A/N: Special thanks to my ever helpful Beta 2wingo for your great suggestions and editing skills in making this chapter happen. Enjoy!

Chapter Nineteen: Enemies of Millennia

“As you can see, Mr. Worthington, everything here is state of the art.” Essex led Worthington across the lab, pointing out various devices and eloquently explaining their function.

“It’s all very fascinating Professor—er—Doctor Essex. But I still don’t understand what you’re doing with my father’s laboratory. This is not why he hired you.” Warren couldn't explain why, but Essex gave him the creeps.

“That is where the limitations of your human mind truly hinder you, Warren.” Sinister tapped his forehead and a red diamond shape began to appear, his skin becoming bone-white.

Angel began to back away cautiously. “We are not exactly working for your father--though his financial resources have been useful.”

Angel might have disagreed with his father in many things, but he did know that his father had good intentions. He truly wanted to help those mutants who could not cope with their abilities. With righteous anger on his father’s behalf threading itself within his heart, Angel spread his wings, ready to come at Essex in a flying tackle, but he found his feet molded to the floor. He looked down, and began to panic when he saw the soles of his shoes seemingly glued to the tile. Frantically, he tried to lift them.

“It is a fruitless effort, Warren. Allow me to assure you on that score,” Sinister said in a dry tone laced with boredom. “The moment you walked across the threshold, your shoes acquired a thin layer of sealant.”

“Thanks for the tip,” Warren said, bending down and quickly unlacing his shoes.

“Naughty, naughty. We’ll have none of that,” Sinister said, pulling out a dart gun from the inner pockets of his white lab coat. “A valiant effort, but ultimately fruitless.” He took careful aim at Angel's exposed neck and fired the tranquillizer.

“Do not be concerned,” said Sinister, kneeling near his victim. “When you awaken, you will be a new man. You shall be powerful beyond your dreams.”

“And I’ll be sure to use that new power to kill you first, you sick monster,” Angel grunted. He lost consciousness which caused his wings to instinctively retract.

Sinister sighed with a wistful shake of his head. “It’s so hard to find willing test subjects now-a-days.” He bent over and lifted Angel with little effort from the floor sans his sneakers and tossed him over his shoulder. Sinister didn’t care for doing the grunt work, but when he needed to utilize his brawn over his brains he was fully capable.

Apocalypse’s machine was ready for the creation of Death. Being a slave to Apocalypse was never high on Sinister’s list of priorities, but the opportunity to learn untold secrets of the human genome was too great a temptation. And Apocalypse’s futuristic alien technology was second to none. Such a chance would prompt even Nathanial Essex, proud as he was, to play the part of a servant, if only for a short while.

He strapped Angel’s unconscious form into the machine and connected the intravenous lines that would begin the process of transformation. A little more complicated would be the insertion of the neurologic inhibitor at the base of his skull, but still no challenge for the world's greatest geneticist. The device would increase communication amongst the cerebellum, the cerebrum, and the medula oblongata in such a manner that trivial things like morality would no longer be an issue with one of Apocalypse’s horsemen. It was a shame that he hadn't such devices when he'd performed Remy’s brain surgery.

OOOOOoooooOOOOO

Gambit cleared his throat uncomfortably. The weakness he had felt from Famine’s power over him had faded considerably as he was coming with them of his own free will. He had to wonder at the wisdom of his actions. Normally, he wouldn’t depend on anyone else getting him out of a bind. Remy LeBeau was fully capable of taking care of Remy LeBeau, but frankly, he was starting to feel a bit out of sorts.

Thief was certainly a safer occupation by far than Super Hero.

He wasn’t sure what would happen to him, but he figured he’d be better suited for dealing with whatever trauma awaited him than Rogue. She was one traumatic experience away from a psychotic episode. And as she was his wife—never mind the questions of legitimacy—he felt obligated to act in her best interests.

The thought of her losing him as a husband—valid or not—might send her over the edge. Maybe he should have thought about that before volunteering.

“Do not lag behind,” Pestilence hissed.

Gambit hurried up his pace, but his thoughts were still troubled. He began to think about why he’d agreed to become a member of the X-Men to begin with, and it wasn’t to second guess every decision that came upon him. He was proud to be one of the X-Men so he could do everything in his power to protect others.

They turned down a dark corridor that didn’t seem to be part of the laboratories.

“Thy thoughts are correct,” a deep voice called out. "Thou hast left mine laboratories behind."

“Lord Apocalypse,” Famine said with a stiff yet respectful bow at his waist. Pestilence mimicked his action. “We have brought the one you have requested.”

“There is only the thief of common materials. Why have you not brought the thief of souls?” the voice asked.

“Petit had another place to be, so I graciously accepted the vacant position,” Gambit answered, flashing his trademark cocky grin.

A large, looming figure stepped out of the shadows. He seemed a perfect fusion of organic and robotic. His skin was an odd sheen of pale purple, and he moved with a boldness that spoke volumes; this man, if it really was a man, hadn’t faced a foe worthy of challenge in some time—if ever.

“Suppose you’re Apocalypse?” Gambit asked.

“Am I to understand, Gambit, that thou art volunteering to be one of my honored Horsemen?” Apocalypse asked, raising what passed on him for an eyebrow.

Gambit was good at being cool under pressure, but he had to admit that at this moment even he was a bit unnerved. From the depths of his soul, he could not imagine a being that by sheer presence could command more awe. Or more fear.

“It sounded like a good opportunity at the time,” Gambit answered. He really didn’t like depending on other people, but if he didn’t get out of this mess fast, he’d have to count on Rogue and the Canuck to rescue him. And if his brother ever found out that Remy LeBeau had to be rescued, he’d never have a day of peace again.

His hands began to slide toward his pocket where he had a whole deck of cards waiting to be utilized.

He’d have done some serious damage too if his body hadn’t been overcome by a sense of extreme famine and fatigue.

“You would dare to assault the great Apocalypse?” Famine roared—his whole body was engulfed in an angry green aura.

“Calm thyself, Famine,” Apocalypse said, raising his hand. The green flames surrounding Famine faded, but his power remained strong against Gambit. “Your new brother has yet to understand.”

“He is acceptable?” Pestilence asked with a doubtful expression.

“He will suffice. Sinister should be finished with my Angel of Death. Take Gambit to the machine for the transformation,” Apocalypse said, walking away. “And no sedatives. We are not yet sure how the machine will react with his particular anatomy. Wouldn’t want anything exploding.”

Pestilence cringed at Apocalypse’s order, and looked at Gambit in a way that was almost sympathetic.

That worried Gambit.

“The process not be much of a picnic?” he asked, trying to hide the apprehension in his voice.

“The pain will be excruciating,” Famine said, pulling Gambit forcefully by the arm.

“Where we going?”

“To the lab.”

“Where we now?”

“Lord Apocalypse’s ship,” Pestilence said giving him an odd look. She then shook her head and her expression blanked. “No more questions.” She then laid her hand over his eyes and his vision vanished.

If there was something Gambit feared it was the concept of blindness. Pride was no longer important to him at this point. And he’d admit that he sincerely hoped that Rogue and Wolverine had his back and would find him soon and put an end to all this. Heck, he wouldn’t even mind if Sabertooth came charging in for the rescue! And afterwards he’d go to a nice casino and purposely run up a table of Texas Hold’em and drink all the free liquor that his liver could handle—and possibly more.

The corner of Remy’s lip twitched upward into an almost-smile.

A sharp elbow to his ribs knocked out the air from Gambit’s lungs and he found himself gasping.

“A smile does not become the spirit of War incarnate,” Famine hissed.

OOOOOoooooOOOOO

“So,” Rogue said, shifting her feet uncomfortably and angling her body away from Phoenix to hide a bit behind Logan’s large frame. “What did you have in mind, exactly?”

Jean reached out and grasped Rogue’s head with her hands. Rogue wanted to back far, far away from the possessed form of her former teacher, but found herself paralyzed. Soon, many thoughts rushed through her mind; memories that were not her own, feelings that weren’t hers, a sense of power that didn’t belong to her. Fire of an immense strength seemed to engulf her entire being. Then, without warning, all the background noises that Rogue had fought to ignore and compartmentalize over the last few years since her powers first manifested were silenced. The fiery invader of Phoenix erased the foreign memories.

“Is your mind more at peace?” Phoenix asked.

Rogue nodded, unable to speak.

Jean removed her hands and folded her arms across her chest with a smug expression. “Such a simple action on my part has now created a great warrior.”

“Great warrior?” Rayne scoffed. “You’re talkin' about the skunk head, right?”

“Silence,” X-23 whispered loudly.

Jean glared in their direction and Rayne held her hands up apologetically. “Sorry. Just ignore me.”

“You have already been forgotten,” Phoenix said, focusing back on Rogue and Wolverine.

“You okay, kid?” Logan asked, a hint of concern in his voice. Cautiously, he reached out to touch Rogue’s clothed shoulder.

Rogue caught his hand and held it against her cheek. Wolverine stared at her with a shocked expression. “Your powers aren’t working?” he asked.

“On the contrary,” Rogue said. “I just siphoned off of you without you feeling the effect.” She grinned over at X-23, then held out her hand with fingers extended. X-23 began to rise into the air and Rogue then transformed into the image of Rayne. “It seems I can access all the powers I’ve ever used, including Magneto's and Mystique's.”

X-23 was set back upon the ground and Rogue morphed back into her true form.

“Incredible,” Wolverine said rubbing his fingers together. There was no sensation of weakness or pain from Rogue’s touch.

“That is not to say that she cannot hurt others with her touch. But now the effect will be a conscious one,” Phoenix said in a bored tone.

“Come,” she said, taking hold of both Logan and Rogue’s elbows.

“What about us?” Rayne asked.

“You are unnecessary, and now would only obstruct the mission as collateral damage,” Phoenix declared before a ball of blue energy surrounded X-23, Warpath, and Wolfsbane. “Leave,” she said before the ball of energy carried them racing down the hall and out of the building.

“You didn’t have to do that, Jean,” Wolverine said fighting back a growl.

Phoenix shrugged and said, “I, Phoenix, would have destroyed them. It was your Jean that asked me to let them outside safely.”

“Can I talk to Jean, Phoenix?” Wolverine asked cautiously.

“We have the destruction of the world before us and you wish to hold a conversation with the woman who left you to marry another man?” Phoenix asked with a sneer. Wolverine bristled, but held his tongue.

“Technically, she and Scott were only engaged,” Rogue pointed out.

“Child, do not annoy me. The control over your power can easily be taken away, should I deem it so,” Phoenix warned.

“Right then, let’s go kill us a million-year old terrorist,” Rogue said taking to the air and hovering above both Wolverine and Phoenix. She’d intended to break through the telekinetic barrier Jean’s alter ego had set up, but thought maybe that would be a poor judgment call. Even though she could feel Jean’s powers within her and had the ability to break the barrier she thought that maybe it would be better if she waited until Phoenix clued them in on the plan. “I cooled my horses, but the Calvary needs to arrive before all the good citizens wind up dead.”

“Logan,” Jean said touching her fingers to his jaw. “This time it’s me. I know Phoenix is dangerous, but she really does know what she’s doing.”

“I don’t even understand what this Phoenix is,” Wolverine snarled, covering her hand with his.

“She's as old as Apocalypse, maybe older. Her home and Apocalypse’s is light-years from Earth, but she vowed to destroy the evil of Apocalypse thousands of years ago in Egypt. He chose as his avatar the first human mutant, a being named En Sabah Nur. She would have succeeded, but somehow he thwarted her attempt and instead they both ended up entombed for thousands of years. And to sum it up, they both escaped and he found certain mutants like Sinister whom he could manipulate to destroy humanity,” Jean explained withdrawing her hand.

“So, how did you end up sharing your body with Phoenix?” Rogue asked landing next to them.

“Phoenix wandered the earth as a spirit for centuries. She rose from her imprisonment much earlier than Apocalypse. However, her original host had perished and she needed to find someone suitable. And it seems that she chose me. Phoenix explained to me that I am the only physical body in this universe that could properly house her spirit and my own and possess the abilities necessary to destroy Apocalypse.”

“Okay, I get what Apocalypse wants," Wolverine said, "but what does Phoenix want, Jean?"

“She only wants to rest,” Jean said softly. Her eyes flashed crimson and her expression hardened. “Now, if we can carry on to the mission before Apocalypse succeeds in destroying your world,” Phoenix said. “And before the Shi’ar discover I am alive and decide that I too am too great an entity to be allowed to live.”

Wolverine nodded and said nothing. But silently, he thought, What does she mean by the first 'human' mutant?

OOOOOoooooOOOOO

Mystique looked over her shoulder once more, a feeling of unease in the pit of her stomach. She didn’t know what Jean Grey had planned, but neither did she see any need to cross the telepath. She closed her eyes and willed the uneasiness away, focusing once more on the computer screen in front of her. One of her most valuable skills was infiltrating networks—physically and mentally—and bypassing the firewalls of this computer system was relative child’s play to her.

She wasn’t sure what Sinister was up to, but she knew he was involved. Her history with the long-lived mutant went back to the mid-19th century when he was equivalent to Darwin in the scientific community. Essex’s reputation didn’t follow him with the same notoriety as Darwin’s—as a matter of fact it didn’t follow him at all—but those in the field knew him. Darwin may have been a radical, but at least he was a man of God. Those who knew Essex would not suspect him of any such virtue, or restraint.

And by all accounts, he hadn’t changed much in the last 150 years.

All she could gather from the genetic manuscripts was an investigation in manipulation of mutants to form a super mutant. Apparently, he was also very interested in cloning. None of that told her why such a man would be interested in working on the “Cure” for mutants, when his obsession with mutant superiority surpassed that of Magneto.

“Found what you need yet?” Sabertooth asked with an anxious edge to his voice. His restless nature had worsened since he picked up the scent of Wolverine.

“Calm yourself, Victor. You will see James soon enough. I need to know what we’re getting ourselves into.”

“Middle of a war, doll. What else?”

Mystique ignored him and continued reading the different files until she finally found one that might be of use: a series of blueprints that outlaid the structure of the research facility. “I've found it," she said. "The next mission parameter will lead us about 1500 yards from here. We’ve been close the whole time.”

Sabertooth snorted derisively. “I could have told ya that.”

“Yes, well now we know why we’ll be going there and not walk in blindly and find ourselves dead.”

Sabertooth sniffed the air and said, “We ain't going there alone.”

“You shall not go at all,” a deep voice answered.

They turned around to see a fearsome, angelic being with metallic-blue skin and enormous, razor-sharp wings.

“And who’s gonna stop me, runt?” Sabertooth asked, cracking his knuckles and extending his clawed nails.

“Death,” the angel answered calmly. With incredible speed, it sent a shower of deadly blades directed at Sabertooth.

Mystique took the opportunity to turn herself into a rat and slip out of the room unnoticed. Sabertooth could take care of himself. And even if he died, his mutation would eventually bring him back—probably.