ISSUE 6
"Kings and Pawns"

Written by Gene
Plot by Gene, Psipher, and Whome

This story features characters originally appearing in Neo-X, which are copyright Psipher and Shaylinn.
Also features characters and organizations which are trademarks and copyright of MARVEL COMICS a division of
MARVEL ENTERTAINMENT GROUP, INC. This is a work of fan-fiction and is being written for entertainment purposes only;
no profit is being made by this work. Copyright © 2006 Gene Kelly. All rights reserved.

Surge stared out the gaping hole in the observation room wall in stunned disbelief. "The Shadow King," he said, trying to not to shake as he wrapped his mind around the creature's presence. The first time Phil's father had recounted the X-Men's encounters with the Shadow King he hadn't been able to sleep for days. He was a monster devoid of physical form, a psychic being that lived only for the suffering of others, strengthened by their anguish and nourished by their pain. And now he was real and had been manipulating things for months - and he had one of Phil's dearest friends in his clutches.

"Contessa!" Magneto shouted, stumbling towards the open wall. It was no use. Without his powers, there was no way to pursue his daughter or the monster that had taken her - the monster who even now had possession of his granddaughter, Luna.

"Phil, the Professor!" Jackie said, grabbing him by the arm and hurrying over to Charles Xavier's side. The man's temple was marred by a thickening mass of blood that slowly trickled to the ground and puddled beneath him. Please be alive, please be alive, please be alive, she pleaded, kneeling beside him and checking for vital signs. "Oh, thank god," Jackie said, almost ready to cry. It was hard to gauge just how deep the bullet wound was, but to Jackie's relief it appeared as though the deadly projectile had only grazed him.

"Professor, can you hear us?" Phil asked. Please, Sir, he thought, we need you.

"He's already lost a lot of blood," Jackie said, removing a rudimentary med kit from her belt and using her Acolyte military training to prepare a field dressing. "We've got to get him out of here."

Suddenly, the Professor's eyes shot open. "The Genoshans!" he cried.

"Professor, please stay still," Jacqueline said. It was no good. Her dressing was a temporary solution at best and if he kept moving it would only make things worse.

"The machines... must stop..." Xavier managed, his eyes going in and out of focus.

"Phil, hold him," said Jackie. As her stepbrother attended to Xavier, Jackie looked over her shoulder at the Lord of Genosha. He stood at the edge of the observation room's shattered wall, his long gray hair and tattered cloak fluttering wildly as he looked at the chaos beyond.

The Carrion Cove installation was more than thirty stories below the earth's surface. While the upper levels were devoted to the research and development of new technologies, the bottommost level - the largest space at nearly three stories in height - was the testing ground for those discoveries. From the battered observation deck the Lord of Genosha looked down at that vast open space and the sprawling expanse of mutate machinery that stretched across it, its pod-like chambers crackling with electricity as they held thousands of his people captive within. On the machines' periphery, Magneto's Acolytes and their captain - Alex Summers - fought for their lives against a veritable sea of the Shadow King's possessed minions.

Above it all, amidst a raging maelstrom of psychic energy, his daughter grappled with the monster himself.

As the inheritor of both Magneto and his wife Polaris's formidable abilities Tesla was potentially one of the most powerful mutants on the planet. Yet her gifts were purely physical. Magneto knew that they would be of little use against the Shadow King, a being of unparalleled psychic might. His daughter was unlikely to survive her ordeal.

Not without help.

* * * * *

Everything was noise and chaos. Talons and teeth. Darkness and pain. The world was a blur. It spun her. Tore at her. Hurt her. Then suddenly everything was quiet.

Tesla stared in wonder as the world drifted slowly by. All around her, wave after wave of darkness circled. And in that darkness, a million shades of prismatic color, like oil in the sunlight. So beautiful. Beneath her, a sea of men and women moved as if in slow motion, a struggle that seemed more like a dance played at half speed. Little marionettes. So elegant. As she drifted in space, Tesla's emerald green hair hung lazily in the air. Her eyelids felt heavy.

Moments later a beautiful older woman, her blonde hair swimming about her shoulders, took Tesla by the hand and pulled her close.

"Auntie Luna," Tessa said, resting her head on the woman's shoulder. "I thought I'd lost you."

"No, my dear," Luna replied, smiling warmly. "I'm here for you."

"But that thing..."

"Merely opened the door for me... for us. You'll see," she said. Her words were sweet, her breath a warm caress against Tessa's cheek. "Just let go. There's no more need to fight. You can be the ruler of a stronger Genosha. No power will oppose you.

"Trust me."

Tesla smiled. All she had to do was stop fighting. It sounded so easy.

* * * * *

As the sound of gunfire and combat raged below the installation's control deck, the diplomat Negrehr Ebonwing worked frantically at the computer console before him. Even as his midnight-blue fingers danced across the controls, the talon-like appendages atop his wings moved just as deftly, serving as an extra set of limbs. He was so close... subroutines, server relays ... so close. "C'mon, c'mon."

More than a thousand lives hung in the balance, lives that were slipping away with every keystroke - and it was at least partially his fault. The machines were intended to heal the thousands of sick Genoshans still struggling with the physical aftereffects of the Legacy Virus, but the Shadow King's possessed minions had subverted the programming. Now the Genoshans were being corrupted, genetically remade to serve the Shadow King and his perverse ambitions. There was no telling what form they would take once the pods reopened. He only knew it wouldn't be good, and Ebonwing wasn't going to let that monster do this to his people.

Closer now... subfilter, genetic templates, runtime history... closer... backlog, genetic protocols... and then...

"Yes! Yes!" The onboard display blinked softly as the original programming returned to full effect. "God, I'm a genius!" Ebonwing said, wiping his brow and looking around. "Why is no one here to shower me with praise?"

* * * * *

In the observation room next door, Solstice and Surge carefully righted the Professor's hoverchair. The chair still seemed operational, which was a small blessing as the less they jarred the Professor getting him out of the installation the better. Magneto remained seemingly oblivious to the two youths as he stared into the distance.

"There's no way we're going to get him out the way we came," Phil said, looking back over his shoulder.

Xavier clutched at the young man's tunic. "No. We mustn't leave..." he said, his breathing becoming rapid and labored.

"Please relax, Professor," Jackie said, gently pushing Xavier back in his seat.

"L-listen to me..."

"I'm sorry, sir," Phil said, removing the man's hands from his sleeve as he got up. "You're too important." There were two other doors in the observation room, and Phil quickly moved over to them for a closer look. "Which way? There's no telling where either of these lead."

"That's the problem with secret underground installations," Jackie replied, a grim smirk playing at her lips. "All I know is we need to get back to the surface and fast."

Phil reached for the nearest door.

Hold it right there, young man.

"Professor?" Phil could hear Xavier's voice in his head. Though his physical body was weak, reeling from the shock of his bullet wound, the man's thoughts were still strong.

We will not abandon your people. Nor will we leave your father and the Royal Family to deal with the Shadow King alone. We are needed here.

"That's right," the young Acolyte replied, turning back to face Xavier. "We are! And you're in no condition to..." Phil stopped mid-sentence. Xavier looked pale, but determined.

Philip let his hands drop to his sides. So many lives were at stake, but he could feel the Professor's thought slowly growing weaker. If they stayed perhaps they could still save those trapped in the mutate machines, but his condition would only worsen. And Tessa ... without the Professor, who could possibly hope to stop the Shadow King?

"I'm sorry, sir. We can't lose you." With that, the young Acolyte stepped towards the nearest door.

Philip, stop!

But as he reached for the buttons, the door slid open on its own. A sudden wave of nausea washed over the young Acolyte and he fell back a step. Something new, some unfamiliar presence pressed against the edge of his mind, momentarily probing before moving on. Jacqueline stepped between the Professor and the open door, her hands suddenly pulsating with waves of cold.

A pair of black-robed figures, joined at the wrist, stepped forth from the threshold.

Jackie's heart caught in her throat as the enshrouded pair walked slowly towards them. They moved silently, covered nearly head to toe save for a single milky-blue eye each that seemed to look right through her.

"The Inquisitors," she gasped.

"Stay back!" Phil cried. But even as he made ready to defend his stepsister, the dark figures stepped silently past the lot of them and made their way across the observation room. The Lord of Genosha turned at last from the battle below to face the new arrivals.

The Inquisitors bowed before Magneto.

"My daughter," Magneto said.

The Inquisitors nodded and then slowly returned to their feet, ready to seek out the Shadow King.

Philip.

The young Acolyte slowly pulled his gaze from the departing figures and looked solemnly at the Professor.

You have the power to help me turn the tide, Philip. If you will just trust me.

"I know what you're asking, sir," Philip said, his hands glowing white, pulsing with stored cosmic energy. "But the dangers..."

Solstice stared at the energy her stepbrother was generating. It was a side of his mutant abilities that the young man used as sparingly as possible. In addition to being able to generate waves of concussive force, Surge was also what was known as an 'actuating telepath', able to channel a portion of his own power into others and amplify their existing mutant abilities. Having had a taste of that elevated level, Jackie found the very thought mesmerizing - and something she hoped never to experience again. "Phil's right. His power boost is only temporary, but it's addictive," she said, turning away. "When you come back down, when you crash, you crash hard. And in your current state..."

"You could die," Philip said.

"I may," he agreed, leaning heavily on the arm of his hoverchair. In truth he felt weaker with each passing moment. "But if we do not try... then countless others will perish in my stead." As if to accentuate the Professor's point, the sound of gunfire seemed to intensify outside.

Professor Xavier extended an unsteady hand to Philip. "Come, lad... The spirit is willing..."

* * * * *

The tiny figures below seemed a million miles away, a distant sea of bodies slowly washing against one another. Strange that so many continued to fall. Something was wrong. For a moment, Tesla thought she recognized some of them, but her attention was pulled away by the touch of Luna's fingers upon her chin.

"Pay them no mind," she said, gently turning the younger girl's head so their eyes met. "Genosha needs you. I need you."

"Yes," Tesla replied. And yet, something seemed out of place somehow. Did she know those people?

The world was a smear of slowly revolving darkness. Whisper-soft tendrils, dark as night, drifted across Luna's body, snaking around her arm and up to Tesla's chin. The shadows caressed her and she felt lightheaded, dizzy. Was this real?

The shadows coalesced around Luna until a second shape emerged, a hulking silhouette superimposed over her own slender form. Luna's eyes became dark and boundless, like the beautiful emptiness of space, and a second visage appeared, stronger and more bestial with a great maw full of teeth. As Tesla felt the touch of the creature's talons on her cheek it both excited and repulsed her.

"See me, child," said the creature, its voice both sweet and terrifying. "See me. Accept the Shadow King and all shall be yours."

The great maw drew closer as if to kiss the young Genoshan heir. Something in her gut screamed at her but she had forgotten how to move. Or perhaps she just didn't want to? Why didn't she know? Why was it so hard to react?

Suddenly the world was afire with a blinding flash of psychokinetic energy. A great eye made of blue flame appeared beyond the Shadow King, piercing the darkness with its brilliance and cutting through the spiraling layers of shadow that surrounded them.

The Shadow King reeled as the light washed over him. "What is this?!" he cried.

And then Tesla saw them. A pair of breathtaking spirits bathed in robes of blue light, the great eye a manifestation of their power. They gently held each other's hand as they spread their arms wide, sending their luminance forth like a thousand spears tearing at the Shadow King's ethereal form.

"Graaargh!!" The great beast roared in pain. The shadow tendrils spasmed and bit into Tesla and Luna's flesh. The older woman seemed excited even as Tesla cried out. A heartbeat later the creature released them, the faintest trace of its shadowy form still clinging to Luna as it hurled itself towards its spectral attackers.

The Shadow King and the Inquisitors met head on, colliding in a burst of psychic energy. They moved faster than Tesla was able to follow, a blur of light and a blur of darkness, encircling each other as they traded blows. An instant later the three combatants rocketed upwards, their ghostly forms disappearing into the ceiling above as they continued their struggle.

All was quiet. Luna and Tesla were alone, high above the mutate machines and the dying Acolytes. "Wha - what's happening?" Tesla wondered aloud. "Luna?"

But the other woman only smiled, and a moment later the two were pulled upward, crashing through floor after floor of the installation above. To her astonishment, Tesla could feel her magnetic abilities coursing through her, rending the metal infrastructure as they continued to rise, propelling them after the combatants. What was she doing? Why couldn't she stop this? ...And did she even want to?

* * * * *

As Captain Alex Summers - Havok - and his Acolytes fought for their lives on the ground below, the great vortex of psychic power that buffeted the complex followed the Shadow King upward. With a tremendous roar of dark energy and collapsing metal, it left a gaping cavity where the upper floors used to be, like some great abyss turned on its head, falling upward into oblivion. Alex could only look upward in astonishment and horror.

"Captain, look out!" said a mammoth sized Acolyte with stone skin, smashing a trio of gunmen behind him.

Wave after wave of possessed soldiers came at them, their expressions disturbingly vacant. The Acolyte leader found it difficult not to hold back, as many of those he fought against were at one time or another under his command. It was hard to grasp that they were now little more than empty husks under the Shadow King's control. Worse still, their proximity to the mutate machines made him afraid to let loose for fear of harming those within. Nonetheless, as a dozen drones tackled his would-be rescuer Alex turned and unleashed his plasma blasts.

Even as he did so, the Acolyte Plasm extended his body in a giant loop around the steadily decreasing group of Acolytes, catching several rounds of enemy gunfire in his pliable form.

It was no good. As their foes closed in, Alex just prayed that his men were buying the others the time they needed to save the Professor and stop this insanity at its source.

As the Acolyte Yumiko pounced upon another drone in wolf form, her powerful jaws locking down on its arm, a pair of soldiers turned their weapons on the young girl and fired.

"No!" Alex yelled. But even as he was about to retaliate, the Acolyte Captain was stunned to see the bullets floating harmlessly in space mere inches from the muzzles of their guns.

Moments later, the artillery of every last enemy soldier was suddenly wrenched from their hands and shattered into countless pieces. Alex looked up to see an emerald clad woman in a billowing purple cloak floating majestically above the fray. "Enough!" she commanded.

The Lady of Genosha had arrived.

"Lorna!" Alex said.

The encroaching drones were herded back by a powerful magnetic field as Lorna Dane-Lensherr, Polaris, touched down beside the Acolyte Captain. Barely a moment later the drones fell to the floor, clattering against the hard metal like puppets whose strings had been cut.

Alex turned to Lorna, "How did you--?" but she appeared just as surprised as he.

"You can thank the Professor," came a voice from above. Alex looked up to see Negrehr Ebonwing carrying his son Philip as the two descended from the observation deck.

"Dad, you're alright!" Phil exclaimed, rushing forward to hug him.

"Thanks to Lorna, yes," Alex replied, "and the Professor?"

Fine for now, came the telepathic voice of his former mentor. It seemed amazingly clear and powerful, like a brilliant light. It was a remarkable change from the Professor's earlier psychic distress call.

I've used my own telepathic abilities to shield the Shadow King's drones, effectively blocking them from his mental commands. Without them, they're little more than empty shells. I'm relieved you're okay. And that you're here as well, Lorna. We are in desperate need of your aid - as is your daughter.

"I came as soon as I received Alex's message," Lorna replied. "But Tessa? Charles, what's going on?"

There is little time. Come, gather the others and follow my thoughts. We shall explain on the way.

"Hey," said Ebonwing, "what about the Genoshans? How am I supposed to get more than a thousand people safely out of here?" All around them the mutate machines hummed softly, their programming restored to normal and their occupants temporarily unconscious but whole.

"The Acolytes will aid you," said Lorna, looking at those members of the elite unit still standing, "and reinforcements are on their way.

"Now," she said, suppressing her fear for her daughter, "where's the monster responsible for this madness?"

Alex looked solemnly overhead at the remnants of the shattered ceiling and the darkness beyond.

"Waiting for us."

* * * * *

Professor Xavier established a mental link between the assembled heroes - Magneto, Polaris, Havok, Solstice, and Surge - allowing instant communication between them without a word. Then they rose upward via Polaris's magnetic force field.

For several stories it appeared as though some powerful force had taken all the floors of the installation and shoved them upward, one into another, higher and higher, leaving nothing behind but the outer walls, the occasional smear of an unfortunate technician or employee, and an unsettling emptiness. It was like ascending from the bottom of an enormous dark well.

Midway between the installation's bottom floor and the earth's surface the newly created shaft came to an end. The air pulsed with a combination of residual psychic and electromagnetic energy that swirled about the enormous open space, casting an ominous green glow. The remnants of gutted machinery, reinforced flooring, and various masses of twisted metal hung weightlessly in midair, a series of satellites swirling around a central edifice: the Shadow King's throne.

The throne was an elongated structure, a mass of spires and jutting metal reaching out in all directions, like the distorted skeleton of some great leviathan. Atop the dark spires the battered forms of the Inquisitors hung limply. Speared through the shoulders, their arms were outstretched like some kind of macabre scarecrow - a grim warning to those who would oppose the Shadow King.

Below the Inquisitors the seat of the throne sat cradled within a ribcage like structure, flanking its lone occupant like a set of grasping claws. The emerald-haired girl seemed entranced as wisps of shadow drifted upward from her body.

As the heroes touched down upon various pieces of orbiting debris, Solstice and Surge looked upon the scene in horror. Havok and Polaris exchanged tense glances. Magneto was stoic. Professor Xavier looked on with a vague sense of recognition.

"It's like something from the Astral Plane," he said.

"Yes, Charles," came the disembodied voice of the Shadow King. Moments later, the creature's ghostly facade appeared over Tesla. "A moderate facsimile. Made manifest on Earth through the abilities of my dear Tesla - my Shadow Queen!"

As the Shadow King gloated Polaris launched herself forward. "No!"

In her youth Lorna had once been a pawn of the Shadow King's machinations herself. She wasn't going to let history repeat itself with her daughter.

* * * * *

The world moved slowly, dream-like, like a sea of swirling green foam all around her. Tesla sat atop her father's throne, which hung weightless in space. On the periphery of her vision distorted figures hovered menacingly.

"It's Xavier," said Luna. "He's come to unseat you."

"Xavier," Tesla said, her indignation rising. She had long been leery of the man's involvement in Genoshan affairs. So quick to assume he knew what was best for a nation that was not his own. He had grown bold to confront her directly, but it merely confirmed her unspoken fears.

"Don't be afraid. We won't let him get away with this," Luna said. "Will you help me?"

Tesla smiled softly. "Of course."

* * * * *

As Polaris advanced, magnetic energy coursing through her clenched fists, she was repelled by a sudden counterforce. Polaris drifted back a few feet, stunned. In the air before her, held aloft by magnetic power she shouldn't have possessed, Luna Maximoff barred the way.

"Luna?" Polaris said. Magneto clenched his fists in mute rage. The others stood speechless. Though the Professor had explained his ordeal on their journey upward, the reality was no less difficult to accept.

"Yes," the Shadow King said, savoring the pained looks on his opposition's faces. His words dripped with malicious glee. "A most useful instrument. Weren't you, my little Moonshadow?"

"Yes, my King," Luna replied, an unsettlingly satisfied smile on her face.

"Ah, I sense you probing, Charles," the Shadow King said. "Trying to ascertain the extent of my influence. Rest assured, though the Shadow King's will is absolute, many come willingly to my side. Tell them, my pet."

"Liar!" yelled Havok. "You're controlling her!"

"Poor, Alex," Luna said. Her words were like a blade. "So wrong about so many things. It must eat you up inside, your ineptitude. I guess even with age some things never change, do they? Do you think Scott would have figured it out sooner?

"All this time it's been me. Dear, sweet Luna, so often overlooked. Watching you. Manipulating you. Even as my dread lord exerted his influence on Genosha, so too did I aid his plans. One day, perhaps a two-minute transmission of state secrets. The next, something as simple as a rumor in the right ears."

"It's delicious how little it takes to stir a populace to frenzy," the Shadow King said.

"Luna," Solstice pleaded. "This can't be you talking. Professor, tell us..."

"Oh, but it can be," Luna said. "I hired Marcus Telfair and his mercenaries. I learned about the old regime's secret passages. Helped Telfair move about the capital unseen. 'New beau' indeed," Luna sneered. "You little tart." She found the horror in the young girl's eyes tremendously gratifying.

"But, why?!" Solstice said.

"It's all a trick, Jacqueline. Another one of the Shadow King's sick games," Havok said, his fists pulsating with concentric circles of cosmic energy. "You'll pay for what you've done to her, monster!"

The Shadow King roared with laughter. "It's not what I did," he replied. "It's what your broken King did. You pride yourself on the rebirth of Genosha, Magnus, but how many lives have you destroyed in order to make it happen?"

Luna went deathly silent.

When Magneto first assumed control of Genosha, his reign was marked by years of political upheaval. As a series of would-be conquerors sought to unseat the Genoshan monarch those around him, those most loyal, often paid the steepest price. Just as Solstice's father Bobby Drake - Iceman - had been killed in defense of the nation, so too had another.

Luna's words were barely audible. "You let him die."

Her body trembled and her voice quivered. Tears began to roll down her cheeks. "Your own son, Pietro. My father! You let him die so you could keep your precious throne!!"

"And once her father was gone," the Shadow King said, "being 'only human' she never quite fit in your world, did she? In her grief and rage she opened the door to my influence, my power... and she has served me well."

Luna's eyes burned with tears and rage. "Well now we're remaking your world, Grandfather. Remaking it in my dread lord's image."

Magneto stared past Luna and up at the Shadow King. "My son gave his life willingly to save our nation, as have others before and since," he said, his countenance grim. "Believing I wished for or welcomed his sacrifice is a sick farce. One you'll pay for."

"You, righteous bastard," Luna said. Her lips were pulled back in a hateful sneer as she began to generate a magnetic charge, energy swirling about her tiny body.

"Your time is done, Magnus. Everything that's happened has destabilized Genosha, putting your daughter closer to control of the throne," the Shadow King said, his miasmic forming looming over the assembled heroes, growing larger with each word. "And now with the young Genoshan heir as my puppet queen, I will have an entire nation of souls to play with. An entire nation of pain and anguish to feed on! But Genosha will be just the beginning! My reign on earth will be magnificent!

"All that remains is the removal of Genosha's current monarch... And the death of the one being I loath more than any other man on the planet - Professor Charles Xavier!"

The monster's voice was a veritable firestorm of hate as he let loose his ravenous psychic abilities. Simultaneously, Luna unleashed a ferocious wave of electromagnetic energy. The open air exploded in a great conflagration of colliding forces, blinding green light temporarily obliterating all view of the surrounding area.

The Shadow King's laughter stopped abruptly once the billowing energy dissipated. The heroes stood unscathed. Even as Polaris's hastily generated force field protected them from Luna's attack, Charles Xavier shielded his companions' minds, momentarily bearing the brunt of the Shadow King's assault. Though physically battered and fragile, his eyes were ablaze with strength. He pushed back hard with his own telepathic might.

Xavier's mental push was a sledgehammer of psychic power as it struck the Shadow King. "Aaargh!! Xavier!" he screamed. The sheer force of the man's counterattack had him momentarily reeling. Xavier should have been near death by now, but this...

"Naughty Xavier," the Shadow King said, "you're using borrowed power. But at what price I wonder?"

In truth, the price seemed inconsequential to the Professor. The weakness he felt throughout his entire fragile frame, the jackhammer ache of his head, the labor of his breathing, these were mere physical sensations. They were wholly inconsequential as his mind reveled in the heady, dream-like rush of his amplified psychic power. As Xavier's astral form sprang free of his physical body, it felt like shedding dead weight. It was exhilarating. He streaked towards the Shadow King at the speed of thought. The two met in a burst of psychic energy that swirled and churned about the open air like hurricane waves of force.

Quickly now, said Xavier via their mental link, you must free Tesla while I keep the Shadow King at bay!

As Magneto called Solstice to his side Polaris streaked through the air. Again Luna stood between Polaris and her captive daughter. A dangerous smile played at the corner of the woman's lips as she watched the Lady of Genosha advance on her.

"Luna," Polaris said, "I don't know how much of you is left in there, but this has to end now."

"Oh, it will," Luna replied.

The two women let loose with near simultaneous bursts of energy, sending a mild shockwave in all directions upon impact.

The long flat plane of floating architecture that Havok and Surge stood upon shuddered momentarily, then continued its lazy flight. The two Summers gathered themselves and then unleashed their powers in unison. Luna rapidly swooped forward and back, just barely weaving her way around a series of powerful blasts. They were trying to drive her away from the throne.

With a wave of her hand the Shadow King's servant summoned a large metal column floating nearby, intercepting the oncoming waves of destructive force. The column was incinerated in a fiery display and with a magnetic field she pushed the remaining white-hot particles back at her attackers. The debris rained down like bullets.

Havok and Surge leapt to the nearest pieces of orbiting metal, just dodging the oncoming projectiles. Surge hit the edge of the architecture awkwardly, but managed to roll onto its uneven surface. Sitting up, he gave a quick glance over the side into the gaping darkness below. He shuddered involuntarily. It was a long, long way down.

With the Summers off balance Luna readied a deadly static-electric charge, but a sudden wave of force sent her crashing into the nearest hunk of floating steel. As she tried to recover, she was stunned to find she couldn't peel herself off the large horizontal surface. Polaris's magnetic field held her tight. The Shadow King's servant closed her eyes.

In response, a barrage of countless metal rivets sprung from the walls and accelerated towards the emerald-haired woman like an angry swarm of steel hornets. A second swarm zeroed in on the Summers as well.

"Look out!" Havok shouted, vaporizing the first wave of oncoming rivets.

The Lady of Genosha calmly held out her hand and easily froze every last rivet in place. Surge looked wide-eyed at the nearly two dozen tiny projectiles that hovered inches from his face, still vibrating with residual magnetic energy. He swallowed nervously.

As Polaris held the projectiles at bay, she was suddenly blindsided by a streaking steel I-beam. The crack it made as it struck the back of her skull mad Alex sick to his stomach. Stunned, Lorna fell quickly, hitting a drifting panel of reinforced flooring with a dull smack.

"No!" Havok said, deftly jumping from floating surface to floating surface.

Surge dove sideways as the rivets resumed their flight. With a sweep of his arms he sent an arcing wave of concussive force through the air, obliterating the deadly projectiles in a single pass. Grim faced, he turned to confront Luna, only to find a barren horizontal surface where she used to be.

As Polaris slowly pushed herself up she felt dazed. Yet she knew there was no time to spare. As Alex came to her side, she could feel a great swelling of electromagnetic forces above them.

"Alex, move!" Polaris shouted, using her abilities to repel the man even as she darted the opposite direction courtesy of a magnetic field. The flooring they had occupied a heartbeat before was split in two by a sudden downward blast of crackling electro-static energy. Luna descended to finish what she had started.

But before her next thought could become action, the woman's body was suddenly pinned within a thick sheath of ice.

"Get away from them!" screamed Solstice.

"Jackie, no!" yelled Polaris.

Luna gave a powerful magnetic shove and shattered the surrounding ice, then turned to face her attacker. She was startled to see Magneto and Solstice standing on several of the semi-horizontal outcroppings at the base of the Shadow King's throne, mere feet from Tesla. When she saw the ice-slide that trailed from the back of the throne Luna realized what had happened. The others had nearly distracted her long enough for these two to reach the Shadow King's prize. Almost.

"Not so fast, Milord," Luna said, smiling wickedly.

The outcroppings beneath Solstice and Magneto's feet suddenly shuddered and then gave way. The two fell for only a moment before Solstice generated a second ice slide, its base appearing on the nearest piece of floating debris and then reaching up to catch them.

All the while, the unconscious body of Charles Xavier was slumped over in his hoverchair as his astral form continued its psychic battle with the Shadow King. The Professor was startled by just how much the Shadow King's power had grown since their last encounter, how much he had evolved. The man once known as Amahl Farouk was now an amorphous force, a powerful and ever shifting torrent of hatred and rage. It was little wonder that Xavier hadn't immediately recognized the creature's psi-signature during his earlier attack on the Genoshan Summit.

Even as the two spectral figures lashed out at each other, Charles could feel a portion of the Shadow King's attention elsewhere, probing, reaching, perhaps seeking out an opportunity to strike at his companions. But no, it was something else. Charles could sense it now. The Shadow King was maintaining a constant link between himself and the two women in his thrall.

That effort seemed to be only the slightest distraction to the creature though. His psychic assault was relentless, his astral form constantly shifting from one deadly configuration to the next: a monstrous warrior, a buffeting vortex, a constantly striking sea of pointed, blade-like darkness.

The astral form of Professor Xavier burst through the shadowy mass, only to have it swell again like a great wave and engulf him. A thousands barbs of pain lanced across his brain and he cried out. The psychic aftershock reverberated through the minds of his companions via their mental link.

"Agh! Charles!" cried Magneto, clutching the side of his head. "Charles?" There was no response. "Charles?! Quickly, Jacqueline, I must get to him."

"But your daughter..." said Jackie.

"Will need you to return swiftly to the aid the others. Now come, without Xavier we are lost!"

Momentarily reeling, Surge gathered himself in time to see his stepsister and Magneto take their leave via an ice slide. "Hey," he managed. "Wait, what about--?" His hands dropped to his sides. They were too far off.

Phil turned, chaos surrounding him in all directions. As his father and Polaris reengaged Luna the circling vortex of metal and energy seemed to be picking up speed. Phil ducked just in time as a giant turbine passed overhead, leaving tiny flecks of shrapnel in its wake. It was madness.

Yet at the center of it all the Shadow King's throne floated serenely and Tesla sat within its tortured arms. Phil knew what he had to do. "Don't look down," he whispered.

With a running start he jumped to the next piece of orbiting machinery, and then the next, gathering momentum as he went, until the throne was almost within reach. Desperately Surge leapt for the airborne structure, clawing at its long, stalactite like underside. He slid. The emptiness below seemed to reach for him. Phil's arms trembled with exertion as he tried to hold himself. Don't you fall, Summers, he thought. Don't. You. Fall!

A pulse of concussive force rippled through Surge's fingers, shattering a portion of the alloy beneath his hands. He clutched at the jagged edges of the space he had carved out, his body dangling awkwardly, his descent halted. He thought of Tessa. With grim determination, Philip began to climb slowly upward.

* * * * *

Magneto and Solstice landed beside the inert form of Charles Xavier. The man's body looked deathly pale. Jackie could feel her heart pounding. "How long can he leave his body like this?" asked the young Acolyte. And when will it be too late for him to come back, she wondered. "I mean... aren't they're rules or something?"

Magneto stepped forward. He could still feel the presence of his psychic link with Xavier, but it was fading. He placed his fingers on either side of his old friend's temple and closed his eyes.

Charles, hear me, Magneto thought. Though your astral from is free, some part of you still remains here, as it does in each of us through our shared link. Let me help you.

A whisper. A tiny flame in the back of his mind. Charles Xavier's voice.

Erik.

Suddenly, Magneto was torn from his physical body, the world around him shifting and changing shape; one moment an ugly green vortex of energy and metal, the next a dark and shimmering landscape of swirling make-believe. The immense form of the Shadow King seemed to envelope the tiny light that was Charles Xavier's astral form.

"Magnus," the Shadow King sneered. "Poor broken, Magnus. Even were you still possessed of your magnetic abilities, those powers are of the corporeal world." The Shadow King turned towards Magneto, growing larger, advancing on him like a billowing storm front. "Without telepathy, in my realm you are less than useless."

Magneto stood resolute. "How laughable your understanding of power is," he said. "You who must leech off the strength of those on the physical plane to gain even the slightest foot hold. A man is more than the shell he inhabits. He is not measured merely by the raw might at his disposal, the mutant gifts he was born with, but by his force of will and the strength of the bonds he forges with those around him."

Magneto could feel Xavier reaching out to him, their psychic link intensifying, the two men's combined strength coursing through each other, strengthening one another.

"You seek to claim dominion over this world... over my nation, my family. You play the part of the master villain, but you are little more than a pathetic parasite! I will show you strength. I am Magneto! And I will not relent!"

A radiant aura of psychic energy spiked and fluctuated about Magneto's astral form. As the Master of Magnetism lifted himself into the air, his emaciated limbs grew thick and his eyes glowed with a piercing white light.

He flew headlong into the shadowy void as Xavier struck simultaneously from within. The darkness exploded in a violent shockwave of force.

* * * * *

As she battled with Polaris and Havok, Luna felt a momentary shudder, a sudden ripple effect throughout her body as her stolen magnetic powers weakened. Havok and Polaris fired a combined burst of power that sent the woman flying. She tried to refocus her efforts and gain her bearing, but the two continued to assail her with a coordinated attack, keeping her disoriented and off guard. They were too powerful, as former X-Men too experienced in working as a group.

Luna gathered herself and streaked back towards the Shadow King's throne. She rerouted the flight path of several slabs of debris, leaving them as obstacles in her wake to delay her adversaries.

She touched down beside Tesla atop the Shadow King's tortured throne and turned her powers outward, surrounding the entire structure in a massive shimmering globe of electromagnetic power. She needed time.

The others lashed out at the force globe in vain. "No!" cried Polaris. "Tessa! Alex, we have to get to her!"

Luna merely laughed. They were fools to think they could stand in the way of her lord's grand design. Just then, a sound from below caught her attention.

"What have we here?" said Luna, an amused smirk playing at her lips.

Philip Summers clung to the underside of the throne directly below, moving slowly upwards.

Be rid of him quickly, said her master's voice. It sounded strained, as though the battle with Xavier was requiring more of his energies than he was willing to let on.

"Tessa's quite fond of this one," Luna replied. "Perhaps he could be spared. Besides," she said, looking beyond the globe at the inert form of Professor Xavier, "we still have him to deal with."

Xavier is mine! The Shadow King said. You have merely to protect my queen.

"No!" Phil shouted, his muscles aching as he attempted to pull himself higher.

Luna smiled pleasantly, as if explaining a foreign concept to a young child. "Do try to be smarter than your father, Philip. You've already lost." Her face darkened. "Don't be a hero, boy."

"I'm a Summers," Phil said through gritted teeth, "I was born to be a hero."

With that, Philip channeled an earth-shattering wave of concussive force through his hands and into the structure above. The Shadow King's throne shattered with a deafening crack of splintered metal. Luna was caught full on by the wash of unleashed cosmic force, her stolen magnetic powers deflecting only a portion of the blow. As she went flying through the air, enormous spires of pointed steel and shattered iron followed. Massive chunks of the Shadow King's throne hung silently in space, but the energy globe held fast.

Phil pulled himself up onto the structure's remains. The Inquisitors had fallen free of their twisted perch and lay at the foot of the throne, their bodies trembling almost imperceptibly. Atop the throne, Tesla leaned unconscious against the giant ribcage like barbs that flanked her.

"Tessa! Tess!" Phil shouted, shaking the young girl by the arms. Her eyes fluttered briefly, but remained shut. Phil pulled her close, cradling her in his arms, his cheek pressed against the top of her head as he spoke softly. "C'mon, Tess. I know you're in there. Please. Fight this thing."

The emerald-haired youth lay silent. Why was she so still?

"Tessa, please," Phil managed, tears rolling softly down his face. He could hear their parents outside the dome trying desperately to break through. "We need you, Tess... I..."

He looked down at the woman in his arms through a veil of tears. "...I need you."

"Ph- Phil?" Tesla said, the name little more than a whisper. The globe shuddered and faded slightly. Then came an enraged shriek from above.

"You little wretch!" cried Luna.

Two enormous pieces of shattered machinery closed in on the two youths from each side. There was no time to react. All Phil could do was hold Tessa tight against him, shielding her even as he clenched his eyes shut.

A heartbeat later, the hurtling machinery frosted over as its core temperature dropped to absolute zero. The frozen metal hit the young Acolyte's combat armor with the force of a jackhammer, his teeth rattling in his skull, but then the brittle structures splintered into countless pieces with a reverberating crash, like the sound of several tons of shattering crystal.

When Phil looked up again a fine layer of snow seemed to be falling all around them and he laughed in spite of himself - it was the powder-like remains of the shattered architecture. Outside of the force globe, Solstice appeared atop an ice slide. Phil's stepsister gave him a wide-eyed thumb's up, as though even she couldn't quite believe what she had done.

The first thing Contessa noticed upon regaining consciousness was the tiny flecks of cold that kissed her cheeks. When she opened her eyes fully she looked up to see Philip, his face laced with numerous tiny cuts. His hazel eyes were warm.

The force globe began to dissipate.

"No!" yelled Luna. "She's still mine! Through my master, her power still mine to control!"

"Aaaagh!" Tesla cried out in pain as her magnetic abilities surged through her delicate form with renewed force. In that same instant a jolt of power shot through Phil's body as though he were holding a live circuit in his arms. He cried out and then fell backwards, his chest and hands smoking as he tried to remain conscious. Luna hovered overhead, rising above the two youths as her body crackled with power.

"Stop it!" Polaris yelled, "You're killing her!"

Luna looked down upon the young Genoshan heir. Growing up, the young girl had come to look at Luna not only as a loving "Auntie", but also as a trusted friend. In truth, Luna had always held a special fondness for the girl. It pained her that things had gotten so far out of hand - but her master's will was absolute.

As Tesla writhed in pain Luna redoubled her efforts, shaking the whole of the Carrion Cove installation.

"So be it," she said.

* * * * *

On the astral plane, Professor Xavier and Magneto could feel their companions' distress as though it were a palpable thing. As his daughter cried out in agony, Magneto assaulted the Shadow King's amorphous form with a vengeful fervor.

"Release her!" he demanded. The darkness coalesced around Magneto like a swirling maelstrom, the Shadow King's laughter echoing in his head.

"Fall back, Erik!" Xavier said.

"Never!"

The astral form of Charles Xavier shot through the billowing darkness like a beam of light, colliding with Magneto and pulling him from their adversary's clutches.

"He's baiting you into expending unnecessary energy, hoping to gain the time he needs to recover from our assault," Xavier said. "We must strike now. Decisively. But only where it will matter most!"

Though his mental fortitude was nothing short of astonishing, Magneto fought as though engaged in a physical conflict. Xavier knew better. He reached out beyond the illusions cast by the Shadow King, probing and evading the creature's mental defenses with the quickness of a hornet. He could feel the ebb and flow of his adversary's foul thoughts, like some churning bile filled river.

For a moment though, Xavier thought he felt something else... something on the edge of his perception. Watching. Waiting. Then it was gone.

Uneasy but unsure what to make of the fleeting sensation, Xavier quickly returned his focus. At last the Professor found what he was searching for, that portion of the monster's psyche that held his victims in thrall. It was like a thick mass of inky tendrils, a series of foul umbilical chords reaching from deep within the monstrous parasite's core into the ether beyond. Each strand had taken root in the mind of some poor soul the psychic fiend was in contact with. Their sheer numbers astonished Xavier. Even as the Shadow King took the measure of Magneto and Xavier's combined might, he was still playing puppeteer around the globe. Was their no end to his power?

"There!" Xavier said. His astral form darted forward, following one tendril in particular into the heart of the Shadow King's very self. A great wave of putrid darkness followed.

"No, Xavier!!" roared the Shadow King. "I will not be undone! Not by you!"

At the chord's end Charles saw the pale glow of Luna's captive psyche, like a tarnished jewel trapped within the Shadow King's tar like innards, serving as his anchor to the physical plane. Sever the link and his access to Earth would be shattered. As Xavier made ready to strike, the great wave ensnared him. Its touch was like tiny drops of acid poured directly into his mind.

"Now, Erik!" Xavier called, fighting through the pain, "strike with me!"

"Yes, Charles!" Magneto cried. His astral form practically exploding with power as he launched himself at the Shadow King. "If it requires every last ounce of my being, my daughter will be free!"

"NO!!" Desperately, the Shadow King directed all his might into a black spear of psychic malevolence and drove it into Magneto, even as the Lord of Genosha continued forward and struck with every shred of power in his being.

* * * * *

The Carrion Cove installation shook with the force of a tremor as Luna exerted her will on its great metal infrastructure. If she had to she would bring the entire place down, burying her adversaries and the thousands of mutants below under countless tons of earth and steel. Then as the structure collapsed, she and the Shadow King's prize would simply take their leave via the magnetic force globe.

Yet Luna was astonished to find the installation resisting her, refusing to buckle as though it possessed of a will of its own. Even as Tessa writhed in agony she was opposing Luna, fighting for control of her power. But no, it was more than that.

Luna, floating high above the Shadow King's throne, grew furious as her body quivered under the strain. "What's happening?"

"I am," Polaris said. "And this ends now!" The Lady of Genosha's arms were stretched wide and her cloak billowed voluminously all around. Her body was haloed by a vibrantly pulsating surge of electromagnetic energy, making her look like some kind of vengeful deity.

Even as a tiny strand of fear wrapped itself around her innards, Luna redoubled her efforts, channeling her stolen magnetic powers into the surrounding structure. Beads of sweat ran down her delicate face like ants, her brow furrowed in concentration.

Polaris matched her strength and countered, the unearthly glow around her intensifying. The installation continued to shake and tiny pieces of rock and debris fell from overhead.

"You'll never harm another soul, Luna," Polaris said, a hateful sneer marring her normally graceful features. "I promise you that. I won't let you!"

Luna was taken aback by the rage she saw in the woman's eyes. It scared her. She felt her powers weakening.

Havok and Solstice unleashed their mutant abilities on the outside of the force globe. The increased pressure on her power and concentration was making Luna's head pound. The globe began to fade. It was no good. They were far too much for her.

"Keep pushing!" Havok yelled.

Suddenly, a great backlash of psychic power tore through Luna and the assembled heroes. Luna's eyes rolled into the back of her head and Tesla's screams went deathly silent as her body spasmed. Unable to stay aloft, Polaris touched down beside Havok and Solstice, who clutched their heads in pain. The magnetic force globe dissolved completely.

"No!" Luna shouted, slowly sinking in midair, her stolen powers fading. "My lord, help me!"

But there was no one to answer her pleas. Her connection to the Shadow King had been severed, and with it her access to Tesla's magnetic abilities. Luna fell quickly, striking the side of the Shadow King's throne with a sharp crack and careening into open space.

"No!" Havok shouted, diving to the edge of the metal platform and lunging for her.

It was too late. He stared in horror as she disappeared into the waiting darkness.

Then his heart skipped a beat as he realized they were sinking too! Without the Shadow King's controlling hand, the great vortex of magnetic energy disappeared and the orbiting pieces of battered architecture and scrap metal plummeted downward.

Polaris wasted no time and dove over the side, using her own magnetic might to re-polarize the falling debris, halting tons of deadly steel in its path. Gently, she allowed the great field of scrap iron to slowly descend, taking special care to keep her companions stable and safe.

The shaft grew lighter as they went and soon they could make out the faces of the Acolytes on the ground below, tiny figures looking up in confusion and astonishment. Those Genoshans who had already been helped from their pods couldn't help but stare dumbstruck at the sight above as well.

The Lady of Genosha descended majestically from above, her emerald-green hair dancing lightly about her shoulders. Above her, she was encircled by what seemed to onlookers like a dark solar system in miniature, a great ring of subservient orbiting metal.

As Polaris eased her companions to the floor and stacked the massive scraps of debris against the far side of the complex, they were quickly surrounded. In their absence reinforcements had arrived, including a healthy sized medical staff - a portion of which was already tending to Luna's shattered body. As the remaining staff buzzed about, fussing over the fallen heroes - though with significantly less fervor when approaching the Inquisitors - Polaris turned to her daughter and Philip.

The two youths sat up slowly, Philip taking the young Genoshan heir in his arms in joy and relief. Tesla's face was wet with tears. Jacqueline hurried to their side and pounced on the pair of them.

Alex came up beside Lorna and placed a hand on her shoulder. The two smiled softly, then Polaris turned to face Professor Xavier and her husband.

"You did it, my love," she said, "You freed our little girl from-- No! Oh no!"

A hush fell over the assembled crowd, which parted slowly as the former X-Men hurried to their mentor's side. Charles Xavier leaned heavily over the side of his hoverchair, his eyes moist with tears as he clutched the Lord of Genosha's hand. Magneto's fragile form lay battered and motionless, slumped against the side of the chair.

"Erik!" Lorna cried, falling to her knees and cradling her husband's body. "No, no, no, no, no, no..."

"L-Lorna," Erik breathed.

"Oh, Erik," Lorna said, tears flowing freely. "Please hold on, please..."

"Too late...my love."

"No!" she screamed, her voice wracked by sobs. "No, no it's not..."

"Let me... s-see our daughter..."

Tessa, Philip, and Jackie already stood at the edge of the crowd. Tessa stepped forward, her eyes red with tears. She stared at Professor Xavier.

"It should have been you," she said quietly, her fists clenched tight. Then she screamed at the man. "It should have been you!"

"Hush, child," said Magneto softly. "Come here..."

Contessa joined her mother by her father's side and put her arms around the man's slender neck. She buried her face in his shoulder and cried softly.

Charles, said Magneto, his thoughts growing weak. I ask one last boon of you, old friend. One last act of kindness.

Anything, Xavier replied.

I ask that you let me share my dying thoughts with my daughter...

Of course.

As the mental link was established, Tessa could feel the warmth of her father's thoughts - a warmth that was fading quickly. Father? Tessa said.

...And that you enter my mind and share with her a portion of my life's memories. Contessa, my dearest, there is so much I want to share with you, so many mistakes I don't want you to repeat... so much love I want you to know.

Tessa couldn't bare it. Please stop, she said, her tears falling with renewed intensity.

Promise me you will learn from what has come before.

I'll try, father. I promise.

Once the mental link ended, Magneto reached up and gently brushed a lock of his wife's emerald-green hair from her face and smiled.

"Don't go," she said. "I can't--" she choked on the words.

"You will," Erik replied. "You're the s-strongest woman I've ever known..."

Lorna broke down in his arms, her body wracked by violent sobs.

"I love you," Erik said.

Charles Xavier looked down at the broken man by his side, the man who had been his oldest friend and fiercest rival for countless years. He saw Magneto not just as he was now, but as he had been throughout his life: as a young man, full of anger and passion, scarred by the horrors of his youth; as a supervillain, full of ambition and fury, determined to subjugate those who would enslave his people; as ruler of a nation, full of strength and even benevolence, helping generations to grow prosperous and free; as a father and a husband, full of love and sadness, cherishing his family above all else and willing to give all for their safety. Erik Magnus Lensherr had been many things in his life, some good, many bad, but always driven by his love for his people.

Charles Xavier looked down at the good man by his side, surrounded by his loved ones, and watched him die.

* * * * *

Time seemed to stand still. Thousands of Genoshans mourned the loss of their king, the Acolytes too dazed to continue escorting them from the installation. The Lord of Genosha was dead. It seemed impossible, surreal. Everyone was afraid to move, to speak, as though one wrong move and the nightmare would suddenly be real and not a dream at all. Surely it was a dream.

Amidst the crowd, Lorna Dane-Lensherr looked up at her former mentor in disbelief. "No, Charles," she said, "you can't!"

The man looked ashen and impossibly weak, like skin hung loosely over a skeleton. The dressing wrapped around his forehead was thick with both fresh blood and a heavy mass of dirty, clotted scabbing. In truth, he looked as though he were already dead; the message just hadn't reached his brain yet.

"I must, Lorna. Forgive me. This madness must end once and for all!" he said, his eyes bright with passion. "And if I do not try now, while Philip's gift still lasts..."

"At least take us with you," Alex said. "Bring us to the astral plane and we'll stand by your side as my brother and the original X-Men did."

Professor Xavier took his former student's hand in his own and smiled. "Thank you, Alex. That means more than I can say, but no. Your place is by your family's side."

Alex nodded silently.

Charles Xavier sat back in his chair and prepared his mind for the journey to the astral plane. One way or another, it ended now.

* * * * *

The astral plane was a roiling crimson sea of psychokinetic storms, the distant horizon seeped in shadow as Charles Xavier's astral self materialized. Somewhere nearby he could feel the putrid taint of the Shadow King's psyche. The creature's thoughts were like cold rust grating against the surface of the Professor's mind.

"Xaaaavier. You were foolish to return."

It felt as though Charles were waiting for a wounded beast to strike. The anticipation was electric. "Face me, Farouk!" the Professor demanded.

"Foolish, Xavier," came the Shadow King's voice. "Amahl Farouk was but one of the many identities I have assumed during my lifespan. The Shadow King is as old as time, my power the very essence of man's darkest and most base passions. Mankind, by his very nature gives me a limitless supply of pain and anguish on which to feed. I am eternal!"

"So you say," replied the Professor.

A sudden crash of lightning danced across the gathering clouds. Thunder roared in its wake.

"You pathetic bag of flesh!" the Shadow King said. "When your bones are dust and your entire life a distant memory, I will endure. You're less than nothing to me!"

"Yet still after all this time I live to oppose you," said Xavier.

"A fact I shall remedy shortly!" roared the Shadow King. The air turned black as pitch and from every conceivable direction long inky tendrils, each one lined with a series of jagged teeth, ensnared the Professor, cutting into his body.

"More games, Farouk!" said Xavier, dissolving the tendrils with a powerful burst of radiant energy that flared from within. He was disgusted. "A million shapes, a millions tricks and illusions to hide behind... to hide your fear of me, the one man who has always bested you!"

The whole of the astral plane was suddenly a great inferno as the Shadow King's voice boomed. "NOOO!! I will make you suffer as no one throughout the history of mankind has suffered, Xavier! I will spend an eternity drinking your pain before snuffing out your life force once and for all!!"

"You are a lonely narcissist with delusions of grandeur!" exclaimed Xavier. "And if I must, I shall remain on the astral plane and fight you until the end of time to keep you from meddling in Earth affairs ever again!"

The Shadow King launched himself at Xavier with the ferocity of a wild animal. Though an eternity spent trapped on the astral plane had taught him nothing if not patience, he thirsted for Xavier's death with a passion that drove him to frenzy.

Talons and teeth and darkness came at Professor Xavier from all directions, a churning maelstrom of pain. Xavier stood at the heart of the Shadow King's attack, taking the measure of his assault though the pain lanced across his mind like fire. Even as the creature unleashed its fury, Xavier sensed their earlier confrontation had taken more out of the Shadow King than he dared admit.

The Professor steeled himself. "You are an abomination, Farouk! The very antithesis of everything I have stood for my entire life. For too long you have preyed upon mankind, tainting all that is good and pure and hopeful! Well, no more! I promise you this, fiend, whether I live or die, your reign ends tonight!"

With that, Professor Charles Xavier turned inward, reaching deep into his very essence, gathering every last vestige of strength from his entire being, calling upon every ounce of amplified power Surge had bestowed upon him. He thought of Luna and Magneto, and all those he had lost over the years to the Shadow King's sickness. A burning flame of hate and disgust roared to life deep within Xavier's breast and he seized it, shaped it. His entire body was aflame with a magnificent red light that threatened to consume him.

Then the most powerful telepath on the face of the entire planet unleashed his full psychic potential.

A veritable atom bomb of power roared in all directions and it seemed as though the whole of the astral plane was nothing but a white-hot flash. The Shadow King's monstrous cry was drowned out, like a whisper in a maelstrom, his very essence flaking away as waves of telepathic power tore at him relentlessly. In a heartbeat it was over.

Xavier collapsed. Curled up in the fetal position, his astral from wracked by spasms and psychic aftershocks. He felt splintered; floating silently amidst a great, empty white canvas. The astral plane was a blank slate waiting to be shaped, for there were no other telepaths present to influence it. In the ensuing blast, Xavier had maintained enough control to shunt any other psychics off the astral plane. He and Farouk were the only ones to experience the full power of his attack... and now there was just Xavier.

"You were magnificent," came a dark but elegant voice. It sounded lustful in its appreciation.

The Professor looked up in astonishment. There before him stood a dark figure, like a smear of black against an infinite white expanse. The figure wore demonic plate mail with a sigil that seemed a tortured but elegant mass of winding Celtic ribbon. His opalescent blue skin was a stark contrast to the blood red balefire within his hateful eyes. Upon his brow a matching red gemstone was flanked by a crown of black crystal shards. His billowing cloak seemed to writhe about as if it were a living thing. The sheer sense of evil that clung to the new arrival was practically a physical thing.

Then the Professor realized, it was the same presence he had felt earlier on the astral plane. "Who are you?" Xavier said, reeling in confusion as he struggled to his feet.

"After such a resplendent display of power, you must be exhausted, my good Professor. Please, don't bother getting up," the stranger said. A smile that seemed almost too wide for his face spread across his delicate lips, even as his brow furrowed in malevolence. "For my presence is merely a precursor to your death."

From the folds of his cloak he produced a scrying crystal and held it before him. "We've been watching you for some time now," he said. With a gesture, a series of images from weeks gone by flashed across the surface of the crystal. "The Shadow King as well. I must confess we've been watching his machinations with particular interest..."

"We?" said Xavier.

"Come now, Xavier," the dark figure said, his words seeped with a dark and spiteful joy, "you're too dangerous a man to tell secrets to, even in your current state. Know that you have, in you own way, done us a great service this day. Though not as great as you're about to..."

"No," Xavier said, trying to focus his psychic power. "I'll stop you!"

"Rest, Xavier," the words were soft, seductive. "Rest forever, and take solace in the fact that we shall see to it your family is along to join you shortly."

The dark figure laughed as he thrust his fingers through the forehead of the Professor's astral form. Charles Xavier spread his thoughts as far and wide as he could, but what he intended to be a message of warning became instead nothing more than a scream.

* * * * *

Alex, Lorna, and all those assembled in the Carrion Cove installation were suddenly driven to their knees. A great, anguished wailing unlike anything they had ever felt before assaulted their senses. Every man, woman, and child clutched at their ears, attempting in vain to block out a sound that existed only in their minds. It was agony. It was sorrow. It was the last breath of the most powerful psychic the world had ever known.

The Inquisitors convulsed violently. Even in their weakened state, the dark twin's telepathy made them especially susceptible as Charles Xavier's death cry lanced across the ether. With Genosha as its epicenter the ghostly scream spread outward, like a ripple in a pond. There was no telling how far across the globe it would reach before it finally dissipated, the last vestige of Xavier's mind fading finally away into nothingness.

Fresh tears streamed down Lorna's face as comprehension dawned on her. She clutched at Alex, the strength in her legs suddenly leaving her. Alex pulled her close.

Philip fought back tears even as Jacqueline sat speechless. Contessa stared into space with wide-eyed astonishment, her heart racing so quickly it seemed ready to tear through her chest. She managed only a single word. "No..."

"The Shadow King..." said Philip.

"No, not the Shadow King," Alex replied, choking back his grief. The others, his family, they needed him to be strong. Now more than ever. "Something else."

As if in answer to the Acolyte Captain's words, his com-link squawked to life amidst a hail of static.

"Captain Summers!! Are you there, sir? Something's happening! Something's happening to the sky over the capital!"

"I'm here, Commander. Report."

"It's bleeding, sir! Broken! I don't even know. I think it's the end of the worl--"

The connection suddenly went dead amongst a distorted tumult of monstrous cries.

"Commander?" Alex said, shaking his com-link vigorously. "Commander!"

A fresh wave of fear washed over the crowded installation floor. A chorus of murmurs rolled from one side of the crowd to the other.

Captain Summers turned to his remaining Acolytes, battered and weary. They looked as though they were on their last legs, yet not a one of them shied from his gaze. A young Asian girl with a shock of fine white hair stepped forward.

"You don't have to say a word, sir," said Yumiko. "We're with you."

Alex stiffened his bottom lip, attempting to maintain a veneer of calm command. He felt privileged and proud. Some small measure of the weight pressing down on his heart grew lighter. He couldn't help but wonder if this was how he and the X-Men had made the Professor feel in their day. He hoped so.

Having given the word, Captain Summers and his Acolytes formed rank, then made their way to the surface.

* * * * *

At first there was pain. Then, an incredible lightness of being. Soft voices. Joyous warmth.

"Will you come back for me? When it is my turn will you retrieve me?"

"There is one more major task that you must fulfill. When that time is complete, we shall be there to greet you."

The words echoed from a time months before. Charles Xavier opened his eyes. "Warren?"

"Yes, Professor," replied a song-like voice. "As promised, I'm here for you." The spirit of Warren Worthington III appeared, his angelic beauty making the Professor want to weep. The spirit's aura washed over his former mentor like a gentle wave of indescribable warmth.

Warren gently took Xavier by the hand and lifted him up. "Scott, and Jean, and Bobby are here as well."

Then he saw them, his former students, the first X-Men, just as he remembered them when they first joined his School for Gifted Youngsters. Xavier cried as the trio embraced him.

"Oh, my children," Xavier said. "There's so much I've wished I could say to each of you since you've been gone."

"It's okay, sir," Scott smiled, a warm twinkle in his brown eyes. "We have time."

"Come, Charles," said Warren. "We must away."

"But wait," said Xavier. "Before... you said there would be a major task I must complete. Surely this can't be it. That creature, my death. I don't understand."

"Great men seldom understand their own legacy," replied Warren, smiling softly.

"'Tomorrow', Professor. As always, the things we do and the fight we fight are not just about today, but also - and perhaps most importantly - about tomorrow."

* * * * *

Contessa Danae Lensherr sat atop her father's throne. The Queen Mother, Lorna Dane-Lensherr, stood silently by her side. The Genoshan audience chamber was filled with a small handful of heads of state but otherwise remained largely empty. An elderly mutant walked down the center aisle towards the throne. In his aged hands, he carried a satin pillow upon which rested a shimmering crown of purest silver.

Outside the capital building, a blood red sky stretched oppressively overhead. Even now, Contessa's loved ones were combating countless unnamed horrors, fighting for the lives of everyone in Genosha.

As she bowed low and the crown was placed on her head, the young Queen wept openly. As much as her whole life had been spent preparing for this moment, she didn't want it anymore.

"Promise me you will learn from what has come before."

Contessa wept softly as she considered her father's final words and looked back on his life, not through her own eyes but through his. Contessa saw the scars of her father's past, the atrocities he had committed in the name of mutant rights. It startled her, but she felt sorry for him as well. She saw Charles Xavier as a young man and felt her father's admiration for him, despite their many differences in years to come. Tesla saw herself as a young girl in her mother's arms and felt the overwhelming joy Erik Lensherr had experienced as a father and a husband. Tears streamed down Tesla's face with renewed intensity.

Though Magneto was gone, his daughter could still feel him when she closed her eyes. Some small piece of him remained that was more than just a shared memory. Charles Xavier had given her a gift she would never be able to repay. But she would try.

For the sake of both her father's dream and for Xavier's, she would try.

A BEGINNING.

Issue 5

"Hell on Earth" continues in Spitfire #35

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