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


by slickboy444 0 reviews

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

Category: X-Men: Evolution - Rating: PG-13 - Genres: Action/Adventure, Drama, Romance, Sci-fi - Characters: Avalanche, Berzerker, Blob, Boom Boom, Cannonball, Colossus, Cyclops, Gambit, Iceman, Jean, Magma, Magneto, Mr. Sinister, Multiple, Mystique, Nightcrawler, Professor Xavier, Quicksilver, Rogue, Scarlet Witch, Shadowcat, Storm, Sunspot, Toad - Warnings: [?] [V] [X] - Published: 2006-12-23 - Updated: 2006-12-24 - 9110 words

Sinister Soldiers
Chapter 54: Initiation


After a few more days of rest, the regulars were finally ready to get back into their normal routine. That meant things like school, training, and danger room sessions were once again going to dominate their lives. Even with the Shadow Cell incident behind them, that didn't mean that the world was any less hostile than it was before. And as much as they would have liked to continue their downtime, their duties as X-men eventually caught up with them.

For the five mutant soldiers of Shadow Cell, however, things didn't get any better with the regulars up and about. Everybody still cast them suspicious glances, looked strangely upon their unusual habits of sleeping only three hours a night, and found their overall presence to be very unsettling given what they had seen from them in the fight against Sinister and GURSO.

On top of that, they were still adjusting. Finding their place at the Xavier Institute was far from easy, but they did manage to occupy themselves with some tasks. Things like training, reading, and tuning up the many X-vehicles at the mansion were among their most common activities. Nevertheless, they remained reclusive and kept their distance.

Mystique also had a fair amount of trouble adjusting as well, but in her case, it was not necessarily as bad as Shadow Cell's predicament. She still had her kids and spending time with them was all that really mattered in her mind. The rest of the X-men still looked at her with a great deal of suspicion, but she didn't care. They could hate her all they wanted, but she was NOT leaving this time. She owed as much to her children and she was not about to let them down. She still harbored a deep grudge against Shadow Cell, but she managed to keep that under wraps while she focused mainly on Kurt and Rogue. But she had to admit that in some ways...It was nice not being the only one garnering suspicious glares.

Shadow Cell and Mystique still had plenty of problems to work thought...But problems aside, their new lives were definitely a step up from their old ones. Sure, there was still plenty of conflict...But they were becoming increasingly used to the odds and ends of the Xavier Institute. And now that things with the X-men were beginning to return to some sense of normalcy...That left them open to take care of a few other matters that would hopefully help solidify their place among the team.


Scott, Jean, Vincent, Wanda, and X23 were making their way down the corridors of the lower levels to the danger room for their first scheduled team session. The Professor had been adamant about getting them involved with everyday duties at the institute, but it wasn't exactly something they worried about. After all, they had endured sessions way more rigorous than anything this man could muster.

They had been allowed to use their guns again for the session, for the Professor seemed interested in gauging their level of skill in their most optimized state. Even though they had wanted to distance themselves from the life of Shadow Cell, they still saw their guns as such a major part of their being and not having them was just too awkward for them. They were still soldiers and a soldier without a gun might as well have been bear ass naked in their minds.

They also were issued standard X-men uniforms, but right off the bat, the five mutant soldiers hated them, thinking they were overly bawdy, inefficient, and ill-made for combat. So naturally, they made a few adjustments, customizing each one of their respective uniforms into a slight variation of their old Shadow Cell gear. They kept with their color scheme, but also reworked the overall aesthetics. Scott and Vincent cut off the sleeves so their arms could move more freely without stretching the fabric and the girls had cut of some areas of the mid section to allow for greater flexibility. In addition, they also stuck on a few holsters for their guns and an attachment for their knives. By the time they were done, they looked like a cross between an X-man and a Shadow Cell soldier.

"These new uniforms will definitely take some getting used to...But they'll do," said Scott, flexing his arms a bit as he and his comrades made their way towards the secure entrance to the danger room.

"Yeah, at least their better than the shitty gear they gave us earlier," said Wanda, who was doing a last minute check of her guns, "I swear, I don't know how these people can go out in public in those things. They might as well be wearing billboards saying 'Hey! Over here! Shoot me!'"

"Shows just how little combat experience they really have," said X23, cracking her neck a bit as she so often did before a fight.

"Well keep in mind, they think of themselves as peacekeepers and not soldiers," reminded Vincent as he wrapped his bandana around his forehead.

"Peacekeepers still go into war zones last I checked, Vince," said Jean, "And regardless of your intention, there's really no distinction on the battlefield. It's kill or be killed...Fight or be subdued."

"Such is the price of living in a world of both war and peace," added Scott, remembering that little quote from the General.

"Well said my friend," said Vincent with a slight grin, "I just hope that we adapt to this strange layout. It certainly isn't like Shadow Cell."

"Yeah, that's for sure," said Wanda in agreement, "Everybody still looks at us as if we're aliens or something."

"That's just because they find some of our little rituals a little stranger," reasoned Jean, "And honestly, I don't get why they think waking up at four in the morning to train is so weird. Hell, we used to get up earlier than that."

"I don't know, Jean. Some of these people are just weird I guess," shrugged X23.

"That...Or maybe we're just extremely messed up for having lived in a world where every part of our lives was regulated for the sake of turning us into soldiers and killers," said Scott, trying to see things from a different perspective as the Professor so often encouraged.

"Yeah...That's definitely a possibility as well," said Vincent with a sigh.

The group of young soldiers made the final turn down past the main training wing leading up to the entrance to the danger room, but along the way they passed a rather unexpected face. And as was often the case since their arrival, they were met with a distasteful scowl...Only this time it was for a very different reason.

"You?! Why the hell are you down here?" said Mystique with a scowl.

"Nice to see you too Ms Darkholme," said Vincent, rolling his eyes as such from her reaction to their presence, which he and the others had grown somewhat accustomed to at this point.

"Don't patronize me!" she spat in response, "I get that enough from everybody else here and I don't need it from you!"

"Oh, so you don't think they hate us as well?" quipped Jean, "If I recall, you're not the only one here under suspicion."

"Yeah, at least you have your kids," added Scott.

"That's besides the point!" said the shape shifter in response, her tone not changing from her distasteful manner, "This has nothing to do with the others or how they see you. This has more to do with me simply not feeling all that comfortable around you after what you did to me back with the Brotherhood!"

Jean let out a bit of a sigh at that, remembering how she had basically tortured and mind raped her to get the information regarding Magneto's location out of her. Looking back, she wasn't proud of that since it had all been under the direct orders of Mr. Sinister and they had just been tools. But that didn't take away from the pain she caused her, which only served to give her a rather distasteful view towards them.

"Look...About that," began Jean.

"I know...I know," said Mystique, cutting her off before she could begin, "You were under strict orders. It was your job to get the information out of me and all you did was comply with the orders you were given. Trust me I've been in the game long enough to know how it works."

"And even with that in mind, you still don't like us," stated Wanda, growing increasingly annoyed by this woman's tone.

"Of course I don't like you! You think I enjoyed being tortured?!" she shot them, the sting of the injuries they had caused still festering on some level even though they had long since healed.

"Well if it makes you feel better, I'm sorry I did that to you," said Jean, thinking this lady was just getting too hysterical, "Look...I never usually apologize for what I do. I'm given an order and I see it through. But we were used this time. We were just pawns in Sinister's game. He used us in the same way he used your daughter. But we helped save her, didn't we?"

Mystique was silenced by that for a moment. She maintained her bitter demeanor, but she managed to ease her aura of hostility for the time being. Even though she wasn't too fond of Shadow Cell for what they did to her, she couldn't deny that they had saved Rogue and they had trusted her even when the X-men hadn't. They were probably the only other residents at the institute she could possibly relate to. They were soldiers and she was a former mercenary. In some respects, they should have been friends or even allies, but that little detail of what they did to her on their first encounter was just a little hard to get over.

"Look...I know I owe you. Don't think for a second that I'm not aware of that," said Mystique in a more serious tone, "But just because you trusted me and helped me save my daughter doesn't mean I can forget about all the pain you caused me!"

"I'm not saying I would expect you to," said Jean in her defense, "I'm just saying that I regret what I did because I know now that I was just helping Sinister and you were caught in the crosshairs. You're a soldier too Mystique. And from one soldier to another, can you at least trust me on my honor that I mean it when I apologize?"

It was an unexpected ploy, for as much as Mystique still resented them there was still that underlying link between them as being dedicated soldiers. Sure, she had been a mere mercenary, but she had been trained to think like a soldier and that was something she knew these five understood probably better than anybody else she knew. That didn't excuse them from their actions, but it did help make them a little more understandable in her mind.

"Mystique..." said Scott, seeking to help the situation.

"Please...Don't say another word," she said as she abruptly began to make her leave, "I'd rather not continue this discussion."

The five mutant soldiers didn't say anything else to the shape shifter. Even though she had by no means forgiven their actions, they did respect her wishes. Maybe time would help mend the rift of what they had done to her, but then again Mystique was definitely one to hold a grudge.

Despite this, she did have a sense of personal honor. And like Shadow Cell, it was something she took very seriously even during times of great bitterness.

"Oh...And one more thing," she said, turning back to face them before she made her leave, "Thank you...For helping to save my daughter."

It was a rather unusual way to end such a tense situation...One that left the five young soldiers in a rare state of shock. But it was something that they could understand. After all, this lady had shown herself to be an enigma. Yet she had also proven herself to be one tough soldier. And for the five mutants of Shadow Cell, that said more than enough to them about her character than any bitter words ever could have.

"Damn...I don't know whether I should be confused or thankful," said Jean, still feeling a twinge of guilt over what she did to that woman.

"Knowing her...Anything's possible," said Scott, casting Jean a reassuring glance.

"Yeah, just give her a little time. She probably understands our situation better than anybody else. And regardless of the grudge I know she's going to hold against us for some time, I can see her coming around in the long run," said Vincent with confidence.

"I hope you're right guys..." said Jean with a sigh, "Because we sure as hell don't need any more enemies."

"No argument here," said Wanda with a slight chuckle, "But enemies aside, let's not worry about that for the time being. If memory serves me right, we still have a session to go to."

"Right, so what do you say we show the X-men what Shadow Cell is made of," said Scott in a determined tone as he led them down the final stretch of corridors.


Up in the control room overlooking the danger room, Professor Xavier stood with the team of regulars that made up his beloved X-men. This included Wolverine, Storm, Angel, Psylocke, Nightcrawler, Shadowcat, Gambit, and Rogue. Beast was also there, but he never really considered himself an all out member since he was more focused on teaching and technical expertise rather than field ops. Iceman and Jubilee were also there since they had proven themselves to be quite effective in terms of skill since their arrival and were being allowed to take part in qualifying sessions that would hopefully give them the skills to join the team of regulars.

It was the first time they had all been suited up and ready for training since the fight against Shadow Cell. Rest time was now officially over and it was time for them to get back to business.

"So why did you call us all up here, Professor? I thought you said you wanted us to get back into a training schedule again," said Warren as he and the rest of the team lofted about the area, preparing for their next set of orders.

"Indeed I do, my boy. But before we get around to that, there is one matter I wish to take care of beforehand and I felt that you should all be present for it," said the Professor as he punched in a few commands on the control console.

"And what might dat be?" asked Gambit as he casually shuffled a deck of cards while he and the others were waiting.

"See for yourself, Gumbo..." grunted Logan as he shifted his attention to the area below.

As the X-men crowded around the glass windows looking down upon the high tech training area known as the danger room, there were a few mixed reactions as to the revelation for their presence on the observation deck. Seeing the five mutant soldiers of Shadow Cell in X-men uniforms was not necessarily a welcome sight.

"Professor...You're not serious about letting those crazy blokes join our ranks, are you?" asked Betsy, not liking the idea of fighting alongside a bunch of gun toting killers.

"Of course I'm serious, Betsy. But rest assured, it is a consideration I am not taking lightly," he told her as he continued to boot up the special program he had prepared just for this session.

"Uh...No offense, Professor, but I can't say I'd be all that comfortable being on the same team as those guys," said Bobby somewhat wearily, "You saw what they were capable of back at the base. They're real hardened killers for crying out loud!"

"No...They ain't just killers, popsicle," quipped Logan in response, "They're soldiers...Plain and simple. What's so hard to understand about that?"

"Well...Nothing, but I'm just saying that if this is a team of peacekeepers, then is it really a good idea to let a bunch of soldiers who aren't afraid to kill on the team?"

"You're concerns are valid, Bobby," said the Professor as he turned to face the rest of his students, "All of your concerns are valid. Yes, Shadow Cell it a bit of a conflict to say the least. They are still adjusting to life here at the institute and they are still very much the soldiers they were trained to be. And regardless of their commitment to the team, I understand that such skills cannot be untaught. So in this case, we must simply make the best of their abilities and see if they can't help us in our fight."

"But how is using trained killers going to help?" said Kurt, who seemed to share Bobby's views about letting these guys on the team.

"That's exactly what this exercise is to find out," replied Xavier as he turned towards Hank, who had been making some last minute adjustments on the computer AI, "Are we ready to go Hank?"

"Just one more quick adjustment and...There!" said Hank triumphantly, "Okay Charles, the program is primed for activation."

"Good...Then let us begin."

Down in the spacious area of the danger room, the five mutant soldiers were making a few last minute preparations for their approaching session. For the most part, they kept with many of their Shadow Cell traditions of checking their guns, doing a few stretches, and using some of the breathing and meditation exercises that Magnum had taught them. While this may not have been the military, it was still very much the same training op that they were so used to doing day in and day out for many hours at a time. To them, the danger room was no different than VR training or field exercises so they weren't really too worried about what the Professor was going to throw at them.

"Man, Xavier must have some good connections if he can get technology like this for training his team," commented Jean as she and her comrades stood at the designated starting point.

"Yeah, but it still doesn't look quite as elaborate as the VR facilities back at Shadow Cell," said Wanda.

"Well that's just because the government has deeper pockets," reasoned Scott, putting his guns back in his holsters and flexing his arms in preparation for the exercise, "But discrepancies aside, it's still a standard training op so let's just do what we do best and kick ass."

"Sounds good to me!" said X23 with a feral grin as she did a few last minute gun slinging tricks to prepare herself for the fight.

Once again feeling poised for combat, Scott Summers, Jean Grey, Vincent Freeman, Wanda Maximoff, and X23 awaited their orders as the dutiful soldiers they were. They didn't know what to expect from Xavier, but given that he was no Colonel or Dr. Essex, they had plenty of reasons to be confident. But as always, they remembered that it still didn't give them a reason to be cocky.

"Good afternoon Shadow Cell," greeted the Professor over the intercom, "Thank you for joining us for this special session. I requested it because I simply wish to gauge your skill level in terms of capability, aptitude, and execution. And in order to do this, we will use a special program that Hank and I have designed."

"Special program, huh?" said Scott curiously as he and his comrades stood in their usual, respectful poise, "What exactly makes it so special, sir?"

"Not much, really...You see, after going over some of your performance from both your initial infiltration of the institute and the fight against Sinister, it was determined that a few adjustments would be needed in order to properly gauge your level of skill. And for that reason, we made a few tweaks to our advanced Legends program so that it will give us an accurate reading of your stats."

"Sounds simple enough," said Scott, not really caring all that much about stats and more about the plan itself, "So what's our objective with this run?"

As Xavier prepared to boot the program up, he chose from a list of objectives. Normally, he would have gone in incremental levels of difficulty, but after seeing what these soldiers were capable of, he felt as though a more challenging procedure would be appropriate in this instance.

"There will be three major objectives," he stated as he brought up a display on the computer, "First, you must make your way in separate packs through an advanced obstacles course with high level defenses set on lethal. Second, you must defeat a small contingent of guards without the use of your powers. And finally, you will have to take down several advanced sentinels."

"Doesn't sound too difficult," shrugged Wanda confidently, "It's just like the VR infiltration sims we ran back at Shadow Cell."

"Then I guess it's reasonable to assume that you don't need any further information on the safety systems?"

"Not really, Professor...Hell, our old programs didn't even have safety systems," said Vincent, cracking his knuckles in preparation for their first run as X-men.

That little tidbit surprised the Professor, but then again, given that Sinister and the people who ran Shadow Cell didn't exactly have the same ethics as he did when it came to training students, it shouldn't have been too great a shock. And given that they had operated without safety mechanisms before, it would be interesting to see how that would affect their stats and their level of execution.

"Very well then...Formalities aside, I think we're ready to begin."

"Just say the word Professor and we'll do our jobs," said X23, doing a few last minute gun slinging tricks before placing her firearms back in her holsters and stood ready as ever for the program to begin.

"Fair enough..." said the Professor, still finding it strange dealing with soldiers rather than students, "The program will load in T-minus one minute. Good luck Shadow Cell."

The loudspeakers went silent after that and Shadow Cell watched the digital display clock count down the seconds before the program began. And as the high tech components that laden the aptly named danger room began to hum with activity, the five mutant soldiers once again turned to one another for their usual ritualistic preparations.

"Okay guys...We've got a task and as always, we're going to see it through," said Scott, still remaining very much the strong leader of the unit, "This may not be Shadow Cell anymore, but we're still a unit. It's a new set of circumstances in a new world, so let's make it count. But differences aside, I think some things should always stay the same."

"Right you are, Scott...As much as I don't like being tied to the past, there are still some traditions I want to keep," said X23 with a wolfish grin as she placed her hand in the center along with the rest of their teammates.

"Believe me X...We all do," said Vincent.

Then, in a show of camaraderie that transcended acts of suffering, betrayal, and loss...The five mutant soldiers of Shadow Cell the ritualistic chant that still bound them on so many levels.


Such activities didn't go unnoticed in the observation deck among the X-men. It was a curious sight, for it showed that they truly did share a unique bond that went beyond anything they could understand.

"Man...We have GOT to get a cool chant like that," said Bobby, earning him a few strange glances.

"Quiet popsicle...The show's just about to begin," said Logan, who had a feeling that this was definitely going to be something to remember.

Back down in the vast arena of the high tech training room, Cyclops, Phoenix, Mayhem, X23, and the Scarlet Witch now stood poised to make their first run as X-men. They had completed the ritual that still bound them both in and out of battle and Shadow Cell or not, they intended to keep that for as long as they remained proud soldiers.

"Alright guys..." said Cyclops as he and his comrades gathered at the starting line, "Let's show this kiddies how real soldiers kick ass!"

"You read my mind, babe!" said Phoenix, casting her lover a slight grin as the final seconds approached.

The whole area suddenly became engulfed in a wavy haze as the scenario took shape. It was a sight that the five soldiers were all too familiar with and their objectives in mind, they soon fell into the highly focused state that so often carried them into the heat of battle.

"Program activation in 3...2...1."

"Alright team! Let's move!" yelled Scott as the buzzer sounded and the five mutant soldiers of Shadow Cell sprang into action.

The area around them resembled what could only be described in their minds as an urban combat scenario. It took place in a city that looked like New York, riddled with tall buildings and confined areas. Everything was bathed in an eerie twilight, making it seem as though it was taking place during the early evening hours. It didn't do much for visibility, but as their name implied, Shadow Cell was used to working in the shadows.

Their first task seemed simple enough...Navigate through a maze of crumbling buildings and avoid obstacles along the way. It was a tactic that they were all very familiar with and it didn't take long before their years of training and experience kicked in.

"Phoenix! Mayhem! You two take the high rode!" ordered Cyclops as they entered the maze of brick and stone, "Scarlet Witch, X23, and I will stay grounded! Stay split to spread the fire and stay in contact at all times!"

"Right! And remember, once we converge at the end, no powers!" reminded Mayhem as he and Phoenix took to the air and began flying over the crumbling structures while their comrades split up and took three separate routes on the ground below.

"Hey, one step at a time here, Mayhem," said Phoenix as they both watched several roof top based defense turrets take aim at them.

The area was soon echoing with the sound of flame throwers, laser turrets, and hidden mace barrages. But for each of the well trained soldiers, they managed to keep moving at a brisk pace. Cyclops easily managed to take down many of the laser turrets with a few well aimed optic blasts while he divided his attention between the flame throwers and the mace traps. However, with each trap that sprang up, he used his energy manipulation abilities to punch through them with a sudden burst of strength that turned the would be obstructions into scrap metal. He also kept his eye towards the rooftops where Phoenix and Mayhem were still flying, staying in sync with the leadership responsibilities that he took so seriously.

"Come on guys! Stay together and watch for the hidden traps! There seems to be more of them down the line!" he said as another mace trap tried to slow him down, only to be blown away with a supercharged punch.

"I see them Cyclops! Don't worry, they're already scrap!" said the Scarlet Witch as the sound of twisted metal echoed through the narrow paths.

Over with the Scarlet Witch, the confined area ended up working to her advantage in many ways because her hexing powers shorted out many of the obstacles before they could even be activated. Only those that were concealed posed a real threat, but her swift reflexes allowed her to avoid them before they could slow her down. She dodged some and hexed others, not allowing them to hold her back in the slightest.

X23 seemed to be making equally strong progress as she let out animalistic grunts that the onlookers from the observation deck quickly associated with Logan. Her nimble form and acute senses gave her a speed advantage over some of her comrades as her super human agility made her too fast for any obstacle to affect. Along the way, she also used the adamantium claws in her hands and feet to tear through any machinery that got in her way. At one point, she even used the claws on her feet to crawl along the side of a wall after a trap door had opened. The soldier and the animal within her were now going at full force and anything that stood in her way ended up mangled beyond recognition.

"Dude!" said Kurt, his eyes widening with amazement, watching from the observation deck as X23 tear through several mace traps while using her gun slinging tricks to take out those that were mounted up along the sides of the walls.

"Looks like you got some competition in the feral department, Logan," commented Jubilee.

Logan just smiled at that for some reason...Not knowing why, but just something about seeing a girl that shared his blood kick ass had a way of making him grin.

Back in the heat of battle, the five mutant soldiers had nearly cleared the first section. Mayhem and Phoenix continued to cover the roofs while guiding their comrades through the maze-like alleys below. There were also defenses on the roof, but they were nothing that the two well trained soldiers couldn't handle.

"Phoenix! Watch your back!" yelled Mayhem as he saw a concealed turret come up through the roof of one of the buildings.

"I see it!" said the young psychic, making quick work of the device with a little telekinetic force.

Mayhem continued to use his super speed to take care of the heavier defenses that remained fixed, making sure that they didn't slow them down or affect his comrades below. Phoenix continued to take care of the smaller, stealthier defenses with her telekinesis and pyrokinesis. She also made sure that she kept a psychic channel open for emergencies and to guide her friends down below of where they were heading so they didn't get stock at a dead end.

"Almost there..." said Cyclops from the center path as he fired off a few more optic blasts before energizing himself to punch through the final barrier that stood in his way, "Okay guys! We're just about out of phase one! Get ready to converge!"

In a show of strict and efficient synchronicity that had been built through years of training and combat experience, the five mutant soldiers of Shadow Cell linked up at the end of the first course flawlessly and seamlessly.

Phase one had been completed without any troubles, leaving the Professor and the rest of his team of mutants quite impressed to say the least. This was one of the most advanced level programs in the whole system and it wasn't doing much for them to say the least.

"Impressive..." commented Hank as he looked at the timer, seeing that they had completed the scenario with time to spare.

"Indeed..." said the Professor in agreement, "They certainly know how to use their powers and function as a team. But now things get interesting."

"Yeah, let's see how cocky those blokes are without being able to use their powers," said Betsy, who couldn't honestly say she would have minded watching Shadow Cell struggle after what they put the team through, but from the looks of it that wasn't going to happen.

Back down in the havoc of the danger room, the five mutant soldiers took out their knives and guns and stood in a standard CQC stance. They knew they couldn't use their powers here, but that didn't bother them in the slightest. After all, a good soldier never relied on a single means of carrying out a mission.

"Okay guys...Here they come!" said Cyclops as he watched what looked like Friends of Humanity guards form in what could only be described as a deserted city street with empty cars and darkened buildings.

"I count about 60," said Mayhem, his sharp mind quickly assessing the situation.

"60? Against five of us?" said Wanda, sounding more humored than surprised, "That's hardly fair. I mean there's only 60 of them."

The hologram soldiers, many of which were armed with what looked like AK-47s and Uzis, quickly surrounded them in a familiar flanking maneuver meant to box them in. But Shadow Cell had trained for scenarios like this when half of the X-men were still in elementary school, so they weren't worried.

"Alright guys! Let's give these pricks a little taste of CQC!" said Jean, firmly gripping her knife in one hand and her gun in the other.

With a contingent of heavily armed adversaries still on the move, the five mutant soldiers scrambled and let the chaos of combat take over. This time, they stayed together a little more so they could watch each others' backs, but they still had to keep their distance in order to divide and conquer. It was only a matter of balancing out each and every move their enemies made and countering them with unyielding force.

"Stay together team! Maintain standard alpha bravo form!" ordered Cyclops as he disarmed a couple guards and used them as human shield while he fired off several rounds at a couple of pesky distance fighters trying to take cover behind some of the cars.

The sound of gunfire quickly engulfed the area with shots from both sides. Normally, this wasn't the kind of program that Xavier would run, allowing the participants to use guns in a scenario...But given Shadow Cell's different level of training and skill, it was necessary to make adjustments. And so far, those adjustments seemed to be fitting them like a glove.

"Damn, what is with these guys?!" said Mayhem as he ducked below a couple of cars and fired a couple of shots at the feet of a few guards, sending them into a world of pain, "I swear, Congo militiamen were more organized than this!"

"They're just programs, Mayhem," said X23 as she threw a swift, three punch combo on one guard while back kicking another and finishing off a third with an uppercut, "It's not our fault Hank or the Professor don't know the ins and outs of military tactics!"

"Well that's something we'll have to talk to him about because this is pathetic!" said Phoenix over the hail of bullets as she capped two guards taking cover behind a car and knifed another that tried to sneak up on her.

One by one, the Friends of Humanity guards fell like hailstones from a maze of bullets, fists, and kicks...Each of which was delivered with flawless fluidity, the very manner in which Magnum had taught them. Even without their powers, their enemies didn't stand a chance. And with a few quick sweeps, mixed with some disarming maneuvers followed by a few quick blows to the head, the final opponent was subdued and the five mutant soldiers of Shadow Cell stood triumphant over the maze of bodies that now littered the streets.

"Merde...They didn't even break a sweat," said Gambit in amazement.

"I know...They, like, made it look easy," said Kitty, now feeling somewhat lucky that the only injury she got from these guys was a bump on the head.

"Don't hold them so high yet guys...There's still one more objective left," said Warren, trying to keep a more realistic attitude, even though he couldn't deny that what he had seen so far was quite impressive.

"Oh yeah, like we don't know how this is gonna end..." muttered Rogue.

On the now deserted streets of the program, the five mutant soldiers put away their guns and knives, knowing that they would do little against their next opponent. They weren't allowed much time to catch their breath, but with the adrenaline still running through their veins, they hardly noticed as the ground around them began to shake with the booming sound of titanic footsteps.

"Well, so much for parts one and two," said Cyclops as he heard the footsteps grow nearer, "Guess that leaves only one left..."

"Oh goody...A giant robot," said the Scarlet Witch, her words dripping with sarcasm, "Honestly, is subtlety dead in this world?"

"Meh, what are you gonna do?" shrugged Phoenix.

Then, from both ends of the street, two massive humanoid robots came into view. Each step they took sent a tremor through the ground and they lumbered about slowly and ominously like the unstoppable titans of destruction that they were designed to be.

"Mutant target identified," one of the said in a mechanical voice, "Objective...Terminate."

"Yeah, yeah...We know the drill," grunted X23 as she drew her claws in preparation.

It was almost sad in a sense that they had heard such words from their enemies over the years. It had practically lost all meaning to them and it was just a source of annoyance at this point. Whether it came from a terrorist, militiamen, or giant robot...It was all the same to them and frankly, it was just way too overdone.

There were a total of four sentinels in all. Like the Friends of Humanity soldiers, they attempted to box them in and cut off any route of escape. But that didn't work for the soldiers, so chances were it probably wouldn't work for them. And now that they could use their powers, it was only a matter of picking a target and turning it into scrap metal.

"Okay guys...I think you know what to do here. If it's a giant robot, destroy it!" said Cyclops, not bothering with advanced orders in this instance.

"Hey, works for me!" said Phoenix as she engulfed her body in flames and took to the air.

Mayhem soon followed as they took the sentinels on the south end while Cyclops, X23, and the Scarlet Witch took the sentinels on the north end. The slow, oversized humanoids were quick to process this as they swiftly readied their weapons systems and began firing their numerous assortment of lasers and explosives at their oncoming adversaries. However, thanks to Mayhem's super speed and Phoenix's telekinetic shielding, they didn't hit anything or even slow them down all that much.

The sentinels on the north end didn't fare much better as they struggled to hit the quick and nimble X23 with the blasters built into their hands. The other one attempted to hit the Scarlet Witch, but her hexing powers diverted the oncoming blasts before they could even touch her, further frustrating their ability to stop the oncoming soldiers.

With their fire effectively drawn, Cyclops was open to deliver a clear shot. And knowing that these high tech behemoths had high tech armor, he began to charge his body up in preparation for a single death blow.

"Alright you walking junkyard...Let's make this quick," said Cyclops, his entire body now glowing with ruby red energy.

With the Scarlet Witch and X23 covering him, he had all the time he needed to work up powerful blast. The two girls knew what he was doing and stayed on the defensive, the cohesive skills as a team that they had refined over the years once again coming into play. With a clear shot before him, Cyclops used his hands as mediums and focused, channeled, and concentrated the energy into a powerful beam shot through the air with the force of cosmic and solar energy to guide it. The sentinel was at least three stories tall, so it was nearly impossible to miss. But for the sake of efficiency, he aimed directly at the head of the humanoid robot...Because without a head, it was as useless as a third world air force.

With a deafening bang, Cyclops's blasts knocked the sentinels head clear off it's body and once it was gone, the whole thing fell like a house of cards in a mangled heap.

"Nice shot Cyclops!" said the Scarlet Witch, "That's one down and three to go! But this one's mine!"

Turning towards the sentinel that was still trying to hit X23, the Scarlet Witch charged up her hexing powers, causing her whole body to glow in a purplish haze. Several fixtures throughout the street cracked and shattered as a result, but such force would be necessary for something this big. Yet despite it's size, the sentinel was not immune to the power of chance and probability...And the Scarlet Witch was intent on making it aware of that.

"Hey X! Get ready! I'm going to disable this hunk of junk like cheap North Korean electronics!" she shouted as she let her emotions take hold and directed her powers towards the sentinel.

"Right!" she yelled as she dodged yet another blast that caused one of the cars to explode, "Just get this thing to stop shooting at me and I'll take care of the rest!"

With her hexing powers to guide her, the Scarlet Witch let out a determined grunt, using her raging emotions to engulf the giant monstrosity in a bluish purple glow, causing numerous sparks to fly and triggering large scale failures all throughout it's system. This made it incapable of shooting any more, leaving X23 free to finish the job.

"Now this is more like it!" she said as she hopped onto a car, her claws fully drawn and ready for the final blow, "Alright you oversized hunk of shit, time for a little operation...Shadow Cell style!"

Letting out a loud, feral grin that was on par with that of Wolverine, X23 leapt into the air and began clawing her way up the side of the robot humanoid. With the claws in her hands and feet to guide her, she tore through the heavy metal shell and further added to the sparks that were already flying. By the time she got to the top, she had latched onto the head, ready to deliver the final blow to the brain of the beast.

At this point, the sentinel was wildly sauntering about under the affects of the hexing power of the Scarlet Witch and it's systems already sounded like they were in shambles. And in the eyes of X23, that would make her job that much easier as she plunged her claws into the back of the head, gouging out the electronic brain and effectively causing the sentinel to fall to the ground with a whimper.

And in a show of almost majestic acrobatics, X23 did a few mid air flips to avoid being taken along for the ride, landing squarely on her feet next to Cyclops and the Scarlet Witch in triumph.

"Okay...Now THAT was pretty impressive," said Jubilee from the observation deck, her eyes widening at what she had just seen.

The rest of the X-men seemed to be in agreement as they watched with amazement at what Shadow Cell had just done. But impressed or not, it wasn't over yet. There were still two sentinels left...But from the looks of it, there wouldn't be for long.

Over with Phoenix and Mayhem, they stayed in the air for the most part, flying about the air in a standard evasive move that they knew by heart. And as Shadow Cell's only flyers, their experience was their greatest edge and for the slow, lumbering robot humanoids, they had little chance of hitting them.

"Damn, these things can't aim worth a shit!" said Phoenix as she flew around to the back of one of the sentinels, causing it to grow confused as it tried to follow her.

"No kidding! If they weren't robots, I'd almost feel sorry for them," said Mayhem with a confident grin, "Come on...Let's use that aim to our advantage!"

"You mean like a Siberian saber?" she asked cryptically.


"Sounds good to me!"

Using their knowledge of countless military tactics, Phoenix and Mayhem began to synchronize their maneuvers, flying in a more organized fashion as the continued to draw the fire of the oversized robot sentinels. They remained too slow and their moves were mechanical and predictable. And that's exactly what the young soldiers would use to take them down.

"Come on metal head...That's it," said Mayhem as he and Phoenix neared their positions.

Soon, both he and Phoenix were hovering side by side in a space right in between the two sentinels. They halted their evasive maneuvering, allowing simple robot stupidity to run it's course. And as they had predicted, the two oversized behemoths did exactly as they were programmed and attempted to fire at the both of them.

"NOW!" yelled Phoenix, just as they were about to unleash the power of their laser cannons.

With split second timing, the two young soldiers used their flight mastery to effectively dodge the deadly blast, causing the two sentinels to hit each other instead of them. The impact was almost immediate, sending a deafening bang all throughout the area as gaping wounds formed as a result of the impact.

It had gone exactly as Mayhem and Phoenix had predicted and now the two sentinels were stumbling in an effort to regain their balance...But the damage had been done and there was little fight left in them at this point.

"The bigger they are, the smarter they ain't," said Phoenix as she and Mayhem watched the lumbering behemoths stumble about.

"Guess that means they must have been built for firepower and not brains," commented Mayhem, "Too bad firepower only goes so far in the heat of battle."

"Tell that to the guy who made these things..." muttered Phoenix, "Now come on...Let's finish them off!"

"You read my mind, Phoenix!"

"Bad pun, Mayhem."

"Yeah, yeah...I know. I guess that happens when I get disappointed over a challenge that I thought was going to be hard."

With his super speed, strength, and agility, Mayhem tore into the metallic menace like a hot knife through butter. Using the gaping wound as an entry point, the powerful young mutant flew up through the elaborate components of the sentinel, plowing through it with ease and emerging right up through the head as the now mangled robot fell to the ground in a crumpled heap.

"Some mutant killing machines," commented Phoenix as she got into position just above the sentinel's head, "They should know better than to play with fire!"

Then, in a show of raw telekinetic and pyrokinetic force, Phoenix delivered the final death blow to the sentinel, effectively ripping it's head off and knocking it over like a set of bowling pins. It fell unceremoniously to the ground, effectively completing the final task of the scenario.

Once the last sentinel was a smoldering heap, the five mutant soldiers converged in a triumphant stance as the scene before them began to fade away. Neither of them looked too shaken or exhausted from the ordeal, for they had been doing this kind of thing for years now and this was no different. It had been a challenge, but it was one that they managed to effectively work, the skill and prowess that they had gained over their many years as soldiers once again guiding them to victory.

"I guess that's that," said Cyclops as he and the others looked back up at the observation deck and waited for the verdict.

As their stats were compiled, the rest of the X-men looked back down at them with a mixture of astonishment and dread...For this had been one of the most advanced programs in the system and they just tore it apart. They knew they had skills. The bumps and bruises they sustained in their first encounter could attest to that. But now that they had stats to back them up, their true level of skill was finally clear for them to see.

"Dude..." said Kurt, finally breaking the awkward silence that had formed as a result of the scenario.

"Took the words right out of my mouth, Kurt," said Warren, "Even I'll admit that was pretty impressive."

"Yeah, we couldn't even finish that scenario last time!" said Betsy, not sounding too thrilled by the fact that they had pretty much been upstaged by these newbies.

"And they, like, totally breezed through it!" added Kitty.

"Yes...They do have a great deal of skill," said the Professor as he compiled the results, "But now I think we finally have an insight as to just how skilled they truly are."

Then, as their stats came up for all of them to see, the X-men were once again hit with a mixture of shock and dread, for Shadow Cell just set so many new standards that it wasn't funny.

"Merde...Gambit feels like we just got knocked back down to de minor leagues," muttered Remy.

"More like pee-wee, sugah," said Rogue in agreement.

Back down on the floor, Shadow Cell was still waiting for the results. Usually, this was the point where they would get another lecture from one of their drill sergeants about how it was good, but not perfect. They were never really praised for their efforts, just lectured because they always strived to make them better. And after dealing with such feedback over the years, they weren't necessarily expecting too much to say the least.

"So what's the word, sir?" asked Cyclops as he and his comrades awaited their next set of orders as the dutiful soldiers they were.

"Very well done, Shadow Cell. Your stats are quite impressive," said the Professor, still reeling somewhat from these unexpected readings.

The five mutant soldiers looked at each other, surprised by such words since they weren't used to such feedback from their superiors. And after being yelled at for so many years, they kind of got used to it and had come to expect it.

"So what's our next simulation?" he asked, expecting there to be more as was so often the case back at Shadow Cell.

The Professor stood quite impressed by what he saw. Not only did they show that they were capable of truly awesome force, but they were also willing to go even further. He suspected that their military mindset might be a factor in their training...But he had no idea that it could be like this.

"That's okay Shadow Cell. That should be enough for today," he said to them as he printed out the stats for future reference.

"Wait...That's it? There isn't any more?" asked X23, not seeing the logic in only having them run a single simulation when they had run practically dozens back at the base.

"Yes, that is all. Thank you Shadow Cell. You did an exemplary job. Dismissed," said the Professor, trying hard not to sound like an officer, but since that's what they were used to responding to, there was little way around it.

The five mutant soldiers hesitated for a moment, not expecting this to say the least. But if that's what their superior wanted, then they had no right to argue. He may not have been an officer, but he was their elder and as the good soldiers they were, they complied with his orders.

"Only one simulation and we're done?" commented the Scarlet Witch, "I know we're civilians now and all, but...Am I the only one who feels a little off by this?"

"Nope...Not by a long shot Scarlet Witch," said Phoenix as they all began to make their way back down the corridors, "I guess we're all still a bit stuck in our old training mindset."

"Yeah, it sure feels that way. I don't think one of our officers, except for the General, ever gave us a compliment in our training," said Mayhem.

"Yeah...Shows how messed up we are," muttered Cyclops.

"No kidding," said Mayhem in response, "This will definitely take some getting used to. But hey, look on the bright side...At least we won't be yelled nearly as much anymore."

Back up in the observation deck, the Professor and Hank compiled the rest of the data they needed and stored it in their systems for future reference. The rest of the team was still reeling, but as the overall shock began to wear off, they began to contemplate just how this new phenomenon would affect them.

"Man, did you see how they took down those guard?" said Jubilee, poorly mimicking some of their moves, "It was like something right out of my Kung Fu movie collection!"

"Ah guess it's easier to watch when we're not bearin' the blunt end of it," muttered Rogue in response.

"Indeed...Shadow Cell has great skill," said the Professor as he cut into their little discussion, "But now that we have seen what they can do, I feel as though the lot of us are going to have to adapt to it."

"Oh man, you don't mean..." began Kurt, but Logan quickly finished it for him.

"Extra trainin' bub...Plain and simple," he said, causing everybody to let out a collective groan, "Now that those guys are on the team, you're gonna have to work with them. And that means learning to match them on every level. So get your rest kiddies, because after what I just saw...You've got a LONG way to go to catch up."


AN: Looks like things aren't going to get much easier for a few of the X-men now that Shadow Cell has raised the bar! It just goes to show the kind of level that Shadow Cell is at from all the training they underwent. And naturally, there's still plenty of friction among them and also with Mystique. That will come into play a little later, but for now Shadow Cell still needs to find their place. They've got a lot to learn about being civilians and if you want to see how they go about it, stay tuned for further developments because there's still more to come! So what do you all think? Do you like this story so far? I know it's long, but I'd love to know your comments! Please send me your feedback via email or post it on the fanfiction website! I don't care which you do as long as you REVIEW! Thank you all very much for reading and I wish you all the best.

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