* * * * *

In the observation room next door, Tesla and Luna - Magneto's daughter and granddaughter - watched as the machines came to life. The hum of turbines and electricity filled the air as the installation below was flooded with light, yet the daughter of Magneto quickly returned her attention - and her frustrations - to the room's other occupant.

"I won't accept this," yelled Tesla. "You're lying!"

"I wish I were," replied Professor Xavier, his hands calmly folded in front of him. "But your parents and I have already investigated this matter. It can't be done."

"There must be a way," she pleaded.

"I'm sorry, my dear," said Xavier. "Believe me when I say I understand your grief in this matter. But unlike the previous mutate machines, the technology below cannot alter one's genetic structure. It can only analyze and act upon one's existing DNA."

Tesla turned from the Professor and took a long look out the observation window as Magneto stood watch over his people. Her words were quiet and came slowly as she spoke. "...And since father's DNA no longer contains the X-Factor gene..."

"Now as before, his powers are lost to us." Xavier said.

"When this is over though," he continued, "once he's sure your people are safe, your father will undergo the same process as those below. Though human, he'll have regained his full health again, something we feared might never be possible. Isn't that enough?"

Tesla said nothing.

"I agree with Tessa," said Luna, placing a hand on the younger girl's shoulder. "Surely the machines by their very nature could be manipulated further, their programming expanded."

"In light of this technology's previous abuses, safeguards were put in place specifically to prevent that from happening."

"I think you fail to understand the possibilities, Professor."

There was something in Luna's tone that aggravated Xavier, but before another word could be spoken an installation-wide alarm pierced the air.

"Good lord!" exclaimed Xavier, reaching out with his telepathic abilities even as he covered his ears. The psychic static he had increasingly encountered of late seemed as potent as ever, like a hive of bees nested at the base of his skull, yet he pushed past it - and as he did he was assaulted by the cries of a thousand minds.

"No!" he cried. "I can feel them! The Genoshans. Drowning. Something's happened. Something's gone wrong with the machines!"

Even as the Professor sat reeling, Tesla magnetically tore open the wall before her and shot towards Ebonwing and his technicians. With a gesture she pulled the winged diplomat from the control board and held him motionless in the air, hovering within a constrictive magnetic force field. "What did you do?!" she shouted.

"I didn't--" Ebonwing managed. "The machines..."

Magneto stood over the control panel, trying to understand the sudden change in readings. "What is this?" he said. "I swear if you've--" but even as he spoke, the Lord of Genosha was surrounded by a dozen advancing lab technicians, their eyes glazed and distant. A dozen hands were pulling at him, clawing at him, and when they spoke it was with a single voice.

"No, Magnus. You will not undo what I've set in motion. Your time is done. Your people are mine."

"Get off of him!" cried Tesla, redirecting her magnetic abilities. A protective force field suddenly surrounded her father, then expanded outward with a powerful push that sent his assailants sprawling in all directions. Some fell down the metal stairs that led to the control center, others fell over the side, plummeting towards the machines below.

As Magneto pulled himself up, the technicians were gathering themselves, joined now by several soldiers originally assigned to guard the project.

"Thank you, my dear," Magneto said as his daughter helped to steady him. A moment later he activated his com-link. "Alex, we have urgent need of you and your men inside the installation. Now!" His only reply was garbled static.

Inside the battered observation room, Professor Xavier opened his thoughts to Magneto and the others - though only a portion so as to shield them from the agony of the afflicted Genoshans. He could feel their consciousnesses eroding. Their minds, their individuality being torn from them. The mutate machines were doing exactly what they were supposed to be incapable of doing - reprogramming them.

Quickly, my friends! We're losing them!

"How do we stop this?" demanded Tesla, pushing Ebonwing over to the control panel.

"This shouldn't be possible," Ebonwing said, franticly trying to access a series of subroutines. "This shouldn't be possible! The other technicians... I don't know what they've done."

Xavier steadied himself, then closed his eyes. Now in direct contact with each and every one of the minds locked within the pods below, he wrapped his thoughts around theirs, attempting to anchor them, to keep their very selves from being swept away in a violent tide of cerebral decay. It was like trying to single-handedly keep a thousand men from drowning. The strain was nearly unbearable.

Outside, Ebonwing's fingers were a blur as he attempted to override the machines. Gunfire erupted from the advancing soldiers and the possessed technicians pounded savagely against the force field Tesla had erected. The machines crackled with electricity and horrific shadows flashed across the walls as more soldiers began to appear below.

Luna, thought the Professor, can you get Alex on the com-link?

The sound of gunfire intensified outside.

"No, Professor," Luna said, pulling a small pistol from a holster concealed in her boot. "I don't think I can."

"Luna, what?" but when he looked into the woman's eyes, into the darkness behind them, he saw the truth at last. "...You."

"Too late, Charles," Luna said. Her voice and her laughter became deep and nightmarish. No longer like that of the woman he knew, but familiar none the less. "Much too late."

She leveled the pistol at his head and fired.