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

Secrets Uncovered

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: 2006-07-07 - Updated: 2006-07-07 - 10463 words

Sinister Soldiers
Chapter 30: Secrets Uncovered


A large black helicopter had descended upon the Xavier Institute for Gifted Youngsters just as the sun was setting over the horizon. It bore absolutely no markings or traces of any such allegiance and had only two occupants...But there was only one that knew anything of true importance concerning this very discrete excursion.

In the passenger seat was Colonel Nick Fury...The head of SHIELD...And he was breaking a lot of rules by doing this. He was supposed to be back at a meeting in Washington DC with many very important people discussing a very important issue...But with the bitter stalemate that had formed from the beginning, he doubted anybody would notice his absence. Besides...This was something he had to do...Not as a man of duty, but as a man of honor.

"Never thought I'd end up coming here of all places..." said Nick Fury as he put out a cigar and took in the sight of the Xavier Institute.

The pilot of the aircraft stayed silent, for he was also breaking many rules by doing this. However, he was a man that Nick Fury trusted on a very personal level and he knew he would keep his mouth shut about this little visit, for what he was about to do was definitely going to be off the record.

"Do you want me to fly and land in another clearing sir?" asked the pilot as Fury undid the restraints and prepared to make his exit.

"No...Stay here," he ordered simply, "This shouldn't take long. It all depends on how happy an old friend of mine is to see me."

Without saying another word, the pilot nodded in affirmation as he watched the legendary cold warrior exit the aircraft.

The sound of the helicopter had sparked the attention of everybody on the upper levels and a few, namely the regulars, gathered at the front door along with Logan and Ororo to see who their mysterious visitor was.

"Logan, what's going on?" asked Warren as he, Betsy, Kurt, Kitty, Rogue, Remy, and Beast stood on the front steps of the institute.

"We're finally gettin' some answers..." he told them bluntly as he approached Fury with Ororo following close behind.

Looking around, Fury saw some of the damage that had yet to be cleaned up from Shadow Cell's attack. It was precise, thorough, and very destructive...A shining example of the unit's capabilities and skill. It was for this reason why Fury had no doubts that the super secret team of mutants was behind this...And he had a gut feeling that neither the Colonel nor the General had condoned it.

"Looks like you guys had quite a party here, Logan..." said Fury as he lit another cigar.

"Cut the crap, eye patch..." said Logan, not sounding too pleased with his presence even though he was probably their best hope for answers at this point, "You know why I called."

"And you know why I'm here," he retorted as he exhaled a puff of smoke, "Sorry I couldn't send an invitation...But you of all people should know how it is."

That only caused Logan to let out another distasteful grunt, for he never liked having to revisit his shady history with SHIELD. And even though Nick Fury was still an ally in many ways to the X-men, that didn't do much alleviate some of the more personal history he had with Logan...Namely relating to the work he did for SHIELD in the past...Work that just happened to end on a rather sour note.

"Don't start with me, Fury," threatened Logan, not wanting yet another reminder of his history with SHIELD, "You know damn well that I..."

"Enough Logan...Do you want my help with this or not?" said Fury, cutting the feral mutant off in mid sentence.

"Of course we do..." said Ororo, not giving Logan a chance to retort, knowing full well that it wouldn't necessarily help, "Please...Come in. I'm sure Xavier will want to hear this."

"Can't say no to a pretty lady..." said Fury as he took another puff of his cigar before putting it out and following the former weather goddess into the institute.

His words definitely irked Logan, but he kept his mouth shut as he grudgingly followed close behind. As for the rest of the team, they could only watch with intrigue at the sudden appearance of an old friend of Logan's...If they could call it that. While they all knew of Nick Fury to some extent given that he had helped the X-men before during the sentinel incident when the Professor had gone missing, he was still a very rare topic of concern. Logan had explicitly told him that he was from a world of secrecy and to talk to much about him was just asking for trouble.

"Yeesh, what was that about?" asked Kitty as she and the others followed Logan, Ororo, and Fury down to the lower levels.

"Beats me, luv," answered Betsy, "But something tells me I'd rather not know."

"No argument here..." said Warren in agreement, "But if he can shed some light on the situation, that's just fine by me."

The team followed down into the lower levels where some of those that had been injured were still resting with a few now up and about. Professor Xavier had also remained on the lower levels, spending most of his time sifting through the mangled data of Cerebro and reprogramming it from scratch. However, despite his efforts, he had found no further clues to shed light on the ongoing mystery...But upon sensing the presence of Colonel Nick Fury, he hoped that would soon change.

"It's good to see you again Colonel Fury," said Xavier as he entered the main computer room adjacent to Cerebro.

"Likewise Professor..." said Fury as stepped into the elaborate, high tech room that harbored components SHIELD wouldn't mind having, "But before I say anything else, let's get one thing straight...I am not here at the moment. I am not in this room, I am not in this institute, and I never was. As far as the rest of you are concerned, you don't know me, you've never heard of me, and you don't know where the hell I am...Understood?"

Everybody was a bit taken by the seriousness in his voice. He was cold, blunt, and serious...For he knew he had to be given the situation he now found himself in and if these teenage misfits couldn't get that, then he would have no qualms about leaving them all to their own devices.

Fortunately, nobody argued with the old Cold War soldier and simply nodded silently in response, feeling somewhat intimidated by his harsh words. But in the world of super secret government operations, such actions were necessary even when doing something that was breaking so many rules.

"Yeah...We understand," answered Logan, who was more used to such words, "I know the drill."

"Good...Just make sure you remember that for future references," said Fury as he took out a small, unmarked data disk from the pocket of his trench coat, "Because what I'm about to tell you is strictly classified...But since you all are now involved in this, you might as well know what you're dealing with."

Almost immediately, the computer read the flash drive and brought up a vast array of data files. Many of these files had only been seen by the most privileged of eyes and for good reason...For they were some of the only traces of data in the world that contained information on Project Shadow Cell. And as head of SHIELD, he was entitled to the data...But he had never truly used it up until now. And whatever was going on now with the shady organization, Fury knew he wouldn't be able to do anything about it given the influence it had...But hopefully, this is where the X-men could help.

"Merdè, what is all dis?" asked Remy as several large files loaded upon the screen.

"This...Is what attacked you," answered Fury cryptically, "And given the kind of force you were up against, you should all feel lucky because you're probably one of an elite handful who has looked them in the eye and lived to tell about it."

"But...Who exactly were they?" asked Professor Xavier, asking the question that he knew was now on everybody's mind, "Who attacked my institute?"

Nick Fury took a deep breath, for what he was about to say was going to be difficult to say the least and given that this was some of the most sensitive information in the world, a certain sense of anxiety pervaded as he began to tell the long, complicated tale that was Shadow Cell.

"It's a long story, Professor..." he began as he stood back and let some of the programs run, "But in the simplest of terms...To answer your question, your institute was attacked by an advanced military unit so secret that simply saying it's name out of context is a federal offense that can earn you a one way ticket to Leavenworth. Even I don't know any more than the bear minimums and I've got some of the best security clearances in the world. It's a unit that this government has used time and time again to save this planet from destruction and it's so shady, that only the highest levels of government even know of its existence. And they call it...Project Shadow Cell."

"Project Shadow Cell?" said the Professor as he looked at some of the data readouts, many of which had blacked out sections of text.

"Yes...And believe me, it's a fitting name," said Fury as he brought up a few grainy photos, "Shadow Cell is a unit unlike anything that's been attempted before or ever since. The impact they've had has reached to practically ever side of the planet. As far as I know, they're the reason why the United States hasn't been incinerated by nuclear bombs from China. They're the reason why the Red Mafia hasn't taken over the Russian government. They're the reason why the Kingpin hasn't seized control of the greater New York area. They're the reason why Latin American drug cartels haven't turned entire nations into terror states. They're the reason why rogue countries like Latveria and renegade rulers like Victor Von Doom don't have nuclear weapons. They're the reason why Iraq's weapons of mass destruction were destroyed before they were ever used. They're the reason why India and Pakistan haven't nuked each other back into the stone age. They're the reason why deadly biological weapons like enhanced smallpox, VX influenza, plague, and anthrax haven't wiped out the human race several times over. In short...They're the reason why were all still breathing."

It was quite a long list of accomplishments...One that seemed outright impossible in many ways. Yet Nick Fury spoke with a seriousness that left no room for exaggerations and he knew that this was just a prelude to something much more complex. And the only way the others could respond thus far was with one single word...


"Yeah, I know..." said Fury as he took in some of the shocked expressions on their faces, "But believe me, this is just the tip of the iceberg."

Fury then went on to show a few pictures of Shadow Cell's handiwork. And just as his words had shocked him, the images only served to add an even greater sense of awe.

"Mien Gott..." gasped Kurt as he looked upon some of the pictures, many of which resembled smoking craters or war zones.

"Damn! What hit that place? The hand of God?!" exclaimed Warren as he looked at images of vast fields of charred and mangled rubble...Some of which included mutilated bodies.

"No...Worse. At least with God you have a chance to pray for your soul..." made Fury as he switched to a few more images, "This is just a small hint of what Shadow Cell is capable of. What you're looking at are weapons facilities, training camps, terror cells, crime headquarters, and pretty much every other kind of place you'd expect to find unsavory characters. This is what Shadow Cell did to them...And this is how they operate."

It was an unsettling feeling that they had come so close to such a powerful force and were still breathing. And if the images they were looking at were any indication, they all should have been dead...Because whoever these Shadow Cell guys were, they seemed to have no real issues with killing.

"Shit..." grunted Logan, for even he found some of these images disturbing, "This is what your guys do in your spare time Fury?!"

"No Logan...These aren't my agents...Not by a long shot," answered Nick Fury as he began bringing up a few data files, "These are soldiers...Plain and simple. They're soldiers of the most advanced fighting unit ever conceived."

"Soldiers..." said the Professor, growing all the more intrigued and disturbed for that matter, for this confirmed some of Logan's earlier suspicions, "Just how big is this force, Colonel?"

"Not as big as you think..." answered Fury as he bought up a few pictures, "There are only five of them...But that's all they need."

"Wait...Are you tellin' me that all the shit in those pictures was just caused by five soldiers?!" exclaimed Rogue, finding that hard to believe.

"Yes...That's exactly what I'm telling you," said Fury bluntly.

"But...How?" asked the Professor, finding it fascinating how so much impact could be dealt in such secrecy by just five soldiers, "How could five soldiers accomplish all this?"

"That, Professor...Is where the story begins," said Fury as he began running the next program on the console so that everybody could see the true details concerning this most secret of organizations, "Believe it or not, Project Shadow Cell has been an extensive ongoing project for nearly a decade. And it was all put together by this man...Dr. Nathanial Essex."

An image of the every mysterious doctor then blared across the oversized screen. On the surface, there didn't seem to be anything too special about him...But to anybody who looked a bit harder, it was clear that there was something very sinister about this man.

"Nathanial Essex?" said Professor Xavier in a surprised tone, as if he recognized that name.

"You mean THE Nathanial Essex?" said Beast, almost sounding a bit excited.

"Believe me...There's only one," affirmed Fury.

"Why? Do you know him Professor?" inquired Betsy.

"No...Not exactly," said the Professor as he looked back into the ominous eyes of the dark man in the image, "But I know of him. Back in college, I followed his work very closely and was an avid fan of his accomplishments."

"Yes, and so was I," said Hank, sounding just as intrigued, "I read every single paper he's ever published on biology, genetics, and human anatomy."

"So he's a scientist..." concluded Logan, speaking with a bit of distaste in his tone, for he had met too many bad scientists for one lifetime because of his experience with Weapon X.

"Indeed..." said Professor Xavier, "And one of the most brilliant I've ever come across."

"And you'd be hard pressed to find anybody to argue that," added Fury, "This guy is smart...No doubt about it. He's probably the only one out there who can make Reed Richards scratch his head in confusion."

"Yes, but what happened to him?" asked Hank, feeling as though Fury was giving them more questions than answers, "After following his work, he seemed to just disappear off the face of the Earth."

"That's actually pretty accurate when you get right down to it, Hank," said Fury as he brought up few files that contained some of the more detailed information on the enigmatic doctor, "In a sense...He did disappear...But not in the way you might suspect."

Then, images of Dr. Essex and his work began blaring across the screen, all of which had to do with biology and genetics of sorts. And even to the Professor and Hank, who were familiar with such things, it seemed pretty advanced.

"Dr. Essex is the foremost leading authority on genetic and mutation," explained Fury as images of DNA and advanced readouts blared across the screen, "He's pretty much the go-to guy for everything having to do with mutants and has been for decades."

"Decades?" said Kitty in confused tone, "I thought the government didn't know about mutants until that whole sentinel junk."

Nick Fury just laughed somewhat at the young girl's naivety, for neither she nor any of her friends for that matter had the slightest idea of just how complicated the world was. Even as mutants, they were still a part of the mindless masses who lived in a cloak of lies each and every day of their existence. It was almost funny for him to actually be around the people who live through such lies, but that only made the overall tone of what he was talking about seem all the more serious.

"Believe me kiddies...There isn't much the government doesn't know," said Fury in a serious tone, "You all could have been closely monitored and tracked since the cradle and you'd never even know about it. The government is a lot more powerful than you think. The textbooks you probably read in school are mainly just filler for how things really operate...And this case is certainly no exception."

The words of the former cold warrior didn't sit too well with the group of young mutants, who up until now felt as though they had a pretty firm grasp on their world. Yet they found no reason not to believe him, for he seemed to know so much more than they ever could have imagined. They had hoped he would give them answers...But so far, all they had was more questions.

"At one point, Dr. Essex was a man of legitimate science..." he continued as he brought up a few more pictures of the man in his earlier days, "In fact, he's the main pioneer of modern day biotechnology. But even in his more innocent days...The man had one true passion that ranked above all others...Mutants."

Then, the pictures began to get a little more interesting to the curious onlookers as they saw what looked to be grainy photos of elaborate laboratories, many of which looked advanced even in comparison to those at the institute. This was where Fury knew it got a little disturbing, but if they wanted to know the answers...They were going to have to stomach it.

"Because of his expertise, he was a clear candidate for a series of black programs that sought to study and utilize mutation. It's because of his work, the United States has held the title as the most advanced country in terms of genetics and biotechnology. And naturally...His kind of work appealed to many military branches who sought to use mutants as weapons."

Hearing the words mutant and weapons in the same sentence didn't sit well for the X-men...But it was certainly a lot more troubling for Logan, who had actually been a part of such a program which had left many deep scars upon his already complicated life. The mere thought of more programs like Weapon X out there was something that made him sick to the very pit of his stomach because he knew all too well the sheer horrors of such an experience.

"You mean like Weapon X?" he grunted with raw venom in his tone as he said those words.

"In some regards...Yes. But Dr. Essex was never directly involved with that program. Instead, he immersed himself in a series of super secret research projects funded by a multitude of government and private organization...Each one of them working at the cutting edge of technology in multiple fields. But he made progress in a way nobody else could. And because of that, he broke many significant boundaries...All of them culminating in an infamous program known as the Prodigy Project."

Then, Fury brought up another collection of photos, but as soon as the images flashed upon the screen, many of the unfortunate onlookers gagged at what they saw and were forced to turn away.

"Oh man! How many more pictures like this do you have?!" exclaimed Warren, wishing now that he had skipped dinner along with the rest of his friends.

"Thankfully, this is one of only a few..." he said as he went through some of the grizzly photos that depicted truly horrific images of young children undergoing gruesome and disturbing tests, "The Prodigy Project was one of Dr. Essex's downfalls in many ways because he did things that would make any rational thinking person vomit."

"Ugh...No kidding," said Kitty, who found herself looking away along with Kurt, unable to take in such horrifying images.

"It was a very illegal, very dirty project..." said Fury, who even after all these years still found these images disturbing, "It took young mutant children, abducted them from their homes, and stuck them in a cage like lab rats to undergo the kind of experimentation that would make Amnesty International shit their pants. But that never seemed to bother Dr. Essex in the slightest."

"But these are children..." said Ororo as she covered her mouth in horror at some of the pictures, "What kind of monster would do such a thing?"

"The kind of monster willing to do anything for the sake of progress and knowledge," answered Fury grimly, "And Dr. Nathanial Essex definitely fits the bill."

"And THIS is the guy behind those soldiers?!" exclaimed Logan, feeling all the more disturbed to where this was leading.

"Yeah, I know..." he said, understanding full well since the thought alone even made him sick, "Unfortunately, Prodigy wasn't enough for Dr. Essex. Even though every last child involved in that program died as a result of those heinous experiments...It was still just a prelude to much bigger ambitions."

Another program ran and several key documents came up displaying a rather long list of names. And while they were loading, Colonel Nick Fury brought up a couple of images of what looked like an ominous darkened facility littered with oddly dressed, yet ominous looking troops wielding weapons that looked like something right out of a science fiction.

"The Prodigy Project was eventually shut down after the last specimen died and reports of the kind of horrors that went on there were revealed, citing it as an overall failure...But in the eyes of Dr. Essex, the project was a resounding success because it gave him everything he needed to begin Project Shadow Cell. I worked to help shut him down, but I seriously underestimated him. Because while his reputation throughout the black program community suffered as a result of Prodigy, that didn't slow him down in the slightest in taking it to the next level."

"But how could anybody allow a man like that continue working after a project like Prodigy?" asked Xavier, finding a man devoid of such morals to be quite alarming if he was behind this attack on his institute.

"That's where I concede to the man's resourcefulness," said Fury, speaking with a bit of distaste at the mention of how he did nothing to prevent a man like this from continuing his work, "You see...As Logan here already knows, I have my share of enemies within the government."

"Yeah, there's the understatement of the century for ya..." commented Logan, which Fury chose to ignore.

"And while Dr. Essex didn't exactly have a lot of support after Prodigy..." he went on, "That didn't mean he was completely devoid of allies who were willing to look the other way and had nothing to lose."

Then, a series of blacked out, unofficial documents appeared upon the screen along with images of the many scientific and military teams behind Shadow Cell. Many of these files were one of a kind with few copies else ware, but they were all part of the complex enigma that was Project Shadow Cell.

"It was a little over eight years ago when he began pooling together all his resources for what would become is most ambitious project ever," said Fury as he showed them more shots of the vast facility, "He gathered together a huge team of military officers, scientists, and doctors...Most of whom didn't exactly have the cleanest of records and were stuck in a state of career stagnation because of numerous reprimands...Many of which SHIELD was behind. They all had plenty of reason to work with him and the kind of things that would result from a project like this were just too great for anybody to resist. And since many of those people who followed him were among the best in their fields...Shadow Cell had all the resources it needed to become a force all it's own."

Then, Nick Fury brought up images of what looked like only rough sketches of the bio-mutagenic accelerator. He would have preferred pictures of the thing, but the device was kept under such great secrecy that even SHIELD didn't know the full story...But they knew enough to understand that it was a big part of what made Shadow Cell what it was.

"My word...What on Earth is that?" asked Hank, his scientific mind quickly becoming drawn by the somewhat messy sketch of what looked like a very advanced device.

"That would be the centerpiece of Shadow Cell and Dr. Essex's most prized accomplishment. Sorry that it's just a sketch, but this thing is so secret that photographing it is punishable by death. We know it only as the bio-mutagenic accelerator. Details on it are sketchy at best...But from what we've been able to gather, it's what all the data the Prodigy Project yielded come together."

"But what exactly does this device do?" asked the Professor, wondering along with the others just why such a device was so secret.

"That, we can only speculate...But near as we can tell, it's some sort of mutant enhancement machine."

"Mutant enhancement?" said Warren, growing all the more curious, "What kind of enhancement are you talking about?"

"Like I said, we aren't really sure," said Fury, not knowing much about biology or science, but knowing enough to understand the importance of such a machine, "But from what we've been able to ascertain...It's some sort of accelerator as the name implies. It's said to advance any mutant on all levels. From physical and mental functions, all the way to mutant powers, this thing is practically a supermutant making machine. And each of the five soldiers of Shadow Cell went through it..."

The thought of such a machine didn't sit well with the X-men as they looked back at the sketch that seemed like something truly out of this world. And the thought of those five soldiers who had stormed the institute with such great force having that kind of prowess only made them feel even more uneasy, for it only served to remind them of what they were up against.

"Well dat sure does explain why those five were so dang strong," made Remy.

"But that's not the only reason, unfortunately..." said Fury as he brought up a new round of pictures, "What Shadow Cell did went way beyond merely enhancing mutants. They weren't out to create weapons...They weren't out to uncover new data...They were out to create soldiers. And they had all the best resources in the world to do so."

Then, a few pictures of what looked to be very advanced training facilities came up upon the screen. Many of them seemed strangely reminiscent of the danger room, if not more advanced. Only in these pictures...The danger looked even more so given the size and scale of the machines.

"Vow...Looks like these guys vatch a lot of Star Trek," commented Kurt.

"You'd be surprised at just how much of that technology is real..." added Fury as he filtered through a few more grainy photos, "And this is what helped turn five mutant kids into the most deadly soldiers ever conceived. At young ages, five carefully selected mutants that Dr. Essex hand picked himself were recruited by the organization, put through his machine, and trained to their maximum potential in these facilities."

"You mean to say that they abducted children for this?" said Ororo, once again horrified that any government would sanction such things.

"Actually...These kids joined voluntarily, believe it or not," made Fury, once again surprising the team of mutants as he went on, "From what little we know, their lives weren't exactly very pleasant to begin with...So when Dr. Essex came to them with an offer, they took it and followed the project willingly and dutifully as any other soldier."

"But they were just kids for Christ's sake!" yelled Logan, still finding it barbaric that something like this was done and nobody did anything to stop it.

"Kids or not...They still delivered," made Fury as he cycled through displays of the rigorous training areas that made Shadow Cell the powerful unit it was today, "They all underwent the most rigorous training ever conceived. The Army, Marines, Navy Seals, Delta Ops, Special Ops, Psy Ops, CIA, and even a few former officials from SHIELD trained them in every conceivable facet of war in combat. They all speak six languages, they've operated every firearm conceived by man, and they know pretty much anything and everything about the art of war. They're probably the best trained soldiers in the history of mankind and you'd be hard pressed to find anybody with greater skill from all factions and fields."

"Good lord..." gasped Warren, "So they really went through all that?!"

"Every hour of every day, kid. They went through more boot camp then me and half the soldiers at SHIELD went through in a five year period. But I'm afraid there's more..."

"What? How in the bloody hell could there be more?!" exclaimed Betsy.

This was the part that Fury always got a little irked over because it involved a name he hoped he'd never have to hear again. But none the less, it was a vital part of what mad Shadow Cell what it was...And it was one of many things that unnerved him about the organization.

"As much training as they went through with every branch of the military...There was one part of training that truly set them apart from all others," he said as he brought up the photo he hated the most, "In order to become truly valiant soldiers both on and off the battlefield, Dr. Essex saw it fit to give the five of them a mentor to help teach them how to fight, think, and function as soldiers on all levels. And the mentor he chose for them was probably the best and worst you could imagine..."

Then, a grainy image of a tall, strong, imposing blonde haired woman wearing all black and wielding an appearance of raw intimidation filled the screen, quickly captivating the already weary X-men.

"Dang, who in the hell is that?" said Rogue, feeling a bit creeped out by the woman's appearance.

"That...Would be their teacher, mentor, and instructor. She goes only by the name, Magnum..." answered Fury, his tone quickly shifting to one of revulsion as he said that name.

"Magnum?" said Logan as he took in the appearance of the imposing woman that probably could have given Mystique a run for her money in terms of overall dangerousness, "Sounds like ya know her."

"Believe me Logan...Practically everybody in the law enforcement community knows her. She's been on the European, Russian, Far Eastern, and American most wanted list for over two decades. She's one of the top ten most dangerous mercenaries in the world and her bloody past is enough to make even serial killers puke."

"Wow..." said Kitty, feeling a slight shiver go up and down her spine as she looked at the woman in the picture, "Is she really, like, that dangerous?"

"More so than you can ever imagine, kid. She's pure Russian mob royalty...Trained and taught by ex Soviet KGB and Special Forces. She knows pretty much anything and everything there is to know about war ranging from explosives, to firearms, to interrogation. She always carries with her a laser sharpened hunting knife and three guns...One of which is a 44 caliber magnum said to be the most powerful hand gun ever created. She forged it herself with adamantium parts and wields it with more skill than anybody on the face of the planet. This is what she did with it against a dozen of my best men..."

Then, Fury brought up a picture of twelve bloodied bodies, each of which had a single, mortal wound from a 44 caliber slug that Magnum had expertly shot into each of them with laser-like precision. And once again, some of the X-men were forced to look away from the graphic photos.

"Okay...It's official," said Rogue with a gag, "Ah'm skippin' dinner for the next three days!"

"And this just a fraction of what she's done," continued Fury, who's mood didn't seem to get any better the more he talked about Magnum, "She's killed entire platoons of soldiers and agents...Assassinated countless political and influential figures...And mowed down anybody who's ever dared to stand in her way. She has never failed in any task she's been given. She's one of the best...And she's the one who trained the five soldiers of Shadow Cell."

"So THAT'S where they learned to fight like that?" said Betsy, the stiffness in her neck from where the Scarlet Witch had hit her once again returning with a vengeance.

"Indeed..." he told them as he brought up more photos of Magnum and her cold, intimidating appearance, "She's the master and founder of a brand of fighting called CQC...Or close quarters combat. It's pretty much every single fighting style ever created integrated into one style...And she's only taught it to them. That along with her extensive knowledge of firearms, explosives, and battlefield tactics...She's pretty much groomed Shadow Cell to perfection."

Even though they only knew this mysterious woman by her picture...She still managed to send chills throughout the X-men as they took in her role in this whole ordeal. For those who had been unfortunate enough to bear the blunt in of Shadow Cell's fighting skill, they now knew why they had been trampled over with such ease. But the fact that they were still breathing now seemed all the more incredible given what they learned so far about these mysterious attackers. But still, there were plenty of questions that still remained and Colonel Nick Fury wasn't done yet.

"But...If these soldiers are so powerful like you say they are..." said Logan as he thought a bit about what he had told them so far, "Just how in the hell do you keep these guys under control? Do ya mind wipe em or something?"

"No Logan...Like I said, this isn't Weapon X we're dealing with," reminded Fury, "None of the five soldiers have had any sort of mind control implemented on them of any kind. They do what they do voluntarily. They're soldiers...Not weapons."

"But voluntary or not, how do they manage to keep such a strong lid on them?" asked Professor Xavier, whose instincts told him there had to be something more.

"That, Professor...Is done by this man," said Fury as he brought up the image of another unsavory character he had a great level of distaste for, "If you ever come across this guy...Take my advice, turn around and get as far away from him as possible."

"That nice, huh?" said Logan, smirking somewhat at Fury's annoyance with this man.

"Trust me Logan...Even by government standards...He is not a nice guy," said Fury as he brought up a few more pictures from this man's military record, "He's an obscure Colonel who snaked his way up the ranks of the military through paranoia, blackmail, and deceit. He's a shrewd, cut-throat military man who trusts nobody and isn't ashamed to admit it. And he's the man responsible for keeping Shadow Cell secured."

"Doesn't sound like he's got too many friends," commented Kitty.

"For this guy...He doesn't need any. His shrewd, ruthless tactics are all he needs. He used to head elite special forces units into high risk military areas, but he had a nasty habit of attacking innocent civilians and disobeying orders from higher ups because he was just too damn paranoid. And in the end, that's what brought him so many harsh reprimands and that's how he ended up with Shadow Cell. I've tried numerous times to get this guy court marshaled, but he's always managed to weasel his way out of it."

"Doesn't exactly fit the bill of a guy responsible for the security of something like Shadow Cell," said Logan, thinking that if this guy got Fury to hate him this much, then he must have been unsavory on a whole other level.

"That's because he has one quality that makes him perfect for the job...He absolutely hates mutants," said Fury.

"Oh great...Another guy with influence who hates mutants," muttered Rogue, rolling her eyes somewhat at the thought.

"It gets better..." said Fury as he brought up pictures of him and the GURSO unit, "Even before he became a part of Shadow Cell, he was a vocal proponent of what he called a 'containment' policy for mutants. He used his influence to form a unit called GURSO...A very high tech unit of soldiers whose sole function is to eradicate mutants of any kind."

"An entire military unit trained only to kill mutants?" said the Professor in a horrified tone, "How can you allow something like this to exist, Fury?"

"Believe me, Professor..." said Colonel Fury with a hint of remorse, "I've tried to stop this guy before...But now that his GURSO unit has grown so much and is now the head security force containing Shadow Cell, he's practically untouchable."

"Merde...Remy almost feels sorry for those five if dat's what dey have to put up with all de time," commented Gambit.

"Well luckily...The Colonel isn't without a watchdog," said Fury as his tone finally lightened up a bit, "Because if he was the head of the organization...Then the five mutant soldiers of Shadow Cell would have been blown away long ago."

Then, Fury once again accessed a new data file, this time bringing up information on the General.

"Because Shadow Cell is such a big organization with so much influence...It needs a big mind to help govern it all from the top down," continued Fury as he brought up some of the General's records, "The man who manages this beast in pretty much every other aspect is an influential General with unparalleled management and political skills."

"Hey, this guy looks kind of familiar," said Warren as he looked at one of the General's pictures.

"And he should," said Fury as he showed a few old public photos of him on the monitor, "The man was once on the fast track to becoming a premier military commander until a single mistake during the Gulf War where he chose to follow faulty intelligence and attacked an unarmed town in Iraq that he thought harbored weapons of mass destruction brought his burgeoning career to a screeching halt. He was a good general...But one mistake was all it took. I was on the board that reprimanded him...And to this day, it's a decision I regret. Because after that, he tried to work his way back up...And when Project Shadow Cell came along, he jumped at the chance. Since then, he's garnered an influence in Washington that you'd be hard pressed to match."

"Well he certainly doesn't sound as bad as the Colonel," said Hank as he looked over some of the General's valorous contributions to the military.

"He isn't, but he's not the problem. In fact, Shadow Cell has been kept clean by this man since it's inception and because of him, many political and military disasters have been avoided because of how he's managed the project. He's one of the few decent, valorous, honorable men with such a rank...But it's those naïve attributes that make him a liability when it comes to a project like this. Because when dealing with men like Nathanial Essex and Colonel...There are plenty of unknowns."

The X-men were finally beginning to get a clear perspective of what they were up against now that they knew some of the main details concerning Project Shadow Cell. And already, it was quite disturbing. They didn't know what was more unsavory...This Dr. Nathanial Essex who seemed to like using little children in his experiments or this blood thirsty Colonel who commanded an entire unit whose sole purpose was to annihilate mutants.

But still...There was one brimming question that Nick Fury had yet to address...One question that had been plaguing the X-men since they got their butts handed to them on a silver platter during the fight.

"These soldiers..." said the Professor as he took in how this whole organization was set up, "Who exactly are these soldiers that attacked us? And why would these men order such an attack on my institute?"

"That, Professor, is where the information gets a lot more sensitive," made Fury as he brought up a single file, which was probably the only hint or trace of the five mutant soldiers on the face of the plant, "These five are as shadowy as their name implies. At one point, they had lives...But they have since been completely and utterly erased to the point where they their existence is confined to obscurity. But their power is unprecedented and they've shown us time and time again just how powerful they are."

Then, Fury began to bring up small parts of the file that went into what few individual details that were recorded about the five mutants.

"On the field...They are led by this young man," he went on as he brought up a very grainy photo of Cyclops, "He is known only as Cyclops. And he's a force of raw firepower. His powers revolve around tapping radiant energy from space and metabolizing it into a photo concussive burst that can rip through steel like butter. That same energy also allows him to gain sudden bursts of strength and stamina that could stop a freight train. On the field, he can fly any plane, work any vehicle, and he has leadership abilities that are unparalleled and the firepower he wields is devastating to all those who face it..."

"I won't argue that..." muttered Ororo, still a bit sore after bearing the blunt end of Cyclops's optic blasts during the fight.

"In terms of the mind...Shadow Cell holds the title of having one of the most powerful psychics in the world on it's side," continued Nick Fury as he went to the next obscure photo, "She is called Phoenix...And she's probably the only one on the planet who could probably match Xavier in a mind to mind battle...But unfortunately, she wields more than just telepathy. She's also bears some of the most powerful telekinetic powers ever recorded. And to really turn the heat up...She's also capable of immense pyrokinetic powers as well. She's a highly skilled psychic who's not afraid to tear apart an enemy with her mind and also doubles as Shadow Cell's chief interrogator. And as far as we know, there's nobody she hasn't been able to break."

"Hmm...Looks like ya got competition, Chuck," commented Logan.

However, Logan's comment didn't seem to resonate with Xavier as he remembered that fateful psychic showdown with the powerful redheaded psychic. Telepathically...He was stronger. Yet in terms of resourcefulness, this woman overpowered him. She was not afraid to use her powers in any way, shape, or form to overcome an obstacle and such a thought didn't sit well with the Professor.

On the other hand, however, if this woman was psychic, then maybe there was a way to get through to her if they ever faced again. Through telepathy, perhaps it was possible to reach out to her and her comrades in hopes that should they encounter each other again, they wouldn't have a repeat of the fight that had caused so much damage. But given that he had never dealt with soldiers of this nature before, he wasn't sure of that was even a possibility. Nevertheless, it was still an option that opened up a few possibilities...It was just unclear of he would get a chance to use them.

And while the Professor considered some of these new options, Nick Fury continued to filter through the small data file, moving onto a name that a few of those present had a couple of wounds to show for.

"As for the overall muscle of the unit..." said Fury as he brought up Mayhem's picture, "The young man who often goes into the thick of the action during a battle is this walking powerhouse of invulnerability and strength...Who goes by the appropriate name, Mayhem."

"Ugh, Remy remembers dat guy," said Gambit, feeling the wound on his leg throb a bit at the sight of the picture.

"Yeah, he has a knack for leaving his mark. He's got super strength, invulnerability, and can even manipulate certain kinds of energy into deadly concentrated bursts. And in addition to his muscles, he's also got a powerful mind to boot. He's armed with a photographic memory that allows him to learn and ascertain information at a rate Einstein would dream of, which makes him Shadow Cells chief info gatherer and compiler. He also has the ability to fly and move at super speeds, making him pretty much a one man army when it comes to a battle."

"Yeah, I can believe that..." commented Betsy, who also had the misfortune of going up against him, "I guess we should just feel lucky he left our bones intact."

"You have no idea..." said Fury as he moved onto the next picture, "Shattering bones, and pretty much anything else for that matter, is the job of this young woman right here...Known only as the Scarlet Witch."

"The Scarlet Witch?" said Rogue, almost scoffing somewhat at that name, "What kind of a codename is that?"

"The kind that embodies raw destruction," answered Fury cryptically.

"You just had to ask, didn't you Rogue?" muttered Betsy, earning her a distasteful glare from the southern born mutant.

"Make no mistake about it...The Scarlet Witch is a force to be reckoned with," said Fury in a dead serious tone, "Her powers involve the manipulation and mastery of probability. In laymen's terms, that means she can change the chances of an entire building collapsing from a fraction of a percent to one hundred percent. Her power goes down to the molecular level and gives her an almost omnipresent mastery of her environment. She's Shadow Cell's chief authority on demolition and also holds a great deal of knowledge in the realm of explosives. She's even rumored to be able to take apart a nuclear bomb blindfolded."

"Yeah...That's comforting," said Warren, not knowing how much more there was that could possibly shock them even more given what they had learned so far.

"And there's still one more left...And trust me, this one is a bit more complicated."

Those words seemed to spark Logan's interest as he listened with great attentiveness on what Fury had to say next, for he had a feeling that he had saved the most shocking for last.

"Last but not least is Shadow Cell's ultimate assassin," said Fury as he brought up a blurred photo, which was the only one out there of this young mutant that Fury knew all too well, "She's a very special case even by Shadow Cell standards. She doesn't even have a name per se...Only a designation...X23."

"X23..." said Logan as he looked intently upon the obscured photo of the young girl he had fought earlier, which still hung so strongly in his mind, "Fury...Who, or what, exactly his she? Why is she only a number?"

"Because Logan..." began Fury, knowing Logan was probably not going to like this one bit, "She wasn't...Born, in a sense. She was created..."

"Created?" said Xavier, also growing a bit more intrigued even as Logan's expression turned to one of increasing disgust, "What do you mean created?"

Once again, Fury found himself hesitating a bit as he looked over towards Logan's penetrating gaze, but he knew that he deserved to know the truth about what was done without his knowledge or consent...He owed him that much.

"Before Shadow Cell came along...There was another project by a shady group called Hydra that wanted to create a soldier that was more weapon than human," explained Fury.

"Sounds like Weapon X..." he grunted.

"Actually...It is Weapon X in many ways," said Fury.

"WHAT?!" growled Logan, for the last thing he wanted to hear was that Weapon X...A program that he hated with every fiber of his being...Was still out there.

"Logan, please calm down..." said Ororo, placing a hand upon his shoulder in an effort to keep him from lashing out at Fury.

"No! I won't calm down!" bellowed Logan as he now stood a mere couple of inches from Nick Fury's face, "Just what the hell did you and your cronies do, Fury?"

Fury took a deep breath, for he knew this wasn't going to be easy for the feral mutant to accept.

"The higher ups wanted to create a weapon that had the same potential and utility as the one Dr. Cornelius envisioned with the original program. Only this time...They hoped to learn from previous mistakes. Hydra, a shady black projects organization, thought they could do it. They used your DNA to create near genetic replicates with the same attributes and qualities of the original specimen and sought to build a living weapon from the ground up."

"Genetic replicates?!" grunted Logan, growing all the more furious, "You mean...You cloned me?!"

"In a sense...Yes," answered Fury, knowing the raging Wolverine standing before him now probably wanted to use him as a pin cushion, "It was a long, difficult process...And it took 22 failed attempts before Hydra finally got it right...Hence the name, X23."

"You son of a bitch!" yelled Logan as Ororo was once again forced to hold him back.

"Logan, please!" she urged him, knowing he was on the verge of decapitating Fury right then and there.

"It's okay...I don't blame you," said Fury in response, showing he now harbored a great deal of remorse for selling out someone who was supposed to be a friend, "And believe me...If I'd have known what was going to happen, I would have put a stop to it."

"So I take it things didn't pan out as well as was expected..." concluded Beast.

"You could say that. Like the original Weapon X...X23 was trained to be less human and more machine...Lacking emotions, feelings, or any sense of self. But over the years, this process didn't exactly work out. The specimen had uncontrollable fits of rage and was almost impossible to manage at times. Hydra scrambled to fix these problems, but they might as well have been using scotch tape because they just kept failing. And over time...This began to take a toll on the organization as more and more unsavory characters took over and tried to fix her...Only to make things worse for the girl in the long run."

It was a sad story...One that Nick Fury was forced to live with for many years since this had all happened right under his nose and he could have stopped it so many times...Only he just had to believe that they could pull it off...He just had to believe that he was making the right decision for the good of the country.

"So...Like, what happened to her?" asked Kitty, who couldn't imagine anybody going through something like that.

"Hydra kept trying to fix her in every way they could think of..." he continued as he got to the more difficult parts of X23's story, "She underwent treatment that even Dr. Cornelius would have found unacceptable. They tried to take away everything so that there would be nothing left but a shell of flesh...But it didn't work."

"Poor child..." gasped Ororo, wondering how anybody could do something like that to another human being.

"And it probably would have continued...But that's when Shadow Cell came along. At first it was just an upstart competitor...But the progress it made was so staggering that Hydra scrambled to match it. But no matter what they tried, Shadow Cell managed to beat them in every level in terms of progress, utility, and budget. And in the end...Hydra crumbled under the pressure."

"So then how did the girl end up with Shadow Cell?" asked Warren.

"That...Like the rest of the story...Is a little complicated," said Fury as his tone suddenly became more exasperated, "When Hydra began crumbling...The higher ups in Washington believed that rather than face termination, they'd go rogue and sell their research to the highest bidder abroad. Naturally, we couldn't allow that...So SHIELD had to take them down...Specimen and all."

"And let me guess...THAT didn't go as planned either," said Logan in a condescending tone, knowing from the sound in Fury's voice that it probably wasn't his proudest moment.

"For the most part...No. But in the end...We did succeed at the primary objective and neutralized Hydra. However, I found out many years later that Shadow Cell had cut a deal with the higher ups and agreed to extract X23 and use her as a recruit. They kept me out of the loop because they just wanted me to do the dirty work. I was just a pawn...A pawn who did exactly as he was told and kept in the dark. It's probably the most humiliating moment of my career...They practically walked right over me until they had a chance to show everybody just how ineffectually SHIELD was in certain instances...Naturally bolstering Shadow Cell's rep. And when they told me about what happened, they pretty much solidified their status and I've been powerless to stop them ever since."

"So they took the girl right out from under your nose..." summarized Logan, "They used you so they could bolster their status..."

"Yes...And it worked," said Fury grudgingly as he showed another grainy image of X23 in her Shadow Cell uniform, "After that, Shadow Cell became the only show in town. The higher ups had everything they needed with the unit...And X23 was the final piece that made them whole. She has all of Logan's abilities...Enhanced senses, advanced agility, accelerated healing, and adamantium claws in her hands and feet. She's even got a few extras like enhanced strength nearly on par with Captain America. Her skeleton is still bone thought...But that's only served to help her stay nimble."

"Yeah...I found that out the hard way," grunted Logan, the fight between him and X23 still hanging strong in his mind.

"She's also Shadow Cell's most efficient assassin. Thanks to Magnum and her advanced senses, she's probably the best gun slinger and weapons operator there is. She carries three guns with her just like her mentor and wields them with the kind of skill you'd probably only see in movies. She's also one of the best snipers ever to wield a rifle...Meaning she can kill you when she wants, how she wants, near or far...No matter what. Hydra attempted to take away her humanity...But Shadow Cell gave one to her and she's embraced it in a way that makes her more dangerous than Weapon X ever could have managed with their tactics."

Such information didn't sit well with Logan...For this girl whom he had fought so hard against was now more than just someone who went through the same ordeal he did with Weapon X...This was his own flesh and blood. She was his clone...Born into a world of pain and torture the likes of which he thought he had destroyed long ago...Now someone else had endured it...Someone else had been through what he had experienced. His rage turned to concern as he looked at the grainy picture of the girl whom he now felt so closely linked to. They had turned this girl...This little girl who looked no older than 14...Into a cold blooded killer. And they had used his blood to do it...And that alone made his stomach churn in a way he had never felt before.

And with that final slide, Fury ended the program and took the flash drive out of the computer. Turning back towards the X-men, he knew he had given them more answers than they probably ever could have imagined...Yet that didn't seem to ease their concerns in the slightest. In some ways, it only made them feel more anxious about having gone up against a team of mutant soldiers. From what they heard, they were more than just a unit of mutants...They were a team of valiant fighters with unmatched skill and experience. They were on a whole different level than them in terms of function and ability...And they had clearly shown just how strong they were with their last fight.

Now, the X-men knew what they were up against. They knew who had broken into their institute and mopped the floor with them. It was clear to them that Project Shadow Cell...A team and organization none of them could have imagined in their wildest dreams...Was a force to be reckoned with. This is what they would have to contend with now...And the thought alone didn't sit well with any of them as they took a moment to let this whole revelation sink in.

"So there you have it..." said Nick Fury as he now stood before the bewildered team of mutants, "Now you know who attacked you...Now you know what Project Shadow Cell is. Just remember...You never heard this from me. You never even heard of me...Period."

"But...Why would you be willing to tell us such sensitive information, Colonel?" asked the Professor, thinking he definitely had to be breaking a few rules by doing this.

"Because...I still owe a few favors to some old friends," said Fury as he turned back towards Logan, who he knew now had even more reason to hate him, "And also...Given that Shadow Cell is untouchable to me and the rest of SHIELD, I think someone needs to be in the loop just in case something happens..."

"So I take it you don't trust Shadow Cell..." said Hank.

"No...It's not Shadow Cell I don't trust," said Fury as he turned to walk away, feeling he had been here too long, "It's people like the Colonel...And especially Dr. Nathanial Essex that I don't trust. I may not be able to do anything about them...But hopefully, now that you know what you know, you'll be able to stand against them should it be necessary."

Fury was just about to leave, but Xavier still had many question and stopped him before he was out of sight.

"Wait!" he said, causing the old Cold War soldier to look back one last time, "What about the attack? Why did they break into my institute to use Cerebro? What is it that they are after?"

Colonel Nick Fury just shook his head in response, feeling bad in a way that he couldn't give them the answers to the questions that mattered most to them...But it had to be this way. Shadow Cell was a powerful force and in the hands of some of the unsavory characters that ran it, there was no telling the kind of havoc it could unleash. But as a loyal soldier to the government...He was powerless to stop them. He only hoped that the X-men would be strong enough to overcome the odds when the time came.

"I'm sorry Professor Xavier..." he said as he once again turned away to make his leave, knowing he couldn't afford to stay here a moment longer, "I can't give you all the answers...But I can point you in the right direction. I came here because I believe that something very sinister is brewing within Shadow Cell. It could be with the Colonel...It could be Dr. Essex...I don't know. I can't tell you when or even if it's going to happen...But I believe that if something does happen to upset the balance...Your X-men may be the only force on the face of the planet strong enough to stand against Shadow Cell."


AN: Well, now the X-men know the details of Project Shadow Cell! They know what they're up against and there's no telling where it could lead! There's still plenty of unanswered questions, but they'll all come in due time! I know this chapter was exceptionally long and was mainly of an informative nature, but it sort of needed to be in order to move the story along. And don't worry, the action is about to pick up as Shadow Cell's mission takes an unexpected turn and the X-men are forced to cope with what they have discovered! And don't forget about the Brotherhood! They still have a part to play as well! So what do you all think so far? Do you want to see more? Please tell me! Send me your comments via email or post them on the fanfiction website! Either way is fine as long as you REVIEW! Thanks a bunch for reading everybody and I wish you all the best!

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