sides. The woman's face was bowed, and wispy white hair covered her face. Bishop instinctively knew the name of the woman.

"Destiny. What has he done to you. . .?" Bishop moved forward to help the woman. As he did the robed figures at the terminals suddenly sprung up in one motion and began walking towards him, their movements perfectly coordinated.

"Cease thy action, lowly dog, or face the wrath of those most loyal to the Lord Apocalypse." They seemed to intone as one, and Bishop stared at them bemusedly. He knew these foul wretches as well. A surge of anger and need for vengeance surged through him, and suddenly he let loose with all his power, felling the foul robed zombie-like Madrox copies. They had hurt him, they were foul, and they would DIE!!!

As the haze of hate and rage lifted Bishop turned back to Destiny.

As he watched her, her head moved slightly, and her bandaged, blind eyes looked at him, or in his approximate direction. It did seem as though Destiny was looking right at him though.

"And. . . so. . . the Dark, timeless man arrives. Well met, time hopper. Your coming gives me strength, for I perceive my chains too are broken. Fate binds us in so many different ways. And yet, I know, I Know, that my fate as always is thus. My sight is a gift and a curse. Tell Raven that I love her, and wish her well."

As she spoke Bishop became aware of a dull thumping sound, as though solid stone was hammering slowly against the metallic structure of the large room's interior. Suddenly the wall behind Destiny began to move, sliding along a predetermined path, and a massive corridor became visible behind her, a corridor stretching into dark gloom. The thumping grew louder, and then suddenly the gloom was dispelled by a bright light. Bishop covered his eyes, and ducked.

He blinked rapidly trying to adjust his eyes to the brightness. As he looked up he saw a large shape behind Destiny. It took a moment for him to clearly see the figure. It was all stone, it seemed, a statue of a man, decked in ancient attire, Egyptian it seemed, with a single jewel inscribed in the centre of the stone turban on the head.

"Thou hast encountered the future, timeless one. Now focus thine eyes upon the past. Verily it shalt be the last sight of thy eyes. I am Ozymandias, first to follow our glorious Dark Lord. I hath foolishly opposed him, and thusly serve my penance now, and forever, a chronicler of deeds come and gone. It is meet that we join in battle, for what does one displaced by time have to fear most but the past?"

Bishop would have bet his life that the stone man, Ozymandias could not have moved as fast as he did, until the moment that Ozymandias struck. A stone fist caught Bishop hard on the shoulder, and he rolled with the blow. As he fell to the floor, he clutched his shoulder in pain. Physically he was no match for the brute, Bishop knew.

Ozymandias again moved quickly, rushing Bishop. Bishop leapt back and focused his energies on a high intensity beam of force. It had about as much effect as throwing a brick on a tank. Ozymandias shrugged off the attack as though it were nothing, and continued on, as implacable as the rock he was seemingly made up of. Bishop backed away warily, knowing that he was in trouble.

"Do not be disheartened anomaly out of time. You have the means to defeat this foe, you simply must use them."

Bishop heard Destiny's words, but he couldn't focus on them. He expected Ozymandias to finish the seer quickly, but apparently Ozymandias did not care to do anything about the old mutant woman. His attention was all on Bishop. Bishop found that a little flattering, and a little irritating. He vowed to never again pick a fight with a rock.

"Cease thy running worm. Thou art as dead as thy fellow X-men. It is meet that you die quickly rather than prolong thy agony."

Bishop was growing a little annoyed by the archaic way Ozymandias spoke. It was bad enough that he was going to be killed by a rock, but a poetically inclined rock was taking things too far.

He also realized that his humor was out of place, and he discarded it, for the time being.

"You speak a lot of bullshit, and make few factual statements. Now kill me already, and spare me your stupid way of talking, it's gotten a little old, I mean, for a chronicler of deeds, you seem to hang around in the past a bit too much. Then again, that is your day job isn't it?"

Bishop ducked under another punch, and rolled backwards. He smoothly picked up the body of a Madri and flung it at Ozymandias. Ozymandias smoothly swung his arm, and the Madri's body crumpled under the force of the blow, flying through the air to land against the wall, and then fall to the ground in a heap. The monolithic man of stone moved forward inexorably, and Bishop backed away cursing.

Ozymandias smiled, for the first time in ages, seeing a man retreat from his advance, much as it had once been, before Apocalypse had come to tear away all that he once held dear, and committing him to a life of eternal slavery. A world which he accepted now, knowing that to rise against Apocalypse was his own doom. And over the years, his life had eroded away all feelings and emotions, leaving him much like the stone his flesh had become.

"Face my minions." He spoke a single word, and the very walls behind him suddenly came alive as carved statues of ancient warriors came to life, running forward with no expression.

Bishop leapt back as one of them swiped at him with its blade, and then rolled to the side as another attempted to skewer him. Using footwork he had not employed for nearly a decade, Bishop leapt towards a third, and using the stone as a springboard, leapt onto another, snaking an arm around the head, and gripping the sword arm. It was like clutching unmoving rock. Bishop tried with all his strength to move the arm he held, but the statue would not be budged, and then the hand began to turn, aiming the sword held in it towards Bishop.

However the creatures mindlessness worked against them. The other two leapt forward, and in their attempt to kill Bishop, they tore apart the one Bishop had been riding. Bishop fell back, a heavy stone sword in his hands. He could barely hold the thing upright, and he knew fighting with this thing would do him no good. He leapt backwards, his hands groping for anything. He found a metal chair and flung it at the soldiers, who cut it down with their stone swords. However their swords became chipped, and Bishop knew that they could only damage steel till a point when their swords would no longer be solid, but would crumble. He quickly turned and using his power tore one of the giant monitors down, backing away as it crushed one of the two soldiers.

Bishop ran to the monitor and using his power he managed to tear a part of it out of the framework. Not a perfect staff, but an adequate one for the moment.

Bishop ran forward, attacking the stone warrior. The warrior fought back, blocking nearly every attack. However Bishop's weapon was made of a metallic material, and it chipped away the stone, until the warriors sword shattered before a powerful cut. With a sudden reversal, Bishop cut the warrior in two.

The warrior fell, and Bishop stood triumphant, but tiring. A flicker of movement and a sudden thumping alerted him to Ozymandias charging him from the side. Bishop ducked to the side to narrowly avoid the charging behemoth. As Ozymandias slowed and turned to face Bishop again Bishop struck chopping at the stone body with his makeshift staff, until Ozymandias turned suddenly and grabbed the weapon. Before Bishop could react it was pulled out of his hands and tossed aside. Bishop backed away again until his back hit a wall. He looked up and saw that he was directly below Destiny. Ozymandias approached him, and Bishop knew that he had backed into a corner. Escape to the left was impossible as the monitor had fallen there, and escape to the right was unlikely, as Ozymandias' soldier lay there, the rubble blocking his path. It was unlikely that he could navigate it before Ozymandias reached him. For a being so large and made of stone, he was surprisingly fast. Ozymandias' grin grew wider.

"Now timeless one. Use your power and destroy the support pillars holding me up. The chain reaction will cause the upper half of my confinement to fall upon him."

Bishop gawked up at the seer.

"But that would kill you as well!" Bishop understood immediately that what she said would work, but he also knew that it would kill her.

"Do not argue with me! You WILL do it, for I have seen it. I am not important enough for you to balance my life against a world. Besides, I will die anyway, for the release of my love has freed me, and I will simply give into my pain and die. Now Do IT, I am Destiny, and even timeless ones have to do as destiny requires!"

The woman's voice was harsh and unforgiving, and Bishop knew immediately that he WOULD do as she said, for her reasoning made perfect sense. And if he did not move fast, Ozymandias would reach him.

With a yell of anger he spun around and pushed his hands onto the surface of each pillar like shackle holding up Destiny. His power sprung from his hands, and tore the pillars apart, at the same time burning his palms, which had been placed on the point of contact. He gritted his teeth against the pain, and held on till the pillars were gone. Behind him he heard Ozymandias gasp in surprise.

"Thou wouldst not! Thou canst not!" Ozymandias backed away as the horrifying truth became clear to his all seeing eyes. He shied back as a rumble began above him, and then the entire apparatus Destiny had been chained to broke free of the ceiling and tumbled down.

Bishop realized that Destiny had been caught between two amazing forces, and realized that she had been holding up an amazing amount of weight. As he looked up he saw Destiny smile.

"The power of time is amazing, you yourself know this. The technology allows me to hold it up, as long as I continue to see the future, and transmit it to the monitors. With your attack you destroyed that necessity, and in effect freed me to do as I will. Tell Raven I love her. And thank you." Then her mouth became set, and strangely she relaxed. As she did, her bindings sprung free and the large apparatus above her came down upon her, and slid down the roof as it did, the mass of equipment falling towards Ozymandias.

"No! Master!" Ozymandias fell to his knees and put his hands above his head protectively.

The embodiment of the future came together with the embodiment of the past explosively in the present. Bishop stared in awe as Destiny was crushed between Ozymandias and the tons behind her for a split second, before the masses of equipment fell upon Ozymandias, crushing him utterly, and then exploding.

The shockwaves sent Bishop flying, and he slammed into a wall.

He slumped to the ground, unconscious.

x--------------------------------------x

As soon as she was able Rogue had tried to find her family, and had succeeded in finding her two step children. They had quickly decided to stick together in case of any attack and attempt to find the others before splitting up. They realized they had been flung further away than most others, and had swung closer to the Tower's walls in order to sneak better. And if they found an entrance, then they could cause further havoc from the inside, which was after all their main goal. To ensure that Bishop would find his way to Apocalypse's inner sanctum, and from there devise a way to escape to his true world. And perhaps heal this one.

They had stumbled across a large turret, possibly for surface to air attacks, and had begun destroying it. The more damage they caused Apocalypse, the better.

They had no sooner begun when Scarlet Witch suddenly shouted a warning from above, where she was watching. Quicksilver and she turned to face the coming challenge, ready for anything. Or so they thought.

Within seconds of Scarlet Witch's warning, their enemy had shown up. And Rogue knew that they were not ready for Him.

Apocalypse had moved with frightening speed, crossing meters in moments, and stood before them.

"And so I find the children and wife of Magneto. You are all gifted, and have all proven yourselves strong." Typical Apocalypse rhetoric thought Rogue as he spoke.

Then Apocalypse pointed a thick finger at Scarlet Witch.

"You however, are beyond even your father. You do not only possess mutant powers, but can tap into the arcane world. Of all the foes I have faced, it is the wielders of sorcery that have proven to be the greatest challenges. Selene, Saul, even that maddening philosopher Strange. However with all of them I was not able to grasp what source they tapped into. They were each to set in their ways, even War, as Selene is now known, and who is utterly my creature, is too set in her usage of her powers to effectively explain it to me. You however are young, and yet untaught. You will learn, and as you do so shall I."

Saying so Apocalypse began moving towards Scarlet Witch, as though he intended to just take her.

"Why don't ya'll just take a step back, and figure out that we all ain't about ta let ya have her Apocalypse." Rogue yelled her challenge to Apocalypse, and then flew forward, her body lanced to strike. As she did, Quicksilver took to his feet and raced towards Apocalypse. He managed to land more than ten blows before Apocalypse managed to retaliate. As Quicksilver struck at him, Apocalypse doubled in size, and before even Quicksilver could adjust, the area he was attacking, now Apocalypse's thigh, suddenly grew spikes. Quicksilver yelled an oath and reeled backwards, just managing to stop himself from impaling his arms.

Rogue had reached Apocalypse and she struck his chest, causing even Apocalypse to stagger backwards.

He smiled at her.

"Very impressive Rogue. You are truly fit. . ." his expression darkened with the threat of sudden violence, "but NOT fit enough!" So saying he extended a hand that snatched Rogue out of the sky, and flung her to ground in front of him. Before Rogue could regain her footing, his hand crashed down on her.

Above her Rogue distantly heard Scarlet Witch scream in anger, before suddenly thrashing purple flames flared up around and below Apocalypse.

Apocalypse smiled at Scarlet Witch from inside the flames.

"You are not quite so strong yet that any magical attack of yours will cause me any harm. Sorcerers such as Saul who had had centuries to perfect their art could not defeat me, and their weakest attack was a hundred times stronger than this," he gestured around him at the flames to indicate what he meant.

Rogue slowly got to her feet again, and this time Apocalypse didn't bother to punch her. He instead kicked her hard enough to send her flying. She landed with a crunch on the base of the turret she had helped destroy, creating a dent in the metal the size of her body.

Before Quicksilver could initiate another attack, Apocalypse brought his hand a mere foot away from Quicksilver. Before Quicksilver could back away a sudden burst of power sent him flying back. He lay in a heap, his Kevlar outfit partially torn, his eyes glazed over.

Apocalypse turned to Scarlet Witch.

"Now you will come with me." His left hand darted forward and grabbed her. Before she could attempt to escape, a sudden surge of power sent shockwaves up her spine and she went limp in his fist.

Rogue struggled to stand, but Apocalypse's attack had left her numb, and she could not move properly yet. Apocalypse spared her a glance, but then turned and walked away.

Rogue had just managed to get to her feet, when Magneto showed up. He flew over to her, and landed by her, taking her in his arms.

"Rogue? Are you all right? What happened?" He held her tenderly, brushing back the hair from her forehead. Magneto's concern deepened as he noticed that Rogue's nose was bleeding. It took a lot to make Rogue bleed.

"Apocalypse happened Erik. He took her. . . he took Wanda." Rogue sighed and fell into his arms.

x---------------------------------------------------x

Emma and Psylocke had finally left Rumik's body, and begun to find their away around the Tower. Exodus had trapped them better than he knew. They had no idea where to go. Psylocke's grief did not help either. While Emma would have generally enjoyed Psylocke's helplessness, at this time it was a hindrance she could much easily do without.

Emma knew that she would not easily be able to find her way around the Tower, and she also knew that Psylocke, despite having been a captive for a few days, would not know how to navigate the Tower either.

Emma sighed. She would have to trust her instincts, rely on luck and gut feeling alone. Emma did not like it, although she had been forced to do so before. Before she became the White Queen. And Exodus's pet. . . Emma thought bitterly.

Emma shook her head to rid herself of the memories. Enough time later to deal with the bitterness that meeting Exodus again had caused.

"Come on Psylocke. We'll head in this direction. Something tells me that's where we need to go." She didn't add that she was playing blindly, trusting to luck more than anything else. No need to let Psylocke get ahead in their competition, just in case she made a recovery sooner than expected.

Walking down the corridors, seemingly at random, Emma was struck by the seeming random efficiency of the Tower. It was meant to be a militaristic compound, yet echoes of the Externals machinations remained. Echoes of the duplicitous nature and ambition of the one time rulers of these halls.

Echoes of Emma's own life at one time.

"Wait." Emma stopped as Psylocke suddenly moved forward purposefully. She narrowed her eyes at the beautiful Englishwoman. Psylocke should not be so confident already. Then again, it was better in many ways. Having a functional companion was better than having a moping child. Of course, the latter afforded Emma near certain long term advantage in their contest. She shook her head suddenly. Not half an hour had passed since they had nearly been killed by Exodus for their lack of working together, and the underlying hostility between them, and already she was back to thinking about their 'game'. Long standing habit she supposed, then dismissed the thought as Psylocke tensed up ahead.

"What is it?" Emma spoke louder than Psylocke, who hurriedly shushed her. Emma felt childish anger swell in her, and felt the urge to tell Psylocke to shush herself.

"I can hear someone. . . a man, screaming. Come on Emma, we must help whoever is being tortured in this hell!" Psylocke ran forward, as silent as a ninja. Emma couldn't help but wonder that Psylocke would have probably made a very talented ninja. She was also worried that Psylocke intended to somehow take revenge for Helena. And her headstrong actions might get her killed right now. Emma would have to make sure that Psylocke used her anger constructively.

Emma shook her head in slight derision. She had to stop being so damn manipulative. . . but it was so much fun. She smiled and followed Psylocke.

The hall they entered was like any other, except that in the centre of this one rose a contraption that could only be a torture device. It was shaped like an arrow, with sloping sides off the pointed top. Each side held manacles, she presumed from the sight of a man strapped into them, to hold the tortured. The man moaned in pain, but hung his head back again. A smooth high forehead, with jutting black eyebrows. A classic nose, and wide slightly full lips. The hair was long and black, and tied back in a ponytail. Yet not a rugged look, but a look of sheer aristocracy. The mans chest was bare, and he wore plain black hose like tights, with sleek leather boots. Emma would have known that face anywhere.

The sideburns were similar to Exodus's old ones, in the style that was preferred by the Hellfire Lords Cardinal. The style preferred by the men Emma had once considered her allies, if not friends.

Emma had never expected to see Sebastian Shaw again, thinking him buried under tons of rubble, sure that even his extremely powerful mutation could not handle such sheer weight.

It appeared she was wrong.

"Shaw. . ." Emma didn't realize she had begun speaking until the sound crossed her lips in a whisper. Psylocke gave her a quizzical look.

Emma moved forward and suddenly a scowl demonized her features. There were two other men in the room, two robed figures. Two people who were torturing the man who had nearly helped raise her, so long ago.

The man who had been among those to corrupt her slowly. A man much like Exodus. A man she hated.

Suddenly Psylocke was moving, her purple hued dagger jutting out above her wrist. Before the two robed men could even take any defensive action, she had fried their synapses. They dropped to the floor, their cowls parting enough for Emma to see that they were likely dead; with the amount of blood leaking from their nose Emma wondered if they had even rudimentary psionic defenses placed.

However their violent deaths had resulted in the release of Sebastian Shaw, and the former Black King of the Hellfire Club slowly rose from his backward bent position slowly, and with great pain.

"So. . . I have the X-men, and my one time co-ruler to thank. . . you look as lovely as ever my dear Emma." Shaw smiled weakly, and Emma was sure he was milking his former position, and current situation for all he was worth. Which wasn't much, not to Emma.

"You're a fool Shaw. I don't know how you survived, or what you did to be tortured, but it's all moot. I'm here for one thing now. To kill you." Emma dived into his mind, tearing out his secrets, learning all she could about him. So. . . he was Apocalypse's one time spy, and his own passion had been his undoing. A pity.

Emma began to laugh.

"What is so amusing, woman?" Shaw was standing up now, nearly completely healed. His power allowed him to convert any sort of physical harm into personal strength. His hurts had probably already made him doubly as strong. He was edging closer to her, but Emma knew that he was scared of her. He was afraid of any telepath. And he wasn't quite as invulnerable as he had always claimed.

She quickly sent what she had learnt to Psylocke, and saw the woman's face darken.

Shaw moved closer to Emma, talking, trying to bluff his way close enough to her, at times placating, at times angry. Emma didn't care. Her smile widened as she saw Psylocke draw out her psychic knife again. Her smile flustered Shaw even more, and his frown deepened.

"Why Sebastian! You shouldn't frown, it makes you look your real age. . . sooo. . . old." Emma laughed, a tinkling silver laugh, and she saw Shaw's face redden in anger. In his disoriented state he was in no shape to face her. She knew which buttons to push.

"After all. . . if you had to satiate yourself with an alien. . . you really must be getting old. Your sexual prowess waning so much?" Shaw could never take assaults on his sexuality. He snarled and rushed forward. However Psylocke was faster, and she latched onto him from behind, and sunk her psychic knife into his head.

Shaw screamed and his hands clutched at Psylockes hand driving the knife in, but her psionic discharge was having its effect. Shaw fell to the floor, writhing in mental agony.

"Wait Psylocke. Let me finish this." Psylocke stepped back as Emma stepped forward and knelt to look into Shaw's face.

"You molded me into a ruthless manipulative creature all those years ago Shaw. . . and now I'm paying you back. . . for all your favors. . ." Emma smiled in vindictiveness as she deliberately, and slowly shut down his mind. Shaw's defenses had been broken by the torture and Psylocke's knife, and he could only lie helplessly, his nerves paralyzed as Emma killed him.

Emma stood after it was done and turned to Psylocke.

"I appreciate you help. Have you exorcized your need to kill yet?" Psylocke raised an eyebrow, and then shook her head grimly.

"No. I want vengeance Emma. And that can only come once we face Exodus again." Psylocke spat out the Externals name.

Emma nodded.

"Come on then. We'll find him, and the others, and take our revenge." Emma turned and they walked out of the hall, and onwards.

x-------------------------------x

They all met up again near the turret where Scarlet Witch had been captured. Magneto had torn apart the turret and headed inside, in an attempt to reach Apocalypse's own inner sanctum, if that was where Apocalypse was going with his daughter. Rogue had healed, especially after a small absorption from both Sabretooth and Weapon X. Now Cyclops, Phoenix, Rogue, Angel and Storm searched for Apocalypse in the lower levels of the Tower, while Quicksilver, Colossus, Weapon X, Sabretooth, Psylocke and Blink searched the middle. Nate Grey, Sunfire, Iceman and Emma Frost, who had been found with Psylocke attempting to leave the Tower, stayed close behind Magneto, following the path he had left to Apocalypse's lair. Cecilia had healed some of them as best she could, but she could not follow them now, and so she remained in the lower levels, in her infirmary. Cyclops disliked leaving her there. . . but he had no other choice.

Cyclops felt like sighing as they followed another corridor. The Tower had been his home for much of his life, and returning to it was like coming full circle. Sinister's laboratory had been only a few meters away from where they now walked. Or sneaked.

They had faced minimal resistance, most of their possible opponents being destroyed in the initial assault. Cyclops also knew that this only left the best of them for the X-men and himself to handle. The Elite Mutant Force, The Prelates, and Apocalypse and his Lieutenants, and one more horseman, War. Given that they were inside the Tower now, Cyclops assumed that his opponents would be inside the Tower as well.

After their showdown in the now destroyed grounds outside, Cyclops was itching to get his hands on his brother. If for no other reason than to stop Havok from hurting anyone else. Havok would be after him, Cyclops knew, and therefore it was his responsibility to take him out.

A sudden shudder ran through the ground and the Tower, and everyone braced themselves. Cyclops looked around quickly, but the tremor had passed. It wasn't the first. For the last ten minutes there had sporadic tremors. This was the third.

Cyclops wondered what it was for all the time it took them to turn the corner.

"Ah'll be damned. . .!" Rogue lifted her hand in a command to stop.

Directly ahead of them was a massive hole in the wall, as though someone had blasted through it. The someone was also very apparent. A few meter's down the hall beyond the hole stood Apocalypse, in his arms a very unconscious Scarlet Witch.

"You X-men are extremely persistent. An attribute that can be both a strength and a weakness. A strength if your opponent is unprepared. I on the other hand, am always prepared." Apocalypse's voice was impossibly deep, and as he spoke he swelled a little in size.

Cyclops immediately darted left, as Storm went to the right, each flanking their team from either side, engaging Apocalypse in a V formation. Angel took to the air directly above Rogue and Phoenix, who faced down Apocalypse.

Apocalypse laughed, a great booming sound that echoed through the hallways.

"Do not be so foolish as to think you can stop me. . ." His gaze shifted from Rogue to Cyclops.

"So, the traitor returns. You would have been given amongst the highest of honors amongst my armies Cyclops. Once I rid myself of Sammael, you would have taken his place as the general of my armies, the general for the final strike against the Human High Council. As it is, they are a negligible threat now, but my victory has come at the cost of my Sea Wall. The defensive Perimeter has been destroyed in some areas, and its perfection against any alien attack is lost. A weakness I had not expected grew within you. A great disappointment."

"Enough talk." Phoenix snapped, and immediately concentrated her attack, telepathically bombarding Apocalypse's mind.

Cyclops unleashes his attack at the same time, completely synchronized with Phoenix, due to their mental rapport. Storm hesitated, knowing her attacks could well kill Scarlet Witch. Angel swooped down from above, his fist cocked to strike down Apocalypse. Rogue also moved forward, gliding towards Apocalypse.

In a nonchalant manner, Apocalypse tossed Scarlet Witch at Angel, who quickly modified his attack to a desperate grab for Scarlet Witch. He caught her in mid air, and lurched slightly under the weight.

Cyclops and Phoenix's attacks seemed to have no effect, and Apocalypse turned to deal with Rogue. Rogue struck at Apocalypse with unbelievable speed, and earth-shattering strength, but Apocalypse smoothly evaded each blow as easily as though Rogue was moving slower than a snail. After Rogue had tried, unsuccessfully to strike Apocalypse three or four times, Apocalypse finally struck back. He grabbed Rogues wrist and then brutally swung her around in mid-air to slam against a wall. Without letting go he again smashed her into another wall, and then again, and again, smashing her body left and right into the walls on either side, until one of them broke under the force, and he left Rogue to fall sprawling on the other side of the newly made hole.

'Face the rage of nature itself foul demon!" Storm's eyes were shining bright blue, and suddenly sparked as Storm gestured towards Apocalypse. Lightning sizzled out the air and struck Apocalypse. Cyclops could feel the rush of air around him as suddenly Ball lightning sparked to life and hurtled towards Apocalypse.

Storm struck him multiple times, before Apocalypse finally seemed to notice her attack.

He turned to look at her and then smiled. A chill ran through Cyclops as he saw Apocalypse's inhuman smile, and the implicit pain in it. Storm's next Ball Lightning Apocalypse smashed his hands over, and then before Storm could comprehend what had happened, his hand smashed into her body, elongating from the elbow. The electrical energy trapped in his palm hurtled full force onto Storms body, and she fell twitching and spasming.

Apocalypse then finally turned his attention to Cyclops and Phoenix.

"A deadly combination you two are, every thought and action one. If I were a lesser being, I would have doubtlessly fallen by now." Apocalypse's left hand smashed into Phoenix, who just managed to pull up a telekinetic shield; in vain, as Apocalypse's attack broke through the shield, and Phoenix was flung backwards to lie sprawled on the ground, dazed.

Apocalypse's right hand moved towards Cyclops and before Cyclops could move to defend himself, the hand had snapped shut over his visor, and was lifting him up by the head. Cyclops immediately channeled all his power to his right gauntlet, and struck at Apocalypse's hand, freeing himself, and making Apocalypse grunt in surprise.

"I see Sinister's improvements have increased your ability to use your powers. Interesting. Your one weakness now exploited as a strength. Sinister was truly a genius. I almost regret his death." As he spoke Apocalypse's hand came together in the air in front of Cyclops, moving faster than Cyclops believed possible for something to move, as fast as Quicksilver himself could run. The hands clapped together and the shockwave sent Cyclops hurtling backwards.

In the space of two minutes Apocalypse had knocked down their entire team, Cyclops realized dazedly.

Meanwhile Angel finally got his bearings, after an unsuccessful attempt at waking up Scarlet Witch. Before he would attack Apocalypse though, the millennia old mutant turned to him and knocked him down from the sky with one hand. Before Angel could move, Apocalypse slammed his foot into his leg, crushing the bone underneath his boot. Angel screamed in pain, and rolled on the ground clutching at his broken left leg.

Apocalypse gathered Scarlet Witch into his arms again and walked towards the far end of the hall. The wall itself opened before him this time, and he walked into an elevator of some sort. Before they could even get back to their feet, Apocalypse was long gone.

Cyclops had to admit, looking at the condition of his team, that they were no match for Apocalypse.


Boobles………..

next update asap. have patience, only one more chappy and an epilogue to go.