This takes place in and out of continuity. Marvel owns these characters, etc. I hope you enjoy chapter one -- feedback pushes chapter two. Most of this was written with "Chateau" by Rob Dougan from the Matrix Reloaded OST blaring in my ears. If you're a music fan it might be worth your time to check it out!

Thanks for reading!

The Fallen

chapter one: goodbye


Cyclops' cry came just in time for his three teammates -- Emma Frost, the White Queen; Kitty Pryde, Shadowcat; and James Logan, Wolverine to avoid the exploding debris which fell all around them, each of them leaping in an opposite direction.

Summers pulled himself up, surveying the area: Magneto hovered mid-air, rage in his eyes and victory in his future. They were on the lawn of the Xavier Institute -- or what remained of it.

He's awfully quiet, Emma sent out to her teammates.

"Maybe we should be, too!" Logan growled, leaping into the air toward their nemesis. Wolverine slammed into Erik's electromagnetic shield, Magneto not even turning to look at the X-Man as he fell back to the ground next to the lifeless Henry McCoy.

"Kitty, see if you can—!"

But Scott was too late. Shadowcat stumbled forward, fresh blood trickling down her mouth. Her gaze was focused as she limped onward; kneeling only once she'd reached what was left of Colossus.


"Kitty, no!" Frost belted, running forward – just as surprised as Pryde was that the words had left her mouth. She ran as quickly as possible...

...but her heroism was pointless. A spear forged from scrap metal slammed through Shadowcat's chest, catapulting her through the air until she slammed into what was left of the Phoenix memorial.

Wolverine's eyes bulged as he met Emma where the next fallen X-Man lay. Frost was quiet, voiding her telepathy to find solitude in her diamond form. Logan knelt, taking Kitty's hand into his own.

She said nothing.

Frost and Wolverine turned instantly at the next familiar scream -- only to find Cyclops mid-air in front of Magneto.

"You've plagued my life long enough, Mr. Summers."

"The hell I—" Cyclops began, though his retort was brief as Magneto grinned... the liquid metal suspending the X-Man covering his face. The remaining X-Men darted forward, Emma losing her diamond form in an effort to attack Magneto telepathically -- her desperation overlooking his helmet's protection.

The lifeless arms of Cyclops descended toward Frost, the metal casing still surrounding his head as he hit the ground. As if he were a rag doll, the villain flicked his wrist from above and Summers leapt to his feet as Emma stood directly in front of him.

Wolverine, blasted back to the ground courtesy of Magneto's other hand, could barely make a sound as he saw the metal surrounding his leader wilt away -- Scott's optic blast erupting into the face of his loved one.

Summers gasped for air, falling to his knees. It was only when he raised his head a moment later that he saw Emma's smoking corpse. He grabbed at her, pulled at her –



"You'll have to thank whoever gave you your adamantium skeleton back, Wolverine," Magneto barked. "For me."

Adamantium ripped from Logan's bones, Wolverine howling in agony as his flesh was shredded faster than his healing factor could even begin to compensate for.

Magneto joined Logan's body on the ground moments later, taking several steps toward the silent leader of the X-Men.

"Goodbye, Cyclops."

Monet's eyes darted open, meeting Jamie Madrox's and Theresa Rourke's. She stood to the left of Wolverine, barely the only survivor of Magneto's attack on the Institute.

"What is it, Monet? What did you see?"

Madrox's hand fell to M's shoulder, the young telepath jumping at the touch and shoving Jamie back into the wall with her strength. A dupe slid from the stationary Madrox Prime as he hit the surface behind him, Jamie quickly concentrating and reabsorbing his clone.

Siryn stared horrified, her eyes glancing down at the bandaged and broken Wolverine and then back to Monet who had fallen to her knees.

"They're all dead."


Monet looked up. "I saw it. I saw it."

Her eyes closed – and a moment later Siryn and Madrox found themselves telepathically standing in the battle. Siryn quickly flew into the air to her left to avoid an onslaught of burning rubble, pieces of the mansion crippling to the ground. Her jaw dropped, matching the duplicating leader of X-Factor's below her.

"Why are you doing this, Erik?! Why now?!" Henry McCoy wheezed, makeshift metal restraints pinning him to the grass as Magneto walked toward him.

"There is much you do not know, Dr. McCoy," he said simply -- and with a wave of his hand he sent his helmet flying from his head toward the restrained mutant. Its shape shifted, its ends as sharp as any sword as it flew through the original X-Man's neck.

"Monet, get us OUT OF—-"

"—HERE!" Madrox screamed, finding himself back in the small infirmary of X-Factor's base of operations. He surveyed his surroundings before noticing Siryn cradling the ill-tempered Monet, the woman who needed no one. He said nothing further – turning and closing the door to the infirmary behind him.

Multiple Man fell softly back against the door. "Jesus."

"I don't think he can help you now," Erik Lensherr said softly as he walked toward the person he'd come to see. The man sitting in a chair before a large monitor jumped at the sound of his voice before he ran his fingers along the keyboard, terminating his attempt to contact Charles Xavier.

"How did you get in here?"

"Check your security tapes if you wish, Mystique."

The large man's form shifted into the blue skin and crimson hair Mystique allowed nearly everyone to believe was her true form, though she remained in her chair -- moving only to swivel it toward Magneto. She watched his eyes slither to the rifle in her lap, her hand now resting on its trigger.

"Oh, don't be rude, Raven," Magneto smiled, "do get up." He winced, commanding the metal in the chair to levitate. Raven Darkholme found her feet, now aiming her weapon at the man who'd managed to penetrate her security systems and guards.

'You'd have been invited if you were welcome here."

"Upset that I've beat you to it, are you?"

Darkholme hesitated, never lowering her weapon – never removing her eyes from his dark ones, shrouded in blackness beneath his helmet. "There's no metal in this gun."

"Have it your way, then," Magneto grimaced – shards of metal erupting from the walls around the two of them, quickly growing sharper and slicing through the air toward Mystique.

Her skin, clothing and hair changed to a solid black as she flipped through the air, her fist slamming into a panel on the side of the wall in unison with the lights cutting out. She fell to the ground, the only light in the room a radiant blue emanating from inside of Magneto's helmet and a sharp red flying from her weapon towards them. Mystique quickly slammed her fist into the ground, gas flooding from the room's vents as the panel below her gave way, sealing immediately after she found herself in the room below.

Her shape returned to normal save for two wings which sprouted from her shoulder blades, the mutant soaring down the narrow but empty corridor she'd found herself in. She spoke softly into a mouth piece, its sister ear piece undetectable until now behind her hair. "Open."

The wall she'd been flying toward, an apparent dead end, horizontally became an exit – the villainess soaring into the night sky. Her eyes narrowed as she muttered a code into the piece and watched behind her. She looked down for one instant, waves splashing into the rocky cliff that sat below her home – and quickly returned her gaze to one of the homes she'd shared with Irene Adler, Destiny, in order to watch it explode.

The force of the explosion propelled her downward toward the water, Mystique slamming through it and fighting to make her way back to the surface. Moments later, once she finally did, she could do nothing but watch as an electromagnetic bubble soared away from the flames.

"He took out Excalibur first, Madrox," the solitary figure of Domino spoke -- Jamie staring at the screen above him.

"How do you—"

"Pete Wisdom."

"The English guy that wore that eye patch for a minute?"

"Wisdom was operating with Excalibur -- but he wasn't on the field when Magneto took them out. He and I are both working for the same Intel -- he wanted to warn me, in case--"

"—and you didn't contact the X-Men, Domino?!"

"I'm not an X-Man, Multiple Man," Domino said sharply. "I've never claimed to be."

Jamie's eyes narrowed and his stomach sank. "Neither am I," he thought bitterly to himself – his memory flashing to Wolverine who still lay lifeless in his infirmary.

"I contacted you because an emergency signal went out about an hour ago -- there's another familiar mutant working with our Intel who sent that signal out. An old friend to some of your lot."

"I'm sorry?"

"Wasn't Mystique a member of X-Factor?"

Madrox hesitated. "Not mine."

Domino rolled her eyes, turning away from the camera and mouthing something to someone off-screen. Her eyes returned to meet the image of Madrox's before her. "There's an obvious link -- I'm not making any money off of warning you. I was free for a moment."

"Thanks a lot, Domino. Really," he replied, gritting his teeth.

Her lips curved. "You're welcome."

The screen went blank – Monet entering the room from behind Madrox as he screamed bitch. Madrox turned as the door shut. "Not you, Monet," he reassured her as he saw the look on her face. "This time."

She shot him a look. "Wolverine's awake."

"Your performance was most convincing, Domino."

The lucky mutant said nothing -- and as she walked by him, Magneto looked her over: wearing a simple black bodysuit, a gun on each hip, her simplicity was nearly unnerving. She was so sure of herself. But they usually were.

Domino stopped before leaving the room. "You're going to hold our deal, then?"

"All debts are not only repaid," Magneto said sharply, "but our current deal will be honored. Nathan Summers will be spared."

Domino took in a deep breath and left the room.

Magneto laughed softly.

"What'n God's name are you laughin' at?" words wheezed from underneath bandages.

"Monet's good deed of her lifetime, hairball," Jubilee grinned -- a mixture of tears and laughter. "She called me and I got here as soon as I could. Heard you," she stopped to sniff, "looked like some sort of mummy."

Wolverine sat up, various signals sounding off as he pulled the medical gear attached to his arm away from it. "I feel like hell."

"Are you—"

"I'm gonna be fine," Wolverine said in a low tone. "Been ... nng, through this before."

Logan fell back on his bed again, wincing through the bandages. "Chuck put some sort of barrier in after the last time... just incase. Dulls some of the pain. Usually don't need anything t'help... but I don't think a Tylenol would cut it. Never even touched the stuff."

Jubilee fell limp over her dear friend, holding him tightly – and ignoring his muffled pain from the "attack."

Logan forced a smile and put his hand on her back. "Good ... t'see you too, kid."

Scott Summers gasped, stumbling forward. He winced from beneath his visor.

It was so bright.

He stepped forward, moving into the light. "Must be dead," he thought as he walked. He kept his hand at visor level – even in a world of ruby quartz, the light was blinding. The mutant stopped short as he noticed a figure ahead of him.

"Not yet," a familiar voice called -- stepping forward, the light dimming as she did so. There was nothing in the room -- only the blinding illumination -- and as she walked closer and closer to him, he couldn't help but gasp again.

Jean Grey placed her gloved hand on his shoulder and he fell into her at once. They remained silent for a moment, holding each other. Tears trickled around the bottom of Scott's visor until Jean pulled back, clicking the visor out of its place. She threw it to the ground, the visor vanishing instantly.

The redhead wiped the tears from Scott's face -- looking into his brown eyes as she'd only done several times before in their lifetime together. "What's left of our psychic rapport drew you here, Scott."

"Jean, I..."

"There's not much time. You're in the White Hot Room."

Summers surveyed his mind -- he'd remembered Jean telepathically taking him there, for as long as she could, and she was right. His gut told him so -- and told him that he was looking at the love of his life. It was really her.

"I'm going to die, Scott," Jean said softly. "You shouldn't be here -- but I knew what was happening..."

A flash of Magneto soared through their minds together -- the madman walking toward Cyclops, saying goodbye, and then snapping his neck. Cyclops winced at the sight. "I don't understand."

"The rapport we've shared for so long," Jean urged him. "Think about it. Just as there was a bit of the Phoenix in Rachel..."

"There was a bit of it in me," Summers muttered, looking up at Jean once more. "But why --"

"You are no host to the Phoenix, Scott," Jean said sadly. "You can't be here. You can't be reborn. I pulled you here, using that rapport. I don't want to go back if you aren't there."

A voice echoed through the room -- deep, unwavering. "So she has forfeited her right to the Phoenix Force. She will not be reborn, but instead join you in your mortal afterlife."

The two original X-Men looked into one another's eyes. Jean broke the silence first.

"I'm always dyin' on you," she said softly with a small chuckle.

A wave of comfort swept over Cyclops -- but quickly turned to despair. "Jean, no," he began to argue -- to sway her opinion if he could. "The team... you can't..."

"Scott, I know what you're thinking. You can't help them now."

"But you can."

Jean bit her lip, the two having stepped back from one another. Summers could feel that she truly did not want to return if it were without him. He knew she'd given up her right and that there was no giving it back.

For the first time, he knew he was going to die. He could feel his consciousness changing somehow -- everything seemed different.

He thought of Alex. Of his father. Of Charles. The first time he'd looked at Jean. The first time he'd met Hank. When he'd found his purpose -- flanks of men and women following his orders without hesitation. When he'd furthered his purpose with an "I do."

When he'd held his son for the first time.

He was going to die.

"Don't be afraid, Scott," Jean spoke, moving into him again. She placed his head on her shoulder, running her hands through his hair. Jean couldn't help but notice he was crying softly. "I love you, Slim."

Tears fell from Jean's face this time -- echoes of "I love you too, Redd" floating through the air. He was gone.

And she wasn't.

Grey stood tall, her silver and golden costume shimmering in the light which had returned to its full intensity. She surveyed the room, questions running through her mind. Jean had expected to be gone by now -- with her husband -- but it was not the case.

The deep voice echoed through the room once more.

"You will not be joining your loved one," it began. "Instead, you will return to Earth -- reborn -- but for violating the code you will live a mortal life."

Anger flared. "You can't--"

"--do this!" Jean finished, but found herself standing naked in the infirmary with Wolverine, Jubilee and now Monet and Madrox.

Their eyes were wide, hers even wider.

She couldn't even hear their thoughts.

NEXT: X--?