Disclaimer: Alas, I do not own the characters in this story.  Although if Marvel was every willing to sell, I'd certainly be interested.

            A/N: Hooray, chapter 3 is hear.  Woo Hoo!  Expect a lot of furious fighting in this chapter as we get to see the Marauders in action.  Also, a big shout out to everyone who reviewed.

Morlin: To clear up your confusion, Rictor is a mutant who can project seismic waves.  He worked for X-Force when Cable led the team.

Dragonet: Will Sauron eat someone?  Time will tell.

Ethelyn: You're compliments are very much appreciated.  As far as Gambit goes, that will indeed be answered in a later chapter.  Don't forget about Sabertooth as well.

Anyway, it's time to start the show.  Enjoy!

 Professor Charles Francis Xavier, founder of Xavier's School for Gifted Youngsters, sat in his plush study and wondered, not for the first time that night, how his students were fairing.  It had been some time since he had sent them on the mission to the abandoned military outpost outside of town.  He had yet to receive a report from Storm or Wolverine, or any member of the team for that matter.  That could only indicate one thing.

          They had run into trouble.

          Xavier sighed as he turned his wheelchair to face the large window behind him, offering him a view of the extensive property his mansion sat on.  Normally, the view calmed him when his thoughts were in turmoil.  But no such comfort was forthcoming tonight.  His students were in trouble, whether the cause of it was Magneto, or something else, he could not tell.

          He heard the door to the study open behind him.  Of course, Xavier knew who it was long before he opened the door, but he usually did not flaunt his mutant ability to read minds.

          The large, blue-furred form of Henry McCoy came up beside him, staring out the window in silence for a few moments before glancing down at the Professor.

          "You're worried."  He said.

          Xavier smiled slightly as he glanced up at his fellow teacher.  "Yes, I am."

          Hank turned his head back towards the window.  "They are very capable young men and women.  I believe there is not a situation they can't handle."

          "I agree with you Hank.  But if I don't worry for them, who will?"

          Hank smiled and turned, walking back to the door.  "I was about to enjoy a cup of tea, would you like to join me?"

          Xavier turned also, wheeling his motorized chair after his friend.  "That sounds delightful."

          Thirty miles outside of town, at a nondescript military outpost that had been abandoned for decades, a scene far less tranquil was unraveling.  A large group of men and women, dressed in garishly bright costumes, stared each other down in a tense moment, each person waiting for someone else to make a move.

          Charles Xavier's students, his X-Men, had recently been duking it out with their longtime rivals, the Brotherhood and their powerful back up, Magneto's Acolytes.  Then, all fighting had stopped with the arrival of this new group of mutants, the Marauders, who were a diverse group, to say the least.  Magneto was the first to recover his senses.

          "Greetings to all of you, I am…"

          Before he could finish speaking, Rictor turned, pointed his hands at him, and clapped.  Seismic waves leapt from Rictor's hands and slammed into Magneto's chest, sending him tumbling through the air.

          "We know who you are, Magneto, and we ain't interested in what you've got to say."   Rictor turned and glared at the X-Men.  "That goes for Xavier too.  Now, you can either all take a hike, or we can forcefully eject you from our premises.  Either way works for us."

          Quicksilver snorted.  "In case you losers haven't noticed, we have you just a tad outnumbered."

          Magneto, who by now had recovered, and was burning with humiliation, glanced down at the X-Men.  "A truce, in light of our mutual foe.  Agreed?"

          Wolverine didn't look particularly happy, but he also knew when to make decisions that benefited his team.  "Agreed."

          Rictor seemed quite unconcerned.  "We can handle twice as many as you."

          "Prove it!"  Lance challenged.

          "As you wish.  Marauders?  Let's show them how it's done."

          Sauron screeched with delight.  "Finally!  Finally I get my chance to feed!"  With a flap of his powerful wings, Sauron rose several feet in the air, turned, and went into a dive.  With his taloned hands outstretched, he barreled head first into Sabertooth, knocking the big mutant on to his back.  Sabertooth put up a fearsome struggle, but the moment he locked eyes with his attacker's bright yellow ones, all the fight left him.  A peaceful, soothing voice in his mind told him to relax, stop fighting, and all would be fine.  Then, a great weariness overcame him, and Sabertooth fell unconscious as Sauron's parasitic powers leached the energy from his body.

          There was a moment of silence after the attack, and then all Hell broke loose.  The combined forces of the X-Men, Brotherhood, and Acolytes surged forward to do battle with the Marauders.  Their advantage in numbers, however, was short lived.  The Marauders were a well designed team, each member's powers complimenting another in some way.  Not to mention they functioned like the proverbial well oiled machine.

          Banshee took to the air and opened his mouth.  The air was once again filled with the wailing scream that gave him his name.  Hands were clapped over ears as those assaulted attempted vainly to drown out the horrible noise.  None of the Marauders seemed to even notice the sound as they began to mow down their helpless foes.

          Wolverine, whose ultra-sensitive hearing caused him the most agony from Banshee's sonic attack, made an easy target for Psylocke.  Clenching her right fist, the Asian beauty projected a glowing knife of telepathic energy.  With a single movement, she plunged the knife into Logan's skull, that adamantium powerless to stop it.  Wolverine howled in pain as every synapse in his brain was momentarily fried by the psychic intrusion, and he fell unconscious in moments.

          Jean knew that something had to be done quickly, or the battle would be lost before it started.  Gathering together her mental reserves, she struggled to concentrate through the haze of pain caused by Banshee's wailing.  Narrowing her eyes, she formed a bolt of mental energy and hurled it at the Irishman.  It struck dead on, creating much the same effect as Psylocke's psychic knife.  Banshee was rendered unconscious, his sonic attack finally ended.

          Cyclops shook off the lingering effects and immediately looked for a target for his eye beams.  The large form of Bishop proved to be perfect.  Raising his hand to the side of his visor, Scott opened up and unleashed the crimson fury of his eyes.  Bishop stood his ground and calmly watched as the deadly beam bore down on him, making no effort to avoid them.

          The optic blast struck home.

          And was absorbed.

          Scott gaped, unsure of what just happened.  The only person he knew who was unaffected by his powers was his brother Alex.  And Scott was quite sure he wasn't related to Bishop in anyway.  Scott prepared to fire again, when he noticed Bishop's fists begin to glow bright red, the same color of his optic blasts.  All at once, Scott knew what was happening.  But before he could do anything about it, Bishop thrust his arms forward, and Cyclops' power was turned against him.  The ruby beams arched forward, and would have knocked him sprawling, had not the hulking, armored form of Colossus stepped into their path.  The beams were deflected harmlessly off his broad chest.

          "I think this requires a more physical approach, comrade."  Colossus said, glancing down at Cyclops.  "Let me take it from here."  Although it rankled Cyclops slightly to accept help from the Acolyte, it was also painfully obvious that Cyclops could not hope to defeat Bishop.  He nodded to the hulking Russian, then trotted off to try and make himself useful elsewhere.

          Magneto hovered over the pitched battle, not liking what he was seeing.  Even outnumbered, the Marauders were proving how effective they were in battle.  He watched as his twin children, along with the X-Men Rogue and Storm, attempted to gang up on the Marauder called Mimic.  Mimic lived up to his name, however.  Once his opponents were in a certain range, he imprinted their individual powers on his genetic structure temporarily assuming their abilities.  As Storm attempted to blast him with a lightning bolt from her hand, Mimic dashed around behind her with a speed that matched Pietro's.  Before the African born mutant could react, he rained two dozen blows down on her from all angles, knocking her out swiftly.

          Wanda raised her hands, her fingers forming complex signs in the air, before she fired off one of her hex bolts.  Mimic raised his hand in response and conjured a hex of his own.  The two hexes met in mid-air and canceled each other out.  Then Mimic raised his other hand and fired off a bolt of lightning that caught the Scarlet Witch square in the abdomen, sending her sprawling on top of Storm's unconscious form.

          Quicksilver chose that moment to dash up behind Mimic and secure him in a full nelson.  "Hurry up!"  He shouted to Rogue.

          Rogue stepped up to the struggling Mimic, pulling her glove off.  Taking a breath to steady herself, she reached out and touched his face with her bare fingers.

          Nothing happened.

          It took Rogue a moment to realize what happened.  When Mimic copied her powers, it made him immune to them.  Mimic gave a sardonic grin, and then summoned a fierce wind to separate himself from the ersatz teammates.

          Magneto could see he was going to have to interject himself into the battle if he were to have any hope of salvaging the situation.  Turning his head, he spied a large hunk of rusting metal that likely belonged to some military apparatus at one time.  Reaching out with his magnetic powers, he grasped the slab of metal and hoisted it off the ground.  Pivoting in mid-air, he flung it towards Mimic, who wouldn't see it coming in time to dodge it with his stolen super speed.

          Inexplicably, the metal stopped in mid air.

          Blinking in surprise, Magneto looked around.  He spotted the green-haired woman called Polaris, her arms outstretched, pointing towards the slab.  Magneto's first though was that she was applying some form of telekinesis to hold the metal at bay.  But on closer inspection, he could see the earth's magnetic lines being manipulated around it.  And Polaris was doing the manipulating.

          So, the girl possessed magnetic powers.  Interesting.  Turning, he called down to her.

          "So, child, you seek to test your powers against mine?"

          Polaris looked up at him, sneering.  "I hardly think it a fair contest, old man."  Then her face scrunched in concentration and she sent the hovering piece of metal flying back up towards Magneto.

          "Foolish child!  Do you think you powers can compare to those of the Master of Magnetism?"  With a flick of his hand, he halted the metal's trajectory.  Polaris strained to exert her will over it once again, but it was becoming quite obvious that her powers could not compare to Magneto's.

          Fortunately for her, they didn't need to.  Magneto was momentarily distracted by a shadow passing over head.  He looked up to see the silhouette of Sauron, and it looked like he was carrying a passenger.

          The man-beast dropped his passenger, and Magneto felt a pair of lithe, powerful legs wrap around his neck in a choke hold.  Psylocke raised her hand and manifested the psychic knife she had used on Wolverine.  Before Magneto could react, Psylocke plunged it into his skull.  Although Magneto's powerful mind could resist the psychic powers of Mastermind, Mesmero, and even Charles Xavier to a point, he could not shrug off such a direct attack.  Within moments, the powerful mutant terrorist succumbed, dropping to the ground like a stone.  Psylocke nimbly leapt to safety, and immediately went to find another target.

          Across the way, Rictor and Avalanche were locked in a fierce battle to determine who could shake the ground hardest.  The ground around them was already in pieces from their efforts.  Lance's eyes rolled back in his head, as they were prone to do when he was applying his power, and summoned up the most powerful tremor he could manage.  Rictor stumbled back and forth, fighting to keep his footing, and finally had to leap clear before he was crushed under a tidal wave of stone.

          "Well, I guess you win, then."  Rictor said, sounding mildly impressed.  Then he turned towards Avalanche, and clapped his hands, directing the full force of his seismic powers at Lance, rather than into the ground.

          Before the debilitating waves hit him, Lance felt two small hands grab on to his shoulders, and the next moment, he was sinking into the ground.  The seismic waves passed harmlessly through his head and shoulders and shattered a small grouping of boulders behind him.

          "What the hell?"  Rictor blinked, clearly surprised Lance was currently not splattered across the landscape.  Then something very large bowled into him from behind.  Rictor threw up his hands as he fell to the ground, but only partially succeeded in catching himself.  He still landed painfully on the side of his face.  He was about to push himself to his feet, when a great weight suddenly deposited itself on his back.

          "Sit tight for a little while pal."  Blob said as he shifted his tremendous bulk around on Rictor's back.

          "Somebody get this tub of lard off of me!"  Rictor screamed.

          "Yeah, right."  Fred laughed.  "Nothin' moves the Blob."

          "Perhaps you will permit me to try."  A harsh voice whispered in Fred's ear.  Fred turned his head and found himself staring straight into a pair of cruel, yellow eyes.  When he tried to look away, he found he couldn't.

          "Kindly remove yourself from poor Rictor."  Sauron hissed, boring into Blob with his hypnotic powers.  "It would make you very happy to do this."

          "S-sure."  Fred agreed.  His eyes glazed over and he slowly stood off of Rictor, who scrambled away the moment he felt the weight lift.  Sauron smiled wickedly, and then proceeded to drain the Blob of his vitality.

          Jean grimaced as she surveyed the battle field.  Things were not going well at all.  Storm, Rogue, Quicksilver, the Scarlet Witch, Magneto, and now the Blob were all down and out of the fight.  Sabertooth and Wolverine were only now starting to recover, their respective healing factors working to revive them from the treatment they had received at the hands of Sauron and Psylocke.  And the only member of the Marauders they had managed to take down was Banshee, and Jean knew her mental bolt wouldn't keep him out forever.

          Turning, she watched at Colossus attempted to subdue Bishop.  Bishop's futuristic weapon seemed to be having no effect on the Russians metallic hide.  Unfortunately, Bishop was incredibly agile for a man his size, and Colossus couldn't get his hands on him.  She then watched with dismay as the lithe figure of Psylocke crept up behind Piotr and struck him in the head with her psychic knife.  His organic armor provided no protection, and his cream was cut short as he slipped into unconsciousness, his metallic skin reverting to normal flesh and blood as he did.

          This Psylocke was becoming a problem, Jean noted.  She had already incapacitated three of her most powerful allies.  Gathering her powers, Jean projected a mental bolt at the purple-haired Asian.  Jean didn't expect her attack to knock her out, but she did hope it would get her attention.

          Jean wasn't disappointed.  Psylocke's head snapped in the direction the attack came from, and she began to stalk in Jean's direction, psychic knife held threateningly before her.  "So luv, fancy having a go, do you?"

          Jean was momentarily surprised to find that Psylocke, who was distinctly Japanese in appearance, spoke with a British accent.  But she quickly waved it off and fixed her with a stare.  "Anytime you're ready."

          Both girls closed their eyes, and their surroundings changed.  They were standing on a flat, featureless plane that spread for miles in all directions.  This was the astral plane, a place only trained psychics could access.  A place they could bend to their whim and do battle without damage to the real world.

          Psylocke remained mostly unchanged, except now, instead of her psychic knife she was clutching a deadly looking katana.  Jean's uniform had changed to resemble gladiator-style armor, complete with shield and long sword.  Psylocke gripped her weapon with both hands as she warily circled Jean.  Her movements were fluid and agile, as if she was trained in this form of combat.  Suddenly, she lunged, katana sweeping in from the side.  Jean raised her shield and blocked it, before twisting her upper body and swinging her own sword.  Psylocke parried easily, before dropping into a crouch and attempting to sweep Jean's legs out from under her.  Jean applied her telekinesis to assist her in leaping over the attack.  Her feet had barely touched the ground when Psylocke leaped at her with a flying kick.  Jean stumbled back, losing her footing and falling on her rump.

          Jean was dismayed to note that Psylocke was an exceptional martial artist.  Better than her by far.  Rolling to one side, Jean leapt to her feet and swung her sword towards Psylocke's head, hoping to catch her off guard while she was still recovering from her kick.

          No such luck.  Psylocke's blade jumped to intercept the blow at the same time her foot connected with Jean's shield, knocking it from her grasp.  Jean quickly realized her mistake.  She was no match for Psylocke in this type of battle.  So she decided to change the rules a bit.  Jean raised her hand, and a wall of stone jumped from the ground, surrounding Psylocke on all sides.  But Psylocke was not easily beaten.  She could bend reality just as easily as Jean.  Her sword slashed out, cutting through the stone easily, reducing it to rubble. 

          But Jean had used the intervening time to summon a large, multi-armed beast.  The creature, comprised of pure thought, bore down on Psylocke, talons flinging wildly.  Psylocke did not appear impressed.  Rolling to one side, she slashed upwards, severing one of the beasts' arms at the elbow.  While it was distracted by the pain, she leapt over its head, twisting in mid air and slamming her blade into its skull, dispersing it.

          Jean chose that time to appear behind her opponent, attempting to drive the point of her sword home.  But Psylocke had sensed her coming.  Dropping to her stomach, she twisted on to her back and planted both feet in Jean's stomach.  Jean doubled over, the breath knocked out of her, dropping he sword.  Psylocke scrambled to her feet, before lashing out and striking Jean in the temple with the butt of her sword.

          As Jean lay injured before her, Psylocke's sword vanished, replaced once again by her psychic knife.

          "Nice playing with you, Red.  But game's over."  And she plunged the blade into Jean's forehead.

          Scott took careful aim with his visor, waiting for the right moment to strike.  Pyro had Sauron on the ropes, keeping the energy draining pterodactyl-man at bay with bursts of deadly flame.  All Scott needed was a good shot, and one of their more dangerous adversaries would be out for the count.

          That's when he heard Jean scream.  Turning his head quickly, he saw her collapse to the ground, convulsing slightly, as Psylocke stood a few feet away from her, grinning.

          "JEAN!"  Scott took off running, all thoughts of the current battle lost.

          "Hey, mate, where do ya think you're going?!"  Pyro called after him, turning to watch him leave.  The moment of distracting cost him dearly though.  He heard a low swishing sound, and then scaly talons dug into the fuel canister on his back.  Kerosene gushed out of the holes, to be evaporated as it hit the dry, desert ground.  Pyro suddenly began to sweat.  With no fuel, he couldn't use his powers.  But he only had a few moments to worry about it, before Sauron drained him off his energy, and he slipped into blissful nothingness.

          Psylocke looked down in satisfaction at her handiwork.  Jean had the potential to be a powerful psychic, but she should have known better than to try and challenge Psylocke to physical combat.

          Psylocke blinked as she heard a shout, then turned to see Cyclops pounding across the ground towards her.  She crouched into a fighting stance, psychic knife flaring to life, when a brilliant beam of crimson energy poured out from Cyclops' eyes.  Psylocke leapt to one side.  She managed to avoid the attack, but she landed with none of her usual grace.  Grunting as she hit hard on her side, she attempted to roll onto her feet.  But a yellow-booted foot lashed out and slammed into her stomach.  Psylocke cried out in pain but rolled with the blow, utilizing her years of martial arts training to get her out of further harm.  Obviously, harming the redhead had driven the boy into a rage.  She back flipped out of the way of another kick, landing on her feet.  A flash of crimson was her only warning, and she barely ducked the optic blast aimed at her head.  She could swear she felt a few hairs begin taken off.

          Scott came at her, fists swinging.  He was being fueled on by blind rage, but that wouldn't win this fight for him.  Psylocke countered every one of his moves, and then struck back with her own.  Scott tried in vain to defend himself, but her hand-to-hand abilities far exceeded his.  A knee to the stomach, and an elbow to the back of the head put him out of the fight.  Psylocke smiled in satisfaction, then turned and found herself face-to-face with a very grumpy looking Wolverine.

          "You an' me got a score to settle, darlin'."  He said, as his claws leapt from their sheathes with a snikt.

          Lance and Kitty emerged from the ground, a few feet removed from the losing battle their friends were fighting.  Kitty grimaced as Scott, Jean, and Pyro were added to the "'loss" column.

          "We, like, so totally have to do something!"

          "What do you have in mind, exactly?"  Lance asked, waving a hand at the battlefield.  "In case you didn't notice, we're getting whipped!"

          Kitty frowned at the harsh tone Lance was using when he talked to her, but shrugged it off for the time being.  They had more important things to worry about.  She cast around for some type of solution, and spied Lance's jeep.

          "That's it!"  She said, growing excited.  "We can go to the mansion and get the Professor!"

          Lance looked skeptical.  "He's just one man, what can he do?"

          "The Professor can get us out of this, I know it."  She said, hoping she was right.

          Lance looked around again, still not convinced.  The Marauders had succeeded in taking down Magneto.  And he was every bit as powerful as Xavier was, maybe more so.  But then he looked back at Kitty, and saw her bright blue eyes pleading with him, and couldn't resist her.

          "Alright.  But, it's thirty miles from here.  Wouldn't it be faster to take the Blackbird?"

          Kitty shook her head.  "It would take too long to get it in the air.  They'd know what we were up to.  We can make a faster getaway in your jeep."

          Lance nodded.  "Sounds good, c'mon."  They turned to run in the jeep's direction.

          "Going somewhere?"  A cruel voice asked from behind them.

          They both turned to see Marrow standing there, holding what looked to be large knives in her hands.

          Lance narrowed his eyes.  "Try something, I dare you."

          Marrow hurled the knives in their direction.  Lance dove to one side, Kitty simply phased.  As the knives passed through her, she saw that they were actually sharpened spurs of bone.

          Kitty looked back at Marrow, and watched as she produced two more sharpened bones from her ribcage, pulling them out and brandishing them.  Almost exactly like Evan would.

          Lance raised one foot, prepared to stomp it down on the ground, when two glowing objects streaked in form the side and hit the ground in front of Marrow, exploding on contact and driving her backwards.

          Gambit appeared in front of Lance and Kitty, drawing two more cards from within his trenchcoat.  "You two go on.  Gambit deal with her!"

          The two nodded and took off for the jeep.  Gambit calmly regarded the redheaded girl before him, as he tapped into kinetic energy that lay dormant in the playing cards, bringing them to life.

          Marrow snarled at Gambit, not at all intimidated.  Raising her bone spurs, she charged the Cajun down with a fierce battle cry.  Gambit dodged her first two swings, then jumped up and over her head, tossing his cards down at her from above.  Marrow dodged one of the cards and intercepted the other one with one of her bone spurs.  She threw the other one at Gambit as he descended from his leap.  The spur tore a hole through his coat, but left him unharmed.

          Marrow's face scrunched in slight pain as she forced a long bone in the shape of a staff out of her back.  Pulling it free, she brandished it in front of her.

          Gambit smirked and reached into his trenchcoat, pulling out a small metal cylinder.  Pressing a stud on the side, the cylinder extended into his own staff.  Marrow rushed forward and swung.  Gambit brought his staff up in a counter, and the two weapons crashed together.  Gambit was momentarily surprised that Marrow's bone staff held up under his own metal one.  Apparently, her bones were much harder than they looked.  Marrow disengaged from their stalemate and swung again, this time going for Gambit's knee caps.  Gambit parried the blow off to one side, then spun the staff in his hands and jabbed it into Marrow's abdomen.  She let out a "huff" of breath, but proved her resiliency by recovering almost immediately, slamming one end of her staff into Gambit's ribs.  Gambit winced, but flashed a smile nonetheless.

          "Nice moves, petite.  You maybe let Gambit teach you t'ing or two."

          "Not likely pal!"  Marrow shouted, reversing her grip on her staff and swinging it in an uppercut motion.  Gambit leaned back out of the weapons path, then hooked his own staff around the back of her legs, cutting them out from under her.  Marrow tumbled backwards with a cry, losing her grip on her weapon.

          Gambit tapped her on the chin with the end of his staff.  "I win, chere."

          Marrow looked up at him, then a wicked smile crossed her face.  "Think again, tough guy."  She said, pointing behind him.

          Gambit frowned and turned around, finding himself eye-to-chest with Bishop.  Before Gambit could even consider bringing his staff around, Bishop pistol-whipped him in the temple with the butt of his gun.  Gambit collapsed with a groan, all the while cursing himself for letting his guard down, before slipping unconscious.

          Lance and Kitty jumped frantically into the jeep.  Lance started the engine, put it in gear, and stamped down on the accelerator.

          They kicked up lots of dust, but didn't move anywhere.

          "Lance, what's wrong?  Like, get a move on already!"

          "Don't you think I'm trying?"  He shouted, pressing the gas pedal as far as it would go, with no better results.  Twisting to look over his shoulder, he saw that Polaris had her arm stretched towards them, trapping the jeep in her magnetic grasp.  Grumbling, Lance pointed his own hand towards her, causing the ground beneath her feet to shake violently.  Losing her concentration as she tried to stay standing, the jeep slipped from her grip.  Lance and Kitty were thrown back in their seats at the sudden acceleration.

          Polaris screamed in frustration and attempted to re-exert her power over the jeep, but they were too far away by the time she recovered herself.  She hoped the two escapee's would not cause any trouble.  Her boss would be most displeased with her for letting them get away.

          Psylocke leapt backwards, narrowly avoiding losing an arm to the claws of her vicious opponent.  This was not going well at all.  She knew, of course, from intelligence gathered by the Marauders, of Wolverine's vaunted healing powers.  But she had not expected him to recover so quickly from her mental assault.  Add the fact that Wolverine was every bit as capable a martial artist as she was, and Psylocke was not enjoying herself.

          She was already bleeding from numerous small cuts her opponents claws inflicted on her.  Also, any telepathic attack she attempted to make could not get through.  Now that he was prepared, he was able to summon up the psychic barriers Professor Xavier worked with every X-Man to develop.  On top of it all, any blow she managed to land on him usually ended up hurting her far more, thanks in part to his adamantium laced skeleton.

          "So you wanna tell me what all of this is about, darlin'?"  Wolverine said as he circled her, claws held at the ready.  "Exactly what it is you think yer all doin' here, an' most of all, who ya work for?"

          Psylocke spat, partly out of contempt, but also because her lip was bleeding.  "Those things are of no concern to you.  Yet anyway.  What you should be worried about right now is preserving your own safety.  Look around you!  You're the only member of your team left standing."

          With a start, Wolverine saw that she was right.  The members of the X-Men, Brotherhood, and the Acolytes were sprawled all over the battlefield.  The last bit of resistance from Nightcrawler, Boom-Boom, and Toad were quickly put down from a combination of Mimic's copying powers, Rictor's seismic waves, and Sauron's energy leaching.  And they were now all stalking in his direction, including Banshee, who had come around from Jean's psychic attack.

          Wolverine growled.  He had been up against some pretty tough odds before, but the Marauders had just leveled his entire team.  Not even he had a chance against those odds.

          Rictor arrived on the scene, cracking his knuckles, the rest of the Marauders in tow.  He glanced at Psylocke and frowned.  "You don't seem to be doing very well for yourself."

          Psylocke sniffed and straightened up, her pride wounded.  "You fight him hand-to-hand and see how well you do!"

          "That won't be necessary.  Sauron, if you would be so kind as to take the fight out of our dear Mister Wolverine?"

          "Certainly."  Sauron hissed.  "It would be a pleasure to feast on his fighting spirit."

          If the winged monstrosity expected Logan to give into him, he obviously knew nothing about his intended target.  Whirling, Wolverine lashed out with his claws, scoring a clean hit across Sauron's chest, drawing three parallel lines of blood.  Sauron screeched in agony, but Wolverine had already moved on to his next target.  Lashing backwards with his foot, he caught Mimic in the stomach, and then twisted into a leaping roundhouse kick, smacking Bishop in the side of the head.

          "Damn it, Banshee, do something!"  Rictor yelled, before a nasty head butt dazed him.

          Banshee once again opened his mouth and subjected Wolverine to the agony of his sonic scream.  This time though, the outcome was different.  Something stirred deep within Logan, and he began to see red.  The primal beast, usually kept locked away in the darkest corner of his soul, began to make its bid for freedom.  And the intense pain from Banshee's attack wasn't helping to keep it in check.  Just as Psylocke was reaching for him with her psychic knife, Wolverine let loose with a bestial howl and flew into a berserker rage, lashing out at anyone foolish enough to get close enough to him.

          Spittle flew from his mouth as Wolverine whirled.  Slashing and kicking at anything he could reach, the Marauders found themselves held at bay by one man after they had just overcome a team of nearly twenty mutants.

          Unfortunately, no one could beat the numbers gang indefinitely.  Not even Wolverine in full berserker fury.

          Rictor shook up the ground below him, knocking the savage X-Man off balance.  Polaris then used her magnetic powers to gain control over the adamantium that laced his bones, suspending him in mid-air, where he could do no damage.  Finally, Psylocke reapplied the psychic knife treatment, taking the fight out of Wolverine once more.

         Rictor made a show of brushing off his hands as he addressed his teammates.  "Well, I'd say, that with the exception of the two we let get away,"  He glared at Polaris for a moment.  "That went rather well."

          "So, then, what're we ta be doin' with all our wee friends here?"  Banshee asked in his Irish lilt, sweeping his arm out to indicate

          "What indeed, dear Banshee."  Came a new voice, deep and rich and dripping with malice.

          Every member of the Marauders snapped to attention as the pale man put in his appearance, stepping out of the military building for the first time.  He surveyed the battlefield, nodding in approval at his team's handiwork.  He stopped by the fallen form of Magneto and allowed himself a malicious smirk at the Master of Magnetism's expense.

          "Not so all powerful now, are you my friend."  He then turned his glowing red eyes back to his group.  "Congratulations on a job well done, all of you.  Do not concern yourself with the two who made their escape, I had hoped from the start someone would make it from the battle to spread the word of what happened here today.

          "As for the rest of our guests.  Leave them here.  When they finally awaken, assuming of course, any of them do awaken, they will know what has transpired here today, and that their time is short lived.

          "And now we depart to a new location.  This one is no longer secure."  The pale man then turned and, with his Marauders following close behind, walked back to the military base to begin making preparations for moving to a new base of operations.

          Soon, the battlefield was deserted, save for the fallen hero's who littered it.  No one stirred, save for one.

          Sabertooth, who was awake for the entire conversation between the Marauders and their leader, stood up.  His healing factor had finally replenished the energy taken from him by Sauron in time to see Wolverine get taken down.  That didn't make Sabertooth all too happy.  Nobody pounded the sawed-off runt except him.  But Sabertooth knew better than to try and come to his aid.  He knew he'd fair no better alone against the Marauders than Logan had.  So he waited until they were long gone before getting to his feet.

          The feral mutant gazed in abject horror at the destruction wrought by the Marauders.  But that was the least of his worries.  For he had seen the face of their one true enemy, and it chilled him to the bone.

          "Why?  Why did it have to be him."

A/N: dun dun dunnnnn……. Oh no!  What is to become of our favorite mutants?  Are they all OK?  Or are Sabertooth, Shadowcat, and Avalanche the only one's left to deal with this new menace?  Well, that's what you'll have to stay tuned to find out, sillies!  Oh, by the by, expect the next chapter to be light on action.  You have no idea how difficult it was to write that giant fight scene.  I do hope it turned out alright.  Anyway, R/R as always, and stay tuned for chapter 4 of Mutant Dawn.  Cobra awayyyyyyyyy!!!