In the back yard of the Senate building, Gambit lies flat on his back, stunned from the previous hit. Essex walks to Gambit, his hands glowing with red energy, and he stands before him.

ESSEX: "Now then, where were we?"

SCOTT: "Stop!"

Essex turns around, his back turned to Gambit, and Essex looks ahead in shock.

ESSEX: "You?!?"

A beam of red energy suddenly hits Essex's chest and slams him backwards a few dozen feet, sending him flying over Gambit. The beam shoves Essex against a tree in the distance and the beam ends, sending Essex falling to the floor. Essex lands on the ground, dazed. Gambit finally sits up and he looks at Scott and Alex, standing several feet before him. Alex and Scott are now wearing their own black leather X-Men uniforms. Scott is now wearing a thin black visor over his eyes with a horizontal red slit over his eyes to let him see out of it. Scott stands before Gambit and holds out his hand. Gambit smiles and takes his hand. Scott pulls Gambit up to his feet.

GAMBIT: "Cyclops, I presume."

SCOTT: "I am. And you are?"

GAMBIT: "The name's Gambit. Nice of you to join the party."

Scott nods and Gambit looks in realization.

GAMBIT: "Rogue! We need to help her!"

SCOTT: "Don't worry about Rogue. She's about to get the help she needs."

In the office building's board room, Xavier, Jean and Moira stand in the open doorway. Moira looks at Rogue and Carol in shock.

MOIRA: "Oh, God, Charles. Are they...?"

JEAN: "No. I can barely sense Carol, but she's alive. But Rogue... I have to help her."

XAVIER: "Be careful, Jean. This is a big risk you're taking."

Jean walks over to Rogue and crouches beside her.

JEAN: "I have to do this, Professor. She needs my help."

Jean sets her gloved hands on the sides of Rogue's head and she lowers her own head. Jean shuts her eyes and pauses for a moment, concentrating.

MOIRA: "What is she doing, Charles?"

XAVIER: "She's restoring Rogue back to her normal self. She's undoing the corruption and damage that Essex and Apocalypse have done to her mind."

Jean tenses, her eyes shutting tighter. Jean starts to twitch and MOANS. Moira steps forward, but Xavier gently grabs her arm and stops her.

XAVIER: "Don't. If you try and break their mental contact, it could make things worse. Let her finish helping Rogue."

Jean holds onto Rogue for several seconds and twitches for a moment. Jean finally releases Rogue, dazed herself, and both women fall to the floor. Jean turns aside, rubbing her head, while Rogue lies next to Carol. ROGUE MOANS as she starts to awaken. Xavier and Moira approach Jean and stop before her. Jean looks up at them and nods.

JEAN: "She's back, Professor."

Jean turns to Rogue, as Rogue holds the side of her head and flinches.

ROGUE: (grunts) "My head..."

Rogue opens her eyes and pushes herself up, getting to all fours. Rogue looks down and notices Carol lying before her.

ROGUE: "Miss Danvers?"

Rogue looks at her bare hands and then at Carol.

ROGUE: (whispers) "Oh, no. No, no..."

Rogue looks at herself, noticing her own clothes, and feeling frantically for anything in the pockets. Rogue pulls out her gloves from her pants pocket and puts them on. Rogue shakes Carol's shoulder and eyes her in concern.

ROGUE: "Miss Danvers?" (beat) "Miss Danvers? Come on. Wake up."

Rogue stops and nothing happens. Carol lies on the floor and she shakes her shoulder. Rogue eyes her nervously, tears running down her face.

ROGUE: "Please. Wake up. Tell me you're okay."

Xavier, Moira and Jean look at Rogue in concern, as she stares at Carol sadly. Rogue gently shakes Carol's shoulder with her gloved hand again and nothing happens.

ROGUE: (sobbing) "Please..."

Rogue lowers her head and shuts her eyes tight, wrapping her arms around her chest.

ROGUE: (whispers) "Please say I didn't kill you."

Xavier and Jean exchange sad looks and then they turn to Rogue. Jean walks over to Rogue and sets her gloved hand on her shoulder.

JEAN: (softly) "Rogue?"

Rogue turns and looks at Jean, shocked.

ROGUE SCREAMS and she scrambles back against the wall. Jean steps back and holds up her hands.

JEAN: "It's okay. It's okay, Rogue. I'm not going to hurt you. I'm the one who helped you."

Rogue pauses a moment, out of breath as she stares at Jean wide eyed.

ROGUE: (panting) "You helped me?"

XAVIER: "It's true."

Rogue turns her head, finally noticing Moira and Xavier. Xavier wheels forward and stops before Rogue.

ROGUE: "Professor? But... but how is she alive?"

XAVIER: "I'll explain that later. What I can say for sure is that Jean has undone the mental control that Apocalypse placed over your mind. You're back now."

Rogue stares at Xavier a moment and then she looks at Jean. Rogue shuts her eyes and lowers her head as she starts CRYING.

ROGUE: (whispers) "What have I done?"

XAVIER: "It wasn't you, Rogue. You were under mind control. There's nothing you could've done to stop yourself."

Rogue looks up at Xavier, Jean and Moira.

ROGUE: "What's happened?"

XAVIER: "The other X-Men are right outside, Rogue, and they need our help. They need YOUR help. Please, help us stop Apocalypse before he causes any more damage."

Rogue looks at Xavier a moment and then down at her gloved hands. Rogue leans back against the wall, trembling.

ROGUE: "I..."

XAVIER: "I know. But you'll be all right." (beat) "Trust me."

Rogue stares at her hands a minute and then looks up at Xavier.

In the back yard of the Senate building, Warren tries to shake Beast off of him, but his grip is too strong.

BEAST: "Warren, please! Don't fight me!"

Warren sneers and his wings unfurl, knocking Beast off of him. Beast hits the ground and Warren turns around. Warren fires two metal feather-shaped blades out of his wings and at Beast, but he leaps aside and the blades stab into the grass instead. Beast lands on the ground near some bushes and he turns around, noticing Storm fighting with Mystique.

Storm kicks at Mystique, but she blocks it and punches Storm across the jaw. Storm staggers back and Mystique kicks her again, hitting her on her gut. Storm is knocked down and she hits the ground. Beast leaps forward and tackles Mystique, sending both falling to the ground. Storm sits up and notices Beast.

BEAST: "Forgive my intrusion, madam, but I simply cannot allow you to hurt my friend."

MYSTIQUE: "What about her?"

Beast and Storm turn around and see Sage standing behind Storm, with the ice frozen over her now broken off. Chunks of broken ice lie on the grass behind Sage, as she kicks Storm on her face. Storm is knocked down to the ground and Sage sneers at Beast. As Beast stands up, he stops moving and GRUNTS as he holds his head in pain.

SAGE: "I heard you have quite a high IQ, Dr. McCoy. Such a shame I have to reduce such an impressive scientific intellect to that of a blithering imbecile."

Storm's eyes go white and she sneers at Sage. Sage turns to Storm, just as she shoves her hands forward. Storm's palms collide onto Sage's gut and they shoot a lightning bolt into her body. Sage is shoved backwards and she hits the ground, stunned. Sage twitches, stunned from the shock, and Beast shakes his head. Storm gets up and goes to Beast, as Mystique gets to her feet. Storm looks up at Mystique and then looks she smiles.

MYSTIQUE: "What are you smiling at?"

KITTY: "Me."

Mystique turns around and sees Kitty behind her. Kitty punches Mystique across the jaw and she staggers back. Mystique regains her footing and sneers at Kitty. Mystique punches at her, but her foot passes through Kitty like a ghost. Mystique kicks at Kitty again, but she dodges it and punches Mystique across the jaw. Mystique hits the ground and Kitty grins.

KITTY: "I think I'm getting the hang of this."

STORM: "Look out!!"

Autumn stands behind Kitty and she grabs her face. Kitty tenses, as Autumn's energy flows into her.

AUTUMN: "You can't phase through my hands once I have hold you, Kitty. I'm taking you out!"

Kitty grabs at Autumn's wrists, trying to pull her off. Kitty falls to her knees, tensing. KITTY GRUNTS in pain as Autumn's famine touch intensifies. Storm steps forward, but stops as two hands grab Autumn's wrists from behind. The hands turn to metal and their grip tightens, cracking Autumn's wrists and forcing her to let Kitty go. AUTUMN GRUNTS as Colossus looms behind her and pulls her back by her arms.

COLOSSUS: "It would be wise for you to leave Katya alone... now!"

Colossus turns and throws Autumn aside, making her hit a tree. Autumn falls and hits the ground, dazed. Colossus reverts to his normal form of Piotr and he crouches beside Kitty. KITTY MOANS and Piotr picks Kitty up, holding her in his arms.

BEAST: "Colossus, get her somewhere safe! We'll handle this!"

Piotr nods and hurries off with Kitty, running away from the back yard. Nearby, Mystique helps Sage up to her feet and they look around. Down the other end of the back yard, Scott is fighting Essex. Scott shoots an optic blast at Essex, but he dodges it. Mystique turns from her left to her right and notices Warren hovering in the air. He is firing blades from his wings down at Alex, but he dodges Warren's attacks and the blades hit the grassy ground instead.

MYSTIQUE: "How did Cyclops and Alex get here?"

SAGE: "We'll talk about that later. Right now, we have other things to be concerned about."

MYSTIQUE: "What about Death? We should get her back."

SAGE: "Wait a minute. If the Summers brothers are here, where is she?"

Storm helps Beast up to his feet, as they turn to Mystique and Sage.

STORM: "She who?"

Mystique and Sage turn around and suddenly stiffen. Both women are levitated up off the ground and they are suddenly pushed back, sent flying to the Senate building in the distance. The two hit the wall and fall, unconscious. Beast and Storm turn around and look on in shock. Jean stands nearby, with Xavier, Moira and Rogue gathered around her. Lorna stands next to Rogue, as Beast and Storm stare at them wide-eyed.

LORNA: "Hey. Look who I found."

STORM: (whispers) "Jean?"

Jean lowers her hands and smiles at Storm and Beast.

JEAN: "Hello, Ororo. Hello, Hank. It's good to see you both."

Beast and Storm stare at Jean for a moment, stunned.

BEAST: "Hmm. Although your codename was at one point Phoenix, I trust you'll understand why your sudden resurrection is still such a surprise to me, Jean."

Jean smiles, as Rogue looks ahead in concern.

ROGUE: "Oh, no! Warren!"

XAVIER: "We'll take care of him, Rogue. I suggest you help Logan with Omega Red. I'll get you help shortly."

Rogue looks at her gloved hands and then she turns to Xavier. Rogue nods at him sadly and then she runs off to the Senate building. As Rogue runs off, Lorna and Jean turn to Warren. Jean holds up her hand and Warren suddenly pauses, unable to move as he hovers in the air.

JEAN: "Forgive me, Warren."

Jean shuts her eyes a moment and Warren stiffens, rendered unconscious by her telepathy. Jean opens her eyes and pulls him to her with her telekinesis. Jean tenses and staggers back, but Lorna grabs her arm and keeps her up.

XAVIER: "Easy, Jean. Slow down."

Warren hovers down and lies on his back on the floor, his wings retracted. Jean staggers back and Moira and Lorna hold onto her to keep her standing.

STORM: "Is she okay?"

XAVIER: "She's only been alive for a few hours, Storm. She's in good health, but her body is worn out and she's getting used to moving again."

JEAN: "I'll be fine. I'll just help Angel and then I can rest."

XAVIER: "Be careful, Jean."

Alex walks over and stands next to Storm and Beast. Jean puts her hands on the sides of Warren's head and closes her eyes, concentrating.

STORM: "Alex, are you okay?"

ALEX: "Yeah, I'm fine."

BEAST: "Where are Remy and Bobby?"

Alex turns and looks over at the office building, with Gambit seated on the front porch next to the entry stairs. Bobby lies unconscious on the bench to Gambit's right, with Gambit keeping watch.

ALEX: "He's keeping an eye on Bobby until he wakes up. What about Logan? Where did he go?"

In the Senate building, the doorway to a large, wide, empty basement is knocked off its hinges as Logan is thrown backwards into the room. He is sent flying back a few dozen feet and GRUNTS as he hits the wall. Logan collapses to the ground and Omega Red steps into the room. Logan gets up and pops his claws back out of his knuckles with a SNIKT.

OMEGA RED: "You have gotten slow since our last encounter, Wolverine. It seems a shame that our rematch came so late when you got so weak."

LOGAN: "Why don't you step closer and see just how weak I am, punk?"

OMEGA RED: "Delighted to oblige."

Omega Red lashes his left coil at Logan and he dodges it, then Omega Red flicks his right coil low at Logan's ankles. Logan leaps over the coil and GROWLS as he leaps at Omega Red. Logan quickly jabs his right fist forward and impaling his claws into Omega Red's gut. Omega Red sneers and his coils retreat back in length. Omega Red backhands Logan and knocks him back. Omega Red uppercuts Logan under his chin and he knocks him back several steps. Logan regains his balance, as Omega Red lashes his coil at Logan's chest. The coil tears through Logan's X-uniform and his skin, drawing blood. Logan flinches, but lunges forward and slashes his claws at Omega Red's face. He leans his head aside, barely missing Logan's claws, and jabs Logan in the gut, stabbing his gut with the tip of his coil.

Logan flinches as Omega Red's coil extends up in length and pushes Logan into the air. Logan is shoved against the ceiling back-first and he GRUNTS as he cracks it upon impact. The coil then pulls back from the ceiling and snaps to the side, bucking Logan off of the tip and across the room. Logan collides onto the back wall of the room and hits the ground, flinching. Blood flows down Logan's stab wound and stains his X-suit, before the wound seals closed by itself. Omega Red lashes his left coil at Logan, but he leaps aside and dodges it. Omega Red flicks his right coil at Logan and it snaps down onto Logan's left shoulder. Logan flinches, but the long cut made from the hit heals and seals itself closed.

Omega Red lashes his right coil ahead again, as Logan charges at him. Logan blocks Omega Red's coil with his left fist's claws and he slashes his right fist's claws across the left side of Omega Red's face, raising three bloody cuts on his cheek. Omega Red flinches as he staggers back and Logan slashes his claws at Omega Red again. Omega Red kicks his foot ahead and it hits Logan's chest, pushing him back before Logan's claws can reach him. The cuts on Omega Red's face heal and fade away on their own, as he grins at Logan. Logan slashes his claws at Omega Red again and again, but Omega Red dodges them and his left coil swats in front of Logan, slapping him back as it cuts across his stomach. Logan staggers back and Omega Red delivers a backhand to Logan's face. Logan blocks it and pulls Omega Red forward by his arm. Logan scowls and ROARS with a fit of berserker rage as he turns and throws Omega Red away. Omega Red is thrown at the back wall and hits it back-first. Omega Red hits the ground, as Logan's bloody welt across his gut heals and fades away like the others. Logan charges at Omega Red, as he gets to one knee. Omega Red sneers and his coils dig down into the floor.

Omega Red's coils extend forward from underground, pushing the ground up with their movements, and then they extend up out from underground. The coils stab forward from out of the ground and rise up diagonally, aiming for Logan. Logan leaps over them and dives at Omega Red. LOGAN GROWLS with anger as his claws hit Omega Red through the chest and the impact knocks both men backwards, with Omega Red hitting the wall behind him back-first. Omega Red's coils turn back to Logan and wrap around his chest, pulling him backwards and tugging his claws out of Omega Red's chest. Omega Red's coils lunge forward and slam Logan against the ceiling. Logan flinches and white energy flows from the coils into Logan's body.

OMEGA RED: "You disappoint me, James. I had expected a much tougher battle."

Rogue steps in through the open doorway, stepping over the broken door. Omega Red looks away from Logan to Rogue and he smiles at her.

OMEGA RED: "Ah, Death. How nice of you to join us. I trust you can deliver the final blow to your enemy."

ROGUE: "If you insist."

Rogue charges forward and dives at Omega Red. Omega Red's eyes widen with shock as Rogue slams her shoulder against his chest and the impact shoves Omega Red backwards through the wall. As Omega Red lands in the next room, his coils drop Logan and he falls to the ground. Logan lands on his side, dazed and hurt. Rogue turns and crouches beside Logan.

ROGUE: "Logan! Oh, God. Are you okay?"

LOGAN COUGHS as he turns and looks over his shoulder at Rogue.

LOGAN: "You mind telling me what you just did there?"

Rogue reaches her hand down to Logan, but stops as Omega Red's coils lash at her from behind and hits across her back. ROGUE GRUNTS from the hit as it tears through her uniform and her skin. She looks over her shoulder as Omega Red stands up and he flicks his coils at Rogue again. The coils slice diagonally into Rogue's upper back, raising long, thin bloody slashes in her skin. Rogue flinches and turns around to face Omega Red.

OMEGA RED: "You traitorous bitch!!"

Omega Red lashes his coils at Rogue again, but she dodges them and they hit the ground near Logan. Logan rolls aside from the coils and they hit the ground instead. Omega Red swats his coils at Rogue, with one wrapping around her arms and the other wrapping around her ankles. Omega Red's coils retreat back and trip Rogue. Rogue lands on her back on the floor, flinching, and the coils slowly pull her forward to Omega Red.

OMEGA RED: "You dare to oppose the forces of our lord Apocalypse?"

Omega Red's coils shine with white energy and the energy flows into Rogue. Rogue flinches, trying to get loose.

OMEGA RED: "You will pay for your disobedience!! Once I deal with you..."

LOGAN: "Who said you were done with me?"

Omega Red looks up and Logan tackles Omega Red to the ground. He hits the ground and his coils release Rogue. Rogue quickly sits up and shakes her head, stunned. Omega Red kicks Logan off of him and he gets to his feet. Omega Red swats his coil at Logan, but he leaps back from it.

OMEGA RED: "I have not forgotten about you, James. But I will deal with one weakling at a time."

ROGUE: "Who you calling weakling?"

Rogue charges behind Omega Red and she delivers a jab to his back, knocking him forward. Omega Red turns around and lashes his coil at Rogue, but she dodges it and delivers a punch to Omega Red's gut. Omega Red staggers back and flinches from the hit. Rogue quickly delivers a punch to his chest with her left fist and then a right cross to Omega Red's jaw, shoving him across the room. Omega Red falls and hits the ground, dazed. Omega Red turns to Rogue and gets to his feet, as Logan stands beside Rogue.

LOGAN: "I've got him, kid."

ROGUE: "Hold on. We're waiting for back up."

OMEGA RED: "Oh? And who could possibly help you stop me?"

As if in answer, three small explosions hit Omega Red's back and shove him forward to the ground. Gambit and Bobby stand in the doorway behind him, with three poker cards held in each of Gambit's hands.

GAMBIT: "Us."

Omega Red turns around and raises his hand back to strike with his coil, but Gambit throws two more poker cards at his chest and the impact pushes him back several steps. Omega Red sneers and lashes his coil around Gambit's arms quickly. Omega Red turns and throws Gambit in the air. Rogue leaps up and flies at Gambit.

ROGUE: "GAMBIT, NO!!!"

Rogue catches Gambit in her arms and hovers in the air with him. Bobby, Logan, Gambit and even Omega Red are stunned by Rogue's sudden flight. Omega Red sneers in realization.

OMEGA RED: "So, it seems you've taken on some of Miss Marvel's capabilities."

Rogue hovers down and sets Gambit down, as she flies at Omega Red.

ROGUE: "Here. Let me give you a small sample of what I can do."

Rogue delivers a right hook to Omega Red's jaw and he is sent flying backwards. Bobby steps aside and Omega Red flies back past him and out of the open doorway. Omega Red hits the wall in the hallway and then hits the ground. Rogue lands on her feet and walks to Gambit.

ROGUE: "Are you all right?"

Omega Red gets up and lashes his coils at Rogue again, striking up her back to her left shoulder with the left coil and across her lower back with the right coil. Rogue is shoved towards Gambit, flinching from the double hit, and Logan turns to Bobby.

LOGAN: "Hey, Bobby. When I say so, hit the guy with all you've got. It slows him down."

OMEGA RED: "Nothing these children can do will stop me, Logan! I am unstoppable!!"

LOGAN: "Nope. That's just your mouth."

Omega Red sneers and lashes his coils at Logan. Logan dodges them as he charges at Omega Red and he slashes his claws into Omega Red's knees. Omega Red flinches and Logan's claws retreat back in his hands. Logan head-butts Omega Red and he falls to the ground.

LOGAN: (snaps) "NOW!!"

Bobby nods and aims his hands at Omega Red, firing a wave of ice over Omega Red's legs. The ice pins Omega Red's legs to the ground and then he fires the ice over his coils. Omega Red looks in shock, as his coils are frozen and pinned to the floor.

OMEGA RED: (snaps) "NO! NO!!!"

GAMBIT: "Finish it, Ice-Cube. Don't let him get up."

Bobby walks to Omega Red, as he futilely struggles against the ice. Bobby's skin, clothes, hair and even his eyes are covered over in a sheath of ice all their own, as he reverts back to Iceman form.

ICEMAN: "That's Iceman, LeBeau."

Omega Red struggles to sit up, cracking the ice on his coils. Iceman stands before Omega Red and fires ice into over his coils again and then fires it at Omega Red's body, pinning his upper body and arms down in the ice. Omega Red turns to Bobby and glares in rage.

OMEGA RED: "NOOOOO--"

As Omega Red yells, Iceman aims the ice at Omega Red's mouth and freezes him from the inside as well. Iceman sneers in anger, as Omega Red stiffens and stops moving. Iceman's ice blast then flows from the ice in Omega Red's open mouth to his head. Omega Red is frozen from head to toe, and also from the inside, and lies frozen alive on the ground. Iceman stops the blast and turns to Rogue, eyeing her sadly. Gambit and Rogue look over at Iceman, as the sheath of ice fades off of his body and he reverts back to Bobby again. Logan stands next to the frozen Omega Red and looks at him. Logan then looks up at Bobby and nods.

LOGAN: "Nice work. You did good."

Logan looks at Rogue and notices the bloody slashes that are dug in her back. Logan walks to Rogue, as she looks at him sadly.

LOGAN: "Welcome back, kid. How are you feeling?"

Rogue forces a sad smile.

ROGUE: "Swell."

Logan nods and removes his gloves.

LOGAN: "I know you're hurtin', kid. I can make the pain stop."

Rogue steps back from Logan, nervous. Logan looks at Rogue in concern, as tears form in her eyes.

ROGUE: "No, Logan. Don't do it."

LOGAN: "Kid, I was just..."

ROGUE: (snaps) "Just get away from me!"

Rogue backs up and wraps her arms around her, as she starts to CRY.

ROGUE: (sobbing) "Don't touch me."

Logan stops and looks at Rogue in concern. Rogue lowers her head and shuts her eyes, as she hovers a few feet off the ground and trembles.

BOBBY: "Rogue, what is it? What--"

Bobby steps forward but Logan sets his hand on his chest and stops him. Logan looks at Rogue in concern.

LOGAN: "She's scared, Bobby. Something bad has happened." (beat) "I just wanted to help you, kid."

ROGUE: "I know. But you can't. None of you can."

Logan sniffs the air and pauses a moment, stunned. Logan steps forward to Rogue and sniffs at her direction.

LOGAN: "It can't be."

Rogue opens her eyes and looks up at Logan. Logan turns around to the doorway, shocked.

LOGAN: (whispers) "Jean?"