And to think, I actually thought Leonardo was smart.

That honor business is nice. So are his family values. But he's going head-to-head with a demon-possessed Wolverine. Heck, Wolverine's bad enough after a couple of bad poker hands. When he's not in control of his own body….

Actually, when he's not in control of his own body, he's not quite so bad. He's kind of used to being brainwashed. And when he's about to do something too un-Wolverine-like, his real self usually manages to surface. It might have something to do with his healing factor; it won't allow for a foreign entity to live within him for too long.

Watching Leonardo and Wolverine go at one another, my brain starts working overtime. I suppose I could be using this time to discreetly get the jump on Mister Sinister and pulverize the epitome of the stereotypical mad scientist. But since all of the strategic minds are otherwise occupied, my thoughts can't help racing.

Wolverine's pretty close with all of the other four X-Men that were here tonight. He and Rogue have been through a lot together, since he's one of the few people whom she can briefly touch without hurting too badly. And Nightcrawler's the only guy that Wolverine can ever seem to have a deep, philosophical conversation with, even touching on normally anti-Wolverine topics such as religion. So if this "Death" demon really had the intent to kill either of them… wouldn't the real Logan start stirring in his britches or something?

That depends on how deeply the demon's lodged into his subconscious, I realize. Clicking on my headset, I call to Don, "Donatello, is that lab in pieces yet?" I notice Sinister looking at me when I say Don's name. Crap, way to draw attention to yourself with the spider-stealth.

"I'm getting there," Don replies, a little testily. "I'm bandaging up Raphael first. I don't know what happened to him, but I'm glad I got a cute girl as my savior instead of some overgrown-"

"Don, now's not the time to develop a crush," I tell him in a quieter but more insistent tone as Sinister rises to his feet. "Any kind of hologram or shadow projector needs to be destroyed, now. If there are any refrigerators or any other place that might contain genetic samples, clear them-" My spider-sense goes off and I dive away. When did Sinister learn to shoot energy blasts? I don't remember ever hearing about those.

"What's this, Spider-Man," he asks, approaching me at an infuriatingly casual pace. "You seem to have contact with one of my friends that was so rudely abducted from my-"

"Oh, shut up and fight, Sinister!" I yell at him. "For once, I'm really not in the mood for a battle of wits. Besides, you'd be terribly unarmed for that sort of fight."

"Ah, a horrible misquotation of Wilde," he smiles. "His supercilious humor is right up your alley." I shoot a web at him with one hand while I aim another at the ceiling, meaning to swing around him. He dodges my attack and gives me one of his own. It isn't until I feel one of the beams on the ceiling shudder and buck me to the ground that I realize just how over my head I'm in. I know nothing about Sinister's powers, and I doubt that anyone really does, given his notoriety for genetic experimentation.

I land in a crouch and send out two webshots towards Sinister's face. I don't even get to regain my footing before something comes at me and drives me back against the wall, embedding itself into the concrete and pinning my arms to my sides. As I struggle against it, I realize that it's one of the metal beams from the ceiling. Telekinesis? Magnetism? What on Earth am I up against?

He offers no explanation as he continues towards me. I realize now that Don's been yelling at me through the headset, trying to figure out what's going on. "In all actuality," Sinister tells me, getting way too close for my liking, "dissecting a superhuman may just make for some interesting research. Was it a genetic anomaly or a biochemical mishap that gave you your powers?"

"Wow," I grunt, still trying to pull myself loose. "I would have always thought that these personal questions would come after some wining and dining. You sure don't bother with social pleasantries, do you?"

"Well," I hear Don murmur in my ear, "whatever it is, it can't be that bad if you're still cracking jokes." You know how some people tell jokes when they're nervous? Yeah, I'm only fearing for my life right now. So how's that for "that bad," Donatello?

"My dear boy," Sinister tells me sarcastically, "I'm sure that you'll find your situation less laughable when you understand precisely what is about to befall your reptilian friend." I can almost hear the stunned silence coming from the headset as Donatello tries to listen in.

"Actually," I reply, the pieces suddenly falling together, "I think I've got a decent handle on it. Death could've killed everyone in the room because he's, y'know, Death. He didn't. If he had actually tried to destroy the X-Men, Wolverine wouldn't be quite so compliant anymore. He probably had an idea that Leo was in the vicinity, and was seeing how far he had to go before Leo came in to play the hero. So now Death's relying on Leo being pissed off enough to make a mistake, in the hopes of being able to elbow his way into what he thinks of as his rightful body."

I smirk grimly when I see the surprise in Sinister's eyes. "What," I ask. "Just because I'm a superhero, you think I don't have time to get a decent education?"

I've got to admit, I wasn't expecting the sudden punch in the face. My ear rings as the ear bud of the headset jams up. Even though Donatello couldn't do much for me anyway, I feel completely alone now that I know I can't hear him. "Impudent little whelp," Sinister growls as he turns away from me.

He's too far away for me to kick, so I force myself to turn my attention over to Leo and Wolverine. I try not to moan when I see that it's just as I had feared; Wolverine's claws had broken through one of Leonardo's swords. The turtle was now working mostly on dodging. Thankfully, a lot of his ninja training seems to have included defense as well as offense.

"Impressive," Wolverine admits, pausing for a moment. "Though this body seems to have a nearly-unlimited amount of stamina and regenerative abilities, your nimbleness and speed are enough to make it work up a sweat. I knew there was a reason I held out for you."

"I'm flattered," Leonardo bitterly remarks. I can see that he's not taking too kindly to the conversational tone of a demon who's just destroyed one of his blades and is reducing him to nothing more than a menagerie of quick evasions. "So then why go after Wolverine if you seem so enamored with me?"

"Would I really trust my brothers to bring you to a second-rate Halloween shop?" Wolverine laughs, still slashing with his claws. "And even when they finally did, you hardly allowed yourself to be put under the shadows' spells. Face it, Leonardo; we are both meant for much more than those that we lead into battle."

"If you were really a great leader," Leonardo tells him as he moves around him, "then you wouldn't feel the need to hide until all of your brothers were down. You'd know when you were needed, and you'd reveal yourself then."

"Isn't this a case of the pot calling the kettle black?"Wolverine growls, finally grabbing hold of Leonardo's arm and slamming him against the same wall that I'm pinned against. I can feel the vibrations from the collision against my back. "If I didn't know better, I'd say your unwillingness to show yourself during battle meant that you were almost hoping I'd get rid of your brothers for you."

Oh, that does it. Even from my awkward angle, I can see the rage flash through Leonardo's eyes. "If there's one quality you and I definitely don't share, it's our views on brotherhood. I would never abandon my brothers when they needed me." I see him close his eyes and just barely hear him murmur, "Logan, please forgive me."

With that, he thrusts his remaining blade through Wolverine's torso. I flinch. I don't flinch because I'm watching a teammate get impaled upon a sword. I'm flinching because I'm watching another teammate get strung along in a trap. Wolverine had clearly left himself wide open to the attack. The demon knew that it'd easily lose its current hold on Wolverine if it was injured… and can now go into Leonardo.

I struggle even harder against my restraints as I see the gray shadow rise from Wolverine. Leonardo pulls his sword back, looking not at all surprised. He knew. He knew that he'd be putting himself in danger of possession. Then why-?

I get it. "Sorry to disappoint you, buddy," I tell both the demon and Sinister, "but it's not going to take. You need to get Leo under your hypnosis to embed yourself into his brain permanently, and I've already got people dealing with your equipment. Shadows, DNA samples… consider it all history."

This seems to get under Sinister's skin, but it doesn't deter the demon any. Hey, look. I've apparently made a fool of myself, since the demon doesn't seem to be having any problems entering Leonardo. Then I remember: Leo did have a few minutes' worth of hypnosis back at the Halloween store before Nightcrawler could pull him out. Would that be enough for this demon? Was he somehow stronger than all of the others?

I find myself cringing again at the sound of high-pitched laughter coming from Leonardo's mouth. As he pushes Wolverine's limp body away, I renew my struggle against the metal beam. Maniacal cackling coming from a now-evil ninja turtle. Go ahead and picture it; see if your skin doesn't crawl.

"Incredible," Leonardo hisses. He looks at his hands, flexing his fingers as though marveling over the strength in them. "This strange creature is even more physically fit than the wolverine. I feel so… so very…." As though the thought just occurred to him, he picks Wolverine up by the collar of his shirt, lifting the X-Man with the metal-laced skeleton up over his head with just one hand. "The power is uncanny."

"Remark on that later," Sinister tells him. He takes a few steps back and gestures towards me. "Since Spider-Man is currently our only fully conscious adversary, perhaps it would be best to show him the full extent of your power, even before I provide the mutagenic enhancements."

Both Sinister and I are surprised when Leonardo hurls Wolverine's heavy body at Sinister. One of his claws grazes Sinister's arm before Wolverine's dead weight pins him onto the floor. "What?" Sinister cries out. "What is the meaning of this?"

"You are certainly one to talk about meanings, Mr. Sinister," Leonardo tells him. I can see a small smirk on his face that isn't at all like Leonardo, so I don't even entertain the thought that Leo's been pulling our legs. "I would love to know the meaning behind the way you spoke of the desires of the great Apocalypse, as though you have no interest in the master's wishes. This would almost make me think that you were a free agent working towards your own goals, Mr. Sinister, which would surely go against what you told me and my brothers. I am afraid that I cannot work under the employ of one as irreverent as you-"

"Are you betraying me, you gaseous little nitwit?" Sinister growls as he pushes Wolverine off of him.

"Gee," I murmur, "it looks like I've walked in on a rocky business transaction that has nothing to do with me whatsoever. I wouldn't want to get in the way of your spat, boys, so if someone could just loosen this hunk of metal standing between me and the exit, I'll gladly go along my way."

"Betrayal is what you know best," Leonardo tells Sinister, who's slowly making his way to his feet. "But as the spider tries my patience as well, I suppose it wouldn't take too much effort to rid the world of him. You, on the other hand, should stick around. Death would be too kind a fate for you, and so you can wait until I recruit new Horsemen in my brothers' place."

Sinister looks like he's about to lunge for Leo, but stops cold. Oh, I get the paralysis now. Leo's got Sinister in a "Death grip." Ha. The play on words kills me, so long as Death himself doesn't try to do it first. And judging by the way he's reasserting his grasp on his sword as he looks at me, I'm thinking that the play on words won't get the chance.

"Actually," Leonardo tells me, "I suppose I should give you some form of credit, since you're lucky enough to not be human. You have quite a few options. You can either tell me where this 'Donatello' that you were just speaking to is, and perhaps lead me back to the rest of the turtles so that I may build up my forces from them. Or you can use your intelligence that you spoke of to create a new shadow projector, as you claim that the one I have been making use of has been destroyed. Lastly, you can willingly choose to serve Apocalypse as one of his new Horsemen. I would even allow you to choose which you can be."

Feeling something with my spider-sense, I tense up. "Personally," I tell him, "if those are my only options, I'd much rather you put me out of my misery." I really, really, really don't like the sudden smile that breaks out over the turtle's face.

"I was hoping you'd say that," he whispers.

He runs for me, and I can't do anything but watch him come at me with his sword. I say a prayer in my head and think of MJ, just like I always do when I'm about two steps away from certain death. I notice that I say that prayer an awful lot.

Leonardo swings his sword, but it doesn't get its target. Colossus had re-entered the room and dove in front of me. The blade clashes ineffectually off of Colossus' metal armor, and I breathe a huge sigh of relief as I wonder why superheroes always cut it so darn close. "I guess the old Leonardo's got a distinct advantage to the evil one," I say, more to myself. "He's more observant."

I can hear Colossus heave a heavy sigh of his own as he grabs Leonardo by the shell. "I do hate being the one to have to do this," he tells him. With that, he picks the turtle up and tosses him across the room, apparently hoping to put some distance between us.

"Spidey!" I look to see Shadowcat besides me. She grabs hold of my shoulders and uses her phasing powers to pull me through my restraints. I thank her, but she hardly looks like she's listening. "Wolverine's down! Is he breathing?"

As she stoops down besides the bleeding and unconscious Wolverine, I explain, "Leo had to do it. I guess he thought that getting the demon out of Wolverine would solve everything, but he hadn't counted on it possessing him even without the use of the hypnotism."

She looks up at me, surprised. "What are you talking about? Leonardo was planning on getting possessed all along." Confused, I ask her what she's talking about. She looks back down at Wolverine, applying pressure to his sword wound. "Wow," she murmurs, "I guess Hank kept you out of the loop, huh? That's not like him at all."

As she says that, I remember Hank McCoy leading Leonardo away from the group, telling him that he needed him to do something dangerous. What did Hank hope to accomplish by getting Leo possessed? What could possibly come of-?

My ponderings are cut short by a sudden scream. It's even more spine-tingling than Raphael's. I look up. Apparently, Colossus and Leonardo had been fighting, but Leonardo suddenly pushed Colossus away as he fell to his knees, his hands pressing against his head. "What…?" Leo spits out, hardly seeming to have enough air to speak. "I don't understand. What's happening?"

Shadowcat pops up and grabs the still-paralyzed Sinister. "Can't let this guy get possessed," she says, reaching a hand out for me. "He's bad enough without any demons." Realizing what she's getting at, I grab her hand. She uses her powers to keep herself, Sinister, and me safe from the demon that's about to be forcibly ejected from Leonardo's body.

With an earth-shattering scream, the apparition that controlled Leo's body for such a short time shot out, seeming more like sludge than a shadow. I winced, hearing Leonardo's true voice in the outcry. Again, I know what Donatello meant when he talked about wanting to block out Raph's screaming. If I could find some way to get that anguished, heady noise erased from my memory, I'd do it in a heartbeat.

I squeeze my eyes shut. Hank did something. He did something to Leonardo that wouldn't be activated until this corrupt X-gene entered his system. Hank turned him into a ticking time bomb. I don't know whether I'd congratulate him or knock his block off the next time I see him.

Speaking of shoving, I suddenly find myself falling to the ground, with Shadowcat on top of me. When I look up, I see that Sinister has gotten over his paralysis and has bucked Shadowcat off of him. I feel another buzzing sensation in the back of my skull even as Shadowcat and I are suddenly flying backwards. I find myself once again slammed against a wall.

"Fools," he snarls. "Did you really consider yourselves safe just because four decrepit demons have been vanquished? Do the three of you believe that you have what it takes to battle against Mister Sinister?"

"Actually," I groan, trying to talk despite the sudden invisible pressure at my chest, "I didn't have time to think about the safety issue. I was more worried about my friends. And if you had any brains, you'd worry about my friends, too."

He hisses as he suddenly feels something pinch his arm. Looking down, Sinister seems shocked to see that he's just been shot by an injection that came from the open door. As he looks up, he gets another dose of medicine, along with another. Shadowcat and I slide to the floor as Beast and Leatherhead storm in bearing weapons that look like tranquilizer guns, shooting Sinister with shot after shot of… something. And whatever it is, it's not making Sinister too happy.

"Leonardo!" Leatherhead calls out, seeing his friend choking on the floor. I swear I see the crocodile's eyes change somehow, and he growls at Sinister. He would have dropped his gun and charged at the retreating mutant, but Beast held him back.

"Do not be alarmed," Beast tells him calmly, still shooting at Sinister with his free hand. "Leonardo will be all right momentarily. As for the great Mr. Sinister here, he will no longer be a bother to us."

"What have you done?" Sinister cries out. "You idiots, what on Earth have you-?" Look who's calling who an idiot. He's the one who doesn't know the mutant cure when he's been injected with massive doses of it. And considering his advanced age and the amount of the serum he's been shot with, I'd say that we're going to have a pretty disgusting decomposing skeleton on our hands pretty soon.

Sinister screams and runs, headed out towards the door that Wolverine had entered through. Leatherhead looks down at Beast, asking "Should we give chase?" Beast merely shakes his head.

"I'd be tempted to pump the rest of the medication into that scoundrel," Beast answers. "Remember, we need some for your friends. Check on Leonardo while I get the rest of these vials unloaded." As Leatherhead does as he's told, Beast walks over to us, fiddling with his gun. "I hope your injuries are not severe. I notice that there are quite a few missing. Someone tell me I'm merely overanxious."

"Hank!" Shadowcat throws herself at Beast, sobbing into his fur. He looks alarmed by the blood on her hands, but gently pats her back. "Hank, we need to get them to a hospital. There has to be some place nearby that… that…."

"Calm down, Kitty," Beast tells her soothingly. "Get who to the hospital?"

"Kurt, Rogue, and Logan," Shadowcat answers.

"And Raphael and Michelangelo," I throw in.

Beast doesn't seem too happy about the number of wounded we have. And if Shadowcat's suggesting a hospital rather than just rushing them back to the X-Mansion, he could figure that it's pretty severe. The three of us hear a harsh groan behind Beast, and we all turn to see a battered Wolverine leaning against Colossus as he hobbles over towards us.

"Damn," he mutters thickly. "What'd the hell I miss?"

Shadowcat cries out Logan's name in relief. She's about to hurl herself at him, but sees that he's still aching over his bloodied torso. Spitting out a wad of blood, Wolverine grumbles, "I swear, I get one more sword run through me, I'm gonna give it all up and be a farmer in Wyoming."

"You mean, you remember it?" I ask. He nods and says sure, that demons love when their hosts can still see out of their own eyes even though they can't do anything about their actions. They get a perverse kick out of it. Seeing as how Wolverine's had a whole lot more experience than me, I don't doubt him.

"Kitty," I say after a moment, "take Hank to wherever you stashed Don and Raph. It looks like Raph could use some medical attention, and I want you guys to make sure that everything in that lab is history."

"I have brought explosions with just that task in mind," Beast tells me. "As it was once said, 'In times of tribulation, it-' Oh dear!" He was cut off when Shadowcat abruptly grabbed his hand and pulled him into the wall. I guess she's had to hear his quotations a lot more than I have.

Leatherhead walks towards us, carrying Leonardo in his arms. I expect the turtle to follow the trend and be unconscious, but he's still wakeful. "Hey," he says waveringly when he sees me. "Did it work? Are the demons… are they gone?"

That's when I realize that, by all accounts, he should be unconscious. He was just too stubborn to let himself fade away before knowing for certain that the bad guys were good and dead. "Yeah," I tell him quietly, putting a hand on his head. "They're gone. Go ahead and go to sleep, little buddy. When you wake up, your brothers are going to be right next to you. I promise."

When he closes his eyes with a smile, I'm amazed by the child-like peace that spreads across his face.