Disclaimer haiku:
I saw, and behold
A lawyer; and they said I
Own naught of the X.

Note: This fic is largely based on the "Mutant Massacre" crossover arc, which remains one of the nastiest and saddest bits of X-Men history. That being said, I've taken considerable liberaties with it, which, for comic-geeks like me, should be apparent starting with the third paragraph of the prologue.

I have also shamelessly lifted ideas, dialogue and/or scenes from several episodes of 'X-Men: The Animated Series,' including, but not limited to, "Captive Hearts," "The Cure," "Come the Apocalypse," "A Rogue's Tale" (see that third paragraph again), "Reunion Part 1," and "Obsession." And, last but not least, I totally stole an idea from the X-Men/Avengers novel Gamma Quest Part 2: Search and Rescue, by Dan Cox (you'll see what in a later chapter). Hey, imitation is the sincerest form of flattery! :)

Also, I plotted this out well in advance of "The HeX Factor," so it's now decidely AU. Such are the hazards of writing in mid-season, yes? But you don't care - you're just here for the fic. I'll shut up now and let you read...


By the pricking of my thumbs,
Something wicked this way comes.

- 'Macbeth,' Act 4, Scene 1


Warren Kenneth Worthington III loved New York. From the soaring buildings to the filthy rivers, and everything in between - he loved it. He'd spent a lot of time in the city as a child, trailing after his father as the senior Worthington conducted the family business empire, and now he didn't want to ever leave it. Ever. He stayed there, alone, while his parents jetsetted around the world and his rich-kid peers partied their brains out. It was some kind of nesting instinct, he guessed, like the way certain birds returned to the same breeding grounds year after year. He'd studied birds extensively, because he had something in common with them, something that set him apart from the other citizens of his beloved metropolis. Unlike everyone else in New York City, Warren Worthington had a pair of fully functional wings growing out of his back.

It made dating a little awkward.

Which was why his date tonight was not aware that he had wings, nor that he sometimes put on a mask and a costume and flew around the city committing random acts of kindness, justice, and mercy. And if he had his way, Carol Danvers would never find out.

He'd met her at - of all places - his father's main offices, where she was working as a consultant on some big project or another, and depsite the fact that she was a good few years older than he was, he'd asked her out on the spot. Tonight marked their third date.

When his father found out Warren was dating an employee, he was going to be furious - but that was one of the benefits of your parents living an ocean and a continent away.

"So what now?" he asked, checking his watch as they strolled through the crowds near the Baxter Building; they'd eaten at a small, exclusive restaurant at the base of the skyscraper, and since Warren preferred the open air over the confines of a limo, they were on foot for the rest of the night. "We still have a full hour before this show starts."

Carol laughed, a sound almost as beautiful as she was. "Careful, Warren - your life of privilege and luxury is showing."

He stopped walking and did an exaggerated once-over of himself - partly for the joke and partly to check if his wings were still secured beneath his coat. "It is?"

She shook her head in mock exasperation, propelling him forward again with a tug on his arm. " 'This show.' Only you could make box seats at the hottest play on Broadway sound like going to a drive-in."

He grinned. "My apologies, madam. I'll try to be more pedestrian from now on."

"Well, you're forgiven." Carol looked up at him, a smile lighting her big blue eyes. "You're a very good date, otherwise."

"I could say the same-" he started, but a commotion ahead of them made him pause. People were jumping and being shoved to the side of the pavement, pushed out of the way by an unseen aggressor, and whatever it was, was coming closer.

"What's that?" Carol asked, sounding more confused than frightened.

God, don't let it be that Magneto jerk, Warren thought, remembering his Christmas-time encounter with the crazed mutant. A repeat of that was exactly the last thing he needed at the moment. "I don't know."

Magneto or not, he decided to stand his ground and pushed Carol behind him, ignoring her protests.

The people directly in front of them moved sideways, exclaiming in surprise and fear, and the disturbance crashed directly into Warren's legs with all the force of a small, panicked cannonball. He staggered backwards a few steps, regained his balance, and looked down at the pint-sized figure sprawled at his feet.

"It's just a kid," someone said, and with that summary dismissal, the crowd flowed on with little interest.

But it was more than just a kid; the green, lumpy skin, the over-large eyes with no irises or pupils, and the three-fingered hands made it clear to Warren that this was a mutant child - probably no older than five or six. The boy's smudged face and ragged, filthy clothes told Warren that he was also homeless or neglected.

Most of the people in Warren's social circles - "philanthropists" and "humanitarians" included - would've shied away from such a creature. But Warren was nothing if not an angel of mercy. He knelt, getting the knees of his Gucci slacks hopelessly dirty, and helped the little boy up. "What's wrong?"

"They killing them!" the boy wailed, eyes wide with distress. "Bad people killing Morlocks - Callisto said run away, get help, but Leech not know how, and... and... they all DYING!"

"My God," Carol said. "Do you think he's telling the truth?"

"Only one way to find out." He turned back to the little boy - Leech, apparently - and asked, "Can you take me to the- the Morlocks?"

Leech rubbed at his white eyes, wiping away a suspicious sheen of moisture, and sniffled. "You help?"

Warren nodded solemnly. "Yes."

Carol said, "And so will I."

"No way," Warren said immediately, turning to face her. "This will be dangerous, and I'm not letting-"

"No one 'lets' me do anything," she said, cutting him off, and for the first time, he saw steel in her eyes and heard anger in her voice. "I can take care of myself, Warren. And you're going to need help, so forget it."

Leech had remained silent through the brief argument, but now he tugged on Warren's pantleg. "We go now?"

He glanced at Carol, who was non-verbally daring him to even try to leave her behind, and suppressed an urge to spread his wings in irritation. "I guess so. Lead the way."

The boy promptly darted off in the direction he'd come. Warren and Carol ran after him, dodging and pushing through the crowd with only the slightest care to avoid hitting anyone. Leech ducked into a narrow, cramped alley and came to a halt next to an open sewer grate.

"Morlocks live down here," he said, clambering down a rusted access ladder. "It not far. Come on!"

Carol discarded her jacket and followed the little mutant without hesitation.

Warren looked down at the foul, rotting blackness of the sewer, and then up at the night sky, half-hidden by the glow of the city he loved. "You owe me for this one," he muttered to the heavens, and dropped down into the sewer without taking off his coat. "Cowabunga -!"