Disclaimer: We're reaching the last few chapters of this story now. Hope that anyone who's actually reading it likes it. Anyway, I have some business to cover. Firstly, thank you to Pyro-hi! A new reviewer! Always happy to get new reviews even if I still don't have all that much. BUT I DON'T MIND A BIT! Ha ha ha. Pyro-hi, just so you know, in X-Men Evolution, Amara isn't so grossed out and Ray isn't so rude. Thought that you might need to know that. Now, to BobbyD12, Ben Flemming (or Outlet) is a pretty nice guy. His looks on the other hand. His haircut preference is like this: he has a shaved head! If he had hair, it would be red, because in fact he has a short goatee on his chin. But, anyway, his mutant power is this: he and/or anything that runs on electricity. He can also turn the electricity into a physical form which he throws at people (which is why he carries a flashlight). That's pretty much it about Ben. If I think of anything else, I'll let it be known. Oh, and I don't know about this killing things. Just thinking about killing off one of my precious characters just makes me want to shove my hand in a meat grinder while smashing my head against a cement wall, simoultaneously standing in a mountain of poison ivy in a diseased mosquito infested area. Maybe in my sequel, (I am going to write a sequel by the way, I'll get to that later) yeah, maybe I'll kill someone. Pleasant, eh? Anyway, yeah, I've just started my sequel. To this that is. I haven't written anything else. Why do you think my success is so great? ((sarcasm hint, hint) You see, I had already had this entire story written and have been randomly posting chapters. WHOA! My disclaimer's almost as long as this chapter! I'm not even going to get a chance to say goodbye! Well. (disappears mysteriously)


Xavier stared at the intersection in the tunnel. This was the sixth intersection in the tunnel so far. Packrat was crouched next to him, sniffing the air. Bear sat on the ground singing a nonsense song while receiving dirty looks from Mr. Kamon.

"We will go left," Xavier stated.

"How much more do we have to go?" Mr. Kamon grumbled, "It's not like I'm as fit as these young nippers."

"I has to go," Bear declared.

"It'd be different if I was forty again," Mr. Kamon continued, ignoring Bear.

"We should not have to much more to go," Xavier answered him.

"Ugly stinkpot lurks," Packrat hissed.

"Speak English, rag ball," Mr. Kamon demanded.

"Bushes eat mushy cheese in paper clothes," Bear sang.

"Is lurking in tunnel waiting to slice," Packrat mumbled.

"Brian is correct," Xavier affirmed, "There is someone waiting ahead. Be prepared."

The four mutants continued through the tunnel, but more cautiously than before. Every once in a while, they would hear remote noises. A distant explosion startled the group.

"Boom!" Bear yelled excitedly.

"Shut up, Fuzzweed!" Mr. Kamon snapped.

There was a swift movement farther up in the tunnel. Packrat made a noise through his teeth and pulled a scythe from his belt, one of the many objects that he had brought with him (including the scythe, half of a hockey stick, three cogs, a dog leash, and a flask of extremely old whiskey). The group moved a few more feet. Suddenly, a dagger flew towards them from the darkness. Packrat's tail lashed out and caught it cleanly. The shadowy form of Massacre walked silently out of the gloom. Packrat let out a screech of rage, but didn't move.

"Keep it up, rat, and I'll have no choice but to put you out of commission," Massacre warned in his raspy voice.

"No respect these days," Mr. Kamon complained, "As you kids say, bring it on!"

"Keep your mouth shut, geezer," Massacre countered.

Mr. Kamon let out a war cry and clenched his fist tightly. When he opened it, there were bright, hot coals in his hand.

"They didn't call me Old King Coal for nothin'!" he yelled and threw the coals at Massacre.

Massacre simply contorted himself to avoid getting hit with the searing projectiles. At the same time, he threw another few daggers from his large collection on his belt. Packrat whipped out his damaged hockey stick and waved it at the oncoming daggers. The daggers punctured the end of the hockey stick giving it a medieval weapon look. Packrat took off towards Massacre wielding the scythe and the hockey stick of death.

"Brian, stop!" Xavier tried to stop him, but it was no use.

"Crazy fool's gonna get himself killed," Mr. Kamon commented.

"Zeeblyboppers," Bear said, amazed.

Massacre jumped backwards in surprise to Packrat's attack. Packrat made a leap and landed a kick in Massacre's chest. Massacre fell backwards, but simply rolled over into a standing position.

"You're gonna die, rat!" Massacre shouted.

Packrat let out a sinister laugh and jumped through a vent in the ceiling. Massacre quickly followed him.

"That mad beast can't take that gangster on alone," Mr. Kamon protested to Xavier, "Once you serve someone food, they're family."

"Calm down, Eugene," Xavier assured him, "I'm sure Brian is capable of handling Massacre. We can still help him by getting out of this tunnel and finding the end of that ventilation system."

"We kills dagga man!" Bear yelled fiercely.


Scott blasted the door down with an optic blast. He entered the room followed by Jean and Peter. The room was large and circular.

"Reminds me of the danger room," Scott commented.

There were also a few other doors scattered around the wall. Two of them burst open. A third was ripped off its hinges. Logan walked through one of them and sniffed the air. Hank, followed by Storm, entered through another door. Tom walked through the last doorway carrying the damaged door.

"What are you guys doing here?" Jean asked the four X-Men.

"Probably the same reason you're here," Logan responded, "Just followed the hallway."

"What could they possibly use this room for?" Storm asked, looking around.

Her question was suddenly answered when an iron ball flew through the air and landed in the middle of the room. The ball unrolled to reveal Pillbug. He was smirking and carrying a small device in his hand.

"Welcome to the Combat Cyborg Chamber," Pillbug said, staring at them with his jet black eyes, "Here you'll experience the exciting, but painful occasion of the Cyborgs."

"What do you want, Sleazeball?!" Logan asked threateningly.

"Just giving you a tour, that's all," Pillbug grinned.

"You'd better get out of here," Storm warned, "You are extremely outnumbered."

"Am I?" Pillbug raised his eyebrows. He pressed a button on the gadget in his hand. Suddenly, holes began to form in the floor.

"On your left and right," Pillbug continued, "you'll notice that the Cyborgs are kept in the floor of this room."

Sure enough, the X-Men found themselves being surrounded by mechanical creatures that were climbing from the holes in the floor.

"As you can see, it is not I who is outnumbered," Pillbug concluded, "It is you."

With that, he curled up into his ball and hurtled straight for the X-Men. Scott dived out of the way only to land in the arms of a particularly large Cyborg. The Cyborg lifted Scott by his legs and threw him a good distance away.

A tall Cyborg pulled two photon guns from its sides and pointed them at Hank. Hank began to hop around on his hands to avoid being fried by the Cyborg's closely accurate shots.

Logan sliced through two short, huge-handed Cyborgs and looked around quickly. The Cyborgs seemed to be coming endlessly from the holes in the floor. If he could get inside one of the holes he might be able to stop the Cyborgs. He looked up. The familiar iron ball was soaring toward him. He leaped on top of a spidery-looking Cyborg just escaping the painful pounding of Pillbug. The iron ball kept moving, narrowly missing Storm and Jean. The ball was suddenly seized by Tom's massive hand. An opening appeared in the ball where Pillbug peered out to see what had just happened. The opening immediately closed, however, when Pillbug caught sight of his captor. Tom lifted the ball high in the air and slammed it down creating a crater in the floor.

Jean lifted a Cyborg with her mind and send it careening into another group of Cyborgs. Storm formed a cyclone and let it go about its business while she fried a Cyborg's circuits with a lightning bolt. Glancing over towards the other X-Men, she caught a brief glimpse of Logan jumping into one of the Cyborg holes. She quickly glided over to Jean to tell her.

"Logan has gone into the Cyborg hole," Storm said to Jean.

"What? What's in there?" Jean said incredulously.

"It is possible that the Cyborgs are being made in there," Storm guessed.

"Someone should help him," Jean insisted.

"He won't like it, but you're right," Storm agreed.

"Whoever gets there first," Jean suggested.

"I'll tell Hank and Tom," Storm informed her, "You can tell Scott."

They departed to tell the other X-Men the plan, the room still swarming with Cyborgs. After the plan was explained, the X-Men began to make their way towards the series of holes in the floor. Tom grabbed two Cyborgs and crushed them in his enormous fists. He then swung the robotic corpses through the air knocking many more Cyborgs to the ground.. Tom then proceeded to stomp on any Cyborg unfortunate enough to be too slow in getting to their feet. Scott blasted a Cyborg with an optic blast and turned to face Jean.

"There's just too many of them," he said urgently, "There's no possible way that we're going to get anywhere in here!"

"We have to keep trying," Jean said back to him, hurling a Cyborg through the air with her mind, "This is our only chance."


Cory, Frank, and Lorenzo took a look around the dank room that they had entered. There were large, metal barrels lying throughout the room, apparently full of some kind of fuel.

"Hope this is the light switch," Cory said as he flicked a switch on the wall.

"No, it only opened an entrance," Frank said, pointing to a door on the far wall.

"Let's go check it out," Cory suggested. They began to walk towards the door. Just before they got there, the door closed.

"Hey! What's going on here?" Cory said, annoyed.

"Look!" Frank pointed back at the switch.

Locust was crouching under the switch wearing his usual sinister grin.

"Couldn't let you get away, now could I?" he asked, taunting them, "Now that you've got your powers back, you could actually cause some destruction."

"Get out of here, you oversized parasite," Cory warned.

"I don't think I will, thanks," Locust said, amused, "What could you possibly do to me? I don't think making me cold will do any harm."

"Don't underestimate it," Cory advised him.

"What else have you got?" Locust continued, "A toxic fire hydrant? Then there's the Mexican. Why don't you go back to your country and clean their water? Maybe it would put you to some good use."

"Le mataré!" Lorenzo yelled and ran towards Locust. Seconds before they collided, Locust jumped backwards into the wall. Locust then kicked the wall sending him backwards to land on a stack of the fuel barrels.

"Come and get me, ya dirty Mexican!" he taunted. He then breathed a great cloud of pestilence into the air in front of Lorenzo. Lorenzo took a few steps back and stopped.

"Technically, attempting the scheme that he is about to proceed with and calculating the probability of pyrotechnics being stationed on the story above with the fuel cells positioned on this floor, the risk of this maneuver is at a dangerously high level indicating that it probably should be discontinued," Frank said extremely quickly, attempting to stop Lorenzo from doing anything stupid.

Unfortunately, even if Lorenzo had understood anything Frank had said, he still wouldn't have considered changing his actions. Clenching his fist, he lifted his hand into the air. Simultaneously, the fuel barrels beneath Locust were launched high into the air by a large column of water that had issued from the ground. Just before the barrels hit the ceiling, Locust leaped from harm to land feet away from Frank and Cory. The barrels bounced off of the ceiling and shattered on the floor, releasing the fuel within.

Frank made a throaty noise and spit a glob of caustic liquid towards Locust. Locust hopped backward, but not quickly enough. The glob landed in the middle of his right foot. Locust shrieked and clutched his foot in pain. Cory and Frank could hear the sizzling of skin from where they stood. At that precise moment, another jet of water burst from the floor launching Locust high into the air. He landed on top of another stack of barrels sending them rolling in all directions. Cory dived out of the way of a barrel, while Frank tried to hurtle over one. He was unsuccessful. Lorenzo zigzagged between the barrels to find Locust. Locust emerged from behind a fallen barrel, rubbing his head.

"Wasn't expecting this to be so tough," he thought to himself before scuttling away from Lorenzo's latest attack.


Mosquito tapped the door in which the secret elevator was held. The power controlling the door had been drained by another source.

"Blast! There's no power available," Mosquito said, extremely irritated, "The Cyborg Chamber is the only thing that could be using that much power."

"We'll have to take the long way, eh, mate?" Pyro suggested.

"Quite right," Mosquito agreed, touching Amara's forehead to keep her unconscious.

They continued down a nearby hallway. They had been walking only a few minutes when part of the ceiling caved in. The rubble was smoldering, scorched by a recent inferno.

"Looks like someone had a little trouble with their X-Kids," Pyro said, smiling.

"Well, perhaps not," Mosquito stated, "Whoever was in charge of that room might have just locked the doors on the children and burned it on purpose."

"Who's the fire expert, you or me?" Pyro asked, raising his eyebrows.

"Yes, well, you of course, but..."

"Exactly," Pyro continued to walk down the hall.


Nightmare stood watching over one of the ladders leading up to the room that he and Magneto were in. He glanced over at Magneto. Magneto was just standing there watching Nucleo float in the large tube of greenish liquid. Nightmare looked back down at the ladders. Shadowy figures were appearing on the ladders. He flinched. It had just occurred to him that it was only him and Magneto against all the X-Men.

"Uh, I don't mean to interrupt your staring," Nightmare turned back to Magneto, "but how are we supposed to work this plan of yours if there's only two of us and tons of them?"

"Do you doubt me, Nightmare?" Magneto asked without turning around.

"Uh, no, of course not," Nightmare rolled his eyes, "but I'm just, er, curious about how you plan to do this."

"Stop worrying," Magneto instructed, still staring at Nucleo.

"Whatever," Nightmare grumbled and looked back at the ladders. The figures were getting closer. He spotted a shadow among the figures that was climbing the wall quickly.

"Magneto, I..." Nightmare started.

"What did I tell you?" Magneto turned around to face Nightmare, "Stop making such a fuss over the situation."

"But we're completely outnumbered," Nightmare burst out, "There's no way that we'll win this. What are you waiting for anyway?"

"I'm waiting for the perfect time that's all," Magneto said calmly.

"The perfect time?!" Nightmare yelled, "What do you think this is? Just get it over with. I'd rather win now than lose later."

"There is no reason to get angry, Nightmare," Magneto said forcefully, "If you cannot suppress your concern for the situation, I will have to complete the plan by my self."

"What concern for the situation?!" Nightmare said, incredulous, "If anything you should be concerned. You've got more at risk than I do."

He turned and looked back down at the ladders, "They're almost here."

Magneto walked back to the tube of green liquid.

"They're almost here," Nightmare repeated, more urgently.

He looked up at Magneto. All he saw was a large iron box hurtling towards him at high speed.


Toad paused for a moment and looked around the ladder room. He had suddenly noticed that the young X-Men that he was chasing weren't the only kids in the ladder room. Most of the other ladders were occupied by the other students.

"How do I get myself into these things?" he asked himself. He opened an air vent nearby, "Only one way outta this one."

Shawn looked down. He caught a glimpse of Toad crawling into an air vent.

"Well, we lost our attacker," he said to Melanie, Siryn, and the giant, seven-legged spider climbing the wall, all of which were climbing above him. He looked to his left. He could make out several figures climbing the other distant ladders. He suddenly heard voices from above. They were arguing loudly. Glancing upward, he noticed a silhouette of a head at the top of the ladder. The head disappeared. Someone was obviously waiting for them.

"Someone's waiting for us at the top," he warned, expressing his thoughts.

But, before he knew what was happening an iron box plummeted downward from above. Shawn looked up to see the form of someone plunging towards them. Shawn had no time to react as the falling person collided with Melanie over him.

"NOOOOOO!!" Shawn yelled as he hurled himself from the ladder after Melanie and the other form.

Shawn suddenly found himself on a rubbery surface, being lifted upward. He lifted his head to see that he was lying on his brother, who had transformed into some sort of creature that resembled a scaly squirrel with one arm mixed with a balloon.

"Aaron! What are you doing?!" Shawn shouted frantically, "I have to save Melanie."

The one-armed balloon squirrel let out noise like a squeaky dog toy.

"Of course I can save her!" Shawn gritted his teeth as the balloon-like squirrel lifted Siryn onto itself next to Shawn, "Aaron, why do you do this to me?!"

The one-armed inflated squirrel continued floating upwards, Shawn's protests clearly audible throughout the room.


Melanie sat up and looked around. She was sitting in the middle of a doughy substance that filled the entire room. She vaguely remembered the substance flowing out of a broken cupboard as they climbed the ladder a few minutes before.

Nightmare groaned. Was he in Heaven? He felt like he was sitting on a cloud. He shook his head to clear his vision. He found that he was sitting on a dough-like blob that filled the room. The iron box lay nearby. He looked around. He jumped. The very familiar blonde girl was sitting right next to him.

"Do I know you?" he asked, speaking his thoughts.

"Uh, maybe," the blonde girl replied.

"What's your name?" Nightmare inquired.

"Melanie, Melanie Seaton," the girl answered.

"Melanie Seaton," Nightmare repeated the name. It sounded incredibly familiar. Where had he heard it before?

"What's your name?" Melanie asked him.

"I'm Steve Lennox," he said, looking up, "Wait. Maybe I'm not."

"What?" Melanie looked confused.

Suddenly it clicked.

"Melanie?" Nightmare addressed her.

"What?" Melanie's expression became more bewildered.

"What are your parents' names?" Nightmare asked.

"I don't want to talk about my parents," Melanie closed her eyes.

"No, no, I need to know their names," Nightmare persisted.

"Fine, if you must know," Melanie said reluctantly, "My parents were George and Amy Seaton. But, they don't want me. I'm a mutant. That's why me and my brother were..."

She stopped and looked up at Nightmare.

"Are you thinking what I'm thinking?" Nightmare scratched his chin.

"My brother had purple hair," Melanie said staring at Nightmare.

"When did your brother leave?" Nightmare asked hesitantly.

"He left after our parents found out that he was a mutant," Melanie said sadly, "They didn't know I was a mutant until a few years later. After they found out, I left and eventually found Xavier's School for Gifted Youngsters. That's where I'm staying now."

"I don't believe it," Nightmare rubbed his head, "You're my long lost sister!"

"Wait!" Melanie exclaimed, "If we're related, how come your last name is Lennox and mine's Seaton?"

"Oh, that's explainable," Nightmare began, "After I left our house, I roamed the streets for maybe a week. Then some real nice people took me in. They were Roger and Debbie Lennox. I changed my last name to theirs because, well, you know. But then they started getting behind on their taxes and I didn't want to burden them with my need for food and stuff, so I insisted that I leave. They agreed, but not right away. A few days later, I joined Magneto for a job."

"Why would you join Magneto?" Melanie asked as if Magneto were some kind of slug.

"Now that I think about it, I don't really know," Nightmare scratched his head, "But like I said before, I needed a job. Well, I'm not sticking around here anymore. Not after being knocked off that floor by my own boss. The man's off his rocker."

"Oh, well," Melanie said, standing up, "Let's get out of here."

"Sounds good to me," Nightmare stood and followed his sister out of the room.


Logan ran down the strange hallway, slashing every Cyborg in his line of vision. He had to find the mechanism that controlled the Cyborg creation. Turning another corner, he pounded the ground in rage at the dead end ahead of him. A quick glance showed him a grate that obviously led to a ventilation system.

Something clicked in his memory. The room full of switches. It was bound to have the switch to control the power. He sliced a hole in the grate and ran down the ventilation tunnel. Listening carefully, he heard a shriek of rage from far off followed by a loud clattering. He ran faster, not knowing where the tunnel would take him.


Packrat screeched furiously and brandished his dog leash menacingly. His half of a hockey stick was embedded in a wall nearby, while his tail was wrapped around his scythe. Massacre twirled a dagger in each hand. Packrat removed one of his cogs from his belt and hurled it at Massacre. Massacre easily avoided it by bending his body. With a leap, Packrat began running along the ceiling. Massacre ducked a swipe from Packrat's scythe and began flinging daggers at Packrat, giving the ceiling the look of a cave with stalactites hanging from it.

Packrat pulled another cog from his belt, throwing it immediately. It ricocheted off of one of Massacre's daggers and knocked the scythe from Packrat's tail. Massacre laughed as the scythe slid away across the floor into the darkness of the tunnel. Packrat dropped from the ceiling and landed smoothly on the floor. He slipped the flask of aged whiskey from his belt.

"Your last drink, eh, rat?" Massacre scoffed.

Packrat leaped high over Massacre, simultaneously smashing the flask over Massacre's head. Massacre stumbled, clutching his head and slipping in the newly spilled whiskey. Packrat threw his head back and gave a bone-chilling laugh. He took the last cog from his belt and stroked it, grinning maliciously.

Without warning, Packrat launched the cog at Massacre. With tremendous reflexes, Massacre deflected the cog with a dagger pulled swiftly from his own belt. During this reaction, however, a spark shot from between the metals of the cog and the dagger. Realizing the danger a split second before it was there, Massacre took off, running away down the tunnel. Packrat could only watch as the ancient whiskey ignited, blocking his escape.


Locust dived out of the way as a glob of toxic saliva flew towards him. Crouching behind a barrel he rubbed his hands. They were starting to become numb. Cory had been using his power ever since they had started the fight and the effects were starting to become evident. He gave a leap and landed in front of Cory and Frank. He knocked Frank to the floor with a quick kick to the chest. Taking a deep breath, he exhaled a mass of pestilence right into Cory's face. Locust felt himself warm up as Cory fell coughing to the floor.

Locust looked around the room. Lorenzo was nowhere to be seen. Locust looked back at the two fallen X-Men. Cory had slipped from consciousness. Frank was still recovering from getting the wind knocked out of him. Suddenly, from nowhere, a barrel flew through the air. Locust rolled out of the way just in time. Lorenzo darted out from behind a huge pile of barrels. Locust hopped onto a smaller pile of barrels. A twitch of his foot and the barrels were sent rolling towards Lorenzo. Without warning, the barrels were launched high into the air by a new set of geysers. Driven by the momentum, the barrels continued to move right on through the ceiling.


Magneto whirled around. He was suddenly surrounded by children. How had they climbed the ladders so fast? It didn't matter. He could stop them easily.

"I compliment you on your arrival to the top," Magneto said, smiling, "But it was all for your own loss."

"You can stop with your mysterious wisdom," Ray scowled, "We're not going anywhere."

"You've got us to deal with now," Bobby threatened.

"There's, like, nowhere to go but down," Kitty told Magneto.

Magneto laughed.

"Do you think you can stop me?" he said forcefully, "You are children who have inexperienced powers. I am a powerful mutant who can put you out of existence in a heartbeat. Perhaps you should consider the situation."

"He's right," said Shawn, still depressed from the earlier events.

"Shut up, bro," Aaron said, slightly sympathetic.

"Make your decision now, X-Men," Magneto stared at them.

Only a moment passed before Louis's arm became a vine and extended towards Magneto. Immediately, metal objects around the room began to float through the air. Rogue was nearly hit with a wrench. Kurt teleported from harm when a circular razor blade flew towards him. With a slight scream, Siryn shattered the large sheet of metal revolving around her.

Kitty phased through the flying debris to stop in front of the large tube filled with green liquid. She had to let Nucleo out. She glanced behind her. Magneto was busy struggling with Louis's hand which was closed around Magneto's throat. She began to search for any mechanism that would free Nucleo.


Xavier concentrated. He could see flames in a tunnel. Logan running across a hallway. The students surrounding Magneto. Max and Kyle fighting Sabretooth, Hammerhead, and Zombie. Pyro and Mosquito carrying Amara through the corridors. Massacre fleeing the building. Nightmare and Melanie searching for an escape route. Ruben and Rahne carrying Roberto and Sarah through an exit. X-Men fighting the Cyborgs. A fuel barrel being launched through a ceiling.

"It's time to go," Xavier turned to Mr. Kamon and Bear.

"Gobo Shmobo Kadobo in the Toshobo," Bear said grinning, "Whaddaya Nobo?"

"I don't understand what either of you are saying," Mr. Kamon complained.

"We're leaving," Xavier informed him.

"Leevin Smeevin over the Meevin with happy Weevin!" Bear shouted happily.

"You mean we're going back to the plane?!" Mr. Kamon said, dumbstruck.

"That is correct," Xavier said wheeling his chair around.

"Tek on Mek eatin a Yek Pek samwich," Bear said pounding his tiny fist into his palm.

"But we can't leave everyone inside!" Mr. Kamon protested.

"This building will be destroyed soon. Everyone else will find they're way out," Xavier assured him.

"Teverun'll phine ferwey poot," Bear said with a satisfied look at Mr. Kamon.

"Whatever you say," Mr. Kamon grumbled, clearly annoyed.


Logan kicked down the door to the switch room. He immediately began searching for the Cyborg switch. Elevator Power. Security Alarm. Main Garage Door. Self Destruct. Logan stared at the switch. He was very tempted to press it. Resisting, he thought about the possibility of instant death instead of a warning to everyone else. Skimming the walls, he discovered that the Cyborg switch was not among the legible labels. This meant that he had to check the illegible labels. He scanned the labels as quick as he could, but he couldn't read most of them.

He let out a roar of fury. His plan wasn't working. Sinking to his knees he tried to think. Glancing at the wall, he noticed a switch that he had skipped. Main Power. This would control the power to everything. That would include the lights, giving Magneto the advantage. He would have to wait.


Packrat stared at the white hot flames. There was no escape. There was nothing he could do. He sunk back to the end of the tunnel, cowering in fear.


Locust watched the barrel rocket through the ceiling. He instantaneously noticed a reaction take place. Somehow, there had been a fire above. The barrel instantly caught fire, enveloping the fuel inside it. The situation suddenly dawned on him. The permanent grin dropped off his face. He was standing in a room full of fuel. A burning barrel was currently plummeting down into this room. He shook the thought from his head and shot from the room.

Lorenzo also registered the situation around him. He quickly pulled Frank to his feet and lifted Cory onto his shoulders. Following the same path as Locust, he fled from the room.


Packrat jumped as a burning barrel burst through the floor of the ventilation tunnel. The barrel then began to fall back down to where it came from, taking the fire with it. Packrat peeked over the side of the hole into a room full of barrels. Even he could see the danger in a burning room full of flammable liquid. Leaping over the hole in the tunnel, he shot away from the inevitable explosion.


Another scream from Siryn shattered the tube of green liquid, freeing Nucleo from his prison. Magneto whirled around to face Kitty.

"You meddling X-Men will learn your place," Magneto lifted his arms and a huge chunk of machinery hurtled towards Kitty.

A number of things happened in that instant. Both Kurt and Sam simultaneously jumped to save her. Sam, using his cannon blast, missed completely and snatched Nucleo's unconscious body instead. Kurt caught Kitty, but Kitty had just begun to phase through the floor, causing Kurt to go with her. Sam disappeared through the ceiling leaving behind a gaping hole. The chunk of machinery simply smashed into thousands of pieces. A moment later the floor shook violently, knocking everyone but Magneto to the floor. Raising his hands, the walls and ceiling bent outward exposing the room to moonlight.

"This is not over, X-Men," Magneto gave one last look at the room and floated off into the darkness.

"How do we get out?" Jubilee asked, panicking, "That noise sounded like an explosion."

"Only one way out," Ray said grimly.

The X-Men looked out over the edge of the room into the trees below.

"Dude," Allen said seriously, "I'll break your fall."

"I can take some people down, too," Aaron offered.

"Ok, Aaron takes Siryn, Jubilee, and Rogue," Ray took control, "Me, Bobby, Shawn, and Louis can jump."

"Uh, I'm not complaining about having the women to myself," Aaron broke in, "but I can take more people."

"I'll go," said Shawn.

Allen picked up a slab of metal, examining it, "This will make a totally awesome 'board'."

With that he gave a little wave, hopped onto the metal and began 'boarding' down the roof. Aaron transformed into a gigantic, one-legged eagle and lowered his wings to let his passengers mount him. Ray, Bobby, and Louis watched him take off into the night sky.

"Allen!" Ray shouted over the edge, "Are you ready?!"

"Everything's chillin' on the thrill scale!" was the reply.

"I'll take that as a yes," Ray said to himself and jumped over the edge, followed by Louis and Bobby.


Max and Kyle raced down the hallway. They had escaped from Sabretooth, Hammerhead, and Zombie moments before and had just heard a distant explosion. Rounding a corner, they nearly ran into Ben, Evan, and Travis.

"What are you guys doing here?" Evan asked, stunned.

"Who cares," Kyle sputtered, out of breath, "There's no time."


Logan smelled burning fuel a moment before he heard the explosion. He immediately burst from the room back the way he came. The others might be trapped in the Cyborg room. His frustration took over soon after, as he couldn't find his way back to the room.


Cyborgs suddenly went flying in all directions. Bright flames had engulfed one side of the room. Cyclops turned to see a small iron ball rolling from the room.

"We have to get out of here," Cyclops ordered, "Follow me."

The X-Men ran from the burning room to a hallway that hopefully led to an exit.


Mosquito and Pyro were suddenly thrown through the wall, out into the moonlit air. Flames had burst from the inside of the building igniting everything in its path. Keeping hold on the unconscious Amara, Pyro felt himself being lifted by Mosquito's wings.

"Won't be able to hover up here," Mosquito warned, "Going to have to go lower."

A few feet from the ground Mosquito dropped Pyro into a pile of leaves and small twigs.

"I wonder what that was all about," Mosquito expressed his thoughts.

Pyro just stared, mesmerized by the burning building.


Xavier sat waiting inside the plane with Mr. Kamon and Bear. He knew his X-Men would arrive soon. He just hoped that they were all unharmed.