Ultimate X-Men:

Issue 82

Cliffhanger

1 Week after the X-Men's Disbandment:

General Nick Fury walked into one of the science labs that he was keeping one of his… guest.

"What can I do for you, Fury?" His guest said without turning around.

Nick smiled as he walked up to the big man and looked up towards the roof. Hank McCoy frequently was upside down working on his computer, looking at the screens and testing his theory's.

"I know what you're going through is hard… but I assure you, what Professor Xavier and I did was for your own good." Fury said coming to a stop and looking at one of the screens closer to the ground. Fury couldn't understand anything on it as Hank typed away and changed screens. "You needed to stay focused on your work. If you were too concerned with your friends… it would have been an additional distraction."

"You made me believe I was keeping in regular contact with my family and friends." Hank said with a little heat in his voice. "You tricked my mind into remembering conversions with them… and it took Xavier dying for the effects to wear off so that I could see through it all.

"Everyone I've ever cared for thinks I'm dead… And how long did it take you to schedule this meeting with me? Two weeks? Three? And you're still late!" Hank shouted as he jumped from the ceiling and landed inches from Fury's face. "What makes you think I'm not just going to quit and walk out of here."

Fury didn't move, nor skipped a beat at Hank's new appearance as he narrowed his eyes at the much bigger man. "The fact that you can't." He said simply. "Don't forget who you're talking to, Hank McCoy."

Hank backed down and looked at the floor; he knew perfectly well what he could and could not do. He just had to have more time.

We thought you were dead… everyone thought you were dead. When you were resuscitated at the hospital, it was a shock to us all, but it was an opportunity we could not pass up." Fury stopped and walked a few paces away from the man. "You know all about the Legacy Virus.

"Your team… everyone here has made such advances in finding a cure for this virus, with your help. We gave you a singular purpose, one thing to focus on. The clock is ticking on this virus leaking out… we have it, but we can't be certain we can control it. We have to find a cure."

Hank looked down at the floor and sighed. "I know…" He said sadly.

"So, I see you've finally reversed the effects of the Weapon X experiment." Fury said as he crossed his arms over his chest. "No fur, you look much better."

"Thanks…" Hank said, smiling and looking up from the floor. "I feel better too, but I don't think I'll ever be able to get rid of these." He said opening his mouth and pointing at his sharp fangs.

"What kind of progress are you making on this thing?" Fury asked turning to look at one of the screens and making a funny face. "How close are we to being in the clear on this thing?"

"We're closer today than we were yesterday." Hank said walking over to the screen and pointing at something flashing. "To say anything more than that would be entirely too optimistic and incorrect. I want you to look at this right here…" Hank told Fury.

Fury bent over closer and watched as the blinking image started to move when Hank pushed a button. "Now this is the virus, watch as the antibodies enter the same blood source… look at what's happening."

Fury watched as the red blood cells were attacked by the white virus. When the yellow antibodies entered the sample they attacked the white objects, but something happened that Fury didn't expect. The white and yellow objects joined together to attack the red blood cells with… fury."

Fury stood up and shook his head. "Just keep me informed if there's any new breakthrough or discovery."

Hank nodded his head as Fury turned around and walked out of the room, leaving Hank alone in his lab.

Hank watched the man leave and then pushed a button on his computer. Another simulation popped up. This one showed the yellow antibodies attacking and killing the virus. Hank knew what Fury wanted and Hank would not give the man what he wanted.

Hank knew that some in the government wanted mutants gone and this virus… where ever it came from was the tool that they were going to use.

Alex pulled back his shoulder length hair and tied it into a small pony tail. He didn't want it to get in his face while he was sneaking around the complex. He left Colossus, Phase, Charger, and Blink back in the forest, telling them that he was the best one to go scout the perimeter.

When arguments broke out, Alex smiled and said that if anyone saw him, he could wipe their minds. There wasn't much argument left in them and Alex floated down the hill side and made his way.

Alex was wearing his uniform from the future, he felt like it fit the type of mission since he wanted to blend in with the night. Crouching down next to the fence, he picked up a stick and poked the metal wiring, watching the stick smoke.

Alex stood up and looked around him, but stopped when he heard something approaching him from behind. Alex was about to turn when a metal claw appeared at his eye level.

"And what do we have here…" A ruff voice said behind Alex.

"Wolverine?" Alex asked turning around as the claw withdraw back into his arm. "What on earth are you doing here?"

Alex looked at Wolverine and smiled. "Kid, what are you doing here?"

"I'm looking for my lost teammate… this is where…"

"Yeah… Cornelius is in there; Rose is a different story… you alone?"

"No, the rest of the team is coming down now."

"You getting better at that mental stuff, huh?" Wolverine said, slicing the metal fence behind Alex. Wolverine turned around as the rest of Alex's team walked out of the forest.

"Wolverine!" Colossus said walking up to the short man. "It's good to see you."

"Hey." He said to all four mutants. "Come on."

The six of them walked through the grounds and entered the complex. Every time a guard would catch them, Blink would throw something charged pink at them and they would disappear.

"What are you doing with them?" Wolverine asked after the five guards where gone.

Blink smiled as she walked past the man. "Thirty miles in any place but here."

Wolverine eyes went wide and he huffed. "Good girl."

"Shhh…" Phase said as he pushed a button to a door on the side of the wall. The group entered and looked around the huge room. There were hundreds of tubes filled with water and objects of various sizes floating in them.

"What is all this?" Charger asked as she walked up to one of the objects that looked like a small child.

Alex walked away from the rest of the group and looked at what looked like a teenage girl, but deformed. "He's cloning…" Alex said putting his hand on the tube. When Alex's hand made contact the eyes to the girl opened and Alex jumped back. "Head's up guys."

As soon as Alex said the words all the tubes exploded, spilling water everywhere. All the objects that could move jumped out of the tube and slowly made their way to the group in the center of the room. The ones that could not walked moved, anyway possible, to the group.

"What is this?" Blink shouted throwing a group of bone claws at some of the closest things and they blinked away.

"These are the good Dr.'s rejects." Sabertooth said appearing from a hole in the wall.

Wolverine looked over at the source of the voice and growled when Sabertooth made his way to the group. Some of the things that were walking started to gather around Sabertooth. "Aren't they cute…" He smiled as he moved his hand over the heads of the closet creatures.

"I'm sick of this!" Wolverine shouted as he popped his claws and jumped at Sabertooth, both hitting the floor hard.

"Let's do this, X-Men!" Alex said as he took to the air.

Colossus charged into a small group of little monsters and started throwing them around, punching and kicking.

Blink jumped into the air, flipping and throwing more small bone objects at some of the monsters below her, making them disappear and causing her to land in a clear area. She kicked and punched as others started to replace the ones that she made disappear.

Charger pulled some cards out of her pocket and charged them up before throwing them at a group of monsters that were charging towards her. When they exploded, Phase ran through the girl, phased and into a small group of monsters that replaced that group, phasing and un-phasing so he could kick and punch, then avoid being punched.

Alex watched the fight from above; blast some of the monsters with his powers and throwing others away from his teammates. He was paying so much attention to the group below he didn't noticed the girl that he had saw in the tube, crawling up the wall and above him.

The girl dropped down and landed on Alex, surprising him and both crashing to the ground below.

"Alex!" Peter shouted, but he couldn't get a clear view of the man due to the over whelming odds.

With a blast of telepathic powers, the girl flew off Alex and up into the air. The girl flew back down, but Alex waved his hand and the girl crashed into the far wall. Alex noticed that his jacket was smoking and looked down at it. Where the girl had touched him there were hand prints that were smoking. "Don't let them touch you!" Alex shouted to the group. "I think their skin is acidic."

"Get away from me!" Charger shouted as she picked up some nuts and bolts, charged them and threw them.

Peter punched another one of the monsters and made his way to Alex, looking over him. "Are you okay?"

"Peter, not know." Alex said throwing his hand a making a monster flew back. "You can't be on his team if you can't follow orders!" Alex shouted and flew into the air.

Colossus narrowed his eyes and shook his head. A little monster dove at him, but he grabbed the things neck and threw it as hard as he could at a wall, hearing a crunch, he turned to attack another group of monsters.

"They don't seem to be too—" Blink was saying, but stopped when a group of the monsters stopped and started growling. 'What on… ah! Ewww!" She yelled as all the little monsters around her popped claws out of their wrist. "What are these things!"

"Just like Sabertooth said… they are the rejects…" A voice in the darkness said. Alex turned his attention to it and gasped. A monster walked out of the darkness, something so horribly mutated that he didn't even look human anymore.

"Cornelius?" Alex said.

Wolverine slashed at Sabertooth's throat and the big man grabbed it, blood falling over his hands. He feel to his knees as Wolverine took and feel steps closer, pulling his claws back into his hands. "You're not even worth it." Wolverine kicked him in the chest and the bleeding man closed his eyes.

"What did you do with the girl!" Wolverine asked stepping over Sabertooth and walking closer to the doctor.

"Ahh… the girl, yes... she was a very good… finale."

"What is that supposed to mean!" Alex said floating down and blocking Wolverine from the man.

"Creating life out of nothing is something beyond me… But improving life is something that I have gotten very good at." Cornelius took a step closer to the young man, his six arms moving in all different directions. "Sadly, the girl was something else, so I decided to test her DNA on myself…"

Cornelius popped five claws from each hand and smiled. "I wonder what your DNA would do?"

"Where is she?" Alex asked again, this time fire erupting around him.

"You think that can stop me?" The man said as he lunged at Alex.

Before Alex could react, Cornelius had two of his hands wrapped around Alex's throat, two more forcing Alex's arms to his side and the other two hitting him over and over again. So much was happening at once, Alex couldn't focus enough to stop the man.

Wolverine tried to reach him, but he was overrun by a small group of feral little monsters. He yelled as he stabbed and kicked, but it was no use, there was too many of them.

"Alex!" Colossus yelled throwing a monster into a group of them and making his way to his boyfriend, but more of the monsters made their way.

Alex's face was turning blue as Cornelius smiled. "I'm pretty sure you don't even know… after all you would have been the prize experiment… The girl is too perfect... how did they do it!"

Alex tried to shake his head and fight back, but he couldn't move. Cornelius laughed and opened his mouth to say something, but he jerked and then his eyes rolled up into his head.

Alex fell out of the man's grip and started coughing, throwing his hands to his throat. He looked up at the man as he slid down and saw a naked Rose standing behind him. Her fist was covered in blood and her claws shined in the light, red and shiny.

"What… did he… do to you?" Alex asked as the metal claws slowly withdrew into Rose's hand. Her eyes were big and shiny, she was wet and her hair had grown to a length to cover her breast.

Wolverine killed the rest of the monsters around him and quickly made his way to the girl. Alex stood, still coughing but took his jacket off, handed it to Wolverine who draped it over the girl.

She looked up at him and then started to cry. Tears flowed down her checks as Wolverine grabbed her and she cried into his chest.

"Shh… it's okay girl…" Wolverine said, patting her on the back. "Let it all out… Just cry it out."

"Rose…" Alex said. He watched as the rest of his group slowly gathered around them, all the little monster's dead. Everyone looked sad as they watched their friend cry.

"He took me… he…" Rose said through sobs.

"You don't have to say anything darlin' you're goin' be fine."

Everyone just watched for a bit and then Alex looked at Blink and nodded.

"Let's go everyone… we're getting out of this hell hole." Alex said as Blink blinked the entire group away.

3 Weeks After the X-Men Disbandment:

Wanda Maximoff was lying in bed looking up at the ceiling. She couldn't believe that the Ultimate's had ordered her to bed rest.

Nick Fury had told her that after the first time her powers went out of whack he thought it best to bench her, but didn't. Then when Magneto was about to escape her powers, once again acted out of control, he still did not bench her.

But this time… She was in the middle of a meeting with some of the most important people in the world when her powers yet again went out of whack and she teleported some of the world's most power leaders all over the world.

All had been found but one and one of the people that were found was in pieces, yet still alive. Fury was furious about that one, although Wanda found it slightly comical.

She smiled as she laid there.

"This is not funny, Maximoff." A man said from the shadows.

"Who are you?" Wanda said rolling around in the bed so she was laying perpendicular with it.

"I'm the Sorcerer Supreme."

Wanda pushed herself off the bed and sat in a cross legged position. "And?"

The man wasn't fazed by the fact that Wanda did not know him, in fact, he smiled. "I See your powers are taking effect of your mental state."

That caught Wanda off guard. She had never suspected her mental state was going downhill, but she smiled, thinking that it made sense.

Never before would she had thought that a man disappearing and reappearing in many pieces and not be dead was funny. "What's your point?"

"I want to train you, Wanda." The man said.

"In what?"

"Chaos Magic." The man waved a hand and a book appeared in front of him, he began to read, "Like fire he will rise and Magic will enter the world once again." The book closed and the man looked at her. "If you don't learn to control your powers, they will control you."

"Pass." Wanda said waving a hand and without realizing it the man was gone. She quickly jumped of the bed and looked around the dark room. She didn't know if she had pushed him away with her powers or if he left on his own, maybe she would never know.

She knew one thing; she didn't care.

Emma Frost looked in the mirror and smiled at what she saw. "You know, I could really get used to this body." She said as she messed with her hair and finally sprayed it all in one place.

She stood and walked over to the closet and opened the huge double doors and walked in. Walking to the back of the room she moved some jackets and pushed a side of the wall which turned out to be a button.

The mirror that she was looking to disappeared and she walked into another dark room and towards some steps. Walking down the steps she began to hum and he soft smiled deepened and turned hard, almost forced.

"Frost." A voice rang out.

"Shaw." Emma said as she walked into a huge room at the end of the steps. "I almost forgot how handsome you were." Emma said smiling as she placed a hand on the huge man's chest.

"Later, dear." Shaw said as he walked away from the woman and to a screen that appeared to be showing him images of Emma's School. "You still have everything we need?"

"Yes." Emma said. "Havok and Polaris are training a group right now. I think they will be perfect for what's to come."

"Good." Shaw said as he turned away from the screen and looked at Emma in the eyes. "Cordelia, why not take away that disguise and show me the real you."

"Shaw." Emma said as her body began to shift. She still looked like Emma, but was taller, older, more refined. "That body is so useful at times."

Shaw leaned down and kissed the woman. "It may be useful, but it's not yours."

"Shaw, you do know the right words to say sometimes."

"And what of Emma?"

"I may hate her with my very soul, but she is my sister. I will not kill her. I have nothing to gain from it." Cordelia said looking away from Shaw and at the computer screen where she was watching her little hellions practice their abilities.

"It has to be done sooner or later." Shaw said looking at the screen. "With the death of Xavier it puts our plans in jeopardy."

"You will have your army Shaw, and Phoenix." Cordelia paused and looked at the man. "Let me deal with my sister."

"Fair enough." Shaw said and leaned down to kiss the woman one more time. She giggled as he picked her up and the two made their way to their private bedroom in the dungeon under the school.

Ororo walked down a side street and bent over to look at something she saw shining in the sunlight. It was red and round. As she drew closer she noticed that the shape changed and it was now a flat disk.

Ororo grabbed it and pushed the top of the disk, it glowed red for a moment and then an image of a woman appeared hovering over it. It was some form of a hologram and it appeared to be moving and talking, but Ororo couldn't hear anything.

The light around her disappeared and Ororo found herself in total darkness.

"Hello?" She said to no body as she took her eyes away from her hands and looked around. She felt something watching her, but it felt like the eyes were all around her. "Hello?" She said a little higher and with more panic entering her voice.

"Is anyone there?" Ororo yelled, but no one answered her.

"You are foolish, Ororo…" A voice finally said all around her.

"No…" Ororo whispered.

"Yes… I finally found you again…" The voice laughed. "It's coming Ororo… the war is coming… The Shadow –"

"No!" Ororo screamed as she shot out of her bed, breathing hard. Ororo looked around the room and realized she was dreaming. She quickly jumped out of bed and started pacing the room, trying to get her breathing under control.

Ororo walked to her small desk and opened her lap top, booting it on. She watched as all the screens danced across the screen telling her that the computer was telling her that it was booting up. She immediately went to her online mail box and looked at the unanswered e-mails; one from Kitty, two from Alex, and one from Bobby.

Ororo smiled and said to herself, "I'll answer those later… I want to write this down…" Ororo moved her mouse to a folder on her desktop and double clicked. The folder opened up and she went to the file she was looking for.

"The Shadow King… by Ororo Munroe…" Ororo read aloud. The woman went to typing when a knock at the door stopped her. She sighed and stood from the desk. "Hang on… I'm coming… I said I'm coming!" Ororo shouted as the knocks grew louder and louder.

Ororo opened the door and came face to face with Bishop. She smiled at him, but quickly narrowed her eyes. "Bishop." She said simply.

"The world needs X-Men, young lady." Bishop said, standing in her door way and looking like he was talking to a child. "And I need you to help me find them."

Somewhere in Lower Manhattan a mutant with three faces was running for his life. He quickly turned the corner to enter a smaller ally and stopped, bent over, breathing harder.

"No… no…" He yelled, grabbing his side and breathing harder. "This isn't right… this isn't fair!" The mutant said with all three voices and started running again.

He came to a stop when he turned the corner and came face to face with a robot. The mutant screamed as he tried to turn away, but someone grabbed him from behind. The mutant yelled louder as the man pushed him harder to the ground.

The mutant looked up and saw who pushed him. It was a tall man wearing a brown trench coat. He had thick white eyebrows, white hair and a white goatee.

"What do you want with me!" The mutant yelled.

The man waved a hand and the mutant turned around to see the robot raise a hand.

"A sentinel…" The mutant said looking at the human sized robot. "No!" He tried to run again, but it was too late, the sentinel let a powerful blast of energy from his palm and hit the mutant in the back.

"This is beyond Sentinel's, creature."

The man looked down with no emotion and put his hands in his pockets.

"We need to work on the timing." He said to no one. "The reflexives seem to be better; it seems we can start the final tests…"

"No!" A man roared at Alison. "Do it again!"

Alison looked at the man and narrowed her eyes at him. "Look punk, I don't have to take this from you i-"

"Listen, sweetheart." A deep voiced talked over to Alison. "I don't know how new you are, but it would really go easier for all of us if you just shut up and listened."

Alison gaped at the man as she pushed her sun glasses down past her noise and looked up. This guy was huge. No… Michael was huge, this was a juggernaut. "And who are you?"

"The names Juggernaut." Juggernaut said with a smile.

"My name is –"

"Alison Blair." The man smiled. "I loved your last album."

Alison almost blushed, but stopped. What was getting into her. She had had fans before, but none so… big.

"Break time!" The man roared.

"Wanna grab something to eat?" Alison asked.

"Sure… call me Cain."

"Cain… I like it." Alison said as the two walked down a hall and into the mess hall. Cain went to go grab some food while Alison decided she wanted to wash her face before eating.

She was humming to herself when she looked in the mirror and turned the water one. Looking down from the mirror she didn't notice that someone else was in the bathroom with her.

"Hello Alison." The woman behind her said.

"Wha?!" Alison almost yelled with surprised. Alison turned around and looked at the woman. "You look familiar."

"I should." The woman smiled. "I told you to shut up a few days ago."

Alison looked at the woman with confusion in her eyes and then suddenly remembered. "Oh yeah… You were that –"

Alison didn't even have time to scream as something rushed out of the woman's face and slammed into Alison's face. Alison hit the floor hard and the other woman collapsed on top of her. A few moments later Alison pushed the woman off of her and pushed herself up, looking at the floor.

"That always hurts…" Alison said. Alison stood up and looked into the mirror smiling. "Hello Alison." Alison ran a hand through her hair. "Grease." Touched all her piercings. "Holes." And finally looked at her clothes. "Pig."

Finally the woman looked at herself closer in the mirror and looked at the roots of her hair. "Aw, so it looks like you dye your hair black, well that's a plus." Turning around she kicked the woman lying on the floor hard and bent down and twisted the woman's neck. "Useless human."

Standing up she fixed her shirt and then waking towards the door. "It's time for me to get a tall drink of water." Alison said as she pushed the door open and made her way through the mess hall looking at the huge man that Alison had been taking to before.

"This will be fun."

Alex and Peter were talking to each other quietly in the lobby of a high-rise. After Alex's group of X-Men saved Rose from her captors the group decided to trek to Chicago for some much needed R and R.

Alex was a little annoyed that Peter had suggested Chicago of all places, but this was not the reason way they were… debating now. Alex refused to say that the two were arguing; they only discussed.

Peter on the other hand.

"No. It's wrong." Peter said.

"It's our only option." Alex said smiling at the big man. Alex stole a look at the rest of his group. Anna and Michael were too busy looking at the people and the surrounding area to notice that anything was amiss while Clarice was quietly talking Rose.

Wolverine had ditched the group after Rose was rescued, he said he had some "stuff to handle" and Alex didn't want to push him.

What Peter and Alex were… discussing… not arguing, at this moment was whether or not if they should rent the pent house in this building. "I told you Peter, I've got a job lined up already and we can pay for it, not just yet."

"Then way can't it wait?" Peter said.

"Because I have a friend that was kidnapped for weeks and had metal forcefully injected into her and I don't want her living on the streets!" Alex said a little more forcefully than he meant.

Peter didn't say anything and just let his arms fall to his side. He didn't know what to say and didn't want to say anything.

Alex was right.

A short time later the group made their way up to the top of the forty-story building and waited for the doors of the elevator to open.

The doors opened with a bing and Alex walked out, still a little upset at Peter. As the group walked down the hall they came to the huge central living room with a whole wall of windows overlooking the city.

"Wow." Alex said.

"This is ama-" Anna started to say but was cut off with a flash of light.

The group all closed their eyes or moved away from the light as it grew brighter and more dense.

"Piort!" A little girl screamed throughout the air.

"Illyana?" Peter gasped out loud, looking into the light. "Illyana!"

"Peter!" Alex warned. "Peter, it could be a trap."

And as if the light could understand what Alex was saying it was gone and in its place was a teenage girl.

"Illyana?" Peter said confused. Peter turned to look at his friends and then back at the girl that was standing in front of them.

"Peter." Alex warned again. "Let me scan her."

"Peter!" Illyana yelled as she ran to her older brother. "Peter!" She started to cry as she tripped into his arms. "I was so scared!"

"It's her…" Alex said, stunned. "I don't understand it, but it's actually her."

"My god…" Anna said.

Peter wrapped his arms around the girl and both slowly slid down to the floor. "My little snowflake… Illyana." Tears filled his eyes as he rocked back and forth with his sister.

Six Weeks after the X-Men Disbandment:

Sinister walked back and forth in his underground lab. Oh, how he hated being stuck down there in the dark, alone most of the time, except with his… creations.

He had to wait his time.

Ever since he found out the true intentions of his… master he had planned the seeds of his own plans.

Sinister almost laughed to himself when he remembered not too long ago how he received a cryptic message from someone…

It was soon after that that Sinister decided to experiment on himself. First the alteration of his gene's to make him faster, stronger… smarter.

Then came the clones.

First the rats, then the cats, next was the monkeys, and finally a random mutant that Sinister picked up off the street. Sinister didn't know who the man was nor did he care… all he knew was that the mutant was special and Sinister could use that.

After Sinister perfected the cloning on his gambit and decided to clone himself. His first try was a poor pathetic excuse of a human being and was sitting in a jail rotting.

But the others… Oh the others were wonderful.

Sinister smiled to himself again.

He would do anything to achieve his goals. Anything.

And no Apocalypse would stop him.