Author's note: ALL ART COMMISSION OFFERS FOR THIS STORY WILL BE AUTOMATICALLY DECLINED

...

Cyclops struggled to breath as Sinister choked him at a distance, Danger all but helpless before Sinister's telekinesis, her limbs being slowly, sadistically pulled out of their sockets, only the hyper strong alloys she was composed of keeping her intact...for now.

It is useless to resist. See? A Star Wars reference! Sinister joked in his skull as he started genuinely blacking out.

Danger vanished suddenly. Sinister looked up and saw that a building in the distance had been teleported right on top of her and she was suddenly holding it up, which broke her concentration as she gripped it with her mind to keep it from falling and crushing her.

Cyclops coughed as the grip was loosened and he fell to the ground, hacking and coughing, the pain from a rib he had broken when the fight had truly begun coming back with a vengeance, making it difficult to breath due to swelling of the wound. He saw spots.

As Sinister struggled to move the massive building away, she was caught off guard by something, or rather, someone crashing through it.

Blob crashed through the building at high speed like an invincible meteor, belly first and exploded Sinister's body on impact...and generated a massive impact that sent shockwaves with visible ripples across the ground that traveled across Threshold, the waves sending Cyclops flying away and hurting his broken rib further, to the point he could barely stand up, in too much pain to concentrate and fire his beams.

But not in too much pain to think.

He looked around, still heaving, spotted the Back Up Captain America Shield.

Cyclops staggered over to it, picking it up, wondering how he could stay in the battle.

But he remembered Danger's words.

This was not a battle that could be won.

"FRED!" Cyclops shouted as Blob pulled himself out of the GIGANTIC crater he had made, seemingly unharmed. Blob had discovered some uses for his power that the others hadn't seen before. Cyclops was suspicious as to what Loki had shown him but Fred Dukes was his friend.

He trusted him. He had been in this since the beginning of all this madness, like Toad.

"CYKE!" Blob yelled, his unexpected fast frame carrying him to Cyclops.

"Whatcha need?" Blob asked.

"You have to retreat. We all have to retreat. She can regenerate from damn near anything. Are you the only one?" Cyclops demanded to know, not having time or energy to be polite in his questioning.

"No! Kurt and your messed up Clone Essex and Toad are here too. Does she have any weaknesses?" Blob pressed.

"She can be exploded at close range, but only if she doesn't expect it... Where's Kurt?"

"He's staying way behind us, teleporting stuff from afar...Clone Essex advised us not to get close unless we have to..." Blob replied. "Kurt teleported Danger out."

"So, his power can ignore her telekinesis...at least partly..." Cyclops noted. "Why doesn't Kurt just teleport us all away?"

"He would still be left behind. And Essex would still be after us if she were intact. He can't teleport himself, just objects and other people..."

"We need to damage her enough that she can't repair herself before we can escape..." came the Voice of Power Princess behind him and from above as she floated down with Kid Colossus in a pink telekinetic aura.

"Comrade Tsiklop! The Koloss will fight beside you!" Kid Colossus said enthusiastically, giving a small salute as he landed with Princess, who tossed Cyclops the Lever Action Shotgun of Carter Slade.

"Where's Toad?" Cyclops questioned, his atom-sense watching pieces of Sinister start to slowly pull herself back. But it took such overwhelming damage to even delay her...

"He's...seeing to something else here. A contingency plan." Blob answered.

Cyclops mused it was likely something involving explosives, so he didn't inquire further.

"Essex is too powerful for us currently. We need to conduct a fighting retreat. Any time one of us gets the brunt, the other steps in and tries to take the heat off..." Cyclops said. "Me and Storm tried taking her by ourselves. It's a hopeless fight, as far as I can tell."

"I'll say this for ya', Cyke, you TOTALLY called it, how bad she was..." Blob conceded. "But won't fighting to delay her eventually lead to diminishing returns? Eventually, won't she just outright exhaust all of us?"

Cyclops fought down the urge to wince as his broken ribs lashed out at him.

"That's why we can't stop retreating, even as we fight. The Essex Clone, where is she?"

"She split off from me and Kurt after we got here...

Essex Clone?! What HAVE you been up to out of my sight, Scott? Sinister asked in his head as she regenerated fully, walking up to the newly formed group.

"Quite the eclectic crew you've gathered to yourself, Cyclops..." Sinister praised. "Even Mister Duke's seems to be finally showing promise other than his ability to become more and more rotund as the years drag on. If you only knew how the effort required to feed him properly burned through my account..."

Cyclops was still in too much pain to fire his optic blasts so he flip-cocked the shotgun and fired right at her face.

Sinister tried to stop the buckshot whose atoms looked slightly off from Cyclops' perspective...but she was unable to grasp the buckshot. It even went past the telekinetic barrier she threw up at the last second and tore multiple holes the size of soda cans into her torso, making her stagger back, stunned.

"That shotgun..." she trailed. "It can't be...that's Slade's!"

Power Princess flew towards Sinister at high speed, her fists slamming into the strange, pale creature in dark blue armor with a cape of tassels...

...

Danger re-appeared next to Nightcrawler, who had perched himself on one of the ancient Threshold buildings and was observing the fight play out.

It saddened him to see their mutant heritage be so egregiously destroyed. More than once, Kurt had wondered if there was a better way.

Danger's frame immediately began repairing itself. The Android with pink metallic skin rose, her joints heavily overtaxed from the strain of Sinister's telekinesis. One more reminder that while she was highly advanced, she was no Nimrod.

"Thank you, Mister Wagner." Danger said. "Another few moments...Essex might have ripped me apart..."

"Don't thank me yet. I might have to send you back out there..." Nightcrawler replied as Sinister and Power Princess dueled with their use of telekinesis, tossing heavy objects at one another...but it was soon obvious Princess was outclassed. Sinister could lift so much more than her and lift it faster, and quicker, that soon Princess was forced to just fly out of the way of fast moving chunks of destroyed building and streets in the lost city, though she compensated by using Kid Colossus as a living projectile, picking him up with her telekinesis as she flew and hurling him at railgun speeds at a distance from Sinister's feet, causing a massive explosion on impact that knocked Sinister down while Cyclops closed in, constantly firing with a shotgun that never ran out of ammo since he had first acquired it in Carter Slade's lost hideout, riddling Sinister's body with holes as he got closer.

"That shotgun's ammo seems to ignore her barriers...why?" Kurt wondered outloud as he teleported Blob above Sinister, who somehow increased the speed he fell until when he landed on Sinister feet first, creating another massive impact that shook all of Threshold.

Kid Colossus burst from the ground next to Blob by punching his way out next to Sinister's once more broken apart piles of tissue.

"Comrade Blob! Quick! You must use me as a club!" Kid Colossus exclaimed. "Look at all the body parts!"

Blob saw the pieces of Sinister's destroyed body, being shot and broken up by Cyclops' shotgun, grabbed Kid Colossus by the legs.

"You sure about this, Kid?" Blob asked, as he dangled Piotr upside down.

"The Koloss is as indestructible as they get!" Piotr boasted. "Swing away!"

Blob shrugged helplessly and started bashing at the moving, twitching remains of Sinister, breaking them apart a little more. Power Princess tried to isolate them in pink, telekinetic bubbles..., only for the part of twitching white flesh, slick with green blood violently shattered each bubble they were isolated in, burrowing underground.

Danger's eyes widened as her long-range scanners detected what Sinister was doing.

"Get them away! Get them all away, NOW! NOW!" she yelled.

Kurt teleported everyone away from the impact site immediately. As Cyclops and his team looked around in momentary confusion, something swelled from the ground.

A Fifty-Foot tall Sinister erupted from the ground, her arms transformed into some kind of energy cannons.

"I AM THE ROCK ON THE ETERNAL SHORE! CRASH AGAINST ME AND BE BROKEN!" Sinister yelled, firing devastating bursts of green concussive energy from them as well as her forehead, only a last second teleport from Kurt got them out of the way of the blasts, and Danger had to grab Kurt and fly them both out of the deadly beams as one of them cut the building they had both been on completely in half. But Danger was still clipped by the beam and spiraled uncontrollably to the ground, forcing Kurt to react quick and teleport them a few feet above the ground, completely halting their previously lethal momentum and dropping unceremoniously to the ground.

Because Kurt had panicked during the teleport, All of the Proto-X-Men were completely separated from one another. Their status as Rookies became painfully evident at this moment. Each panicked, trying to get away from the giant Sinister and her energy beams as she fired them close by, not to so much kill her targets but to knock them out by proximity or even try to possibly terrify them into submission.

Cyclops was forced to use the shield to protect himself from now constantly falling debris in his section as he desperately sought out the others.

Sinister then flooded his head with the horrible images of the Plane Crash, but Cyclops, this time was able to fight it off through sheer hate and rage at the reliving of it, and he did not become quite so helpless...

The others, however, were not so lucky. With the sole exception of Danger, Power Princess and Kid Colossus (Each immune to the attack for different reasons-though it didn't help them as she simply focused her telekinetic might to hold them both in place, making it clear that Sinister had been merely toying with them earlier), everyone else got hit with a telepathic assault and was flattened because of it.

Sinister suddenly screamed as her flesh bubbled and shuddered everywhere horribly, and Cyclops head was able to clear enough for him to focus.

"Hello, Scott..." came the Essex-Like voice behind him. He wheeled around, saw the Essex Clone Danger had reprogrammed, looking at him with a disturbing amount of fascination that chilled his bones, the Red X on her forehead in place of Sinister's Diamond glowed brightly.

"Apologies for not intervening sooner. I had to wait until her concentration was completely focused on you before I could enter certain backdoors in her head even SHE has apparently forgotten..." Sage replied, slinking towards him, making Cyclops take an unconscious step backwards.

"You're younger than my cloned memories indicated..." Sage remarked idly, still staring at him in open fascination. "Gather your friends, Scott. I can only hold Sinister for so long. I had the advantage of surprise this time. She'll be much more guarded in the future."

"It's Cyclops to you." Cyclops snapped back. "NEVER 'Scott'!"

Sage only smiled.

"That temper of yours will require therapy..." she replied with a dark smile, holding up his large, bulky visor.

"You dropped this." she said. He snatched it back, realizing he had completely forgotten it in the chaos. He backed away from her still smiling figure.

Cyclops started running, finding it more difficult to breath as the pain from his ribs swelled even more from the stress placed on active movement. The rage was keeping him up, but it would not do so forever. He had been pushed to the brink all day, and he was at the end of his rope physically and mentally.

And he was starting to realize he hated Telepathy in any way, shape or form, and he had gained an instinctive fear of anybody who was capable of it, all due to running into Sinister.

He stretched out his atomic senses, spotting the Atomic Signature of Danger and Kurt, Danger frantically shooting away debris to keep it from hitting them both and ran as fast as he could, even as his chest burned.

"Danger! Kurt!" Cyclops yelled. "We have to run! Where were the others sent?!"

"I don't know!" Kurt yelled through the chaos of falling debris, Danger still blasting away large chunks as they all tried to run. "It was done in panic. They're probably all over Threshold!"

"My flight systems are offline! I got clipped by one of Sinister's beams!" Danger said.

"HEY!" called out Power Princess from above as she flew in, landing.

"Zarda! We need to find Blob, Toad and Colossus!" Cyclops shouted, staring at the horrid way the flesh of the Giant Sinister continued to shudder everywhere.

Zarda whispered something as she held up her hand and a golden ball of light rose from it, spitting into three and flying away, stopping at different points midair and projecting a beam downward.

"A tracking spell!" Power Princess exclaimed. "They are really far away!"

"Kurt! Bring them here!" Cyclops ordered.

"I can't!" Kurt protested. "I can teleport objects back and forth willy nilly, but I need to be able to see someone to teleport them. If I teleport them far enough that I can't see them anymore, it's a one-way trip!"

"Take him!" Cyclops ordered Zarda. "Get Blob first!"

"Easier said than done but okay!" Power Princess replied grabbing Kurt's arm and flying them up as high as she could telekinetically moving falling debris from the great cavern away from her flight path as Kurt hung on for dear life...

"There! THERE!" Kurt yelled as he spotted Blob angrily punching away falling debris. Kurt without hesitating teleported Blob up to their height in mid-air, Zarda catching him with telekinesis as he started flailing his arms helplessly.

"AM I GLAD TO SEE YOU TWO!" Blob shouted as she flew to Kid Colossus, who was running defiantly through falling pieces of rock, even the largest, mightiest chunks cracking apart on impact against him harmlessly. Kurt AND Blob began to wonder if whether or not Kid Colossus really WAS truly indestructible.

"COMRADES! WE MUST FLEE!" Piotr shouted as he spotted them, being teleported by Kurt up to their height and caught by Zarda's telekinesis.

"You don't have to tell me twice!" Power Princess replied.

"Mein Gott! Even without the charges we planted it looks like Threshold will be destroyed!" Kurt exclaimed as he hung on to Zarda's arm.

"WE GOTTA GET MORT!" Blob shouted.

"On the way!" Zarda replied as they all flew.

Toad, in the whole while the chaos had been going, had been patiently planting the charges on the structural points of the cavern as directed. He had nearly been killed by falling debris twice, and while he had successfully planted the charges, he had been pinned down finally by falling rubble that was too much to lift off him, even with superhuman strength. He was still desperately struggling to lift a chunk of falling building that had just barely avoided truly injuring him due to other debris that happened to be near that partly caught it when it had fallen. He suddenly found himself floating weightlessly next to the others.

"HERR TOAD! FEEL LIKE A LIFT, JA?" Kurt shouted.

"You kidding? Let's get outta here!" Toad shouted in relief to still be alive. He had been just on the verge of starting to make peace with the idea of dying.

The five eventually got back to Cyclops and Danger, busily holding their ground near a tunnel entrance at the edge of Threshold, Cyclops blasting away what debris he could with the shotgun, due to still being too injured and in pain to use his optic blasts.

Blob and Toad grimaced as they saw Sage slowly backing away from the Giant Sinister, hands pressed to her temples.

"We must run! I can't hold her much longer!" Sage yelled.

A piece of debris clipped Sage in the shoulder and she felt something break, losing what little hold she had over Sinister.

Everyone was instantly flattened by a telekinetic field as Sinister shrunk back down to regular size and quickly walked towards them.

"I'm impressed Cyclops!" Sinister praised sincerely. "It's been a long, LONG time since anyone managed to delay me even five minutes, let alone ten!"

No one could move. Sinister smirked.

"Unfortunately, there are penalties for defying me. Who shall I kill first, Cyclops, old buddy?" She asked mockingly.

"How about yourself?" Cyclops snarled. "Save us the trouble."

"You talk a lotta trash for a common murderer, Essex!" Toad shouted defiantly. "THAT'S ALL YOU ARE! THAT'S ALL YOU'LL EVER BE!"

"Ah, we have a winner. This disgusting excuse for a frog..." Sinister sneered as she gripped Toad with her mind and dragged him towards her.

"I think I'll pull those legs off first, Mortimer..." Essex gloated as he hovered helplessly before her "Let's see you hop your way out of this one..."

"Go to hell you Count Orlok-lookin' Rip-Off..." Toad snapped back, refusing to show any more fear to Essex after a lifetime of mental and physical abuse at her hands. "You look like a supervillain thought up by a sheltered kid."

Toad was discovering he had a talent for insults, because he noticed his reply seem to genuinely get under her skin.

"I'll save that wicked tongue of yours for last..." she snarled as he began to feel his legs start to get pulled from their sockets.

Not knowing what else to do save one last show of defiance, he did something he would have never dared to do at the orphanage...

Toad fired his Mucus at her. Right in the face.

Sinister tried to stop it with telekinesis...but like the buckshot from Carter Slade's Shotgun, Sinister found to her surprise she couldn't stop it.

She had studied small samples of his spit before. But she had never tried to manipulate it with her mind, thinking such an act beneath her dignity.

It impacted on her face, and all she felt was intense, blistering pain as the Mucus seeped into her skin and began to burn like hydrochloric acid.

She screamed, dropping him, in so much agony she couldn't concentrate. Toad spin-kicked her far away, held up the detonator he had kept concealed in his suit's pouches and pressed the trigger.

The rumble shook all of Threshold. The ground began to collapse inward at the center, the cavern ceiling started to fall completely, for it was a general cave in.

Danger immediately signaled Mystique and a portal open behind them.

"RUN! RUUUNNNNN!" Mystique shouted.

Everybody scrambled for the portal. Toad was the last one in, finding himself aboard the now severely crowded Stealth Jet they had been using since this had all begun, just barely within the limits of its weight tolerance, when he was shoved out of the way of the portal by Xavier, holding up a larger, more ramshackle version of the satellite-dish like gun he had used to disable that Dynamo Suit in Egypt (SEE: TOTAL X-MEN #4).

Toad, bewildered at first, shrank back in terror when he saw on the other side of the Portal that the brutally injured Sinister, body half melted by Toad's mucus, was on the verge of reaching them.

Xavier grimaced and fired pink concentric waves of psionic energy from the device, paralyzing Sinister just as an utterly massive piece of rubble started to fall from above and Mystique closed the portal, collapsing in exhaustion. Kurt went to Mystique immediately, cradling her unconscious form. Cypher was flying the Jet and no sooner had the portal closed than Xavier's device sparked and caught fire. He immediately dropped it and put it out with a small fire extinguisher.

The Nude Loki statue had been secured to one side, Storm, still unconscious, strapped to one of the seats for her safety, along with the Mutant Assassin known and feared by the Morlocks as Bobby.

Cyclops had no more energy. He too fell unconscious.

Xavier wheeled on Cypher.

"Get us the hell over to Hank's mansion as fast as possible..." he ordered, having not forgotten about the items Loki had given them (SEE: TOTAL X-MEN #5) nor the mailman Arcade had nearly murdered being treated by the Night Nurse LMD (SEE: TOTAL X-MEN #14).

Cypher nodded grimly and set course, the Jet leaving the remains of District X with its stealth mode engaged.

They set down in cloak mode in the discreet Hangar entrance on the mansion grounds.

"Mister Wagner, I need your help..." Charles said to Nightcrawler as the young mutant helped an out cold Cyclops into a seat, strapping him in next to Bobby.

"Ja, Herr Xavier?" Kurt asked.

"Mystique has been explaining to me the exact nature of your abilities. There are items we must retrieve from my associate's vault. And we must check up on a severely injured man and see if it is safe to move him." Xavier explained.

"The Jet is already crowded, Professor! It will take one more person, at most!" Cypher said, getting out of the pilot seat. "More than that and it won't take off!"

"Damn." Xavier snapped.

They had been utterly humiliated tonight. There had been no victory except survival...

"Professor, my flight systems repaired while we flew here. If you want, I can lighten the load by flying next to your jet." Danger offered.

"A sound plan. Follow me then..." the Professor instructed, shuddering as he caught a smiling Sage observing an unconscious Cyclops. But he had no choice but to trust Danger on her claims of the Essex Clone being safe.

Danger, Kurt, and Cypher followed him into the damaged hangar that doubled as Hank's equally wrecked lab. Toad followed also, deeply rattled at how close to death he had come.

"Mein Gott, what happened here?" Kurt asked.

"Arcade..." Xavier and Toad answered grimly at the same time, leading him to Hank's Carbonadium vault. Xavier frantically looked for an undamaged computer, found only a mildly damaged one and ripped open the back plate on it and hotwired a few things, and the screen flickered to life with a camera feed of what was in the vault. A strange Black Chalice, a ring, a strange helmet seemingly made of bone and covered in runes, and the very first Visor Cyclops had acquired. Toad raced off to get the items he had acquired from the semi-erased reality from the upper parts of the mansion, calling down the elevator.

Kurt concentrated and teleported all the items he saw outside the vault at Xavier's feet.

"You have an amazing gift, Mister Wagner..." Xavier praised solemnly as he put it all into a plastic basket nearby and carried it. "Danger, let's check up on Night Nurse and her patient."

Danger nodded and followed them into the med section.

Xavier knocked on the sealed door.

"Nurse? It's me! Open up!" he called out.

The Night Nurse, an LMD designed to look like a slim but somewhat voluptuous woman with pale skin and curly brown hair in a sleek black nurse outfit that almost resembled a cocktail dress with matching stilettos in and a black nurse's cap opened the door, blinking at the new crew.

"How's our patient?" Xavier asked.

"It was touch and go for a while...I almost lost him four times. But I managed to stabilize him enough that I think he can survive a trip being dropped off to the hospital..." The Night Nurse explained, leading him to the unconscious mailman. "Of course, I cannot ensure his survival beyond the confines of our current facility..."

"You did very well..." Xavier assured her before turning to Cypher.

"I hate to ask this after everything you have been through, but we simply must leave this man in the care of the authorities...and pray he doesn't remember anything when he wakes up...IF he wakes up..." Xavier said. "I promise, I will bring you back to us as soon as we can, Douglas. But the rest of us dropping this man off simply risks bringing too much attention if we get caught leaving him."

"I'll be discrete, Professor..." Cypher vowed.

"Here..." The Nurse LMD spoke, her hand splitting open to reveal a hypodermic needle whose vial was filled with green liquid. She injected it into Cypher's arm.

"That should help with the worst of the bruises..." The Nurse said.

Cypher's wounds began slowly but visibly receding.

"Thanks." he said as he began to open the medical capsule, rolling a gurney out. "I'll take one of Doctor McCoy's old cars to transport him."

Xavier then turned to the Nurse.

"Night Nurse, I'm afraid you have more of a part to play in this than I first anticipated. I need someone who can treat the wounds of Mutants when I am unavailable. You are my only candidate for that."

"I am happy to lend assistance..." The Night Nurse replied.

Just then Toad came barging in carrying Magneto's helmet, Spider-Man's Webshooter, and the Visor of of the Dead Cyclops he had found in the semi-erased reality (SEE: TOTAL X-MEN #12), and the tip of Loki's Spear from 30,000 years into the future (SEE: TOTAL X-MEN #7). Breathlessly, he tossed the strange items into Xavier's basket.

"Now we can leave..." Toad said. "To Wyndham's Savage Land, right?"

Xavier shook his head.

"I'm afraid we will have to delay. None of us are in any condition to go anywhere near the Savage Land. We are mentally and physically exhausted and some of us are heavily injured. The Savage Land demands extreme attentiveness. Until we recover sufficiently, locating that Helicarrier Hank was taken to must be put on hold. And there are too many unknowns in our group right now." Xavier answered. "We will all be heading back to New York. For at least two days. And pray that Hank is still alive when we finally have the strength to seek him out."

Toad nodded and the group left Cypher, heading back to the Jet.

Xavier scowled at Sage, catching her still staring at Cyclops, seemingly not caring that everyone still conscious on the Jet was staring at her with a look of fear.

"Miss...I hate to point out the elephant in the room. But-"

"You don't trust me..." Sage finished for him.

"Did you read my mind?" he asked crossly.

"I don't need to. And I never would without your express permission..." Sage replied, rising. "I am merely concerned for Cyclops..."

"Why?" Xavier asked.

Sage smiled, her glowing red eyes squinting in dark amusement.

"Let's just say the original me...before she became that thing you fought tonight...was once a very different person..."

Xavier only scowled again and headed to the pilot's seat...

The Stealth Jet lifted off, engines straining under the weight but it took off into the sky nonetheless...

Everyone kept a wide berth of Sage as she went back to obsessively staring at an unconscious Cyclops...