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

Battle Plan

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: 2006-08-25 - Updated: 2006-08-25 - 9729 words

Sinister Soldiers
Chapter 37: Battle Plan


The mutants of the Xavier Institute for Gifted Youngsters all took an aggressive battle stance at the sight of the five mutant soldiers that had attacked and overwhelmed them with such great force earlier. Warren, Betsy, Gambit, Logan, and Storm were all some of the strongest fighters on the X-men and if they had to put their necks on the line again to keep these five super powered killers from getting to the others again, then so be it. However, even despite their battle-ready stance...The five mutant soldiers of Shadow Cell didn't look too threatened.

"Please...Do we really have to do this?" said Mayhem as he and the others took a step forward.

"Stay back!" yelled Warren, being the leader he was, "I'm warning you Shadow Cell...We're NOT going to have a repeat of last time!"

"Funny words rich boy..." scoffed the Scarlet Witch, "Because if I recall correctly, last time I put a couple of bullets through those wings of yours, and I'd be more than happy to add more, but..."

"Shut up!" spat Betsy in response, who already had two glowing psionic blades ready and able to fight against these most tenacious of foes, "You're going to pay for everything you've done you bloody killers! We're not going to keel over for you like last time!"

"Yeah...Dis time we're ready," said Gambit holding his glowing cards in preparation for battle, "Dis time...We'll have de upper hand!"

"And what makes you so certain of that?" said in a deeply unimpressed Cyclops.

Just then, a couple of new voices that had watched the scene unfold before them from afar came from the top of the stairs to join the action.

"Try numbers this time!" said Kurt as he and Kitty teleported right beside them and joined their friends for what they were certain was going to be another hard fight.

However, even with this new addition, Cyclops, Phoenix, Mayhem, X23, and the Scarlet Witch didn't look or feel too threatened. They had anticipated a little animosity from the X-men, but they did not come here to fight this time...They came here to talk. After all, they had much bigger issues to worry about other than kicking the asses of a bunch of naïve mutant teenagers again.

"So what's it gonna be?" grunted Logan as he unsheathed his adamantium claws in preparation for battle, "How do ya want this to go down?"

"Oh come on, X-men...You should be smarter than that," said Phoenix, sounding almost exasperated in her tone, "We've faced entire armies before you punks wake up for breakfast. If we wanted to fight you, do you honestly think we would have come through the front door and set off the alarm? And if we really wanted to take you all down, don't you think we would have during our last fight?"

"Less talking, more fighting!" yelled Betsy as she prepared to lunge forth and take down the mutant soldiers that had hurt them all so badly earlier.

"Betsy, wait!" yelled Logan, quickly grabbing her shoulder and stopping her before she could take another step.

"What?!" she exclaimed as she tried to break herself free of Logan's grip, "Are you bloody mad, Wolverine? Let me go!"

"No...They're right," said Logan as he withdrew his claws and stepped forward, no longer taking any sort of aggressive stance, "If they were here to fight...It sure as hell wouldn't be like this. It's too direct...Too confrontational."

"Well said Wolverine..." said Cyclops, "It's nice to hear that at least one of you is giving this serious thought."

"Hey, watch it, homme!" said Remy, who kept his cards charged, "I wouldn't be talkin' if I were you!"

"Gumbo! Shut up!" yelled Logan, annoyed with everybody's irrational actions when it was as clear as night and day to him that Shadow Cell didn't want to fight, "And the rest of you runts...Stand down! Ya hear me? Stand down!"

The next few moments were tense as the X-men locked eyes with Shadow Cell. For many, they eagerly wanted a rematch of their previous encounter after such a humiliating defeat that damaged both their pride and their bodies. However, the orders from Logan were not the kind of orders one argued, for he seemed intently serious on avoiding another melee.

Finally, after as the tension began to die down a bit...The X-men relaxed their guard. Betsy put away her psionic blades and Remy put away his cards. It was clear they didn't like having to do so...But that didn't bother Shadow Cell in the slightest. After all...There would be plenty of fighting to come.

"There...Now was that so hard?" said X23, who for a moment actually thought they were going to have to kick their asses again to get them to listen.

"Enough!" said Warren, still apprehensive about their presence, "You five have got a lot to answer for!"

"Yeah...Like, why did you attack us before?!" said Kitty.

"And vhere is mein sister?!" yelled Kurt, who actually had to be held back by Kitty and Betsy.

"First off...Slow the fuck down!" said Mayhem, "And second...We don't know wher your sister is!"

"Bullshit!" spat Remy, "You tell us where she is or Gambit's gonna blow you away!"

Such words did not sit well with the ever temperamental soldiers who had been yelled at enough in their short lives by drill sergeants, GURSO goons, and the Colonel. They were trying hard not to start something...But the X-men were making it increasingly difficult for them with old bitterness about their last fight.

"Hey! I wouldn't be making threats Cajun!" shot Phoenix as she created a threatening halo of fire around her body, "We didn't come here to fight, but if you want to get your ass kicked again..."

"Bring it on, bitch!" spat Betsy, already sick of the annoying overconfidence of these five soldiers that had left them all in stitches once before.

Phoenix was about to respond with a little fire blast, but before anybody could say anything more...A single, defining voice stepped in and halted the tense situation.

"ENOUGH!" said Professor Charles Xavier as he wheeled out from front door with Beast, Bobby, and Jubilee following close behind, "X-men, you will stand down! No more threats! No more fighting!"

There was no room for argument in the Professor's tone, who was not about to let his institute endure another needless melee. And upon wheeling himself in, Phoenix powered down and the five mutant soldiers approached him...For this was the man they had come to see.

"Thank you Professor Xavier..." said Cyclops, his tone no longer threatening, "I apologize for the abruptness of our visit once again, but..."

"It's alright Cyclops..." said the Professor, holding his hand up in a peaceful gesture, "Please...Come with me. We have much to discuss."

"That we do..." said Phoenix in agreement as she and the rest of the team began to follow the wheelchair bound man down the hall towards the elevator, "But I must warn you, Professor...You might not like what you're about to hear."

"I know..." conceded the Professor, keeping his poise, but not hiding his anxiety, "I've grown somewhat used to that feeling by now..."

And without another word, Shadow Cell respectfully followed the Professor back down the hall, leaving a noticeably flabbergasted team of mutant youngsters behind.

"Dude! Vhat the hell vas that?!" said Kurt, not understanding what just happened.

"Beats me, Kurt..." said Warren, feeling just as confused as the rest of them, "But something tells me, we're about to find out."


Back up in the cold arctic north, the giant floating structure known as Asteroid M was now on the move, slowly making it's way south from the north pole down over the northernmost parts of Canada. The entire structure remained cloaked, moving slowly and silently through the air, guided by the advanced, powerful mechanisms that made it such a formidable base. And guiding this massive monolith was the master of magnetism himself...Magneto.

The tension within Asteroid M hadn't waned much since the Brotherhood's arrival. Magneto was still as irritable as ever as he ran through his vast network of databases in search of any signs of the man he knew was responsible for stealing his precious stone and putting his ultimate plans on an indefinite hiatus. He hadn't found much since this was a man who knew how to cover his tracks...But whatever veil he was using to keep himself invisible, Magneto was certain he would break it. Because nobody made a fool of the master of magnetism...Nobody.

With such vast resources at his disposal, Magneto had managed to trace some of the mysterious activities involving his old ally back to New York...Therefore, that's exactly where he would go. But knowing the kind of man he was dealing with, he wanted to come in full force...Not willing to give who he knew was behind all this a second chance.

And on top of all this, there was still the lingering thought of having to face his estranged daughter again. After nearly a decade of sorrow...A decade of cold bitterness...The little girl that once brought a smile to his face had returned from the dead to pay him back for his sins. Ever since she had 'died' there had been no feeling...No heart...No soul within the old holocaust survivor. Losing his daughter after having so heartlessly thrown her away destroyed whatever humanity he had left...Mystique and Pietro could attest to that. But now that she was back, many conflicting feelings lingered within the old man...Feelings that he didn't want to deal with.

All that mattered to him now was his dream...His dream to overthrow the sick masses that he believed were responsible for so much of his pain. And once he got his stone back...Then there would be no stopping him. Humanity would pay...Homo Superior would assert their rightful place in the world.

"There...Now we're right on course," said Magneto in his usual deep tone as he stepped away from the main controls and returned to the main computer terminals where Mystique was still hard at work, sifting through endless streams of information.

"So we're now on our way to New York..." said Mystique with a tired sigh, "What makes you think we'll find this guy there anyways? I've been going through every bit of information I can process with these systems and I can't find much of anything on this Dr. Nathanial Essex."

"He'll be there..." said Magneto coldly as he brought up several weapons control monitors and checked to see if they were all ready for action, "I know this man...I know how he operates. I'm certain he's the one behind this...It's not a matter of speculation, I KNOW he's the one responsible! And I'm going to make him pay dearly for his pestilence..."

Mystique didn't comment any further and returned to her duties, but while Magneto was still musing over how he was going to make his one time ally pay, the heavy metal doors slid open and the four members of the Brotherhood stepped in still in uniform.

"Yo, why are we moving, boss?" asked Toad as he hopped over towards the central monitoring area.

"Because we have a new destination, Toad..." said Magneto in a deep, authoritative voice, "I know who's responsible for all our inherent troubles...And we're going to pay him a little visit."

"Sweet! Finally some action!" said Blob, "And this time, we're ready for it!"

"See to it that you are," warned Magneto, "Because this is a foe with many tricks up his sleeve and there's no telling what he'll throw at us when we face him."

"But still...Are you sure that all this shit is because of just one guy?" said Lance, still finding it hard to believe.

"This isn't just 'another guy,' Avalanche!" shot Magneto in response, "Trust me...We're dealing with very sick mind here."

"Yeah...Takes one to know one, I guess," muttered Mystique under her breath, but luckily, Magneto hadn't heard that.

"I never thought in a dozen lifetimes that I'd ever have to face this man again," continued Magneto as his mind drifted back to those infamous days when he actually worked with this guy, "But I guess I should have known he would arise once again and conflict with my plans..."

"Oh big deal!" scoffed Pietro, not caring at all about whoever this guy was and dwelling only on his sister, "So he's a psycho...How much of a problem could he be against a place like this?"

"He helped me design this place to begin with!" shot Magneto in response, which silenced the rest of the Brotherhood as they took in this revelation, "It's because of him that everything you see before you exists!"

"Wow...You mean to say that this guy was once your friend?" said Lance, who was finally beginning to understand why Magneto was so upset about this issue.

"Friend isn't exactly the word I would use, but yes...He was a powerful ally," he said in a distasteful tone, "He had the expertise I needed to make many of the vital components on this base function...Including the mutant enhancement machine that is so important to my plans. He's the only other person out there who knows of it's existence...Making him the only one who could have possibly organized such an effective attack against my plans."

"But what about those five psychos that we faced?" asked Toad, who was more concerned about them rather than whomever this guy was that Magneto seemed so hell bent on.

"They were most likely mere pawns...Wanda included," said Magneto, knowing very well how this man operated, "He likes to think big...He likes to have a lot of power at his disposal. He's very deceptive...Very clever...And ruthless even by my standards."

"Damn..." said Pietro, not liking the prospects of such a confrontation to say the least, "So...Do you think that if we take him down, we could maybe save Wanda? I mean...If she's a pawn, then it's possible that..."

"No..." said Magneto coldly, cutting his son off in mid sentence, "At this point...Wanda is beyond saving. If she's with this man...Then there's no chance of ever getting her back...Not after what we did to her."

Pietro only glared disdainfully back at his 'father' upon hearing his words. It was as if he didn't even stop to consider that this was his own daughter he was talking about. He wasn't even going to try and save her...He wasn't even going to make an effort to make up for that one atrocity that he alone was responsible for. It was an act low enough to make him hate his father even more...Yet there was nothing he could do or say to change that. No matter how much he hated him for that one heinous deed...He could never escape the fact that he was apart of his father's world...And there was no going back.

"So that's it? You're not even gonna try?" asked Freddy, who seemed to pick up on what Pietro was trying to say.

"My daughter...Is dead," stated Magneto under great strain, "Whatever was left of the little girl I once knew is died a long time ago. And now that she's under the control of this menacing maniac...There is no hope. As much as it pains me to say it...Wanda cannot be saved. All we can do is fight against her and the man pulling all the strings...And if we have to go through her...So be it."

A cold, hard lump formed in Pietro's throat upon hearing those words, but as always...He swallowed such feelings of bitterness and remained silent. There was a wave of anger just simmering beneath the surface, but he dared not show it in the presence of his father.

Such a demeanor did not go unnoticed by Pietro's friends who knew him well and it was as clear as night and day to them that something was wrong. But they couldn't even begin to imagine just how he felt about this ever deepening conflict.

"Hey...Are you going to be okay, man?" asked Lance, looking over towards the usually obnoxious speedster.

"I'll be fine..." he said in a cold tone, making it clear that he didn't want to talk about it.

None of the other Brotherhood boys made an effort to say anything even though they wanted to. They had never seen Pietro like this before...So cold, so serious, so conflicted. But the more they thought about it, the more his attitude made sense to them. In all the time they had known him, they had become quite familiar with his cocky, arrogant character. Yet until now, they had no idea why he was this way...And after learning about what happened to his sister, it was no wonder he acted the way he did.

They all left both Pietro and Magneto to their conflicts after that...However, the silence was not to last. Mystique, who had been keeping track of the many databases that filtered through the vast computer systems of Asteroid M, was suddenly bombarded with a strange alert message on the computer screen. A similar message came upon the screens around Magneto as well and it quickly drew their attention...For it seemed to be an alarm of some sorts that the computers have just picked up something quite serious.

"Magneto...What's going on?" said Mystique as she tried to decipher the message, "What's with the computers?"

"It seems as though they've finally picked up something..." said Magneto as he entered a few quick commands.

"You mean it found this guy you've been talkin' about?" said Toad as everybody gathered around the computer screens.

"No...Not quite," said Magneto as he took in some of the rather intriguing data, "It would appear that we were not the only ones who bore the blunt end of such an attack."

"What do you mean?" asked Mystique, feeling somewhat anxious about this occurrence for reasons she could not understand.

Magneto proceeded to bring up a special little program he always kept running just in case...However, he never expected it to come into play during a conflict like this. Then again, given who they were dealing with, he should have seen it coming.

"Since my plan's inception, I haven't been so naïve to think that there could be possible complications with certain...Friends of mine," he said as he brought up an image that the Brotherhood knew too well.

"Oh...You must mean the X-men, yo," said Toad as everybody watched the screen.

"Exactly..." he said as he brought up what appeared to be images of security cameras and databases, "As strong as my defenses are...I still find that it's necessary to stay one step ahead of Charles and his resources, so I've managed to keep little bugs in his computers ever since he founded his little school. After all...Bear in mind that I did help him build Cerebro all those years ago."

"Nice..." said Blob with a grin, happy to have the upper hand over the X-men for once, "So what did this thing find?"

"Well...As you can see, I think those five crafty intruders you faced also paid Xavier a visit as well," he said as he sifted through images of their now obliterated security system and the numerous scars upon the landscape that had been left in wake of their attack.

"Damn...Those guys really know how to leave their mark," said Lance as he saw some of the damage.

"Hey...Better them than us I guess," said Pietro, who didn't see what the big deal was.

"Yeah, so they attacked the X-geeks...Big deal, yo. Ain't that a good thing for us?" said Toad.

"No...I'm afraid there's more to it than that," said Magneto as he brought up what appeared to be a grainy image from one of the security cameras that survived Shadow Cell's initial onslaught, "It appears that now...We're going to have to contend with Xavier's presence in this matter."

"What...What in the hell is that?" asked Mystique as she took a closer look at the grainy photo, an ominous feeling suddenly forming in the pit of her stomach for some reason.

"Hold on...I'm going to enhance it," said Magneto as he ran a special program to clean up the image.

A few tense moments followed as the program ran...But once it became clearer, the meaning of the image became obvious. While it was still a bit fuzzy, they could all make out the clear and obvious figure of an unconscious Rogue begin carried out of the mansion by an imposing looking blonde haired woman dressed in all black. A sudden intrigue soon fell over the curious onlookers...But for Mystique, it was quite a different reaction.

"No..." she gasped, clenching her fists in a surge of anger and concern.

"Wow...I'd hate to be Rogue right now," said Toad as they all took in the sight of the picture.

"Yeah, I'd say she's in some pretty deep shit," said Freddy in agreement.

"It would appear so..." said Magneto as he rubbed his chin in a state of thought, wondering what this new development could imply, "And I think I can safely say that this was definitely Essex's doing."

"You mean the same guy who sicked those bloodhound killers on us?" asked Pietro.

"But of course, Pietro...I know this man...I know he's up to something," said Magneto, once again growing all the more frustrated by his one time ally's craftiness, "He may be cunning...But he's completely crazy in every sense of the word. I know he's out there...And I'm going to make him pay for all his interference!"

"Sounds like a plan, boss!" said Toad, this time feeling ready now that they knew what they were dealing with, "So what do we do now?"

"It's simple, Toad...First, I need Mystique to..." but Magneto suddenly found himself cut off in mid sentence as he turned back towards where Mystique had been sitting only to find that she had completely disappeared.

"Hey, where'd she go?" said Lance as he and the others began looking around, not seeing the shape shifter anywhere.

Immediately, Magneto's blood began to simmer. Mystique knew better than to leave or make an unexpected exit before he had given her an order or at least a final word. And she knew damn well the consequences of not abiding by that rule...For he made it clear from the day he chose to go with his dream that he did NOT tolerate any kind of disrespect. Because in his mind...Disrespect was the same as disloyalty. And anybody who was a part of his plans that was not loyal to him always faced swift and serious punishment.

"Uh...Magneto," said Pietro, which quickly brought him out of his enraged state, "I think you should see this..."

"What is it, Quicksilver?!" he said, as he looked over towards the computer screen that seemed to draw Pietro's attention, "What's going on?"

"Well...According to this thing, one of the escape spheres was just activated and dislodged," said Pietro, bringing up a readout to show that he spoke the truth.

"Wait...You mean Mystique just ditched us?" said Lance, knowing that couldn't have very good implications...Especially for her.

"No...She didn't just ditch us, Avalanche..." said Magneto in a cold, angry tone, "She abandoned us...She abandoned my cause."

"I knew it!" yelled Pietro, "I knew she was going to backstab us! I knew she wasn't going to go through with it!"

It was a true shocker for the Brotherhood...Mystique, the one who had run their lives ever since they joined, was now officially a traitor. While they never were very close to her personally...She did bring them together. But they knew she was every bit as mysterious as her name...They knew she was an enigma that made her a rather difficult person to deal with. But now that she was an enemy...The stakes were very different.

"Calm yourself, Quicksilver..." said Magneto, keeping his voice ominous and low, for he always had a feeling that something like this would happen...He just had no clue it would come at a time like this, "I had a feeling this day would come...I had a feeling that having her children with Xavier would make her a liability. So at this point...Consider Mystique's position in the Brotherhood terminated...Because as of now, I plan on seeing that she faces the same fate as all those who oppose me..."


Back at the Xavier Institute, everybody had gathered in the War Room in the lower levels to hear what Shadow Cell had to say. They were all still suspicious of the five mysterious soldiers, who had already proven to be such a force to be reckoned with and kept their guard up the whole time. However, Professor Charles Xavier seemed to trust them enough to hear them out without any sort of check or psychic scan of any kind. And while such actions didn't sit well with those still reeling from their previous attack...They did not question their mentor's actions.

Over the course of the next hour, the five mutant soldiers of Shadow Cell went on to fill in some of the blanks that remained over the devastating attack that had left them all so confused and overwhelmed. The story they had to tell was quite elaborate...And a bit unsettling after having heard that they had actually been watching them before this mess had even taken place. It was a further testament to their skill, but there was so much more to their story than simply the trail of blood and destruction they always seemed to leave in their wake.

The five mutant soldiers didn't hold anything back in telling them the truth...Or however much they knew anyways. They told them about Magneto, the stone, and Dr. Essex's mysterious actions that had led them here to begin with. And by the time they were done, the answers they had given had simply brought about more questions.

"Okay...So let me get this straight," said Warren, taking a moment to let this all this information sink in, "You guys were sent on a reconnaissance mission to gather intel on all of us..."

"Yeah, and we succeeded," said the Scarlet Witch confidently, "Hell, I could tell you the size of your shoes and the kind of toothpaste you use..."

"Yeah...Like, that's comforting," muttered Kitty.

"Right..." said Warren as he went on, "And on this mission, this Essex guy all of the sudden pulls you out, brings you back, and sends you on this other crazy stunt off the books from the rest of the program that ends up with you guys attacking both us and the Brotherhood just to find Magneto's base and get some weird stone that's supposed to have this awesome power..."

"Which, by the way, Dr. Essex seemed to want for some reason..." reminded Beast, who found that part more intriguing.

"And yet after all that...He and pretty much everybody else back at Shadow Cell betrays you..." finished Logan, who didn't find that last part too surprising given what he had experienced with Weapon X.

"Yeah...I think that pretty much sums it up," said Cyclops, knowing there were still plenty of holes in the story...But this was all they knew.

The X-men definitely needed a moment to process this. It all seemed so complicated to them...Like a puzzle for which half the pieces were missing. As suspicious as they still were of these five mutant soldiers, they couldn't find many reasons not to believe them. The Professor seemed to be at a loss and everybody else was just plain stumped at all this. Yet the fact remained...Something was going on. They weren't quite sure what it was or even who was behind it...But it was very clear that this was all leading too something very big.

"Okay...I'm officially stumped with this one," said Bobby, shaking his head in amazement at what they were facing now.

"You're not the only one, Iceman..." said Jubilee in full agreement.

"But...Vhat about Rogue?" asked Kurt, breaking the silence that had fallen over them, "How does she fit into all this?"

"That part's a new one on us," answered Phoenix, "I have no idea why Magnum would take her or what possible purpose she could serve Shadow Cell...But chances are, there's probably a reason behind it."

"But...Do ya think she's okay?" asked Remy, that being his chief concern at the moment.

"If Magnum wanted her dead, she wouldn't have taken her alive," answered X23 confidently, "I think I can safely say that your friend is still alive...But depending on what she's being used for at the moment, I can only speculate how long she'll stay that way."

"Great...That's comforting," muttered Kurt, not feeling much better upon hearing that.

"But as long as Rogue is still alive...Then there's still hope," said the Professor in a reassuring tone, "But the big question in my mind isn't what she's being used for...It's who's pulling all the strings with this. Based on what you've told me, I think it's pretty clear that somebody is using you in the same way they're using us at the moment..."

"That much we can agree on, Professor..." said Mayhem, "And I'd be willing to bet all the stolen weapons in Latveria that all this is linked somehow."

"I agree, Mayhem..." said Phoenix, "It's all too perfect. The actions of the Colonel and Dr. Essex are just too convenient."

"Perhaps..." said the Professor, who believed that to be a true possibility...But for some reason, he had a feeling there was more to it than that, "Although the actions of the Colonel hardly explain the actions of this Dr. Nathanial Essex."

"Indeed Professor..." said Beast in agreement, "I'm more concerned about what you said over his rather peculiar handling of this stone you spoke of."

"The one that drives Magneto's machine?" said Cyclops, "Yeah, we noticed that too."

"But..." began Beast, "Why would Dr. Essex, a man who already has a machine that enhances mutants, be so obsessed with obtaining that stone even in the wake of that Colonel's actions?"

"Well..." began the Scarlet Witch, "We believe he may be a pawn in this as well. For all we know, he was just trying to protect it...Or maybe he was just trying to keep the Colonel from getting his hands on it and using it for his own greedy means."

"But I thought you said only Dr. Essex and Magneto even knew about the stone's power?" said Betsy, finding that notion to be just plain illogical, "After all...This Colonel sounds like a hell of a bloke, but he hardly seems to be the kind of guy who would know how to use something like that."

"Yeah...I guess you're right about that," conceded X23, "The Colonel may be a skilled, manipulative bastard...But a scientist he's not."

"Then maybe this guy is, like, working together with Dr. Essex or something," suggested Kitty, thinking that may be another logical course.

"Oh please..." scoffed Cyclops, rolling his eyes at the naïve young girl's words, "The Colonel absolutely despises Dr. Essex...He has since day one."

"Yeah, he's the last person on the face of the planet he'd trust..." said the Scarlet Witch in agreement, "There's no way he and Dr. Essex are in this together. All the more reason to suspect that they're both unwitting pawns in some other asshole's game!"

The two teams of mutants were almost at wits end with this problem. They were now merely stumbling around in the dark with this, throwing out random ideas that by all accounts have no merit or logic in any way, shape, or form. Every idea had its holes...Every clue had its inconsistencies. It was a true mystery for both sides...A mystery that was only leading to more conflict the more they thought about it.

"Then is it logical to assume that the Colonel simply found out about the mission Dr. Essex sent you on?" reasoned Ororo, still trying to find the common denominator with this whole deal.

"Knowing him, it's possible..." said Phoenix, "He's a paranoid son of a bitch and probably had spies or informants. But given how this whole thing went down, I doubt that even he doesn't know the full story. Otherwise, he wouldn't have asked us all those questions when he had us under his thumb. So logically, he's being used...His own paranoia being all that's necessary."

"Well then, who could it be?" asked Bobby.

"Well if we knew that, then do you think we'd be standing here right now?!" shot the Scarlet Witch in response.

"Hey, take it easy, okay? I'm just asking..." said Bobby, holding his hands up in defense.

"He's right..." said Mayhem as he placed his hand upon her shoulder, which helped calm her down, "We don't know what's going on here...We don't know who's behind this. We only know that there's a ton of lies covering up the truth and somebody's pulling the strings."

"Yeah...You're right," said X23 in agreement, "The Colonel's easy to manipulate...Paranoid assholes tend to be that way. But aside from who's pulling the strings, I think we should also try and ponder what it is they want."

"Good point, X..." answered Cyclops, "And now that your friend has been abducted, that adds another piece to the puzzle. I doubt it was an action of the Colonel, no way he'd be in the loop for something like this."

"What makes you so sure of dat?" asked Remy curiously, eager for any word on Rogue's well being.

"Simple...One, besides Dr. Essex, the Colonel wouldn't trust Magnum to get him his coffee, let alone be a part of his plans," stated Cyclops, "And two...Even if the Colonel is being used, he would have NEVER taken Rogue alive. Because if there's one thing he can't stand...It's being around any mutant that's still breathing."

"Ugh...You guys really aren't much for comfort, you know that?" said Kurt, feeling all the more nervous about the well being of his sister.

"Sorry...Not our style, blue boy," said X23 in response, "We don't know how your sister fits into all this, but we're going to avoid being exterminated like cockroaches, we have to face facts..."

"And the fact remains that we aren't sure who's behind all this," made Phoenix, "Whoever it is obviously wants us dead, but also seems to be manipulating the rest of Shadow Cell's staff."

"Hmm...I wouldn't be so sure about that," said the Professor, who felt there was something these five just weren't willing to admit.

"Oh come on old man!" shot the Scarlet Witch in response, "What more could there be?!"

Professor Charles Xavier was a bit uneasy with these clearly volatile, yet clearly skilled mutant soldiers. But from what he could discern, they were genuinely sincere about their problem and their desire to enlist some help. It was clear they came for a reason...But it seemed as though they were a bit reluctant to accept certain facts about this problem that he couldn't help but find curious. He wasn't sure why...But there was just something about this matter that seemed...Inconsistent with their conclusions.

"I believe that there is but one matter you five have seemed to negated...Dr. Nathanial Essex," he said, which didn't earn him much of a reaction.

"What about him?" scoffed Mayhem, thinking the Professor was just being foolish now, "Trust me Professor, we know this guy...We know him better than you could ever hope to imagine. Now granted, his actions concerning the stone are a bit strange...But I'm sure he had a good reason for it."

"Yeah right! Now who's being naïve?" smirked Betsy.

"Hey, watch it missy!" shot Phoenix in response, ready to show her just why she was one of the most powerful psychics on the face of the planet.

"No wait!" said Hank, stepping between the two telepaths before anything could escalate, "I believe the Professor is correct in this matter..."

"Bullshit!" spat X23, "There's no way Dr. Essex would have a hand in this! He's been our mentor for years! He's practically like a father to all of us!"

"A father?!" yelled Logan upon hearing that, the memories of what Fury had told them about this man, "You look at that man...As a father?! Kid, I don't know what they did to you there, but trust me...You do NOT want to trust a guy like that!"

Such words were more than enough to set X23 off, for she was not willing to listen to anybody, even if it was the man whom she was cloned from, insult Dr. Essex...The one who given her a sense of being after Hydra took so much away from her. She let out a loud, animalistic growl, which much of the X-men felt sounded uncannily like Logan, and practically lunged forth at Logan...Only to be stopped by Cyclops and Phoenix.

"ERR! You don't know anything! You don't know shit!" she yelled at him in a blind rage, "How dare you speak such things about Dr. Essex! You don't know the truth!"

"That may be..." said Logan, who stood unafraid of the young girl, even as she looked at him with such venom and rage, "But somethin' tells me that you guys don't know the full story either..."

"What are you talking about?" asked Cyclops, thinking he and the rest of these mutant misfits just didn't understand, "How can you possibly know Dr. Essex like we do?"

"Well we may not know him on a personal level..." said the Professor, trying to keep things from getting too volatile, "But from what we do know, Dr. Essex is not a very stable man."

"And how could you possibly know that?" scoffed Mayhem.

"Because I followed his work...I know the scientific language he speaks...And the signs are so clear now that I know what happened to him," said the Professor, earning him a more curious look form the five mutant soldiers, "I remember how his papers and research began getting increasingly controversial. He began ranting and raving about the evolution of the human species into the next dominate life form on the planet. And while at first this seemed perfectly sound...What made him seem a tad eccentric were his references to doing this through artificial means."

"Yes, I too recall some of those works," said Beast as he thought back to everything he knew about this man's work that he had followed so ardently when he was in college, "And it was after these particular references were published that he disappeared...Making it perfectly plausible that he went on to pursue this matter on his own accord. It would explain why he became so immersed in the field of biotechnology and began getting involved with black programs."

"But aside from that...It would also explain why he may have wanted that stone," concluded Xavier, thinking he was now really on to something.

"What?!" said Phoenix, for this was all new to her and her comrades for that matter, "How in the hell does that fit into this shit?"

"Think about it..." said the Professor, growing increasingly serious, "Dr. Essex always had a fascination with mutants. His work with you five is a testament to that in and of itself. But in considering what his work was so predicated on...It would explain why he would be so concerned with that stone. You said it yourself...It has the power to affect mutants on a very profound level and I'm guessing that perhaps this quality may hold special interest for him."

"But he doesn't need that thing!" argued the Scarlet Witch, "He's already got the bio-mutagenic accelerator."

"Perhaps..." said Beast as he thought about it more, "But if he was that driven to obtain it, then it's possible that there could be more power to the stone than he would have let on...A power that not even Magneto knew about."

"That's just..." began Mayhem, but this time he was cut off by Cyclops.

"No wait! I think he's right..." said Cyclops as he thought about it a bit.

"What? You can't be serious!" exclaimed X23, "This is Dr. Essex we're talking about here!"

"That may be so..." said Cyclops, finding this hard for his mind to process for many reasons, "But I think it's too great to ignore. He knows something about that stone that nobody else does...And he's trying to harness it!"

"How the hell do you know that?!" said the Scarlet Witch, thinking their leader was had lost it.

"Because it would explain Rogue's abduction!" said Cyclops, silencing his comrades' skepticism, "I mean think about it...We're talking about him taking the one mutant who just happens to have powers that involve the use of life energy and the manipulation of other mutant powers within the same host. Add to that...Magnum was the one who abducted her...And who's the only person Magnum has ever taken orders from?"

That one notion silenced the mutant soldiers who had dedicated their lives to the ideals that Dr. Essex had preached to them since they day they were recruited. It made sense...Too much sense. They didn't want to believe it...They didn't want to even consider the notion that their trusted mentors were hiding something from them. But based on their actions thus far, it was clear that something was amiss...Something big that they just weren't willing to accept.

"This...This is crazy!" exclaimed Phoenix, still having trouble accepting this, "Why would Dr. Essex do something like this to us? Why would he keep secrets from us?"

"Why indeed..." said the Professor, "It seems as though he's kept you all in the dark for some time now..."

"But...After all this time?" said Cyclops, unable to really process such harsh truths, "How could he do such a thing?"

"I think it's simple..." grunted Logan, who know very well how men like Dr. Essex operated given his experience with Weapon X, "The guy has his own agenda...And he's usin' you guys as pawns to make it happen."

"No! He's not that kind of man! It's gotta be someone else!" yelled X23 in response, once again growing enraged at Logan's insinuations.

"Oh come on!" exclaimed Warren, "Enough of this denial already! We're talking about a guy who abducted kids and experimented on them like lab rats! How can you say he's not that kind of man?!"

Upon hearing this, it instantly sparked Mayhem's curiosity.

"Kids? Abduction? What are you talking about?" he said curiously.

"Oh come on...I mean, if the guy doesn't keep secrets from you, then you of all people should know about what he's done in the past!" said Betsy in response, "Didn't he tell you about how he was behind that program that did all those experiments on kids which later killed them?"

"Yeah...Wasn't it called, like, Prodigy or something?" said Kitty.

Mayhem's bones chilled at the sound of that word...That one word that brought back so many memories that he had been trying very hard to live with his whole life. Immediately, vivid flashes of his morbid past with that heinous project came rushing back to his head. They were all so clear because of his photographic memory...As if they had just happened. And the more he thought about them, the more difficult they became.

For the others, who had heard plenty about Project Prodigy from Vincent over the years, namely Wanda, it was a most unexpected revelation and a most disturbing accusation. Dr. Essex...Prodigy...Was it really possible? Could something so heinous really be true? They didn't want to believe it...Their most trust mentor...Behind such grave atrocities. It was just too much for Mayhem to bear.

"What did you say?" said the imposing mutant soldier as he loomed menacingly over the petite young girl with a rage in his eyes.

Kitty stammered a bit under his penetrating gaze, quickly evoking the concern of the others, namely Kurt, who quickly came to her aid despite the imposing mutant's strange reaction.

"I ASKED YOU A QUESTION DAMN IT!" he yelled, his eyes now glowing, forcing the Scarlet Witch to restrain him from lashing out any further.

"Hey, vatch it pal!" shot Kurt in response.

"Don't tell me to watch it you fuzzy hunk of shit!" he yelled, "Not when it involves Prodigy!"

There was obviously a great deal of strain in his voice when he said that word...Strain that showed in his haunting eyes, which had stopped glowing and returned to their eerie, light blue state. His breathing was now highly irregular and his demeanor was a mess...Which was very unusual for someone like him.

"Mayhem...Please," said the Scarlet Witch as she and her comrades gathered around him, trying to ease his current state while trying to overcome the shocking revelation they had just heard.

"No..." he said, shaking his head in disbelief, "It's not true...It's not true..."

Professor Charles Xavier saw this and actually got a few telepathic readings from his heavily guarded mind. The effect of hearing that word...Prodigy...Had triggered something within the young man that actually caused his psychic shielding to falter. And judging by the haunting look in his eyes...It was clear that there was definitely more to this than either of them could have imagined.

"I think there may be something Dr. Essex has been keeping from you after all..." said the Professor, once again drawing the attention of the five mutant soldiers that had done so much for their country and their honor.

"But...How..." began Cyclops, feeling at a loss for words in many ways.

"Please..." said the Professor as he wheeled himself over them, "Open your minds...And I'll show you..."

Cyclops, Mayhem, X23, and the Scarlet Witch then turned to Phoenix...Their expert psychic. She was quick to study the Professor, using both her knack for interrogation and perception to see if this man could be trusted. While usually they never let their shields down...Given the situation, it was the only way they could see the truth. But still...They had their reasons for being suspicious.

"I assure you...All I have to show you is the truth," assured Professor Xavier, allowing Phoenix to sense his thoughts so she could be assured that he was telling the truth.

"Phoenix..." said Mayhem, uncertain if this was a good idea, given that they were always taught never to trust anybody.

"It's okay..." she told them, sensing what she needed to sense, feeling as though the Professor wouldn't let her in if he was going to try something, "But rest assured old man...If I sense for one second that you..."

"Please...I understand," said the Professor, not letting her finish, "And I would expect nothing less."

The five soldiers of Shadow Cell were silent for a moment and the rest of the X-men were noticeably weary about this...But they stayed silent.

"Charles..." said Ororo, stepping forth to voice her concerns, "Are you sure?"

"Yes Ororo...I'm sure," he told her, "I think they deserve to know the truth..."

Upon hearing that, Cyclops, Phoenix, Mayhem, X23, and the Scarlet Witch knew it was now or never. Chances were they wouldn't like what they were about to see...But unfortunately, that was a feeling they were quite used to. But despite this, they only hoped that maybe this revelation would finally give them something that they had always been denied...Answers.

"Are you ready?" he asked the five soldiers as they all stood together as any close unit would.

"Yes..." said Mayhem, desperate to know the truth, "We're ready..."

"Very well then..." said the Professor as he placed his hands on his temples and prepared to enter their tortured minds, "In that case...Open your minds...And let me show you proof of what you want to know."

Trusting Phoenix's judgment in this man's sincerity, the five mutant soldiers let down their shields and allowed their minds to be bombarded with a burst of new images. Their teeth clenched and they all let out uncomfortable grunts upon feeling an unfamiliar mind entering theirs...Yet they continued to allow this man to probe, for it was clear he knew something they didn't...Something that was sure to change everything.

Immediately, they were bombarded with the recent memories of Nick Fury's visit to the mansion. Upon seeing them, the five soldiers clenched since he wasn't a very well received figure within Shadow Cell...But what he had to say was nothing short of disturbing. He had revealed to the X-men the heavily guarded secrets of Shadow Cell...Secrets that were not supposed to see the light of day, yet for some reason, this old Cold War hero was telling it to these civilian mutant kids who had no idea just how complicated the world was.

Seeing Nick Fury was shocking enough...But what he had to say was many times more devastating then they ever could have imagined. They saw the images he had showed the X-men concerning the Prodigy Project...Images that made them all sick to their stomach, especially Vincent. There were mounds of information...And it was all very disturbing in it's own respect. Yet what made it truly horrifying was the name that was tied to all these experiments...Dr. Nathanial Essex.

They hadn't believed it...They didn't want to accept it...Yet here was the proof...Here was the shocking revelation that had been kept from them for many years. The papers Fury showed them, the images of the heinous experiments, and their connections to the bio-mutagenic accelerator made it undeniable...Dr. Essex had lied to them. He had been behind the Prodigy Project...He had been behind those sinister experiments.

"ERRRRRAAAHHHHH!" yelled Mayhem, who had seen enough and forced the Professor out of his mind.

Then, in a fit of pain, sorrow, and rage, the super strong mutant slammed his fists upon the metal floor, causing a shockwave that knocked everybody back. Immediately, Vincent Freeman collapsed, feeling unable to breathe, stand, or even think straight. The Scarlet Witch was quick to stand by his side while the others gathered around their friend, equally shocked and horrified that their trusted mentor had performed such atrocities. It truly hurt them to know that all this time...Dr. Essex had kept something like this from them...Lying and deceiving them in a way that shook the foundations of everything they had come to so strongly believe. And for Mayhem...It was a truly terrible revelation.

"No...No...I can't believe it..." said Mayhem, on the verge of breaking down.

"Shh...It's okay..." said the Scarlet Witch as she immediately took him in her arms, hugging him close in the way that always brought them both so much comfort during dark times, "It's going to be okay..."

Mayhem didn't know what more he could do...For the damage had been done...And he had the scars to prove it. Desperate for any kind of comfort, he tightly embraced the woman who had always held a special place in his heart...Only now, he was finally unable to deny just how big a place that was.

Cyclops, Phoenix, and X23 stood by their friend as they helped him up, still wearing expressions of complete disbelief. And as the rest of the X-men recovered from Mayhem's outburst, they saw a new sense of determination within the five mutant soldiers...A determination driven by a new resolve...A resolve to find out the truth.

"I can't believe it...That son of a bitch!" said X23, grunting in frustration at Dr. Essex's deception.

"All this time...After everything he did for us..." mused Phoenix, "Was it all for show? Did we even matter at all to him?!"

"I don't know..." said Cyclops, feeling at a true loss, "I really don't know..."

The X-men were genuinely surprised to see them all act like this...For they had only come off as a bunch of cruel, heartless soldiers who did nothing more than follow the orders of their superiors. Now...The stakes had changed. Their world had been destroyed. And in their eyes...There was only one thing left to do.

"I'm sorry...I truly am," said the Professor sincerely.

"No...You have no reason to be sorry Professor," said Mayhem, as he pulled himself together with the help of his friends and the years he had spent training himself to manage such pain, "You showed us the truth...And now, there's only one thing left to do."

"What do you mean?" asked Warren, who kept his distance along with the others from the five volatile soldiers.

"This changes everything..." said Mayhem, "Now we know the truth...But there are still plenty of questions. And there's only one person on the face of the planet now that can give us the answers..."

Knowing exactly what he was talking about, Cyclops nodded in affirmation...For it truly was the only way.

"Wait...You're not suggesting..." began Ororo, but he was quickly cut off.

"You know what we mean..." said Cycolps, "There's only one way to find the truth...There's only one person who knows. And even if we have to go through every army, mercenary, and psycho on the face of the planet...We're going to find him...Or die trying."

"And you guys are going to help us..." said Phoenix.

"What?!" said Betsy, not knowing how she came up with that conclusion.

"It's easy Psylocke..." she went on, "Shadow Cell has your friend...And it also has the answers we're looking for. So naturally...We must help each other. We'll get your friend out if you help us get in..."

"You mean in through that whole army of anti-mutant soldiers led by that insane Colonel?" said Bobby, not liking the prospects of such a feat one bit.

"Exactly..." said Cyclops in an affirmative tone, "You didn't think it would be easy, did you? Now we're willing to help you guys as long as you're willing to help us...After that, consider it even and I promise you, Shadow Cell will be out of you're hair forever. But keep one thing in mind...Even without your help, we're going in. This is something we have to do...This is something we have to overcome..."

"But...Why?" asked Jubilee, not understanding such drive.

"Because...We need to know the truth," said Cyclops.

A heavy silence fell over the two teams as Shadow Cell now stood with a new drive and determination the likes of which they never had before. For the first time...They were going to go on a mission without the orders of any superior or officer. For the first time...They would be fighting for themselves and not for others. It was a strange feeling, yet at the same time it gave them a sense of being...For even though their world had been shattered, their spirit as soldiers remained as strong as ever.

"So...Are you with us, X-men?" said Cyclops, "Are you ready and willing to stand with us and fight against impossible odds against a force more powerful than you can possibly imagine?"

They were daunting words from a daunting team of soldiers...But for the X-men, who now had a very good friend of theirs in desperate need of help, nothing was daunting enough to keep them out of this battle...They owed Rogue that much. And with these strong and determined soldiers on their side...They may just have a chance.

"Impossible odds against a renegade mutant hating military man and a crazed scientist?" said Logan with a wolfish grin, who found the situation to be strangely familiar, "Sounds like fun..."

For some reason, X23 couldn't help but smile at Logan upon hearing those words as the X-men and Shadow Cell now stood poised to fight together against a truly daunting foe. But daunting or not...Nothing would keep them from their goal...Nothing would stop them from fighting the battle. It was only a matter of overcoming many major obstacles...And that was something they were all perfectly willing to do.

"In that case..." said X23, speaking to both the X-men and her comrades, "Get your shit together, get your mind set, and most of all...Get ready for the fight of your lives."


AN: Oh boy! Can you just feel the heat building? The mother of all fights is coming on strong! Shadow Cell and the X-men now fight together against the forces of the Colonel and Dr. Essex! Now that they know about Prodigy, what other secrets will they uncover? And don't forget Magneto! He's still out there and he seems just as pissed towards Dr. Essex as the others! Get ready for a melee to remember my friends! It's all starting to come together! Stay tuned to see just how intense it's going to get! So what do you think? Has this been a good read up to this point? Please tell me! Send me your reviews via email or post them on the fanfiction website! I'm eager to hear any comments you may have, so please tell me what you think to keep the inspiration coming! Thanks a ton for reading everybody! I really appreciate it and I wish you all the best!

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