Sam, Roberto, Rahne, and Emma continued to stare at Illyana's body.

"I shouldn't have left her," Sam said at last.

Emma went over to Rahne and pulled her to her feet.

"What happened?" she demanded

"It-it was a monster," Rahne said, struggling to speak through her sobs. "It killed her."

Emma scowled and looked at the body again. "My superior is not going to be pleased."

"What won't he be pleased about?" a familiar voice asked in a Russian accent.

Everyone spun around to see Illyana standing behind them, completely unharmed.

"You're alive?" Roberto asked in shock. Illyana scrunched her face in confusion, and Sam gestured at the corpse in front of them.

"Huh," Illyana said as she finally saw what all the commotion was about.

"That's all you've got to say?" Sam asked. "I'd be a little more freaked out if I came across my own corpse."

Illyana knelt down to examine the body.

"Perhaps you can explain this?" Emma asked.

"Who saw this first?" Illyana asked, touching one of the body's frozen hands.

"I did," Rahne said. She was still trembling, but calmer now that she knew Illyana wasn't dead. "There was a monster standing over the body. It flew away when I screamed. I thought …"

Illyana frowned and squeezed one of the corpse's fingers, breaking off the frozen appendage.

"So that's it."

Illyana rose and turned to Emma with an angry expression while still holding the frozen finger.

"Where is Danielle Moonstar?"

Dani had barely made it to the door when Illyana appeared in front of her.

"Illyana," Dani said through heavy breaths. "I was hoping I'd find you."

Illyana glared at her. "It's been you all along."

"What?"

"I that it was Dr. Frost, but she couldn't have hurt Rahne like that. But it all makes sense if all you're doing is pulling people's fears and bringing them to life."

Dani grabbed Illyana's arm. "I don't know what you're saying, but we've got to get out of here."

Illyana shrugged her hand off and stepped back. "No. I've got to get out of here. You and I can't be in the same place."

"Please!" Dani begged. "We've got to protect everyone!"

"That's what I'm doing!" Illyana snapped. "By staying the hell away from you."

She turned around, and her fists shook with rage. "You're the one who attacked Roberto and hurt Rahne."

She looked at the frozen finger in her hand, which was beginning to disappear. "Now you've even hurt Lockheed."

"I saw something!" Dani yelled. "When Dr. Frost was testing me, I saw something … I don't think she wanted me to see."

Illyana turned back as Dani continued: "There were kids like us, being forced to do things."

Emma appeared at the end of the hall, walking quickly and angrily at them as Sam, Roberto, and Rahne followed her.

Seeing them approach, Illyana lunged at Dani. She grabbed the other girl and pushed her back and through a stepping disk.

Emma reached out to try to grab them, but the disk of light disappeared right before her hand passed through it.

"Where'd they go?" Rahne asked. "Where'd she take Dani?"

Emma snarled in frustration and stormed off.

"Re-engage all locks."

Dani landed hard on her back. She rolled onto her stomach and pushed herself to her feet.

Her mouth dropped as she saw her surroundings. She was standing on top of a cliff made entirely of black rock and soil. Thousands of feet below the cliff ran a large river of lava.

As she looked out over the horizon, Dani saw that that land was crisscrossed with more lava rivers and dotted with large, jagged mountains, several of which were volcanoes in the middle of large eruptions. Tornadoes of fire swept across the landscape.

"I know you're scared, but don't go running off. The only safe place here is with me."

Dani turned to see Illyana, now sitting calmly on a rotted black tree stump.

"What … is this place?"

"This is where I grew up," Illyana answered.

Dani gulped and looked around the hellscape again.

"Why did you bring me here?"

"Because here we can talk without Emma Frost listening in and without your power running amok. Now, tell me what you saw."

Dani was too frightened to answer, instead asking: "What are you?"

"Do you really want to know?"

Illyana sighed as Dani stood there silently. "If you want to get out of here then just tell me what I want to know."

Dani looked down. "I think the place I saw was where we go when Dr. Frost says we can leave. I think she wants to use us for something."

"As weapons," Illyana said.

Dani had to sit down. "They're building an army … of mutant children."

"About time someone else realized it."

Dani looked up at her. "That's why you –"

"Did you see where they are?"

"No. I only saw the inside."

Illyana looked away in thought.

"So, you don't know enough to be any use to me, but you know just enough to be a threat to Dr. Frost."

"We've got to go back!" Dani exclaimed. "The others don't know what she is!"

Illyana grew angry again. "Weren't you listening? You and I can't be in the same place."

She stood up and glared at Dani. "Emma Frost can't get in my head. But you can. And if you bring out any more horrors from my past, everyone is going to die."

Emma 's brow was furrowed as she went over the security footage from the latest incident. She was focused on the footage of Sam and Illyana's attempt to run away from the pack of monsters. What she really wanted to see what happened after Sam had run off and Illyana faced the beasts herself.

But when the footage reached the part where Illyana began to move towards her pursuers, a white light filled the screen, becoming so bright that no figures, human or otherwise, could be made out.

Emma rewound the footage and slowed it down, but it did not help. But even in slow motion, the light prevented her from making out just what Illyana did when facing the demons.

She sat back and turned to the screen which showed Sam, Roberto, and Rahne standing in the rec room.

"That does it," Roberto declared. "I say we find that force-field generator, smash it to bits, and get out of here."

"What about Dani?" Rahne protested. "We can't just abandon her."

"And what if it really is Dani that's been causing all this?" Sam asked. "What are we supposed to do about that?"

"It's not her fault," Rahne insisted. "Even if it was her power, she didn't know what was happening."

A disk of light appeared over the couch, interrupting the conversation. They watched as Dani fell almost from the ceiling and landed on the couch with a bounce.

Rahne immediately embraced Dani in a big hug.

"Where'd you go?" Sam asked.

Dani looked at him from over Rahne's shoulder and shook at the memory of where she had just been. "I don't know," she whispered.

"Couldn't have been worse than here," Sam said.

"Oh yes it could," Dani responded, "a whole lot worse."

"Where's Illyana?" Roberto asked.

Dani let go of Rahne and shook her head sadly.

"She's not coming back. We're gonna have to deal with Dr. Frost on our own."

Sam and Roberto looked at each other with grave expressions.

"Deal with?" Sam asked hesitatingly.

"We're not here to get better," she said gravely. "She's been using us all along."

Rahne slowly led them through the halls of the facility.

"I can't believe this," Roberto said. "I've been wanting out for a while, but she talked my parents into sending me here."

"You sure you know where you're going?" Sam asked Rahne.

"Yes." Rahne was hunched over and had an animalistic look in her eyes. "I can smell her."

The intercom turned on, and they heard Emma's voice echo through the hall.

"Today, I'd like to talk about gratitude. You children have been very ungrateful for all I've done for you."

Dani raised her head to look at the nearest camera. "What were you using us for?!" she yelled.

"All I wanted was to give you a purpose, a reason to live. And this is the thanks I get?"

"Since I am talking about gratitude, allow me to express my gratitude to you, Danielle."

"Me?" Dani asked.

"You drove Illyana away for good. That will make things so much easier. Having someone around whose mind is closed to me was such an inconvenience."

"Is she saying she's like Xavier?" Roberto asked.

"Go back to your rooms. Now that I know Danielle's power, we can work on controlling it so that nothing like this happens again. If you insist on this course of action, you will never be able to rejoin society."

"Like I've got any chance with you!" Dani snapped.

"Very well. Have your tantrum, children. But do not blame me for the consequences of your actions."

Rahne stopped by what appeared to be the door to a closet and sniffed the air several times.

"She's in there."

Roberto stepped forwards and grabbed the door handle. The others stepped back ais hand glowed orange, heating up the handle until it broke off, breaking the lock as well.

He pushed the door open, and the teens saw the control room for the first time.

Emma was largely hidden behind her chair. She pressed a button to switch off all the monitors before turning around in her chair to face them.

"It didn't have to be this way," she said, holding her hands together in front of her face ominously.

The kids entered the control room, and Dani said: "You're going to answer our questions."

Emma chuckled. "No. I don't think I will."

They began to take another step forward. Rahne was beginning to change, Roberto to glow, and Sam to shake.

Suddenly they stopped. Sam's and Roberto's powers turned off and Rahne was frozen halfway between her lupine and human forms.

All of them could not move. Their arms were frozen in mid-air, their mouths hanging open. Only their eyes could still move at all, twitching in fright.

Emma breathed a satisfied sigh and stood up. She walked in front of each of them. "Now, go back to your rooms and think about what you've done. Come tomorrow, you will all wish you had just listened to me."

"And what will you wish come tomorrow, Emma?" a male voice with a strong accent asked.

Emma's eyes widened in fright and she slowly turned around.

Behind her, hidden in shadow, stood a giant of a man. His glowing red eyes were the only facial feature visible in the darkness.

"Essex," Emma breathed.

"I'm disappointed in you Emma. You told me you had everything under control. Not only have you failed to keep control of five teenagers, but you let a prime candidate go with knowledge of our activities."

The red eyes narrowed. "This failure will have consequences."

Emma spun and glared at Dani with an expression of pure rage. Dani screamed and collapsed to the floor as the dark figure disappeared.

Emma took a deep breath to calm herself. "Now you've brought out my fears, haven't you, girl?"

Dani lay on the floor, bleeding profusely from her nostrils. Her face was contorted in agony.

"Why must children always be so willful?" Emma asked rhetorically. 'If you would just let me help you, none of this would be necessary."

She spared a glance at the other three, who were still frozen, before bending down and leaning over Dani. "I didn't want to do this. It is my last resort."

Dani attempted to lift her head up, but Emma put her hand on her forehead and held her down.

Danis's eyes twitched and she moaned as Emma began to use her power on her.

"Shhhhhh. Soon you'll understand. You'll know that I'm here to help you. And you'll all be good little soldiers."

As Dani lost consciousness Emma became aware of someone standing behind her. "Another phantom?"

"No," Illyana said. She extended her hand and Emma went flying out of the control room and crashing into the wall at a high speed.

Emma slumped against the wall and groaned in pain.

"So I was right," she said as she observed Illyana standing with her hand outstretched. "You do have a secondary mutation."

"You still think that?" Illyana asked as she stepped out of the control room. "I thought you'd have figured it out by now."

She gestured at the door, which was ripped from its hinges and dragged into the air by an invisible force. The door followed her hand motions and flew at Emma, crushing her against the wall.

"This isn't power that comes from some genetic mutation or something you're born with," Illyana said in a dramatic tone as she closed her fist. "This is the kind of power that comes from sacrificing … everything."

Emma's elbow burst through the door, surprising Illyana, who lowered her hand in response.

Emma threw the door off of her, displaying a newfound strength. She stood up, her body now made entirely out of shining white diamond.

She charged forward and smacked Illyana across the face, knocking her back into the control room and onto the floor.

Illyana spat out blood as Emma grabbed her by the throat and lifted her into the air.

"So … that's a … secondary mutation," Illyana said, barely able to speak as Emma began to choke her.

"It's too bad," Emma said. "I knew I'd have to remove you sooner or later, but I had wanted to learn all your secrets first."

Illyana grinned despite having her neck crushed by a diamond hand.

"I think … I just learned … one of your secrets."

Emma turned her head to see Roberto just behind and to the side of her, his face a mask of rage.

Roberto raised his fist and activated his power, causing his arm to burst into flame as he struck. Emma was knocked back from the impact, dropping Illyana, and fell onto the control room's monitors, breaking them.

She had no time to recover as Sam attacked next, blasting into her and taking both of them through the back wall and into the next room.

Roberto held out his hand to Illyana.

"You ok?"

Illyana looked relieved as she took Roberto's hand and let him pull her to her feet.

She massaged her neck as she spoke.

"It looks like she can't use her telepathy while she's in this diamond form."

"Got it," Roberto said, nodding as he followed after Sam.

"Dani?" Rahne asked, cradling her unconscious companion in her arms. 'Come on, wake up, please!"

Illyana grimaced in frustration. "I was too late." She bent down and put Dani's arm over her shoulder.

"What are you doing?" Rahne asked.

"Frost did this to Dani," Illyana explained as she stood up holding Dani over her shoulder. "She might be the only one who can fix what she did."

Sam and Roberto were fighting Emma in a large room none of them had seen before. The walls were lined with large, high-tech machinery.

Despite the blows she had received, Emma's diamond form was still unhurt.

Sam attempted blast into her again, but this time she saw him coming and dodged the attack. Sam smashed into one of the large machines, causing it to break into a thousand pieces.

Outside, the force-field shimmered for a moment. The sky turned dark as something in the forest roared.

Roberto threw another fiery punch, but she caught his fist in her palm, the heat not affecting her in her diamond form.

"Do you really think children who fear their own power are a match for me?" she taunted before throwing Roberto to the ground.

Rahne leapt on Emma from behind, transforming slowly into her wolf form as she attempted to claw Emma's eyes out. As she reached the halfway form she had previously been frozen in, her claws became hard enough and sharp enough to tear several small gashes in Emma's cheek.

Emma screamed, in shock more than in pain, and threw Rahne off of her. She held her hand to her wounded cheek and looked with horror at the small shards of diamond on her fingers.

"You … brats!"

Roberto summoned his power in both arms and grabbed Emma by her arms. He used his own enhanced strength to throw her into a second machine which was against the wall, breaking it as well.

The lights in the large room went out as Illyana handed Dani's unconscious form back to Rahne and approached Emma, who was struggling to disentangle herself from the remains of the machine.

BOOM

There was a loud thud that shook the ground and nearly knocked them over.

"What was that?" Sam asked.

BOOM

Illyana took a deep, nervous breath and looked down at Emma.

"That was the machine that kept the force field up, wasn't it?"

Emma nodded, and Illyana closed her eyes.

"Shit."

BOOM

The third thud was louder than the previous two, and the shaking it caused knocked Sam into Roberto.

The teens and Emma all stared at each other in dread for a brief moment that seemed to last forever,

There was a great crash as four enormous white claws, each larger than a full-grown man, tore through the wall behind Emma like tissue paper.

The clawed paw withdrew from the wall, and they saw through the large hole that the sky had turned dark as night and it had begun to snow.

With a mighty roar, the creature which had stalked the facility the whole time revealed itself, shoving its massive head through the hole it had created in the wall.

It was a bear, but unlike anything any of them had ever seen. Only its head had come through the hole, but even that was several times larger than the rooms they had stayed in during their time at the facility. Its largest teeth were longer and thicker than their heads.

The deep red glow of the bear's eyes left a glowing trail through the air as it moved and its brown fur moved in an unnatural, almost liquidlike manner, giving the beast a ghostly appearance.

The bear lashed out at the nearest person, which was Emma, still lying amidst the remains of the force field generator. It seized her in her giant mouth and began to shake her around.

Emma screamed, her diamond skin providing no protection as the bear chomped down on her again and again, until at last, in front of the teens, it swallowed her whole.