Thanks to:

TheDreamerLady – Gah, I never even thought about the, um, interesting thoughts Irene had about Raven which might get passed on! Sammy won't be alone for too long don't worry!

LadyEvils – You'll find out about Rogue's powers in this chapter! You're right, I haven't said that he's got his powers but then I haven't made up my mind if he has or not yet. I've gone in a bit of a weird direction with Lance, hope you like!

Spyder616 – I was pretty mean to Sam. But he's not the only one I'm tormenting…

Todd Fan – I did copy the Destiny stuff from the comic but missed out a lot of the diary stuff. And I'm going to start being nicer to Sam!

Minnalouche – Don't rule out lynch mobs yet – things have got to stabilise at some point. I wanted to use some mutants that I don't use very often or see in others works as well as some of the more popular ones. I'm pretty sure that Kitty is dead because I don't think she can use her phasing powers to escape illness and no matter what happened when she fell through the earth…ug!

Soulstress – Glad you're enjoying it! I'm going to start being nice to Sam. Well, slightly less mean anyway.

Southern Goth Gal – I knew the Prof was murdered! Sis how could you? Ha ha, you know my fave characters couldn't get killed off!

UncannyAsianGirl – Thanks for letting me know about the cut/paste error, I'll get on that at the same time as I post this! Most of the memory flashes will be incorporated into the fic at some point. Looks out for the man with the red eyes in this chapter! Hey, my whole knowledge of what direction Lance is heading in comes from an online map, but I've got him heading North-East from Illinois (I decided that was where Northbrook was because that's where Kitty is from in the comics). My way of thinking was if you're gonna die anyway, why not indulge in a little arson and senseless destruction? Maybe that's just the Pyro side of me coming out. Sam will cross paths with other would-be X-Men but it might take a while yet. A couple of the unmentioned New Recruits may pop up later on in the fic. And damn! You figured out my future plans for Jean! Can't wait for the 'Born to be Wild' vid.

FuryGrrl – Great to have you back! I know I already said it once but it bears repeating. I have read 'The Mist' but haven't thought of the story directly in a long time (I don't have the book although I think my mum does). What I do remember is King's description of the story in his notes at the end of the book where he says "My muse shat on my head" which isn't exactly what my muse does…one has to wonder! I couldn't find anything out about Toad's early years so I had to make most of it up. The supermodel pic on Evan's wall? Ronnie Lake is one of Mystique's alter-egos. I just had to have that in there somewhere! You guessed my main cast of characters right and in the next chapter a few of them are going to meet up. And I couldn't get rid of all the best specimens of Evo manhood! That would be just cruel to all of us. Jean's luck is going to change soon…but not this chapter. And I have been exceptionally mean to Sam but his luck's gonna change too. Mystique and Todd will be back in the next chapter. And thanks for all the praise!

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Closed Circuit Television or CCTV is a staple of most towns, most shops, anywhere that there may be trouble. When the general public sees CCTV footage, the cameras have usually caught a crime being committed and the police are appealing for help in their solution, for some one to recognise the people on the tapes. The public are used to seeing shops being robbed or people entering a bank and waving guns around, anything to gain money. The grainy black and white stop footage gradually gave way to the more high-tech versions, colour screens and higher resolutions. In shops and banks it is rare for anyone to watch the tape until after a crime has been committed, when the videos will be watched painstakingly for clues as to the participants. On the other hand, there are those whose job it is to continue watching surveillance tapes. These are the people who work on military bases, for large shopping malls or in towns, the well-known trouble spots under constant scrutiny. For the most part this task is dull and repetitive, the watcher seeing people having fun, hanging out, going about their business in a normal, law-abiding fashion. Occasionally there is an incident, a fight outside a bar, a random mugging. In this case those watching from the cameras call the police and follow the event through technology. Some see it as a gross invasion of privacy, others as a modern necessity, but before the flu hit the population they were just another part of life.

After the flu hit, there were few cameras left. With no one well enough to run the power, there was no electricity for the cameras to run on. No one was watching the streets for the first time in a long time. The rooms where the watchers sat, removed from the action, were empty.

There were a few CCTV cameras still running, in places with their own generators. The generators took over when the electricity went out for good and no one thought about the cameras, either too sick or too scared to care. Most of the cameras remained, pointing out over deserted towns and buildings, blind.

The surveillance of the Xavier Institute was considered important by the late Professor and the cameras blinked in corners, motion detectors trailing the sole occupant of the building as she walked around the mansion in a daze, walking into rooms and pausing, leaving without really entering. They watched as she wandered into the rec room, blankly flipping the TV on and searching through the channels of static. As she gave herself over to sobs, lying on the couch and wailing, hooking her hands in her hair and covering her face with her arms. The cameras watched mutely as she came to a decision, rubbing a hand over her face and slowly dragging herself up the stairs.

The cameras were the only witnesses as she toiled, stepping into a room that was not covered by surveillance and exiting empty handed, something floating behind her wrapped in a blanket, something tall and heavy. The object followed her down the stairs and settled on the floor. She did the same thing twice more, every time the objects floating behind her, wrapped up.

In the garden, the cameras kept their vigil as she began digging, pausing occasionally to wipe at her sweaty forehead or her streaming eyes. For the first time she was shown on the cameras as tired, dirty and unkempt but there was no one watching what the cameras could see. She spent several hours digging, unseen by human eyes, throwing dirt aside until she was stood almost waist deep in a hole.

She went back inside and tiredly watched as one of the sheet-wrapped objects rose into the air, then led it out to the hole. It levitated slowly into the hole and she repeated the affair twice more before bowing her head silently for a few moments. Were the cameras able to pick up sound they might have heard her speak, but it wasn't likely. They were too far away.

After a while the girl jerked her head up and reached once again for the shovel, beginning the long task of filling in the hole she'd dug, this time with three bodies to make up some of the room.

More live cameras watched a SHIELD facility a long way from the Institute. There were few people within its walls, the screens in the monitoring rooms showing only the occasional person walking the halls, two men with red-rimmed eyes working in a laboratory. The monitoring room had only one occupant, watching one screen with a slight smile on his face. The scene that had caught his attention showed a man with a shock of thick black hair pacing the rooms, looking occasionally at the camera and growling. The man hadn't seen anyone else for almost two days and was getting restless.

The watcher saw a flash of silver from the mans hands and suddenly the camera showed nothing but static. The watcher nodded silently to himself. For the most part those employed to watch the footage never interacted with the people they monitor but these were exceptional circumstances. It was time that the watcher and the watched had a little talk.

Further west, the Hydra building had lost its power and after a brief lag in surveillance the cameras had gone back on line after the generators kicked in. The scene there hadn't changed. The litter of bodies that had covered the floors following a break out had been removed but there were still traces of the carnage that had occurred, blood that had yet to be cleaned away and probably never would. In the monitoring room, two guards watched the silent corridors with sightless eyes, one of them having fallen forward onto the screens, the other sliding off his chair some two days previously and left where he lay. There were no signs of life within those walls.

Cameras in cities across America, which had captured atrocities unimaginable when the population had been healthy, had gone blind. In a country that relied on its surveillance technology to trace its citizens, the survivors of the flu were scattered, isolated, with little hope of finding each other.

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Lance had been walking for almost five hours, having abandoned his jeep that morning. There was no hope of him going anywhere, the highway totally grid locked, the traffic not having moved in over seven hours. A few minutes walk had told him why. Many of the vehicles had been abandoned and the ones that hadn't held only the dying and the dead. This was one jam that couldn't be solved by laying on the horn.

The sun had shone directly in his face all morning and now his eyes felt gritty and he had the start of a major headache. Bright sunshine always affected him in the same way. When he reached an off-ramp he decided to head into the town and see what he could find. As luck would have it, there was a pharmacist close to its limits, the window already shattered. There were several corpses inside and a few days ago Lance would have balked at the thought of going in – too much like a game of Resident Evil or similar – but he was becoming used to the sight of the dead. He didn't know if that was a good thing or not.

Aspirin seemed to be in short supply, as were cold remedies and bottled water. Lance had been trying to stick to the bottled stuff in case there was something in the taps that made people ill and it looked like he wasn't the only person who'd had the same idea. There were three litre bottles hidden under the counter and a further look around turned up a couple of packets of Ibuprofen. The seals on the water bottles were unbroken and although they were warm, they were still welcome. Forgetting about the bodies, Lance pulled the lid off a bottle and put two tablets in his mouth, taking a long swig of water to wash them down…

The noise in the shop caused him to spit water down his shirt. Instinctively, he ducked below the counter and tried to recall what he'd seen upon entry. Four bodies, one the pharmacist. The broken window had given him easy access and he wasn't a small man. Anyone could have followed him in while he was thinking about other things.

The noise hadn't been repeated, but that didn't make him feel any better. The area behind the counter was shaded, almost dark and against his will he found himself thinking back to the night he and Griff and Pete had spent playing Resident Evil when Pete got his new computer and discussing what they'd do if they were caught in the midst of an invasion. Suddenly the conversation didn't seem so funny.

The noise again. A quiet whimper, maybe a moan, definitely coming from with the shop. Lance did a quick inventory of the space beneath the counter; the water, a paperback book, an old newspaper, receipts, a cheap gas lighter, half a pack of cigarettes, an old chocolate bar wrapper, a can of deodorant –

Bingo!

Lance grabbed the lighter and the deodorant, pulled the cap off the can and cautiously stood up, one hand ready to spray the can, the other poised to snap the lighter on. If anything came after him they were going to get a faceful of flame.

Listening hard, he walked around the counter, trying to set his mind at ease. It might have been some small animal, one of the broken shelves squealing as the metal twisted, the door creaking as the minimal breeze caught it…

The sound had been too human to be any of those things. Lance crept further into the shop, trying to keep a wide space between himself and the bodies, which he had become half-convinced would at any moment stand up and try to eat his brains. The shop was permeated with a sickly-sweet smell of something gone bad and he had never been so aware of what was making that smell as he was at that moment. It was the smell of sickness and death, people forgotten and left to rot.

The noise came again and he froze, trying to pinpoint where it came from, his fingers itching to let loose his rudimentary weapon. Why hadn't he picked up a gun? It was stupid not to have got a gun from somewhere before he worked out if he was one of the few left alive and any other survivors were hostile.

His eyes rested on something he hadn't noticed before, an overturned pram in the corner of the shop. He couldn't be sure, but he thought that was from where the sound had originated. He made his way over, trying to shut up his mind.

What if there's a dead baby in there? There has to be, what else would the pram be doing here? Oh God, what if it was a rat I heard and it's under there? What if it's eating the body? I don't want to see anything like that…

Moving the pram would mean relinquishing his grip on either the lighter or the aerosol. He transferred the deodorant into his left hand and with his right, grabbed the handle of the pram and yanked it away before he could change his mind.

The baby had spilled to the floor when the pram had been overturned, protected from broken bones it seemed by the heavy layers of blankets it had been wrapped in. There was no rat and Lance let out a shaky breath. A dead baby was pretty bad but not the worst thing he had thought of…

The baby opened its eyes.

"GAAAH!" Lance took two steps backward, stumbled over the outspread arm of a nearby corpse and half-fell into some shelving in the middle of the shop. The baby let out the piteous moan that he had heard before and Lance tried to still his heartbeat. Somehow this child hadn't died of the flu but he had no way of telling how long it had been there. It had to be thirsty.

The thought made Lance stand up properly and go behind the counter to retrieve one of the water bottles hidden there. He had no idea if this stuff was suitable for babies or even if babies could drink water – weren't they supposed to live off milk or something? – but it seemed cruel not to let the kid have a drink. It couldn't die of being given water instead of milk surely, but it would die if he didn't do something.

He snatched up a bottle of water and went back over to the baby, sitting cross-legged beside it and trying to balance its head upwards so he could get water into its mouth. He'd never even seen a child so small before and had no idea what he was supposed to do with it. He didn't dare pick it up. What if he broke it?

Seemingly encouraged by the moisture, the baby let out a choking sob, its face screwed up into a mass of wrinkles. The kid stank realised Lance, and it had to be hungry. He had no way of knowing how long it had been in here.

But…I don't know how to feed it or any of that stuff! I don't even know how to pick it up!

But he couldn't just abandon it either.

Carefully, holding his breath the whole time, Lance gathered up enough courage to pick up the child. Then he righted the pram and placed it in there. This was a pharmacy. There should be formula and there would be instructions on the formula. If he started with the basics, maybe he could find out the rest as he went along.

I so do not need this right now.

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X23 sat in the joint of two study limbs high up in a tree, enjoying the fresh air against her face, the freedom of having nothing to do and no one to answer to. No hurry, no rules, no training. Just a teenage girl enjoying the moment.

Dr Risman had died the previous day. X23 had seen death up close and personal before but never from natural causes. She wondered if what had happened had been normal or if it was something to do with the disease the doctor had been trying to cure in the days before she went rogue and broke her greatest experiment out of Hydra. She'd taken Risman into the woods when she was too sick to drive any further. At the end she'd arched her back high, as if trying to touch her back with her head, then sank back down as she vomited blood. Her fingernails had scratched weakly on the floor and X23 could smell the death on her. Rather than leave the woman in pain, X23 had done the last thing that she could for the woman who had given her life and freedom and ended her suffering. She doubted that her actions had cut short life by more than half an hour.

Risman had talked none-stop until the sickness had rendered her unable to make sense. She had told X23 of her origins, the man known only as Weapon X she had been cloned from, the reasons behind twenty-two other failed attempts, the reason Hydra wanted her to succeed so badly. With some one like Weapon X in their corner they would have a soldier in their employ that was virtually unstoppable. The original Weapon X was hard to track down and the clone had the added advantage of being easier to control, having been trained since birth to listen to Hydra and tutored to follow their orders.

X23 couldn't bring herself to believe that had she remained in Hydra until she was considered able to go on a solo mission she would have accepted things as they were. She liked to think that she too would have acted as Risman had and broken free of Hydra control. But nothing was certain.

She had left Risman where she had died – she had no concept of burying the dead, it had never been considered a necessary fact that she needed to learn – and headed off into the woods, finding a place where she could turn over events in her mind. For the first time in her life there was no pressure. She was alone, true, but there was too much to wonder at to feel as isolated as she had in the complex. The trees and the sky looked startlingly colourful against the memory of the white featureless room where most of her solitary time had been spent. Being outside alone was a sensory overload. She felt giddy with the promise that the outdoors seemed to promise her.

She had no plans for the future aside from not being captured if Hydra had sent agents out after her. There was no direction for her to go in, no reason for her to move from the spot until she felt hungry or restless. For the first time she had unconditional freedom and she loved every minute of it.

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Remy pitied the people who had chosen to attempt to escape their homes by car. There were vehicles as far as the eye could see, packed bumper to bumper, the moveable possessions of the family tied to the roof and shoved into backseats. He had to wonder about the need to do such a thing. Why take the time to pack up mere possessions when they could just up and leave? He'd never attached much worth to material objects unless it was something he'd stolen and was bartering a price for either the object or his services as a thief. He had been able to jump onto his motorbike and leave, cash in his pocket and a couple of changes of clothes on the bike. Why bother to take the TV when life was at stake?

There was no room for a car to manoeuvre but that was no problem for Remy on his motorbike. He was able to weave in and out of the traffic, pulling off the roads altogether when the roads became too impassable. He was forced to keep the speed low and that annoyed him. The bike wasn't built for cruising, it was built for speed. He should be tearing down the highway. That was how he always imagined leaving New Orleans.

He was in Mississippi when he finally got tired of dodging the cars, mostly abandoned but a few with bodies, their faces caked in blood from the final extremities of the disease that took their lives. Flies feasted on a few of these and Remy always kept his face averted. He wasn't squeamish but there was a lack of dignity that made him feel simultaneously disgusted and sad.

He passed a sign, desperately in need of a paint job.

Caldecott County

Speed Limit 30mph

Welcome!

The whole town was as eerily quiet as everywhere else he'd been through that day and he decided this backwater place had about as much life as he'd seen on the highway. Still, he needed a few supplies and it was doubtful this place had been as ransacked as New Orleans had been. He was tired of stopping for cold tins of food and had no desire to find a place to stay indoors. He doubted that there were many buildings free from corpses and had no urge to check just because he needed to sleep a while. His plan was to find some kind of sporting goods shop and grab a camping stove and a sleeping bag, the weather was warm enough to stay outdoors and at least he could eat something warm. Then he could be out of here and on his way –

Where?

He didn't know.

There was no real plan in action. He had hoped that the severe cases of the flu were combined to the South and if he headed far enough North then he might find other survivors, maybe whole towns that had gotten a cure when New Orleans had not. He would settle down there and forget the whole nightmare had ever happened. But to forget he had to get away.

He stopped the bike at a crossroads and tried to work out what direction Caldecott County's shops were in. He would get what he needed, maybe find a place to crash for a few hours and be on his way again soon. It would be as if he were never there.

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The door slid open and Logan turned quickly, noting Trask coming into the room. There was something about Trask he didn't like at all. The man seemed way too pleased with what was going on with this disease. It was as if he were glad that people were dying and all of a sudden he was part of something important.

"Logan." Trask kept his voice pleasant as he closed the door behind him. "How are you feeling today?"

"I want out."

"I see." Trask had been expecting this for a while, ever since he realised what kind of man – or rather mutant – he was dealing with. "We still need you to help us with…"

"I've helped. I've had it here bub. I'm going."

"Of course. You're not a prisoner here after all." The truth was that Trask knew if it came down to it, Logan wouldn't hesitate to go through him to get to the door.

Logan walked past Trask and put a hand on the door. "I want some information."

Damn! "What is it you want to know?"

"Did you ever find a cure for the flu?"

"We're still working on it. That's why we could do with your co-operation."

"I haven't been able to get a TV channel for two days."

"There are a lot of networks off the air at the moment. This flu, it's affected a lot of people and if we don't find a cure soon…"

Logan paused, trying to reconcile his will to help with his distrust of Trask. "So why haven't you isolated what's causing the virus yet?"

"It has some characteristics in common with the AIDS virus, attacks the immune system, but on top of that it also carries its own illness. It shifts its biological construction so that when we have the solution to one strain, it resurfaces as another."

Logan growled. His heightened senses were able to detect nothing that he usually associated with lying but that didn't mean that there wasn't something being kept from him. If he asked the right questions he might get further but he couldn't think what the right questions might be.

"I'm gone," he said, pulling the door open. "Got to make sure some old friends are alright. I might be back." It was supposed to be a concession to SHIELD, letting them know that he still wanted to help out, but it sounded more like a threat.

Trask made no offer to show him out and Logan didn't wait for help. Instead he relied on his memory and his heightened senses to guise him through the building until he got to the main door. There was an electronic lock on the door and rather than wait for some one to come along and show him the combination, he popped his claws and trashed the lock. A few sparks later, the door swung easily open.

Outside, Logan wondered where his motorcycle was. It should be in a garage somewhere on the facility but whereabouts was anyone's guess. He sniffed the air experimentally, planning to find the place where there was the most fuel stored and presumably where the vehicles were kept. Instead there was something else in the air. A rank scent, sickly-sweet…and familiar. It was the scent of decomposing bodies. For him to be smelling it from here meant that either there were a lot of corpses left in the SHIELD headquarters without being taken to the morgue or else there were people in the nearest residential area who had been. Neither idea was palatable.

It occurred to Logan just how weird it was that he had been able to walk out of the SHIELD headquarters without running into a single soldier. Not one person had been in the corridors; there was no one outside to challenge him. This was a top-secret Government facility so where was security?

Something is seriously wrong…

Making up his mind, Logan decided to find his bike and get the hell out of there. He had known the situation was serious but ever since Fury had gone AWOL there had been no information forthcoming. He had never imagined that things could go this far. There was no one around and he could smell death. He was gripped with the need to find his friends.

As long as he could remember, Logan had been a loner, happier in his own company, not wanting the hassle or the responsibility of caring about people. The one thing that they had in common was that they all let you down in the end. Yet in spite of this he had met people that overlooked his aggressive behaviour and surly demeanour and believed they saw something better in him. One of them had been Nick Fury, currently missing and no doubt sealed away somewhere deep within the SHIELD facility. There were others in Canada, still others in Japan. But they were people who always had others around them, people able to take care of themselves.

A long time ago he had encountered Professor Charles Xavier. The man honestly believed that there was good in every person and that given time, the public would grow to accept those amongst them who were different. Logan had his doubts but he had to give the Professor grudging admiration. There were few people as dedicated as the Professor and rarely to a mission of peace. Xavier was the most powerful telepath on the face of the planet and refused to use that power to bend others to his way of thinking no matter how righteous his cause. He really believed in his dream. Logan sometimes thought of the Professor as a hopeless dreamer, sometimes as a well-meaning optimist. When Xavier had told Logan he was planning to have students begin to live in the building, his initial reaction had been doubt. He had two students in mind, Jean Grey who he'd been working with for years although she always stayed at home and the Professor went to her, and a boy named Scott Summers, an orphan who had been fostered to a man who seemingly wanted the boy to use his powers for crime. With Storm already at the Institute Logan saw no need for the three of them to be in charge of two kids and excused himself from the project, citing the need for time alone. The Professor had been maddeningly understanding, telling him to return whenever he liked.

Logan was concerned about what was happening in Bayville. If the Professor had taken in more students, they might be ill. Maybe even Storm was ill. Logan never considered that the Professor could be ill – the man was just too damn serene for something as mundane as germs to bring him down – but he would need help. Plus the Institution had the ear of many influential scientists and maybe they could succeed using his healing factor where SHIELD had failed. And all of that was mere justification. He had a desperate urge to get to Bayville and make sure everything was OK.

Mind made up, Logan went of in search of his bike.

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Rogue sat up in bed, the last vestiges of her dream remaining in her head. She had buried Irene herself, carrying the woman into the garden and digging the grave. The act had exhausted her and just when she had expected to spend many nights awake she fell into a sleep. Deep but not dreamless.

She rubbed her eyes and gazed into the early evening gloom. She still couldn't get used to the fact that she could see in spite of the fact that she had always been able to. It was as if she had taken in Irene's spirit and now she felt as one with the dead woman. It had to be something to do with their relationship and the fact that she had been at the woman's side at her death. Rogue had never believed in that kind of stuff but could think of no other explanation for the phenomena. She refused to entertain for a moment that she and her adoptive mother could be mutants, which was what her mind was trying to tell her.

Her dream came back to her. She had seen a man on a motorcycle heading into Caldecott County. She knew he was important but she had no idea how. He paused at the crossroads and then headed toward Main Street, looking for a shop. She didn't know how she knew this stuff, the same as she couldn't explain the urgency that gripped her. She felt like she had to go and see for herself that this man existed. She even knew where she'd find him. The sporting goods shop.

This is ridiculous. You're hysterical.

She lay back in her bed, determined not to give credence to what she had dreamed. It was too much; the whole country going down with some unexplained disease and her mother dying…she was on edge. It was understandable but she had to get on top of this irrational urge to prove her dreams were real.

For almost two minutes she fought the urge, then gave up, dragging on the clothes she had discarded the previous evening and going outside. There was only one way to prove to herself that she was imagining things. Go out there and see there was no man in the sporting goods shop. Especially not one with unruly dark hair and red-on-black eyes. The whole thing was out of some good girls dream of what a bad boy should look like. There was no one like that left in the world. No one left alive except for her.

She wondered what she had done to deserve being left alone in the world.