Magneto levitated gently and smoothly through the air, keeping his distance from his target. For the past hour, the Master of Magnetism had been following a strange man who approached Gambit just as he left the base for a scouting mission.

Magneto caught the whole thing on his surveillance drones and soon went after him. It was clear that the man was a telepath but to intentionally take control of someone with Gambit's skills meant he must have some idea of who he is. That meant he needed Gambit to steal something and not some simple jewel heist. He needed the Cajun for a major score. So Eric stayed back and allowed the man to continue his plan. As much as he wanted to teach the telepath a lesson, he needed to figure out his motives first.

Eventually, he watched them arrive at a mansion. One owned by Warren Worthington, a mutant with bird-like wings. Magneto tried to approach him, to make him see the bigger picture. But in the end, he was a fool and no longer worthy of Magneto's attention.

He watched as Gambit effortlessly made his way into the building, bypassing every security measure. A few minutes later, an explosion blasted a hole in wall. Gambit came running out, carrying some sort of artifact with him. He handed the telepath the prize as Warren came flying out. With a simple psychic blast, the angelic mutant was knocked unconscious. Now was the time to make his move.

Creating magnetic fields around the arrow-tipped steel fence, Magneto ripped it apart and sent pieces flying around the telepath, creating a type of crude holding cell. The Master of Magnetism floated down into view, seeing the man's face for the first time. He had tattoos covering nearly his entire face, what meaning they had Magneto didn't know.

"Whoever you are, you've got courage." commented Magneto as he slowly set down on his feet. The man concentrated, obviously trying to use a psychic blast. His attack was completely futile. "Don't bother. You're psychic blasts do not affect me." said Magneto. The man turned and sent a mental command to Gambit. The Cajun pulled out a card and sent kinetic energy through it. Magneto had no intention of fighting one of his own soldiers. While deal with a puppet when you can go after the puppeteer.

The metal prison closed on in the telepath. Metal bars wrapping around his body, threatening to crush every bone in his body. "Release your hold on Gambit now." ordered Magneto, causing the bars to squeeze harder to make sure his prisoner got the message.

The man quickly conceded and sent a telepathic burst to Gambit. The Cajun groaned, holding his head. "Where am I?" he asked, starting to regain his senses. Magneto stepped forward and took the artifact out of the telepath's hand. "Now we'll see if this artifact was really worth it." he commented as he levitated into the air. The metal bars surrounding the telepath dug and bent underneath the pavement. Magneto raised the bars, taking a chunk of concrete with them. The telepath was helpless to do anything.

Gambit didn't need to be told what to do, he just simply followed the boss. Meanwhile, Angel regained consciousness and saw the three leaving.


Sinister stared into the large clear tube of liquid, the transformation complete. The process was a complete success, the implants integrated perfectly with the host. A ringing of his satellite phone broke his concentration.

"Yes?" he answered it. "Boss, Bucket Head's taken the bait." reported Gorgeous George. "Excellent. Return to base." smiled Essex before hanging up the phone. It was time. Essex approached a nearby terminal and entered a command. The tube began to drain of liquid. The host inside opened it's eyes.

Magneto paced impatiently back and forth in his office. Mastermind's interrogation was taking too long. He managed to identify the man as Mesmero and that he used to be a circus performer but other then that, nothing. The mutant had extremely powerful mental defenses. Finally, Magneto had enough waiting. He used his magnetism to open a hole not just in the wall next to him but through every wall until the interrogation room. Eric simply strolled from room to room, hole to hole. Occasionally passing one of his Acolytes who knew better then to say anything to him at this point.

"What have you learned?" demanded Magneto as he walked up to Mastermind who was standing next to Mesmero. The tattooed mutant was strapped down to a chair. "The spiderstone has a second half. It resides in London Tisdale Museum. Together they form a key." answered Mastermind.

"To what?" asked Magneto. "To unleash the most powerful mutant the world has ever seen. En Sabah Nur. You know him as Apocalypse." answered Mesmero.


Angel just finished debriefing Xavier on what transpired at his mansion and Charles quickly summoned all the X-Men to the X-Jet. The New Mutants were left behind in the care of Beast. Xavier gave them the facts as they took off.

"So you think Magneto's going after this other piece?" asked Summers. "If this spiderstone is really a key, then Magneto will need both halves to complete it." said Xavier. "A key to what?" asked Kurt. "I don't know but if Magneto is involved, then we can't take any chances." said Xavier.

"So we're like going to…steal it?" asked Kitty. "Think of it as protecting it." added Logan. "Yeah, the local security guards ain't exactly going to stop Magneto's goons." quipped Rogue.


"How could this have happened!" yelled Magneto as he entered the interrogation room. Mesmero was gone along with the artifact. "I don't know. Magneto if he puts the two stones together…" Mastermind said.

"That is not going to happen! Gather my Acolytes, we're going to London." said Magneto.


All is quiet at the London Tisdale Museum. It had been closed for hours and now only consisted of about four security guards. They didn't need a large detail as the police response time was only a few minutes. What they didn't count on was somebody who could manipulate magnetism. With a simple thought, Magneto sent an EMP that disabled every electronic device in the building. Then he sent a magnetic wave that ripped the front doors right off their hinges.

Magneto floated inside with the rest of the Acolytes behind them. "I will remain outside should our old friend come." said Exodus who remained at the front doors. "Very well. The rest of you fan out and secure the building." ordered Magneto.

At the employee lounge, a guard passed the time on his break by playing solitaire. Then a glowing card landed on the table. "Need an Ace of Clubs miseur?" asked Remy, standing right next to the guard. The card exploded, knocking the guard backwards. Gambit shoved him into a closet and shut the door, locking the man inside by putting a chair next to the door knob. While the guard was screaming to be let out, Remy noticed a pattern of cards on the table he could finish. He set down a Five of Hearts and smiled, pleased with himself.

Elsewhere, Colossus hid by pretending to be a suit of armor. When a guard passed by, he quickly grabbed him and dragged him off. Blink teleported in front of another guard and throw an energized harpoon him, teleporting the guard to the other side of London. And Domino disposed of the last guard by throwing a gas grenade at his feet. When the green smoke seeped out, the guard was unconscious in seconds.

"Boss, Magneto's arrived with his goons. Looks like they fell for it." reported Scalphunter in London. Essex laughed as he hung up his satellite phone. "Hook, line, and sinker." smirked Sinister upon hearing from his Marauders that Magneto and the Acolytes were attacking the museum.


Everything was going according to plan. He turned to a nearby stasis chamber. Inside floating in the green liquid was the now complete Horseman of Apocalypse. A mutant transformed by nanotechnology into the ultimate weapon. A fusion of flesh and steel with limitless power. Essex envied the mutant. What he once was didn't matter, now he was a god.

He pressed a button on a nearby control terminal. The liquid emptied out of the chamber. The Horsemen opened his eyes, his body a seamless blend of organic and machine. Various Egyptian symbols glowing green covered his outer layer, all referring to Apocalypse. Famine was his name. Famine broke out with a single punch, shattering the glass chamber. A metallic skin began to grow on him, covering him like an advanced form of armor. The armor grew excessively over his head, forming an Anubis shaped helmet overtop of his head.

"I serve the will of Apocalypse." he stated with a digitized voice. "The second key will soon be ready for you to acquire. Once Magneto has disabled the guardian, you will take possession of the key and unlock the second door." said Sinister.

The whole room began to shake violently. Sinister struggled to stay on his feet as rocks began to break through the floor around Famine. They formed around him in a large sphere. Then the rock sphere dropped into the ground, disappearing.

"Hmm, certainly beats flying coach." commented Essex.


Outside the museum, the X-Jet landed and the X-Men disembarked and headed towards the main entrance. But they instantly stopped at the sight of Exodus standing in front of the smashed doors. Scott was about to blast him but Exodus held up his hand.

"Wait. I'm not here to fight but talk. Should you step inside, my comrades will not be as courteous. I wish to talk to Charles alone." said Exodus. "All of you go inside." said Xavier. "But Professor…" Jean protested. "Go, I'll be fine." Xavier insisted. The X-Men all ran inside, passing by Exodus without incident.

"It has been a long time old friend." said Exodus. "Yes it has." replied Xavier. "Things are getting worse for our kind Charles. How much longer will you continue defending the humans?" asked Exodus. "For as long as it takes until both man and mutant can live peacefully." answered Charles.

"A future that will soon be crushed. Not by me or Eric but a horror from the past." said Exodus.


Inside, Victor Creed patrolled along a series of windows. As he passed by one, he noticed a dark shadow. Before he had time to react, the window burst open and the shadow become Jean Grey. She wrapped Creed up telekinetically with a large carpet banner and hurled him into a wall.

Creed managed to break free only to get blasted by Scott. He went flying right into Colossus and bounced off the metal mutant harmlessly. The rest of the X-Men and Acolytes assembled opposite of each other. "Well well. The Geek Brigade is back for more embarrassment." chuckled Domino.

She pulled out two machine pistols and fired away. If Jean didn't create a telekinetic shield around everyone, they'd all be down for the count. "Good. They want to do things the hard way." smiled Gambit. He tossed up all 52 cards of his deck into the air, all kinetically charged.

"Scatter!" yelled Logan. The X-Men all ran as the cards came down like a series of bombings. Explosions and smoke covered the entire room, visibility near zero. Despite that, Creed tackles Logan and they continue their several hundred year blood feud.

Rogue remained as silent as she could and waited for any sound. When it came, she charged towards it. Before she could reach the silhouette, it raised it's hands and blocked her with a metal staff. It was then that she realized she was standing face to face with Gambit.

"Chere, always a pleasure to make your acquaintance." smiled Gambit. Why did it have to be him? thought Rogue, not exactly happy to be face to face with this guy once again. She went for a punch but Remy easily avoided it. She tried a series of martial arts punches and kicks but none of them connected. Gambit was better trained in hand to hand combat then Rogue suspected. All she had to do to put him down was touch him but that was proving to be harder said then done. Finally, she managed to do a leg sweep that caught him by surprise.

She leaped on top of him but he shifted his weight and before Rogue even knew it, he was on top of her. His smile revealed he most likely planned this as he held down her hands. "I'll get off if you say please." he said with a grin on his face.

Rogue managed to lifted up her legs and knee him in the back. This caused him to lean forward just enough for Rogue to do the only thing she could do at the moment, kiss him. He gasped as the simple touch sapped away his strength. He slumped to the side unconscious. "Something tells me he's going to be smiling when he wakes up." Rogue mumbled to herself as she got to her feet.

Blink managed to knock out Storm within seconds of the first explosions and teleported to the ceiling, allowing her to spot movement down below. She spotted a silhouette and teleported down. When she got there, she was alone. The teleported didn't notice Kitty come out of the ground behind her and delivered a roundhouse kick to Blink's head.

But Blink caught the kick at the last second and hurled Kitty at the wall. Shadowcat disappeared right through it. She came back a second later. The two female mutants began exchanging punches and kicks. They teleported and phased whenever one of them was close to making a hit.

Domino easily disposed of Kurt with a few kicks. Then she ducked just before an optic blast flew right over her head. Cyclops tried to shoot her but Domino easily rolled underneath and jumped over every shot. She rolled towards Scott and leaped into the air for a flying kick. But just as she was about to hit him, she was frozen in the air. Domino groaned as Jean stepped out of the smoke. "Aww crap." groaned Domino before Scott blasted her.

Storm got back to her feet and summoned a whirlwind that cleared the air. Now the whole room was finally visible. Creed and Logan were still fighting in the corner, with Creed tackling Wolverine through some doors into another room. Blink continued her fight with Shadowcat but teleported away before she was hit by an optic blast.

Colossus managed to take every blow from Jean and Scott without damage. He ripped a pillar off the wall and tossed it at them. Scott fired an optic blast that shredded the projectile into pieces. Colossus was about to charge when Rogue touched him from behind. He dropped to the ground unconscious.

Domino throws grenades at Scott and Jean but Grey easily stops them in mid-air. That only makes Domino smile as she closes her eyes and covers her ears. Jean realized too late that the grenades were flash bangs. The resulting blast of intense light and sound stunned everyone except Domino and Rogue (in metal form).

Within the blink of an eye, Domino tosses darts at every stunned X-Men. Everyone except Rogue is unconscious in seconds. "You're luck just ran out." Rogue said, ready to charge. Domino glanced over Rogue's shoulder.

"What took you so long?" Domino asked. Rogue turned to see Lorna Dale standing right behind her. "Lorna?" gasped Rogue. Before she had a chance to react, Lorna sent a magnetic field that hurled Rogue's body into the wall.

Having no choice, Rogue returns to human form and Domino tosses a gas grenade at her feet. The Southern Belle drops to her knees, gasping for air. "Why?" she managed to get out before slumping to the ground. "Because it's the only way to protect all of you." Lorna tells Rogue before everything goes black.


Outside, Paris Bennett and Charles Xavier continued their conversation. "Apocalypse may have been the first mutant to ever exist. At the height of his power, he dominated the known world. Archeological records point to his empire stretching from Egypt to China and several Egyptian hieroglyphics representing Apocalypse have been found in Mexico and Latin America as well." explained Exodus.

"I've never heard of this from any archeologist." said Xavier. "Because they either don't know of the evidence or don't care about it. They would prefer to keep believing in their own theories of how history played out." replied Exodus. "A dark enemy is coming Charles. We are not yours." said Exodus. "And what of the humans?" asked Xavier. "Their time is over." Bennett simply answered.

Before Xavier could respond, an explosion blew out a massive hole in the museum second floor. Out of it crawled a large green translucent spider. It crawled down the building and made it's way across the parking lot, trampling every car that got in it's way.

Exodus flew over to Magneto who levitated himself weakly out the second floor. "Are you alright?" Paris asked. "A momentary weakness. I won't make that mistake again." growled Magneto, angered by being unable to stop the spider. The Acolytes, with some injuries, all came running out.

"I don't care what it takes. Destroy that spider." ordered Magneto. His Acolytes took off in pursuit. Xavier was caught a little off guard to see Lorna being one of them. But he quickly turned his attention back to Eric.

"Magnus stop, we don't know anything about it." pleaded Charles. "I know enough. That's one key that won't be unlocking any door." replied Magneto before floating away.

The X-Men came running out with their own set of bruises and battle scars. "We have to stop that spider but don't destroy it. Something about all of this isn't right." said Xavier.


Despite the Acolytes earlier success with the X-Men, they weren't having the same luck with the spider. Colossus tried to tackle it but got zapped by energy that his metal form couldn't protect him from. Creed attacked it with a metal beam but all that accomplished was getting smacked through a nearby RV. Blink tried to teleport on top of it but got zapped the instant she materialized. Lorna tried using magnetism to hold the spider in place but found she wasn't powerful enough to stop it. Domino pulled out a grenade launcher and emptied all of her clips but still nothing. Remy tossed charged cards at it with no success as well.

"How are we supposed to hurt this thing?" grunted Lorna. Paris levitated the spider telekinetically but the spider sent an energy feedback that knocked Exodus off his feet. The X-Men showed up, ready for round 2.

"Unless you want to fight that thing and us, you back off now." demanded Summers. "You want to fight that thing? Be my guest." replied Domino. Summers fired an optic blast at the spider which only bounced off.

Storm summoned a chain of lightning bolts that hit the spider's legs but they barely slowed it down. "I've got it." yelled Kitty who dashed forward. "No wait!" shouted Jean but it was too late. Kitty tried to phase one of the spider's legs into the ground but was repelled away violently, knocking her out.

"It's no good. That thing is impervious to everything but magnetism." said Lorna. "What are you doing with them?" yelled Rogue. "Can we do the angry betrayal reunion rant later?" groaned Blink. That's when Rogue realized Gambit was missing from the group. "Where's the Cajun?" she asked.

A double Decker bus came screeching around a corner and headed full speed towards the spider. Inside, Gambit charged it with kinetic energy then dove out. The bus crashed into the spider and exploded, the blast knocking the X-Men and Acolytes off their feet.

"I do believe that slowed it down." bragged Gambit just as Magneto landed next to him. "Just long enough." grunted Magneto. He stepped forward as the spider started ripping it's way through the debris.

Mesmero walked away from the Museum quite satisfied. The plan worked just as Essex had predicted. Magneto's pride and lust for power blinded from thinking clearly. He saw the spider as an enemy instead of it's true purpose.

Mesmero lost his train of thought when he spotted Xavier right in front of him. "Xavier." he growled. "Mesmero, I want answers." Charles said with a tone of contempt. Mesmero screamed as Xavier began a psychic assault on his mind. Despite the master's upgrades, Xavier determination was too much.

Suddenly, the ground exploded between the two of them as massive rock rose up. The rock cracked and shattered into thousands of pieces as Famine stepped out. He glanced at Xavier and sent him flying out of his chair with a tremor. "The key is that way." said Mesmero, pointing the Horsemen in the right direction. Without a word, Famine turned and walked towards his target.


Magneto let loose with all of his power. He unleashed so much electromagnetism that the spider is overwhelmed. It hisses at it's body is crushed and compacted. It is extinguished with a single bright burst of light. The key, comprised of two halves, lay resting at Magneto's feet. He drops to his knees exhausted.

"What have you done?" yelled Storm. "What you should have helped us do in the first place." shot back Domino. A soft rumble shakes the street. "That spider wasn't attacking anyone, it was just defending itself." said Kurt. "What are you? PETA's spokesman? Or in your case, one of their protected animals." chuckled Creed. Another rumble. "I have to give you props chere. Those moves of yours earlier was quite something." smirked Gambit. "Kill me now." groaned Rogue. Yet another rumble.

By now, everything was starting to realize something was going on. "What's that shaking?" asked Kitty. Another rumble and then another until they began to happen seconds apart. A nearby building cracks and collapses to the ground, a figure comes walking overtop of the wreckage.

Famine move forward, the symbols on his body and eyes glow bright green. With every footstep, the ground shakes but not from his weight. Rather he was releasing seismic energy just simply from walking. "Who is this guy?" groaned Rogue.

Magneto sends a magnetic blast at him but he is already weak and the blast has no effect. Famine extends his hands and suddenly, a earthquake starts that shakes the entire city. The ground beneath Magneto's feet explodes, sending his flying into the air. Cyclops fires a blast but the beam bounces off seemingly thin air a few inches from the target. Domino fires her twin machine pistols but the bullets bounce a few inches away as well. Famine continues to move forward, not slowing in the slightest. Creed leaps forward and is sent flying to the side, without touching his target.

"This guy's got some kind of invisible shield around him." growled Logan. Exodus and Jean lift Famine telekinetically into the air. He glances down at them with almost an annoyed look. He extends his hands and sends out powerful seismic waves.

Exodus puts up a shield in front of Jean but doesn't fare too well blocking the attack. His whole body shakes violently, cracking bones and ribs. The powerful telepath drops to the ground in pain. Famine lands on his feet and continues forward. "Great, another unstoppable enemy." moaned Kitty.

Famine has grown tired of the interference. He sends seismic tremor into the ground and the entire street begins to crack and reform. Pillars and pits form around within seconds. The entire landscape continuously changed. Pillars would try to impale anyone underneath and pits had compacting walls that would crush anything that fell in.

The only true safe haven in off the street in the alleys where everyone quickly takes refuge. Famine continues moving up the street, his target now clear to everyone else. The spiderstone key. "He's going after the key. Kurt, grab it quick." said Scott.

Kurt teleports next to the key, attempting to grab it. But within a micro-second, the rock beneath him rises up violently which hurls him away. Everyone tries to use a distance attack on him at once but it doesn't even slow him down.

Famine finally stands over his goal. The spiderstone rises up on a pillar, allowing the Horseman to grab it as arm's length reach. "NO!" yelled Magneto. He unleashed a magnetic blast but Famine forms a rock sphere around himself and sinks into the ground.


"For the last time Toad, stop buying me roses. I hate them." said Wanda as the Brotherhood were returning from a trip to the grocery store. "But I thought girls like roses." said Toad as the group all carried bags toward the house.

Wanda hexed Toad into the house wall. "That clear enough for you?" asked Wanda. "I thought her memory loss was supposed to make her more pleasant?" Kine whispered to Chris. "What was that?" yelled Wanda. "He said the sky is really pleasant." covered Chris, referring to the cloudless night sky.

The group approaches the front door and notice it was open. Everyone quickly set down their grocery bags and assemble around the door, ready to charge inside. They were going to give the intruder a pounding of a lifetime.

John kicked the door open and everyone rushed inside only to gasp instantly upon entry. Standing in the living room watching TV was Lance Alvers who leaped to his feet. "How many times do I have to tell you people not to scare me like that?" he yelled.

(Another evil cliffhanger. I know I said Lance would be out the rest of the season but an idea popped into my head and I couldn't resisted having it for my next chapter. I owe props to somebody. Lance traveling in a rock-made sphere was in a story written by Descendent. Also, the Horsemen idea was mostly influenced by Descendent's Brotherhood Evolution.)

(Next chapter: Lance is back but he's dead isn't he? While the Brotherhood are confused and celebrating, the X-Men and Acolytes find out. Also Sinister isn't happy and has the Marauders after Lance as well.)