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


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: 2006-07-28 - Updated: 2006-07-28 - 8655 words

Sinister Soldiers
Chapter 33: Backstab


Dr. Nathanial Essex was putting the final touches on his new version of the bio-mutagenic accelerator as he kept a close eye on the clock. Shadow Cell would be returning soon and with them, they would bring one of the final components necessary to make his glorious machine work at full capacity. He was so close now...So very close that he could feel it. His machine was almost ready...It just needed a few more components and it would be ready. So many years of toil were all coming to ahead...His dream, his vision, his ultimate goal...It was so incredibly close that he could practically taste it.

Magnum had done a good job at keeping the GURSO unit at bay and procuring the necessary parts for him to make the additions to his machine that he needed. With such strict secrecy, the entire base had to be kept out of the loop with this one and that was no easy task. But the big meeting in Washington seemed to distract everybody just enough for him to put everything together. However, he knew that it was still a race against time...And if he was to make this happen, he needed to make every second count.

"Almost...Got it...There!" said Dr. Essex with great enthusiasm as he locked in the final components to the bio tanks and made his way over to the computer mainframes, "Finally...It's all coming together. As soon as I have the stone...There will be no stopping me! Humanity has had it's time...And they have foolishly squandered it. Now it's time for a new species...A new hope...A new future that will lead this world into a golden age that shall last forever."

Then, as Dr. Essex began loading some of the final software components to the main computer arrays, he was suddenly brought out of his eager daze by Magnum's sudden entry. And from the looks of it, she didn't have good news.

"Nathanial...Something's come up," she said in her heavily accented tone, "It appears our cover might have been blown."

"What?!" he exclaimed, not wanting to hear such news when he was so incredibly close, "What happened? I thought you took care of it!"

"I did..." she said sternly, "But apparently that Colonel had an ace in the hole. I told you he could not be trusted!"

"Damn him..." he grunted, for if ever there was a single obstruction in his meticulously well crafted plan...It was that unruly Colonel, "What's he done? How did he find out?"

"He had agents in the GURSO unit and among the staff keep a close eye on things and they must have reported our deceptions," answered Magnum in a stoic tone, "Now he's initiated one of the emergency protocols that gives him full authority to neutralize Shadow Cell. And if I know that son of a bitch like I know I do...He won't waste a second in taking them out."

Dr. Nathanial Essex took a moment to process this, for he knew full well that such complications were indeed possible at this stage...Especially given how elaborate their ploy had been. But now that he was dealing directly with the Colonel, it was going to make matters much more complicated. However, as always, Dr. Essex had a plan to deal with this...Because he was certainly not going to let some paranoid deadhead like the Colonel get in the way of his ultimate goal.

"I suppose I shouldn't be surprised," said Dr. Essex with a sigh as he regained his composure, "I had a feeling from day one that the Colonel would get in the way at some point down the line. But luckily, I have prepared for such things and it shouldn't impact the overall progress of my plans. In fact...I think this could work well in our favor."

"So what do you intend to do, Nathanial?" asked Magnum, ready and willing to follow any orders.

"My dear..." he said with a sneaky grin, "Do you really think that our beloved students would simply roll over and allow that Colonel to blow them away after everything he's put them through? Have you not been teaching them the folly of men like him since their arrival?"

"But they're still soldiers, Nathanial..." argued Magnum, "Their loyalty is to Shadow Cell. They have never disobeyed an order from a superior officer, be it from the Colonel or otherwise."

"Yet above such strong discipline...How many times have our words superceded theirs?" reasoned Dr. Essex, "We let them grow emotionally attached for a reason, Magnum. They are my creations...My children...My pride and my joy. But at the same time...It is us that they seek guidance from...It is us that they turn to in their darkest hour. And for that reason...I believe that they will make the right decision. And when they do...That's when we make our move."

"You mean the stone?" she concluded, knowing how important that one relic was to this whole deal.

"Exactly...The key priority is the stone," he told her as he opened up the primary core of his device, "What we must do is set up an escape route for our children so they can get away from the Colonel's assault. They're strong, so it need not be very large. And along the way...We must be there to get that stone. And we must do whatever is necessary to buy time in the Colonel's good graces. Once we have the stone...Then the rest of the process is simple."

The plan wasn't nearly as big or elaborate as the rest of his actions...But it was simple and logical...Exactly the kind of plan they needed in order to keep things going along. However, there were still a few details left unanswered.

"But what about afterwards?" inquired Magnum, wanting to know every last detail possible in order to best carry out her duty, "Once we have the stone, what do we do about Shadow Cell?"

"Simple Magnum...We let them escape...And we make sure that they have the means to do so," he said in a smart, collected tone, "I'll need you to make a few preparations with the GURSO web while I make a few of my own. The key is simply to give them an opening. They know that once the order is given, the GURSO unit will not stop until they are all dead. But assault or not...Once they escape, they will plan to return. Keep in mind, they are still our students...They are still our children. This is their only home...Their only cause...Their only purpose. We need not lift a finger once we have the stone...For in the end, their sense of honor and duty shall do all the work for us..."

With an affirmative nod, Magnum understood what he was getting at and it made perfect sense. She knew her students...She knew them inside and out probably better than they knew themselves. She taught, trained, and nurtured them almost as a mother would...And it was exactly that level of attachment between her, Dr. Essex, and the five mutant soldiers that would ultimately drive the success of this very ambitious plan.


Night had fallen over the skies of Shadow Cell HQ as the five mutant soldiers made their final approach to the base in the high tech F-32 Super Raptor that they had used to carry out the final part of their mission against Magneto. They had with them the sacred stone that would have driven a device that would have given the master of magnetism near god like power...Thus successfully preventing yet another catastrophe that could have spelled doom for humanity.

This mission had been unlike anything they had ever faced before in all their years as Shadow Cell soldiers. They had gone up against the Brotherhood, the X-men, and Magneto...Yet they still came out on top victorious...At least, that's what they believed. They still were not too happy with themselves for attacking civilians. No matter how much they kept telling themselves otherwise, their conscious wouldn't stop bugging them. It was the first time that they had been given an order that conflicted with their code of honor and even though it had been given to them by their mentor, Dr. Essex, it still didn't make them feel any better. And chances were, this was going to hang over them for some time.

For some, however, the mission had other points of trauma and confusion...Especially for Wanda Maximoff, who had come face to face with her estranged twin brother for the first time in ten years and had been so close to actually facing her father once again. She so desperately wanted to have a chance to make them answer for their crimes against her on that fateful day they threw her away...But the mission came first. And for now, her team...The only thing on the face of the planet she considered family...Came first.

In addition, Wanda wasn't the only one to have faced something difficult with the mission. X23 had also encountered something she hadn't expected...The original Weapon X whose blood created her. Throughout the mission, that fight between them played over and over again in her head...Often focusing on that one moment where she had a chance to kill him...But couldn't. It was difficult for her to process the impact of coming face to face with that man had on her and she was still trying to make sense of it...But for now, the mission was all that mattered to her and once it was over, she would have plenty of time to think about it and maybe even talk about it with her friends.

"Okay, looks like we're clear to land," said Scott as he took the plane down past the cloaking field and towards the airstrip, "Magnum's instructions were right on the nose. I don't see anybody out there."

"I wonder how she managed to pull that off," pondered Vincent.

"Knowing her, we can only speculate," made X23 as Scott skillfully descended towards the area of the strip were Magnum had instructed them to land.

"Right...But what about this stone?" inquired Jean, who had the sacred relic in a small bag strewn along her side, "Why do you think Dr. Essex wanted it intact? If we really want to make sure that Magneto never got a chance to unlock it's power, shouldn't we destroy it?"

"Hey, if Dr. Essex wants it intact, he's probably got a good reason for it," reasoned Vincent, "Maybe he wants to study it or something. Or maybe he'll send it to that bureau that researches paranormal forces like we did with the monolith."

"Who knows..." said Scott as he activated the vertical thrusters so he could make an easy, vertical landing, "Let's just get it to him and get back to our routine before anybody becomes suspicious. We've been off the radar for four days and for us, that's four days too long."

"No kidding..." said Wanda as she and the plane vibrated from the force of the thrusters, "I'd hate to think what would happen if the Colonel found out."

Then, with one final touch of the controls, the advanced fighter jet landed easily upon the hard pavement of the airstrip right alongside a hanger on the far end of the base. They didn't see any guards or personnel, so they assumed they were in the clear. Once they killed the controls for the aircraft, they began to file out of the cockpit, feeling as though the mission had finally come to a successful end.

The airstrip seemed deserted and the night was quiet around them for the most part...Almost giving it an ominous feel since they were so used to seeing it brimming with activity. But the five mutant soldiers kept their trust in Magnum and Dr. Essex and felt secure in everything they had helped them with thus far.

"So what do we do next?" asked Jean as they made their way towards the hanger, "Didn't Magnum say that we had to go in a certain way in order to avoid the sensors?"

"Yeah, but she also said she'd be able to shut them down temporarily," said Vincent, who remembered the instructions perfectly, "If we go through the main fueling area and work our way around the maintenance bay, then we should be okay to get back down to the main corridors."

"Sounds like a plan to me..." said X23 as they neared the hanger, "The sooner we get back to protocol, the better. Because if anybody finds out about this mission, then we..."

However, X23 didn't get a chance to finish as Jean suddenly froze in mid stride, causing everybody to stop as well. They could tell she had sensed something...And for it to make her stop at a moment like this, it had to be something important.

"Jean...What's wrong?" said Scott, sensing her disposition through their link.

"I...I'm not sure," she said as she clutched her temples, "But...Something's not right here...I can sense it."

They all trusted Jean's telepathy in the utmost and they knew that this was serious. And given what they had just been through, there was no telling what it could mean. But before they could even begin to contemplate what was going on...The huge, hanger door suddenly opened...Revealing a vast swarm of GURSO soldiers with the Colonel in the center of it all.

'Oh shit...' they all collectively thought as they suddenly found themselves surrounded on all sides by fully armed GURSO soldiers, all of whom had their weapons primed and ready to blow them away.

None of the five mutant soldiers made any sudden movements as every conceivable area around them was covered by the heavily armed anti-mutant soldiers. From front to back, left to right, top to bottom...They were completely and utterly surrounded. It was their worst fear come to life...Their cover was blown. And the Colonel definitely wasn't too happy about it.

"Guns...Down!" he ordered them as he stepped forth amid the dozens of fully armed soldiers.

Not saying a word, the five mutant soldiers did just that and removed their guns from their holsters and dropped them to the ground.

"Hands where I can see them!" bellowed the Colonel as he took another step closer to the five mutant soldiers.

Again, none of them hesitated in following the orders. They knew that this situation was very serious because one of the major protocols that the Colonel had reminded them as often as he could was that the second they showed any signs of rebelliousness...They would be blown away. And while they were surrounded with no way out, no soldier fired upon them...For they were still waiting for the Colonel's orders. But first...There were certain matters he wanted to take care of.

"I knew this day would come..." said the Colonel as he casually walked about the five unmoving mutants as they all stared back at him with a stoic expression upon their face, "I knew you freaks couldn't be trusted. For all your success...All your showboating...And all the orders you so dutifully followed...I knew it was only a matter of time."

A look of utter distaste came upon the five soldiers as they looked back at the man who had done nothing but ridicule and demean them no matter how loyal they were. But no amount of scolding could take away from the sheer animosity that was in the Colonel's eyes as continued to walk about the trapped soldiers like a vulture circling it's prey.

"I guess I was right to be suspicious..." he affirmed as he now stood a mere couple of feet from the five soldiers, "I guess I was right to have a few backup plans just in case you five decided to go rogue. Did you really think I wouldn't be prepared? Do you really take me for that much of a fool?"

Scott, Jean, Vincent, Wanda, and X23 wanted nothing more than to tell this man to fuck off, but he was still a superior officer and they were still soldiers. Too much of that loyalty and commitment was engraved into their minds and no matter how much they hated the Colonel, they couldn't bring themselves to even respond. It was a fact that the Colonel knew all too well and he seemed to be exploiting it to the max as he stood before he five soldiers unafraid and undaunted.

"Now you do know you are going to face serious punishment for your indiscretions..." he told them sternly, "You do know that there is nothing keeping me from giving the final order to have my GURSO unit blow you all without a moment's hesitation. But while I may not be too fond of you and your kind...I am not without mercy."

Then, the Colonel's demeanor shifted to one of greater curiosity as he began to pace back and forth before the unmoving, unflinching mutant soldiers who had faced life or death moments like this before...But never in this regard.

"You all may be freaks...But you are still soldiers," he said as he looked into the eyes of each and every one of the five mutant soldiers as they stayed stoic even in the face of such great force, "And whatever it is you have done...You must have done under the orders of another. Now I'm more than capable of simply letting that mystery go unanswered and see to it that you five are wiped out without a trace...But you have a chance to prolong your lives...And you have to do is tell me...Who ordered this? And what was your objective?"

Even in the face of such an offer, the five mutant soldiers didn't flinch. They were willing to betray people like the Colonel...But they were NOT willing to betray their mentor, Dr. Essex. And as much as the Colonel hated keeping them alive any longer than they had to be, he was still intent on finding the truth...But given the kind of training these five had gone through, they were certainly capable of holding off any such information no matter what was done to them.

"Am I speaking too softly for you?!" shot the Colonel, quickly growing frustrated, "I asked you a question, soldier! Who ordered this? Was it Dr. Essex? Was it Magnum? Was it some other crazy fuck you've been keeping in the loop from the outside? Who?! Tell me! Tell me or I blow you all away!"

His words had no affect on the five mutant soldiers who were taught not to fear such things like pain and death. As frustrated as he was, he knew he had to find out the mastermind behind this. He had his suspicions, but he needed confirmation. But Shadow Cell seemed to know that and even if he was going to blow them away, that didn't mean they couldn't pay him back in some ways for everything he had put them through.

"Not going to tell me?" he said, his tone still simmering with resentment, "Can't say that surprises me...After all, you five are the best trained soldiers on the face of the planet. I could probably torture you all for days on end and you still wouldn't break. And if you're not going to tell me now, then I suppose it's logical to assume that you'll never tell me what I want to know...But I'm warning you...This is your last chance! Are you really willing to let it all end right here?!"

Scott, Jean, Vincent, Wanda, and X23 were truly at wits end...They were surrounded on all ends, facing firepower that rivaled entire countries, and listening to an idiot psycho babble on and on about how he was going to enjoy watching them die. For years, they had been completely and utterly loyal to Shadow Cell and their cause. They never disobeyed an order, they never complained about a task they were given, and they always succeeded. Now, because of one discrete task which probably saved the human race again from tyranny, the Colonel was going to blow them away and not lose a second of sleep over it.

At the same time, their thoughts drifted back to some of the things Dr. Essex and Magnum had told them over the years about fighting for themselves and not just for the organization. Pretty much every other officer and drill sergeant they had faced since joining had taught them just to follow orders...But Dr. Essex and Magnum had always taught to fight from within and never just keel over and die. But this wasn't a mission or an enemy they were facing...These were the GURSO soldiers that had pretty much lived beside them all throughout their training. And most of all...This was against a man that was their superior officer...A man who they weren't too fond of, yet a man who they always obeyed and followed without question.

Then, some of the GURSO soldiers began to close in on them, gradually inching their way closer and closer to them like a snake in the grass sneaking up on it's unwitting prey. Every last one of them had their fingers on the trigger of their high tech guns, each of which was specifically designed for one purpose...Kill. The Colonel remained completely indifferent in wake of this...Not caring in the slightest that these five mutant soldiers were the reason he had won back his prestige and notoriety. All that mattered to him were the protocols...And the old dogmatic beliefs that he had long harbored against mutants...Which he finally had a chance to act on.

"Last chance Shadow Cell..." he warned them, "Don't make me do this. Cooperate and you may live to continue the fight. Are you really willing to have it end like this? Are you really willing to just stand here and die?!"

But still, the five mutant soldiers said no words even as the GURSO soldiers were only a few feet away from them, eagerly awaiting the final order. However, even as the Colonel continued to pace in frustration, a plethora of thoughts continued to stream through their minds like a mantra...Wondering how they were going to get out of this one.

'Shit...Shit!' cursed Scott, keeping his expression cold as he looked down the barrel of a dozen high tech guns, 'How in the hell did he find out about this? I thought Magnum said she'd take care of it?'

'I guess the Colonel had a few secret plans of his own...' said Vincent, thinking now that they should have known better, 'But is he really going to blow us away just for this? After everything we've done? All the sacrifices we've made?'

'Believe me, Vince...He's going to do it,' sent Jean with a grim tone, 'I can sense it...He wants to so badly...He's been waiting for this for a long time.'

'Then what do we do?!?' sent Wanda, feeling her powers simmer, yet still holding back because of her duty as a soldier, 'This guy can't be reasoned with!'

'I don't know...' replied Scott, 'I really don't. I mean...What we did was a major breach of protocol. He pretty much obligated to blow us away now.'

'But we just stopped Magneto for crying out loud!' growled X23, feeling almost as if she was back at Hydra now that she was surrounded by a bunch of heartless soldiers, 'We were only doing what we were trained to do! And he's going to kill us for that?'

'Yes...' sent Jean in a solemn tone, not wanting it to end this way either...Not after everything they had done together, 'It's what he's obligated to do...It's what he wants to do!'

'But what about Dr. Essex?' thought Vincent, 'And what about Magnum? What's he going to do to them? And what about the stone?'

A heavy silence fell over the five soldiers as they remained cold and hard even in the face of such a grim scenario. Many questions continued to hold strong in their minds...Questions not just about Shadow Cell and the things they had experienced since that fateful day they chose to join...But questions concerning what would happen if they were gone. Even with all the duty and service they had given the organization, it was still their beliefs...Their faith that drove them time and time again to victory on the battlefield. It was something no drill sergeant or officer could touch. Not even Dr. Essex and Magnum could truly grasp it, for it was the one thing they all collectively held dear as their own in a world where everything else was interconnected in some form or another.

And as such thoughts continued to assail their minds, the Colonel seemed to grow tired with all the silence. He had given them a chance to come clean and possibly extend their lives...But now that they had breached protocol and gone outside Shadow Cell's authority, there was only one end to it all...One possible solution...Termination. And it was now or never.

"Pity..." said the Colonel, further fueling the discontent of the five mutant soldiers, "But no matter...It's not like it would have made a difference in the outcome. You dutifully served your purpose...Now I'm dutifully serving mine. Any last words?"

A look of utter hatred consumed Scott Summers, Jean Grey, Vincent Freeman, Wanda Maximoff, and X23 as they listened on to this cold hearted, paranoid, asshole who had only served to make their lives more of a living hell than they already were. Yet despite this, they remained obedient and dutiful as the true soldiers they were...But at the same time, something else began to brew within them...Something that simply kept telling them not to let it end it like this.

"Colonel..." said Scott, causing the high ranking officer to turn around, looking quite surprised to hear a voice of any kind from the five mutant soldiers.

"Ah...At last, one of them speaks," he said with a snide grin, "Care to make it any easier on you and your comrades?"

Scott just looked back into his superior's eyes with a cold glare and said what he had been wanting to say for a very long time now.

"Fuck you..."

The Colonel's expression immediately fell to one of utter annoyance as he let out a frustrated grunt.

"That's it?!" he exclaimed, "That's what we've come to?! From 'I only regret that I have but one life to give to my country' to 'fuck you!?!'"

Despite his outburst, the five mutant soldiers got a small bit of enjoyment out of that, for it would leave this unsavory man something to remember them by. But enjoyment or not, it wasn't going to change what was about to happen to them. The protocols explicitly stated that there was nothing they could do and they had to obey their orders and face their punishment.

However, in wake of carrying out this one fateful mission...This mission that had been completely outside the usual protocol and racket that so often consumed every other task they had so dutifully accomplished...They found that such things were not necessary to carry out a task. They didn't need orders, support, or backup of any kind...Just the air in their lungs and the heart in their chests. That alone was enough to carry out the mission...And even though they were now practically facing the organization that made them who they were today...There was still always the mission...And each other.

"That's it..." said the Colonel as he threw his arms up in frustration, "I've officially had it! Kill them! For the love of God, please kill them now!"

They now had their final order...They now had everything they needed to blow them away and nothing was going to stand in their way. Yet as the GURSO soldiers stood ready to carry out the duty they had been so ardently trained for over the years...Something was happening in the minds of the five mutant soldiers.

'Guys...I guess this is it,' sent Jean as the final seconds came and went.

'I know...' sent Scott, 'And I think we all know...There's only one way out of this.'

If any of them had the capacity to do so...They would have smiled at those final words, for Scott, Jean, Vincent, Wanda, and X23 now had a decision to make...And it was now or never...Life or death...Surrender or glory.

'Right...' sent X23, knowing exactly what he meant as two GURSO soldiers now had guns pointed at each side of her head.

'Everybody...' sent Scott, knowing this was probably going to be their most challenging task yet, 'Marines often say, 'He who dares...Wins.' And last time I checked...We're soldiers. It's just a matter of whether or not we're willing to take a chance...And make a choice. And I think we all know what choice that is...'

Not even needing a response, the next words that went through their minds said it all...For it was finally time for Shadow Cell to take matters into it's own hands.


"So long freaks..." said the GURSO soldier pointing his gun directly at X23's head.

Then, in the span of an instant...X23's claws suddenly popped out of her hands and with lightning fast reflexes, she knocked the two high caliber, high tech guns out of their hands and turned them back against them. And upon facing the barrel of their own gun, only one thought went through their minds.

"Oh shit..."

Then, with two simultaneous blasts, X23 blew the brains out clear out of their heads, sending the two limp bodies to the ground. And upon seeing this...All hell broke loose.

"KILL THEM!" yelled one of the soldiers.

"Shadow Cell! Smoke screen!" yelled Cyclops as their years of training took over.

Suddenly, both Cyclops and Vincent used their powers to blast the ground around them through optic blasts and raw muscle, kicking up a thick layer of dust that erupted from the small area where they had been standing, momentarily disorienting the GURSO soldiers as they began to open fire blindly into the cloud.

"SHOOT THEM! DON'T AIM, JUST SHOOT THEM!" yelled one of the many sentries.

Yet with two of the high caliber guns in hand, X23 quickly traced the voice of that order with her sharp sense of hearing and fired the powerful weapons quickly and precisely, effectively taking them down. The rest of the ammo in the guns were used to take down the sentries that had been placed on the roof and in the distance...But it quickly ran out and the dust was quickly settling as the next few moments were truly tense.

"Everybody, think fast!" said Phoenix as she ducked down low and used her telekinesis to fling everybody's guns back towards them...All of which they easily caught.

"Yeah! This is more like it!" said X23 with a feral grin as she held in her hands her beloved guns and began to agilely move about in a complete 360 degree motion and fire shot after shot into the heads of the unwitting GURSO soldiers.

With their guns back, the five mutants of Shadow Cell now had their mode of attack, and with the help of telekinetic shielding from Phoenix and hex bolts from the Scarlet Witch, they had an effective defense to work with. Yet this didn't stop the well trained GURSO guards from swarming the area, firing indiscriminately towards them as they all immersed themselves in the crowd and confusion, using CQC, their powers, and their guns to take down as many as they could.

Cyclops cleared away huge clusters of guards with powerful optic blasts, but was forced to step up the intensity as more and more surrounded them as he began tapping more energy and directing it in larger bursts. Phoenix stayed close by him like always, keeping her telekinetic shields up and frying as many GURSO soldiers as she could with her pyrokinesis. But their special suits made it easy for them to withstand such force and some of them didn't go down even after direct hits.

Such tenacity was shown as well over with Mayhem as he used his super speed to avoid the high powered rounds designed to kill even him. His speed allowed him to get off many good shots with his guns, but there were so many of them that they got close enough to grab him, which he in turn countered with CQC, snapping their necks shattering their tough suits...Yet still, they continued to swarm like a pack of angry locusts.

The Scarlet Witch wasn't having any better luck as she used her hexing powers to deflect as many rounds as possible...But there were so many that she was forced to dodge them as she frantically returned fire with her guns, sometimes managing to use CQC to get a human shield in the way of the rounds to protect her when she needed it. But the more time that past, the more Shadow Cell found themselves falling back.

"Watch the rounds everybody!" shouted Cyclops through the melee, "One shot from them is one shot too many!"

"Ugh!" grunted Mayhem as one round exploded right at his feet, "No kidding!"

X23 was still using her superhuman gun slinging tricks to hold back the swarm of guards while taking down those close by with her claws...But no matter how many she or her comrades took down, they still kept coming. And soon it became clear to all of them that this was a losing battle.

"There's too many of them!" shouted Phoenix as she tried to use a wall of fire to slow them down, which actually didn't help much, "We have to fall back!"

"Right!" said Cyclops in agreement as he charged up his body and unleashed a high powered burst that temporarily knocked back many of the surrounding soldiers, "Everybody, into the hanger!"

Not having time to consider any other options, the five mutant soldiers plowed used what little opening Cyclops had managed with his blasts to scramble into the large hanger. Phoenix and the Scarlet Witch were forced to blow several contingents of soldiers back even more with their powers as they continued to aggressively storm them as they were so well trained to do.

Surprisingly, the inside of the hanger wasn't as fortified as they had thought...Thanks unknowingly to Magnum, who merely watched as they passed though the melee from the shadows, making sure they continued to do exactly as she and Dr. Essex had planned. And so far...All was going well. It was just a matter of Shadow Cell doing what they had been trained to do.

Back with the GURSO unit, the Colonel had taken cover during the melee and had been barking out incoherent orders ever since. He knew that the five mutant soldiers were crafty little devils, but he had no idea they'd last this long against a contingent like this. To him, they should be unrecognizable corpses by now and the longer they lasted, the more enraged he became.

"GOD DAMNIT! WHAT ARE YOU PRICKS WAITING FOR?! GO AFTER THEM! KILL THEM! DON'T LET THEM GET AWAY!" he yelled at the top of his lungs, prompting many GURSO soldiers to step up the assault as they stormed the hanger in hot pursuit of their targets.

"Come on! Let's go! This way!" some of the reserve leaders ordered since many of the regular field commanders had been easy targets for the five mutant soldiers.

For Cyclops, Phoenix, Mayhem, X23, and the Scarlet Witch, it was a rough path ahead as they passed through some of the maintenance areas, turning back at times to return fire from the approaching guards, but that didn't slow them down in the slightest. At times, Cyclops and the Scarlet Witch would turn around and unleash an intense wave of ruby red blasts and hex bolts in an effort to knock them back, but they just kept coming without fear or any sort of hesitation.

At times, they managed to pull down debris from shelves and low hanging ceilings in an effort to create barriers for the GURSO soldiers to cross, but they just blasted them away with their high powered guns and kept coming. A few even appeared ahead of them, but they were easy prey for X23's superior gun slinging and Mayhem's super speed attacks.

Finally, they managed to get to the main fueling area which had a special connecting corridor that led down a maze of interconnecting walkways through the base that they could use to make their escape. And since they knew the security of the place pretty well, it was a safe bet that many of the innermost areas were locked down with security, leaving them only one option...The garage area loading dock. But getting there was definitely going to be a challenge.

"Damn! They just keep coming!" grunted Cyclops as he fired back several optic blasts at a few guards, but a couple of them managed to get back up because of the protection their suits gave them, "We can't fight them all off!"

"Then we'll just have to buy ourselves a little time..." said Phoenix as she looked at some of the fuel tanks.

"Right..." said Cyclops, who had a pretty good idea of what she was thinking, "Shadow Cell! Hurry! Into the corridor!"

Not wasting any time fighting off any more GURSO soldiers, X23, Mayhem, and the Scarlet Witch scrambled into the walkways while Cyclops unleashed several more optic blasts to give them a few more precious seconds. After that, it was all Phoenix as she used her telekinesis to dislodge one of the heavy tanks containing many gallons of volatile jet fuel and fired a single pyrokinetic burst to ignite it.

"Everybody fall back!" yelled one of the GURSO soldiers as they saw this and scrambled to get out of the way.

However, it was too late for some as the fuel tanks reacted with the flame and erupted in an explosion that ripped through the entire hanger, taking out a few guards, but mainly injuring those caught in its immediate blast. Both Cyclops and Phoenix scrambled to get out of the way and catch up with the others, but they knew that even this was only temporary and they had to get out.

"Come on! We have to get to the garage!" said Cyclops as he and Phoenix met up with the others and they made their way down the corridor.

"You think they're stupid enough to leave us something to hot wire?" asked Mayhem, who didn't know if it was a gamble worth taking.

"Let's up hope so..." said Cyclops, not liking it either, but knew it was their only hope.

They continued to run down a seemingly endless array of walkway, passing numerous secured checkpoints along the way...Some of which opened to reveal GURSO soldiers, but they were quickly able to take them out with a few well placed shots and a little CQC. It was a long, hard path for them to take...And not just because of the guards. They were fighting in their own facility...Storming through the only place that was home to them. They had nothing to go on but adrenaline and no mission to carry out other than survival. But this was mission enough to them, for they refused to go down without a fight...That much they were always willing to do, for Shadow Cell or not...They were still soldiers.

"We're almost there!" said Phoenix as she turned back and engulfed several GURSO soldiers in fire, "But I sense a lot more minds coming our way!"

"Then we better hurry..." said Cyclops as they approached one of the sealed doors that lead into the garage, "Come on Mayhem...We'll need to do this one together!"

Upon the final approached to the garage, they were met with one of the super heavy, reinforced steel doors that were meant to contain any and all intruders. But if they could break down the door in Magneto's vault, then they could break this piece of junk down too. Phoenix, X23, and the Scarlet Witch covered them with gunfire, hex bolts, and telekinesis as Cyclops channeled as much energy as he could to give him a temporary burst of super strength while Mayhem dug his fists into the hardened steel. It didn't budge at first, but after a steady effort, the two powerhouse mutants managed to dislodge the door from it's structure and open the path down the last corridor.

"Come on! Let's go!" yelled Cyclops as everybody quickly filed out.

Then as they scrambled into the narrow walkway, Phoenix telekinetically lifted the heavy steel door and forced it back into place, giving them yet another barrier between them and the GURSO soldiers. However, even that would be only a temporary hold as their narrow window of escape grew increasingly strained.

"That's not going to hold them for long..." said the Scarlet Witch as they neared the exit into the garage, "Let's just find something that runs and get the hell out of here!"

Then suddenly, just as they neared the final stretch, somebody jumped out from the last security check. Instinctively, the five soldiers readied their guns and prepared to blow whoever it was away...But they were quickly stopped before such action could be taken upon seeing just who this lone obstructions was.

"Dr. Essex?!" exclaimed Mayhem as he and the others quickly lowered their weapons.

"The stone..." he simply said in a deep, serious tone.

"What?" said Phoenix, who still had a sling around her waist that had the mysterious relic they had extracted from Magneto's base safely tucked away.

"The stone!" he said in a more forceful tone, "Do you have it?!"

Feeling a bit surprised by their mentor's brashness, Phoenix nonetheless removed the sling and showed him the stone. And as soon as Dr. Essex saw it, his face lit up like a Christmas tree.

"Excellent!" he said as he eagerly took it and held the powerful relic in his hands, "I knew you wouldn't let me down my children!"

"Sir!" exclaimed Cyclops, "How did the Colonel find out?! What do we do now that they know we're officially rogue?!"

Dr. Nathanial Essex felt a wave of excitement overcome him as he looked upon the precious stone that held so much power. At last, he had the most important piece he needed in order to turn his ultimate dream into a reality...And now all that was left was to allow time to do it's thing. And time is something Dr. Essex had plenty of.

"You've done everything I've required of you, Shadow Cell..." he said proudly as his gaze remained locked upon the stone, "Every task...Every mission...Every possible goal I have set for you...You have completed with the most utmost efficiency. Now finally, it's all coming to ahead. I'm sorry...But this is the way it has to be. And all you have to do...Is play your part."

"Play our part?" said Phoenix in a confused tone, "What do you..."

"Guards!" he yelled back down the hall as he ran back towards the last security checkpoint that they had passed just moments ago, "I found the rogue subjects! They are in the bottom level of the parking garage! I repeat, they are in the bottom level of the parking garage! Hurry! They're getting away!"

Feeling completely and utterly shocked at Dr. Essex's sudden turn of actions, the five mutant soldiers were forced once again to act on instinct as they quickly scrambled away from the area and ran down towards the far end of the garage. Behind them, they heard GURSO soldiers storming out of the checkpoint where Dr. Essex had radioed in the report, forcing them to pick up the pace.

Then, against all odds, they came across the same jeep they had used when they went on their mission to Xavier's and the Brotherhood. It was just as they left it...Thanks unknowingly to Magnum...And ready for them to use. And as the footsteps of the GURSO units drew nearer and nearer, Cyclops, Phoenix, Mayhem, X23, and the Scarlet Witch were left with no other choice...But to flee.

"Finally, some luck..." said Cyclops as they quickly piled into the jeep with him taking the wheel, "Hold on! We're going to need some cover fire!

"You've got it!" said X23 as she and the Scarlet Witch stayed in the back, firing off a maze of rounds at some of the GURSO soldiers that had managed to catch up with them.

Phoenix and Mayhem stayed up front, using energy blasts and telekinetic bursts to clear out any obstructions as Cyclops put the petal to the metal sped out of the garage and towards the exit. Surprisingly, there weren't a lot of GURSO soldiers in the way out front...Thanks again to Magnum's secret influence...But neither of the five mutants even thought about that as they blasted through the three major checkpoints in the front and made their way out of the cloaking field...Effectively escaping Shadow Cell's security blanket.

"We're out...We made it," said the Scarlet Witch with a sigh of relief as they all took a moment to catch their breath in wake of what just happened.

There were a few tense moments as they made their way down the narrow, unpaved roads that led out from Shadow Cell's base. In order to avoid further detection, Cyclops veered the jeep off the roads and cut through several wooded areas before they finally got to the main road. But once they were finally out of the grasp of the organization they once called home...Many conflicting feelings came back to haunt them.

"What was that all about?" said X23, breaking the tense silence as they all settled into their seats, "Why did Dr. Essex report us? And how did he know where we were?"

"I don't know..." said Mayhem, shaking his head in confusion, "Maybe because he thought that's where we'd logically go...But if that's they case, then why on Earth did he just want the stone?"

It was a curious matter...An enigma that only seemed to generate more confusion amongst the proud soldiers that had never encountered a challenge such as this before. Their own home...Their own officers...Their own mentors that they had placed so much trust in...Had just betrayed them. After everything they had done...After all the dutiful service they had given them...They just turned on them as if none of that had mattered.

"I don't know either, Mayhem..." said Cyclops in a grim tone as he simply kept his eyes on the road, mainly just to have something to focus on, "But there had to be a reason...There's always a reason. We just have to find out what it is..."

"But...Why would Dr. Essex betray us?" mused Phoenix, who still couldn't believe that the man she looked up to as if he were a second father had just sold them out, "It's as if we didn't matter..."

"No...I think there's more to it than that, Phoenix," reasoned the Scarlet Witch.

"What do you mean?"

"I mean the things he said...The things about us playing some sort of part in something...It was as if he was implying something that we already knew," she said, thinking it sounded like the most logical explanation.

"You're right..." said Cyclops in agreement, "Something's up...There's a lot more to this than betrayal. We just have to find out what and determine our next course of action..."

"But what could it be?" asked X23, finding it hard to ascertain just why this was happening.

"That, X...Is what we're going to find out," said Cyclops, "We just need to lay low for a while and think...And hopefully, we'll find some answers before it's too late..."


Back at the base, the Colonel was fuming. Actually, to simply say that he was mad would have been the understatement of the millennium. He was like an erupting volcano...Yelling, cursing, and screaming at his unit and the officers that had come back with him at their failure to take down what they had been so ardently trained to do. Dr. Essex and Magnum were there, acting completely indifferent to the whole matter...And secretly a bit amused at the temperamental man's actions. But they kept their neutrality as they listened to the raging officer vent.


"Well with all due respect sir..." said one of the sergeants, "There were several unexpected holes in the web...Holes that Shadow Cell were able to exploit in they're getaway."


Nobody said a word, for they didn't want this crazed man to grow any more enraged...If that was even possible. It took a moment and a few more streams of incoherent cursing before the Colonel's voice was finally lowered his voice.

"We are supposed to be a unit specifically dedicated to containing mutants...And if we can't even do that, then what the hell was all that training and money for?" he mused as he walked along some of his GURSO field captains, "Now we have five super powered soldiers out there running loose, capable of reeking untold levels of havoc. And now that protocol 666 is in effect...I am the one in charge. Not the General...Not the higher ups...But me! And we WILL find those freaks! We WILL neutralize them! From this point on, Shadow Cell is officially under my control...And our only mission now is to take those freaks down once and for all!"


AN: Oh how the tables have turned! Shadow Cell is officially rogue! Now they have to fight against the organization that made them who they are in order to survive. Will they be able to do it? Will they be able to succeed? And now it seems there's a new agenda up and running and Dr. Essex seems to be pulling the strings! Now the action is definitely going to heat up as secrets start to unravel and everything begins to fall into place! Stay tuned to see where it goes, because trust me...It'll be something you won't want to miss! So what do you think? Have you enjoyed this story thus far? Please tell me! Send me your reviews via email or post them on the fanfiction website! Thank you all very much for reading and I wish you all the best!

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