Summary: This is a mildly violent (hence the PG rating) action adventure that's more in line with the mid-ninties television cartoon. It features an entity I invented called Darkcloud as well as all the main X-Men from the cartoon, with a couple of others doing cameos!

Chapter 1

It was a particularly dark night in New York. The moon and the stars were hidden behind thick clouds that were threatening more rain. The few people who were out were huddling into their coats to guard against the wind and walked at quickened paces, thinking only of getting home. One man walked the streets unconcerned by either the chill wind or eerie darkness. In fact, he usually preferred the darkness, though it did little to improve his mood that night. Not even the shabby conditions of the buildings he walked amongst, the tensions, the despair or the malice of this shadowed corner could instil in him a sense of achievement or inspire him to spread all that and worse.

He was not really a man of course, though it was a very effective disguise. He was so much more than a normal human being, more, even, than the mutants with their superhuman abilities. To him there was little difference between the two. He equally despised both. The only pleasure he took from them was through their destruction.

Anger boiled up within him, yet he neither quickened nor slowed his pace. His shoes continued to make a steady slap, slap on the muddy ground. He did not clench his fists and no part of his body showed his inner feelings, except his face. His teeth were clenched, muscles drawn tight, fury seemed to rise from him as steam, but it was his eyes that were the most frightening - their soulless gaze sparkled with cold malevolence, and with the promise of oblivion.

The sudden, high-pitched cry of an angered cat did not break him from his destinationless march, nor did he care when a second cat tore across his path, the loser of some territorial struggle. Such low creatures were beneath his concern. But then, he reminded himself, so were homo sapiens and homo superior, or at least they should be. So why weren’t they? Why did so many still walk the planet, and how was it that they did not spend their every moment afraid for their very existence?

That was what he wanted. Death and destruction. Fear of death and destruction. Over the thousands of years he had existed he had tried many things, many different ways of reaching his goal, and yet he had thus far failed. He could never be destroyed, for he was eternal, but people still lived, so he had failed.

Disease. Famine. Fire, flood and war. Whatever he did people still survived, sometimes weakening or even imprisoning him for a time. Always delaying the inevitable, never acknowledging that the ultimate goal in life was death - something that reached all beings, despite intelligence, position and wealth, in time.

Turning a corner he stopped, lurking in the shadows. He had known four humans were there, as he had sensed their intentions, and something about them had drawn him to watch.

They had all been running and were drawing breath more rapidly than they would usually need. One of them drew air desperately, in fits and starts, his panic and fear apparent to all. The other three faced and surrounded this one, who had backed himself against a wall. He had nowhere to run, even if he could. One of the three stepped forwards, though the man knew that this boy - for all were barely adults - was not the leader.

The man did not listen to their words. He already knew their intentions and what the outcome would be. The aggressor who had stepped forwards was buried in rage. His foe owed something to him, something he could not pay, so the aggressor decided to take his payment in blood.

Perhaps had the man not been there the weak one would not have been killed. He knew that his presence would twist fate in that direction; otherwise the boy might just have suffered a beating. But causing this eventuality was not the reason the man had been drawn there. It was because of one of the three, the one who stood slightly apart and wore a smug expression that normal humans would miss without the light. This one was satisfied. He had not been happy with his leader. His leader was keeping him from taking the control he thought he deserved. So he had set things up, influenced events, and now his leader was dead on the floor. He now had the power. He had used others to reach his goals. The man stepped away from the scene, intrigued by his thoughts. Perhaps his problem was that, although he was powerful, he was still just one. He could gain power over some, and use them to destroy others, cause dissention and chaos, shatter trust and force people to separate, making them ripe for the picking.

Yes, he smiled inwardly. In mere seconds he had already worked out many of the details of his plan. He knew exactly where to start. He knew how to bring about his goal, his purpose, his name.

Apocalypse.

It was later that week in Salem Centre, Westchester county - upstate New York. A mansion at the end of Graymalkin Lane, usually a quiet seeming place, was officially known as Professor Xavier’s School for the Gifted. The phrase was sufficiently vague so that very few people actually knew what went on within those walls.

Charles Xavier’s students were indeed “gifted” but not in the way you might think. The students and their professor were all mutants - humans who through an abnormality in their genes possessed some sort of extra super-human ability. Professor Xavier, for example, was a powerful telepath. The purpose of his school was not only to train young mutants to control their powers, but also to teach them how to live amongst regular humans as equals.

The professor’s philosophy that mankind and mutantkind could live together in harmony was well known, if not widely accepted. There were humans who wanted to destroy all mutants, and mutants who carried similar sentiments towards humans. Both of these groups often became violent, and when this happened, especially with mutants, Xavier’s students would go into action, each working under a codename and collectively thought of as the X-Men.

That morning the professor was sitting in his wheelchair (actually it had no wheels - it was bright yellow and could hover a few centimetres off the ground) in the Briefing Room, a focused but grim expression on his face. A loud alarm wailed through the mansion, alerting the X-Men to an emergency and calling them to the room. The professor was sat at a computer monitor looking at the screen, with the headpiece he had just taken off next to him. The headpiece allowed him to connect to Cerebro, a computer designed to extend his telepathic abilities.

The first three to reach the room were three of his first students. Scott Summers, known as Cyclops, had the ability to shoot energy beams from his eyes. Activated by sunlight the only way to block his power besides closing his eyes was using ruby quartz, which he wore either in sunglasses or in a visor. Jean Grey, recently married to Scott, was currently without a codename though was formally known as Marvel Girl. Her gift was telekinesis, the ability to move matter by thought, and she also had some telepathic ability. Henry McCoy was also known as the Beast because of his unusual appearance. Covered with blue fur Hank also had a muscular body and improved agility. Anything but a beast at heart Hank’s awesome intellect was a valuable asset to the team.

“What’s the problem, Professor?” Cyclops asked before he’d even got through the doorway.

Normally he would wait until all the X-Men had assembled before explaining the situation, but in this instance, he didn’t have much to say. “Juggernaut is attacking a Federal prison,” Xavier said with the voice of barely controlled anger and annoyance he used whenever he described his stepbrother’s less than wholesome activities.

“What! Why?” Cyclops demanded in surprise as Beast made noises of disapproval.

“Seems he’s decided to release the prison population,” Xavier grated.

“Hm. Seems a trifle mischievous for Cain,” Beast pointed out thoughtfully.

“What’s the big emergency?” Wolverine’s voice called, heralding his own arrival. Logan - Wolverine - was a Canadian mutant with a quick temper. Given his superhuman senses and excellent reflexes, he often relied on instinct and not planning to guide his actions. However this combined with his miraculous healing ability and the adamantium coating his bones (grafted on by scientists), including three extensible claws on the back of each hand, made him a formidable fighter.

Behind Wolverine was Ororo Munroe, known as Storm because of her ability to control the weather. Having grown up in Cairo, Storm had dark skin, and seemingly unnaturally white hair. Trying to peep over their shoulders was Jubilation Lee, or Jubilee, a Chinese-American girl only aged fifteen, with the ability to shoot firework-like plasmoids from her hands. Given her age her powers were not fully under her control yet, both reasons why Xavier tended not to let the enthusiastic Jubilee out into battle.

While Wolverine was only known as Logan, Rogue went by no other name at all. Her auburn hair had a distinctive white streak, and being from Mississippi Rogue had a strong southern accent. Rogue’s first mutant power was the ability to absorb the energy, memories and mutant powers of any person she made skin contact with. An accident involving this power made her permanently steal the ability to fly, near invulnerability and super strength of a mutant named Carol Danvers, as well as a portion of her mind. The final current member of the X-Men was named Remy LeBeau, or Gambit. His ability was to charge objects with biokinetic energy, resulting in them exploding. The Cajun X-Man saw life as a gamble, and in view of this always had a pack of cards, which, in his hands, were a weapon.

“We’re going to the Blackbird,” Xavier announced, referring to the X-Men’s stealth aircraft. “Juggernaut is creating a disturbance.”

“Wo-ho. Party time,” Wolverine announced, releasing then sheathing his claws.

Xavier moved his chair round and towards the door. His students parted to let him through. From the corner of his eye he noted Jubilee’s excitement not to be excluded. He wondered if he should leave her behind. Juggernaut was certainly dangerous, as would be some of the prisoners he might have released, especially if he had got to any dangerous mutants. Then again they could probably use all the people they could get. Reluctantly he decided to let her come, but he would certainly be keeping an eye on her. Cyclops, who was at the professor’s shoulder, quietly said, “You’re coming too, professor?” Due to his obvious mobility problems, Xavier usually stayed behind at the mansion to monitor the situation from there. But this time his brother was involved, and it felt like his responsibility to sort him out. Besides, it was a slightly strange target for Juggernaut to pick. Unless he was trying to get his brother’s attention.

“Yes,” he simply responded. Cyclops left it at that. Being a good field commander himself, Cyclops knew when not to challenge authority, to avoid undermining it. He also had a lot of respect for his mentor.

The Blackbird was the quickest way for the X-Men to get to the scene of the disturbance, but it would be difficult to find a place to conceal it. Xavier flew the craft himself, and although they soon reached the sight of the disturbance, Xavier could see that his brother had already succeeded in ripping a hole not only through the perimeter but through the prison wall as well. Half a dozen convicts were in the field between the two, trying to make good their escape, with only a couple of perimeter guards to challenge them. Juggernaut was nowhere to be seen, meaning he must still be inside the building. There was no time to lose.

“Rogue, Storm,” the professor called his students. “Delay Juggernaut until the rest of us can join you.”

“Sure thing, Professor,” Rogue replied, already opening the main hatchway. Since both women could fly down to the prison under their own power the professor thought it best not to delay. Conventional weapons would be no use against the Juggernaut - his powers were not borne of genetic mutation but magic given to him by a powerful crystal called the Crimson Gem of Cyttorak. His strength was hard to match and his metal armour had few weaknesses. Sometimes referred to as “the Unstoppable Juggernaut,” once Cain Marko starts moving there is no way to stop him.

It would take all of the X-Men to contain him.

It was amazing how you could get used to stepping out of an airplane and into the open sky, with the ground far below and nothing but air around you. But when you know you can fly there’s nothing scary about it, in fact it could be quite fun, or at least Rogue thought so. Rogue left the plane with Storm right behind her, and the two shot down towards the ground, not waiting for gravity to claim them but actually propelling themselves downwards. Both had spent quite some time in the air and flew elegantly in formation.

Slowing at the last minute they landed in the entrance Juggernaut had ripped into the wall - the guards could handle the escapees; they were after the main player. Crumbled bricks lay strewn about the floor. Loud alarms blared within the building. Without hesitation they went in. There were no guards at the hole, probably an indication that it was taking every one they’d got to tackle the unexpected visitor. The bars had been ripped away from many of the cell doors. A couple of prisoners remained in open cells, either having decided to remain to see out their sentences or having decided that they would probably be recaptured and face more charges if they tried to escape. Or, more likely, they were scared senseless by their would-be liberator who they had no doubt mistaken for a mutant, and had decided they were safer where they were.

Juggernaut had gone down the corridor to the left, heading towards the closest corner of the building. To the right of the hole prisoners still remained in their intact cells, staring wide-eyed at the arrival of yet more mutants.

Storm led the way around the corner as they followed the path of devastation. They stopped short when they were presented with a choice - onwards or to the right, both paths had ripped cells.

A loud crash from above their heads made both X-Men look up. There were faint sounds of lasers and fearful screams. Now with a destination in mind they looked frantically for the quickest way up, but they couldn’t see any stairs. They might have to split up, or: “How ‘bout through the ceiling?” Rogue suggested, wincing with the thought of making more damage herself, but thinking it necessary.

Storm hesitated as she glanced down one corridor, looking for signs of a staircase, but another crash from above decided her. “Up,” she agreed. Rogue sprung into the air, fists outstretched and slammed into the ceiling, leaving a dent. Hoping that would give anybody standing there warning to move, Rogue struck again with her fist, this time ripping a hole easily wide enough for her to get through. Up she went through the dust and debris into a smashed-up office with a couple of escapees, several guards and with Juggernaut not one metre away from her, his back turned.

“What’s this?” Juggernaut’s deep, gruff voice demanded as he turned to face the new arrival.

“Hi sugar,” Rogue said sweetly, still hovering above the hole she’d created. “Now why don’t you settle down?” Hoping to catch him still off guard she struck him in the chest, putting in more energy than she had with the ceiling/floor, but with much less result. Juggernaut barely staggered back a step.

Storm shot up through the hole, already aware of the particles of air in the room and drawing them towards her, which she then pushed towards Juggernaut in a strong wind. He backed up another step. Rogue pressed their advantage by delivering him a couple more blows from the side, her fists hurting from striking the unyielding metal and muscle. Juggernaut twisted to the side, digging his feet into the floor and actually wrinkling it. In the same motion he swung a massive fist, at least twice the size of Rogue’s, and caught her square in the chest and sent her flying into the wall. She dropped to the ground, winded. Some of the prisoners tried sneaking off in the commotion, but the guards who were still standing shook themselves from their dazed stupors and decided they were better suited for containing their charges. One or two decided to take a shot at the battling mutants, but their aim went wide. The Juggernaut had turned his attention to Storm and was taking a couple of menacing steps towards her. For Storm it was important to keep her adversary at a distance since her powers were less useful at close range. Knowing this she had trained in hand-to-hand fighting, but she had no chance of matching Juggernaut’s strength - even Rogue couldn’t, and she was the strongest X-Man. In contrast, Rogue’s powers were nearly useless at a distance.

Through a barbed window Storm could see the rest of her team-mates approaching the building. Emboldened by the approaching reinforcements she decided to change tact. This time she summoned the cold, aiming ice at the small section of Juggernaut’s upside-down bowl helmet that left some of his face exposed.

“Hey!” he cried as bitter-cold ice grew on his eyes and mouth. He frantically scooped at it with his fingers. She kept it coming. Out of the corner of her eye Storm noted that Rogue was back on her feet. With perfect coordination Storm set to turning the ground beneath Juggernaut’s feet to ice just as Rogue took briefly to the air and slammed into him. With nothing to grip onto Juggernaut was carried some distance before falling to the floor, shaking it with the impact. Rogue landed next to him.

“Had enough?” Rogue demanded. By now they were the only three in the room. The guards had removed the prisoners and their felled comrades.

“I’m just getting started!” Juggernaut declared as he swept his arm round, knocking Rogue’s legs out from under her.

Storm hurriedly prepared more snow as Juggernaut and Rogue raced to get back on their feet first.

“Hey darlin’,” a voice from below distracted her. She turned and peered down to see Wolverine grinning up at her. “Be up in a second.”

“How ‘bout we bring the party down to you?” Rogue called. Unexpectedly she leaped into the air and brought her full body weight down onto Juggernaut’s shoulders. Storm quickly realised she meant to knock him over into the hole, so she covered the floor next to it with snow. The tactic worked again and Juggernaut toppled over.

Rogue released her grip and hovered in the air as he fell through the hole, but he grabbed her ankle at the last second, dragging her with him. Rogue slammed painfully onto the ground, which cracked slightly from the duel impact of having her and the Juggernaut crashing down on it. Feeling his grip release from her ankle she rolled away to the side. Storm landed next to Wolverine, who had leaped nimbly out of the way when Juggernaut began his descent. Wolverine already wore a snarl and had his claws ready for a fight. Also in the corridor were Cyclops, Jean and Professor Xavier. The others had evidently remained outside to help the guards and to block the exit.

Juggernaut climbed back to his feet looking none the worse for wear and grinned viciously at the new arrivals, his gaze settling on Xavier.

“Oh, there you are, Chuckles. I thought for a minute you’d only sent me two of your X-Clowns. I was hurt,” he snivelled mockingly. Wolverine growled menacingly.

“What are you up to, Cain?” Xavier asked before Wolverine could attack.

“Doing? What does it look like?” Juggernaut said condescendingly.

“I can’t see what possible good this could do you,” his brother replied, undaunted.

“Then use your imagination.” Juggernaut had had enough chatting and wanted to get back to the fighting. It was the fun part of his assignment. And the best way to get the X-Men to fight him was so sweetly obvious; he charged at their beloved leader.

As he expected Wolverine jumped him from the side just as Cyclops blasted him from the front. Alone the attacks were negligible but together, and given that he had already been fighting a while, they were more of a concern. He threw Wolverine off and was treated to a blast of cold air from behind, then another blast from Cyclops to his legs. He began to wonder if enough was enough, now that the tables were turning against him. Surely he had made this little episode last long enough?

Wolverine was back up and slashing with his adamantium claws. Xavier and Jean were trying to affect his mind, something his helmet was particularly good at blocking. But the X-Men had proven before that, if they worked together, his helmet could be removed and he would be vulnerable to psionic attack, and Juggernaut could hear some approaching police sirens. The humans were finally bringing some back-up, he thought with a sneer, but at the same time he decided it was time to go. His employer did want him back, after all.

Wolverine leapt up at him. Having seen Rogue coming in for an attack Juggernaut grabbed Wolverine and threw him in her direction. “Sorry kids, I’ve got to go,” Juggernaut said with exaggerated remorse. A swing of his fist and the prison had yet another hole in the wall to deal with. He charged through without pausing.

Cyclops looked to the professor. They had Juggernaut on the run. Maybe they could capture and contain him, though that would take a big fight, and once they had him there were very few places that would be able to hold him for long. You just had to look at that prison.

The professor sighed. “Let him go.”

Wolverine grumbled at the command but was too busy untangling himself from Rogue to do any worse. Having got to his feet he offered a hand to pull Rogue to hers.

“Professor, we should at least go and help the others,” Cyclops pointed out.

Xavier agreed after a moment. He was still thinking about his brother.

Forcing his thoughts back to the matter at hand he led the way to the front of the building. Beast, Gambit and Jubilee were helping the guards lead the rounded up prisoners back into the prison. Xavier was pleased to see that the guards and the police, or at least those in command, were happy to have the X-Men’s help. The man in charge informed them that four prisoners were still unaccounted for. When Xavier sat quietly a moment and then pointed out the direction they had fled in, and how far away they had got, the man thanked him for the help and sent some people in the same direction. When Xavier offered his students’ help he declined politely, saying they had done enough.

It was heartening that those people didn’t react harshly to the presence of mutants, especially when they could easily be blamed for the damage that had been caused. But this didn’t keep the professor from thinking quietly to himself. He was still detecting some sort of enraged or somehow evil presence, but it was faint, and just a feeling. Xavier also couldn’t shake the feeling that he was missing something, or had missed something.

Chapter 2

“Yes. Yes,” the man’s deep voice was quiet but triumphant. He stood in darkness with only occasional flickers of light catching him. The light came from within a small laboratory, entering the main room through a two-by-one metre window. The brief flashes of light were becoming fainter, as if trying to penetrate fog. The fog grew thicker and darker as the man watched on, riveted and hopeful. After one last burst and a noise like a clap of thunder the lab became still and the main room plunged into darkness. The only remaining light came from the buttons of an advanced computer consol.

“Process,” a female voice began hesitantly. She stopped to try and bring moisture back into her mouth. “Process seventy-four point eight five percent successful.” She cringed, waiting for the man’s outburst. He expected no less than one hundred percent, especially since they only had one shot. And he had a powerful temper.

The silence seemed to drag for eternity. The woman wished that they at least had a light on, so she could see the man coming.

“So be it,” he said at last. She nearly collapsed with relief.

The light came up suddenly. She didn’t know how it was triggered, but she knew he was responsible.

Now that she knew he would let her live a while longer she allowed herself to feel the small amount of pleasure and hope that accompanied the less than perfect success of the experiment. She didn’t want him to succeed, didn’t want to help him, wished she wasn’t there. But his failure would be her failure, and he punished others’ failures with death. With a slightly trembling blue-skinned finger she brushed a lock of red hair from her face. She watched the man cautiously as he approached the observation window. He was currently about six-foot tall with dark hair and broad shoulders, but it was as easy for him to change his appearance as it was for her to change her own. This was why she was not surprise when he seemed to melt outwards, getting larger instead of smaller, clothes and flesh turned to metal as the man revealed his true appearance - the robotic form of Apocalypse.

She knew what he was doing. He was showing the fog-like substance in the lab that he was the same being who was responsible for its transformation, the being it now had to serve. She shuddered at the thought that this fog was probably once a person, if so probably a mutant. Apocalypse needed to create a tool and a weapon, even though his interests lay in destruction. She doubted he was capable of making something from nothing, though she knew he had altered others before, making them into his four horsemen. She had helped him in that, too.

“Mystique, specify the exact errors,” Apocalypse commanded without turning. She hurriedly looked down at the small display on the consol and scanned down a stream of numbers with some text. “Its ability to gather into a solid form is largely non-existent,” she began.

“Not a concern,” he informed her without hesitation.

“And it can’t disperse itself much more than you see now,” she continued.

“Hm. That will be more of a problem.” In truth, he wasn’t telling her anything she didn’t all ready know, or anything she hadn’t guessed at. He didn’t want people to be able to see it coming, but he was unlikely to need it to take human form, in fact it would probably be less vulnerable to attack in its current state.

“Endurance and strength slightly lower than expected,” she said, referring to its one real function. She decided it would be best to finish on the good news, so added, “Intelligence, loyalty and obedience are as you wanted.”

Her attempt to distract him from the errors didn’t work. “Can it still perform its function?”

“Oh yes,” she confirmed quickly. “It’s just that it may take a few seconds to gain control. It can possess as many people at once as you want, but… well, it might need time to withdraw and regenerate.”

“So I will need to be able to contain the hosts while it does.”

“Or simply recapture them,” Mystique suggested. Then, before she could stop herself, a small groan escaped her mouth as something on the display caught her eye. This was going to cause trouble.

“What?” Apocalypse demanded, turning to face her at last.

She wet her lips. “It may not be able to control psionics fully,” she said weakly.

“All psionics?” he pressed, his tone becoming menacing.

“Uh… no. Just telepaths, stronger ones, anyway.” Seeing that this was barely consolation she added desperately, “But they still shouldn’t be able to affect it using their powers, it’s just that it might not be able to possess them effectively.”

“So, a stand off then,” he muttered to himself. “Neither can harm the other.” Silently he reassured himself by remembering that he did not need all people under his control, just enough to destroy the others. The telepaths would just have to be numbered among those destroyed sooner, rather than kept until later. Still, this was a weakness, and he despised weakness.

Mystique waited awkwardly while Apocalypse thought in silence. There was nothing more for her to do at the moment, and she didn’t dare leave without his dismissal or even ask to be dismissed. Finally he turned his attention back to her. “We need to test my new creation.”

When he didn’t continue she presumed he meant her to get everything ready. “I can get the mutants you hired to go and find somebody - ” He cut her off. “Just bring one of them down.”

“But,” her mouth started to protest before her head could warn her not to. She had been going to say that they were allied and loyal to him, and that he didn’t need to use the, the thing on them. But he was too impatient to find another test subject. And he didn’t like to be questioned. “I’ll go get someone.”

“Be quick about it,” he warned.

It was a great relief to finally leave the madman’s presence. It was a false comfort though. Mystique was no safer making her way through the corridors of Apocalypse’s huge facility towards the mutants’ rooms then she was in the laboratories with him. No matter how far away she got, she would never be safe. He had proved that by finding her when everyone else thought her dead.

During Mystique’s life she had done any number of questionable deeds, using her mutant shape-shifting abilities to change her body into that of another. She was probably most well known for founding the second Brotherhood of Evil Mutants, and leading her band to try and assassinate Senator Kelly. The latter incident was done under Apocalypse’s order, and actually didn’t occur much after she helped him to turn four mutants into his horsemen. After that she had had less contact with him, and then none after a certain event maybe eight months ago.

Mystique had been reunited with her sons, by different men. Graydon Creed was a normal human driven near insane by his hatred of mutants, especially his father, Sabretooth. When he returned to the Friends of Humanity, an anti-mutant organisation of his creation, after some time spent institutionalised, he tried to re-take command, only to be informed that he had much more than just a mutant father. To prove his loyalty he decided to exterminate his unwanted relatives. Mystique was this twisted person’s mother, though she had simply left him after he was born with his father and had no part in his upbringing.

To save her own neck she agreed to help track down Kurt Wagner, known as Nightcrawler, his half brother with the power of teleportation and demon-like appearance. She had abandoned this child when he had been born with blue skin, like she had in her natural form. The people in the German village where she lived thought him, and her for baring him, a monster. After dropping him in a river she had not expected him to be rescued and adopted.

Mystique lured Nightcrawler into Creed’s trap by sending word that his birth mother was in trouble and needed help, not knowing that he had gone to the X-Men for help. To her dismay, Rogue had come with some others. Mystique had adopted Rogue after the young mutant had run away from home and raised her as part of the Brotherhood. After Rogue permanently stole the powers of Carol Danvers she left Mystique and joined the X-Men. Creed was more than happy to try and take his adopted sister’s life as well. Needless to say they had all escaped, but it was during that time that Mystique had changed - on the inside for once, instead of the out. During the brief time she had had to speak with Kurt she learned that, despite everything she had done to him, he wanted to forgive her, and prayed to God for strength. Something about his faith, and the way that he didn’t hate her despite his obvious pain had touched Mystique deeply. So when Creed had raised a weapon to shoot his brother she had taken the blast for him. It had knocked her off the walkway over a dam where she stood. She never let her children know that she had survived. She simply left, to be alone.

Since then she had not been involved in any criminal activity, until now. Apocalypse had found her, how she didn’t know, but as he often told her, he knew far more about the world than anyone else could imagine. Another of his explanations of why it must be destroyed.

She hadn’t wanted to go with him. He hadn’t given her the choice; she had simply found him waiting in her home one day. Startled and afraid, she made only minimal protests against going with him. That was probably a good thing. If she had done more, or tried to leave, he probably would have killed her, even though, at the time, he had revealed nothing of his plans. Now she was mostly resigned to helping him, although she kept telling herself that she would take the first opportunity to escape, the moment Apocalypse’s back was turned. After all, Apocalypse trusted her, she hoped.

The mutants were in the communal area by their rooms. Their host was treating them well, by all appearances. She wondered how many of them realised how hard it would be to escape, and the penalty for trying. Scanning round the ten faces, the vast majority were known to her. Would she feel better or worse taking someone she knew to be experimented on, even though they were all criminals?

She decided to leave it open to them. “Apocalypse needs a volunteer.”

It was a long day for the X-Men. No sooner had they returned to the mansion after helping out at the federal prison than they heard a live news bulletin of another mutant disturbance. Now two attacks could have been a coincidence, but when a third broke out they all began to wonder. It could have been just down to bad luck, or maybe one had inspired the next. The professor certainly seemed to doubt it, but the problem was that there was no pattern to the outbreaks, and little to be gained from each apart from causing seemingly random mayhem.

After all that work, Rogue thought she should have been tired. She was, but she was also restless. She couldn’t seem to settle down so decided to go for a walk in town while it was still light. Plus, she thought, you never know what you might stumble across. There was a chance, albeit a small one, that she might find out something useful.

They had been having heavy rain earlier in the week and Rogue was pleased to note that it seemed to have passed. She suspected it was still a little chilly for the time of year though, but it was hard to tell with her near-invulnerable skin.

Back at the mansion she had changed from her uniform into normal clothing, but for her that meant trousers, a long-sleeved high-cut top and gloves, so that there was absolutely no chance of accidentally making skin contact with someone. She never had found a way to control her absorption powers.

The street Rogue walked down wasn’t particularly busy but she ignored anybody she did pass. Truthfully she would rather have gone for a fly than a walk, but people tended to panic when they saw another person flying unaided overhead.

Rogue was considering cutting her stroll short and getting back home when someone bashed into her. The woman had come tearing out of a side alley, head bowed. She had neck length red hair and wore a trench coat.

“Watch where you’re going,” Rogue said irritably as she helped the woman right herself.

Nothing would have prepared her for the shock of seeing the woman’s face. She had blue skin, the whole of her eyes were yellow and she wore a tiny skull at her hairline. But that’s not what alarmed her. What alarmed her was that she knew this woman.

“Mama!” Rogue blurted but instantly regretted calling her that. She would have seemed much calmer if she had simply called her “Mystique” and she would rather not have acknowledged the tie between them.

“Rogue?” Mystique seemed just as surprised to have run smack into her daughter. Well, Rogue thought ruefully, probably not as surprised, since she wasn’t presumed dead.

Rogue felt such mixed feelings at being face-to-face with her mother that she forgot for a moment that they had collided and didn’t think to inquire into why she was running. Part of her had suspected that Mystique had survived the fall - nobody ever found a body, though it could just have been washed away. Maybe part of her wanted to believe she was alive, because, despite everything, Mystique had been her mother for a number of years. The tiniest part of her might have been relieved at her “death”. It certainly removed some complications and conflicting loyalties from her life.

Part of her was greatly relieved to see Mystique alive and well - somewhere buried beneath the shock of seeing her alive and well. But she was also getting angry at her for letting everyone think that she was dead. “What are you… what… why didn’t you…?” Rogue couldn’t decide which question to ask first.

Mystique interrupted her, putting her hands firmly on Rogue’s shoulders and looked her seriously in the eye, letting some of her desperation show. “There’s no time to explain. I have to go!” She glanced quickly over her shoulder the way she had come before stepping around Rogue. “Go where?” Rogue demanded. When Mystique didn’t stop Rogue followed at her heels, Mystique was pleased to note. “Who’re you running from, Mystique?” Rogue had put her finger right on the problem. With her shape-shifting ability it shouldn’t have been a problem for her to get away. Rogue wondered if she was being tracked some other way.

Mystique was reluctant to stay with Rogue because it was possible her pursuer would recognise Rogue and make the connection, but on the other hand, they were searching for one person, not two. They probably wouldn’t expect her to hook up with someone.

Mystique halted briefly to look back over her shoulder, then turned her back to the street and changed shape. She became a woman slightly taller than Rogue, with long brown hair, brown eyes, and generally without any remarkable features. “Cross the street with me and keep going,” Mystique instructed.

Rogue didn’t argue, but she had to hurry her step to keep up. “Slow down, act natural,” Rogue admonished quietly.

“You’re right,” Mystique admitted as she slowed to a walk. She took a deep breath to steady herself. “Let’s go down the alleys on the other side, out of view.”

Rogue realised that she probably shouldn’t be getting involved in whatever trouble the shape-changer had gotten herself into. But she didn’t want to leave without getting the answers to a few questions. It occurred to her that maybe Mystique knew something about recent events.

“Sure,” Rogue agreed.

When they were out of sight of the main street and had taken a few random turns Rogue set her mind on questioning Mystique, cautioning herself not to blindly take the woman’s word as true. While Mystique certainly looked like she was afraid and running from something it didn’t necessarily mean that she was. Shape-shifters had to be good at acting the part of whoever’s form they took on. They could lie and fake emotions quite expertly.

“So are you going to tell me what’s got you so worked up? Or are you just gonna run round like a headless chicken for the rest of the day?” Mystique, still in her brunette form glanced over her shoulder and started to hurry her pace again. “I’m trying to throw him - them - off. They’re tracking me but I don’t know how. We’ve got to warn people.”

“Warn people about what?” Rogue asked impatiently.

“It’s Apocalypse,” Mystique said distressfully as she made a gesture before turning the next corner. “He’s - ”

“Right around the corner,” a deep voice interrupted.

Rogue froze stock-still. A tall form stepped out of the shadows. There was no mistaking the robotic figure.

“You!” she turned to accuse Mystique, her mixture of surprise and fear turning to anger. In an instant she thought it was confirmed that she shouldn’t trust Mystique, but the look on the other woman’s face told her otherwise. She was just as surprised, and definitely more afraid. “No,” Mystique protested, and Rogue nodded in grim acceptance. Apocalypse was the one after Mystique. Rogue irritably wondered why she couldn’t just have said.

Another movement in the shadows caught Rogue’s eye. Two figures stood in the darkness to one side of Apocalypse. The red and yellow costume worn by one identified him as Pyro - a former associate of both Rogue and Mystique - and unless Rogue missed her guess then the other was Raucous of the Nasty Boys.

Not missing the threat of the situation Rogue turned to check the path behind. A small startled cry escaped her lips when she realised that several more mutants had snuck up behind her to form a line barring their escape. Two things immediately struck her about them. First was that they were a very unlikely collection of adversaries. Since when, she wondered, would Juggernaut, Sabretooth, and a couple of Genoshan mutates (distinguishable because of their shaved heads and the numbers on their chests) that she didn’t know be working together? The second thing was that there was something unusual about their posture - she noticed it in Sabretooth first. He was standing up straight instead of hunched over and battle-ready. In fact they all seemed to be standing unnaturally. Not bothering to wait around figuring everything out, and knowing that the odds against her and Mystique winning the confrontation were too large, Rogue quickly went for the only escape option that had been left available - straight up. She quickly and none-too-gently grabbed Mystique around the waist and took to the air, hoping to catch Apocalypse and company off-guard.

Unfortunately her move had been anticipated. One of the mutates stepped forwards and raised his arms to fire twin red energy beams at them. There was no force to the beam but Rogue soon found that its purpose was to create the feeling of hundreds of burning needles. Mystique let out a gasp of pain and Rogue realised that for someone not blessed with her thick hide the sensation must be much worse. Rogue tuned out the pain and focused on flying, trying to manoeuvre so that her passenger was out of the direct line of the blast.

A chance glance down told her that she was now being pursued by a big fire bird that must have been created by Pyro. Rogue dropped some of their height and swerved suddenly to avoid the fire-born beast, but it brought her directly in line with where Raucous now stood. She could almost hear him sharply drawing air in to his lungs. Rogue reacted quickly but there was no way she could move out of range in time. Raucous let loose a roar so loud that the sound threatened to burst her ear drums. Rogue couldn’t resist the need to cover her ears. Only as the initial pain and disorientation receded did Rogue realise that she was falling and that she had let go of Mystique. Quickly grabbing hold of her Rogue could then do little more than slow their decent.

Now on the ground the pair was easy picking. As Rogue forced herself to sit up and not give in she suddenly became aware that she was surrounded by three towering figures. Expecting them to be Juggernaut, Sabretooth and Apocalypse, she was surprised to find that the third was in fact an old friend. For a moment she thought that help had come, but one look at Colossus’s face told her otherwise. The Russian’s mutant ability was to transmute himself into solid organic steel whilst increasing his size and greatly increasing his strength. The soulless gaze from completely black eyes was not usually part of the deal.

“Colossus?” Rogue asked. His eyes gave her a chill. A glance at the other two told her that only Juggernaut wasn’t similarly afflicted. “What’s wrong?”

Not completely surprised when she didn’t receive an answer Rogue forced herself back onto her feet. She was reluctant to fight a friend, especially when she sensed that he might not be in control of himself, but she was going to have to defend herself.

Sabretooth made the first move by leaping towards her but she used his momentum to throw him over her shoulder. Mystique joined the battle, rapidly changing form between muscular mutants and more agile ones to try and dodge blows as well as delivering some of her own. Her more preferred tactic of trying to cause psychological damage using her abilities would be no help against so many opponents.

It wasn’t long before Mystique took a blow to the head and as she fell unconscious to the floor she dropped back to her natural form. Rogue was trying to reach the Genoshan with the heat beam to take him out, but he was wearing her down from a distance. When a more traditional energy beam hit her from behind she realised that Apocalypse had become bored of simply watching. He kept the beam sustained on her but she stubbornly refused to admit that the battle was lost. In the end though she could do nothing to stop the Juggernaut from delivering the final blow.

Chapter 3

“That’s not the way X-Men do things, Wolverine,” Cyclops said in a heated voice.

“I still say you should have let me get the information out of them the hard way,” Wolverine retorted, just as angrily.

It was a familiar situation, Jubilee thought exasperatedly, but also with a hint of amusement. Heck, they wouldn’t be Cyclops and Wolverine if they weren’t arguing about something. This time Logan was annoyed that Cyclops had stopped him from forcing one of the mutants from the earlier attacks to spill the beans as to just what was really going on.

He was just frustrated. Everyone seemed to think that there was something more going on than just random mutant violence. Jubilee wasn’t sure if she agreed. It was probably just another burst of anti-human hostility. That kind of thing happened all the time. But then, the Professor also seemed really distracted, like he’d just realised that he’d only got one corner of a jigsaw and he was wondering what he could have possibly done with the rest of it. Maybe he was thinking about his brother.

Anyway, Jubilee was getting tired of everybody talking about the same topic. She was tempted to follow Rogue’s example and get out of the tension-filled mansion for a while. She wanted to chill out for a while. Catch a film. The more she thought about it the better the idea sounded, especially when she mentally added popcorn into the bargain. Maybe she could get some of the others to come with her.

Apocalypse was pleased with his progress. Very little time, especially from his perspective, had gone by since his plot had been inspired. He was impatient; an unusual feeling for an immortal being. Recent years had not only yielded no progress, but he had lost the effects of other accomplishments. Right now he wanted results.

Perhaps had he not been in such a determined rush to get started then his creation might have turned out better, but it didn’t matter. It was more than sufficient to accomplish its task, he was certain. As he had expected, the process of creating his servant, the fog-like substance he was beginning to think of as Darkcloud, had required a phenomenal amount of energy, and in so doing had released a massive wave of evil unlike any other. The wave of evil spread far but dissipated quickly, and the intensity of it was why he had had to create a few little distractions for those who might have been interested.

So many times in the past had the X-Men foiled his plots that he could not afford for their mentor, Charles Xavier, to detect his creation and locate its source. That was why he had arranged for several small distractions to keep the mutant professor away from Cerebro while the wave dissipated, as well as providing a possible explanation for any evil that he did pick up on.

The unfortunate side-effect of this plan was that the X-Men were at least on alert, if not looking more deeply into what was going on. That is why he had decided to make them prime targets.

After testing Darkcloud’s capabilities on some test mutants he had sent those following him to capture more mutants so that his forces could expand and so that Darkcloud would have control of hosts with a wide variety of abilities. Darkcloud was not yet strong enough to leave the underground facility. It still required Apocalypse to feed it energy. However, possessed hosts could leave the facility, so he picked a selection of them and non-possessed mutants to capture others and bring them back to the facility.

To capture the X-Men he knew it would be wise to confront them individually, or at least in small groups. It was their teamwork that made them strong.

The question was, which X-Man would be first? Mystique had unwittingly provided him with the answer. He had been aware from the beginning that he would not be able to count on her loyalty for long. Originally intending merely to test her, he left an obvious avenue of escape open. When she took the chance it occurred to him where she would go, if he could give her a nudge in the right direction. He sent a mutate to follow her, using a device to amplify his ability to track others with mutant genes, with instructions to keep Mystique on the run so that she would feel the need to seek help, but not to catch her before she could find it. It really was a wonderful accident that she had literally bumped into one of the X-Men. As soon as they were away from observers he transported himself and some mutants to capture them and bring them back to the base. Now he had to continue to work quickly, before the X-Men could miss their team-mate. But now he had the perfect lure. Yes, it was time to continue, so that he could move on to the next phase of his plan.

Mystique woke to find herself in a small cell. She had a tremendous headache as well as other pains from the battle. She was exhausted from so much shape-shifting.

Gently easing herself into a sitting position she found that Rogue was lying nearby, still unconscious. Knowing her daughter she had not gone down easily. The cell was either made of some kind of alien metal or one from the future. She didn’t doubt Apocalypse’s ability to get his hands on either. The fourth wall was not metal but some kind of energy force-field. Caution told her not to test its strength - it clearly had to be enough to keep Rogue in, and that amount would either be lethal or at least extremely painful for Mystique.

Mystique was certain that they would not be able to escape from the cell on their own. As she was wondering how long they would be in there it dawned on her what Apocalypse was going to do to them. If he had meant to kill them then he would have done so already, so he had to have something else in store for them. She fought down the sudden rush of panic at the thought of having that fog creature possess her. She knew how it worked - she had helped to create it after all, as well as watching the tests. So she knew exactly what was going to happen. She also knew that there was no way she was going to be able to stop it.

Instead of sitting there worrying about what was to come, Mystique decided to focus on the task of trying to revive Rogue. She took her by the shoulder to shake her and called her name. She stirred. Mystique called her again, feeling relieved that she would have someone to talk to.

A moment later Rogue looked up, confused. “Mam?” she asked groggily.

“I guess so,” Mystique replied dryly before helping her to sit up.

“Where are we?” Rogue asked after a moment of trying to get her bearings.

“One of Apocalypse’s underground facilities away from the city.”

“One of them?”

“He gets around,” Mystique answered cryptically.

“Don’t suppose you’d like to share what ya know, now would ya?”

Mystique sighed before recounting the tale of how Apocalypse had found her and how she had been forced to help him with his new plan. At first she avoided meeting Rogue’s gaze, but she found herself wondering whether Rogue believed that she hadn’t wanted any part of Apocalypse’s plan. Rogue’s face betrayed nothing. After she’d finished she waited for Rogue to say something. Instead she stayed on practical matters.

“How many mutants has he got so far?” she asked.

“I can’t be sure,” Mystique confessed. “As far as I know, seven of them haven’t been possessed, and I would say at least ten who have. But I can’t be sure,” she repeated.

“So how do we beat this thing?” Rogue said, forcing her voice to be light and not give away any doubt.

“I don’t know,” Mystique said, trying to be blunt, but Rogue obviously didn’t believe her.

“No idea whatsoever? Come on, you helped to make it.” Rogue was trying to be encouraging but the comment stung. Probably because it was true.

Mystique began hesitantly. “Apart from the fact that something about it rejects telepaths - ” She didn’t get to finish her sentence because at that moment Apocalypse appeared in front of the cell, with Colossus and Sabretooth at his sides. They wore an identical expression of cruel superiority, and of anticipation. Both, of course, had black eyes.

Apocalypse didn’t bother to say anything. He simply turned off the force field. Mystique got to her feet, ready to attempt to get past them, fear nearly making her desperate. Sabretooth bounded in and grabbed her tightly around the arm. Suddenly feeling deflated, she didn’t think there was much point in resisting. Colossus came for Rogue and had to reach down to haul her to her feet. With no warning Rogue suddenly struck out at him, but she was still weak and the blow had no force. Sabretooth and Colossus had no trouble keeping a hold of the two women.

As they were led down to the large bare room where the fog-creature was kept and fed with energy Mystique wondered if their escorts had been chosen for a reason. There was some discomfort for her being around Sabretooth, though she wouldn’t show it, and she knew that Colossus was a friend of Rogue’s. Mystique would have said Rogue would be unlikely to strike against him had she not already seen her do so. But then Rogue must have known she was weak, and it could merely have been a show of defiance. Either way, it wouldn’t matter in a minute.

When they finally reached the room Mystique was numb to emotion. She allowed Sabretooth to drag into the midst of the fog and was only vaguely aware of Rogue struggling behind her. With each breath she took she felt the fog entering her body, leaving a bitter taste in her mouth. She could feel it passing into her skin, into her head. It was only as she felt its mind… or the darkness, the void of thought and emotion that was its mind, as it seemed to enclose her thoughts, pushing them in, sealing them away that she started to struggle. But by then it was too late.

Her eyes went black.

Chapter 4

By the time the film ended it was getting quite late. It wasn’t a bad film, but it wasn’t brilliant either, though it had had one highlight. At least it had succeeded in taking Jubilee’s mind off things for a while. Jubilee had managed to get Gambit to agree to come along, and though Storm had thanked her for the offer she hadn’t felt like going. When it looked like Wolverine was about to storm out the mansion for a while she had caught a hold of him, put on her best smile and asked if he would come along. When he had cooled down a bit he agreed.

When they emerged into the night air Jubilee and Gambit were talking loudly about one of the actors (who was sooo cute - he was the highlight. It was a shame he didn’t have the main part) but Wolverine was mainly staying silent. Jubilee was so absorbed in her… conversation, that when she turned the corner she didn’t realise Wolverine had stopped and she bumped into him.

“Dat joker couldn’t act, petit!” Gambit was saying as they turned the corner.

“Quiet!” Wolverine snapped.

“Hey, what’s the problem?” Jubilee asked defensively, but then her ears caught the sound that Wolverine’s must already have picked up. A loud crash.

“This way. Come on,” Wolverine said taking charge. He immediately began leading the way at a run.

“Not more trouble,” Jubilee complained as she followed close behind. “Haven’t we had enough for one day?”

“You can stay here if you prefer,” Gambit offered, hiding a grin.

“No way! I’m coming - ” she paused and slowed her pace as all the street lights and any store lights that had still been on all suddenly went dead. It was suddenly very dark and very creepy. “With you,” she finished after a moment’s delay.

“Must be closing time,” Gambit joked.

“Are you kids coming or not?” Wolverine demanded, having got ahead of them. He had stressed the word ‘kids’ to get on Gambit’s nerves. It obviously worked, because Gambit swept after him seemingly at a walk but Jubilee had to take twice steps as many just to keep up with his long strides. Feeling slightly nervous Jubilee looked around as best she could in the dark. There were a few other people walking the streets like them, but there was no way to tell if they were just regular people minding their own business or enemies concealing themselves, waiting to strike. She listen hard, straining her ears but couldn’t hear anything out of the ordinary. She would just have to trust that Wolverine knew where they were going.

Stopping abruptly when Wolverine did, Jubilee immediately realised that that someone had smashed through the window of a superstore. Jubilee hoped for a moment that they were probably dealing with common criminals and needn’t get involved, but a second later Wolverine sniffed the air a couple of times before creeping through. Jubilee followed, guessing that he’d probably picked up a mutant’s scent, or of some other threat worthy of their attention. She winced at the sound of her shoes crushing the shards of glass that covered the floor.

Wolverine gestured that they should split up and disappeared down one of the aisles before anyone could protest. Jubilee felt her nervousness rising a notch. When Gambit took off silently in another direction she followed just behind, not wanting to be left alone in the dark, despite Wolverine’s suggestion.

Jubilee did her best to move silently but it seemed that she couldn’t completely silence the sound of her shoes on the tiled floor, or the sound of her own breathing. She wondered how the other two did it. As they moved deeper into the store Gambit removed a playing card from his coat and charged it slightly so that it emitted a faint glow. Its light didn’t stretch more than a metre around them.

Jubilee’s eye finally caught what it was looking for - a blurred movement. “There!” she cried in a whisper, taking hold of Gambit’s arm. “He went this way!”

Taking the lead momentarily felt good, but then her nerves took over again as they reached the food section. At first she was so busy looking for the figure that she didn’t notice that almost everything had been knocked from the shelves. Boxes and packets were spilling everywhere.

“Looks like someone got an attack of the munchies, no?” Gambit joked quietly. She wished he wouldn’t and that he didn’t look so calm compared to her.

The next aisle along looked just the same, and now they could hear the sounds of someone moving. Finally they caught a clear sight of someone ripping open a box further down the aisle. The guy had seen them too, and took off at a run. Gambit gave chase, with Jubilee initially only a couple of steps behind but the gap grew larger.

Jubilee let out a gasp of fright when a hand touched her shoulder. She spun round, then let out a sigh of relief as she recognised the owner of the gloved hand. She took a couple of deep breaths, trying to slow her hammering heart.

“Rogue! You frightened me,” Jubilee complained, a little miffed.

Instead of receiving the apology she expected Rogue made a grab for her arm. Startled, and still with plenty of adrenaline in her system, Jubilee sidestepped in time to avoid being grabbed.

“What are you…?” was all she managed to ask before Rogue locked her strong fingers around Jubilee’s arm and tugged her close, spinning her to face away. Still without a clue as to what was going on, Jubilee realised she was in trouble. “Gambit!” she called out for help, daring to break the silence and not caring if it alerted the enemy - whoever they were - to her position.

Rogue, if it was really Rogue, wrapped one arm around Jubilee, pinning her arms and lifting her so that her feet were off the ground, and clamped another hand over Jubilee’s mouth. Jubilee could do little but squirm in the strong grip as she was carried towards the front of the store. She was completely baffled as to whether this was really her friend - she was too strong to be a shape-shifter, probably, but what about a simulacrum or something? Jubilee could try to twist her hands round and fire her power, but who would she be firing at?

“What are you doing?” Jubilee had started to ask. It was a good question. Rogue had no idea.

Her body was moving on its own. When she tried to stop she had as much luck as she would have if she stood there willing a locomotive not to run her down. It was as if her mind was cut off from her body. She desperately tried to remember what was going on but couldn’t seem to dredge up the information.

It was as if she was watching the world through a black veil, or seeing through a clearer spot in some thick fog. She tried to reach through and do something simple with her body but the fog shifted and became thicker until she couldn’t see through at all. It pressed down on her, trying to shut her away, and she realised that its thoughts were in there with her. She made a futile attempt to reason with it and push it away, but instead it buried her. And then there was blackness.

Wolverine had gone into the superstore for one reason: even though he knew that the window had been broken only moments before, the smell of the people who had gone through was already faint, as if it were a day old. It was also accompanied by an unusual dank smell and he couldn’t work out its origin.

So, his interest peaked, he had led the way in only to find that he couldn’t pick up a trail. The spread out on the air, making it hard to tell which way it really the scent’s owner had really went. He grinned at the thought of the challenge.

As he made his way alone he could concentrate more easily on finding his target, without having to tune out the smells and sounds made by his team-mates. A number of the aisles had been devastated - appliances thrown to the ground, equipment smashed, and almost everything had been stamped on by somebody heavy or somebody strong. He suspected a couple of each, judging by some barely noticeable differences he was detecting in the odour.

Wolverine was slightly concerned by the fact that he couldn’t hear any sounds of movement, never mind anybody continuing with the damage they had started. It seemed unlikely that they had managed to sneak out since there was only the one way they could have gone, and that was the way Wolverine had come in. More likely was that the people in the building had detected the new arrivals and had quietened their activities. His progress through the store was slowed by his decision to remain silent - it meant that he had to step carefully through the wreckage. Finally he found what he was looking for, but it wasn’t what he had expected. At the back of the store, hidden behind the shelves and standing stone still was Colossus. Leaping back, Wolverine let out a low growl as he popped his claws. Not only was Colossus barely giving off a scent, it was largely mixed with the unfamiliar dank smell, and even in the dark corner Wolverine could see that his friend’s eyes were a strange black.

‘Colossus’ gave a twisted, evil grin and sent a metal fist at Wolverine’s head, but Wolverine was already gone and making a slash of his own. The impact made a sharp, metal-scraping-metal sound, but the attack was ineffectual. Wolverine dodged away from the next blow, knowing that while Colossus had a height and strength advantage, as well a nearly invulnerable metal covering, Wolverine had superior reflexes and speed, not to mention his good old healing factor.

Before the fight could get started a loud cry came from the other end of the building. Wolverine detested running from a fight, but consoled himself with the fact that his adversary would likely give chase, and with the fact that he was likely running into more trouble. So he turned from Colossus and bounded down the building to the source of the cry. He had barely gone six steps when something leapt at him from the side in a roll hard enough to knock Wolverine from his feet. Growling as he righted himself he was no longer surprised by unusual appearances, so didn’t show any reaction to find himself against Hairbag, Sinister’s brown-furred Nasty Boy with foul breath.

Wolverine again turned to leave only to find himself face to face with the only mutant who at that moment would have made him stay to fight.

When Jubilee called out Gambit had just caught up with the fleeing figure. The light of an exploding card told him that he was against one of the Morlocks. Not exactly what he had been expecting but he supposed hard times and bad feelings had made him come to the surface to cause trouble and raid some food.

“I’ll be back for you,” Gambit promised the Morlock. He threw another card for good measure before sprinting back to the point where he’d last seen Jubilee. Before he got there he found Jubilee being held immobile by Rogue.

“Chère?” he asked, concerned and completely baffled. To make matters more confusing, she was being accompanied by a bald-headed Genoshan mutate and the Blob, a tall and round man whose power made his an immovable object. The mutate raised his arms and suddenly Gambit was wracked with a pain like burning needles that took away his breath. He flicked a card into his hand, charged it and threw it at the mutate. The Blob stepped back to avoid the explosion and Gambit was surprised to see him shrink, until he reformed as Avalanche. A shape-shifter, he deduced. And where there was one shape-shifter, perhaps there was more than one.

The bombardment from the mutate stopped just as Gambit was jumped from behind. He knocked the Morlock into the shelves.

“Somebody made up a game without telling Gambit the rules,” he observed. He was outnumbered, but Gambit liked playing against the odds. Usually. Right now he wanted to know what had happened to Rogue. She was holding Jubilee helpless in her grip. Catching her eye he asked, “Want to let Gambit in on it, chéri?”

“Oh, they won’t answer,” a deep, rumbling voice chuckled. Gambit was alarmed to find that Juggernaut had snuck up on him. How did somebody that big and with that much armour creep up on someone? He picked up the Cajun X-Man with embarrassing ease. “I better be getting paid overtime for this,” Juggernaut grumbled. What’s he complaining about? Gambit wondered. Just then Wolverine came into view at the end of the aisle. He was bloody and had rips in his clothes. After sizing up the strange concoction of mutants he declared, “Has everyone gone nuts?”

“Get out of here, Logan!” Gambit called. Even with Wolverine’s help he doubted they could get free from so many opponents. The best shot they had was if Wolverine could get away and get help.

Luckily, Wolverine saw this too, and was running for the street before anyone could stop him.

Chapter 5

It was about an hour later by the time Wolverine got back to the mansion and got all the X-Men out of their beds. He was still a little rough from the fight but his healing factor and things well in hand. Cyclops had made everyone assemble in the briefing room, despite Wolverine’s desire to get back out and find their captured team-mates.

“So, what happened, Wolverine?” Cyclops demanded. Everyone had changed into their X-Men uniforms and were sitting around the table, except for Wolverine, who was pacing back and forth.

“Jubilee and Gambit were captured, that’s what,” he replied impatiently. He’d already told them as much, and thought that should be enough to get them moving.

Cyclops was about to make an angry retort but Jean cut him off. “By who Logan?”

“You name them, they were probably there. A pick’n’mix selection of Nasty Boys, Morlocks, mutates, Brotherhood members, Juggernaut, Sabretooth” - he subconsciously growled at the last - “And,” he paused for effect. “Colossus and Rogue.”

“They were captured as well?” Storm inquired.

“They were doing the catchin’. I would say that someone’s collecting and controlling mutants. Collecting their own personal army.”

“But if that’s true how can we be sure of anyone? How do we know who’s being controlled?” Cyclops asked. Wolverine hoped - for his sake - he wasn’t implying anything.

“The nose knows, bub,” Wolverine snapped. “All their scents were too faint and were mixed with a smell that I don’t recognise, but I ain’t gonna miss.”

“A useful observation, Wolverine,” Beast began. “But I fear that it is of little use to those of us not blessed with your superior sense of smell.”

Wolverine grinned. “Then you’ll like this one better. They all had black eyes.”

Beast rubbed his chin thoughtfully. “Hmm, not a phenomenon we’ve encountered before.”

“Professor,” Jean began, “Do you think it could indicate that they are being possessed somehow?”

“Jean, that’s exactly what I’m thinking,” Xavier answered. “But by what I’m not sure. I’ve been conducting telepathic scans using Cerebro this afternoon, but detected nothing out of the ordinary apart from this vague feeling of an evil…presence. It is hard to describe,” he apologised. “Now at least I have a place to focus my search - if I can locate the missing X-Men I may be able to find out who we’re dealing with.”

“I want to go back and see if I can pick up their trail the old fashion way,” Wolverine announced.

The professor nodded. “You should all go. Jean and I can stay in telepathic contact so I can let you know what I find.”

“Finally,” Wolverine muttered. “Let’s get moving.”

“I have something to collect from my lab before we go,” Beast announced, hurriedly rising so as not to hold the team up. Everyone else got to their feet and made for the door behind him.

My X-Men, Xavier called telepathically in a caring and worried fatherly voice as they left. Be careful. If this unknown enemy’s tactic is to separate and overwhelm you with numbers, and turn you into his army then you are all danger. Rescue our friends and come back safely.

Apocalypse had prepared a large room for his captives. Three of the walls were made of a thick impenetrable metal and the fourth was a type of force field that delivered a large shock to anyone who touched it. It had a cumulative effect - the more you touched it the worse the experience. He doubted many of the mutants could survive a third jolt.

Each prisoner had been provided with a sleeping pallet. His concern for their comfort stretch only as far as his need for them to be healthy and rested if they were to serve him effectively.

His acquisition of host bodies had gone well and his tactics proven effective, but now it was vital that Darkcloud join itself together and return to its chamber to be recharged. It obediently and unquestioningly followed him down the corridors of the base, looking like an unnatural mass of fog, which, he supposed, it was.

As Apocalypse set the creature up to receive the energy supply he noted that it had grown far larger and more dense than he had expected it would for another couple of days. This was extremely satisfying information, but still he was impatient. Even though the mutants had inflicted a considerable amount of damage on several different locations, including two banks, an airport, a public hall and a number of spots in the city, they had yet to cause others any serious injuries. He wanted destruction of the area to be total, including its inhabitants. Then he could start to spread chaos to the rest of the world.

With all the successes, there had still been one failure. One of the X-Men had been allowed to escape capture and return to his fellows. He tried to dismiss it as a mere oversight, but the event still fuelled his need for haste and results.

Instead of allowing the mutants to rest he decided to collect those who would obey his commands even without Darkcloud’s control. They would be wearing down but he might be able to persuade others to help in exchange for leaving them in control of their own bodies. He would use them to quietly capture some influential political targets who would be able to offer little resistance - humans, in other words. Once infected with Darkcloud they would be making some quiet amusing changes to the way things were run. He almost smiled at the thought.

Of course, when he returned Darkcloud would be strong enough to take control of all his prisoners, even those who he’d promised otherwise. He would not be taking risks with the loyalty of his subjects.

Gambit woke up not remembering ever having gone to sleep. Immediately realising the small bed on which he lay was unfamiliar he struggled to think where he was. As he sat up and looked round the memories came flooding back.

The room was only lit by a faint light - just enough to make out the outline of his hands in his lap. Silently he swung his feet round to the floor. His was at the end of a row of beds. The bed closest to his was in the next row - the heads of the two were pressed together. A glance down told him it was Jubilee. Gambit decided to leave her asleep for the time being while he looked around.

He stood up and walked quietly down the space between the foot of his row of beds and a third row opposite, not knowing who occupied them. Even friendly faces might not be so friendly, he reminded himself, even though despite his own warning he knew who he was looking for.

The room, it seemed, was fairly large, and though quite a number of beds were empty a startling number were not. He wondered how long they had all been there, but reasoned if couldn’t have been too long, otherwise they might have heard about the disappearances.

Gambit had travelled a fair distance from his bed by the time that he located Rogue. She was laying so still that at first he thought she must be asleep but when he got close enough he realised that her eyes were open.

“Rogue?” he asked softly when he was kneeling beside her in the gap between the beds.

Slowly her eyes turned to look at him. He was relieved to see the whites of them. “Remy?” she asked, also in a whisper.

“It’s me, belle,” he confirmed, happy to get a response.

Rogue raised herself into a sitting position. “How did ya get here?” she asked, then her eyes widened in sudden realisation and her hand flew to her mouth to stifle a gasp.

“Its okay, chère,” Gambit comforted quickly as he raised himself to perch on the bed next to her.

“But ah helped - ” she moaned but he cut her off with more reassurances.

“What was wrong,” he asked, not wanting to bring up the details “before?”

“Darkcloud’s been possessing all the mutants that can be brought here. Soon it’ll be strong enough to leave here on its own. Apocalypse created it. He’s going to destroy everything!”

“He always does, Rogue,” Gambit said, trying to sound confident and like the situation was no big deal. “How do we get out of here?”

“We can’t,” she replied. “Not with the force field up. It’ll kill ya if yeh touch it too much.”

“Then you’d best tell me about Darkcloud. Then we can see how many of our friends are here to round up.”

“D’ya have a plan?” she asked hopefully.

“Trust Gambit, chère,” which wasn’t really an answer.

Chapter 6

Darkcloud was refreshed. It could feel the energy the Master had feed it flowing through him. It was stronger, it knew, and could feel itself expanding.

It was nice to be back together in one place for a time, but Darkcloud wanted to use its power, and if the Master commanded, it would obey. It knew that it could now leave the safety of his lair, and it wanted to do so. It knew what it was like outside - he had seen it in the hosts’ memories, and even seen it through their eyes, but that was not the same as going out and feeling the world with its own senses. It shared in his Master’s impatience, his need for power and destruction. Master had taught it well.

It was concerned however. Master was not completely aware of all its weaknesses. Darkcloud itself had not known of one until it came into contact with the problem, and through some of the hosts’ memories it knew that there remained a being who was not yet a host who could harm it. The Master had not ordered it to leave the building. He had ordered it to stay and recharge. But it was now recharged, and its only other orders were to do with collecting hosts. It knew that the Master wanted some in particular, and that he had failed the Master when one escaped. It wanted to correct this error, so the Master would be pleased.

So Darkcloud flowed from its chamber and then the base, looking for the soon-to-be hosts that were most a threat to it. After all, it was an aptly named cloud of darkness.

Cyclops led the remaining X-Men back into town only to find that the trail stopped abruptly. It turned out that a number of spots had been targeted by the renegade mutants. Police officers and news reporters swarmed the area like a couple of rival insect colonies which meant that the team had to stay out of sight, but they still had no trouble following the path of devastation.

One second they were amongst the chaos that had been left behind, with Wolverine’s nose hot on the trail, and the next… nothing. Not a scent, not a piece of broken glass. It was like the mutants just disappeared.

“Since there is no evidence of any vehicles having collected them, I would have to conclude that they must have teleported out,” Storm said.

“I wonder what mutant would have been powerful enough to teleport so many passengers?” Beast asked thoughtfully.

“It doesn’t matter who,” Wolverine stated testily. “The point is they ain’t here any more, and we’re wasting time by hanging around.”

“And where is it you want to go, Wolverine?” Cyclops demanded. He was annoyed by Wolverine’s attitude. They needed to look for clues as to who was controlling the mutants. They didn’t have time to go off searching in all directions.

Cyclops was concerned that they weren’t going to be able to find anything. The police would surely stop them from conducting the thorough search they needed to make. And he doubted they would be willing to share anything they managed to find. But what was the alternative?

Jean provided one exactly at the right moment. “I’ve been scanning the minds of the reporters. Apparently this wasn’t the only area to get hit tonight. There were a number of others that seemed to have been hit at either the same time or just afterwards.”

“If we can endeavour to locate a pattern, we may discover the route indicates a point of origin,” the Beast pointed out, putting an enthusiastic hand on Cyclops’ shoulder. The more excited Beast got the more colourful his words tended to become. He liked the idea of having a problem to solve.

“We should also bear in mind that all the attacks appear to have been in the local area,” Storm pointed out, looking to Jean for confirmation, which Jean gave in a brief nod. “It is likely that the base, or where ever the captives are being kept, is also nearby.”

“Good point,” Cyclops said with a nod. “And it would have to be big enough to contain a lot of people, judging by the number we’ve seen so far and the fact that some attacks may have happened simultaneously. I know it’s risky, but I think we’re going to have to split up to check out the different attack sites. Something tells me speed is essential.”

“Sounds like a plan,” Wolverine grinned.

At that moment Jean straightened suddenly and closed her eyes. Everyone was familiar enough with her power to know that she was being contacted telepathically. A moment later her eyes opened and Cyclops could tell by the look in them that she had no good news to report.

“The professor said he’d been trying to locate Gambit, Rogue and Jubilee, but as soon as he thought his was detecting their minds he lost them,” Jean relayed.

“Sounds familiar,” Wolverine muttered.

“It was as if he was being blocked somehow,” Jean continued. This was a disconcerting revelation. Could a stronger telepath than Xavier be involved? “All he could offer of help was that he thinks they’re close, like we thought, and that he’ll keep trying.”

“Dead ends everywhere,” Cyclops murmured softly to himself. Then, for everyone to hear he added, “Let’s move, people.”

Jean stood with Storm and Cyclops outside a national bank. Apparently someone had smashed in through the front wall and out through the back, judging by the fall of the rubble. Without Wolverine’s sense of smell they were going to have to use their eyes to find the trail.

The trio made their way round the back of the bank (keeping away from the police, they didn’t want to get sent away, or accused of being involved) in the darkness. They were still a couple of hours away from having the benefit of sunlight.

A building down from the bank there was a car with a smashed bonnet. It looked like somebody else’s lose was their gain. “Looks like that’s the way they went then,” Jean said. Cyclops nodded.

“Unless one of their number went out of their way to cause more damage,” Storm pointed out. “It wouldn’t have been much of a detour to damage the car then go the other way.”

After a moment’s pause Jean rolled her eyes. “I feel like I’m in a crime movie.”

“Let’s assume they carried on after the car,” Cyclops decided and began moving in that direction.

They walked in silence for a way, trying to watch out for any clues, big or small. As they moved through the darkness Jean suddenly felt uneasy. She wondered if they were being watched so performed a brief telepathic sweep of the area. She felt something. Not so much a mind, but more of a presence.

She was about to voice her concerns when she noticed that further down the road was looking foggy, and that it seemed to be blowing towards them, but there was no wind.

Storm had noticed it as well. “Cyclops, that fog is not natural.” He looked down the road at what they had seen. “What is it then?” He didn’t seem overly concerned, but then, what threat could a fog, natural or not, pose?

What indeed. “Its evil,” Jean stepped in. “I think that’s the presence the professor was sensing.”

By then the fog was a lot closer than it had started. Jean’s immediate reaction was to get out of there.

“It’s sentient?” Cyclops asked.

“I can’t sense its thoughts,” Jean replied.

As if the fog had noticed them, it seemed to pick up speed. It was definitely coming at them.

Cyclops gave it a warning optic blast. “Don’t come any closer,” he demanded in a clear voice. The being either didn’t understand or didn’t care. This time Cyclops’ optic blast wasn’t a warning. He targeted the creature at its closest point with a strong beam. Instead of passing through it like Jean expected the beam stopped on impact with the edge. The creature seemed to shudder and the part that was hit stopped moving, but the rest of it continued to flow forwards, some spreading round the injury until the whole thing was moving.

In unison Cyclops sent out another, wider blast as Storm called up a wind and directed at the creature, and as Jean tried to halt its movement using telekinesis, since her telepathy seemed to be of little use. The result was that it stopped still for a few seconds. Storm kept the wind focused on it but it seemed able to continue moving and figured out to move under or around the onrush of air.

Not seeing much alternative the X-Men turned to run. Jean telepathically warned Beast and Wolverine to stay away.

Soon the fog was around them. Storm began to summon heat, but this only seemed to make the creature grow, so she immediately swapped to the cold. The effect was the opposite, but it was only slight and didn’t stop the fog from engulfing her.

Cyclops continued using his optic blasts but he couldn’t cover himself in all directions at once.

Jean set up a telekinetic bubble around herself, trying to push the fog away, but to her horror it had next to no effect. Soon she found that she was breathing in the fog. She could feel it entering her body through her lungs, through her skin and then she felt its presence in her mind. It was reaching for her, trying to engulf her mind as it had her body. No! she thought with determination. She wasn’t going to let it take control of her. As it reached for her mind she lifted herself away, moving towards the astral plane. To her surprise and relief, she found that the creature couldn’t reach her. It was like it was stuck to the ground, trying to stretch for something flying overhead.

Jean knew she wouldn’t be able to stay like that forever, and that in this state it would be hard for her to move her body. Trying to retake control, instead of trying to reach through the fog to her body, she went above and around. She wasn’t entirely sure she was moving until she felt herself free of the creature, but a part of it was still in her mind. Unsure how to expel it, she was relieved to find that it gave up and left of its own accord. She breathed a sigh of relief as she saw the fog move away to join up with the rest.

Then Jean was confronted with a new problem. Cyclops and Storm had apparently lost their battles, and were staring back at her with black eyes. Maybe she could help them, she thought. Trying to enter her husband’s mind she found that once she got into his head, all she could find was fog. Knowing that Scott’s mind had to be somewhere beneath it, she tried pushing to get through to him but found that she couldn’t. Jean searched round, looking for a weak point in the fog’s defences, but couldn’t find even the slightest spot.

Reluctantly she pulled away from Cyclops’ mind. He and Storm stood away from her, with the fog between them. Unsure how much she would be willing to fight back if her friend and her husband attacked, she was relieved to find that the choice wasn’t necessary.

Cyclops and Storm turned to go, with the fog leading the way. Jean couldn’t just let them leave, so she made to follow. But they must have sensed her movement because they both turned to fire on her. Unable to suppress the shock she knew she couldn’t move in time.

Bracing herself as best she could Jean was surprised to be hit from the side. She was carried a short distance before smacking into the ground. The blasts hit the point where she had been standing.

“Wolverine, I told you to keep away,” Jean reminded her rescuer.

“Thank me later, Red. Let’s get outta here!”

Chapter 7

Rogue/Darkcloud walked down a corridor in the base carrying an awkward-shaped machine component to Darkcloud’s chamber. It was heavy and not many of the hosts could easily have carried it. The Master wanted to make some modifications to the chamber so that it could supply more power. Darkcloud was growing faster than Master had imagined, and wished to exploit that to his advantage. Other hosts were being made to create more space ready for the next batch of hosts.

Darkcloud was confused. The Master had not been happy that it had left the facility on its own, but he had been pleased with the end result - two more prisoners. It had not mentioned its failure to take over the telepath. Telepaths were not hosts, it felt, and so were not worthy of concern.

Rogue could sense its thoughts. She realised, this time, what was happening to her body and where she was, but she had only just woken up to it. That’s what it felt like, being possessed by Darkcloud. It felt like you were in a dreamless sleep.

She knew something was strange, that she shouldn’t be able to know Darkcloud’s thoughts, and that she shouldn’t be able to form any of her own. Her thoughts were distorted though. Sometimes she was thinking its thoughts.

Darkcloud realised something was going wrong with this host. She was different. When it entered her body it had to touch her skin, and although it had no skin of its own it did have some kind of external layer. It seemed that this was enough for her to absorb some of its energy and mind, but that was okay, because it meant she thought like Darkcloud.

Having delivered the component to the Master and another black-clad host, Rogue/Darkcloud was sent back to the storage area to retrieve another, similar looking component.

They walked back the way they had come, alone in the corridors apart from each other. Rogue realised that the prisoners had all been given a plain black uniform, herself included.

It was such an automatic movement to turn her head and look down at herself that at first Rogue didn’t realise that she had done it, not Darkcloud. Testing her freedom Rogue commanded her body to halt. She did.

Now Darkcloud was concerned. She pushed it aside, no longer looking through it to see out of her own eyes. Suddenly, though Darkcloud was still inside her, she was no longer being controlled.

It had been a grim trip back to the mansion for Beast, Jean and Wolverine, now the only remaining free X-Men. They had gone back at Beast’s insistence. With no better plan the others had agreed.

When Professor Xavier saw only the three of them return he needed no explanation.

“We blew that up big time!” Wolverine exclaimed angrily.

“I’m sorry,” Jean apologised. “I tried to help them but there was nothing I could do.”

“Wasn’t your fault, Jeannie,” Wolverine protested.

Beast cleared his throat. “Excuse me,” everyone looked round at him.

“Despite the loss of Cyclops and Storm, I believe we have gained some valuable information from the incident.”

“You’ve lost me, Hank,” Wolverine said sceptically.

“We now know what is responsible for controlling our friends, do we not?” Beast explained.

“Yeah, fog with an attitude.”

“And we now know its weaknesses,” Beast continued, looking at Jean.

“It couldn’t possess me,” Jean announced.

“Right! And in fact,” Beast added, “I would be willing to wager that not one of us has encountered a possessed telepath.”

“So you believe that this creature you described cannot take control of telepaths?” Xavier asked. Beast nodded.

“So they’re immune,” Wolverine said, gesturing to Jean and the professor.

“Does that help us in any other way?”

“Not on its own,” Beast admitted. “But I believe you pointed out the other detail that can be used to our advantage.”

“I did?” Wolverine was surprised.

“Its fog,” Jean caught on.

“Precisely,” Beast agreed.

“So?” Wolverine demanded. “Means we can’t hit it, slash it, kill it…”

“But we can freeze it,” Beast said with satisfaction.

Jean’s eyes widened in recognition. “Storm was using cold to weaken it.”

“Didn’t do her a whole lot of good,” Wolverine pointed out.

“She didn’t have time to do it on a wide enough scale. Fog is dense watery vapour. Heat would make it expand; enough would make it evaporate. Cold on the other hand would contract it, making it smaller.”

“But it isn’t really fog, its some kind of creature,” Wolverine protested.

“True, but it’s in the same state as real fog. The effect would be the same. Jean’s already observed it doing damage; I think the theory is sound.”

“I think if it were weaker it would be easier to help the hosts break free,” Jean added.

“Good,” Beast said happily. “Now let’s go put our plan into action.”

“Whoa!” Wolverine interjected. “We have a plan? Anyway, you’re forgetting something. We don’t know where everyone’s being kept, or who’s running the show.”

Beast cleared his throat again. “I’m afraid I must apologise and confess that I slipped a miniature homing beacon into each of your uniforms in case any of us was captured. I was afraid that if I mentioned them that whatever was possessing the captives would be aware of the hosts thoughts and destroy the beacons, or worse, use them to set a trap.”

“Good thinking, Beast,” the professor commended.

“As for who is behind this plot, who do we know that would be able to create something like this fog creature?” Beast asked. “Who can teleport and contain large numbers of people? Who would want to have people in his control so that he could spread destruction, fear and chaos, and who can block against the professor’s telepathic scans?”

Everyone gave the answer in unison. “Apocalypse!”

Not only was Rogue now free of Darkcloud’s control, at least temporarily, but she also still possessed some of its memories. In short she’d figured out how to beat it, but she would need help.

Instead of carrying out the Master’s order - no, Apocalypse, she corrected herself, now was not the time to let Darkcloud’s thoughts mix up with her own - instead of going to the storage area she headed back to the room where the mutants were being held. Luckily it was closer, she needed to move quickly before Apocalypse could wonder what was keeping her and get suspicious.

Rogue knew that a number of mutants were being used to help around the base, but most of them and all of the humans were still being kept in the cell. She hoped that included her friends.

When Rogue arrived at the cell she stopped at the force field controls and prayed Darkcloud knew how to work them. She opened the flap to expose the buttons but to her dismay they didn’t look familiar. She began trying to search through Darkcloud’s memories but came up with nothing. Worse, it seemed that Darkcloud was beginning to snake its way through her mind again.

Worried that this could be her only chance, Rogue took the chance of smashing the controls. When the force field didn’t go down she started ripping wires from the wall. Finally she must have pulled the right ones because the field flickered and disappeared. Rogue didn’t waste time.

Come on, y’all,” she called into the cell, “this is your chance to get out of here.”

Within the mix of hopeful and doubtful faces she located Gambit’s as he came forwards.

“How did you get free?” he asked quietly.

“Ah didn’t,” she grimaced as a tendril of fog seemed to cloud her vision. She closed her eyes and pushed it away, pushing against Darkcloud as it attempted to shut off her mind. When she opened them again Gambit was looking at her in concern, and she was relieved to see Storm at his side, as well as Jubilee and Cyclops. “Ah’m okay, don’t worry. We need to move. Ah know how to stop Darkcloud.”

Chapter 8

“This is it,” Beast announced when they reached the spot his tracking device indicated.

“It’s a field,” Wolverine said dubiously scoffed.

“They must be underground,” Beast explained. Either that or the homing beacons had become dislodged, because as Wolverine had stated, they were standing in an empty field, a little way from the city.

“I don’t see an entrance,” Jean said.

“It must be concealed somewhere,” Beast replied as he began walking through the field, inspecting the ground closely for signs of an entrance way.

“Unless you need to teleport in,” Wolverine muttered darkly but began searching none the less.

About five minutes later it was Wolverine who had some success. His sensitive ears detected a faint, hollow echo when he stepped in a certain area. He released his claws and stuck them in the dirt, only to find that they hit metal when they were only a couple of centimetres deep.

“Found something,” he called and immediately began shifting the soil. Jean used her telekinesis to shift what remained more quickly. Underneath the layer was a metal hatch. Beast pressed a button to release the catch then tugged it up, revealing a vertical tunnel with metal rungs on one wall. Unfortunately, the second the hatch had been opened an alarm began to wail.

“Oh dear,” Beast observed.

Jean and Beast ran side by side down the corridors of the underground base with Wolverine bringing up the rear. They wanted to get to the temperature controls, but they had no idea which direction they lay in. The turns they took were based entirely on guess work. They probably needed to get to the main control room, which would most likely be kept away from the main entrance, and there was a chance it was kept central - really they had no idea where they were going. Jean just hoped that Beast would know when they got there.

When the alarm was set off Storm presumed that it had something to do with Rogue destroying the cell. Rogue explained to Storm what needed to be done to weaken the fog creature - Darkcloud, as she called it - so that it would be unable to control its hosts as easily and would force it into a more solid form. Mystique, who had been amongst the prisoners and was staying with the X-Men as they ran through the base, said that the Apocalypse had intended for the creature to be able to take solid form and that in that form it would be vulnerable to attack.

A number of the liberated prisoners had agreed to come and help the X-Men while others had split off to escape. Amongst those who were helping were Mystique (though who knew if she could be trusted), Colossus, and more recently captured Nightcrawler (who was carefully avoiding looking at his mother - that confrontation could wait until they were free) and Iceman. The latter would be a great help in her phase of the plan.

“This is the place!” Beast had announced triumphantly.

Wolverine wasn’t so pleased with the news. “End of the line. There’s someone home,” he warned from his spot by the door.

“A trap!” Jean exclaimed. “That’s why we haven’t met anyone.”

“We have to get in there,” Beast pointed out. The three exchanged glances. The alternative was leaving.

“Then let’s go,” Wolverine said, releasing his claws.

He was the first through the door but with the others just behind. In the room Apocalypse was waiting with his creature at his side.

“Ah, there you are,” he announced jovially.

The door snapped shut behind them.

“Darkcloud, summon the mutants,” Apocalypse ordered.

They were nearly at the control centre when Rogue felt its presence come back with vengeance. Go to the Master. Subdue intruders, it commanded. She hadn’t realised she had stopped until she felt Gambit at her side. It was no good, she couldn’t stop Darkcloud. They had to get away from her. “Leave me!” Rogue instructed as the fog pressed in on her mind, blurring her vision. He hesitated a second, but only until he saw her eyes blackening. After all, he and Jubilee had somewhere else to get to. That was the best way to help Rogue.

Soon after they were forced to leave Rogue, Gambit and Jubilee split off in another direction. Storm led the way into the control room only to find that a battle had broken out between the possessed hosts and the remaining X-Men. It was good to see them there, but they were out numbered and only Jean and Wolverine were fighting - Beast was working at a control panel. The temperature controls, she presumed.

Cyclops led the way into the fight while Storm and Iceman moved round to get closer to Darkcloud. They were the only two mutants there who could control the cold, after all.

When they were as close as they dared get Storm immediately began summoning cold for all she was worth and directing it at Darkcloud, as Iceman started drawing the heat from it and firing as much ice as he could create at it.

Jean noticed that the temperature in the room rapidly began dropping with the arrival of their friends. At first she had been worried by their arrival, thinking them still to be under Darkcloud’s control. She was relieved to see that they weren’t, apparently apart from Rogue. The effect on Darkcloud was slow but noticeable. As it began to shrink the hosts’ movements became slower and they started stumbling. Jean wondered if she could help now.

Targeting Rogue, Jean entered her mind and began probing the layer of fog. It was less solid now. Jean struck out with her mind, trying to force through the cloud. With a tremendous effort she felt her mind wedge through, and soon she was helping Rogue beat Darkcloud back.

Darkcloud despised the cold. It sapped its strength and made it collapse in on itself. It became harder and harder to control the hosts, and then he felt something prying them free. If it didn’t act, Darkcloud knew it would be defeated. So it pulled itself free of all the hosts and put itself back together.

Apocalypse had been amused by the attempt of the three X-Men to break in and try to freeze the base. He had waited for them in the control room where he would be able to lock them in with Darkcloud ready to take control of them. When he called for the hosts to apprehend the intruders, he was first only mildly concerned that so few of them arrived. But then he realised that all the others had escaped, escaped!

All of a sudden it was only him and Darkcloud against all of the mutants in the room, because Darkcloud had weakened and withdrawn from its hosts. So now, after all that work it seemed that everything was about to fall apart. It made him incredibly angry.

Gambit led the way to the chamber Rogue had described. It looked like no more than a plain room, but with a few wall panels exposed and some tools on the floor.

“Time to blow this place up, petit.”

Suddenly the odds were looking good, Cyclops thought. Storm and Iceman had done a good job on Darkcloud, and now it had shrunk considerably, but the two were exhausted.

Cyclops knew that they would have to destroy Darkcloud quickly because they wouldn’t be able to fight Apocalypse for long, especially since some of the liberated hosts were taking the opportunity to leave, though Cyclops supposed he couldn’t blame them.

Apocalypse tried to cut off the running mutants and at the same time Cyclops noticed that Darkcloud was shifting and changing shape. At first not sure what it was solidifying as it didn’t take much time until he could see that it was taking on a demon form. Not waiting for it to complete the transformation Cyclops began the next stage of the attack.

Jubilee and Gambit made short work of Darkcloud’s chamber and it looked like they had reached the main control room just in time for the final showdown. Jubilee was relieved that this time she would get to help in the fight instead of being taken without firing a shot.

Beast had quickly becoming distressed with the condition of the temperature controls. Apocalypse had obviously anticipated somebody trying to use them against Darkcloud and had rewired the whole system. Beast couldn’t make heads or tails out of it. Luckily it seemed that it was no longer necessary, but in his search of the controls he had found something much more interesting.

“Wolverine?” he called his friend who had been watching his back during the fight. “Do you think a little self-destruct sequence might be in order?”

Wolverine’s grinned response was all he needed.

Cyclops and the other mutants were having little trouble weakening Darkcloud - though it was no longer a cloud. The problem was doing that and dodging Apocalypse at the same time.

When Jean telepathically informed Cyclops of Beast’s idea, he quickly agreed that it was a good one and got her to inform the others in the room what was going to happen and that now was the time to leave. To Apocalypse it must have looked like they’d all decided to turn and run at the same moment. Cyclops and the other X-Men waited until last, and by now Apocalypse’s creature was howling and collapsing in on itself.

Firing one last optic blast for good measure, Cyclops left the room at a run, the last one out. He ran right at Beast’s heels and didn’t stop until everyone had climbed up out of the base and kept going, until they felt the explosion behind them as Apocalypse’s base was destroyed.

One by one the X-Men themselves to their feet and looked out at where a field had been and now the ground had collapsed inwards.

“Do you think Apocalypse escaped?” Jubilee asked nervously.

Cyclops replied, “I don’t doubt it.”