Categories > Cartoons > X-Men: Evolution > Sinister Soldiers

Unexpected Help

by slickboy444 0 reviews

The Evo world is forever turned upside down when a man named Dr. Nathanial Essex begins a project known as Shadow Cell from which the lives of Scott, Jean, Vincent, Wanda, and X23 are changed forev...

Category: X-Men: Evolution - Rating: PG-13 - Genres: Action/Adventure, Drama, Romance, Sci-fi - Characters: Avalanche, Berzerker, Blob, Boom Boom, Cannonball, Colossus, Cyclops, Gambit, Iceman, Jean, Magma, Magneto, Mr. Sinister, Multiple, Mystique, Nightcrawler, Professor Xavier, Quicksilver, Rogue, Scarlet Witch, Shadowcat, Storm, Sunspot, Toad - Warnings: [?] [V] [X] - Published: 2006-09-22 - Updated: 2006-09-22 - 10253 words

Sinister Soldiers
Chapter 41: Unexpected Help


The mutants of the X-men and Shadow Cell were completely surrounded with no possible means of escape. It had been just as they feared...They had walked right into a trap set by the GURSO unit. As strong as they were, they could not overcome a unit so strong in terms of numbers and force. GURSO had always been trained for one thing and one thing only...The eradication of all mutants. And now it seemed as though they would finally get their chance.

"End of the line freaks!" said one of the soldiers as they all zeroed in, ensuring that they left no possible blind spots.

While the X-men held their hands up in a show of defeat, Shadow Cell remained in full CQC poise...Ready to fight to the death as they had been so adamantly trained to do. If this was where they were going to go down...They would go down fighting. But for the X-men, it really did feel as though this could be the end.

"Well guys...It's been fun," said Iceman as he stuck close to the others as they clustered together in the center of the room.

"It's not over yet!" shot Cyclops in response, "As long as we're still breathing, it's not over!"

"Then just how do ya propose we get out o' dis one Mr. Super Soldier?" asked Gambit, who only held a few charged cards in hand against dozens upon dozens of high powered guns.

Then suddenly...As each GURSO soldier eagerly gripped the trigger...A strange feeling hit Phoenix and Psylocke, the two telepaths of the group. Almost immediately, the expressions on their face changed from one of focus to one of shock...For they didn't believe it at first, but as it became clearer...They knew what was about to happen.

"Phoenix...Phoenix are you alright?" asked Scott, sensing her distress through their psychic link.

She remained silent as her mind continued to process what she was sensing. Warren seemed to notice the shift in his girlfriend's demeanor as well, for he knew her well enough to understand when she sensed something he couldn't.

"Betsy..." he began, but neither telepath waited a second longer.

Then suddenly, everybody in the spacious warehouse was thrown off balance a bit by the feeling of a strange shaking sensation...Almost as if it were a mini Earthquake. The sound of subtle, yet clear vibrations began to filter all throughout the building and before either GURSO or the two mutant teams could react...Phoenix yelled out one last word before all hell broke loose.


Immediately, everybody hit the floor as a sudden shockwave echoed throughout the area...Shattering the glass and warping the whole structure of the warehouse and the surrounding buildings. The wave almost knocked every GURSO soldier off their feet...Causing many who were up on the catwalks to fall while the others struggled to process what was going on.

Then, back in the GURSO control room with the Colonel, who had also felt that burst just as much as his men got a glimpse at the source of this unexpected force. And the second he saw it...Only two words came to mind.

"Oh shit..."

Outside, descending from the inky blackness of the night sky, Magneto's grand and elaborate base, Asteroid M, made it's presence known with a little welcoming blast courtesy of the master of magnetism. It was an ironic twist that the same cloaking device that Shadow Cell used to keep itself hidden was used against them, giving Magneto and his Brotherhood the full advantage of complete and utter surprise.

And from the main control room where Magneto used his magnetic powers to control each and every component of his advanced, high tech base...He watched the scene unfold below him and prepared to show his old ally just what kind of force he had unleashed.

"You can run, but you cannot hide from me Essex!" proclaimed Magneto as he firmly gripped the consoles that were fed directly with his magnetic powers, "Now I will show you the full power of the master of magnetism!"

Then, with determined focus and concentration, Magneto used his powers and the machines at his disposal to unleash another powerful burst of electromagnetic energy, which helped to further cripple the already damaged structures that the initial blast had caused.

In the warehouse where Shadow Cell and the X-men had been trapped, the full force of the blast nearly brought the whole structure down...Causing a heavy mix of concrete, glass, and steel to descend upon all those who stood below. Many GURSO soldiers were crushed or injured as a result, causing them all to scramble as the whole area seemed to bear the blunt end of Magneto's wrath.

However, thanks to the telekinetic and hexing power of Phoenix and the Scarlet Witch along with a little help from a few ice shields by Iceman...The X-men and Shadow Cell were not harmed by the sudden blast.

"Damn! What's goin' on here?!" yelled Wolverine over the noise as the dust began to clear and the extent of the damage was there for all to see.

"See for yourself Wolverine..." said Warren as he and the others looked through the now gaping hole in the ceiling up into the sky.

"By stars and garners..." gasped Beast as he and the others feast their eyes upon Asteroid M for the first time.

"Vhat on Earth is that?" said Kurt, standing in a state of momentary awe along with the others.

For some, the sight was a sudden stroke of luck...But for others, it was quite possibly the last thing they wanted to see. For the Scarlet Witch, she knew who was behind that blast...For only one man had that kind of power at his fingertips and only one man was capable of such destruction. All of Shadow Cell knew what this was...And even though it had just saved them, the stakes had just gotten much higher.

"Magneto..." growled the Scarlet Witch, feeling her powers simmer within as old memories of anguish soon overcame her, bringing forth the unbridled rage that had haunted her for so long.

"Yes...Only he can possibly make an entrance like that," muttered Mystique, who was not too happy at all to see the master of magnetism here, for she knew he was probably quite angry at her.

As more and more GURSO soldiers scrambled back outside, Shadow Cell began making their move, using their CQC and powers to take down the soldiers that still attempted to take them down. But without coordination or organization, each one of them fell. The X-men quickly joined in the fight as well, aiding Shadow Cell as they needed as some of GURSO recovered from the shock and tried to finish the job. Luckily, they were too little too late.

"Come on! This way!" yelled Mayhem as he used his super strength to send a couple of GURSO goons flying like rag dolls.

"Right behind you, Mayhem!" said Cyclops as he unleashed several optic blasts, to punch through the debris.

"Allow me to help, homme..." said Gambit as he began charging a few cards and covering the others as they followed Shadow Cell towards the now mangled entrance to the heart of the base.

However, through all this, the Scarlet Witch lingered for a moment...Looking back at the imposing fortress that was Asteroid M. She knew her father was aboard...She knew he was close. Finally, she could have a chance to face him after everything he did to her and after everything he took from her. She wanted to go after him so badly...She wanted to look him in the eye and make him pay for all his sins...Yet as always, the mission came first. And Mayhem was there to remind her of that.

"Wanda..." he said, his voice briefly shifting from that of Mayhem to that of her best friend who had been there for her during all the difficult times they had faced together, "Wanda come on...Leave him."

Looking back at the friend and comrade that meant so much to her, the Scarlet Witch was once again forced to make a hard choice...The mission or her father. But as she looked into his mesmerizing light blue eyes, she remembered that which was more important.

"You'll get your chance...I know you will," said Mayhem as he took her hand, "But for now...Let's finish the job."

As she took one last look at the imposing base that held the man responsible for so much of her pain...She managed to set aside such feelings for now and focus on the task at hand. Because as much as facing her father meant to her...Her friend and comrades meant a hell of a lot more.

"Right..." she said as she held her gun and knife firmly in hand, "Come on...Let's go!"

And with that, the X-men and Shadow Cell began to make their way into the heart of the base...Not knowing what they were going to encounter next.


While the two mutant teams were making their way into the vast facility, the Colonel was fuming from his command console...Much of which had been rendered useless by the two blasts from Magneto. His rage reached a new level as he desperately tried to reinitiate control of his unit. He knew that without organization, Shadow Cell and the rest of those freaks would pick them apart. And in his brash, paranoid mind...He knew that this was it...This was the fight that would determine whether or not mutants would overthrow humanity in a bloody usurpation of species domination. And with such thoughts to guide him, the ever shadowy man sought to fight to his last breath to take every last one of them down.

"I can't believe I fell for it...I can't believe I didn't see it coming!" he yelled to himself as he tried to get each command console back up.

None of the systems seemed to be working with the exception of the hard wired security monitors that blared images of the imposing base looming over the area like a vulture. But he still had his radios and he still had his wits...And in his mind, that would be enough to see to it that this would not be humanity's last stand.

"They tricked me...It was all a diversion!" he went on as he reached into one of the many hidden compartments he had installed throughout the places he worked out of and pulled out a fully loaded 9 millimeter, "I should have known they would all be in this together! I should have known this was just a ruse! But I'm not going out like this...I'm not gonna let these freaks wipe out humanity on my watch."

Then, as he prepared to make his leave, he issued what few orders he could via radio, ready and willing to fight to the death as long as he could take as many of these abominations with him.

"All GURSO soldier, converge on the south side! I repeat, converge on the south side! Focus all fire on that giant hunk of rock! Activate all emergency perimeter defense weapons including the experimental disruptors! Take those freaks down! I repeat...TAKE THOSE GOD DAMEND FREAKS DOWN!!!"


Outside, Asteroid M continued to loom menacingly over the vast base of Shadow Cell. Magneto released wave after wave of magnetic bursts, including several electromagnetic pulses which fried the circuitry in the complex, high tech guns that most of the GURSO soldiers used. Yet still, they fired back with everything they could ranging from anti-air missiles to regular bullets. However, Magneto's shields held up strong and only a few of them managed to make their way through, causing minimal damage.

Yet as more GURSO soldiers converged from all directions, Magneto saw that it was time to make his next move...Not willing to let even an army like GURSO stand in his way of claiming that which was rightfully his.

"Is this the best you can muster, Essex?" yelled Magneto as he opened up a com-link to the lower areas of the base, "Brotherhood...Open fire!"

From down below in the weapons control bay, Avalanche, Blob, Toad, and Quicksilver were all at specialized stations that controlled the many weapons mechanisms for the base. And upon getting their order, they manned their stations in preparation for what was sure to be a hell of a fight.

"You got it boss!" said Pietro as he sat at his station, which looked like something right out of a Star Wars movie, "You heard the man, guys! Let's show these pricks what the Brotherhood is made of!"

"With pleasure!" grinned Blob as full range view screens came up for all of them.

"Hate sound clichéd here guys but...Ready, aim, FIRE!" yelled Lance as the four boys opened up a hail of firepower against the vast unit of anti-mutant soldiers below.

From all around the base, laser turrets and high powered cannons were revealed from hidden compartments. And under the control of the four Brotherhood boys, each of which had a great deal of experience when it came to video game shooters opened fire at the raging forces below.

"Ha ha! Look at em run, yo!" said Todd as he landed several key hits on a couple of GURSO tanks and vehicles with mounted weapons, "Half-life eat your heart out!"

"Don't get cocky, Toad..." said Lance as he focused the firepower he had on some of the surface-to-air missile sights hidden in the trees and mounted on the back of trucks, "Just take care of those vehicles while Freddy and I handle the missiles."

"Don't worry man! I got your back!" said Todd confidently, feeling as though he was in a high tech arcade game with the firepower at his disposal, "Let the hits keep on coming!"

Down below, swarms upon swarms of GURSO soldiers were gathering outside, frantically returning what fire they could against the large, imposing base that was Asteroid M. The magnetic shielding proved difficult, if not impossible to penetrate at times...But the fanatical resilience of the GURSO unit kept them in the fight, using every means at their disposal to fight back.

However, to Magneto they were merely flies standing in the way of a charging rhino. With the weapons at his disposal, he refused to let up in his assault. His old ally may have had some impressive resources at his disposal, but they would not keep him from his ultimate goal for mutant kind. This man had betrayed him...He had turned his back on the destiny of all mutants. And for that, he was determined to make him pay.

"You will not escape my wrath this time, Essex..." he said menacingly as he watched the resistance below escalate via monitors, "You betrayed me...You double-crossed me...And I will make sure you pay for your betrayal! The time is now Essex...And it's finally time you paid the price!"


With much of the GURSO unit distracted with Magneto, Shadow Cell and the X-men had a good window to work with in their pursuit of Dr. Essex and Rogue. They still encountered a few lingering soldiers along the way...But they were easily taken care of with gunfire, CQC, or a few quick moves from the X-men. They all stayed close and remained vigilant every step of the way, following Shadow Cell as they navigated their way through the elaborate corridors of the high tech base.

Luckily, much of the security in the area had been damaged or rendered unusable by Magneto's attacks, so they managed to make their way past the first two security layers that led into the main ground level area of the base. The lab was still a ways to go and the deeper they got, the more GURSO soldiers they came across. But both teams refused to let that slow them down.

"Stay back!" yelled X23 as she fired off three skilled shots with her guns while using the claws in her feet to take down four GURSO soldiers.

Upon hearing this, several more appeared in the corridor, but this time Psylocke and Gambit took care of it.

"We got dis one!" he said as he threw several charged cards at the charging soldiers before they could get their weapons ready.

"Damn! How many of these blokes are there?" said Psylocke as she finished off the remaining two with a few quick ninja maneuvers coupled with a psionic blade.

"Apparently not enough..." grunted Wolverine as they made their way down another turn, coming across a few more unlucky soldiers that ended up becoming closely acquainted with his claws.

With yet another corridor to cross, the lights suddenly flickered above them...Most likely as a result of another electromagnetic pulse from Magneto. This added an increasing level of urgency to both teams as they remained vigilant for any further surprises.

"How much further to the lab?" asked Beast, who brought up the rear with Nightcrawler and Mystique for any unlucky GURSO goons who tried too sneak up on them.

"It's still a ways..." answered Cyclops, "But that's not where we're heading at the moment."

"What?!" exclaimed Mystique, "What do you mean that's not where we're heading?! We have to get Rogue out of there!"

"And we will...But before that, we need to make a quick pit stop," said Cyclops as he led them through another security checkpoint that had been rendered useless.

"Pit stop?" said Shadowcat as they approached a door that looked almost like the entrance to a vault, "What do you mean pit stop?"

Then, without saying a word, the X-men got their answer as Mayhem and Cyclops once again used their collective strength powers to knock open the heavy door...Revealing to them a vast and elaborate cache of weapons of every sort. For those not used to such a sight, it was a moment to gasp in amazement at the sheer arsenal that was at their disposal. There was everything from heavy M63 machine guns, to grenade launchers, Nikita remote control missiles, C4, Claymore anti-personnel mines, Uzis, pistols, M-16s, and enough AKs to fight a war in North Korea. It was an impressive sight...But it was one that seemed to offer a strange level of comfort to the five mutant soldiers, who looked as though they felt right at home in a place like this.

"Good God..." gasped Warren as he looked at the vast assortment of weapons.

"What?" said Phoenix as she went through a box of ammunition, "You look as though you've never seen a room full of guns before."

That earned her and the rest of Shadow Cell a rather bewildered glance, but it didn't seem to faze them in the slightest as they continued to sift through the vast arsenal, stocking up on clips of ammo for their guns, a couple of AK-47s and XM16E1s, and a few frag grenades. It was a bit unnerving to be in a room with so much deadly firepower, but for some, it was certainly a bit easier than others.

"Now THIS is more like it," said Mystique with a grin as she went through one of the boxes and picked up a somewhat oddly shaped gun, "Is this a real Patriot?"

"Yep," said X23 as she picked up a couple of Scorpion semi-automatics, "One of the few on the face of the planet."

"And for good reason..." said the shape shifter as she held it in a battle ready stance, "I've only seen pictures of this thing and I've used more firearms than the German army."

"Well we'll need all the firepower we can get for the next round of security," said Vincent, who had in his hand a heavy, yet deadly M63 machine gun that was perfect for his level of strength.

With that thought in mind, the Scarlet Witch grabbed a couple of loaded Uzis and tossed them to Iceman, Jubilee, Shadowcat, Nightcrawler, and Angel.

"You kiddies know how to work one of these things?" she asked them as she hitched a couple of AK-47s over her back.

"Are you crazy?!" exclaimed Angel, "We've never used guns before!"

"Yeah, we're peacekeepers! Not soldiers!" said Bobby rejecting the Uzi that the Scarlet Witch tried to hand her.

Upon hearing that, the five mutant soldiers merely rolled their eyes in exasperation. They couldn't understand how they expected to take down a heavily armed team of soldiers without weapons. It was like going into the thick of battle naked. But if that's they way they wanted to do it...So be it.

"How you guys have managed to stay alive this long is beyond me," commented Phoenix as she held a couple of AK-47s at the ready.

"Well you must understand..." said Storm, also rejecting the use of guns even in a situation like this, "We don't fight wars...We prevent them."

"That's what we do too..." said Mayhem as he held the heavy M63 as if it were as light as a feather, "It's like our boot camp sergeants always told us...If you want peace, prepare for war."

"Sometimes it takes a gun to stop a bomb and a bomb to stop a war that could potentially kill millions..." added Cyclops with an Uzi in one hand and a Scorpion in the other, "Being the one to pull the trigger is not for the faint of heart...But we take what we do very seriously and if you guys are going to have any hope of beating GURSO and getting your friend out of this, you're going to have to go the distance."

"For Rogue...Gambit's willin' to do just dat," said Gambit as he picked up an M1911A1 handgun with a couple of clips of ammo and while he didn't like the idea of having to use something like this...He was willing to do what he had to in order to save Rogue.

"Wish I could say the same..." said Iceman, finding the Uzi a bit awkward to handle, "These things are a lot heavier than video games make them out to be."

"Well I hate to break it to ya, bub...But this ain't no game," said Wolverine as he picked up a couple of Scorpion sub-machine guns and a bag of what looked like advanced caliber C4, "There ain't a reset button to push, so stay sharp...Stay focused...And stick together!"

"Easy for you to say..." said Shadowcat, still not feeling right holding an Uzi.

"Yeah, I've never held a gun before in my life," said Jubilee as she wearily held the gun with both hands.

"Hey, first time for everything, luv," said Psylocke, who as a trained ninja, was a bit more willing to hold a gun than the others.

As much as Wolverine hated seeing the kids with guns, he knew as well as the others that they needed them in order to get through this. And as a man who fought in World War II, he was every bit as willing to fight in such battles again if it would protect those he vowed to look after.

There was still plenty of tension to go around, but anxiousness aside, they were all finally equipped and ready to go head to head with what was sure to be the stiffest resistance from GURSO.

"Okay guys...Let's move out!" ordered Cyclops.

"Right!" said Mayhem, "The rest of you, stay close. The next security levels are probably going to be some of the most heavily guarded."

"Then let's not keep them waiting!" said the Scarlet Witch with two AK-47s fully loaded and ready to fire.

"Great...You first though," said Iceman, feeling as though this kind of stuff was not what the X-men had trained for.

As they all filed out with Cyclops, Phoenix, Mayhem, and the Scarlet Witch out in front, X23 lingered a bit so she could retrieve one last little memento from this room...Her sniper rifle. It was a gun she made herself from the stock all the way to the barrel. She had carried it into many battles and had taken down many enemies with this gun and if this was to be Shadow Cell's greatest battle, she didn't want to go on without it.

"A sniper rifle in a place like this, kid?" commented Wolverine upon seeing her grab the modified M1 and hitching it on her back, "Do ya really think somethin' like that is necessary in a confined place like this?"

"Hey, it's more of a good luck charm to me," said X23 as she followed him out, feeling odd, yet comforted that she was fighting alongside the man whose blood flowed through her veins, "I can't tell you how many jams this baby has gotten me out of."

"Damn kid...You are a soldier," grinned Wolverine, sounding as though he had just heard a trace of himself in her tone.

X23 simply smiled and responded with the first words that came to mind...Words that ironically told just how much alike she and Wolverine were on so many levels.

"You know it bub..."

With guns and firepower to spare, Shadow Cell and the X-men stood ready to storm the next security barrier...Which was the last real barrier that led to the heart of Shadow Cell. There was still an occasional rumble along with a flickering of the lights, hinting that that battle with Asteroid M outside was still going on strong. Hopefully, it would spread GURSO out enough so they didn't overwhelm them...But given their numbers and their fanatic loyalty to whatever task they were assigned to, it was safe to assume that there were still plenty of reserves to boot.

They air grew thick with tension as they approached the final security door, which looked more like an air-lock or a vault door than anything else. It was designed to be ultra secure even from mutants...But with a combined blast from all of them, there was little chance it would slow them down.

"Okay guys...We're going to need to work together with this one," said Cyclops, "On the other side of this door are the main GURSO patrol. They specialize in fighting in enclosed areas, so they won't the pushovers the others were on the way in. The key is simply getting off the first shot before they have a chance to return fire. Just follow our lead, cover us from behind, and we'll get through. Understood?"

"Do we even have a choice?" muttered Psylocke.

"I'll take that as a yes..." said Cyclops in response, "Now get ready...The real party's just beginning."

Cyclops then energized his whole body, engulfing it in a bright ruby red glow. And while he powered up, Phoenix and the Scarlet Witch began putting on as much force as they could in an effort to make the seal go down easier. Mayhem was also ready, simply preparing for the moment so they could all concentrate their force at once...Given them the greatest element of surprise.

"Okay guys...Ready to face the mayhem?" he said as he turned back towards the X-men.

"Nice pun, homme..." grinned Remy as he charged up a few cards to help.

"Right...Absolutely hilarious," said Psylocke as she prepared a couple of psionic blades to shoot at the imposing door.

However, Mayhem ignored their remarks as Cyclops looked fully charged with all his energy now focused in his eyes while he was just preparing to give the final kick to make their entrance.

"So how many are there?" asked Wolverine as he held his Scorpions at the ready.

"With all due respect Wolverine...You don't want to know," said Phoenix, who could sense just how many psychic traces there were behind this seal.

"Sounds like fun..." said Mystique, who stood in front of her son with a Patriot in hand, ready to blast her way through whomever she had to in order to get to her daughter.

Finally, with a bright burst of energy from Cyclops, aided by the psionic powers of Psylocke, the kinetic charging powers of Gambit, and event the fireworks powers of Jubilee...The heavily reinforced door was hit with a force that no barrier could stand up to. And as it crumbled...Mayhem gave it one final kick, breaking the seal and opening the path to the depths of the base. But as soon as the seal was broken...They were met with a fairly stiff greeting.

"They're here! They're here!" yelled one of the GURSO soldiers from down the corridor.

Then, as Cyclops, Phoenix, Mayhem, and the Scarlet Witch led the team down the hall with X23, Wolverine, and Mystique close behind with Beast, Storm, Shadowcat, Nightcrawler, Iceman, and Jubilee brining up the rear...All hell broke loose once again. Only this time, the element of surprise didn't lay with GURSO.

"You guys have had this coming a long time..." said Cyclops as he made the first move by tossing a frag grenade down the hall where many of the GURSO guards were converging near.

"GRENADE!" one of them yelled...However, it was too late.

Once the grenade exploded, the four front runners of the team opened fire with Mayhem covering the area with high caliber fire with his M63 while Phoenix, Cyclops, and the Scarlet Witch covered him with support fire from those who tried to conceal themselves.

"HRRRRRRRRAHHHHHHHHHHHH!" yelled Mayhem as he unloaded a seemingly endless wave of rounds into the crowd of GURSO soldiers.

"Come on people! Let's move!" yelled Cyclops over the noise as more and more gunfire enveloped the area from both sides.

As they made their way down the corridor, they entered an open area in the center which acted as a convergence for each pathway leading throughout the base. And because this was the area most officials passed through in order to get to most every section of the base, it was one of the most heavily guarded.

GURSO soldiers took cover anywhere they could find, returning what fire they could as they were quickly pushed back. However, each one of them had been trained to hold their ground and act independently as well as a team, so it was pretty easy to miss a few of them as both teams stormed the central area.

"Damn it! Which way now?!" yelled Mystique as she unloaded a wave of round via her Patriot into one of the corridors facing their flank.

"We need to head down the south corridor!" answered Mayhem over the noise, "That's where the holding cells are!"

"Is dat where they're keepin' Rogue?!" shouted Gambit as he threw wave upon wave of charged cards into the crowd, supplementing it with some fire from his sidearm.

"I don't know...It's possible!" said Phoenix as she bathed one of the north entrances with automatic fire in an effort to flush out a couple of the concealed guards.

"Well we won't know until we find out!" said Storm, using her powers to obstruct some of the GURSO soldiers' movements, making them easy targets.

Just then, a small cluster of GURSO soldiers that had concealed themselves behind a couple of security desks snuck up on the advancing team from the rear, but unfortunately they weren't able to keep the element of surprise long enough for Psylocke and Angel to see them.

"Iceman! Look out!" yelled Angel as he stuck close to his girlfriend while she threw several psionic blades at a couple of resilient soldiers that tried to charge them.

Upon seeing the nearly half dozen guards sneaking up behind them, Iceman panicked and began to frantically fire his Uzi.

"Oh shit!" he exclaimed as he felt the unexpected recoil of the gun, nearly throwing him off balance and causing him to knock over Jubilee in the process.

His wild shots all missed...But now both he and Jubilee were sitting ducks for the six anti-mutant soldiers as they closed in on them and prepared to fire their weapons.

"End of the line you little freaks!" said one of the soldiers.

"Iceman, Jubilee...MOVE!" yelled Shadowcat as she dropped her gun and lunged forth, grabbing them both and narrowly phasing them through the burst of energy rounds that were aimed right at them.

Upon seeing this, Phoenix turned back towards the rear and unloaded the last of her AK-47 magazine into the six soldiers, supplementing it with a pyrokinetic fireball to ensure that they didn't get back up and cause any more problems.

She quickly made her way over towards them as Iceman and Jubilee helped Shadowcat get up, who looked a little drained after phasing through that energy beam since it was specifically designed to kill mutants. And as soon as the last few rear guards were taken down by Phoenix, Shadowcat managed to regain her composure.

"Are you okay, Kitty?" asked Jubilee.

"Ugh...I've been better," said Shadowcat as she rubbed her now throbbing head, "I don't know what that thing was, but phasing through it sure took a lot."

"Well consider yourself lucky..." said Phoenix, "That think could probably blow a hole through tank armor, so don't try to phase through it again or you'll come out extra crispy."

"Thanks for the info..." muttered Iceman, who was growing a bit annoyed with the constant grim analysis from the five mutant soldiers.

"Thanks for covering the rear..." she quipped in response with a hint of sarcasm, "Why don't you just leave the killing to us?"

"Works for me..." said Jubilee, still staying close to her friend as they followed Phoenix back towards the others.

Near the south corridor entrance, everybody was once again converging as the resistance from the GURSO unit finally began to thin out. After running out of ammo in the M63 and the AK-47s, the team ditched the guns and switched back to their side arms as they covered one another through the advance. And even though many of the X-men hadn't used any firearms at all, they held up quite well in the eyes of Shadow Cell and couldn't help but be impressed at their resilience.

As Beast, Storm, and Wolverine all led the kids up towards the entrance while Phoenix finished off the resistance, Nightcrawler made his move as well by teleporting Psylocke and Angel over towards them since they got held up back near one of the corners. And once everybody was in place, they were ready to move on.

"Okay guys! Let's keep moving!" ordered Cyclops as he fired a few quick optic blasts to slow down a few of the remaining GURSO soldiers.

"We can't! There's still too many of them!" yelled Mystique as she used the many skills she had gained during her time as an international mercenary to hold the charging soldiers at bay.

"Yeah, they'll box us in if we don't clear em out!" shouted Logan as he finished the last few clips of his Scorpion.

"Then we'll just have to move faster!" said Mayhem in response as he used his super speed to weed out a couple more hidden soldiers, "If we don't they'll send reinforcements!"

"Then vhat are ve vaiting for?!" exclaimed Kurt as the noise from the melee continued to intensify, "Let's go get mien sister out of there!"

"Right! X, Wolverine, Mystique...Cover us!" yelled Phoenix, "We have to break another security door!"

"We got ya, Phoenix!" said X23 in response as she impaled a couple of unlucky GURSO soldiers with her claws, "Just hurry the fuck up!"

In seeing this, Mystique was forced to suppress a grin as she turned towards Wolverine, who was on his last clip of ammo with the Scorpion.

"Like father like daughter, Logan?" she made as she managed a few more well placed shots that flushed out a couple more determined GURSO soldiers.

"Shut up..." grunted Wolverine as he tossed aside his guns and drew his claws, "Now definitely ain't the time!"

While her words definitely had some meaning to them, the heat of combat overshadowed any such thoughts for the time being. Although secretly...Both Logan and X23 hoped to give such things a little thought...But first they had a mission to get through.

Over with the seal, Cyclops and Mayhem once again used their collective strength to break the seal. Like the last door, it took a little help from Phoenix, Psylocke, Gambit, and the Scarlet Witch, but once it was down, they were finally ready to move in towards the secure areas where the Colonel and Dr. Essex could very well be dwelling. And while it was unclear whether or not they were stepping into yet another trap by either of them...That didn't stop them from pressing forward.

"Come on guys! Let's go! Let's go!" yelled Angel as he followed the others down the elaborate halls towards the holding cells.

"We're right behind ya bird boy!" responded Wolverine over the noise as he sliced through a couple more GURSO soldiers that tried to ambush them, "Just keep moving!"

"Well hurry up! We gotta get Rogue outta here!" yelled Gambit, not letting something as mundane as a vast anti-mutant army stand in his way from saving Rogue.

As the rest of the teams converged over the now broken seal, Cyclops and Phoenix took the lead with Cyclops clearing the path of lingering GURSO soldiers with optic blasts while Phoenix focused on using her telepathic powers to locate any minds up ahead including this Rogue girl. Psylocke did the same, but neither of them were getting much from the still heavily shielded base structure. But the deeper they went, the weaker that shielding seemed to get.

As they made their way down several more darkened areas where the power had failed, another large tremor shook the structure around them. Such tremors were growing more intense with each passing moment and it was likely that whatever was going on outside was the cause of it.

"Damn! What the hell is goin' on out there?" grunted Wolverine as the tremor nearly shook him off his balance.

"It's Magneto...He must really be going all out with that base of his," said Mystique, who knew all too well the armaments that Asteroid M was capable of.

"Do you think it's strong enough to keep GURSO distracted?" asked Warren as they finally arrived at an area where the power hadn't gone out.

"For now..." answered Cyclops, who knew the security system to the base very well, "But don't rule out there being a few 'surprises' that the system has. Remember, this place was designed to hold and control mutants...And that includes from the outside as well."

"Well even if they do have a means of bringing down such a sizable fortress of force, we can only hope that we succeed fast enough before one side overwhelms the other," said Beast as he watched the rear of the group as they continued to advance.

"Or before we're crushed in the rubble, whichever comes first..." added Mayhem.

"Yeesh, you guys are pretty pessimistic, you know that?" commented Kitty.

Just then, Phoenix stopped in mid stride, causing much of the team to stop as well as they neared the holding area. Her constant telepathic searching seemed to finally pay off and at last, she got mental signature she recognized. It was good news in many ways, but at the same time, the ability for her telepathic powers to break through the shielding that dominated the base was further sign that the structure was crumbling in wake of the intense battle and if they were to avoid being crushed, they would have to hurry.

"Phoenix! What is it?" asked Cyclops, knowing from the sudden change in her demeanor that she sensed something.

"I...I got reading!" she said, looking down in the direction of the holding cells.

"Is it Rogue?" asked Mystique anxiously.

"No...It's the General! He's in one of the cells!" she said with a sense of greater urgency.

"But what about Rogue?!" yelled Gambit, growing impatient with this incessant search.

"We'll find her...But for now, we need to take care of this first," said Mayhem as he and the rest of Shadow Cell were now at the front of the group, "We owe the man as much...And maybe he can give us some answers."

The X-men didn't seem too thrilled about diverting from their mission to save Rogue, but this was something of too great an importance for Shadow Cell to ignore. Even though they were fighting against the organization that created them...They were still soldiers and they still had a duty to certain people who had helped them become who they are.

"Come on! This way!" said Phoenix as she and her comrades held their weapons in full CQC stride and made their way down the hall towards what was probably the only person on the face of the planet they could still trust.

The cells weren't very far and the tremors weren't getting any less severe. However, even with the big battle going on outside and all the mayhem that had been caused inside, there were still GURSO soldiers lingering about, trying to fulfill the commands of the Colonel. However, as admirable as their loyalty was, it didn't do much for them as they tried to ambush the two mutant teams only to meet with a quick and decisive death.

"Mien Gott, there's no end to these guys!" said Nightcrawler as they were once again forced to slow down as a result of an ambush from a few guards just outside the cell areas.

"That's the Colonel for you...Always over the top when it comes to force," commented the Scarlet Witch.

"Sounds like Magneto..." grunted Mystique as she fired several more round from her Patriot into a few guards that Shadow Cell had missed.

"I wouldn't argue that," she replied, rather impressed with the shape shifter's skills since they were noticeably advanced in comparison to the others.

"We'll handle him soon enough..." said Mayhem as he punched down the final door in their way, "But for now...First things first."

As they entered the dimly lit prison area, the Cyclops and Phoenix took down the last few guards that were standing by one of the cells. Each one looked somewhat dingy compared to the rest of the base...But part of the reason for that was because this was an area that they never had to use. As a unit, they had always been loyal and obedient enough to avoid such reprisal.

But now...Everything was different. And for all they knew, the General was in on this as well. But in their hearts, they knew the man well enough to know what he was capable. He was one of the few honorable officers they had the privilege of serving and they always looked up to and respected him in the utmost not just as a superior...But as a role model. And even though their targets were the Colonel and Dr. Essex, their soldier instincts would not allow them to pass this by...They owed the General that much.

"Shadow Cell!? Is that you?" yelled the General, who had heard the commotion and was now on his feet in the dingy, poorly kempt cell.

"We're coming sir!" yelled Cyclops as he and his comrades fired off a few more shots, effectively taking down the last of the GURSO guards standing in their way.

With the sound of a few more shots, the General took a step back, not knowing what to expect. Everything had fallen apart so fast for him and the world he helped build was crumbling before his very eyes. Nevertheless...He kept his head level as any good General should.

With the last guard out of the way, Mayhem wasted no time in ripping the heavy steel door from it's hinges. And as soon as they saw the General standing in the dim light, the five mutant soldiers put away their guns and knives and stood respectfully in his presence as the soldiers they were. For even in times of conflict...They were still bound by their duty and their honor.

"General..." said Cyclops as he and the rest of Shadow Cell now stood before their superior, "Are you okay sir?"

"Yes...I'm fine, Cyclops," assured the General as he felt a wave of relief overcome him as he took in the sight of what he considered his most proud accomplishment as an officer, "Who are they?"

Looking back at the X-men, who simply watched with a certain level of intrigue over how Shadow Cell was acting now that they were in the presence of this man, the General was growing all the more concerned over just how much this situation had devolved. He was still in the dark about many things...But he knew his subordinates well enough to understand just how serious this was.

"These are the X-men, sir," answered Phoenix dutifully, "They helped us fight our way in and we're helping them save one of their own that Dr. Essex took hostage..."

"Dr. Essex?" said the General with a certain level of intrigue, "He's a part of this too?"

"Affirmative sir," answered Mayhem, "At least...We think so."

Then, as the General's mind took a moment to process that...A few things finally dawned on him that finally began to put it all into perspective.

"I see..." he said as he rubbed his sore head, "Now things are finally starting to make a little sense..."

"Sir?" said X23 curiously, "What are you talking about?"

The General simply sighed as he looked back at the soldiers he had seen grow so much. As a man who had made a few mistakes in the course of his life, he couldn't help but feel grateful for having had the chance to be a part of this organization...Working with the greatest soldiers of this generation. But now that it was all falling apart around them, he knew there was nothing left to hold onto but the truth...And these brave souls deserved as much.

"I guess I shouldn't be surprised..." he mused as he began pacing somewhat, "Dr. Essex was never the most social person in the world. Maybe it's my fault all this is happening...Maybe I could have seen the signs sooner if I just hadn't been so naïve."

"Sir...What do you..." began Cyclops, but the General was quick to cut him off.

"I failed you Shadow Cell..." he said in a solemn tone, "I was your superior...I was your general...And I failed you. You did your duties...I didn't do mine. And part of the strength of every officer is the integrity of his character and how that reflects upon the soldiers he commands..."

The General's cryptic words weren't giving them any answers and some of the X-men were starting to get impatient.

"Look, I hate to break up this little reunion here..." said Wolverine, "But could somebody tell me what the fuck is going on here?"

Looking back at the feral mutant, the General almost chuckled, for he knew only one person could speak in such a manner. He may not have gotten around nearly as much as other officers with cleaner records...But he knew enough about the secrets of this world to understand how things truly work.

"The original Weapon X..." he said with a near grin, "This whole thing really is on a level all it's own..."

"Sir...How did this happen?" asked the Scarlet Witch, feeling just as desperate as her comrades for some answers, "Why did the Colonel throw you in here? Why is he now in command? And what about Dr. Essex and Magnum?"

The General merely sighed, for what he suspected was probably not going to be easy for them to take. Yet as their officer...He would not skimp on his duty. And even if it meant his life...His honor and personal loyalty came first.

"The world is a maze of lies, Shadow Cell..." he told them as he hung his head low, "I've been in this game long enough to know how things work and I've seen enough in the course of my career to recognize the signs."

"Signs?" said Phoenix curiously, "What signs?"

"The signs of something so much grander than any of us could possibly imagine. Just look at it...The Colonel's deception...The liquidation of the unit...And now these actions of Dr. Essex...It's all becoming clear."

"What?!" said X23, only growing more confused, "Clear? Everything's a mess, sir!"

"That's because you all are trying to find the truth..." replied the General, now speaking from the years of experience he had amassed before many of them were even born, "You are all here in pursuit of answers...But in order to find the answers you want, you have to ask the right questions."

"The right questions?" said Cyclops, not quite understanding what he meant by that.

"Yes...You see, you five probably know better than most people how the world operates. You know that lies are ubiquitous...Lies are the key to control, stability, and peace. And whenever one person or a group tries to uncover the truth...Conflict usually breaks out because one side is determined to overcome the other...Truth versus lies so to speak. And time and time again...It's the lies that win over because the seekers of truth aren't looking in the right places or asking the right questions."

"So then...Where is the truth?" asked Mayhem, who was beginning to see what he was getting at.

"It's hidden in the lies..." he answered ominously, "I see that now...And after having been imprisoned here by the Colonel because I tried to stop him...I had a lot of time to think. And the more I thought about it, the more suspicious it seemed."

"Suspicious? Suspicious how?" asked the Scarlet Witch.

"Think about it Shadow Cell...Look at the pieces of the puzzle...The Colonel, GURSO, the ambush, and now Dr. Essex. Look beyond what they did and look closer at how and why they did it. What purpose could it serve? What reasons could there be for this?"

The five mutants of Shadow Cell began to consider that, but it still didn't make sense to them given the limited view they had been allowed on the world. For so long now, their lives had been so strongly regulated and it was hard for them to think outside the box in certain areas and the General seemed to know this.

"Everything that's happened...Everything that's transpired...It's too perfect. And now that I know Dr. Essex has a hand in it, I'm beginning to get an idea of just what it is."

"And what exactly is it that you see, sir?" asked Cyclops.

"Something big..." answered the General cryptically, "Something very big. The laws of nature state that every action has a cause and effect...It's only a matter of finding the causes that lead to the effects. And in this instance, I think the effects are clear...It's the causes that are the problem. There's more to this than meets the eye...Plenty more. This isn't some betrayal like you all probably think it is...It all feels too scripted."

"Scripted?" said Cyclops, "You mean like...Some kind of plan or game?"

"Exactly...And we're the pawns. It's only a matter of finding the players that are the controlling factor. Part of me still thinks it's the Colonel...But after hearing what you told me about Dr. Essex, I'm beginning to think he may be just as much a pawn as we are."

"Dr. Essex?" said Phoenix, still finding it hard to accept the fact that one of their most trusted mentors was behind something like this, "Why him?"

"Because you only know certain sides of the man...There are only certain sides of him that you've been allowed to see. And many of these aspects are things I chose to turn a blind eye to because I was just too intent on rebuilding my career...I was just too enthralled with the notion of working on a program like that of my father. I placed too much trust in him because he kept delivering time and time again. I knew that man had a lot of blood on his hands...But I ignored it."

"So...You knew about him and Prodigy," said Mayhem in a grim tone, "You knew about what he did to all those kids..."

The General's expression once again went solemn as he bowed his head low in shame for what he should have seen coming sooner.

"Yes...But I chose to ignore it...I chose to look past it..."

"Well did you know that I was one of those kids?" said Mayhem, his tone remaining grim and firm, even in the face of his superior, "Did you know that I was one of those innocent children that suffered?"

The General simply turned around in response and placed a hand on Vincent Freeman's shoulder...Showing that he was genuinely sorry for what was happening and what he had allowed to go on.

"No...That one, Dr. Essex kept from me..." he said, looking back into the pained eyes of the young man who had given so much for his country and his honor, "I know I have no excuses...I know I should have done something. But now...I think I'm finally willing to make up for my mistakes."

Looking back at the sincere expression in the General's face, Mayhem knew he was telling the truth. He along with the others knew that this man, for all his faults, was not a liar. He had taught them to be proud, compassionate, patriotic, and honorable...And now he was their only source of guidance in their darkest hour and he refused to let them down.

"What are our orders, sir..." said Cyclops, finally breaking the silence as he and the others now stood proud, firm, and determined as they had been trained to do for so long.

The General once again felt his heart swell with pride as he looked back at the five mutant soldiers that had done so much for their world. Now more than ever...He was certain that he was standing in the presence of the greatest soldiers of their time. Even in the face of overwhelming odds and paralyzing anxieties...They still remained every bit as dedicated to their duty and in the end...That's what made them true soldiers.

"I guess we can all be certain at this point that Shadow Cell is officially dead..." he said to them in an affirmative tone, "Now...It's only a matter of stopping those who are behind all this havoc. Follow the puppets and eventually you'll find the puppeteer."

"The puppeteer...You mean Dr. Essex," said X23 in a strong tone.

"Yes, but don't forget Shadow Cell...Just because he seems like the only candidate doesn't mean that's all there is to it. There are still factors like the Colonel, GURSO, and Magnum to deal with. But factors aside, it's only a matter of looking through those lies and finding those truths that matter. And if there's but one truth you must hold onto...Know this...They MUST be stopped. They can't be allowed to inflict such carnage upon the world. And for my final order as your superior officer and your General...Your mission is to take them down once and for all! Stop them before it's too late!"

"Don't worry General...You can count on us!" said Cyclops in a new, determined tone as a new wave of confidence washed over him and his comrades.

"Right!" said Mayhem, now more determined than ever to face the man responsible for so much of his past pain, "We'll fight to the death if we have to...It's not like we have anything left to lose."

"You may think that, Mayhem..." said the General as he smiled upon his subordinates for the last time a their superior officer, "But never forget...There's always something to lose in any battle. It's only a matter of fighting with all your heart and soul. And I know you five can do it...I know you have the power to end this. Once again the fate of so many rest within your hands...And along with your new allies, I'm sure you can overcome whatever challenges you face. Just never forget...That no matter how difficult the task at hand may seem...You are, and always will be in your hearts and minds...True soldiers."

Drawing strength from such words, Cyclops, Phoenix, Mayhem, X23, and the Scarlet Witch now stood firm and ready to take on anything...For now they were no longer scrambling for the truth. Now they had something to guide them...Something to lead them into the darkness. And with their final order now given...It was only a matter of seeing it to the very end.

"Thank you sir," said Cyclopos as he and his comrades gave the General what could very well be their final salute, "Leave it to us..."

Then, with the task before them now clear, they turned back towards the X-men, ready to make it happen.

"You two..." ordered Cyclops, pointing to Iceman and Jubilee, "Get the General out of here and keep him somewhere safe. The path behind us should be clear, so resistance will probably be minimal."

"Hey, as long as we don't have to use those Uzi's again, we'll be okay," assured Iceman.

"Yeah, this is the kind of thing we're better at than killing..." added Jubilee, "So don't worry...He's in good hands."

"However...Just as a precaution, perhaps I should go with them," offered Beast.

"Good idea..." said Phoenix as she and her comrades pulled out their guns and knives and once again took their CQC stance, but not before addressing the General once last time, "Sir...If we don't see each other again. I think I speak for all of us when I say that it has been a privilege."

"The privilege is all mine, Phoenix..." said the General with a smile, "But before you go...I want you to have one last thing."

Then, as the General reached into his uniform, he pulled out one last thing he wanted Shadow Cell to part with even if they never saw each other again. It was a little gift given to him by his father just before he died and it had always given him strength when the going got tough. And hopefully...It would do the same for these five brave souls.

"Here...Take this," he said, giving them a chain with a strange looking bullet attached to it on the end, "I think you may need it more than me."

As the five mutant soldiers looked upon the strange relic, Mayhem took it in his hand and quickly recognized it.

"A silver bullet?" he said curiously.

"It was a good luck charm my father gave me just before he died. It was something men of his stature often sought...A magic bullet to eradicate the forces of evil. And I've kept it with me for years...And right now, I think you five need it more than me."

Such a charm offered them a strange level of assurance, for in the course of their training they had always been taught not to believe in luck or things of that nature...But now, as they stood on the threshold of their greatest challenge yet...It seemed somewhat appropriate given the situation. And as Mayhem pocketed the charm that would hopefully guide them on the path to victory, they gave their commanding officer one last smile.

"Thank you sir..." said Cyclops gratefully, "Thank you for everything."

"It's was a great honor, Shadow Cell..." said the General as he prepared to follow Beast, Iceman, and Jubilee out of the base...But not before taking one last look at the soldiers he was so proud of, "Good luck...And Godspeed."


AN: Man, things are heating up now! Now Magneto's in the fight, GURSO shows no signs of letting up, and the Colonel is seriously going off the deep end! It's all beginning to come together folks! The path before the X-men and Shadow Cell is clear and the challenges are still unknown...But all shall be revealed soon enough as the battle continues! This fic has truly become epic in a manner all it's own and now has the title of being my longest story to date! Yet there's still so much more to come and I urge you all to stay tuned! And as always, I beg of you to REVIEW! Send them to me via email or post them on the fanfiction website. Thank you all very much for reading and I wish each and every one of you the best!

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