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

Sinister Showdown

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: 2006-11-11 - Updated: 2006-11-11 - 11001 words

Sinister Soldiers
Chapter 48: Sinister Showdown


"Holy shit..." said Cyclops as he saw their final obstacle in this long, complicated mission hovering over them with numerous menacing weapons aimed directly at their small, lightly armed jeep.

"Took the words right out of my mouth, Cyclops," said Phoenix as she and X23 watched with equal awe at the last thing standing in their way.

Up in the air, the super high tech attack helicopter made, modified, and flown by the man responsible for it loomed over the young mutant soldiers like an angel of death just waiting to descend upon their souls. Dr. Nathanial Essex...Or Mr. Sinister as he was now called...Was ready to make his final stand.

After so much planning and so many years of hard work...It had all gone up in smoke. His own creations...His own coveted work...Had been the mediums for which his plans had been destroyed. It was all in pieces now...His plans for ultimate evolution had been stopped cold. He had been so close that he could practically feel the victory in his century old body. But despite all his planning and all his meticulous manipulation of everyone around him, the five mutant soldiers that he was so proud of managed to destroy it all...Leaving only one option for him and his creations.

They were already tattered, torn, and bruised with the scars of battle. Their uniforms were in shambles, they had traces of blood on their face, and were showing clear signs of fatigue and exhaustion from incessant activity and a lack of rest. But once more, they would have to fight again...And this time, it was truly do or die.

It was the final fight...The last showdown. One must live...And one must die. The fight was on...Mr. Sinister versus Shadow Cell. Only one could live to see the coming dawn. It was a true fight to the death...But it was a fight that would bear the heart and souls of both sides as the battle ensued.

"YOU'RE TIME IS UP SHADOW CELL!" yelled Sinister over the speakers as he took aim at the lone jeep with the numerous armaments that his little toy had, "FINISH YOUR MISSION OR DIE! THE NEW WORLD HAS ROOM FOR ONLY ONE OF US! SO MAKE THIS FIGHT COUNT!"

"Doesn't this guy ever shut up?" grunted X23 as she took to the 40 caliber machine gun on the back and prepared to take aim.

"They never do..." said Cyclops with determination in his voice as he shifted the jeep into high gear and put the petal to the metal, "I'll avoid him as best I can! X, see if you can blow that motherfucker out of the sky with that gun! Phoenix, I have a feeling we'll need some major shielding with this one!"

"Right!" both girls said simultaneously as they took their positions and readied themselves for the coming onslaught.

Then, as Cyclops got the vehicle moving, Sinister began to open fire on his coveted creations...Not holding back in the slightest as he firmly gripped the controls of his high tech aircraft and began to circle the area in a figure eight formation, ready to blow his creations away in the final battle.

"DIEEEEEEEEE!" he yelled as two of the high caliber machine guns mounted on arm-like extensions opened fire at the lone jeep, bathing the area in a wave of bullets.

"Down!" yelled Phoenix as her telekinetic shielding went up and she narrowly diverted the oncoming bullets from the jeep.

It had been almost too close for comfort and several of the bullets actually hit X23's arm while a couple managed to graze Cyclops and Phoenix, but being the soldiers they were, they did not falter even in the face of death. And despite Sinister's impressive show of firepower, they began to fight back...Ready to make their stand.

"Errrrrrrr! Take this you son of a bitch!" yelled X23, ignoring the pain of the bullets as she firmly gripped the controls of the mounted machine gun and began to open fire upon Sinister's super chopper.

The sound of high caliber bullets echoed through the air as the young soldier unloaded with all her fury upon the man who had raised and betrayed them. Cyclops used every ounce of his skill gained from years of operating so many military vehicles to navigate their way around the line deadly crosshairs of Mr. Sinister's machine and Phoenix kept her telekinesis ready and waiting for whatever surprises this son of a bitch had for them. But unfortunately...They soon learned that while Sinister had a flare for the dramatics, he was not much for a fair fight.

"YOU'LL HAVE TO DO BETTER THAN THAT MY CHILDREN!" taunted Sinister as none of the oncoming bullets from X23's assault even touched his high tech aircraft.

"Damn! He's got some sort of energy shielding around that thing!" yelled X23 as she watched every bullet she fired bounce off as a blue shell of energy deflected the oncoming projectiles.

"Typical..." grunted Cyclops as he was forced to make another sharp turn to avoid another hail of gunfire, "We should have seen this coming!"

"Great, so how do we beat it?!" grunted Phoenix, who was once again forced to shield them from another intense barrage of bullets.

"We'll just have to step it up a bit..." said Cyclops in response, "X, there's a stinger launcher stashed in the back seat! See if that does anything!"

"Now you're talking my language!" she said as she quickly ducked out of the way of yet another hail of bullets and reached into the small, backseat area.

It was a welcome sight to the former living weapon as she picked up the high tech launcher and mounted it upon her shoulder, ready to unload as much firepower upon this madman as needed in order to take him down. There were plenty of spare missiles to go around and only one big target to aim at, which was fine with X23, for it just meant that it would be harder to miss.

"Shield yourself from this, asshole!" she grunted as she locked onto the hovering aircraft and fired one of the missiles.

Upon seeing this, Sinister didn't have time to move out of the way given the low altitude he was flying at. But he wasn't worried in the slightest as he watched the stinger missile harmlessly explode as it hit his shields. The force only gave the aircraft a slight jolt, but it didn't cause any real damage for him to worry about.

"HA! IS THAT THE BEST YOU CAN DO?" he yelled as he punched in a few commands on the cockpit console, "YOU WANT TO PLAY WITH BIG GUNS? I'LL SHOW YOU A BIG GUN!"

Then, as the helicopter stopped briefly and hovered over them, a small section of the nose began to open up, revealing a rather menacing looking laser cannon that was already charging up with a bright ball of energy.

"Oh shit...Cyclops, something tells me you better step on it!" yelled X23 as she saw this and ducked down in order to avoid the coming attack.

"I'm on it!" he said, seeing Sinister's little surprise in the rear view mirror.

Up in the cockpit, Mr. Sinister's demonic face was dominated by a confident grin as he took aim with the advanced weapons that he so meticulously designed...Eagerly gripping the controls as he felt victory within his grasp.

"TAKE THIS!" he yelled as he unleashed the fury of a high powered, high energy laser that burst forth from the nose of the aircraft in a thin, yet deadly stream of blue light.

"Oh shit..." cursed Cyclops as he saw the deadly stream of light nearing them, "HANG ON!"

Then, in a risky, yet necessary move, Cyclops hooked the wheel of the jeep to the side and did a near 90 degree turn on the charred pavement. The screeching sound of he tires echoed through the air as the laser narrowly passed them, hitting several stray barrels full of volatile chemicals instead and causing a powerful explosion that bathed the area in the glow of bright yellow flames, further bathing their already battle scared bodies with soot and flame.

"HA HA! HOT ENOUGH FOR YOU SHADOW CELL?" taunted Mr. Sinister as he began maneuvering the laser back towards the lone jeep.

"SCREW YOU, ASSHOLE!" yelled X23 as she rose from her position and fired another stinger missile at the aircraft.

Then, much to her and her comrades' surprise, the missile actually impacted the side of the aircraft, just below the rotors and jet engine, causing a small explosion that warped the heavy armor and exposed some of the interior of the craft. It sent a jolt strong enough to stop the laser as Mr. Sinister felt the impact of the blow even from the cockpit as he let out an angry grunt at his creations' resilience.

"Wow...I guess he can't fire the laser and keep the shield up at the same time," said Phoenix as she and the others looked at the damage the lone missile had caused.

"Sucks for him...But good for us," grunted Cyclops as he made a U-turn with the jeep near the end of the main pad, "You think you can get another shot off if I get you in position, X?"

"Just keep driving and I'll keep shooting, Cyclops!" she said confidently as she loaded another missile into her launcher.

Up in the cockpit, Sinister was shaken, but not daunted by what had just happened. It had been merely carelessness on his part, but it hadn't done any real severe damage and all his weapon systems were still operations. He was both frustrated and proud that his children were putting up such a fight, but as with all battles, there must be a victor and a vanquished. And he had no intention of being the latter.

"YOU THINK YOU CAN WIN LIKE THIS SHADOW CELL?!" he taunted as he once again began to move the jet helicopter in a figure eight pattern around the battlefield, "YOU MAY HAVE LUCK ON YOUR SIDE! BUT I HAVE DESTINY ON MINE!"

Then, with his trigger happy fingers eagerly gripping the controls, Sinister unleashed another barrage of bullets upon the area. And just like before, his aim was controlled and precise...Very much like his character in a ways as he kept his targets in his sights.

"Err! His aim's getting better!" grunted Phoenix as she once again was forced to divert the oncoming bullets as best she could, trying to minimize the affect of the bullets that grazed them, "How much longer can we keep this up?!"

"As long as we have to!" replied X23 as she took aim with the stinger again, even as the hail of bullets whizzed by her, nearly grazing her again.

Upon seeing X23 take aim at his aircraft again, a slow grin spread across Mr. Sinister's insidious face as he saw his chance to gain the upper hand.

"HA! SEE HOW YOU LIKE MY MISSLES!" he shot as he hit the automated control systems, activating some of the high tech hellfire II missiles mounted in concealed compartments on the side.

Then, before X23 could get a shot off, one of the missiles fired out of the small opening on the side. Cyclops instinctively hooked the wheel once again, except this time X23 was unable to get down soon enough and was thrown off the vehicle by the sudden centripetal force.

"Ahhh!" she yelled as she was sent flying, dropping her stinger launcher and tumbling onto the hard pavement blow, scraping her skin and severely dislocating her shoulder in the process.

"X!" yelled Cyclops as he began to make a quick turn around in order to get her back.

However, Mr. Sinister would not allow them to regroup this time. He was through playing games...Now was the time for ultimate victory. Shadow Cell was finally beginning to falter and he intended not to squander any opportunity that presented itself to him. He finally had his chance to end it all and come out on top and he had every intention of making sure that whatever blow he delivered next would be decisive.

"NOW YOU DIE SHADOW CELL!" he yelled as he locked onto the jeep with another missile.

"CYCLOPS! LOOK OUT!" yelled Phoenix as she saw the opening on the side of the aircraft aimed squarely at them again.

He was still on route to pick up X23, but Phoenix's warning once again caused his soldier instincts to kick in as he performed another death defying maneuver to avoid the oncoming missile. Time itself seemed to slow down as the oncoming projectile speeded towards, but as luck would have it, the missile just barely passed over their heads. The missile had been so close that they could feel the heat from the exhaust, but chances were that Sinister had plenty more left and he would keep firing them until one of them finally landed. And judging from the powerful explosion that ensued, it would only take one.

"NICE MOVE MY CHILDREN! THINK YOU CAN DO IT AGAIN?" taunted Sinister as he took aim once again.

"Cyclops..." said Phoenix breathlessly as she saw the menacing aircraft stay with them ever step of the way.

"It's okay, baby...I know," he told her, ready to make whatever move he had to in order to stay in the fight, "Don't worry...We'll beat this! I know we will! For our parents...For the world..."

"And for us..." she finished, feeling ready to face the fury of hell itself with her lover by her side.

"For us..." said Cyclops in affirmation, feeling her alluring green eyes upon him, which helped strengthen his resolve as he prepared another maneuver.

"TIME TO DIE!" yelled Sinister as he unleashed another missile, this time coupled with a barrage of bullets.

Knowing that only a move that was highly skilled and outright crazy would help him here, Cyclops slammed on the breaks and hooked the wheel too the right, causing the whole vehicle to skid as if it were on a sheet of ice. It allowed him to effectively dodge the missile and the bullets, but in addition, it also gave him a chance to fight back.

"You first Sinister!" yelled Cyclops as he unleashed a massive optic blast while Phoenix hit him with a powerful telekinetic burst.

This combined effort hit the aircraft with great force, once again forcing the shields to go up, only this time, the sheer force of the blasts caused the entire aircraft to sway and totter, shaking Sinister out of his carefully controlled aim as he was forced to balance the rotors and the jets before he could attack again.

"ERR! YOU LITTLE SHITS!" he yelled as he struggled to level the heavy, high tech aircraft.

"Man, I'll be that pissed him off!" said Cyclops as he once again hit the accelerator on the jeep.

"No kidding!" grunted Phoenix as she kept her eye on the aircraft, watching for any signs of renewed activity on the gun mounts, "But we'll never beat him unless we can do something about that shielding."

"I know...But have faith my love," he told her confidently as he prepared to make another sharp turn near the end of the pad, "We'll think of something! We're not out of the fight yet!"

Then, as Sinister was regaining control of his aircraft...In the distance, Mayhem and the Scarlet Witch finally made their appearance in the skies above the battlefield. They watched with equal amazement at the hardware Sinister had pulled out for this final fight and upon seeing how the heavy shielding was able resist a double blast from Cyclops and Phoenix, they could tell their comrades were in need of help.

"Damn, Sinister's really going all out with this one!" said the Scarlet Witch, who was holding onto Mayhem tightly as he flew at high speeds down towards the pad where Sinister was preparing yet another attack upon their friends.

"What part of that is supposed to be shocking?" grunted Mayhem in response.

"Never said it was..." she said in response, "Come on! We have to help them!"

"Don't worry...We will!" said Mayhem as he flew down towards the south side of the pad where a dazed X23 was still struggling to return to her feet and snap her shoulder back into place.

The Scarlet Witch knew Mayhem well enough to understand when he had a plan and from the looks of it, he had already formulated one in his head. And with the stakes this high, she knew it had to be a good one if they were to have any hope of victory. As always the odds were stacked against them, but they had no intention of letting that slow them down.

"So what's the plan?" asked the Scarlet Witch as they neared the ground.

"I'm going to drop you off near X23," said Mayhem as he carefully maneuvered himself towards their still recovering comrade, "I need you to help her up so we can all attack Sinister at once."

"And what are you going to do?"

"I'm going to do something about that shield," he told her with a determined tone, "Just leave it to me...I'll take care of it."

"I know...I trust you," she said, managing what emotion she could even in times of such desperation.

Such words would only give Mayhem more strength as he looked at the monstrous aircraft in the distance as it prepared to once again fire upon his friends and family. He felt nothing but a cold, brimming hatred for this man that had taken everything away from him...Yet with Wanda by his side and his friends there with him, he was determined to end this once and for all.

"It's almost over," he said, as he landed right near X23, who they both helped up, "We just need to make this last move count!"

"Ugh...I'm game," grunted X23, the boney crunch of her shoulder causing her to grunt in pain, but remained ready and willing to take on this son of a bitch until he was done for.

"And so am I!" said the Scarlet Witch confidently, despite being a bit singed both in terms of her skin and her uniform as a result of the flames from her escape.

"Good...Then get ready," said Mayhem as he looked back towards Sinister's monstrous aircraft, "When you see your chance, take it...Because we may not get another."

"Don't worry...We will," assured X23, her trust sniper rifle still in hand, ready for one more defining shot.

With an affirmative nod, Mayhem prepared to take to the air once more to carry out what was sure to be an outright crazy plan...But before he could go, there was one last thing that had to be done before the final moments of the battle fell into place.

"Mayhem wait!" said the Scarlet Witch, stopping him just before he took off.

Instinctively, the young mutant turned to face her. Then...In a move that shocked him more than any startling revelation that Sinister could ever muster, Wanda Maximoff pressed her lips upon his, pulling him into a deep kiss. At first Mayhem was too shocked to react, but he quickly found himself kissing back as he tasted the sweet lips of the woman he wanted to come back to after all was said and done.

Such an act even caused X23's eyes to widen, but she didn't say anything despite this. The only words that escaped from her mouth as a result were the mere utterance, "Well it's about damn time."

When the kiss finally ended, Mayhem was still frozen in place...His mind still trying to process what had just happened. But the Scarlet Witch managed to snap him out of it with a simple smile...Knowing that she had sent the message she wanted to with what she had just done.

"For luck..." she told him warmly, even as the battle raged around them.

"Right..." he said, smiling back at her, "For luck."

And with that fateful act out of the way, Mayhem took to the air, now having all the more reason to come out of this one stronger than ever. And with the taste of her lips still lingering on his mouth, Vincent Freeman prepared to make his final stand against the man who had taken everything away from him, ready to do what he had to in order to stop him once and for all.

'Father Michaels...Mr. Kansuke...' he said to himself as he prayed silently to the heavens above, 'This is for you.'

Then, once he was high above the ground, the flaming wreckage of the base now a mere flicker of flame, the young mutant cast himself forward and let gravity do it's thing as he began to plummet down towards the Earth with the speed of a falling meteor. Faster and faster, the young man used his powers of flight and his invulnerability to ensure that he would hit this madman with as much force as possible. He knew he may only have the energy and strength for one shot like this...But as always, he was going to make sure this one counted. And if he did his part...He knew his friends would do theirs.

Down on the ground below, X23 and the Scarlet Witch were scrambling to get closer as they watched the menacing aircraft continue to loom over the area. Sinister's sights were still on the jeep that Cyclops and Phoenix were pushing to the limits as bullets and bombs went off around them. Yet they kept on fighting, hitting the heavily shielded aircraft with everything they could muster even as Sinister continued to taunt them.

"YOU CANNOT WIN MY CHILDREN!" he bellowed as he unleashed wave after wave of bullets upon his beloved creations, "I AM YOUR CREATOR! I MADE YOU AND I CAN DESTROY YOU! THIS FIGHT HAS GONE ON LONG ENOUGH! NOW YOU DIE!"

"This guy seriously needs to think of better taunts," grunted Phoenix, who was growing mighty sick of hearing this guy's babble again and again.

"All the more reason to shut him up!" said Cyclops as he did another quick turn, giving Phoenix a chance to hit him with another telekinetic burst.

However, Sinister's flying fortress seemed hardly affected by such hits as it kept bearing down on the two mutants below. Sinister knew as well as they did that they could not keep this up forever and eventually, the power of inevitability would catch up with them. Cyclops may have been a skilled driver, but no amount of skill could avoid the overwhelming firepower of his machine forever. And with the shield showing no signs of weakening, Sinister continued to hold the advantage over his beloved creations...But unfortunately, his determination would come back to haunt him.

"HA! YOU CAN'T RUN FOREVER MY CHILDREN!" he yelled as he once again opened up the laser cannon on the nose, seeing that he had a good clear shot to end it all right here and now, "CREATIONS CAN NEVER OVERCOME THE CREATOR! FIGHT ME ALL YOU WANT! BUT THIS IS DESTINY! THIS IS INEVITABILITY! AND I SHALL PREVAIL!"

Both Cyclops and Phoenix knew what he was about to do and tried to get into position to fire back...But at their current angle, that was all but impossible and Sinister knew it. He had a clear shot now. There was no escaping...There was no turning back. He could end it all right here...He could end the battle with the push of a button. But such a fate was not to manifest...As a powerful force from above stood poised to stop it.

Mayhem was now going at speeds equivalent to that of a supersonic jet. His sights were squarely set upon the helicopter. His thoughts were clearly set towards Sinister. This man had taken everything from him. He had made his life a living hell. And if he continued to live, he could continue to make the lives of so many others just as bad...And he would NOT let that happen.

As each moment ticked by, Vincent Freeman grew more and more determined to make this blow decisive. He knew that he would have to throw everything he could into it, otherwise it might not be enough to break the shields and he could wind up just a big splatter on Sinister's windshield. One way or another, he would have to make this count and he had no intentions of letting his friends down with this one.

"Sinister..." he said through the intense friction of the falling air as a wave of energy built up around his hands, "You took everything from me. Now it's about time I return the favor!"

Then, with the great power that rested within his mind and body, Mayhem let out a loud, determined yell as he activated his advanced booster powers...Causing his whole body to become engulfed in a bright glow of energy. It was a sight that Sinister had failed to see. And it was a sight that would quickly come to dread.


Then, just before Sinister was about to unleash the power of his laser cannon, his sensors detected the bright glow of energy. And before he could do anything to avoid or stop it, only one word echoed through his mind.


In a brilliant display of force and power, Vincent Freeman's energized form impacted the super strong shield at speeds that would have shattered anything man or nature could muster. The impact released a blinding flash as the force of the impact literally shattered the bubble of energy that had been protecting the craft. And by the time Mayhem had passed through it, the shield, and many of the internal systems for that matter, was in shambles.

"No...NOOO!" yelled Sinister as every one of his systems began to fail as huge electrostatic discharges that resembled miniature bolts of lightning shot out from all parts of his aircraft.

With the shield gone and his systems damaged beyond repair, Mayhem landed not far from where the aircraft was hovering to catch his breath. He knew he had done his part. Now it was time for his comrade's to do theirs.

In the distance, X23, who still bore her trusty sniper rifle, had taken aim at the glowing laser node in the distance. Now that the aircraft was already damaged and the shield was gone, nothing would shield the sensitive components from a lone bullet. And being the expert shot she was, it would only take a single bullet to do the job.

"One shot...One kill," she grunted, conveying the motto of every sniper as she fired a single high caliber round through the air directly at the nose.

The bullet soared through the air, straight and true, stopping only as it impacted the exact target it was intended to. And the second the bullet it the fragile, high energy components of the laser cannon, a miniature explosion in the nose sent another shockwave through the aircraft, causing it to sway and falter in mid air, showing that it was failing fast.

From here, the young mutants of Shadow Cell stood ready to deliver the final blow and as with every other enemy they had faced, they would not hold back.

"You're going down, Sinister!" yelled the Scarlet Witch as she summoned the full force of her hexing powers to warp the now unguarded helicopter blades like paperclips, further causing the aircraft to tumble through the air.

And with the aircraft now failing, Cyclops and Phoenix had a chance to move in for the final blow. Their jeep had sustained many blows and bore countless bullet holes, yet it had gotten them through Sinister's onslaught and now they would take it from here.

"This is for my family, Sinister!" said Phoenix as she engulfed her body in flame and used the full force of her telekinesis and pyrokinesis to hit the two jet engines located just below the now warped rotors.

"And last but not least..." said Cyclops as he stepped forward, his body now glowing in a bright halo of ruby red energy, "This is for us!"

Then, in one final show of overwhelming energy, Cyclops focused a massive level of energy into his body and through his hands, unleashed the final blow. It was a truly powerful blast...One that tore through the advanced aircraft as if it were made of cardboard. And from the ensuing explosion, the five mutants of Shadow Cell could make out the cries of defeat from their one time teacher and mentor.


The massive aircraft exploded with a deafening bang...One that sent a shockwave all throughout the area. The pieces and shards of the one powerful weapon were blown outwards by a massive fireball as only the main shell of the aircraft remained intact as it came crashing towards the ground in a near majestic show of defeat.

The fires still raged as what was left of the aircraft crashed upon the hard ground below, crushing it's advanced structure like an eggshell. The sounds of twisted metal and shattered concrete echoed through the air as the fires that had consumed it illuminated the night sky. Yet through this seemingly devastating impact, Mr. Sinister had not perished in ensuing explosion. He had been shaken, but not defeated. His century old, yet highly advanced body remained intact and he used his malleable form to escape the wreckage...Literally turning himself into a living puddle as he managed to seep through the flaming shards of his once powerful aircraft.

"No..." he struggled as he began to retake his full form, "Not yet...It's not over yet!"

He began to make a cowardly break for it, hoping that his children would believe him to be dead now, but he had raised them better than that. He, more than anybody else, should have known that Shadow Cell doesn't stop until the job is done.

Sinister barely took two steps when suddenly, he was hit in his upper left leg by a powerful ruby red burst of energy, literally severing the limb from his body and causing a gush of his metallic red insides to come flowing outwards.

"Ahhh!" he yelled in agony as he fell to the ground.

"Sinister..." came a familiar voice as he heard footsteps fast approaching him.

He tried to reform his leg, but the effects of the optic blast were difficult for him to recover from. In the end he tried crawling away like a wounded rat. He was weak from the explosion and pained from the blasts. The end was near for him...He could feel it. Yet still, he struggled, only to be stopped completely by the impact of another powerful optic blast. This time, it hit him right in the torso, nearly severing his entire lower body.

"Erahhhh!" he yelled as lost the ability to even crawl as he now lay in a pool of his own, exotic body fluids.

"Turn around Sinister! Face us like a man!" said Mayhem as he, Cyclops, Phoenix, X23, and the Scarlet Witch now stood over him, their shadows casting a deathly presence upon the once immortal man.

Mr. Sinister no longer had the strength to resist. He no longer had the ability to fight. He body was wounded and damaged as he now stood at the mercy of the very creations he spent so many years nurturing. He could no longer deny it. He had lost. His creations had won. He had fought so hard against them, yet he was unable to overcome the sheer power of his own work in the end.

And as he finally turned over to face the five mutant soldiers that he had done so much to hurt, a new feeling came over him. And to the great surprise of his beloved children, he actually found himself smiling as he looked back up at them.

"My children..." he said in a ragged tone, showing just how damaged his body was on so many levels, "My beloved children..."

Yet such words only made the five mutant soldiers feel more embittered at what this man had done to them. They knew they couldn't change the many years they spent trusting and respecting him, but now in the twilight hours of their grandest battle, they were finally ready to end it all. However, before they could do that, there were many things that the five youths wanted to say before the final blow could be delivered.

"Sinister..." said Scott, his voice mixed with so much anger and sorrow, "You took everything from us. You took our lives...Our families...Our youth..."

"And you lied to us!" said Vincent, finding it equally trying as conveyed so many painful emotions that had been welling up inside of him ever since he learned the truth, "You used us!"

"And I did so...For a dream...For a purpose," he answered, showing little remorse or regret for what he had done, "I used you...I brought you together...Because I dreamed of one day creating the perfect mutants to inhabit the Earth. I dreamed of one day lifting this world out of the depths of chaos and creating a new paradise for all life from the lowliest insects to the proudest of beings. And even as I lay before you in defeat...I can take comfort in the knowledge that I triumphed in many ways."

Sinister's enigmatic words seemed to strike a chord with the five soldiers he was so proud of. But still, they remained unflinching in their anger towards this man for inflicting so much hurt upon them and the world they had dedicated themselves to defending.

"You're machine is destroyed, Sinister," said X23 in response, sharing the anger of her friends and comrades as she looked back at the man who had betrayed them all, "Your lab is gone...The stone is gone...Everything is gone. Face it...You failed."

"Maybe...In some ways, I have. But in so many others...I did what I intended to do from the beginning. I took five powerful beings...Five truly wonderful souls...And turned them into a work of scientific art. You may not have become the evolved species I desired...But you are still the most powerful beings ever created through the sheer magic of nature and genetics. My own blood, sweat, and tears flow through your veins. And no matter what happens...That much will never change."

Such words resonated strongly for the five soldiers, for they knew there was no escaping such a fact no matter how much they hated him. They truly were in many ways...His children. It was a burden they would always have to carry no matter what they did or how they went on from here. This man had made them. He had trained and nurtured them. And now, as they stood before him during his final moments, he almost seemed...Happy.

"Say what you will...It's not going to stop us from ending this," said Phoenix, still bitter, but not speaking from as much rage as before as his words echoed through her mind, "Sweet talk us all you want, butt's not going to change the outcome."

"I would expect...Nothing less from you my children," he said, looking back at his creations with the same affection as a father would a child, "And I do not fear such a fate. I am an old man who has lived for over a century. I have seen some truly marvelous changes in the past hundred years...Changes that show just how far this world has come...And how far it has yet to go. I had the opportunity to live through the most wondrous years of human civilization. I had the chance to see mankind truly evolve right before my very eyes. And for that...I feel blessed. And I can die with no regrets."

It was almost a paradox in many ways. For once, the enemy they had so ardently overcome wasn't afraid to die. If anything, he embraced it. Sinister had created a world of lies around them, tricking and deceiving them in ways so insidious that no amount of punishment could properly attest for such sins. But now, the farce was gone...The veil of lies had been lifted. What Sinister was speaking now was complete truth...Words that he meant with every fiber of his wounded being. His inhumanity, avarice, and madness didn't seem to bother him in the slightest, for he had no regrets for the deeds he had done. And he was ready to face whatever the next life held for him, knowing that he had done his part...He had left his mark.

"So that's it?" said Wanda, still feeling as though there were things left unsaid, "No more lies? No more deceptions? This is how it ends?"

"You really don't give a damn about what you did to us or what you were going to inflict upon the world?" added Jean, honestly not knowing what to think about such enigmatic meaning, "Was everything you taught us one big hypocrisy? Things like honor, valor, faith, compassion, emotion, humility, and self sacrifice...Were they just words to you?"

"On the contrary..." he answered, merely smiling back as he listened to all the things his children remembered from everything he taught them, "Those beliefs...Those values...Those unbending virtues that I preached to you were far more than I ever could have managed to convey. You think my actions garner hypocrisy...Yet does not the meaning count more than the message? Does not the context mean more than the content? It all goes back to what Magnum once told you about faith...And never losing sight of it no matter how obscured the world is. I spoke of such values not only to instill them upon you for future generations...But to ensure that you would be truly noble beings of just virtue. When you have lived as long as I have...You see too many people driven by hatred, consumed by evil, and devoid of honor. I myself have been corrupted by such things over the years, but I have long since accepted that. But through teaching and training you to become truly noble soldiers of your country and your species...I have instilled upon you the good that so many strive to attain...And the honor that so many fail to uphold."

In many ways, Sinister's words made such a triumph feel less like a victory and more like a draw. Here they were...Proud, honorable soldiers of a cause they once so deeply believed in...Yet even as the world around them fell apart, they held onto that which they so deeply valued. Their honor, integrity, duty, and compassion remained steady through it all. And as much as they hated to admit it, Mr. Sinister was partially responsible for that.

And ironically, it was for these very reasons that they sought to end his blighted existence once and for all. The very thing he had used to further his own insidious goals was to be part of his demises. Such a fact was certainly not lost upon him, but he showed no remorse in the end and stood ready to accept his fate.

"You may have taught us, Sinister..." said Scott, now standing ready to deliver the final blow, "But we'll never be creations you want us to be."

"Say what you will my boy...But you've already succeeded in that. You have become so much of what I wanted you to be...That there's no escaping that which is written into your being. Try as you might...Hate me all you want...But it will never change who and what you are. There is no diverting from the path you have taken. From the enhancements I gave you...To the skills and ideas I taught you...You are and shall forever be...My children."

Scott Summers, Jean Grey, Vincent Freeman, Wanda Maximoff, and X23 did not say anything in response. There was so much about them that was linked to Sinister that there truly was no escaping it. So much of him flowed within their beings...So much of their lives was forever linked to him. Even if they killed him, it would not change the truth. It would not change what they were. And for the five mutant soldiers, it was a very hard pill to swallow.

Yet for Sinister, such words were simply that which he hoped to impart upon his most beloved creations before he left this world forever. From the people he tortured to those who had died by his very hands, he had no regrets. Hell would hold no surprises for him. He would not resist death. And now, at the hands and whim of the beings that meant most to him...He was prepared to accept his fate.

"I...I'm ready," he told them, casting them one last approving smile, "The mission...Must be completed. One must live...And one must die. I can think of no greater way to leave this world than by the hands of my own children. I am truly blessed...With such a gift. I can see no greater honor than leaving behind on this world...Five wonderful beings...That I love so dearly. And even though I wasn't able to make the world into a new Eden...I can die knowing...That it will be...In good hands."

With those final words said, Mr. Sinister finally fell silent, ready and waiting for the final blow. Yet even as he waited, the five mutant soldiers hesitated somewhat, for no matter how much they hated this man for what he did to them and what he took from them...He was still the Dr. Essex they knew and respected so much. What he had imparted upon them meant more than mere lies. They were forever bound with the virtues of honor, compassion, and loyalty down to their very souls. It was what they had faith in...It was what they would always have faith in. And with their faith to guide them, through thick and thin, through victory and defeat, the five mutants knew that they were and always would be...True soldiers.

"Goodbye...Dr. Nathanial Essex," said Scott Summers as his eyes glowed a bright ruby red color, showing that he was ready to deliver the final blow, "Whether we're your children or not...Just know this...We're nobody's tools."

And with that final message, Cyclops unleashed a powerful burst of optic red energy that engulfed the whole area around Sinister's body in a bright red flash. It was strange, for he was still smiling even as every cell of his body was incinerated in a smoldering heap, sending his demented soul to the next life.

And when all was said and done, there was nothing left...Just a smoldering heap of charred pavement. And by the hands of the very creations he was so proud of, Mr. Sinister was no more.

Yet despite this final triumph, the five mutant soldiers found themselves in a daze as they looked back upon the spot where Sinister had met his end. So many conflicting thoughts and emotions were coursing through their minds, for it was truly over now. Sinister was gone, Shadow Cell was gone, and the world they had lived for so long was no more. Yet despite all this, they were still alive...Left with an uncertain future.

"It's over..." said Vincent, finally breaking the silence as he and his comrades stood together in triumph, yet still feeling so defeated in so many ways, "It's finally over."

"So then...What now?" asked Wanda as she found herself standing close to Vincent, taking his hand in hers for something to hold onto, "What happens now?"

"Honestly, Wanda...I have no idea," said Scott, shaking his head in defeat, prompting Jean to stand close as well for the comfort only they could provide one another.

They were all tired, tattered, and deeply conflicted. Each one of them had uniforms that were tattered and shredded from bullets and shrapnel. For Scott, Jean, and Wanda, who didn't have the same healing powers or invulnerability as Vincent or X23, they had wounds and bruises all over their bodies mixing with the stains of blood. But these were wounds that would heal...The ones on the inside, however, would be a different story altogether.

Then, in the distance, the sound of helicopter blades and mechanized infantry vehicles, courtesy of SHIELD, began to scour the area and the five mutant soldiers of Shadow Cell could see a new presence overtaking the now scared battlefield. Under normal circumstances, this would have been their queue to make their exit, but this time, there was nothing to go back to...No home to return to.

"Looks like the cavalry has finally arrived...Late as usual," said X23 as she saw the distinctive high-tech vehicles of SHIELD that they all knew so well.

"You think they'll arrest us since we're officially rogue?" wondered Jean, knowing that was a very real possibility.

"Does it really matter at this point?" said X23 in response, who may not have known a lot about the complex world she was created in, but knew enough to know how certain things work...Namely what happens to rogue soldiers.

It truly seemed as though there was nothing left for them. They were just five non-existent beings, practically dead in every sense of the word. They were soldiers, fighters, and patriots. Yet despite all their loyalty and dedication, they had been betrayed and now here they were, standing victorious over those who had used them, only to find themselves at a true impasse with nowhere to go and nobody to turn to but each other.

But even if SHIELD did arrest them and lock them up as standard protocol for handling rogue groups dictated, Shadow Cell had no regrets about what they just did. They fought, they bled, and they triumphed over the forces that threatened the world they had sworn to protect. They completed their mission. They succeeded in their task. And that alone was enough for them...Even if it meant sacrificing so much.

"I guess we don't have a choice," said Vincent with a defeated sigh, "Either accept what our country orders or run away and live in the shadows."

"Yeah, some choice..." muttered X23, knowing that didn't leave them many options, "I guess that means we run. We run and never look back."

"Yeah...You're right X," said Scott, giving Jean's hand a firm squeeze, "It's like I said before...We were never on the side of the military, the government, or Dr. Essex. The only side we were ever on...And the only side that matters...Is ours."

"Right..." said Wanda, not arguing those words for a second, feeling a renewed sense of strength because of them, "And as long as we still have each other...Then that's all we need."

"Yeah, we're still a unit and we're still a family," said Vincent, feeling a bit more confident now as he and his friends stood together even at this difficult time, "But still, you have to wonder...Where does this leave us? Where do we go from here?"

There were no clear answers for such questions and the five mutant soldiers of Shadow Cell doubted that they would ever truly know for certain. They merely stood in silence, for there was nothing left to say. The mission was over, their home was gone, and everything they had once believed in was in shambles. What else was there for them? Was there anything left in this world at all for a bunch of renegade mutant soldiers?

Then suddenly, as the five mutant soldiers continued to stand in silence over the charred ground where Mr. Sinister had met his end, a new presence descended upon them from above. It was the X-jet...And inside, it bore the X-men...The team of mutants that had helped them succeed. Even after having fought them before, they still helped them. And from the looks of it, they weren't done yet.

"What the hell?" said Scott as he and the others grew curious over this sudden development as they watched the high tech plane land in a clearing not far from where they were standing.

"Why are they still here?" said Wanda, thinking it definitely wasn't a good idea for a bunch of civilians to stick around when SHIELD was descending upon the area.

Before any of them could ponder the answers, the hatch to the aircraft opened up and Logan, Ororo, Angel, and Psylocke stepped out and approached the mutant soldiers that had helped save their friend. Some were limping a bit from bruises and injuries, for it had been a fight truly unlike any other against a foe more insidious than they ever could have imagined. Yet in the end, they all triumphed.

They were all noticeably scared from the battle. Warren was still leaning on Betsy for support and his wings were still drooping. Storm's uniform had plenty of tears in it and both she and Betsy looked quite disheveled from it all. Even Logan showed a few battle scars, but his were easy to hide.

And aside from the scars, there was the impact to consider. These five had just helped save them all at the expense of everything they held dear. They're whole world had been turned upside down. After all their sacrifices, it was all gone. And for that, they couldn't just let these brave warriors be lost to the obscurities of a complicated world.

"What are you guys still doing here?" said Scott in a monotone voice, looking as indifferent as the rest of his comrades.

"I could ask the lot of you the same," quipped Psylocke in response.

"You're civilians...We're not," stated Vincent firmly, "You shouldn't be here! Just take your friend, go back to your home, and leave this as it is!"

"Sorry, bub...But we just can't do that," said Logan in response, showing no inclination to heed the young man's words, "We ain't leavin' until we talk to ya about something important."

"Why would you want to do that?" said X23 skeptically, trying not to look into the eyes of the man who's blood created her, for it still caused so many conflicting feelings, "You got your friend. Everybody on your team is still alive. You should just go! This doesn't concern you!"

"No, you're wrong kid...Dead wrong," said Logan as he walked up to her and took in the conflicted look on her face, "After all the crap we just went through, do you really expect us to just up and leave you guys here?"

"Why not?" said Jean in a morose tone, "This is where we belong. This is our world."

"But your world is gone now!" said Warren, shifting their attention to the burning buildings around them, "Your world betrayed you and you fought back. But now that you've succeeded, what are you going to do? Where are you going to go?"

None of the five mutant soldiers said anything to respond to that, for they still weren't sure of just where their future would lead them. The four X-men could tell and it was clearly a great conflict for all of them. And while they couldn't imagine the kind of turmoil they must be experiencing, they truly didn't want to see these five soldiers go...Not after they had done so much for them and the world at large.

"I know this must be a difficult time for you all..." said Ororo in a tone laced with the compassion that so often defined her, "And granted, we can never know how you truly feel...But that doesn't mean we can't help you."

"Help us?" scoffed Wanda skeptically, "How in the hell could you possibly help us?"

"And moreover...Why?" added Scott.

Then suddenly, as if on queue, a voice projected into their minds, a calm and gentle voice that the five mutant soldiers didn't have the strength or the desire to shield themselves from. And from this voice, a ghostly apparition appeared before them...An apparition they quickly recognized as being Professor Charles Xavier, the man who was always willing to help those in need.

"I think you all know the answer to that, Shadow Cell," said Professor Xavier as his projection stood clear for the five dazed and distraught soldiers to see.

"Professor Xavier?" said Vincent, feeling just as surprised as the rest of his comrades at the sudden appearance of the powerful telepath.

"I know this must be a confusing time. The world you once knew has fallen apart."

"Yeah, thanks for the reminder," muttered X23, not feeling any better about it.

"But that doesn't mean that this has to be the end for you," said the Professor, his voice conveying an honest sense of hope, "The five of you have done a lot for this world. You've done so much to help people even though they'll never know that which you sacrificed so readily for them. And now, I think it's time the world help you in return."

"Help us?" said Vincent, not sure what exactly he was implying, "But why, professor? We attacked you for crying out loud!"

"You saved the life of one of my students," he told them as if it were the most obvious thing in the world, "You guided my team through a truly difficult challenge, leading them into battle against a man who would have surely destroyed everything we hold dear. You were used. You lost everything. Yet you still helped us."

"But we still fought against you and your students before..." reminded Scott, "So consider us even."

"Be that as it may, it most certainly doesn't make us even. One of the many tenants that I have gone by in my quest to bring peace to a world where nothing is as it seems is to help those who can't help themselves. And right now, I see a chance to do just that with five very special young mutants whom my school owes so much to."

"Help us?" said Wanda with a scoff, "We don't need your help. We can survive on our own."

"I have no doubts that you can. But just because you can survive, that doesn't mean you can rebuild your world. I can already tell that you strongly believe in the principles you were taught as soldiers. Whether or not they were right or wrong wasn't an issue. All that mattered was that you had faith in them. And for that reason and so many others, I would like to offer you a chance to start over...To make new lives for yourselves on your own terms and under your own principles at the Xavier Institute for Gifted Youngsters."

It was an offer the likes of which the five mutant soldiers probably would never face again...The chance to be civilians again...The chance live their own lives again. Such a thought definitely had it's appeal in the minds of the five soldiers who had known nothing but war for so long now...But still, they didn't know if such a life was even possible for them. They were mutants. They were soldiers. They were killers. How could they ever fit into a world like that again? How could they ever manage?

Yet at the same time, a part of them was so tired of war. After having been betrayed by their mentors and teachers, part of them didn't want to live such a life anymore. They would always be soldiers at heart, but what about their lives? What about the time they had missed, the world they had yet to experience, and the challenges they had yet to face? Could they really do this at a place like Xavier's? Could they really find their place in the world again?

"You...You really want us to join your school?" asked X23, finding such an offer difficult to contemplate.

"Indeed I do," affirmed the Professor.

"Even after everything we've done?" said Vincent, still feeling so conflicted and uncertain with everything he had just experienced with all the revelations and complications.

"I believe that everybody deserves a chance," he told them in response, his wise tone resonating strongly with the five honor driven soldiers, "I'm simply giving you the opportunity to make a choice. I won't force you to make your choice either way, but I ask that you consider my offer. The world is a big place...A fact which I'm sure the five of you know all too well. As soldiers, you fought with valor and honor to save lives. And for that, I would consider it a great honor to have you at my school."

Looking back at the flaming ruins of their now shattered home, the five mutant soldiers of Shadow Cell knew that this was a big choice for them. Either run away from it all and live free in a world wrought with complications and lies or seek a life of their own for once, right in the midst of that world of lies. Each one had their appeal, yet each one had their drawbacks. Yet as they looked at one another, the choice became clear.

'Guys...' sent Jean telepathically, wanting to get one final consensus before they made this monumental choice, 'What do you think? What should we do?'

'I...I really don't know,' replied X23, 'We've been living this life for so long now. How can we ever hope to live another?'

'I'm not sure, X...' sent Wanda in response, 'We're soldiers. We fight wars, we destroy the enemy, and we complete the mission...That much we can never escape.'

'But does that mean we can't live a life of our own?' asked Jean, still not able to come to a decision, 'Does that mean we can't find peace on our own terms?'

There was a brief silence between them, but it didn't last long as Vincent quickly came to a few major conclusions.

'You're right. We are soldiers...We are killers,' he sent to them, expressing his sorrow for such an inescapable fact of their lives, 'Sinister took a lot from us, but the biggest thing he took was our faith. We believed in what we were doing regardless of whether or not he used us. And...I don't want to keep being somebody's tool. I don't want to lose my faith in what I believe in.'

His four comrades couldn't deny the truth in their friend's words, but he was not done yet. There was still one last thing on his mind that he felt would seal their decision.

'We fought, we bled, and we triumphed...Together,' he went on to say, 'And now, I think it's time we take back what Sinister took from us. I think it's time we truly start fighting for ourselves. And maybe...Just maybe...The Xavier Institute could help us with that. I may not have faith in the lies Sinister told us, but I'll always have faith in us.'

With that in mind, it all seemed so much clearer to them. And through the sorrow and confusion that still so deeply frustrated them, the veil of deceit seemed to lift from their souls. At long last, they could live life on their terms. At long last, they could make up for the time they had missed. There may have been plenty of unanswered questions, but for now, at least they knew the answers that mattered.

'So...Are we decided?' said Scott, breaking the silence between them, 'Are we going to learn what we can from the people willing to help us?'

'I think you said it all, Vincent,' sent Wanda in a tender tone that caused him to blush somewhat.

'And I think you have a point,' added Jean, 'And I'm ready to start over.'

'Yeah...Me too,' sent X23, her gaze drifting back towards Logan for reasons unknown, 'I think...No, I know this is right. I know that this is the right path to take. I'm not sure where it'll lead, but I'm willing to face it as long as we continued to stick together. We are a unit...Shadow Cell or now Shadow Cell. That much nobody can ever take from us. And now, we have a chance to find our place in the world. And I think we should take it.'

And with that, the five mutant soldiers were finally in agreement, they had finally made their choice. It may not have been clear just where this would lead them, but for Scott Summers, Jean Grey, Vincent Freeman, Wanda Maximoff, and X23...They were ready and willing to find out.

"Professor Charles Xavier..." said Scott, finally breaking the silence that had fallen over them, "I think we're all in agreement here...And we accept your offer."

"I'm glad to hear that," said the Professor with a smile and a sense of great joy, for he had managed to get through to these lost souls, "Then all I can say is...A new world awaits. And hopefully the X-men will help you find your place in it."

And with that, Professor Xavier's astral form disappeared, leaving the five mutant soldiers with only a ride to catch and a new home waiting for them. And for Logan, Ororo, Warren, and Psylocke, they were there to welcome them into this new uncertain life.

"I guess all I can say now is welcome to the X-men," said Ororo with a warm smile.

"Yeah...Thanks," said X23, still sounding very conflicted, "So I guess we just start over from here?"

"And after being used for so long, can we really have a clean slate?" said Vincent, still unable to forget the feeling of being so used and tainted after what Sinister did to them.

"I don't know a whole lot about that, bub," said Logan, having thought such things about his own life before, "But all I know is that everything you fought for, everything you believed in, and everything you experienced...Is yours. It's all up to you on how ya choose to use that."

Such words definitely made it easier for the five mutant soldiers as they heard from Logan's lifetime of experience. Having been down that road before, he had come to learn things that they had yet to ascertain. And hopefully, there was a lot more he could teach them. But for now, it was all about new beginnings...A clean slate...And a new life.

"Come on...Let's take you to your new home," said Logan as he, Ororo, Warren, and Betsy began to make their way back into the jet.

Home...That word had a lot of different meanings to the five mutant soldiers who were no without one in many ways. It was definitely a strange, uncertain time for all of them, but it was a time that held so much promise and hope. And before they stepped onto the jet and into a new life, there remained one last thing for them to do.

"I guess it's time to finally leave this place behind," said Scott as he reached into his tattered uniform and pulled out his dog tag, which so seldom left his neck, "And I believe that if we're truly going to make our own destiny together...There are some things we should leave behind...And others we should always hold onto."

And with those words in mind, he threw his dog tag into the flaming wreckage of the building that had made them who they were.

"You're right Scott. This is our world now...This is our future," said Jean and she, Vincent, Wanda, and X23 followed suit, ripping off their dog tags and taking one last look at the relic that bore so much their past before throwing it away, forever leaving behind the world they once knew, "Now...It's time we start over. And like any other mission...We're in this together."

With the past finally behind them, the five mutant soldiers made their way to the jet, but before finally moving onward to an uncertain future...They came together in one last chant, giving their fragile souls a new sense of hope that they would carry with them now and forever.



AN: Wow...What a battle! What a fight! At long last, Mr. Sinister is no more. His plans have ended and the creations he so coveted are now at a crossroad. Shadow Cell is now facing a new beginning wrought with so many challenge. And after all the missions, rigors, and complications, can they really fit into the X-men? Stay tuned to find out as the five soldiers of Shadow Cell start a new life! There's still plenty of drama to come, so stay tuned to see how it all comes together! So what did you all think? Now that the action is over, I'd love to know! Please send me your comments via email or post them on the fanfiction website! I don't care which you do as long as you review! Thanks a ton for reading everybody and I wish you all the best!

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