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

The Longest Night

by slickboy444 0 reviews

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

Category: X-Men: Evolution - Rating: PG-13 - Genres: Action/Adventure, Drama, Romance, Sci-fi - Characters: Avalanche, Berzerker, Blob, Boom Boom, Cannonball, Colossus, Cyclops, Gambit, Iceman, Jean, Magma, Magneto, Mr. Sinister, Multiple, Mystique, Nightcrawler, Professor Xavier, Quicksilver, Rogue, Scarlet Witch, Shadowcat, Storm, Sunspot, Toad - Warnings: [?] [V] [X] - Published: 2006-09-08 - Updated: 2006-09-09 - 8588 words

Sinister Soldiers
Chapter 39: The Longest Night


With Shadow Cell and the X-men on their way, everything Dr. Nathanial Essex had meticulously planned was falling into place. His backup that Magnum had so thoughtfully provided was almost ready, his machine had finally completed making the proper adjustments to Rogue's mutation, and the Colonel remained completely oblivious. It had gone better than he could've hoped for...And in a way, it was sort of anti-climactic. It was just too easy manipulating each and every one of them...Easy to the point where it was outright sad.

But Dr. Essex certainly wasn't complaining. He had waited too long for this moment and now it was finally upon him. His machine was ready...His pawns were playing their part...And everything was going exactly as he had planned. It was so magnificent...Finally seeing decades of toil coming to ahead. And all it took was a few creative lies to make it all happen.

"They're on their way my sweet..." he said to his machine, talking to it as if it were a child, "I can feel it...They're so close. And when they get here...We shall unleash the full power of evolution upon this world...Building a new paradise for life to thrive eternally without war, suffering, or sorrow. We shall save mankind from it's own destruction...We will save this world from being annihilated. It was be a true work of art...A masterpiece of life. And it all starts tonight!"

Looking over his system readouts, he saw that young Rogue had been everything he hoped she would. Her powers were now ripe for use with his most glorious of creations and ironically...Her presence here worked out quite nicely because it gave the X-men a reason to be here. Such a laughable force of mutant pacifists didn't concern him in the slightest, for even if they teamed up with Shadow Cell, they could not stop the inevitable.

And thanks to his new backup, it was only a matter of ensuring that his pawns played their part as effectively as possible.

"Magnum...Is everyone in place?" he said into a CB communicator that he had been using to give orders to her and her allies.

Not getting a response, he checked the channel, for it was very unlike the proud Russian mercenary not to respond. However, she had her reasons for hesitating and she made sure it didn't take too long for her to comply as any good soldier should.

"Magnum..." repeated Dr. Essex.

"We're just about ready, Nathanial..." she answered, "You need not worry. We'll all be in place in under five minutes."

"Ah, perfect..." said Dr. Essex in an approving tone as he turned back towards his machine, "And as promised, that little 'surprise' I predicted seems to have come into play. It appears you'll get that bonus you've been aching for after all..."

Magnum was silent for a moment, for she knew exactly what he was referring to...But as always, she didn't let her emotions show. Her insides were raging at the subtle undertone in his words, but she managed to keep her demeanor...For she would need it for what she was about to face.

"Are you sure?" she asked, not wanting this to be a farce.

"But of course..." he told her confidently, "Picked up a magnetic spike outside the institute just before word of their take off was confirmed. She'll be here...I know it."

"Then I best get ready..." she told him in a cold tone, "I've been waiting a long time for this and I will NOT be denied. I'll do my part...You can be assured of that. But I want this one for myself..."

"And I'm not going to stop you..." he said, "Now hurry...The hour of truth is at hand. We've both worked long and hard for this and it's finally coming together...So let's not keep destiny waiting. Over and out..."

The line went dead after that as Dr. Essex began performing the final calibrations on his machine. Magnum, however, simply stayed in a trance, mentally preparing herself for what she was about to face. She was in her specially designated room...A room she herself set up with the help of Dr. Essex and had been living out of since she joined the organization. It was a small, somewhat confined area that looked more like an armory than living area. All around her, there were mountains of guns, ammunition, and assorted firearms that she had procured over the years. Yet she seemed eerily comfortable with such surroundings...Comfortable in a ways that was almost disturbing to anybody who would have seen it.

In addition to her vast arsenal, the walls of her room were littered with pictures and news clippings with headlines like, 'Ex-Marine Francis Castle gunned down with family in gang shooting,' 'Frank Castle Alive!' and 'Punisher strikes heavy blow to organized crime.' Every article seemed centered around Frank Castle...Better known as the Punisher. While some may have called such a collection a clear sign of obsession...To Magnum, it was much more.

As she stood in her room looking over her articles, taking a great deal of strength from them...She suddenly felt a couple of cold, metal tentacles snake their way up her well shaped legs and along the curves of her imposing body. Such a feeling did not make her tense in the slightest...For she knew exactly who this was.

"You know...You're the only one who never flinches when I do that," said Omega Red his deep, Russian accent.

"I don't flinch..." she said simply and stoically, not turning to face her former lover.

Yet despite her cold demeanor, Omega Red made his way over towards his precious tsarina, snaking his arms around her waist and trailing his lips down her shoulder and neck. Magnum didn't fight this, but she didn't seem affected by it in the slightest. She knew this man's heart was still centered on her...That much he had made abundantly clear. But her heart stopped beating for him a long time ago...And he simply never accepted it.

"All these pictures of a single, pitiful man...And not one of the man who could have given you the world," said Omega Red as he took in all her Punisher paraphernalia.

"Most of those pictures are gone..." she told him simply, "They went up in flames just like we did."

"Ah...But that's where you're wrong my dear," said Omega Red in response as he adoringly cupped her chin with his ice cold hand, "Otherwise you would not have called me here in your time of need."

Magnum once again didn't respond...But she didn't flinch either. She could not deny that this man was a part of her past and always would be and as much as she hated to admit it, there was still that flame for him she carried simmering within her. But all other traces of feeling she once harbored for him died long ago...Yet still, his had not and it was hard for him to accept that.

"Just tell me something my sweet tsarina..." he told her, his penetrating gaze locked with hers, "Why did you leave me? I could have given you everything your heart desired. We could have had it all...The motherland could have been ours. Why did you throw it all away for a mere human?"

"Because..." she stated, having accepted this long ago, "Frank had something you did not..."

"And what might that be?" he asked curiously.

"Understanding..." she told him, "He and I have been down the same roads in life. We both lost our spirit...Our souls...And at one point...Our lives. He was the only man I could not contain...He was the only man who was not afraid of me."

"I never feared you..." he told her affectionately, thinking her reasons were poorly fabricated at best.

"Wrong Omega..." she told him sternly, "You were always afraid...You were always afraid of not having someone at your side to share your dream with. You were always afraid of not having a queen every bit as strong as you, but still feeble enough to control. And I could never be that woman...No more than you could ever be the man I need."

Omega Red's expression shifted to one of discouragement and disappointment as he finally pulled away from his Tsarina. Few people could have such an affect on him...Few people could ever look him in the eye without fear in the way Magnum did. In many ways, that was why his heart still yearned for her...Because she wasn't afraid of him. But after hearing her reasons for leaving him...It was enough to push him away.

Yet still...The way he looked at her didn't change. If anything...He found it somewhat amusing in the end.

"And yet...You still left the Punisher as well," he told her with a humored grin.

"Other way around..." she said, shaking her head in response, "He left me...He's the only one who ever left me. We shared one night together...And that was all."

"And that alone should prove to you my dear...No man can ever feel for you the way I do," said Omega Red with the poise and strength that so often attracted her before.

However, Magnum remained unflinching...For she knew what she felt for this man...And she knew what she felt for the Punisher. It was a matter she had long managed...A matter she had laid to rest for the most part. She still pursued Frank in the days leading up to her recruitment by Dr. Essex, but right now...She had much bigger things on her mind.

"You may be right about that Omega..." she conceded as she picked up her beloved 44 magnum and skillfully put it back into her main holster, "But now is not a time for matters of the heart. I have waited a lifetime for this moment...And I will NOT let it go to waste."

"A lifetime you say?" questioned Omega Red skeptically, "So says a woman who made a career out of the simple fact that that she had nothing to lose..."

"No...It's more than that...More than you'll ever be able to understand," grunted Magnum sternly as she turned to exit her room, "This is about my honor...My pride...My legacy. And I WON'T be denied."

Omega Red didn't have a chance to respond to that as she exited her room and was met by Deadpool, Bullseye, and Gauntlet.

"Damn...That was quick!" said Deadpool with an obnoxious laugh, "No wonder she broke up with you!"

"You would be wise to keep your wise cracks to yourself little man..." said Omega Red in a threatening tone.

However, given Deadpool's somewhat eccentric style, he was not at all affected.

"And you would be wise to ask your doctor about Viagra," he made with another humored grin, "Besides, those metal arms of yours have GOT to be compensating for something. But then again what do I know? I'll bet plenty of girls like putting shit like that to good use!"

That was enough for Omega Red as he whipped out his tentacles and prepared to rip the obnoxious merc a new one.

"Err! You fucking little scab faced piece of shit!" he growled.

"Hey, just offering some friendly commentary!" he said innocently, unable to get over the sheer humor of having found out this man was involved with a woman like Magnum.

"Stop it you two!" yelled Gauntlet, once again stepping in to stop another fight.

"Thank you Gauntlet..." said Magnum, looking somewhat amused by what she had just seen, "And to think...You used to eat me out with that mouth, Omega."

"Ugh...Jeez Magnum, I love ya to death, babe. But go easy on the mental images!" said Bullseye, knowing he'd never get THAT out of his head for as long as he lived.

"Oh come on, Bullseye!" said Deadpool, giving his fellow mercenary a slap on the back, "Lighten up, we get to do a job with a hot, sexy Russian blonde! What's not to like about that?"

"And it's a job you damn well better take seriously..." added Magnum, her tone once again growing cold and serious, "What you're about to face is no laughing matter...But if you all play your parts, everything should work out in the end. Now Dr. Essex has already paid you in full...So you damn well better earn every penny."

"Eh, don't sweat it baby," said Deadpool confidently, "I may be offbeat, but I'm good at what I do!"

"We all are..." said Gauntlet, "Just tell us what you want us to do."

Magnum, despite Deadpool's mouth and Omega Red's leering gaze, remained as stern and strong as ever. She had waited a long time for this. All her loyalty, skill, and dedication were finally about to pay off...She just needed play her part...And ensure that these rag tag, internationally wanted killers played theirs.

"It's simple really," she told them as she led them down the hall, "The plan is this..."


In the skies over the vast expanse of upstate New York, the tension aboard the X-jet was at an all time high. Not only were they having to bring along the five soldiers of Shadow Cell that had attacked and decimated them earlier...But they were also forced to take Mystique along for the ride as well. The blue skinned shape shifter that had caused them all so much grief was probably the last person they wanted to have with them on this fight...Especially when it concerned Rogue.

Mystique wasn't too thrilled to be there either. She was getting plenty of death glares from the likes of Wolverine, Angel, Gambit, and pretty much the entire X-men. It looked as though they were all just waiting for her to backstab them...Not that she could blame them of course. But for Rogue...She was willing to endure as such, whether they believed in her or not.

She sat in a seat surrounded by the five mutant soldiers of Shadow Cell...Who for some reason, didn't seem nearly as distasteful of her. She suspected that was simply because they didn't know her, but it was somewhat reassuring to have at least SOMEBODY on the plane that believed her. That's not to say that she liked them all that much thought...Especially the red head who basically mind fucked her. But they had skills and it was sort of an unwritten rule among soldiers that it's okay to hate an opponent, but it's also necessary to respect them as well when they proved themselves. And that's something Shadow Cell had definitely done beyond a shadow of a doubt. The shape shifter still harbored a deep grudge towards them, but she set that aside for now and focused entirely on Rogue.

In addition, she also sat in a seat right next to her son, Kurt...Which was a last minute choice on his part, for he seemed to believe her when she said she was doing this for Rogue. But she couldn't help but get the feeling he was still skeptical since she had lied to him so many times in the past. And maybe he was right to feel as such...But she hoped that maybe by helping to save Rogue, she could make up for so many of the bad decisions she had made with them as a mother. And while she knew her decision certainly wouldn't go over well with Magneto...She was beyond caring at this point. That madman had done nothing but bring her pain and frustration. He didn't even care about mutants...All he cared about was himself. And whether or not he punished her for her disobedience and disloyalty didn't matter...For right now, her only concern was Rogue.

"Mother..." said Kurt, finally unable to hold his silence any longer, "Vhy are you doing this?"

"What do you mean?" she said, keeping her tone as emotionless as possible, so as not to show any weakness in the presence of the X-men.

"I mean...After everything you've done...Vhy now?" he asked.

"Because...Rogue needs me," she said simply.

"Yeah right..." muttered Gambit, who was sitting right behind them.

"But is that all?" asked Kurt, ignoring the Cajun's comment.

The shape shifter just sighed...For she didn't want to have to go through something like this at a time when she needed to be strong. It was hard enough having to contend with the fact that she hadn't been there when her children needed her most because she was too selfish and stupid to go along with Magneto. But every time she even thought about it...She just felt so trapped. It was as if she was incapable of making good decisions. She had spent a long time making ones that only brought her more pain...And now she was finally willing to change that. But in order to get that chance...She had to prove herself first. And for that reason...She couldn't give Kurt the answer he wanted.

"No..." she finally said, "But now's not the time to talk about it. I promise I'll tell you and Rogue everything after all this is over. But for now...Let's just focus on getting her back."

It wasn't what Kurt was hoping for, but it spoke volumes nonetheless whether Mystique intended it or not. And for some reason, he found himself placing her hand atop hers...Letting her know that he believed her words...And would most likely hold her to them when all this was over.

Such a gesture did not go unnoticed by the others, but they chose to ignore it for the most part...Although some like Logan and Remy didn't look to happy about it. But luckily, a few others stepped in to keep things from getting too tense.

"So where is this place?" asked Betsy, who was monitoring the scanner for signs of any major activity spikes, "I'm not getting any readings and this thing is supposed to be able to find a cotton ball in Antarctica."

"It doesn't matter how good that thing is..." answered Scott, "Shadow Cell HQ has a cloaking device that would probably make even Magneto envious. It's designed to keep any and all prying eyes away from our activities."

"Yeesh, sounds a bit excessive if you ask me," commented Bobby.

"Such measures are necessary for a place that isn't supposed to exist," made Wanda, "And upstate New York is littered with old military bases from the Cold War, so don't expect it to stick out."

"Wonderful..." said Warren, his tone dripping with sarcasm, "So in any case, we have no idea what we're up against."

"Well if it'll set your mind at ease..." began Scott, who knew as well as the others just what Shadow Cell defenses were capable of, "We're looking at over three thousand GURSO soldiers with a full assortment of high tech, body enhancing armor equipped with high powered energy weapons originally designed for anti-tank use all under the control of the Colonel. Add to that, Shadow Cell has some of the best perimeter defenses both outside and in that money can buy. It makes the defense system at your school look like a playground...And that's not factoring in any little surprises that they probably kept from us over the years."

"Yeah...That makes me feel MUCH better," said Warren, his sarcasm not fading in the slightest.

"And THIS is what we have to go through in order to save Rogue?" exclaimed Gambit.

"I'd say it's a pretty safe assumption..." replied Jean, "But don't worry...This sort of thing is what we've been trained for. We'll beat it...Or die trying."

It wasn't a very uplifting statement to say the least, but Shadow Cell was never one to sugarcoat the truth. Besides, they had plenty of other things on their mind at the moment. In their minds, the X-men were just here for added force and nothing more. They had a stake in this and if they could help them find the answers they needed, then so be it.

A lot was going through the minds of the five mutant soldiers as they neared the area of the base that made them who they were. For Scott and Jean, it was the only place in the world they could really call home. After having lost their childhood, this had been the place to give so much back to them. And then there was Dr. Essex...The man they had always looked up. But to learn that he had been behind Prodigy...The project that Vincent had so vividly described as being so horrific...It was just a blow neither of them could have expected. Not only that...To have him betray them like that...To simply turn his back on them after all the loyalty, trust, and discipline they had shown him...It was almost too much for them to bear.

'Jean...' sent Scott through their link, 'Do you really think we can do this? I mean...Fighting GURSO is one thing...But Dr. Essex?'

'I know Scott...' she sent in response, sending to him her waves of uncertainty, 'I've been thinking the same thing since all this happened. The man brought us together...He gave us our lives back...'

'Yet he still betrayed us...' added Scott, for that feeling most certainly wasn't lost on him.

'Yeah...I haven't forgotten that either,' she replied, 'But I can't shake this feeling that there's some greater force at work here...I just don't know what.'

'Well...In any case, we'll find out soon enough...' sent Scott as they both fell silent again and continued to ready their minds for the task at hand.

While Scott and Jean were going through their uncertainties, X23 was also noticeably tense despite her stern demeanor. Like her friends, she didn't like the idea of fighting against the people who made them who they were, for they were the ones that had rescued her from Hydra, taught her how to be a soldier, and helped her accept what she was. But after hearing that Dr. Essex had been behind Prodigy, a deep anger grew within her...For Prodigy was all too similar to the kind of horrors she had to endure with Hydra. Part of her didn't want to believe that he would be so cold as to do such things to innocent kids...But the images that still resonated so strongly in her head could not be negated. It was still an unpleasant feeling...Fighting against the place she had come to see as her 'home' in many ways. But the more she remembered those images...The more determined she grew to uncover the truth.

"Ya gonna be okay kid?" asked Logan, who was sitting right next to her and easily sensed her demeanor, for she wasn't doing as good a job hiding it as she usually did.

"That's not your concern, Logan..." she said in a somewhat mechanical tone, "Just focus on the task at hand...And stop calling me kid!"

Knowing it was probably not a good time, Logan decided against saying anything more. While he couldn't really explain it...He had a strong desire to help this girl that had gone through the same kind of hardships he had endured. And in many ways, it was worse for her...She didn't even have a name. He wasn't sure if it was because they shared the same blood or if it was just some deep, long repressed desire to find some kind of real family out there...But Logan made a promise to himself that he was going to help her and he was intent on seeing it through.

However, lingering issues aside, nobody seemed to be taking this harder than Vincent Freeman. No matter how hard he tried, he just couldn't escape the vivid memories that plagued him from Prodigy. And now that he knew Dr. Essex was behind it all, he wasn't sure what to feel anymore. He had lost so much in his life...His family, his childhood, his name...Pretty much everything that made somebody who they were. And Shadow Cell had given him so much. As a soldier, he found purpose, meaning, and true honor. And even despite Dr. Essex's lies, he wanted to hold onto that...He wanted to hold onto that feeling of being a soldier. He had lost enough in his life...And he most certainly wasn't going to lose that.

With Wanda still by his side, Vincent managed to keep his demeanor. Although, as they drew nearer...He found himself looking down at his bandana that he had always worn into battle. That along with his dog tags that each one of them wore as if it were a part of their body had always held such strong meaning for all of them...Only now, that meaning was in question as the hour of battle drew near.

"We'll get through this..." Wanda told him, placing her hand over his and giving it a gentle squeeze, "We're still soldiers Vince...That much nobody can ever take away from us."

"I know..." conceded Vincent, taking comfort in the warm feeling of her hand on his, "But we're fighting against the very thing that made us who we are. And now that I know about...About Prodigy. I just...God, I don't know how I'm going to do this."

"Yes you do Vincent..." said Wanda, increasing her grip, "Don't say that, because I know...I know you better than anybody. You know what we have to do...And you damn well know why we have to do it..."

"And why is that?" he asked her as he turned to face her with his pained blue eyes.

"Honor..." she said, "Shadow Cell or no Shadow Cell...We're still soldiers. And no matter how hard things get...We still have our honor. Don't ever forget that..."

"Honor..." he repeated, that word resonating so strongly in his weary mind as it brought back memories of the principles Father Michaels and Mr. Kansuke had taught him.

That word seemed to strike a chord with all of Shadow Cell. It was like the missing piece that they needed to fight this coming battle with every fiber of their being. Scott, Jean, X23, Vincent, and Wanda all found themselves repeating that word, drawing so much strength from it and finding a strange sense of peace from it. Such a sight was curious for the rest of the X-men, for they had been wondering what had been driving these five to fight so hard and now they were finally beginning to get an idea of just how strong they were. And it was strength they would all surely need...But as always, it was the past that remained their greatest obstacle.

For Vincent, his past was as vivid as it was morbid. But as a new look of determination fell upon his face, he once again wrapped the bandana that bore the same Japanese symbol that was tattooed on his chest around his head...Feeling ready to fight any force that stood in their way.

"Thanks Wanda..." said Vincent gratefully, still gripping her hand firmly in a show of his deepest thanks.

"Don't thank me yet, Vince..." she said, her heart skipping a beat as she felt his hand entwine with hers, "We still have a mission...And like always, we're going to see it through till the end."

"Till the end..." repeated Vincent, remembering that they were all still soldiers and they would see the mission through no matter what.

"Till the end..." X23 found herself saying as well.

"Till the end..." said Jean, nodding her head in affirmation as she looked back at the friends she had fought and died with on the battlefield so many times before.

"Till the end..." said Scott finally, once again reaffirming the strong, unbreakable unity that they would always share no matter what challenges they had to face or what dangers that stood in their way.

With that said, some of the X-men couldn't help but find themselves a bit more intrigued by these fight powerful soldiers. After having bore the blunt end of their wrath earlier, they saw them as just a bunch of cruel, heartless, drones who had little humanity left within them. Yet in seeing how close they were and how seriously they took their lives as soldiers, it was clear they had more humanity in them than anybody could have imagined. They were still a huge enigma...But they were beginning to get a good idea of just what made these five remarkable mutant soldiers tick.

"Man, talk about serious weirdness..." whispered Bobby to Jubilee and Kitty, "I don't know whether to be freaked out or moved."

"I know..." said Jubilee in agreement as she looked back at the five stoic soldiers, "I had no idea they were so...Driven."

"Well I think it's something to admire," made Kitty, "I mean...They're, like, fighting against their own home and stuff. It would be like us fighting against the Professor and the institute."

"Maybe...But I don't really think the Professor is a good comparison with this Dr. Essex guy," said Bobby, still shuttering from some of the images Nick Fury had shown them concerning the matter, "If you ask me...Something is seriously not right with him."

"No argument here..." said Kitty, "But I guess we'll find out soon enough."

Just then, Ororo began getting a few choppy transmissions back from the Professor. This quickly caught the attention of both teams as they tried to make out what he was saying through the static.

"Professor...Professor, are you still there?" said Ororo, trying to adjust the radio frequency in order to clear up the transmission.

"Ororo...Signal...Weak," she managed to make out, "Some...Interference...Blackout."

"It's no use...I'm losing him," said Ororo as she soon heard nothing but static.

"You're not the only one, luv..." said Betsy as she rubbed both her temples in an effort to contact the Professor via telepathy, "I'm not getting a psychic signal either. Something's in blocking me out."

"That means we're close..." said Jean, who knew just as well as the rest of her comrades that this was going to happen, "Shadow Cell HQ has a powerful dampening field that keeps any and all psychics out while allowing only specially coded signals to pass."

"Well when in the bloody hell were you going to tell us?!" exclaimed a very frustrated Betsy.

"It's a super secret base...I assumed it would be common sense," quipped Jean, which didn't do much to placate the purple haired mutant's frustration.

"Either way, at least we're close..." said Warren, not wanting any further animosity to break out between the two teams, "Now it's just a matter of getting by the cloaking field."

"Bad idea bird boy..." said Scott as he abruptly got up from his seat and made his way into the cockpit, "This plane will be scrap metal before you even get close."

Then, without another word, the young mutant soldier grabbed Warren and yanked him out of the pilot's seat with the help of a little energy burst.

"Hey?! What the..." he began as he quickly tried to fight back, only to be restrained by Jean's telekinesis while Scott took control of the aircraft, "Hey! Let me go!"

"You bloody nutters!" said Betsy as she too got up from her seat, which had been right next to Warren, "What the hell are you doing?!"

"Keeping us all alive..." said Scott kicked in the afterburner and began to descend rapidly, "Just hold onto your asses...This is gonna be a bumpy ride."

"Oh shit..." said Warren as he found himself forced into Scott's previous seat as the others hung on, not knowing what to expect.

Then, as Scott skillfully leveled off the aircraft at a dangerously low 500 feet, a heavy round of turbulence hit the plane. But this didn't seem to affect him all that much, for he actually increased the throttle as he kept one eye on the map and another eye on the darkened area outside, following what little features stood out as they neared the heavily defended base which technically didn't exist.

"Dude! Vhat are you doing?" exclaimed Kurt, suddenly feeling as though his dinner was about to make a comeback, "Are you nuts?!"

"Just shut up and hold on!" shot Scott in response, "I know what I'm doing..."

"Oh man...Why did I have to have seconds tonight..." groaned Bobby, who was also beginning to feel a bit nauseous.

Scott ignored their annoying groans as he zeroed in on the perimeter of the cloaking field. But before he got within 50 miles of it...Several alarms began to go off within the jet. Scott continued his current course, but that didn't stop the others from growing ever more anxious about whatever it was he was doing.

"Betsy! What's goin' on?!" yelled Logan over the noise.

"I'm getting at least a dozen hard locks from surface to air missiles!" she said, trying to zero in on where each one of the lethal projectiles were coming from.

"A dozen?!" exclaimed Logan, "Are you sure?!"

"I can count Wolverine!" she shot as Scott began doing a few death defying maneuvers to avoid the incoming missiles, "Or aren't the bloody alarms loud enough for you?!"

"The both of you just shut up!" yelled Scott, who was trying to concentrate on the difficult task at hand, "I anticipated this! It's part of Shadow Cell's defense measures!"

"Wonderful...So how do we get around it?" said Warren as the plane was rocked by another round of turbulence.

"Simple...Just...Gotta...Improvise!" said Scott as he began flying even closer to the ground in order to better avoid the incoming missiles.

Having been trained to fly pretty much any aircraft of any kind, Scott knew all too well the difficulties of dodging guided missiles. He had trained for it on numerous occasions and even faced a few situations like this on a few missions in Russia and the Middle East. But these anti-aircraft systems were not shotty, Cold War era hardware...This was the best of the best...The kind of technology that was designed to wipe out anything and everything that flew. But they were still just missiles...And missiles could be avoided if it was just done in the right way.

"Shit! I just picked up four more!" said Betsy as she kept her eyes on the scanner, "Are you bloody trying to get them to fire at us?!"

"Actually...Yeah," answered Scott as he continued to maneuver the plane at low altitudes, feeling somewhat surprised at the ease of maneuverability with this plane, which seemed to be on par with an F-32 or a SU-47.

"WHAT?!" exclaimed Logan.

"Just trust me..." said Scott, "I know what I'm doing..."

"Yeah, you're obviously tryin' to get us all killed!" yelled Remy, holding on tight for the increasingly heavy shaking.

"Just...Hold on," said Scott in a tone that seemed remarkably calm for a moment like this, "This plane is heavy on stealth, so logically the only missiles that could affectively follow it are heat seekers...And that's exactly what I'm going to use against them."

It wasn't clear just what he meant by that, but nobody had the will, not to mention the capability, to question it. Everybody just held on as Scott continued to perform complex maneuvers that seemed nothing short of suicidal to some. But the young man who was the proud son of a pilot, he remained confident in his skills as he continued steadily kept the jet on course with the base.

"Get ready...Almost there," said Scott as he saw a few familiar parts of the landmass, indicating that they were at or near the cloaking perimeter.

The missiles continued to zero in on the high tech aircraft, but because Scott kept the altitude so low, they were forced to do a standard arc and dive maneuver in order to follow the heat signature of the aircraft. This was something Scott had anticipated and it was a maneuver that he planned to use against them as he began skimming along the boundaries of the cloaking field in preparation for a maneuver that would either kill them all or leave them open to the base.

After a few tense moments, the missiles were now within a mere 50 of the plane...Showing no signs of deviation from their principle target. They were getting closer and closer even though the plane was almost at full throttle...But Scott was ready for this...It was only a matter of timing.

"That's it...That's it," he said, maintaining his full unabated focus on these next crucial moments, "Almost...There."

Finally, he saw his narrow window and finally made his move.

"HOLD ON!" he told everybody.

There was barely enough time to process those words as Scott pulled back hard on the flight controls, causing the whole plane to abruptly fly up at a steep angle. The G-forces that resulted from this nearly caused a few of the others to lose their lunch...But it wasn't over yet.

As Scott had suspected each and every missile that had been fired at them was now fully locked on them and flying in a tight pattern. And with no more strays, he could finally exploit each missile's greatest weakness...Even if it did involve actions that some probably would have labeled as foolhardy.

"Here we go..." said Scott as he then began punching in a few commands.

"Hey! What in the bloody hell are you doing?!" exclaimed Betsy.

"What do you think?" he said, not faltering in the slightest, "Those missiles are all heat seekers...And if they can't seek if there's no heat."

"Ugh, I just had to ask..." groaned Betsy as she strapped in and prepared for what was sure to be a turbulent descent.

Finally, the engines went cold and the entire plane went silent as everybody held their breath. There was now no more thrust, and therefore...No more heat signature for the missiles to follow. And as Scott had predicted, as soon as the engines went cold the missiles simply passed harmlessly by them...Continuing their ascent while they began a rocky descent.

"Well...Ya got rid of the missiles, Cyke...But there's just one little problem," made Wolverine as gravity began to do it's thing.

"I know..." said Scott, "And don't worry...We're in good hands. Jean...Wanda...You got it?"

"Just hold on, Scott..." said Jean as she closed her eyes and focused her telekinetic powers on slowing their descent, "In a few moments we'll know..."

"You guys are crazy! You know that?!" exclaimed Bobby, now gripping his seat as if it were the meaning of life.

"Just shut up! And let us concentrate!" shot Wanda as she too began to focus her hexing powers to supplement Jean's telekinesis.

Both teams held on tight as Jean and Wanda began to grunt with determination as they pushed their powers to the max in order to keep the heavy, high tech X-jet from falling to the ground like a hailstone. Each moment grew increasingly tense as the ground drew nearer and nearer, but thankfully...Jean and Wanda's powers managed to slow it down. However...As strong as their powers were, they couldn't slow it down fast enough. There just wasn't enough space between the plane and the ground. They continued to push themselves harder...But time was quickly running out.

"Come on Jean...Come on Wanda...You can do it!" encouraged Scott.

"Yeah, just a little bit longer...You've got it!" said Vincent, lending his support as well.

However, X23 seemed to be a bit more realistic as she looked out the window.

"Oh shit...We're still falling too fast!" she said.

"Then we'll just need some added assistance..." said Storm as her eyes turned white and she summoned her weather control powers to aid them in their time of need.

Then suddenly, below the craft a powerful tornado erupted beneath it...Providing a powerful cushion of air to aid in the plane's descent. This also helped steady the aircraft and provided the extra support Jean and Wanda needed to slow them down to a comfortable rate...And not a moment too soon.

While they were still working to slow the descent, the ground finally caught up with them. Even with the aid of Storm, Jean, and Wanda, it was a rough and bumpy landing...But it was a landing they could all walk away from and the X-jet remained intact through the whole ordeal.

As the momentum of the high tech jet hit the ground, the sound of several trees snapping under the force filled once silent night air. A large amount of Earth and dust was kicked up as the friction of the plane and the ground below quickly slowed them to a complete stop. It was a bumpy ride to say the least...But at least everybody to breathe a sigh of relief.

"There...Now that wasn't so bad now, was it?" said Scott as unstrapped his harness.

The rest of the X-men looked at him as if he had just grown a second head, but he didn't seem phased by it and neither did his comrades. They all needed little, if any, recover time. Even though Jean and Wanda had pushed their powers so hard and were still contending with the throbbing headache that often was a result of such action, they still sucked it up like any tough soldier would as they quickly got up from their seats and began filing out of the jet...Ready to face their next challenge.

"You guys coming or what?" said Vincent, who was the last to jump out as the dazed X-men finally began to collect their thoughts.

It was a heart stopping couple of moments for all of them. While they had been in death defying situations before, they never had to contend with a factor like Shadow Cell. They didn't know if they were brave or crazy...But after what they had just so willingly done, it was logical to assume it was probably a combination of the two.

Nevertheless, they were all intact and so was the jet. It was a rather rocky beginning to an already daunting mission...But there was no turning back now. There were still a couple of madmen they had to stop and they still had a friend in great need. For some, it was quicker than others...But pretty soon, the rest of the X-men began to file out.

"Come on! What are you waiting for!" said Mystique, who was the first to get up, "Let's go get my daughter!"

"Ugh...I can't believe I'm saying this, but...You're right Mystique," grumbled Warren, still not feeling completely comfortable with her fighting alongside them, "Come on team...Let's go."

"Right behind you, mien friend!" said Kurt, following his mother closely, finally beginning to accept the fact that she truly was concerned for Rogue even if the others were still skeptical.

"Oh boy..." said Bobby as he had to help Jubilee up out of her seat in order to regain her balance, "Rogue owes us BIG TIME for this."

"Quit yer bellyachin' Iceman!" grunted Logan as they all began making their way through the door, "Ya can worry about that afterwards. But for now...Stay focused."

Taking his advice to heart, everybody gathered alongside Shadow Cell as they new stood at the perimeter of the cloaking field. From the naked eye, all they could see was vast and darkened land. It looked as though there was little more than trees and empty fields...But to the five mutant soldiers of Shadow Cell, this deception did not dissuade them in the slightest. They knew what was behind that cloak...They knew the kind of powers they were up against. And there was little doubt in their minds that this would be their most daunting mission yet.

"So where's dis super secret base y'all says it here in de middle o' nowhere?" asked Gambit as they all stuck close to the five soldiers, who knew the area much better than they did.

"Just give me a minute..." said Wanda as she once again raised her hand and summoned her hexing powers.

Then, out of the darkness, several unseen devices began to spark and malfunction...Causing the very image before them to become wavy and distorted, as if looking through the ripples of a pond. Some took a step back, maintaining a defensive posture...But as soon as Wanda was done getting the regional cloaking devices out of the way...The full image of what they were facing was finally there for them to see.

"Mien Gott..." gasped Kurt as he looked at the image forming before their very eyes.

"THIS is Shadow Cell's base?!" exclaimed Mystique.

The facility that was once a top secret military base during the Cold War was truly an imposing sight. All the high tech equipment and elaborate layout made the whole structure look like something out of Sci Fi. There were rows upon rows of strange looking tanks and vehicles, many of which were highly classified weapons meant only for the world of black programs. And there was also the imposing image of a large airstrip that looked big enough to land jumbo jets. Add to that, they also got a look at a few of Shadow Cell's aircraft...Which looked more liked UFOs rather than planes.

It looked like a fortress more than a base...Containing enough firepower and hardware to invade a good sized country. And THIS is what they would have to go through in order to find the truth. This is what they were up against now whether they liked it or not.

"Man...Somethin' tells me it's gonna be a LONG night," said Gambit as he and the others took in the sight of the base they would have to infiltrate in order to find their friend.

"Did you really think this was going to be easy?" made Scott as he stood firm with his comrades at the sight of the only place they could call home in this crazy mixed up world, "This is the battlefield...This is the world we must overcome in order to come out victorious."

"It's no different than any other battlefield when you think about it," added Vincent, "Only difference is we're facing bigger guns, bigger weapons, and more dangerous foes."

"But there's still more at stake here than just survival..." said X23, "The Colonel and Dr. Essex betrayed us...And now all we can do is fight back."

"And fighting back is what soldiers do best..." said Wanda as the sense of raw determination consumed her and her comrades as they were now ready to face their greatest challenge to date, "And if it means we fight to our last breath...So be it."

The time was finally upon them...The moment of truth was once again at hand. The stakes couldn't be higher and the challenges couldn't be greater. But as soldiers...They would not back down...They would fight with every fiber of their being. No matter what the challenge or who the foe...They would fight for their duty...For their honor...And most of all...For each other.

However, before they began, they instinctively gathered in a circle, standing firm as the strong unit they were and taking in this moment.

"Shadow Cell..." said Scott, his tone becoming somewhat more human than soldier, "We have our mission...And it is by far the most daunting we've ever faced. But should we fall in the field of battle...I want you all to know that it has been a privilege fighting with you. And like every challenge we've faced to date...This is still, but another mission. And whether or not this is our last shouldn't matter...Because we are...And always will be...Shadow Cell."

With an affirmative nod, each one of the five mutant soldiers then placed their hands together in the center...Holding onto one another for the strength, guidance, and camaraderie that had so often given them strength. It was a strange sight to the X-men...For it showed them that they were more than just a unit...They were a family. And even in this darkest of hours...They kept with the traditions that would always bind them no matter what the outcome of this battle may bring. And with one final grasp of their kinship and brotherhood...The five mutant soldiers said the words that had always carried them into battle together...Signaling the beginning of their most daunting mission to date.



Unknown to either team, Dr. Essex was well aware of their presence at the base. He was still sequestered in his lab...Looking over his now fully completed machine. Everything was in place...Every last component was ready. Decades of blood, sweat, and tears were finally about to come together. It was sure to be a hell of a battle...But to Dr. Essex, the victory was already his.

His pawns were all playing their parts perfectly. Everything he had scripted was working flawlessly. He was the puppet master...And everybody else were but mere tools of his dream. They could never even begin to fathom the magnitude of his goals...They're simple minds could never hope to appreciate what he was trying to do for the good of the world. His time would finally come...His moment was finally at hand. It was all simply a matter of letting everything fall into place.

"Yes...That's it my children," he mused as he monitored all base activities from his laptop, "Return home...Return to find your precious answers. It is all part of your purpose. At long last...The destiny of all life on Earth shall finally manifest on this most glorious of nights. The time for the final evolution is finally at hand! My dream...My glorious dream...Is finally becoming reality! And all those who oppose it shall be in for a very sinister future."


AN: The final battle has officially begun! And oh is it going to be a hell of a ride! I hope you all are strapped in for this one because it's going to be big! Everything is finally coming together in this twilight hour of looming destruction. The stakes couldn't be higher and the dangers couldn't be greater! The X-men, the Brotherhood, and Shadow Cell are now all coming to ahead in a battle of epic proportions! Stay tuned to see how it all pans out because you won't want to miss it! In the meantime I beg you all...REVIEW! Send them to me via email or post them on the fanfiction website! Thank you all very much for reading thus far and I wish you all the best!

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