Xavier was in the War Room, trying to get into contact with the X-Men. "Xavier to Cyclops. Do you read? Over. Come in. Over." He got no response. "His communicator must be down." Xavier then tried to reach out to them with his mind. "Scott. Respond if you sense my presence."
The psychic professor was surprised when someone pushed him out. "Who would know how to block my psychic probe?" He wondered. "Cerebro, help me break through." He connected himself to Cerebro.
As he tried to reach out again, Frost, with the help of a machine she had, was able to push Xavier out once again.
"Cerebro, why can we not contact the X-Men?" Xavier asked.
"Dual barriers: one human, one electronic." Cerebro informed him. "Together they are confusing, impenetrable."
"Keep probing." Xavier requested. "I need a moment's rest."
The X-Men stood in front of the Hellfire Club with cuffs on their hands and power-dampening collars on their necks.
"Alright, Freakshow." Leland said. "You have them. Now what are we going to do with them?"
"Oh, I have plans, Leland." Freakshow said. "Don't you worry."
"Why not just dispose of them and be done with it?" Leland asked.
"The mighty X-Men?" Shaw interjected. "Are you mad? They'll make nice lab rats, don't you think?"
Frost then came in. "Xavier has been trying to contact the X-Men psychically. I blocked the probe, but I don't know how long I can hold it off."
"Well, if your power fails us, I can always give the job to someone else." Freakshow said. He then saw Danny phase into the room. "Phantom, or should I say Phoenix?"
"Get away from him!" Rogue demanded.
Freakshow smirked. "You cannot escape. Nor can you hope to be rescued."
"The Circled Club is an impregnable fortress." Shaw added.
The gothic clown glared at Shaw. "I thought we said this was the Hellfire Club?"
Shaw gave an apologetic look. "Sorry, my liege."
Freakshow then turned his attention back to the X-Men. "You X-Men were allowed to enter so that I could have the pleasure of introducing you to the Hellfire Club's newest member." He gestured to Danny.
"You won't get away with this!" Scott shouted.
"Oh?" Freakshow replied. "And who's gonna stop me?"
Two mercenaries were looking at the hole that Wolverine fell into.
"No one could have lived through a fall like this." One said. "Freakshow said to bring back the body."
"Yeah." The other replied. "Well, come on. Let's find an easier way down."
In the sewers below, Wolverine emerged from the water.
The two mercenaries came down to the sewers using the stairs.
"Can you see anything?" The second one asked. "I don't want to have to go swimming around in there." He then heard something. "What was that?"
The first one felt water dripping down on him. He looked up to see Wolverine above them, hanging on some pipes.
"Guess you found the body. Go on in! The water's fine." Wolverine then kicked the two into the water before racing up the stairs.
He then encountered a third mercenary aiming a gun at him.
"I know what you're thinking, punk." Wolverine said. "Question is, can I get Wolverine before he turns me into shish kebab with those claws?" He approached him slowly as the mercenary trembled in fear. "Well, bub, seeing as how these claws are adamantium, the strongest metal known, and can slice through vanadium steel like a hot knife through butter, buddy, you got to ask yourself, do I feel lucky?"
Wolverine then lifted him off his feet. "Now where are the other X-Men?" He interrogated. "And you better have an answer."
Rogue tried to break free, but the collar wouldn't let her.
"We appear to be at the mercy of our hosts." Beast observed.
"Your powers are awe-inspiring." Freakshow praised Danny. "To think that when I first had you, I simply used you to rob banks. I was thinking too small. With your potential, I could conquer the whole world."
"Let him go, Freakshow!" Rogue demanded.
Freakshow had enough of her. "I think you need to learn to keep your mouth quiet, Missy." He turned to Danny. "Phantom or Phoenix or whatever you go by, go shut her up."
Danny approached Rogue as she tried to snap him out of it.
"Danny! Don't!" She cried. "It's me, Rogue! Your girlfriend!"
Danny stopped for a moment. "Rogue?"
Freakshow was exasperated. "Why is it that this one always has to show free will?" He placed the staff in front of Danny. "Do what I say, puppet!"
"You can't control Fenton forever." Frost said as she saw Danny struggling. "Some day he'll manage to break out of your control and turn against you."
"You worry too much, my dear." Freakshow said smugly. "You saw how easily he let the staff influence him. He is just some lost creature stumbling through the world for some meaning, open to my manipulations."
"And you're sure we can control this power?" Frost asked.
Freakshow nodded. "I am."
In the kitchen, the servants and cooks were preparing dinner with one guard on the phone. "Where's my Chateau Calamari fifty-nine?"
He then heard the dumbwaiter ring. "Finally!" He opened it, only to be kicked into the wall by Wolverine and knocked out.
Wolverine dropped a bottle on him. "Lousy year." He saw a turkey and took a piece. "Turkey!" He peered out of the kitchen to see more guards dressed like members of the Hellfire Club. "Where do these guys do their shopping?"
A gun was aimed behind his head, courtesy of another mercenary. "Don't move, mutant, or I'll blast!"
Wolverine threw the mercenary into the room before grabbing a guard and throwing him at another one.
"Now to find the fat slob who dunked me!" Wolverine went up the stairs only to meet more guards who had batons in their hands. "Uh-oh!" Wolverine used his claws to slash their weapons. "Here!" He threw two of them down the stairs. "Go play pick-up sticks!" Wolverine was then pushed down the stairs by more guards.
The Hellfire Club was all seated at a table in front of the X-Men.
Freakshow raised his glass. "To our new asset!" He toasted.
"Our new asset!" The others replied.
"Enough of this!" Rogue was getting tired of them controlling her boyfriend. "Give him back, you stupid clown!" She threatened Freakshow. "When I get my hands on you, you'll need more makeup to cover up the two black eyes I'll give you."
Freakshow rolled his eyes. "I tire of your threats." He turned to Emma. "Frost, deal with her, and if you win, I might grant you the honor of being my pet's bride."
Emma connected her mind to Rogue.
Rogue found herself in a place full of fog.
"Where am I?" She asked. The southern belle then saw Emma in the distance. "You!" She shouted as she tried to fly towards her, but found that she couldn't.
"I can't fly!" Rogue said in disbelief. "What happened to my powers?"
"Your mutant powers won't work here." Emma said as she got closer. "You're in my world now. My world, my rules, my choice of weapons." A sword appeared in Emma's hand as she tried to attack Rogue.
Rogue moved out of the way and found that she had a sword as well.
"I'll teach you not to move on a gal's boyfriend." Rogue stated.
The two ladies dueled.
"Powers or no powers, I'm gonna teach you not to mess with my man." Rogue vowed.
"You think that you can save him?" Emma retorted. "He is beyond your help."
The two kept fighting until Emma managed to knock Rogue's sword out of her hand.
"Peasant!" Emma then pointed her sword at Rogue's throat. "You can't beat me, you pathetic ex-X-Man."
Rogue then slapped Emma's sword away. "Why don't we drop the weapons and settle this with our fists?"
The two then started to fight hand-to-hand.
Emma managed to push Rogue away as she disappeared.
"Where are you?" Rogue called out. She then saw Danny in front of her. "Danny?"
"Why couldn't you save me, Rogue?" Danny asked her. "After everything I've done for you, you let me fall under their control."
"No, Danny!" Rogue protested. "I'll free you! I will, I promise!"
"Perhaps it's better that I become Frost's bride." Danny said coldly. "At least she isn't as weak as you."
Rogue glared at Danny. "You're not Danny. He would never say that. You're just an illusion trying to break me. Well, I'm not falling for it." She punched the illusion as it faded away.
"Your will is stronger than I thought." Emma admitted as she appeared behind Rogue.
"Honey, you'll find that this gal is full of surprises." Rogue said as she charged at Frost, only to be knocked to the ground by her psychic blasts.
Emma kept firing her energy at Rogue. "You'll find the same from me as well."
In the real world, Danny was still lost to the staff's influence.
Rogue pushed Danny onto their bed.
"Come on, sugar, let's do it until the cows come home." Rogue said excitedly as she started to undress him.
"Danny!" Rogue cried as she fell to the ground.
"Oh no!" Storm cried.
"No!" Scott shouted.
"My friend, what's wrong?" Beast asked.
For a brief second, Danny was out of the staff's world and saw Rogue collapse as she spasmed on the floor, fighting something that was in her head.
But he was then placed back in his dreamworld.
Rogue was removing her clothes as Danny lied on the bed. "Make love to me, Danny; I want you."
"Danny!" Rogue was trying to fight off Emma in her mind.
"Rogue!" Danny broke out of the staff's trance and saw that his girlfriend was in distress. He used his senses to see that Emma was invading Rogue's mind. He went up to the White Queen and punched her, separating her connection to Rogue's mind.
Freakshow appeared in Danny's path as he raised his staff. "You will obey me!"
Rogue opened her eyes to find herself back in the real world.
"Rogue, are you all right?" Cyclops asked.
"Could be better." Rogue said.
"He broke free again." Frost said as she dusted her outfit off. "Freakshow, the powers of your staff are less than absolute."
"They are sufficient." Freakshow claimed. "I'll test them if you doubt me." He used his staff on Danny. "Phantom, destroy the X-Men!"
"Don't do it!" Rogue begged.
Danny hesitated. "I..."
"Do it!" Freakshow ordered. "You will serve me!"
Before Danny could do anything, Wolverine burst through the door.
Freakshow was furious. "Leland! You unmitigated fool! You swore to me that Wolverine had drowned."
"Here's Johnny!" Wolverine pulled out his claws.
Freakshow turned to Lydia. "Stop him! Now!"
Lydia unleashed her tattoos, which swarmed Wolverine.
"Get up, Wolverine!" Gambit cried.
Freakshow was pleased as he addressed the Hellfire Club. "You see, my friends. My Lydia is more powerful than the rest of the Hellfire Club combined!" He held out his staff. "And I don't need this staff to control her." He gave Shaw a warning look. "So, I suggest you don't try to question my orders."
He looked at Leland. "And neither shall you."
Then Wyngarde "Or you."
Pierce. "Or you, sparky."
Finally, he gave a challenging look to Emma. "And especially you."
"You think you can get away with this?" Shaw said. "We'll destroy you somehow!"
Wolverine was struggling with the tattoos as he saw Danny glancing at him.
"Bub, you can't let them control you!" Wolverine said.
"He's right!" Rogue agreed. "Fight it, Danny!"
"Silence!" Freakshow thrust the staff in Danny's face. "You belong to me now, Phantom."
Danny and Rogue were cuddling.
"I can't believe that I'm your wife." Rogue said in delight.
She then looked at Danny as her smile turned sinister. Her form had changed to that of the shadow.
The shadow grabbed Danny by his throat as their surroundings changed to those of Danny's mind.
Danny tried to break free, but the shadow was too strong.
The door that once contained the shadow floated toward them.
"And I can't believe that I'm finally strong enough to seal you away." The shadow said as the door opened. "This time, you'll see what it's like to be locked up."
He threw Danny in as the door closed and chains wrapped around it.
Back in the real world, Danny slapped the staff out of Freakshow's hand.
"I am free!" The shadow proclaimed through Danny's body.
"Freakshow, you lost your control over him!" Frost cried.
"No one can control me!" Danny stated.
"Danny, you're back!" Rogue cheered, thinking Danny was back to normal. "Help us!"
Danny turned to them with an indifferent look. "I tire of your squabbling. Amuse yourselves." He used his powers to remove the X-Men's chains and collars. He then turned to Wolverine, and with a snap of his fingers, the tattoos vanished.
Danny then phased through the ceiling, heading to the roof.
Cyclops blasted Leland through a wall. The X-Men were now ready to fight back.
"I need no help from a ghost to destroy the X-Men." Shaw said as he caught the cards Gambit threw at him. "I can absorb all their powers. Go ahead. Try it."
Cyclops blasted the floor underneath Shaw, sending him to the kitchen.
"Thanks, mon ami." Gambit said. "Leave the others to Gambit." He went up to Frost. "I'll hang on to this one."
Frost blasted Gambit into a bookshelf, only to be hit in the back by Storm.
"She play rough." Gambit joked.
Rogue wrestled Pierce to the ground. "You're half bronco!" She said.
A group of mercenaries then entered the room.
"Stop them!" Freakshow ordered.
"What in the world?" Rogue exclaimed before being shot.
"I'll get him back." Freakshow ran up to find Danny, with Lydia following him. "I can control him."
Jean used her telekinesis to lift the guns into the air as Cyclops destroyed them with his optic blast.
Wolverine and Beast then dealt with the unarmed mercenaries.
Another group of mercenaries came in, prompting Storm to summon a windstorm.
"Winds, rise and sweep the thorns from our path!" The mercenaries were then blown out of the room.
"You keep them all busy." Scott commanded. "I'll go look for Danny."
Beast then dropped into the kitchen. "Forgive me, Mr. Shaw, for dropping in uninvited."
Wolverine charged at Leland. "There's the fat pig who dumped me in the sewer. Let's dance."
Leland held out his hand. "Keep away!" He saw that Wolverine wasn't stopping. "Uh-oh!"
Leland was then pushed through the floor by Wolverine.
Beast was on his back, spinning Shaw around with his legs.
"Stop it!" Shaw demanded.
"You cannot absorb what is not focused upon you." Beast pointed out.
"Clever, but ineffective." Shaw said. "My mutant power absorbs the energy you use against me." He then got up and threw Beast over his shoulder.
Shaw held up a table. "The Inner Circle is not so easily defeated.
Storm saw this happening from above. "Ice, snow, vent your fury!"
Shaw was covered in snow. "You can't do this to me!" He then collapsed on the ground.
The guests were fleeing the building, along with Emma, as she pushed someone out of her way.
"Get out of my way!" She cried as she ran while police cars pulled up.
Scott was wandering the halls as he tried to look for his missing teammate. "Where's Danny?"
Jean was dealing with Wyngarde as he tried to use his illusions on her, but they didn't work.
"I am too powerful for your illusions." Jean said. "Let the world see how you truly look."
Wyngarde's appearance changed; his brown hair turned white as his beard disappeared.
"No!" He cried as he ran away.
"Lowlifes, pretenders!" Shaw got up. "I'll show you!" He threw Beast at Storm. "No one can defeat Sebastian Shaw." He moved a book, opening a secret passage that he escaped through.
Beast shivered. "You couldn't manage a heat wave, by any chance?"
Rogue was still battling Pierce as she ripped his arm off as he fled.
"Thanks for the hand, sugar!" Rogue said as she looked down at the arm. "I bet these cybernetic things cost an arm and a leg."
She flew after Pierce, only for him to escape through another secret passage.
Through the secret tunnels, Pierce met with Shaw.
"This way!" Shaw said as they kept running. "We've lost because of Freakshow's incompetence! But the Inner Circle lives. We will have our revenge."
While escaping, Shaw and Pierce met up with Leland and Wyngarde, who also entered the secret passages. They then found themselves above ground, where Emma was waiting.
"What do we do now?" Emma asked.
"We will have our revenge!" Shaw roared.
The Inner Circle then clutched their heads in pain as they felt something invade their minds.
Gambit threw a card at a couple more mercenaries, defeating them. He then observed the damaged room. "Look like the hotshot Inner Circle or Hellfire Club high-tailed it out of here."
"But where's Danny?" Rogue asked.
Danny stood on the roof as he sensed the Inner Circle retreating. Deciding to tie up some loose ends, he connected his mind to theirs. With his psychic powers, he erased their memories of this whole incident and all they discovered. They wouldn't remember Phoenix, Danny Phantom, Freakshow, or ghosts.
He smiled as he sensed that his task was complete.
Freakshow then came on to the roof with Lydia. He held out his staff. "You will answer to my commands! I own you!"
Danny simply summoned the orb on the staff to his hand and crushed it with his hand.
Freakshow was in disbelief. "No! How is that possible? The only way to break my control is to have balanced your obsession, and you couldn't have done that when I had you under my control!"
"Fool." Danny insulted. "The only reason you had control of Fenton was because his attempts at keeping me out weakened his mind enough that your pathetic little trinket could affect him." He then smiled at Freakshow. "I must thank you, though; your influence was able to finally allow me to gain the upper hand over him and keep him dormant. Now I am in control!"
He then invaded the minds of Freakshow and Lydia, erasing their memories just like he did to the Inner Circle. When that was done, he summoned a portal that sucked up Lydia, leaving Freakshow alone.
Danny then ripped off one of Freakshow's earrings, making the clown scream in pain. The hybrid looked at the earring with curiosity before putting it away.
He was about to finish Freakshow off when he was interrupted by the arrival of the X-Men.
"Danny!" Rogue appeared on the roof with the rest of the X-Men.
"Danny Fenton is dead." Danny said. "And Danny Phantom is no more. I am the Phoenix. No, wait. I am more than just the Phoenix. I am the darkness finally given full form."
He glowed with power as the flaming form he sported changed. The green flames changed color. The fire was now a hellish red.
"I am the Dark Phantom Phoenix." Danny proclaimed.
"Danny?" Rogue was shocked by this new form as she realized that the shadow was now in full control.
"No!" Rogue cried in despair.