The mutants watched as their would-be attackers approached them. "Assimilate? What does that mean?" asked Bedlam.

Rogue rose up into the air. "Don't know, but Ah don't really wanna find out. Magma, hit 'em!"

Amara shifted into her lava form. "With pleasure." She raised her arms and with a flick of her wrists, a stream of molten rock flew up from the earth and struck their attackers. Within seconds, their charred remains littered the ground. Amara turned back to the rest of her team, a smug smile on her glowing face. "An easy enough task."

"Yeah, too easy," Rogue stated, a concerned look on her face. "Okay then, they obviously know we're heah, so we might as well get to it. Locus, can ya take us in?"

The blonde mutant shook her head. "Not without knowing where I was going. Best I can do is 'port us right outside of the walls."

Rogue nodded. "Then let's go." With a crackle of electricity, Locus opened up her portal and the team stepped through. As the portal closed, the pile of ashes on the ground began moving. Streaks of glowing energy appeared in it, and a figure slowly rose up from them.

"Targets approaching," it spoke. "Prepare to attack."

Vance stood up from where he was studying the structure of the building. "Can't find any sort of opening on it. It's almost as if it was just one big block of...of...whatever it is." He turned and faced his team-mates. "Maybe Jesse can try using his field to disrupt the flow of electricity and something will pop up."

Jesse shrugged his shoulders and walked up to the wall. "It's worth a shot." He placed his hands on the building and a hole opened up in the wall. He stepped back in surprise.

"Good job, Jesse!" Locus exclaimed, slapping him on the back.

"B-but I didn't do anything. It did that on its own."

"Alright then, folks, looks like someone wants us inside," Rogue stated. "Ah'm not too comfortable takin' them up on their offer, but looks like we don't have much of choice. So let's get a move on it." She flew into the building, her team following closely behind her. Maggott and Magma brought up the rear.

"Japheth," Amara whispered, "I am uneasy about this. Do you think this will turn out well for us?"

Maggott rubbed his forehead. "Ag, I don't know. Might, might not. Maybe it'll be nothing, hey?"

They caught up to the rest of the group, who were standing in a large empty room with several hallways leading out of it.

"Well, Ah guess the best thing to do would be to split up. We'll cover more ground that way. Bedlam and Scrambler, you two take the one on the right. Force, you, Maggott and Locus head left. Magma and I will head up the middle. And fer cryin' out loud, if you get into trouble, don't hesitate to call for back-up. We don't know what we're up against here and Ah don't want anyone tryin' to play hero. Understand?"

Locus snapped her legs together and saluted Rogue. "Yes, ma'am!" she said with a smirk.

Rogue smiled at her. "Wise ass." She turned her focus back to the rest of the group. "Remember, keep your comm-links open. Let's go, Amara." And with that the three teams split off.

Jesse sighed heavily. He and Il had been walking down the tunnel for almost ten minutes and had seen nothing yet. There were no doors, no windows, no signs of life anywhere. They were completely and wholly surrounded by nothing but the strange black and yellow walls. He ran a hand through his short braided hair. He felt like he was trapped in some sort of twisted maze, only there was no end to it.

There was a slight pressure building up in his head. He rubbed his eyes and cursed. His ability to create a bio-electric field from his body was useful at times, but the drawback was the interference it caused in his own brain's activity. He had been slowly going mad from the effect when the X-Men had found him on the streets. Luckily for him, Il was the person he chose to attack. When the Korean man had placed his hands on Jesse's head, the buzzing in his mind that had been a constant since puberty finally went away. He had fallen to his knees and wept, thanking Il profusely as he stood there bewildered. Now they were together constantly, Jesse refusing to leave Il's side for too long. He had no desire to go back to the madness that had gripped him before.

Il tapped Jesse on the shoulder. "You okay? The brain's not frying yet, is it?" he asked jovially, although his eyes were serious. Jesse smiled.

"It's cool for now, man. I don't wanna risk not having my powers at full-strength just in case we run into anything." He looked back down the tunnel. "Not that it's likely at this rate."

Il returned the smile. "No problem. Just let me know if it gets too bad. We can always hook up with one of the other teams."

"I wonder if they've found anything yet."

"I do not understand why Bishop will not just let me level Onslaught's fortress. Even he would not be powerful enough to survive the Earth's fury."

"Amara, Ah know how you lost your family because of Onslaught. And believe me, Ah know how much you'd like to take him out. But we've got to do this the right way. And that means sparing as many innocents as we can."

Magma frowned. "This is a war, is it not? Innocents die every day. Would it not be better to end it all right now, with some casualties, than to have it prolong any further and causing even more deaths?"

It was Rogue's turn to frown. If the truth were to be known, she felt much like Amara did at one point. All she could think of was killing Onslaught and his Prelates, causing them the same misery they had brought down upon others. But she had grown a lot since then, enough to know that even with all the X-Men fighting together, there was still a chance that they would be defeated and destroyed. And who would protect the world then?

"Amara, it's not that simple..." she began. Something was on the ground ahead of them in the tunnel, about thirty feet away. "What's that?"

Amara shifted into her lava form. "Wait here. I shall see what is it." Rogue began to protest but Amara had walked away already. She sighed, even though she knew the young woman would be fine. She was virtually invulnerable in her molten form. But Ah'm invulnerable now, too, she thought. Ah better go up with her.

"A man, Rogue. It is a man." Magma stood to the side of the tunnel, letting the light from her body reveal the curled-up person on the ground. "I think he is still alive, but I am not sure." Amara had some control over her body temperature in this form, but only enough that it wouldn't be unbearably hot around her. She dared not touch anyone while in her Magma form; at least, anyone that did nothing to incur her wrath.

Rogue knelt beside him and turned him on his back. He looked to be in his thirties. His long blond hair, Nordic features, and size would have given him the look of a Viking, if it hadn't been for the lab coat and glasses he was wearing. Rogue took a deep breath and concentrated on containing her power to drain a person's life with a touch. Sometimes she longed for the gloves she used to wear when she was younger. But Bishop had insisted that she learned to do this instead. He had told her that she was using the gloves as a crutch, and that she could learn to control her power, if she would only try. It took a long time, but she eventually learned how. It still took a lot of concentration, but at least she could touch people now, like a normal person. She placed two fingers to the man's neck, feeling for a pulse. It was there, but only slightly. She looked up at Amara. "He's alive, but barely. Get in touch with the rest of the team. We need to get him out of- Hey!" The man was sitting up now, his right hand clutching tightly to Rogue's arm. She pulled away with some difficulty, surprised at the amount of strength he had. Amara moved to Rogue's side, ready to attack.

The man coughed and moved his legs closer to his body. "I-I'm sorry, I didn't mean to startle you. It's just it's been so long since I've seen anyone normal. I thought you might have been a dream." He looked up at the two women, and his gaze focused on Magma. Fear crept over his face. "Y-you're mutants!" He pushed away from them, scrabbling on the ground. "Oh god, I'm sorry, I'm s-so sorry. Don't kill me, please. If I had known, p-please..." he began stammering. Rogue reached out to lay a comforting hand on his shoulder, but he flinched away from her.

"Now, now, shugah, you don't got to worry about us. We're the X-Men. We're trying to help folks like you, not hurt ya." She smiled. "We're on the good side."

The man laughed humourlessly. "There is no good anymore. No good and no evil. Only the Phalanx. And soon, not even them." He coughed again and Rogue and Amara shared a concerned look.

Amara changed back to her human form and squatted beside him. "What do you mean? What is this Phalanx? And what will happen to them?" The man waved his arm around.

"This, this entire building, is the Phalanx. All of it, and everyone in it." He buried his face in his hands. "And it's all my fault. All my damn fault." He looked back up at them, tears running from his eyes. "I thought we could finally get rid of Onslaught. If I had any idea it would turn into this, I, I..." He shook his head.

"What? What's going on here?" Rogue asked.

The man struggled to stand up. Rogue grabbed a hold of him. "Here, lean on me."

"Thank you..?"

"The name's Rogue. And this heah's Magma." The man nodded. "Now why don't you tell us a lil' about yerself, and what a handsome man like you is doing in a place like this."

He smiled at Rogue. "Blake. Dr. Donald Blake. As for what I'm doing here, that's not as important as stopping what's happening now. The tower is almost finished and they'll try contacting them right away."

"Hold up, Doc. Who, what, when, where, and why."

He sighed. "A few years ago, we began a program to create a super-soldier. Some way to help us in the fight against," he paused, looking at the ladies, "well, mutants. We had found an alien being not far from here, and using samples of his DNA, we created a virus that we could inject into people and basically change their genetic make-up."

"That's inhuman," gasped Amara

Donald looked up at her with haunted eyes. "Yes, it is. But most things are these days." He frowned and continued his story. "What we didn't know - couldn't have known - was that there was a...an agenda imprinted into the DNA. The alien we had captured had come from a planet light years away. His race's one goal was to conquer and feed off other worlds. Scouts were sent to all corners of the universe to find suitable planets."

Rogue looked at Blake as she slowly began to understand what he was getting to. "They're coming heah, aren't they?"

"As soon as the communications tower is finished and the message sent. These aliens have technology so far in advance of anything we could ever dream of. There's no way of knowing how quickly they will arrive."

Amara snorted. "When they arrive, we will take care of them. It is that simple."

Donald shook his head. "No, it's not. I spent hours communicating with Warlock, the alien. You can't even imagine the size of them, or their ships. Their mere presence in our orbit will be enough to disrupt the gravitational pull between the earth and the moon. Tidal waves will obliterate the coasts of every continent. Not to mention the effect ships of that magnitude could have on the earth's magnetic field and weather patterns." His shoulders slumped in defeat. "They could wipe us out without setting foot on the planet. We don't stand a chance."

Vance cast an uneasy glance to Maggott's two worms, Eany and Meany. He hated bugs. Loathed them with a passion. When he was younger, his father would lock him in their old root cellar. Shackle him to the ground and leave him there. In the darkness the only thing he could feel was a million little legs crawling over him, into his hair, his ears, his mouth. Vance shuddered and shook his head. He hadn't thought of his father in a long time, and liked to keep it that way. The abuse he had suffered as a child was nothing compared to what had happened to him when his father had discovered his own son was a mutant.

He turned his attention back to Locus, who was skipping, of all things, ahead of them. A few days ago, he had asked her what her real name was. She had just smiled coyly at him, and said, "Why do you need to know? So you can moan it while you're jacking off in the shower?" He had turned a bright red and left, but she laughed and ran after him. Grabbing his arm, she had leaned up and whispered into his ear, "Why don't you skip the shower and just come up to my room? You can call me anything you want then." He had been surprised, to say the least. He had been about to take her up on the offer when Rogue had called the meeting. Locus just smiled at him. "Maybe next time."

Vance grinned to himself, reliving that memory. He and Locus hadn't had a chance to be alone since then, but once this whole thing was over with, maybe they would.

He looked up at her again. She was too far ahead of them for his liking. "Hey, Locus, wait up. We don't wanna get separated now." She turned and stuck her tongue out at him.

"Stop worrying, Force. We're fine." Locus frowned as both Force and Maggott stopped and stared, a mixture of fear and surprise on their faces. She began to turn around and was hit by something very big and very heavy. She flew into the wall and her last conscious thought was about how sore she was going to be in the morning.

"Locus!" Vance cried. He turned his attention back to the being in front of them and tried to lift it into the air with his telekinesis. As the ground began to shake and crack underneath them, he realised that the thing was actually attached to the building. He let go of it and turned to Maggott. "Can't lift it without bringing down everything around us."

"No, the girls and I will handle this vrot stoepkakker," Japheth answered. "Time to work, hey." He tossed one of the worms at the being and it began eating its way through the thing. "Right on the guava," Maggott said with a smile. Their attacker shrieked and dissipated into the floor. "Fixed up, luv." The worm crawled back to Maggott and Vance had to look away. Of all the different mutant powers he had witnessed in his short life, Japheth's worms crawling back into his body was not one of his favorites.

He walked over to Locus. She was waking up and looked up at him, a sheepish grin on her face. "You all right?" he asked. She smiled.

"Yeah, I think. My head feels like a big bruise, but I'm fine."

He shouted over his shoulder to Maggott. "Locus is okay. She might have a slight concussion, but as far as I can tell, nothing's broken." There was no answer. He looked behind him. Japheth was curled up on the floor, clutching his stomach. Vance rushed over to his side. "Omigod, what's wrong? Maggott, Maggott, you okay?"

Maggott lifted his head up, pain written all over his face. "S-someth-thing...inside. Wrong. Oh god..." He dropped his head and curled up even tighter.

Vance moved Maggott's hands away from his abdomen. Over his team-mate's dark blue skin, tiny little yellow lines were forming. Vance looked around at the walls. The same lines were all around them. Locus came up behind him. "What's wrong?" she asked.

Vance shook his head. "I dunno. Whatever that thing was, it's infected him."

"What are we going to do?"

Before he could answer, there was a dry chuckle behind them. The two mutants turned quickly. They could just make out the form of a man in the tunnel. He was swathed in shadows, his eyes glowing unnaturally in the darkness.

"There's nothing to do. Everything is done. For months we had tried to figure out how to assimilate mutants into us. Humans, animals, buildings- all was ours for the taking. But something in mutant DNA rejected the virus. But now thanks to your unwitting friend, we've conquered the last hurdle. The world will be ours."

Locus huffed at that. "Not if the X-Men have anything to say about it. We'll stop you, whoever you people are."

The figure laughed again and began moving out of the shadows. "Mere mutants can't stop us. We are the Phalanx. We are the harbingers of chaos, the destroyers of life. We are the end of the world." The man stepped fully into the light. "And I am your end, Vance."

Vance narrowed his eyes. "Who are you? How did you know my name?"

The man shifted, the yellow and black circuitry fading from his face. "You disappoint me, Vance." He smiled cruelly as a spark of memory came to life in Vance's mind. "Tsk tsk. You don't recognise your own father?"