DISCLAIMER: I do not own Wolverine and the X-men

Thank you to Song of a Free Heart for Beta Reading this story

A/N: updates will be slow

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thoughts: italics

flashbacks: bold

telepathic message/talking:underlined

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Chapter Thirty-Seven

(Battle of the Tunnels, part one)

The recently formed army of mutants and humans stood ready at the entrance of the tunnel. Had there been any bystanders, they may have been impressed. After years of the world stating that the two could not co-exist, here stood proof to the contrary. By-standers, however, were not in the area, which was really for the best.

Sinister's men, an impressive army in itself, waited for their arrival. Some felt the sting of anger looking at Sinister's men. How dare they be here, alive and whole, when the X-men had lost so many of their own? The X-men were well aware, as was Gambit, that Sinister had the ability to clone his fighters, yet the appearance of Blockbuster, Prism, and Scalphunter in Sinister's ranks served to anger them.

No one really had time to dwell on this however, because more of Sinister's men poured out of the door, weapons ready, as they watched in shock as Dupes (as is the common 'term' for clones) of the fallen enemies appeared. Worse, multiple copies of each stood across from them.

Gambit took a moment to look over his men, then at Rogue, concern growing in his chest. They really weren't all coming back from this, he was now certain. Because they had nearly lost almost everyone at the farm. There had been far less to fight then, on both sides. Logan refused to contemplate their odds, the only goal in mind was getting to the baby. Everything else could wait until that had been done. Wade nodded in anticipation. For him, this was going to be fun.

The armies took a moment to look at each other, weighing the opposition. The air was tense around them, as everyone waited for the first move. Sinister, in the end, broke the spell, by slipping back inside. At this, it was like a battle horn was blown. The X-men moved forward, and with-in moments the two armies clashed together.

Pryo fired up his flamethrower as Gambit pulled out his daggers, which he had brought in favor over his cards, Wolverine unsheathed his claws, and Deadpool drew his swords. The mutants all stood ready, powers barely contained, and the humans all drew they staffs and guns. This battle would not remain completely without notice from the outsiders, a fact that they were well aware .

Gambit took down a line of Prisms first, making a hole in Sinister's flank for some of them to slip into the door. Cyclops, Rogue, and their men didn't hesitate to take the advantage. They were followed by Quicksilver's men, whose team was severed, when the flank closed, filled in by Vertigos, Blockbusters, and Scalphunters. Deadpool and Blob, however, managed to slip in.

Inside, Cyclops' team was greeted by a virtual army of Blockbusters, led by Ruckus. The sight of them, caused Cyclops to hesitate briefly before surging forward with his men, determined to destroy the enemy. He was like a man possessed as he tore into the other team, determined to rid the world of these monsters that were the copies of the man who was his downfall.

Cyclops took down the first Blockbuster with a beam to the head, the second went down as well from the same shot. A third Blockbuster attempted to hit him from behind, however, Cyclops ducked and weaved, before, turning the attack back on his opponent. Using Blockbuster's forward momentum against him, Cyclops ran him into the wall with a skull-crushing force. The fourth Blockbuster grabbed him, before he had a chance to see if the third's head actually made contact with the wall. Growling, Cyclops managed to break Blockbuster's hold on him, at the same time twisting to face the enemy. Without hesitating, he once again activated his visor, blowing Blockbuster through several other dupes and then a wall. Grabbing the final Blockbuster within range by the crouch of his pants and the throat , Cyclops threw him into the ceiling. Cyclops moved further into the crowd as debris, and Blockbuster, fell into a heap behind him.

Rogue faced off against Ruckus. As the clear leader of this little sub group, she assumed that he would know exactly where Sinister, or the baby was. She decided, without any real thought, to take him down as quickly as she could, then take the information from him. She dove at her opponent quickly, catching him off guard, simultaneously charging his face while absorbing him. She threw him away from herself, as she sorted through the information in his head, barely noticing when the charge went off. She barely registered the resulting explosion, which removed Ruckus, and half a dozen Prisms, from the battle permanently.

" They're in the cells, behind the lab." Rogue yelled to the others as she repeated the charge against two Blockbusters, this time grabbing their shirts. Deadpool and Cyclops nodded, as some of the men broke from the fray to run toward the far door.

Deadpool twirls his blades, waiting. After less than a minute, two Blockbusters run at him side-by-side. He quickly and effortlessly dodges one while driving his blades deep into the other. Turning quickly toward the other, he pulls the swords free and embeds them into the next opponent in one motion. Without looking he takes down the next two in a single move, by extending his swords out to his sides, then turning to look for the next kill.

Blob smiled slightly as a line of Blockbusters moved toward him. He stepped forward to meet them, picking up the first one he threw him with a bone crushing force into two more. A third and Fourth opponent jumped on his back, but Blob quickly shrugged them off, catching them at the same time and throwing them into the wall. He then grabbed another, crushing his head in a single move, before looking for more opponents.

A Blockbuster was methodically going through the group of thieves and assassins, crushing them and throwing them into an ever-growing pile. Still more opponents ran toward him, refusing to back down. Blockbuster grabbed an assassin by the throat and uses him to pound in three thieves' skulls, letting him go with his body unrecognizable. He then grabbed one of the men and threw him into a wall, then he stepped on the back of one of the assassins and laughed.

Cyclops with a hand to his visor, was methodically shooting Blockbuster after Blockbuster using short bursts of Optic Beams, in a concentrated blasts. With percussion, he had taken down five more Blockbusters with head shots. He moved slowly across the room, in the direction he presumed Sinister went.

Rogue rapidly went through Blockbuster after Blockbuster, charging and absorbing those within range. She threw cards from the deck Gambit had lent her at those who stayed outside of her reach. An Ace of Hearts landing at the feet of a Blockbuster who was plowing through Pietro's team, having already taken out ten Thieves and Assassins with an elbow to the head, or a kick to the solar plexus.

Deadpool gleefully went through two Blockbusters, slicing them in half as he ran past, while heading toward a cluster of Prisms in the center of the enemy team. He reached the Prisms when he began once again slashing through the opponents. All twenty Prisms had fallen without injuring the hero team.

A group of Thieves and Assassins tore into the enemy, slashing and kicking through the Prisms easily before hitting a wall of Blockbusters and Scalphunters. Working together, they managed to fell a Blockbuster before Vertigo hit them. They had not yet shaken off the dizziness that knocked two to the floor, when Scalphunter attacked with one of his axes.

~o~O~o~

Outside the battle raged as Wolverine yelled and dived into Scalphunter, then turned to Blockbuster. Viciously, he stabbed the villain, before turning to search for another opponent. He quickly followed up by cutting one of the new Blockbusters in half, he then went after three Scalphunters, stabbing through two of them together, he then threw both of them aside and went after the other.

Magneto ordered his men forward, into a line of enemies. His guard at ready, but so far unneeded, as he attacked the metal pieces of Scalphunters' uniforms. Twisting the pieces to his will, Magneto downed three at once, impaling them with pieces of the armor.

A team of Thieves threw themselves into the line of villains, attempting to distract, and incapacitate, as many as possible. These were the first heroes to fall, though far from the last, as a scream ripped from their leaders. Jean-Luc ordered for their men to carry on, emotionless.

Havok was attempting to reopen the hole created by Gambit. Letting loose a blast, he managed to make a dent in the forces, however they had doubled their efforts since some of the heroes had gotten in, now new Marauders stepped forward, as their teammates fell. Not leaving enough time for anymore heroes to slip in.

Mystique and Avalanche fought side by side, Pyro at their rear, as they dived into the line of villains, taking out as many as possible Mystique, familiar with Prism, ordered her people to avoid attacking with their powers, so the struck, blow after blow, with daggers and fists, quickly defeating the Prisms in the line.

Quicksilver rapidly punched the Blockbusters, swiftly avoiding them as he ran through, trying to get a secure path. He was trying to lure the enemy after him, overall it was working pretty well. He would slow down enough so that they would charge and then sped back up, Twenty Blockbusters were sucked into the vortex created by his speed. He stopped rapidly, causing the vortex to end and the men to crash, falling from close to 500 feet.

Gambit extended his staff, a twirled it quickly, waiting for the men in front of him, to make the first move, while subtly charging the staff. He didn't have to wait long, and a moment later a Scalphunter and a Blockbuster stepped forward together attempting to take him off guard. Gambit quickly slammed his staff into Blockbuster's chest, while charging Scalphunter's armor. Both villains blew back at the same time, the aftershocks of the blast knocking several allies and enemies off their feet.

Jean-Luc and Henri Ordered their team forward as they charged themselves, hitting a section of Vertigos and Prisms, taking down man after man. They easily removed the physically weaker enemies, leaving, for now, the more powerful ones to their mutant allies.

Marius and Julian didn't use the same careful discretion when attacking the line. They, along with their men, instead attacked anyone within range. Julian stabbing with his daggers as Marius used his guns. Their men using a combination of both, were shocked, when the first barrage of bullets had no affect on the Blockbusters and Scalphunters.

Eventually, between the groups of heroes, they managed to make a dent in the line, quickly using it to their advantage, as the first of the sirens could be heard in the distance. The remaining fight broke through the door. The sudden insurgence proved to be enough of a distraction that two of the younger thieves fighting a Blockbuster closest to the door, were immediately crushed as he lifted them and threw them together.

The young men's father, seeing the destruction of his sons, let out a fierce scream as he dived at the Marauder, soon joining his sons on the heap. Jean-Luc and Henri fought back to back, holding back a wave of Prisms, while attempting to spot and reconnect with the rest of the team.

Wolverine and Gambit burst into the fray with ferocity, Wolverine's claws meeting a pair of the enemy, while Gambit's blade exploded, taking down not only the target, but every man in a twenty foot radius, he barely registered the guilt as ten of the Assassins fell to the blast, before moving into the next cluster. Wolverines close behind, viciously slicing through the straggling remains of the group just defeated by Gambit.

Mystique and Pryo fought on the edge of the room farthest from the remaining group. She methodically, and viciously sliced, kicked, and punched through villain after villain, the pile of fallen growing ever larger around them, as Pryo gleefully burned everything in sight. Several villains broke ranks in fear, running in terror from the horde of fire demons in their mists.

Rogue and Cyclops slowly made their way across the room, fighting the constant wave of insurgence in their path in search of the door Sinister had slipped through, their team steadily falling behind or falling. Still they pressed forward, their primary goal the infant.

Deadpool happily whistled as he went through wave after wave of the enemy forces, never pausing to take in the locations of the others, so he was nearly surprised when he broke through into a small clearing of enemies to spot Emil, Theoren, and Julian. Quickly recovering, Deadpool stepped forward, pressing a small remote to Emil and stating. " Here ya go, if they take you down, take em with ya."

He then threw himself back into the fray, sheathing his swords in favor of his new Beretta. Emil calmly placed the remote in his pocket before leaping into the next battle. Julian heading in the opposite direction. Handing out additional remotes to Marius, Havok, and Quicksilver in his travels through the battle.

Sinister reappeared into the battle, seen by several of the mutants, who immediately try to make their way over to his current location. Sinister meanwhile, is systematically thinning the ranks of Thieves and Assassins. He was joined by Riptide and Harpoon.

Sinister quickly attacked the closest fighters. He dropped the third young man onto the pile after breaking his neck, when Havok's teammate, Domino, hits him from behind. Her remaining teammates watch in horror as he destroys her, too far away to come to her aide.

Gambit and Wolverine are too distracted to spot Sinister, in the midst of a ferrous battle with ten Scalphunters led by Hairbag. Gambit embeds one of his blades with percussion into a Scalphunter's chest. The clone looks briefly at the blade, taking a step in Gambit's direction, before the charge explodes, sending the clone, and three of his dupes, through the wall. Nothing remained of the four as Wolverine then jumped through the hole in search of more enemies.

An older Assassin fought back to back with a younger Thief as the wave of Vertigos came toward them. Neither man knew what to expect and were laid low by her quickly, as their teammates rushed to them Pietro at the lead.

Pietro ran circles around three Vertigos, moving far too quickly for them to get a lock on him, though they managed to hit several other people on both sides. He hit the three repeated, knocking the first one off her feet and across the room. The second one fell as well, with a skull crushing blow to the floor. The third attempted to run, but was met with a metal rod across the throat the Pietro had just spotted.

Magneto was working as quickly as possible, manipulating the metal of the enemies' weapons, pulling them out of enemy hands, or twisting them beyond use. The effort it took to do so without attacking the allies as well was distracting enough, that he had no real awareness of the battle surging around him. His men surrounded him, making it safe(er) for him to be distracted as such.

However like the rest of the teams, as the battle raged, they were slowly pulled away from each other. The last of his guards falling when Blockbuster through a slab of the wall into their ranks. Magneto never felt the block that came next. Even as he lost consciousness, Magneto managed to destroy the last of the weapons within range. A wave of contentment passed through him as he slid into blackness.