The hardest part for Erik had been the suddenness of it all. When you talk to people who survive something like the Holocaust, there was no dreadful build up. Nazi's appeared and then jewish families began disappearing. It was that simple. It was that quick.

He was pried from his family and left in a camp.

Every so often a shot could be heard somewhere in the distance. In the vast forest. Prisoners would be plucked at random and shot in the woods like a dog.

The young and the healthy were forced to work, immediately. The old, the too young, the weak... They were stripped naked and fed to the chambers. They were lied to and told it was a shower and packed in like sardines. The working camp got to watch. And it was the working camp who cleaned up and moved the thousands of dead bodies.

He can still remember being overwhelmed with the scent of death. Not the rot or even the scent of sickness. Death itself, had a smell. And that's what internment camps smelled like. Death. The Death of hope.

Watching your grandparents be dragged to certain death.

Watching the life fade out of your family's eyes.

Wondering, even after all these years, why you had the be the sole survivor of your family? The one mutant.

Erik had made a lot of mistakes, but he refused to sit idly by while mutants were shoved into internment camps across the world. Even if it made him the mortal enemy of his one true friend. That ate him alive he most. That by sticking up for what he believed in he'd always stand opposite of his dearest friend. It festered and boiled inside of him for an eternity. A lifetime of not seeing anything from the other's perspective.


Xavier groaned. He had been snatched suddenly from the institute. From what he knew as reality. Then, for him, time stopped. He seemed to just be coming to. Everything was dark. He was covered in something cold and dreadful. 'What is this...' He thought, exhausted from the effort it took to use his mind. 'What happened...'

'I've got you, Charles.' His blood froze.

'Onslaught.' The name left a bitter taste in his mouth. He had been taken and left at the mercy of a monster. A monster he'd created, somehow.

'I thought we should spend some time together, what do you think?'

'Because of you, the Mutant Registration Act was passed. Do you know what you've done...' Xavier was surrounded by laughter.

'Because of me? You mean, because of you. Because if you had faced some of your demons I wouldn't even be here.' Silence. Onslaught smirked even though he was floating in an astral plane. 'That's right, nothing to say. Perhaps... Perhaps I should show you something else...'


'1...2...3...4... Keep counting, Rahne.' Xavier gasped. 'What, how?' She shivered involuntarily, laying on her side in canine form. All of her bones hurt. She was freezing cold and it hurt to move. The doctors had examined her extensively then injected her with some solution. After that they left and didn't return. Rahne tried to keep her wits about her but it was becoming hard. 'So sleepy...' She thought, her eyes feeling heavy.

'I don't want to die. Not like this...' Xavier's stomach sank. 'I'm not ready. I didn't even say anything before I left, I just...' She thought of Roberto's face. What was he going to do if she never made it back to the institute? Rahne didn't want to find out. A new found resolve, she forced herself on her paws, growling with the effort it took.

'This is what happens, Charles. What happens when you employ child soldiers to field your dream.' Onslaught boomed. 'No matter what happens, they're still children.' Xavier watched helplessly as she collapsed with a bark, shivering.

"No..." He uttered, his eyes welling. "Rahne..."

"Don't cry for her now!" Onslaught cried. "Save your tears for yourself, Xavier. This is your life until I fully absorb you, and then your consciousness will be mine!" Xavier pushed his mouth in a line and watched Rahne's heartbreaking last moments.

'I'm sorry everyone...' She thought. 'I tried to be strong. I did...'

"Stop this." Xavier called out but he didn't respond.

"Maybe you will better enjoy the future!" He jeered as the landscape changed.


The future is decimated. We can only assume because of what Onslaught does when the X-Men eventually lose to him, descending the world into chaos.

A figure in white armor stands in the flames and anarchy, sneering. Logan stands with a little girl with flaming red hair. She's almost a doppleganger for a young Jean Grey. He knows she is much stronger than she looks. She's crying, and so is he.

At their knees lay a bloodied Rogue, dead at the hands of the mutant Xavier didn't recognize. She was older, probably a teacher at this point. It seemed she and Logan had been the last stand. The last stand against something.

"NO," Logan roared, his voice hoarse. The figure only laughed.

"Now... To take your hope away..." He began, cracking his knuckles. Snarling, Logan unsheathed his claws and showed the bone weapons.

'Stop this!' Xavier called out, horrified by what he was seeing. 'This can't be the future. I won't believe it!'

'Oh... Believe it, Charles. This is the world you leave behind... After you sacrifice yourself to me.'

'Never, Onslaught.'

'You already have. Your precious little X-Men have no hopes of saving you now. You might as well surrender. I'll only keep torturing you.' He ignored Onslaught's voice.

'You're wrong.' He thought. 'You have to be...'


X-Jet Hanger, Thursday Mar. 14th 9:31 pm


"How... How is the professor the traitor... He..." Bishop shook his head in utter disbelief. He would've suspected anybody before the beloved founder of the Xavier institute. "I completely misinterpreted those messages." Emma shrugged, eyeing the plane wearily from beside Ororo.

"It wasn't the most descriptive message." She reminded him. He frowned.

"Let me come and help try to save him! My time travel gear... It's fried. I can't help that Professor Xavier..." His face hardened suddenly. "Let me try and help this one." Ororo smiled tensely.

"Bishop, I know that you want to help..." She thought about the magnetic pulse that had killed thousands of innocent people. "The kids might need you more here. With Jean on our side, we're certain to get Charles back." He nodded reluctantly.

"I'll look after 'em, 'Ro." He grabbed her arm and looked at her, his eyes softening. "Get back here in one piece, okay?" She nodded, her eyes determined.

"As always." He sent a pinched glare towards Erik as he stood near the jet. "Him, he's going?" He shook his head. "Everyone's said it, Onslaught doesn't look like him for no reason" He had since gone back to his old red and purple uniform, and the resemblance was uncanny. He pointed a finger as Ororo frowned. Logan kicked himself off the wall behind them, listening but not actively participating in the conversation.

"Maybe he should give us some answers." He said darkly, his eyes black. Kitty approached him hesitantly. She still loved the older mutant but she perceived the change in his demeanor since his extensive injury. It was slight, and she knew to avoid him when he took on those animalistic qualities.

"M-Mr. L-Logan..." She stammered. He grimaced.

"Not now, Half-Pint." He growled. "Go see if you can help Shades with anything." He said, his voice leaving no room for argument. Reluctantly, she obeyed as he stalked towards Erik. "Oh Lensherr..." Erik frowned.

"I'm not in the mood to fraternize with neanderthals, Logan..." He shot his bone claws out.

"You got one shot to tell us what your involvement with Onslaught was." His face remained blank. Ororo turned and approached the men despite Emma's protests.

"Logan..." Erik smiled, almost daring him to try to cut him. He didn't know just how tempted the other man was.

"Logan." Rogue choked out, placing a hand on his back and pushing. "C'mon. Don't." She breathed, staring between them. Erik said nothing, the smug mutant knowing better than to use Rogue to push the Wolverine's buttons. He watched the old mutant for a long moment, seeing if he would dare. "C'mon." She repeated.

"Still sweet on him?" Logan bit out before he could think better of it. He stepped back, his gaze dropping.

"I'm not gonna let you tear him apart when the professor needs us." She answered, staring into to dark eyes. Erik sniffed and moved around them both to the X-Jet. Rogue watched Logan for a long moment until he seemed to return to himself.

"Thank you..." He grumbled, now embarrassed at his previous lethal rage. "I needed that." Rogue swallowed the lump in her throat.

"Of course." She grabbed his wrist as he went to pass her, her eyes suddenly watery. "Logan," It was hard for him to look at her. She had turned from a little girl to a woman, and mostly while he had been on the road. He hated himself for not being there when she needed him. When she grew up. The kids had had enough of their childhoods stolen. He wanted to savor every second he had left with her, and Kitty and the other kids. Nothing was promised, and without his healing factor he could feel himself aging.

"What is it?" He looked at her as team members filed into the plane.

"If I... You have to..." He was already shaking his head.

"No," He growled, his hair standing on end. "I won't." She knew he meant it.

"Logan..."

He flashed her a dangerous smile. "Don't lose control." He warned her, his shoulders slumping. 'I can't lose anything else...' He forced a cocky smile. "I don't personally train losers, anyhow." She blinked back her tears.

"You are the loser."

"You guys ready?" Scott called from the steps of the jet. They both nodded, exchanging a look before boarding. Rogue floated near Scott just as Kitty fell into the arms of Piotr. Even Amara sidled beside Bobby, submitting to his arm around her shoulder. Nobody wanted to leave things left unsaid.

The jet rocked unsteadily. "Land the jet." Erik ordered, his eyes wide. "That was an electromagnetic pulse." Everyone exchanged looks.

"I don't need to be told twice." Ororo commented, beginning the landing process immediately. Emma examined the densely wooded Manhattan area they were near.

"Something tells me he'll be coming to us..." She theorized as the jet rocked again. This time more violent.

"Bobby! Kitty!" Scott ordered. They both nodded, nothing more needed to be said. Piotr grabbed them both and Kitty phased Bobby through the top of the jet, icing a ramp to cushion the fall of the jet.

"H-Hang on!" He screamed as the jet collided, screeching as it slid down. The jet finally came to a halt, everyone breathing raggedly.

"Anyone else sick?" Logan called, rubbing his head in annoyance.

"We should use the X-Van more..." Amara commented, trying to fix her frizzy brown hair. Scott smiled slightly.

"Great job, guys." The two had no more than looked at each other before the metal of the jet began to groan. In an instant, the jet's ceiling was torn open.

"Tiny insects." A voice boomed. Dread spilled over the whole jet.

'Jean?'

'Nate's almost safe, Rogue. I know it's a lot to ask...' Rogue shut her eyes, praying silently. 'Can you hold him off for a little while? I'll be there as soon as I can.'

'You got it.'

'If you can break or crack his armor... Then I will do the rest.'

"Rogue?" Scott looked down at her worriedly. "Where'd you go?"

"Jean? She is coming?" Piotr asked, edging anxiously in front of Kitty as they waited for Onslaught to appear. Rogue clutched her fists.

"She is. But she ain' here yet." Rogue swallowed. "So we gotta hold him off, break his armor if we can." She relayed, the massive figure materializing in front of them.

"How funny you think you could do such a thing..."

"X-MEN, move!" Scott ordered.

Kurt grabbed Bobby and Magma and teleported, Kitty on Piotr's shoulders as they rushed out.

"SKIES," Ororo screamed, her eyes turning white. "GRANT ME THE POWERS OF THE GODS, LIGHTNING STRIKE!" She screamed as the sky covered in clouds. Onslaught only snickered. Knowing it was futile, Emma began to search for any sign that Charles remained.

'Charles? Charles, please hang on...'

'E-Emma...? No, Emma you must go!' He responded weakly. 'This is a death wish!'

'We would never, professor. We're going to get you back. Reject him.' Onslaught winced slightly as Xavier seemed to fight back.

'What is this?' He thought, confused the telepath was still alive. 'You dare try to defy the creation of your own ruin?' He laughed at the X-Men's feeble attempts. "I do not see you," He boomed. "I don't not feel you, tiny ants."

With a cry, Scott ripped his visor off and shot a full optic blast at Onslaught, everyone watching breathlessly to see if it would hold. Rogue and Erik exchanged glances and she focused on his memories. Not the memories of her and Joseph, but the smell of burnt hair and death in the internment camp. Tears streaming down her face, they took the opportunity to hit Onslaught with the biggest electromagnetic pulse they could muster.

Onslaught groaned, actually being propelled back from the combined effort of both attacks.

"They..." Kitty began, watching in disbelief.

"THUNDARA!" Ororo shouted, charging up the most powerful thunder strike she could. "STRIKE!" The lightning crashed onto Onslaught rendering him immobile. Scott removed the back of his arm from his eyes and shot again, despite the fatigue coming from abusing his powers.

"BOBBY! AMARA!" He cried. They slid near Onslaught on an ice ramp. Amara leapt off and changed forms, shooting lava at the towering monstrosity. Bobby followed, trying as hard as he could to encase the monster in ice. He was too large, but he managed to encase one foot. The X-Men collectively fell back. "Where's professor Xavier?!" Scott demanded, his hand hovering on his visor.

Onslaught trembled. 'Could this really be...' Rogue thought, kicking herself for getting hopeful. "Your... Professor?" He appeared suddenly to Kitty and Amara's screams, unconscious and covered in a black sludge. Kitty tore from Piotr's side to the fallen telepath, trying to examine his vitals as she cried. Onslaught snickered, the ice disappearing off of his foot. The scorch marks from Scott's beams and Ororo's thunder faded as they slowly realized what was happening. "Don't tell me that's all you had?" Kitty covered her mouth in horror.

Ororo reached for the sky again but nothing happened. She had exhausted her strength in one strike, and it had done nothing. "Oh gods..." She breathed beside Emma. Grudgingly, she ascended to her diamond form. "Emma-"

"You certainly can't expect me to just watch?" Ororo began screaming. "It's not as if I can manipulate his mind-"

"Then find some other way." She demanded angrily. "I won't want watch you rush off and die for nothing. I won't!" Emma sighed, tired of feeling useless.

"It feels like we've all rushed to our deaths coming here." She said cryptically. "Give me the dignity to choose the order-"

"They need you!" Ororo snapped. "Pull it together."

Scott stared as Onslaught healed himself. With a yell, he ripped his visor off again. Erik began summoning his powers, his fists shaking. 'I don't know how many magnetic pulses I have left in me...' He wondered to himself.

"It's pointless. Give it up." Onslaught demanded. Scott shook his head, screaming as he unloaded as must power as he could muster. It was like the Juggernaut all over again. Rogue shook her head.

"Piotr," She said as she smirked. "If something happens..." He watched as the green appeared in her hand. He shook his head.

"Rogue, you can't." His pleas caught Logan's ears, who was enraged he couldn't help the fight more. When he saw Rogue his face fell.

"No,"

"Look after Kurt for me." Without another word she flew forward. So fast, nobody could see. Scott squinted his tired eyes through his visor, trying to see what was going on.

"W-Wha...?" Onslaught stammered. Logan smirked. 'Quicksilver's powers...' He thought, using his acute senses to track where she was. Everyone watched as Onslaught's red and purple armor lit up suddenly, the sword leaving trails of light all over. "You insolent-" A magnetic pulse stopped him from attacking the girl who leapt back, panting. The sword had scored his armor but it wasn't broken. "You will pay for-"

She disappeared suddenly. Onslaught looked around. 'This makes no sense. The only way to travel that fast would be on the a-'

Rogue reemerged suddenly with a roar above Onslaught, slamming the sword down with super human strength. Onslaught cried out in pain, staggering. His armor rang out like a bell but it still did not break. Rogue raised the Soul Sword again, but Onslaught smacked her away like the giant he was. Everyone felt the wind be knocked out of them simultaneously as she sprawled into the ground, struggling to get up.

Scott ripped his visor off and unloaded into Onslaught, keeping him from descending upon Rogue. Erik's eyes glowed yellow as he stripped the ore and metal from the natural rocks around them, forming tiny bullets that slammed into him. Ororo sent gale force winds at the mutant, anything to slow him down.

'That looked like it hurt. I'm sorry, it's time to wake up.' Emma urged telepathically. Rogue coughed blood and groaned, sputtering awake.

'You have no idea. Thanks.'

'Be careful.' Emma urged. 'Good job out there.'

Rogue wasn't sure if Emma had ever said another nice thing to her. 'I'm gonna die, aren't I?'

'I can still hear you.' She snapped. 'And if you said that because I'm being nice, well... There's probably a 50/50 chance.' Rogue wiped the blood off of her lip and sat up, graciously accepting Kurt and Kitty's outstretched hands.

With a scream, she raced forward again, her sword out stretched.

"If your powers are projectile in anyway, attack with Rogue!" Scott ordered, laying into Onslaught again with a blast. Shrieking, Ororo sent a strike of lightning. Bobby and Amara shot streams of their power at him. 'We can do it...' He thought desperately.

Rogue brought her sword down on Onslaught's shoulder, her teeth clenched. "Die," She seethed, staring into the darkness of his helmet. 'This has to work, it has to!'

His armor sang out. Finally, a line cracked through it. 'I did it...' Rogue thought in shock. 'Push harder!'

"The armor!" Logan screamed.

"She did it..." Ororo breathed, her hands clasped together tightly. Even Emma looked hopefully as she faced off against the giant. Everyone watched in awe as the cracks spread through. Snarling, Onslaught grabbed the blistering sword with his massive hand, a shattering sound heard. Piotr began screaming suddenly. 'No... The sword-' He thought in horror. His reaction made Kitty's stomach drop ten stories.

Piotr let out a string of Russian cussing as he watched Rogue earnestly.

Rogue screamed out, writhing as Onslaught gripped her with his other hand. Chuckling as though she were a child, he squeezed. He brought her closer to his helmet. Everyone shouted in unison as she wrenched, her bone claws emerging and slashing towards the behemoth's helmet. She pulled with all her might but she was stuck in an iron vice, her breath escaping pitifully from her lungs. "No," She grit out through clenched teeth. She glared at Onslaught as he squeezed. She began to whistle as the air rushed from her lungs.

"How delightful..." He boomed. Her skin turned to iron but it was to little too late, it wasn't any harder for him to squeeze. Her skin became normal and she yelled, feeling ribs shatter under the pressure.

"STRIPES,"

"No!" Kurt shouted through his hands. "Hang on!"

"K-Kitty... If... If he breaks that sword..." He shook his head and dread washed over his features. "S-She'd be closer to us dead. There are mutants that can communicate with the dead. Reach the dead." Kitty watched him tremble. She had never seen him shake before. "But none can save her soul if it breaks. It will be as if it never existed." The Soul Sword. The realization hit Kitty like a ton of bricks. Rogue was battling Onslaught with her soul. The color drained from her face as they watched Onslaught gleefully start to shatter it.

"You would die... Die for this man who has treated you, all of you as an after thought to Jean? It's foolish." Tears streamed down Rogue's face as he applied even more pressure.

"STOP IT," Scott unleashed an optic blast but it was as if Onslaught didn't feel it. "NO."

"I will erase you from history. Not even they will remember your name when I am done with this world."

Silently, Kitty moved forward to try to phase Rogue out of his grasp. Piotr tackled her to the ground, tears streaming down his face. "I forbid you, Katya. I forbid it!" He cried. Kurt teleported away silently to both their screams.

He reappeared close, but the unseen telekinetic powers repelled him instantly. He fell in a heap on the ground.

Rogue pulled and writhed against the giant's grip but it was no use. She cried out breathlessly, refusing to weep as she stared into the darkness of Onslaught. 'I did it...' She thought, feeling like her lungs would collapse. 'I fractured the armor...' Her vision began to fade. 'Nothing else matters. I-I'm sorry...' She began to go slack.

"ROGUE," Scott screamed, blasting helplessly into Onslaught's back. "STOP!"

"Focus! This mission isn't over, Rogue! Hang on!" He screamed, attempting to scale the giant to drive his claws into Onslaught himself. The towering mutant only smiled.

"I'm gonna enjoy snapping your pathetic soul out of existence." He began, gesturing towards the sword. Everyone could hear the sword straining under his grip, Rogue screaming in agony, blood flying out of her mouth. She gasped. 'T-This is it...'

"ROGUE!" Scott shouted. The sky lit up even though it was night time. In a flash of fire that lit the horizon, Jean appeared in a suit of white.

"Onslaught." She boomed, her hand outstretched. Without another movement he was repelled, leaving Rogue where she was. Gently, Jean lowered her to the ground.

"J-Jean..." Scott stammered. "You're here." She nodded, smiling.

"I'm sorry for making you wait." She held her hand towards Rogue and covered her in an orange light. "Thank you for hanging in there. I just need you to do one more thing..."

"Phoenix! Not even you will defeat me, not unless you go Dark Phoenix. You know it, I know it." She frowned at him.

"Phoenix never has to do anything. You have me confused with someone else." She turned back to Rogue. "Use Illyana's powers, I'll guide you." Rogue stared at Jean in awe. She could breath again, suddenly she was fine. 'Her powers... S-She's so strong...' She nodded in determination. She held her hands out and stretched, a portal slowly forming.

'Now we're going to think of somewhere so far away, Rogue. Feel it...' She turned back to Onslaught.

"I won't defeat you when the X-Men already cracked your armor?" She smirked. "You're already beaten."

"Lies!" Onslaught hissed. "A chink in my armor is nothing compared to what I'll do to you!" He screamed, pushing a blanket of darkness towards Jean. But she pushed back with her fire and light. She winced, it took effort. More effort than anything had ever cost her since becoming the Phoenix. But that didn't bother her.

"I thought I lost something when I ascended to Phoenix Of The White Crown." She said nonchalantly, holding her hand out. "Ambition. Thanks for reminding me." In a flick of her wrist the armor scattered to Onslaught's terrified screams. "But it's time to go, Onslaught." He groaned as Jean dragged his essence towards the portal.

Charles watched in awe. He hadn't seen Jean since she left. It tugged at the depths of his heart. "J-Jean... But how..." It was the most beautiful thing he'd ever seen. Rogue struggled with the portal, tears streaming down her face.

"Jean... Hurry..." She gasped. "I can't..." She nodded.

"I know. Because it's open so far away." She screamed as she pushed all of what created Onslaught through the portal, despite his struggling.

"PHOENIX-"

She turned quickly to Scott. "Blast me, Scott. Just incase I don't make it back." She said with a smile.

"W-What? No," She cupped his face.

"It's the only way. Now be a good sport." Numb, he shot Jean with a blast and she followed after Onslaught, disappearing into nothing.

Everyone held their breath, waiting to see how long she could hold the portal. Both Scott and Logan tore to Rogue's side, babbling frantically.

"Hang on, just hold it a little longer!" Logan gushed, eyeing the portal wearily. 'If it closes...' He couldn't stand not to see her again. Rogue sailed to her knees, determined to allow Jean enough time. Even if it killed her. 'C'mon...' She told herself. 'Toughen up!' She grit her teeth and struggled to maintain the portal, sweat trailing down her brow.

"You got this." Scott urged. "You're amazing. You're doing an amazing job." If she wasn't so tired Rogue would've smiled.

"E-Everyone!" Kitty cried out. "Look!" A light shown out from the portal. Then flames. "She's-"

Jean emerged, awashed with flames and grinning triumphantly. Both Scott and Logan sat back in relief. Rogue let the portal collapse and fell forward, panting.

"There..." She breathed, her body trembling. "J-Jean..."

Everyone looked around. There was no trace of Onslaught in the darkness. As far as they could tell he was gone. And he shouldn't be able to come back.

Scott smiled warmly. "You did it, Jean. We owe this to you, everything to you..." Her back was to them and she hovered, illuminating the sky.

"This place..." She began, her voice a bit different. "It was never his to destroy." She answered cryptically, her back still turned. Scott pondered what she said, the smile sliding off his face. "Now," She turned, her eyes white. "I will do with it as I please." Scott exhaled in grief.

"N-No..." Rogue stood slowly from her knees. Her suit faded from an optimistic white to a malevolent red.

"The real threat has arrived. Dark Phoenix rises."

The stress of battling Onslaught in the astral plane had only brought them this threat.

"Please, god... No." Xavier sighed.

It was just as his visions foretold.