(Odessa, Texas)

"That's the place." Zack said, nodding towards a warehouse. It wasn't your standard warehouse that one saw in movies, all boarded up and abandoned. It looked rather pristine and modern, to the point that one would expect men in hard hats to emerge from it at any moment.

If it weren't for the fact that it was pitch dark, even though it was 9 am, it would have been a charming place.

"What's makes you think so?" Linda asked.

Zack frowned. "After the first dawnless day, my dad said he saw some government agents fighting against what looked like other government agents. Couldn't figure out what it was, but he wasn't going to stick around."

Marshal sniffed the air. "Terrence, I smell Elite Guard."

The nerve-manipulator smirked, feeling a bit better now that he had some pain killers in him. He had refused to shut down his own nerves, in fear that he wouldn't know if something worse was happening to him. "Good…now maybe we can make this a fair fight." He glanced over at Zack and Linda. "Follow our lead. Marshal, Alpha protocol."

"I don't take orders from you." Marshal commented, before considering this. "In fact, I never took orders from you." Still, he lifted Terrence onto his back, the two of them keeping to the shadows, their eyes scanning for any dangers.

Linda took a step forward, only to find her foot caught by a glob of green slime. "What the…"

"Don't move." Terrence warned, holding out his hand. "Courtney…" He called out, his tone filled with wry humor, "You missed her head."

The Aussie woman emerged from the shadows, a grin flashing brightly. "What can I say, Terrence, I like to aim low." She looked over at the others. "Marshal, good to see you again…and Prof. Linda Frey. Last I heard, you were a wanted woman."

Linda rolled her eyes. "I just taught Carter his communication skills, not my fault if he uses them the way he does."

Courtney nodded. "The rest of us are inside…come on."

^&^&^&^

"I hate New York, I hate New York, I hate New York." Lee repeated over and over as Jessica dragged him through the back alleys that made up The Big Apples more seedier sections.

"Is this another Yankee thing?"

"No, though that doesn't help." The Boston bred artist commented as Jessica yanked him into a doorway. "I'm a little sick of all the cameras and police officers…I could do without them, thank you very much."

Jessica looked around, making sure the police weren't anywhere about. The two of them had been on the run for most of the night, managing to only get some shut eye by hiding with some homeless men in their squatter village. It was getting tiring, but Jessica knew they were close to their destination.

"We just have to get into this building and we are good." Jessica commented, turning to the locked door. With a twist of her hand the doorknob was yanked free, allowing her to slip into the back.

Lee blinked trying to see through the dark light, nearly tripping into some boxes. "Where are we?"

"A clothing store of some kind…" Jessica commented, ripping a box open. "That agent knows what we look like…we need to change our appearance."

Lee groaned. "Please, don't be an Old Navy…don't be an Old Navy…" Pulling out a black t-shirt, the artist grinned. "Spencers…thank you baby Jesus."

^&^&^&^

(The Daniels' Château- France)

Ashleigh Delpine sat in the middle of her room, her breathing steady as she meditated. Everything had been going so well, she had found herself getting to know her son, his friends (though strange as they might be, considering 3 of them he had tried to kill…and apparently succeeded once), and his 'girlfriend'…though Ashleigh didn't know what to make of a woman that seemed to flip between utter distain for her boy and admiration.

She'd grown closest to Vic and Helena, the two of them, like her, finding themselves the only Baby Boomers in a room filled with Gen X and Y kids. It was with their help she had worked to redeem herself for her sins back when she had been trapped in the other her…the Dark Ashleigh as she had labeled her.

But recently, fears had been growing inside of her. The worry that a piece of that evil woman still resided in her…could take control…could hurt her baby boy…the thought that she could lose control, that she herself might become once more that evil creature….

Thus, her self-imposed exile.

She had told Lee that she needed time to focus, to regain her strength…and she was doing that. But it had nothing to do with anything physical. It was all in her head, in her soul.

She would drive the demons out, no matter what…she just needed time. Time to recall her earlier training, before she had split off that first time and discovered the prophecy of the Son and the Lion, the one that spoke of the fall of the House of Delpine and the rise of her boy and Hank. She knew she could manage, that she could regain control of her powers and her emotions…she just needed time and space and peace…

BROO BROO BROO!

Ashleigh blinked as all the lights in her room went red, alarms blaring and making her ears ache. She clutched her head as she stumbled out into the hall, finding Helena and Vic hurrying out of their rooms.

"What…what is going on?" Ashleigh asked.

Vic licked his lips. "Remember how you said you needed time to remaster your powers?"

"Yeah?"

"Hope you had enough." He touched a button embedded on a picture frame, the image of the classical Grecian scene transforming into a video monitor. Outside the gate, several Alliance agents were on the ground, clutching their throats as a poisoned miasma cloud hung over them. In the center of the storm, safe in the eye, stood a British man of Indian decent, flanked by several of Marie's lower guards.

Ashleigh gulped. "Rodreck…the 7 horns…"

"Yeah…their here." Helena whispered. "And right now…you are the only one that can hold them off."

"I…I don't know if I'm ready…" Ashleigh whispered.

"Than get ready…because I get the feeling this isn't their only target…" Vic threw his cellphone to the ground. "They're jamming our signals…this isn't a raid…its an invasion…and unless we can stop them, we won't be able to warn your son, or our son, that they are in danger." He marched over to a hidden door and pulled it open, yanking out some guns. "its time to hold down the fort."

Ashleigh bit her lower lip. "I can't…"

"You need to…or we're all dead." Helena said sternly. "You want to make up for your sins…you want to prove to Lee you can be the mother he needs? Then you need to begin here, by showing that you can fight and will battle anyone that threatens his home…his family." Helena threw Ashleigh a shotgun. "Its time to choose a side."

"Come on out, kids!" Rodreck bellowed, his voice tiny on the small speaker imbedded in the monitor. "Come out and play!"

Ashleigh closed her eyes, several drones pulled themselves free. "Arm yourselves." She said, her voice not as strong as she would have hoped. "Its time…to say hello to some old f-friends."

^&^&^&^

Rodreck grinned as he looked over one of the guards, watching him twitch. "I'll deal with Ashleigh…she just needs some tough love to get her back on our side." Renee nodded from where she hide out of the line of sight of the cameras. "You take out Mr. and Mrs. Daniels."

Charlie Raegan frowned as his wife pulled him with her up the face of the building. "He's lying…you know that…"

"I know…time to find out why."

^&^&^&^

"Thanks Yin." Terrence muttered, grunting slightly as the man reset his broken legs.

"You shouldn't have put any weight on them…do so again and you'll probably lose both of them."

"I'll manage." Terrence stated, turning the Solomon. "Report."

The average sized black man nodded, turning to a wall where he had drawn out a map of Odessa. "They came the day after Joseph destroyed half of Primatech. Horde of them, real organized, each on of them has a power. All offensive from what I've seen, but there could be some defensive or more tactical members in their stronghold. They grabbed the high school, made it their base of operations, have taken half the town. We didn't even know anything was going on until the sun never rose."

"It did." Linda said. "I think someone is blocking it."

"And if I had to wager, it would be this woman." Courtney pulled out a photo she'd managed to snap during a patrol. The image showed a Brazilian woman entering the building, dressed in an elegant black dress, her dark hair curling at the tips, dripping in diamonds. "They call her Gabriella, is in charge of all them foot soldiers. Dances around like queen bee, that's for sure, but I get the feeling she's the one with power."

Marshal nodded. "Around her neck." He pointed to the only item that wasn't decked in gems. "A golden horn."

"Same as Merrick and Ashleigh. She's one of the Seven Horns."

Yin frowned. "Seven Horns?"

"The Alliance's version of the Elite Guard." Marshal commented.

"What's the Alliance?" Zack asked, the teen feeling a bit out of place in all this.

"A group of people with special abilities, brought together to help each other out. The group splintered recently: Half sided with our friend Carter, who wants to protect those with powers from people that would exploit us; the others went with Marie, who wants to set up a super powered regime."

"So she's Magneto to Carter's Xavier?" Zack asked.

Terrence laughed. "Daniels is more like Cyclops, all by scout but willing to fight atleast." He grew serious, however, as he considered their situation. "How many men does this Gabriella have?"

"Atleast 10…small group, I know, but they are well trained." Solomon sighed. "Took out most of the people that survived Joseph's act."

"We are the only ones left, save for a few normals." Courtney commented. "And whatever they are doing in the high school, they've managed to jam any signals to call for the Company…they might not even realize we are still alive."

"Horrible odds, a dangerous threat…" Terrence considered this. "Don't suppose my brother is nearby?"

"Not that I know of." Linda commented.

Terrence nodded. "Too bad, could have used him. Yin, get Marshal and Linda some gear; we move out in 2 hours."

^&^&^&^

"Why the flames?"

Carter looked over at Kath as he yanked his tie off, shoving it into the trunk of the limo along with his dress shirt and suit jacket. She had her back to him, as Madrid refused to allow the woman near Vally, and making it clear that if Kath even sneaked a peek at Carter, the Spanish beauty would pluck every hair from the double agent's head then make a noose out of them.

Carter grabbed a tight gray t-shirt, sliding over his head before he began tying up the combat boots he'd brought. "What do you mean?"

"When you use your power, those silver flames appear. Marie doesn't have any…why do you?"

Slipping on his black duster, Carter shrugged. "A family thing, really. My birth mother is a firestarter, so is my Uncle Flint. Guess it just passed onto me. Never really questioned it…does well for scaring people." Carter hauled out his katana and slid it into the sheath he'd had built into his duster. "Find it strange you think that is strange, all things considered. I mean, you have to eat people to gain their memories."

Kath huffed. "I need to ingest their DNA…a single flake of skin works just fine."

"Still disgusts me…no offense."

"Play nice, Carter." Madrid said, emerging from the limo, her business suit tucked under her arm. The former actress was dressed in a red laced midriff, black pants whose sides were little more than leather straps, her own pair of combat boots and, of course, a replica she'd made of Carter's duster. Though, Madrid had modified hers to better suit her powers. The material from her sleeves down had been cut to form long stripes, allowing her to easily summon arms or legs at will. Sown into her outfit were different guns and knifes and other tools, each just touching her skin so that she could quickly create replicas in her hands.

"Yeah, daddy, be good!" Vally scolded, wagging her finger at him. She, unlike her parents, was dressed rather simply in a pink t-shirt and blue jeans, little white sneakers poking out from under her cuffs. The only modification to her look was the conversion of the 'special bear'; Madrid had sown straps onto his back, making him into a little backpack so Vally could keep her arms free.

"Sure thing, sweetie." Carter looked up at the darkened sky. "What are we dealing with?" He asked Kath.

"Gabriella, one of the 7 Horns. She can control darkness, sending it out in all directions. The more light her darkness absorbs, the stronger she gets."

"Weaknesses?" Madrid asked.

"It's the shadows she sends out that absorb the light, which return to her and give her the energy. But she herself, she's weak against light. Its all in the shadows." Kath smirked. "That's why I questioned you about the flames. They aren't traditional fire, but they are energy…and if you can avoid having them sucked into the shadows, you can use them to weaken her."

Carter nodded. "Got it." He looked out towards Odessa. "We better get going, it's a long walk into town."

Kath glanced at the limo. "Why not drive?"

"Because you are taking that to Dallas."

"No…I'm not."

Carter shook his head. "Yes, you are. You won't be staying there for long. If Marie knows that my father sent Linda and Marshal on a mission…something even I didn't know…" He grit his teeth at the thought that yet again his parents were hiding things from him, "…then she knows that I sent Lee and Galatea to New York. The rest of my friends are safe at Morbius, but Lee and Galatea could be in danger. You need to warn them."

"Why me?"

Carter's eyes glowed silver. "I can read mind, Kath. You are being honest me…but we do not know if Marie let you go. As such, she won't be expecting me to send you to protect my friends. I need one ace in my sleeve…and right now, you're it."

Kath nodded. "Is there…anything I should tell them?"

The head of Morbius, INC nodded. "Tell them…the last cursed ones is where I'll be. Lee will understand."

^&^&^&^

Marshal grunted, shifting Terrence. The morpher was currently in the hybrid form of half human, half bear, giving him the strength needed to easily carry Terrence towards the high school. Of course, that didn't mean it was comfortable.

Linda chuckled.

"What?" Marshal asked.

"If Tina were here, you know she'd be called you Chewie, right?"

Marshal rolled his eyes, even as Terrence glared at them.

"Quiet."

"Sure thing, Goldenrod." Linda quipped. She was dressed in black fatigues, bulletproof pads built into strategic spots, her hair done up in a bun. Zack was dressed similar, it taking him 20 minutes of convincing before they let him come. He had reminded them that he had gone to that high school, thus knew it well and would be able to help them find Gabriella.

"There it is." Yin whispered, pointing towards the school. "You do realize the odds are against us. We have 7 human agents, 3 Elite Guards…"

"You're crippled and I'm stuck carrying you." Marshal added.

"We have Claire Bennet's pet." Solomon muttered.

"Hey!" Zack complained.

"We're dressed in black leather and last time I checked, we weren't the X-Men." Linda finished.

"Yup, we are screwed." Terrence stated. "Lets rock and roll."

^&^&^&^

"Now this is what I am talking about!" Lee laughed, running his fingers through his freshly dyed hair, the dark lockers now featured orange tips. He was decked out in a sleeveless black turtleneck and baggy black jeans, a large black bag slug around him hold all sorts of pens, pencils and paper tablets.

Jessica wore a leather halter top that showed off all her assets, black hot pants, and dominatrix-style boots, her hair streaked with black dye and face done up in heavy makeup.

"Keep your voice down." Jessica hissed. "We need to try and get out of the city." She carefully made her way out onto the street, the ELSEWHERE sketchbook in hand.

Neither of them noticed the spider watching them from the doorway.

^&^&^&^

Special Agent Lorenzo Bast opened his eyes. "They just left Spencers, they are dressed as Goths."

One of his agents frowned. "How do you know, sir?"

"A little spider told me." Bast remarked.

^&^&^&^

"I really don't like this." Madrid whispered as they entered the outskirts of Odessa, looking quickly about the seemingly abandoned suburb. "Too quiet."

Carter nodded, eyes shining silver. "I sense something…there are few people here…most scared, but I am getting the feeling that a few know why they are here…we're being watched."

"Wonderful." Madrid muttered, holding Vally's hand a bit tighter.

"But what really bothers…is the person who is only radiating hate." Carter turned to his daughter. "Vally, do you sense anything?"

Vally focused, eyes shining pink. "Strong…" She pointed at one building. "Strong…" She pointed at another. "Weak…strong…" She froze, shivering slightly. "Bad." She whispered, slowly turning around.

"Hello there." Joseph said, walking towards the family. Carter held up his hands, igniting them, Madrid copied two guns, while Vally's skin began to glow pink. "Now now…no need to be rude."

CLAP

The family flew backwards, Carter smashing into a car, Vally flung into a bush and Madrid skidding across the road.

"I just wanted to talk." Joseph said, holding his arms out wide.

SNAP SNAP

One sonic blast struck Carter, the car he had been thrown crunching violently as it smashed into a house. The other blast when for the bush Vally. Madrid groaned, struggling to get up.

"You see, I heard your husband spreads the word of God. I spread the word too. But my word is pain…and you'll learn to love it. But first…" Joseph grabbed Madrid by he hair, forcing her to her feet. "How about a kiss?"

He smashed his lips to hers, readying his tongue for another snap.

^&^&^&^

The Time Has Come

(We see the Eclipse happening)

The Rage Of The 7 Horns Has Been Unleashed

(Rodreck unleashes his poison against all those around him)

Darkness Covers The Earth

(We see Gabriella standing the High School, sucking light from all sources)

Good Battles Evil

(We see Lee and Galatea stumbling away from Lorenzo)

The Voice Of God

(We see Carter staring at his hand)

Wars With The Herald of Evil

(Joseph Smirks)

And Two Will Pay The Final Price

(We see flashes of Tina, Marshal, Helena, Vic, Galatea, Renee, Charlie, Kath, and Biddy)

But When Most Lose Their Powers

((We see Carter gripping his head, Madrid and Vally crying out, Hank falling to his knees, and Kelly seizuring)

A Few Will Claim It All

(We see Carter, Madrid and Vally's heads snap up, their eyes blood red.)

ELSEWHERE


The Eclipse

Part One- November 24th

Part Two- December 2nd

^&^&^&^