I'm fine, Aunt May," Peter said. He had returned to the Daily Planet after his encounter with what appeared to be Iron Man. Shortly thereafter, he called his aunt from Lois's desk to make sure she was all right, and to let her know he was fine. "I'll probably be out all night, since Mr. White and Mr. Jameson want the best coverage in the paper tomorrow." "Be careful," May replied. "Don't get yourself into any trouble just for a picture."

"Will do," Peter said. "Bye." He hung up the phone and turned to Lois. "She's fine."

"That's good," Lois said. "How about you? Did anything happen while you were out?"

"Well, Iron Man attacked Spider-Man, but Jimmy was following that, so I went to get some pictures elsewhere."

"I thought Iron Man was a good guy," Lois replied.

"Oh, he is. You see, Spidey later found out from the Avengers League that the 'Iron Man' that attacked him was a robot controlled by the Manhunters."

"This has been one strange night . . . "

Just then, the building rocked.

"What was that?!" someone shouted.

Peter felt his spider-sense go off. "Something's wrong," he said.

"How do you know?" Lois asked.

"I just have this feeling. We're about to be in some serious -- "

Peter was interrupted by the sound of crashing glass. People looked around. The newly replaced windows in the City Room were fine.

"Jameson," Lois muttered. "This is probably one of those tricks to convince him to sell. What do you think Peter?" She turned around, and Peter was gone. "Peter?"

---------------------------------------------------------------------------- ----

A few stories above, J. Jonah Jameson was hiding under his desk. He was afraid for once in his life. He was afraid of the green skinned creature who had crashed into his office. "Come out, Jameson," the creature said, in a deep voice. "I know you're in here. Hiding under your desk is not going to help."

"Wh-who are y-you?" Jameson asked.

The green skinned creature smiled. "I am the Green Goblin."

Jameson stood up behind his desk. For the first time, he saw the truly grotesque creature standing in front of him. His skin was a dark green, somewhat subdued. He wore purple pants and a purple cape. His shirt left the middle of his chest bare. The belt around the Goblin's waist was green, with a medalion or something similiar as the buckle. He was standing on a glider.

The Goblin glided closer to Jameson. "Right now, I'm working for Norman Osborn. He wants you to sell the Daily Planet. You're making it very difficult for him to obtain this newspaper, and so, I am supposed to convince you to sell, anyway I can."

Just then, Spider-Man swung in through the broken window and knocked the Goblin in the back. "Hello. I'm Spider-Man, and I'll probably be kicking your butt for the next few minutes. Might I have the privlege of knowing who's butt I am kicking?"

The Green Goblin turned around and fired a blast of orange energy at Spider- Man. Spidey couldn't tell if it came from his hand, or where.

"I am the Green Goblin," replied Spidey's adversary. "Remember that, for it will be the name of the one who will finally destroy you."

"I take it you've heard of me?" Spidey asked.

The Green Goblin sped on his glider, and knocked Spider-Man out of the office. "I guess you could say that," he said with an evil chuckle. Looking down, he saw Spider-Man holding on to the side of the building. That was the last thing he saw before he found webbing in his eyes.

"That's it!" the Goblin shouted, ripping the webbing off. "I was just going to let you go for now, Spider-Man. But now, you've made me mad!"

Spider-Man knew that the fight had started, so he jumped off of the side of the Daily Planet and began webslinging away, hoping to draw the Green Goblin with him. He was right. The Goblin followed.

---------------------------------------------------------------------------- ----

Cody Driscol looked around. He was back home. Looking at his watch, he had only been gone an hour or so. That's cool. I ran to the state line, and I'm not even tired. He ran inside. He reached his porch in less than a second.

Cody was unaware of the shadowed figure watching him from across the street.

---------------------------------------------------------------------------- ----

"No way, where is he?" Spidey mumbled as the he stuck the building wall, high above Manhattan. Green Goblin was gone, vanished behind the web-headed hero, the minute he turned his back. A strange sensation tickled him from behind, like he was being taken for a big fool. Suddenly, fireworks exploded from behind his back, sending him falling down stories to the ground. Spider-Man spun a webline which attached to a nearby pole, and swung back up to face the Goblin, spinning a ball of hard web.

"What can I say? Let's see . . . how about, take this?!?!" The costumed hero smashed Green Goblin in the face with the web, sending the villain falling down to the rooftops. Landing on his back, he rolled over, as the pain became to obvious to bear. Spidey somersaulted down, and landed on his two feet. He was getting too tense, the battle with the Iron Man prototype had worn him down*. And the city was still in blackout, thanks to those Manhunters. Already, looting and crime were already rampant, fires already burning, no one to turn to . . . not good a one night for a hero, especially a relatively new one.

(*See Spider-Man #11 for details)

"No one messes with the Spider-Man! Still the champ-i-o-n! . . . uh . . . hey, what's up with you?"

The Green Goblin began to grab himself, as if something began to tear him apart inside. Spidey moved closer, as the villain seemed to be in pain. He tried to reach out for the Goblin, face lowered, and tortured face hidden from view. Suddenly, Spidey found himself face to face with the mask of terror.

The mask of the Green Goblin.

"Ha...haha...hahah...HAhahaAHAhaha!!!" He grabbed the Spider-Man by his costume, and smashed him on the floor. "I didn't think you'd be dumb enough to do something like that," the Green Goblin mocked, lifting the stunned Spidey dangling in his arms. "After facing all those useless twits you call villains . . . this is all you can give me? Answer me! Give me all the reasons why I shouldn't leave you crippled . . . because the Goblin can."

He sent Spidey crashing into the water tower, and then summoned his glider to him.

"Best advise you, my dear arachnid friend," the Green Goblin said, as his Goblin-glider began to lift him high above the skies. "You take my warning seriously--otherwise . . . " He threw a pumpkin bomb towards Spider-Man and missed. Well, not really. Gunpowder began to explode across the rooftops, sprinkled by Green Goblin when he fell in pain.

" . . . otherwise may not be so much better than you think."

Spidey, dazed, watched as the Goblin began to fly off. "NOT so fast," he muttered, going after the costumed villain. He fired a webline onto the Goblin's glider, dragging his wing down.

"Hah! Didn't listen, didn't you?!?! Well, no matter," The Goblin shouted as he flew directly towards a building, then swerved up, hoping to smash Spidey on the wall. At the spur of the moment, Spidey lifted his feet and began climbing (or walking sideways against the wall) quickly upwards to the sky. At the top of the building, with no ground to stay on, Spider-Man leapt and somersaulted, landing behind the Green Goblin, riding on the glider.

"Hey, ugly," he whispered, punching Green Goblin as he turned. "I don't think I'll be needing your warning!"

The two began to trade punches, as the glider began flying upwards to the atmosphere. Spider-Man began to estimate how far they were from the ground, as the Goblin swerved the flying contraption back down. The air pressure began to get to Spider-Man, as they both began to plummet to the ground. Suddenly, the Goblin laughed wickedly, as if he had moved the webcrawler in a position he couldn't get out.

"Let's just say, in every battle, one must take a precaution." The part of the glider where the Green Goblin was separated from Spidey, as he began to fall down to the pavement. Spider-Man's ears began to ring, either the laughter of the Green Goblin, or the sound of the engine letting out a long wail of mechanical agony.

As seconds ticked away, Spidey's senses began to flare up in panic.

"Ohhhh ggggrreeaaatttt!!!!" After connecting a circuit, the separate Goblin- glider began sped up even faster. Falling, a strange sensation ticked from behind his mind, motioning him to connect one last circuit . . .

The glider suddenly stopped in mid-air, propelling Spidey to stick to the walls of the building. "Oh . . . I think I'm going to puke . . . " From above, he watched the Goblin look down on him. Grabbing reign of the mobile glider, Spidey controlled it to come up after the Green Goblin.

"What a fool you are . . . did you think I didn't rig myself in case one of my foes decide to use my inventions against me??"

The glider exploded in mid-air, as Spidey flipped sideways, few feet away from the Goblin's flying contraption.

Spidey then grabbed a cartridge of the web formula, and threw it at the glider, plugging its engine as the heat melted the plastic intolerably. "Finally, some potential challenge," Green Goblin cackled, as his Goblin Glider began to descend downwards. Spider-Man swung upwards to meet the opposition, grabbing his enemy.

"Now, who's the Spider-Man?" He asked mockingly, as he began to spin a webbed parachute.

Suddenly, the Green Goblin brought him face to face once more with Spidey. "Tell me, my powers were that enhanced of mine own self . . . I am twice the man I was. And only one man is needed to crush a spider."

Pushing Spidey upwards, he turned the clogged engine aiming at the hero, and turned the engine thrust to full power. As the explosion seared Spidey's chest, burning his emblem, the webslinger kicked himself from the glider, leaping over a spot where the Goblin wouldn't stand a chance of being able to hit him.

Spider-Man came crashing down on the Green Goblin, and they both fell to the ground far below them. During their descent, they separated, and Spidey lost track of the Goblin as he himself hit the ground hard.

As he pried his head out of the pavement, he looked around. Oh, man, he thought. I know this place. It's Vic's neighborhood!

Standing up, Spider-Man heard a familiar voice behind him.

"Problems, Spidey?"

The heat vision in Spidey's mask allowed him to see the outline of The Shadow. "Sorry if I bothered you, man."

"No problem. I was already coming out. So, what's up now?"

Spidey sighed. "Earlier tonight, I had to deal with an Iron Man robot that had been co-opted by a group of mechanical aliens called the Manhunters. Now, some guy called the Green Goblin attacked the Planet."

"Part of the takeover?"

Spidey nodded, slowly stopping. He was usually still and quiet. "Hear that?"

"Hear what?"

"Sounds like a rumbling."

"Possibly another of these 'Manhunters'?"

Just then, a mechanical humanoid landed just behind The Shadow.

"DESIGNATE: SHADOW. I am Sentinel Prime, designed to single out mutants, and exterminate them."

" . . . right, like I'll let you do that," Spidey said, groaning behind his mask. "Look, I've a really bad hair day . . . do you mind if we just walked out?"

"NEGATIVE: imperative assault required. Super-human power leveled entity detected with mutant . . . eradication if necessary." The Sentinel Prime's eyes began to glow fiery red, as Spidey and the Shadow dodged the blast. "I'd say your day's about to get worse," the Shadow said.

{Sorry about this.}

"TARGET: ability being used. Neutralization required. Gathering data on DESIGNATE: SHADOW. Data downloading . . . " The prototype's eyelids began to coat itself with heat vision.

"TARGET: cease resistance. PROTOTYPE is programmed to work for the safety of humankind . . . mutant activity and offenses must be 'DELETED'."

"Hey what are superhero friends here for, if there aren't any superhero . . . er . . . villains," Spidey yelled, as the Sentinel Prime began firing laser beams all over the place.

{Hey, Vic! Don't concentrate on hiding yourself, I think he already knows-- }

{I know.}

Spidey and the Shadow held back, and ran into the darkness of the alleyway. The Sentinel placed another coat of infrared over the heat vision, and began calculating Spidey's moves.

"Super-human powered entity, calibration locked." Spidey crawled by the walls quickly, as the Sentinel Prime weapon continued its assault. Grabbing a garbage can, the wall crawler leapt behind the robotic menace.

"Hey--say nighty-night!" He smashed the garbage at the Sentinel's face, just hoping that . . .

The Sentinel Prime prototype stood before Spidey, staring unemotionally into the hero's face.

"Uh . . . hi?"

Suddenly, laughter began to echo through the alleyway, distracting the robot from even doing what it planned to do. Spidey stepped back, and searched for something that could just be able to shut down the Sentinel Prime. "DESIGNATE VOICE SIGNATURE: SHADOW. Locking . . . "

It then grabbed something invisible to the wall beside it, and threw it across the pavement. The Shadow cringed, as he felt himself overpowered by the Sentinel, his legs growing numb.

"DESIGNATE: SHADOW. Elimination sequence begin . . . "

"Get it over with then . . . "


" . . . somehow, you won't."


{Spidey, I need...!!!}

The Shadow closed his eyes, then heard a loud metallic sound smashed against cold steel. He opened them, and found Spidey sighing, as a steel crowbar was jammed into the Sentinel Prime's back. He examined the circuitry on the board, as the Shadow relaxed a bit on the ground.

"Hey, cool . . . I bet I know what to do with this," Spidey exclaimed, taking the crowbar off, and tinkering with the circuitry.

" . . . how do you know how to do that?" Vic asked, as the wallcrawler adjusted the plugs.

"I was, or still am, a nerd, Vic. Don't dis me."

"Er . . . It never occurred to me until now, since we've been fighting for our lives . . . but why's there a sear on your chest? Oven explode on you?"

"In the Goblin fight. Something like that."

Once completing his adjustments on the Sentinel Prime, it began to shake back to life. Turning around, it spotted Spidey and the Shadow in its plain view.

" . . . NON-MUTANT ACTIVITY in this vicinity. VERIFYING SOURCE . . . SOURCE has established contact with mutant DESIGNATES: UNVERIFIED.

The Sentinel flew off, and The Shadow stood up, dusting himself off. He turned to Spider-Man.

"I hate to run off right now, but I have to stop that thing."

Spidey nodded. "Go," he said.

The Shadow ran off after the Sentinel, thinking, He can take me to those 'X- Men' I heard about on the news . . .

---------------------------------------------------------------------------- ----

They gathered in the corner of the alley. Julio Richter, Everett Thomas, Frances Kane, Adam Berman, Jubilation Lee, and Kitty Pryde had all been wandering the streets of New York City since their school in Westchester had been destroyed.

They were all huddled together, trying to stay away from the Manhunters. Another big concern in their minds were mutant haters. For a week, they had been thrust into a world that truly hates and fears them.

Suddenly, they heard footsteps.

"Please just go by . . . please go by . . . " Jubilee muttered.

The six tried to press against the wall, hoping that whatever it was could pass them by. They didn't want another encounter with a Manhunter.

Alas, the footsteps continued to grow louder.

---------------------------------------------------------------------------- ----

He peered out from the manhole, looking out at the chaos on the streets. He could see looters running around. Clark's not going to like this. Climbing back down, Henry McCoy turned to face his partner, and longtime friend, Jean Grey.

"So, it's bad?" she asked.

"Very bad," Hank replied. "Looting all over the place."

"We should get back to the others. They need to know what is going on."

"But why? What are we going to do? We are outcasts. Our mentor is dead, and somehow we've banded into a mutant task force. What are we called . . . the X-Men?"

The two began walking back to the tunnels from which they came.

"The press gave us that name, and Clark seemed to like it," Jean said.

Hank frowned. "The press. Hmmph. What do they know? And how exactly did we all get on this team anyway?"

"Hank, you do realize that if Xavier was still alive, we'd be in this team anyway?"


"Why do you think Xavier called everyone back? Clark was going to be the leader. However, Xavier was hoping to have a couple more of his original students, as well as being around to mentor us."

Hank sighed. "Well, I'm in this for the long haul, I guess. C'mon, Callisto left the lights on for us."

---------------------------------------------------------------------------- ----

Back in the Morlock tunnels, Iceman was lying on the cot that he had been using for a bed. For the past week, the same dream had been haunting his dreams. Unfortunately for him, it was still around. It began with an event he wished was a dream - the destruction of the Xavier Institute of Higher Learning. However, he knew that the large majority of his dream was based in truth.

Looking around, he saw the mansion in flames. He could tell that Clark was shouting to him. Iceman ran over and began helping him lift Morph, who had been badly injured.

The next thing he remembers is a flash of light, and suddenly, the mansion is gone. At first, he thinks it's been completely destroyed, but then he notices that the fire is gone, and they are in a damp room or something.

By this time, Morph is able to stand mostly on his own, and so Clark and Bobby put him down, letting Sarah assist him in walking.

Just then, the darkness is lifted, and the X-Men can tell that they are in a tunnel. Standing in front of them were a homely little woman, and a bunch of odd looking people and creatures.

Iceman could tell that Clark muttered something. It was like he knew who these strange people were. Clark was communicating with them, but Bobby couldn't tell what was going on. He was in a daze.

The next thing Iceman knows, the X-Men are following these people.

And then, the border between dream and reality starts to get fuzzy. Every time, the dream is different here, and Bobby can never remember if any of the scenarios were real.

As the X-Men were walking, Iceman noticed the walls were moving. He stopped, and tried to look. Suddenly, a monster popped his head out.

"BOBBY! WAKE UP!" it shouted.

Bobby woke up with a start, glad that the dream was over, and saw Clark standing over him.

"Hey, man," Clark said. "Hank and Jean are on there way."

---------------------------------------------------------------------------- ----

Hank and Jean returned to the main tunnel. Callisto sat in a chair in the center of the room. The other X-Men were standing around. "Well?" Clark asked. "How is it?"

"I'm not sure," Hank replied. "I keep seeing rioting and looting, but I can't ascertain the true cause of it all."

"I have also heard similar reports from my Morlocks," Callisto interjected. "They said something about machine men running around above ground."

The X-Men looked at Clark. "We might as well go out and find out what's going on," he said.

"But what about the anti-mutant hysteria?" Iceman asked.

"If something major is going on up there, I don't think they will care about trying to stop us," Clark replied. He turned to Jean, who had been unusually silent. "Jean, what do you think?"

Jean acted as if she was concentrating on something else. Her mind was reaching out, seeing what was going on directly above them. Debris started to fall from the ceiling. Jean opened her eyes, and leapt for Hank, pushing him down. "Watch out!" she shouted.

Before the last part of her warning left her mouth, the ceiling came in, and a figure with both humanoid size and form crashed through.

It stood in the middle of the chamber, looking down. It was wearing jeans and a white tee-shirt, but its angular geometry let everyone know it was anything but human. Finally, it looked up, and it's fingertips started glowing.

"I am one of the Sentinel Prime," the thing said. "I have been equipped with technology alien to you, which allows me to track down and eliminate the mutants known as . . . the X-Men."

"I don't think so," Superman said. "We're not going down without a fight." Within a second, he was already flying at top speed towards the Sentinel's midsection. The force sent the Sentinel flying toward the surface, breaking through the pavement above.

Jean used her telekinesis to hold the ceiling up once Clark had flown through. She turned to Callisto. "Get the Morlocks out of here quickly!" she shouted.

---------------------------------------------------------------------------- ----

On the surface, Superman was able to gain the upper hand against the Sentinel Prime. He finally was able to punch it and catch it under the jaw, sending it flying into the air. When it came down, something punctured the torso before it hit the ground. "What the -- ?!" Superman exclaimed as a dark figure stepped out from behind the Sentinel.

"I am The Shadow," the figure said. "I am also a mutant, and I've been looking for you for some time. Lucky for me, this Manhunter found you."

"Manhunter?" Superman asked, very confused.

"I've had a run-in with this guy before. His central systems have been co- opted by an alien race."

"Oh," Superman replied. "But why did he go to you first, why didn't he try to take out the X-Men?"

"Who knows?" Shadow replied. "I have a few ideas though."

Before he could finish his thought, the Sentinel came back online.

---------------------------------------------------------------------------- ----

Elsewhere, within the tunnels.

Morph and Sarah were talking to a few of the Morlock children. All of the children were radically different, and none could even pass for human, let alone be seen in public.

"I'm Leech," the little green boy said.

"Hey Leech, my name's Morph." As Morph said that, he transformed his body to look like an older version of Leech.

"Wow, your power's cool!" Leech said.

"Thank you little guy, what are your powers?" Before Morph could finish, his body turned from an adult version of Leech to a normal sized human. His skin became a pale white and his hair light brown in color. Surprised, Morph grabbed his face with his hands and felt it.

"I . . . ? My powers?"

Leech clapped his hands and smiled.

"I can take powers away of others," Leech said. Morph turned and looked at Sarah.

Sarah smiled as she looked at Morph's face.

"So, this is your real face? Now, I know why you always hide it!"

She laughed and Morph also gave a fake laugh and smiled.

"Hehe, yeah, I guess it is."

Could this really be my face? My real face. It's been years since, since I have known the true me . . .

Morph's thoughts were interrupted when he heard a loud crash nearby. Morph and Sarah began moving back towards the others.

---------------------------------------------------------------------------- ----

"TARGET . . . DESIGNATE: SHADOW . . . reinstate elimination sequence . . . " "I don't think so!" Superman exclaimed as he flew over and decked the Sentinel in the jaw. The Sentinel stumbled back a step or two, but was able to keep its balance.

Son of a - ! Superman thought. He's too good.

"TARGET DESIGNATE: SUPERMAN . . . " the Sentinel said.

"Very good, your eyes work," Superman said as he came in for another punch. However, the Sentinel fell down before Superman could get near him.

"Hey, Sentinel, better watch behind you . . . " Iceman shouted out.

The Sentinel tried to stand up, twisted its body and turned to face its new foe. "TARGET: ICEMAN . . . " It lifted its right arm and prepared to fire an unusual energy blast at the mutant made of ice.

However, Iceman saw this and thrust his hands out, sending out more ice at once than he ever had before. When he opened his eyes again, he found the Sentinel completely encased in ice.

"Cool," he said. "No pun intended."

Superman used this opportunity to use his heat vision to melt the ice, as well as part of the robot's body. The Sentinel fell to the ground, and Beast came flying through the air, landing once on his chest, causing massive damage to the mechanical torso. In the same leap, he jumped off the Sentinel, and landing several feet away.

As the Sentinel attempted to stand up, the Shadow put out his hand. The Sentinel lifted its head a few inches before falling back to the ground hard with a loud THUD!

"Very interesting use of your powers," Beast said, coming up. "But I do believe we still have a slight problem."

"And that might be . . . ?" The Shadow asked.

"The Sentinel is still here, and partially operational."

---------------------------------------------------------------------------- ----

Jean Grey was underground, helping Callisto clear the tunnels of Morlocks. As she led a group around a bend, she found a young boy huddled into a corner. Jean turned to the scaly mutant standing behind her. "Keep following this path. I'll get another group and then catch up," she said.

Jean walked to where the boy was crouched. He was trying to hold back tear, she noticed. She squatted down to come eye level with him. "Hey, there. My name is Jean. Are you a lost Morlock?"

"Wh-what's a Morlock?" the boy asked, lifting his head slightly. Jean was able to see that he had black hair and appeared to be in his mid-teens.

"Then what are you doing down here?"

"The power went off, and then some robot came after me, saying I was to be eliminated."

"Robot? Are you a mutant?"

The boy looked up at her, and put out his hand. A small globe of green energy appeared, floating above his hand. It formed into crystal, and then back into energy before the boy absorbed it. "I guess so," he replied.

"Where are your parents?" Jean asked.

"I don't know. They went to see a movie. I was out with some friends."

Jean put her arm around the boy's shoulder, and got him to stand up. "Come on, I know where you can be safe for now . . . "

---------------------------------------------------------------------------- ----

Lex Luthor had been in his sub-basement office for most of the night. He found it strangely comforting. Maybe he could work out of this office all the time . . . Luthor was jolted back to reality by the ringing of his cell phone. "Luthor," he said.

"Mr. Luthor . . . " Lex recognized the voice. It was his assistant, Happersen.

"What is wrong now?" Luthor snapped.

"You know that second phase of Sentinel production you approved?"

"You mean the Prime Sentinels?" Lex said with a smile.

"Yes. Well, somehow, one of the prototypes has been stolen, and it appears that it is on the loose."

Luthor ended the call and threw the phone against the wall.

"The Manhunters! It has to be! Who else would steal a robot?! That's twice in one night they've interfered with my plans!"

---------------------------------------------------------------------------- ----

"Iceman, create a sheet of ice in the air," Superman ordered. "Shadow, keep the invisible shield on him until I tell you to drop it, at which time Beast will dig into the Sentinel's chest and pull out some wires. Everyone then stand back while I melt the ice . . . " Iceman quickly formed the ice sheet and waited. Beast came in close to the Sentinel.

Finally, Superman gave the order, and the Shadow lifted his shield, allowing Beast to grab wires as planned. The Sentinel began sparking.

"MUTANT . . . "

Beast ran back and grabbed Iceman, knocking him out of the way as Superman slowly melted the ice.

"DES . . . . . . NANT . . . "

The melting ice fell into the Sentinel like rain, causing the robot to short out.

"term . . . ted . . . . . . "

The Sentinel fell back to the ground, eyes black, as dead as a robot could be.

---------------------------------------------------------------------------- ----

Jean and the boy reached the end of the tunnel and crawled out into the street. It was chaos. Riots were happening everywhere. "Oh, my goodness . . . I had no idea," Jean said. She grabbed the boy's hand and they crawled back down. Jean turned to face her new friend.

"Look, I'm going to take you to a place where there are some people who will be able to help you for a while. They might appear frightening, but trust me, they're probably more scared of the world than you are. I'll be back, but I have to help my friends."

"O-okay . . . "

Jean and the boy walked through the tunnels, to where the Morlocks were regrouping. Jean took the boy to Callisto. "Cal, please watch after this guy for a while. I have to get back to the X-Men."

"Certainly, Jean . . . He'll be well taken care of until you get back."

---------------------------------------------------------------------------- ----

Abandoned Building. Somewhere in New York. The place was a mess; notes, diagrams, charts and maps were thrown all over the place. Resting from the events prior to today were Strike, Force, and Fog. They were keeping cover from the craziness all around them in New York. "This sucks," Strike said, finally realizing that everything was not worth it.

"Yeah, big time. I joined the 'Brotherhood' to be safe from 'mankind', not to fight other mutants, to attack a school. I mean, this is all crazy. Maybe Bobby was right to join the other side. I mean, peace between us and humans, that would be better than war." Fog was a little unsure of her words, but she meant them.

Wind passed by her, and Quicksilver appeared.


"I . . . It's just that . . . peace would be ni . . . "

"IMPOSSIBLE! They . . . The humans will never let that happen. This Registration Act is only the beginning, they can and will do a lot worse. Unless, we strike before them. Father might be out of it for the time being, but I am not. I say we strike hard and unseen. Never letting up. They think that we're dangerous . . . We'll prove them right!"

"But there are only four of us." Fog argued. "Rogue got captured, Havok quit, prob went after her . . . And Maggott just seemed to have disappeared after the big fight."

"It only takes one of us to attack at any given time. The attacks will be quick; they will not even know what is happening! But they will fear us, fear mutants."

---------------------------------------------------------------------------- ----

As Jean came out of the tunnels, she saw The Shadow standing by the X-Men, surveying the damage they had caused to the Prime Sentinel. "Now that he's taken care of, we try to find out where he came from . . . "

"I think it's pretty obvious," Jean said. "He's part of the whole government anti-mutant campaign."

"Maybe," Superman replied. "But I would think there would be more than one."

"Someone freed him, and then Manhunters got hold of him," The Shadow added. "Or maybe the other way around."

"Any idea who's involved?" Superman asked.

The Shadow nodded. "Naturally . . . But first, I need a little proof . . . "

---------------------------------------------------------------------------- ----

"Natalie, where is Victor?"

"I don't know," Natalie Casswell replied.

The person on the other end of the phone line sighed. "Have you seen him since he went on patrol tonight?"

"Peter, you have to be kidding me? Vic went out tonight?"

Peter Parker took a deep breath. "Of course. It's nights like this that superheroes make their name."

"When I hear anything from him, I'll let you know. Are you at the Daily Planet?"

"Until dawn . . . "

"Okay, I'll see you around. Bye."


Natalie hung up the phone, and sat back down on her bed. Victor, she thought. I hope you know what you're doing . . .

---------------------------------------------------------------------------- ----

"Do you know what you're doing?" Superman asked, watching the semi- invisible figure circle the recently fallen Sentinel. "Not really," The Shadow replied. "I was hoping to find a tracking device or something . . . "

"Excuse me, but didn't you say you knew who was controlling this strange Sentinel?" Beast asked.

The Shadow shook his head. "No. I said I had an idea. Even if I'm right, I'm not completely sure where to find them."

"What do you know about them?" Superman asked.

"They're trying to capture me and make me one of their own."

"Will you be needing our help?"

The Shadow thought for a moment. "Yes. However, I just need a small portion of your team. Jean, Beast, and you, Superman may come with me." He looked back down at the fallen Prime Sentinel in front of him. "Hmm . . . It seems like I have found what I need." The Shadow bent down and picked up a small black box from the backside of the mechanical menace.

"Will that tell us what we need to know?" Superman asked.


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Ebon was sitting back in his chair, enjoying a smoke when the dust began falling from the ceiling. Within a second, the bricks formerly situated above his head were now lying at his feet. Ebon stood up to face the quartet now in front of him. He could sense The Shadow crouching in front of him. Hovering behind him were Superman (by his flight powers) and Jean Grey (using her telekinesis). Beast was hanging down from the hole, smiling. "Ebon . . . " The Shadow said. "Why am I not surprised that you are the one behind the Sentinel?"

"I don't know what you're talking about, Shadow!" Ebon exclaimed.

"Oh, please," Beast said. "Why should we believe that? First, you are a terrible liar. Second, you are in the presence of two of the potentially greatest telepaths. You're busted."

Ebon put his hands in the air, and the X-Men along with the Shadow were covered in a black film-like substance. While the X-Men struggled to get free, Ebon took the opportunity to flee.

Beast was able to get free first, because he had not been completely covered. He used his agility to bounce around the chamber, and landed on Ebon's back, knocking the Intergang boss to the ground.

"I don't think so," Beast said, in a slightly taunting tone of voice. "Look, I've been living in a tunnel for a week, after my home was destroyed. My mentor is dead, and I've spent most of the night fighting a rogue Sentinel that you had something to do with!"

"Beast, calm down," The Shadow said, walking up behind the X-Men. "We'll get everything straightened out."

"Actually, I am calm. I just needed to vent."

"Glad I could be of some use," Ebon said. "Now, will you kindly remove your feet from my back."

"Why, cert - "

The Shadow placed a hand on Beast's shoulder. "Not yet." He bent down to stare at Ebon. "I'm going to ask you this once, and you better give me the answer I want. What is the deal with the Prime Sentinel?"

"I'll never tell you," Ebon spit out.

The Shadow lunged forward, grabbed Ebon by the collar, and slammed him to a wall. If the Beast had not been so agile, he would have fallen down himself.

"Listen you piece of Intergang scum, tell me why my new friends and I were hunted down by a Prime Sentinel!" The Shadow shouted, continually slamming Ebon's head against the brick wall.

So much for staying calm . . . Beast thought.

"Okay," Ebon whispered. "I'll tell you. It wasn't my idea. It was the big guy."

"Who, Ebon? Who's the 'big guy'?"

Ebon laughed. "Like I'm telling you. Anyway, he found this new prototype of a robot that hunts mutants. He stole it to come after you. But then those weird things - what are they, Manhunters? - take over, and the Sentinel goes AWOL."

The Shadow pulled Ebon from the wall, and for a second he acted as if he would set Ebon down gently. But without any warning, he bodyslammed Ebon to the wall, rendering him unconscious.

"Intergang . . . It all comes down to some gang who wants to recruit me because I blew their cover."

"That sounds odd," Jean said. "One would think that they would want you dead."

"If I wasn't so powerful, that would be true. As it is, they probably want to brainwash me. They've been trying for weeks. First, by sending a powerful supervillain after me, and then by sending the reincarnation of my predecessor's arch enemy."

"But now that we've discovered this connection, what more can we do?" Superman asked.

The Shadow was silent for a moment. Finally, he spoke.

"We look for another one."

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He sat in his office, reflecting in the darkness. He had learned several meditation techniques years ago which he utilized now. He was brought out of his "trance" by the blinking of a red light, and a very faint buzz, alerting him to trouble. He was able to identify the source of the trouble based on the position of the light. Ebon . . . he thought. The Shadow must have come to him. Very well. I will send the other surprise I have for that meddler.

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The Shadow turned to face the three X-Men. "Quick, look around this chamber. Look for secret entrances or something. Anything that could be used to surprise us." "But, shouldn't we be helping with the situation elsewhere, before your personal vendetta?" Jean asked.

"This may be the only chance I get to look around here," the Shadow replied. "You have plenty of X-Men left to help the Morlocks, and I'm sure the Avengers League and S.H.I.E.L.D. are both out taking care of business in the city."

"He does have a point," Superman said, already walking to a wall. "Jean, maybe you better use your telepathy to search for any other signs of life around here."

"Maybe we can find some of those Intergang lowlifes."

The Shadow began going down the wall, feeling for any possible cracks. The X-Men each took one of the other three walls and did the same. Jean also conducted a telepathic search, but found no one hidden.

Just as The Shadow met up with Superman, he felt something strange on the wall.

"I think we might have found it."

Superman nodded. "I feel a crack down here too. Should I?"

The Shadow stepped aside. "Go ahead."

Superman stood back, raised his fist, and then punched through the wall. The hole was nearly a perfect rectangular shape. Beast leapt over and glanced over his leader's shoulder.

"Oh my stars and garters," he said, looking in.

The hidden recess stored a Sentinel. It looked more like the ones that the X-Men had seen previewed, but nowhere near the size projected.

"This must be another kind of prototype," Superman announced. "This is most definitely not a Prime Sentinel."

"Figures that they'd have a back-up plan," The Shadow commented. "Let's hope this one stays benevolent . . . "

Before the last word left the Shadow's lips, the Sentinel's eyes lit up. Everyone stepped back.

"I believe your wish was a bit premature," Beast said.

Superman moved to stand in front of the opening. If the Sentinel tried to do anything, it'd have to go through him first. Sure enough, the Sentinel raised its arm and prepared to fire. Before the energy could travel down its arm, however, Superman had already dismantled the arm.

"Wait!" The Shadow exclaimed. "We may need this thing somewhat intact!"

"But we found the brains behind it," Beast said, pointing to the unconscious gang leader lying on the floor. "He's kinda out of it."

"Did it ever occur to you that maybe he has a boss? This Sentinel could possibly lead us to the main man."

The Sentinel used the distraction to blast a hole in the ceiling above him. The X-Men jumped back once more. The Shadow began climbing the rubble, chasing the machine.

"Uh, guys?" Jean asked, pointing to a group of people wearing blue jackets standing where the X-Men had made their grand entrance earlier. "Who are they?"

{Intergang,} The Shadow said into the X-Men's heads. {You guys handle them. I'll deal with the Sentinel.}

The Shadow began climbing up the walls of the rough tunnel that the Sentinel had created. About six feet up, he found another tunnel that ran perpendicular. It had already been made. The Shadow climbed up and crouched.

Suddenly, he was blasted from behind, and knocked into another chamber, one he had never seen before. The Sentinel followed him.

"TARGET: Shadow. OBJECTIVE: Eliminate."

Just then, The Shadow saw something flash before his eyes, and then the Sentinel was on its back.

What the heck just happened? he thought as he stood up. Looking into the dark corner, he noticed something. He walked over.

"Stop . . . "

The voice was deep; way deeper than The Shadow had ever heard himself or any of his predecessors go. He felt he had no choice but to follow the command, and so he stopped in his tracks.

"Identify yourself . . . "

"I am The Shadow. Who are you?"

"Never mind that. Why are you invisible?"

"Because I am The Shadow. I am supposed to be invisible."

"Why are you here?"

"I am here to take out this Sentinel which I assume you have saved me the trouble of doing."

"How did you know of this place?"

"The man who lives in the chamber next door has tried to capture me a few times. Now, would you care to identify yourself?"

"Not really. I stick to the shadows. Stealth is my game."

"Hmm. Sounds like you're moving in on my territory."

"Or perhaps you on mine."

"As much as I'd love to continue this philosophical discussion, I have some friends that probably need some help in the next room, so, it's been fun, but I gotta go."

The Shadow jumped up and climbed into the tunnel, climbing back to the chamber where he left the X-Men. He found them standing triumphant over a pile of semi-conscious Intergang members.

"How nice of you to finally join us," Beast said.

The Shadow walked over and picked up one gangster still aware of his surroundings.

"Who's the boss, and how can I find him?"

"I dunno," the guy answered.

"You don't know or won't tell?"

"Pick one."

The Shadow threw the gang member down and walked back to the X-Men. "Let's go. There's nothing left here."

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By the time Victor Cranston returned home, it was almost time for some people to begin waking up. Natalie was waiting for him in his bedroom. She had fallen asleep on his bed. When he closed the door and turned on the flashlight on the bookcase beside the door, she woke up. "Hey, where've you been?" she asked.

"Fighting robots," Vic replied. He walked over and gave Natalie a quick kiss. "What have you been up to?"

"I've been waiting for you. Peter Parker called earlier. He wanted to know where you were."

"We met earlier tonight," Vic said. "I guess he called afterward. I'll call him to let him know what happened. Is he at the Planet?"

"He said until dawn."

Vic picked up the phone and dialed the number for the Daily Planet.

"Lois Lane," the voice on the other end answered.

"Lois, it's Vic. Is Peter around?"

"Sure." Vic could hear Lois call Peter in the distance. Then, Peter got on the line.

"Vic. What's up?"

"That Sentinel . . . it's toast. I ran into a group of mutants called the X- Men. They helped me take care of it. It's dangerous, man."

"Tell me about it," Peter said. "Hey, I had to deal with tons of stuff tonight. First, that Iron Man robot attacked me. Fortunately, the Avengers League was able to straighten that out, and prevent NORAD from getting shut down. Then, the Green Goblin attacked, followed by the Sentinel. I'm ready for a break."

"No rest for the weary . . . "

"At least not while the lights are out."

"I'll talk to you later," Vic said.

"See ya."

Vic hung up and turned back to Natalie. "You know, I had been wanting to contact the X-Men."


"I felt like they could help me deal with my being a mutant," Vic answered as he walked closer to Natalie and hugged her. They stayed in that embrace for a while.

"Did they?"

"Well, I realized that I don't have it bad. I can hide in plain side. But some of them can't. Heck, there's a whole nation of Morlocks living in tunnels under the city."

"Don't worry about it now," Natalie said. She looked up at Vic and then they kissed again.