Rico Vidal couldn't believe that he had actually agreed to accompany the team into some other dimension to chase after a demonic god that had previously possessed the brother of one of his teammates. Thinking it through, it sounded like an epic venture that people only dreamed about. It would make for a great story someday, but right now, he crossed his arms and tried to hide his growing trepidation, as a chill shook his spine.

"Okay, so explain why we're in Castle Grayskull in the middle of Hell, why we're stuck here with the chick that tried to kill my friends, and why the rest went to Emplate's fortress without us," he openly asked to whoever would answer. He didn't dare look at the other four guys stranded with him—Ty Sullivan, Jason Tate, Craig Taylor, and Vincent Sellenger—for fear of them seeing some inkling of his true feelings. His eyes narrowed on the other trio in the room, Amanda Sefton, Mina Laroché, and Damien Sarantenos, as he was introduced.

Amanda answered, "I thought Cyclops explained clearly. Emplate used your powers to invoke a magical spell, which defeated his curse and restored his powers. We should be able to use a similar spell to debilitate him, somewhat. Our job is to give the others an advantage through magical means, so they can confront him. As for the other question, I cannot speak for any previous encounters you may have had with Mina, but there is no room here for your quarrel."

Rico didn't necessarily care for her tone, but she was right—it wasn't the time or place to squabble over what had previously happened. But he couldn't focus on the task at hand if he didn't at least understand the reason she was there. To Mina, he asked, "Well, at least tell me why you had a sudden change of heart and want to be a good guy."

Mina's silvery eyes narrowed. "I had a job to do. Your friends got in the way. It's as simple as that. I warned them, but they didn't listen. My presence here isn't about any of you, honestly. I'm a student of the Dark Arts, and my teacher is Witchfire."

Rico's eyebrows raised in surprise. "Belasco's daughter," he clarified, more for the others than himself. Although, he also realized that they probably wouldn't know the first thing about the previous demonic ruler. "So, you're a product of Limbo."

"You could say that," Mina shrugged. "Emplate is an intruder...I'm helping to defend this realm."

Vincent tried to be patient and listen, but there was too much going on, too fast. It seemed like only minutes ago, they were at the mercy of Emplate, a mutant monster that had kidnapped mutants with the ability to control specific elements. Being that he controlled fire and Rico controlled air currents, they both were captured as well. With some ingenuity and luck, they barely escaped back to the school in the care of the X-Men. The situation had undoubtedly gotten worse, and there wasn't much time for in-depth explanations. Subsequently, the majority of the team, coupled with the X-Men, teleported to this weird place place to stop whatever Emplate had now become.

For him, everything was a blur, and he still didn't quite catch it all. Annoyed, he interjected, "What the hell is a Belasco?"

"You don't want to know," Damien responded, running his fingers through thick, jet-black hair. The young man didn't know too much about Belasco himself, considering his own short tenure within Limbo. But every time the name was mentioned, he noticed Amanda and Illyana tense, and he later learned that Belasco was a previous ruler of the realm. Considering their reaction, he really didn't care know what anything more about the person or surrounding situations.

Jason shifted his weight, wanting to get back to the circumstance at hand. "So, if Emplate used some kind of magic, I'm presuming you can undo it."

"There are different types of magic," Mina explained, "so it's not as easy as simply casting a counter-spell. Considering his ability, we're going to have to come up with something much more powerful."

Damien added, "The mere parlor tricks you're familiar with don't even scratch the surface of true magic, let alone the Dark Arts Emplate has knowledge of. It isn't the same type of magic practiced by the likes of most Earth dwellers. There are few that have enough arcane knowledge and power to stand against Emplate. Mistress Sefton is one of them."

"And Dr. Strange. And Wanda Maximoff. And Agatha Harkness. And since she's alive, let's not leave out Illyana Rasputin," said Rico. He realized he had said too much when Amanda gave him a questioning glare.

"My, my," Mina said, voicing what the others were thinking. "You're quite knowledgeable about things you shouldn't be."

He laughed hollowly. "That's what happens when you're a closet geek and have access to a database of everything mutant or otherwise." Since being younger, he had followed the adventures of the X-Men through various news reports and periodicals. But since becoming a student at the school and getting access to Cerebra, the super-computer that connected back to the main mansion's computer, he learned much more about the team and its members. Every chance he got, Rico would peruse the database and read about various mutants and historical events. It was a secret enjoyment of his, but the suspicious glares meant that the magical trio didn't quite get his obscure hobby.

Next to Rico, Ty's curiosity and amazement grew with every passing moment. Less than twenty-four hours ago, he was living quite a normal life, hiding the fact that he could generate electricity. However, that all came to a halt when he became a pawn in Emplate's plan. Now, he had traversed into a completely different realm, something he would have never thought possible. Not only that, but he discovered that there were plenty of teenage mutants with powers of their own, that were willing to use their abilities to save the town. It bolstered his own sense of heroism, and he genuinely wanted to understand what was going on and help where he could.

He took the spotlight from Rico and asked, "So, you're going to try to recreate the spell Emplate used?"

"Something like that," Mina answered, turning her gaze to the blonde. "The origin and intent of our powers varies our magic. If Damien and I cast the same exact spell, we could have two totally different outcomes. It's the same with Emplate."

Amanda crossed the room then stopped in the middle. "We do not have much time. Elementals, you must take your place at the tips of the star." She waved her hand at a previously unseen etching on the floor—a star encased in a tight circle—and she stood in the pentagram made by the crossing lines of the design.

"Are you sure about this?" Ty nervously whispered to Rico. Though he wanted to be as calm and collected as the others, his trepidation began to take over. He was adventurous, but this was beyond a simple venture into the unknown.

Craig sneered, "You scared? It figures. People like you don't deserve to be mutants."

"Just back off," Ty snapped. "I didn't ask for this," he extended his hand as bolts of electricity snaked down his arm, popping and crackling in his palm, "but I'm here to help. I got dragged into this, but it's not just about me...the entire town is in danger, to include my parents. And I'm going to do what I can to save them. I'm not some X-Man or member of some mutant corporation, but that doesn't really matter right now. What matters is that I'm willing to work with everyone here to help the town. Are you?"

He let the white hot streaks dissipate into the air, lowering his hand back to his side.

Damien stepped into the conversation, closing the distance between him and Craig. "Listen, water-user. Mina hasn't told you, but these Emplate things are invading your headquarters. Your teammates are in danger."

"He's exactly right, Craig," Mina agreed. "The Arminthorpes aren't here, so their agenda is null and void for the time being. You're going to have to think on your own. Doing this with you makes it easier, but we can do it without you."

Craig felt his anger rising, but the logical part of him understood her rationale. Until this point, he was simply following directions, absorbing the mission bestowed by Mason Arminthorpe—to capture the members of Project Genesis. But the why was something none of them could answer, and now, that goal didn't matter. He had to pair with the very people he targeted and random mutants that were deemed to be unfit in order to save his own teammates.

Reluctant, he answered, "Whatever. I don't need the guilt trips. I'll leave it alone, for now." He gave a dismissive glance toward Vincent, with whom he seemed to have a rivalry. "Whatever we need to do, let's do it."

Rico was surprised he was so amiable and amazed that Mina wasn't the crazy witch he initially perceived. But he couldn't help but to wonder what their intent was? Why were they mindlessly following Arminthorpe's scheme? What would happen when this was all over? He had lots of questions, but they would have to wait.

The five elemental mutants took their spots surrounding Amanda, while Mina and Damien stood directly across from each other, on the outside, opposite sides of the circle.

Uneasy, Ty whispered to Rico, who was next to him, "Hey, are you sure this is a good idea?"

"Nothing ever really seems like a good idea when you actually think about it. But we've got to go with the flow on this one. She's a good guy, kind of, so I don't think we're in danger. Yet."

Rico was amused with Ty's almost child-like nervousness, but at the same time, he understood it. The guy was a victim of circumstance, kidnapped and forced into the role of a superhero. But he had no training and really had no idea about any of them.

"Are we supposed to do anything?" Jason asked to Amanda.

"Just stand still, keep breathing, and act when I tell you," she directed. She closed her eyes and began a chant a foreign, guttural language, every syllable reeking of forbidden evil. As the chants intensified, a slight wind from nowhere in particular kicked up, rustling hair and clothes. She increased her volume only slightly, but the effects were devastating.

A crimson glow illuminated the floor design as the gusts became much stronger. The atmosphere grew dense with untamed energy, which tugged at the threads of reality itself. In the middle of the oncoming cataclysm, Amanda stood steady with her hands outstretched as she harnessed and controlled the summoned forces, her eyes casting forth a brilliant white light.

On either side, Mina and Damien served as controlling buffers. Their hands were in front of them as if they were physically pushing against the forces, keeping them in check, while their hair whipped wildly, cast about by the wind and magical forces. Still, they stood sturdy and unyielding, dedicated to their task of containing the arcane forces within the boundaries of the symbol.

"Now! Use your powers to the maximum! Direct them at me!" As Amanda issued the command, her entire body shifted into a void-like state, dark and endless. The five teens obeyed promptly, casting their respective powers toward the sorceress, and the elements were pulled into her body, inexplicably absorbed within her changed body.

The entire spell lasted less than a minute, but when it was concluded, a shockwave of invisible force knocked everyone to the ground. When the dust settled, everyone stirred with moans of pain and disbelief.

"I knew it wasn't a good idea," Ty groaned, pushing himself into a sitting position. His entire body ached, and judging from the ginger movements of his teammates, they were just as bad off as he was. But surprisingly, he saw Daniel and Mina already on their feet, quickly making their way to Amanda's side.

Vincent coughed and climbed to his feet. "What the hell just happened?"

Still helping Amanda to a sitting position, Daniel answered, "Mistress Sefton had to use a forbidden spell within the Dark Arts. It could have killed her. And us."

Rico shook his head in disbelief. "You know, you could have told me that my life was in danger before standing on the star of destruction."

"You wouldn't have agreed, and we didn't have the time to convince you," he quipped, his main focus still on Amanda. To her, he asked, "Are you okay? Did the spell work?"

She took a deep breath as if trying to muster the strength to answer. Her voice came out weak and hoarse as she said, "Emplate is weakened. And yes, I will recover." She took a labored breath. She then stated, "Your friends, they are in danger. Your aid is needed there."

Rico's head still spun from the blow, so he had to replay through her words carefully. His friends were in danger—he didn't get past that sentence. He made his decision. But he didn't want to decide for everyone else. He turned to the others, "Are you guys up for this? It's going to be intense, and there are some pretty gnarly creatures out there. I have to help my friends."

Jason rubbed the back of his neck. The logical part of him couldn't process anything that had happened to this point. Interdimensional travel. Vampiric demon gods. Magical feats. Teenage mutant heroes. All of it didn't seem real, yet he was right in the middle of it. Rico may have had friends to save, but Jason had his parents to rescue and a notion for revenge.

"We've come this far, I'm not turning back," stated Jason. "If he's done something with the people in the town, I have to find my parents. I owe Emplate for what he did to me. And us."

Ty nodded in agreement with the same sentiment. "I'm with you guys."

"This whole thing is keeping us from finding Dr. Cain," Vincent said. "And it's pissing me off. I'm in."

Craig folded his arms. "Whatever. You guys don't have a clue about fighting. Hell, we defeated you guys pretty easily. If you're going to beat whatever's out there, you're going to need me."

"Whatever makes you sleep at night," Rico rolled his eyes. He turned to Amanda, "Alright. Can you send us there?"

With her returning strength, she closed her eyes. When they opened, a vertical stepping disk appeared like an illuminated, circular doorway against the far wall. The mysterious energy within the portal lapped over itself, creating a dizzying, visual escapade to behold.

"Go, quickly," Amanda directed. "We shall aid from here if needed."

Rico stood and led the others into the portal. When they emerged on the other side, he realized his mistake as they fell into the middle of hell.


Everything is going according to plan, Emplate mused. He had rid himself of the meddlesome X-Men. The inexperienced Generation X children were no longer a threat. All of the residents of Snow Valley now served as sustenance for his power. Soon, the entire world would be at his feet in servitude.

His Hellions, recruited mutants empowered by magic, were elsewhere, exploring their new home and understanding the new world order. The only one with him now was D.O.A., who was loyal without any exterior influence.

Before determining his next move, Emplate sensed a formidable source of magic—it wasn't close enough for him to pinpoint the source, and it was only a slight shift in the atmosphere. But in the next instant, his insides tore apart as his body turned inside out, or at least, that's how it felt. The pain was immeasurable, and his knees failed him. Falling to his hands, a hard cough splattered blood on the floor as his suddenly feeble limbs shook.

"Master!" D.O.A. was by Emplate's side almost instantly. Though he was a fraction the size of Emplate, he firmly pulled his master into an upright position, then provided steadying support through his recover.

"Ah," Emplate moaned through labored breaths. "They have drawn first blood. They do not cease to surprise me." Though he was genuinely surprised, he was also angered. Somehow, he underestimated the X-Men's resourcefulness. Someone among them had sorcery skills that stood up to his own, but it wasn't consistent, otherwise, he would have detected it before. Whoever it was probably jeopardized their own life simply to stop him. Well, if they viewed their own life so insignificantly, then it was free for the taking.

D.O.A. asked, "What happened?"

A hollow laugh escaped through clenched teeth. "They managed to negate my spell and the barrier to the fortress. I have lost a portion of my power. I didn't think anyone in this universe was capable of casting such spells, but still, they will not thwart my plans. The final conflict is upon us. Summon the Hellions—I want all of these pests with an X to be stopped at all costs. Do you understand?"

"Understood," he replied.

Emplate stood with minimal help from D.O.A. and took a few stabilizing breaths. "The girl...I let her escape once. Never again. Her endless power can restore and sustain me indefinitely. She will be mine."

With that final statement, Emplate determined that the X-Men would not succeed in usurping his plans. And if he had to kill them, so be it. In the meantime, he had to prepare for that battle. He phased out of existence, ready to claim possession of the mutant named Penance.


When they teleported into the heart of Limbo, Scott Summers wasn't surprised by the line of demons separating them from Emplate's fortress. They had parted ways from the elemental mutants of the team and Amanda Sefton—the latter assuring to find a way to turn the tide through sorcery. He agreed, considering the gravity of the situation. They were going to be faced with insurmountable challenges in facing their enemy, and any advantage they could get, Scott would gladly take.

He split the X-Men, leaving some back at the Xavier School for Gifted Youngsters with Emma Frost and Sean Cassidy, and the others—James "Logan" Howlett and Lucas Bishop—accompanied him as oversight and experience to guide the students who agreed to come along. He could tell his teammates weren't in agreement on the decision to include the students in a battle, especially one this dangerous. Emplate had already shown that he wouldn't hesitate to take a life if they stood in his way of world domination. But the way Scott saw it, the students understood the danger, having faced Emplate several times before. If anything, they had a tactical edge because of experience, despite the presumed lack of concern for personal safety.

Regardless of unspoken dissention, the environment immediately proved to be threatening as demons of varying sizes and constitution eyed them with ill-intent. The X-Men, to include Illyana Rasputin, held their ground in front of the students, ensuring not to make any aggressive or sudden moves.

"Uh, Cyclops," Ethan Callaghan ventured in a hushed whisper. "What are we supposed to do about all of those...well...demons?" He couldn't believe that the warm circle of light that enveloped the team deposited them right into a storybook version of hell. The rocky terrain and hazy sky were uninviting, and the hot, dry air took his breath away.

Michael Lawson frowned. "Jude and Tracy aren't going to believe this," he said, knowing that his two friends would ask about the rest of their adventure. They wouldn't believe that seconds after disappearing in a circle of light, the splinter team ended up in the middle of a horror movie. It would be even harder to believe that demons in movies hardly compared to the real thing. And they would never believe that in less than two minutes after their arrival, someone was going to die.

Almost instinctively, the dual-psi erected layers of telepathic shields to keep anyone else out of his head and to keep focus as to not accidentally read their minds. It scared him to even imagine the atrocious contemplations at the forefront of the creatures' minds as they blocked the team's advance.

"I barely believe it," Graylon Walsh replied, "and I'm standing right next to you." The tag-along reporter scanned the area, his eyes ultimately resting on the monsters lined in front of them. He made mental notes of everything he saw—if he couldn't publish a story, the least he would do is annotate this adventure in his journal, if they made it out of there alive.

Illyana was the only one unfazed by the obstacle. "The law of this realm is to kill or be killed. It will serve you well to remember that."

Ethan wasn't quite sure whether it was a direct answer to his question or a completely random statement, but either way, he didn't like it. Despite his mutant physical prowess, violence wasn't something he condoned, let alone taking a life, monster or not.

As if she hadn't made a concerning statement, Scott replied, "Do you want us to—"

"No," she resolutely said, surprising him. "This is something I must attend to. Alone. Do not approach until the time comes."

Illyana strode ahead and cast her hand downward. A spiral of light appeared, swirled, then birthed an ornate, silver sword in her left hand as organic, silver armor enveloped her arm. A warm breeze ruffled her cloak and blond hair as she closed the gap between her and the horrific demons in front of them, brandishing her trademark Soulsword.

"Are ya okay with lettin' her go?"

Scott nodded. "I trust her. She knows what she's doing."

"She has an 89.96 percent chance of successfully nullifying the situation at hand. There is a 100 percent chance she will mortally wound someone to do it," Monet informed the leader of the splinter team. She continued to watch the mysterious girl stride towards the nightmarish line of demons.

A scaled, heliotrope monstrosity stepped forward challengingly, meeting Illyana's forward gaze with his narrowed, amber eyes. His moist muscles flexed, even while standing still, while his canine snout was slack, exposing rows of jagged, old teeth. Rough claws on his hands and feet, the monster's mouth upturned in an anticipatory smirk as Illyana drew near.

"Demon," she addressed, her eyes scanning the entire group before resting back on the ringleader. "Take your horde and leave this place." Her tone didn't waver and she stood still and confident as ever, surprising her teammates behind her and the demons facing her.

The lead demon flicked a black tongue over his rough lips, grinning with a glint in his eyes. "And who might you be, blonde morsel?"

"I am Illyana Rasputin, ruler of Limbo. And I do not issue commands twice."

His smile grew bigger, interest piqued by her gall. "I have long-heard of your name, but you are nothing but a human child." He stepped even closer and brushed stray bangs from her brow, impressed that she didn't flinch. "I'll tear you limb from—"

His sentence ended in a muted scream, as his torso slipped from the top of his hips. The top and bottom halves of his body fell in two different directions, cleanly sliced apart. Illyana stood posed, her sword paused at the end of her nearly unseen swipe and her eyes peering disgustedly at the felled demon. She moved her gaze to the rest of the demons, who murmured and stirred excitedly at the unexpected execution.

Lily gasped and turned away, burying her face in Ethan's shoulder.

"She cut him in half!" Vanessa Wallace exclaimed, watching the thick, dark blood ooze across the ground. Her heart raced and her mind whirled as the situation registered. Never before had she seen anyone or anything killed so mercilessly. To think that the blonde was capable of something like that made her rethink about which side this new girl really was on.

Angelo Espinosa, just as surprised, exclaimed, "Holy shit! She's the real deal!"

"That was bloody ruthless!" Jono exclaimed.

Scott now wished he had listened to Monet's advice. The kids didn't need to witness slayings of any kind, no matter the environment. Though he believed in viewing the world as it was—a tactical maze and unforgiving challenge—impressionable teenagers shouldn't have to see vicious bloodshed. However, he believed that they needed to learn to defend themselves and act offensively, subduing without the loss of life.

Logan silenced them. "Enough jabberin'," he said, hiding his own surprise, though he had seen far worse. He didn't have much interaction with the girl in her previous incarnation, but witnessing her unforgiving execution gave him pause. He presumed she was a passive, turn-the-other cheek girl, like her older sibling, Peter...a warm and caring soul without a hint of a violent streak. He was wrong.

"Who else dares to openly defy your master?" Illyana challenged, her voice crisp and loud, while her eyes glistened with hardened cruelty. "My Soulsword is keen and thirsts for blood—let us pass, or I shall render a path made of your flesh and soul."

There was only a moment of hesitation before the sea of demons parted, leaving an open path directly towards Emplate's towering fortress.

She motioned for the group behind to follow her, but before departing, she asked to the demons closest, "Who prompted you to even fathom standing in my way?"

A hooved, hairy monster with thick horns and slits for eyes replied. "Mistress Darkchylde, it was Emplate. He coerced us."

She gave a dismissive snort. "I am not without forgiveness—your treachery shall be overlooked. Remember who your master is, and your place in this realm. You will serve no other, and any who stand against my comrades will be destroyed. X-Men, we shall pass through with no further interference."

Though the students didn't move at first, a nod from Scott spurred them to follow. They cast a few glances at each other, expressions riddled with questions, horror, and fear. Yet, they stayed strong, knowing that their presence and levelheadedness would be the only thing that would keep each other safe from the monsters roaming around them.

Illyana led her teammates through the walkway created by the parted crowd. They passed through without incident, and once they were out of earshot of the other demons, over her shoulder she said, "I am sorry you had to witness that—at least Peter didn't have to. I'm not the Snowflake he once knew."

Logan replied, "You've been through hell, kid. Ya did what ya had ta do. We don't judge—some of us have done worse. Much worse. Trust me on that."

Her eyes fell to the ground. "Your words are kind. Thank you." She was prepared to say something else, but there was a change in the air. Looking past the group, she witnessed a ripple effect travel through the unsuspecting demons, and as the air shifted, she witnessed something horrific and unexpected. "By the bright lady," she gasped.

The demons howled as they hunched over, clutching their midsections as their exterior metamorphosed into a grayish hide, clawed hands, crimson eyes—they were now Emplates.

Jubilee shook her head. "So, can you like order these clowns to stand aside?" she asked of the sorceress.

"My ability to persuade will not work on these creatures," Illyana replied regretfully. A glint of aggression shone in her icy eyes, "But my sword will."

"This madness must cease," Monet addressed to D.O.A. "Emplate is jeopardizing the balance of two realms. The consequences—"

His impossibly wide grin didn't falter. "I don't need the lecture, M. The boss has finally gotten his true form and ditched the weak meat sack that you call a brother. You people insist on getting in the way, so I'm here to stop you. Permanently."

Illyana studied the Emplates, noting weak spots in the head and heart area. "These wraith creatures will only dissipate with mortal wounds. It's the flaw of using humans to fuel these magical creatures."

"We have to...kill them?" Lily asked in disbelief. She couldn't imagine having to purposefully attack with the intent to end a life. And from the looks of her fellow teammates, they were in just as much shock.

"Kill or be killed...isn't that the law?" sneered D.O.A.

"I shall keep that in mind, imp, when we meet again," Illyana replied.

Scott understood the hesitation—the X-Men do not kill. But he quickly assessed the cognitive dissonance and attempted to ease the students' minds. "These things aren't alive. The real people are trapped somewhere in that fortress. Attacks to the head and the heart, people."

"That sounds like game on to me!" D.O.A. exclaimed as the Emplates rushed the team.

Logan unsheathed his claws and bared his teeth. "Whatever you've been practicin' in yer Danger Room, it's time ta put it ta good use. This is fer real, no holdin' back," he said, as the team was flooded by the crowd of enemies.

"Fine by me," Michael said. For him, the fight began like a training session—he used a comfortable combination of telekinetic blasts and holds, coupled with quick, powerful martial arts moves. He alternated between close-quarters combat and long-range offense, which gave him more confidence and a sense of being almost untouchable. He was fast enough to surprise his attackers and stay a step ahead of them, while keeping them off balance with a wide array of attacks and counters.

But something inside shifted, and he finally unleashed the full range of his telekinetic power. Focusing his power as visible blasts from his head and hands, the devastating beams of psionic force destroyed the attacking Emplates at a molecular level. Erasing the creatures from existence seemed to only fuel his abilities even more, and he felt a developing, insatiable hunger to destroy more. Though a part of him warned knew something was horribly wrong, another part embraced his maturing abilities...and didn't want to stop.

On the other side of the cavern, a ferocious aggression overtook Illyana's features as she leaped into the mass. Her sword-handling was precise and unforgiving as she slashed in wide arcs to sever limbs and used ruthless thrusts to puncture torsos and heads. Grunting, she continued her deadly dance, just as unafraid of her attackers as they were of her. But her skill far outmatched their animalistic, primal attacks.

In the back of her mind, she realized how the fight excited her and drove her to destroy more enemies. It had been much too long since her last battle, but her technique had not dulled. She wasn't at the point where magic needed to be an option—her sword made light work of the Emplates that continued to swarm the group. After taking down two more, she chanced a glance at her teammates, fearing that they may not be doing so well.

And she was right.

Graylon's elongated adamantium claws sliced through the Emplates with incredible ease. But unlike Illyana, he wasn't a true fighter by nature. The Emplates quickly learned to dodge his telegraphed punches, slashes, and kicks, and suddenly, his previous upper-hand completely vanished as the Emplates managed to attack him from behind, throwing him to the ground.

They're going to kill me!

The thought flashed across his mind as the creatures converged on him, and hungry mouths quickly gravitated toward him. Off balance, he couldn't climb back to his feet as his attacks turned into flailing desperation. He attempted to call for his teammates, but his weak voice was drowned out by the hissing of the Emplates and the other fighting cacophony in the background.

He felt warmth underneath him, and a mysterious glow startled the Emplates, driving them back. Before he could react, Graylon felt his body sinking, and when he glanced down, he saw a circle of light before totally disappearing. In the next moment, he was falling from the sky and landed on his feet next to Illyana.

"Do not flounder again. I may not be around to rescue you next time."

Embarrassed, he steadied himself as the creatures understood that their original target had simply relocated several feet away. "Noted," he said.

The advantage of being close enough to the Emplates was that he was able to mentally ascertain biological details about them, and with this knowledge, he was able to alter the effects of his other mutant ability—the ability to channel a foreign type of bioelectrical current through his adamantium hands. He found early on that he could temper the effects through a naturally occurring analysis of his target, enabling him to completely understand how to vary his power for a desired effect against any biological being.

The Emplates were unique because thought they were magical creations, they still had a biological aspect to them, as if they were simply soulless bodies under the command of a higher authority. Using this knowledge, he commanded the bioelectric energy flowing through his body into his hands, the familiar tingling feeling now a streak of pain. Without a second thought, he clasped his hands together, and a blue electrical field spread outward at the speed of light, barely visible to the naked eye. As soon as it reached the oncoming Emplates, the creatures were stopped dead in their tracks, as the bioelectricity overwhelmed them by overloading their bodies with electrical synapses, and the creatures instantly crumpled to the ground, disintegrating.

A triumphant smile crossed his lips. "You can thank me later. Where are the others?"

"They are not too far. We shall be at their side in a moment," she replied as a circle of light swallowed them.

Timid and overwhelmed, Lily found herself quickly separated from the others. She managed to dispatch a few Emplates, but she was surprised as one flanked to her rear and shoved her to the ground. Then it pounced, pinning her to the ground with one arm and the other raised high in the air, ready to slash through her soft flesh in the next moment.

But just like the others, a primal instinct took over—her eyes clouded over and her features contorted into a menacing, dark scowl. In the next second, a dark energy pulsed from her entre body, throwing the Emplate back several feet. Silent, she stood, her normal angelic wings replaced by opaque, ebon bat-like wings. With nothing more than a bat of her eye, her surrounding attackers disintegrated.

Illyana and Graylon stepped from a circle of light, into the open space surrounding their young teammate.

"Lily?!" Graylon called, thankful that the young girl wasn't being swarmed by the Emplates. For a fleeting moment, he did question just why she was standing by herself in the middle of a cleared area, never really surmising that somehow she was the one responsible for clearing the area. Instead, she turned at the sound of his voice, her emerald eyes bright. "Are you okay?" he asked.

"I—I think so," she quietly replied, avoiding Illyana's suspicious glare. "The townspeople, I think I know where they are...I can feel their suffering."

"We shall go to them then. Others need our aid first," she replied. But before they could teleport away, Illyana felt a portal open high above them. She looked up, not surprised to see familiar faces falling towards them.

"The Amazing X-Men are here!" Rico grinned as they fell into the fray from a stepping disk, slowed by a forceful updraft.

"Yer like so lame!" Jubilee said. She ducked a swipe from an Emplate and shoved both her hands into its chest. "Eat pafs, loser!" A spectacular light show, accompanied by the familiar boom of fireworks resounded through the cavern as she turned her abilities against other surrounding enemies. The Emplates were blown away, faring weakly against the explosive flashes and bangs of light.

"Whateves, as you like to say. We're saving the day!" he said. He controlled the updraft precisely, enabling them to hit the ground without much impact. Once they did, they immediately leapt into the fray, adding their own powers to offensively turn the tide in their favor.

Focusing, Rico stirred the air currents into a whirlwind with a wide base, which quickly snatched up approaching Emplates. The sharp blades of wind sliced the creatures to shreds as if caught in a blender. Turning toward the other attackers, a quick gust of wind tossed them away easily. Though a different environment, the air currents responded to his command just as easily.

For Ty, this was the first time he unleashed his lightning offensively. He had always let off only a small spark every now and again, usually by accident. But this time, he commanded the bolts with deadly intent, creating chains of bolts that skipped between the creatures, missing his own teammates and sending deadly currents through his opponents. He easily wiped out several within a span of seconds.

Craig was no stranger with the utilization of his power, but it was a bit more challenging in a dry, waterless place. Still, he had enough stored to create a deluge that overtook the Emplates easily but didn't overextend his powers. Skilled at martial arts, he also took on his targets through hand-to-hand combat, making their defeat look easy.

Vincent kept tight control of his power, able to cause spontaneous combustion that mercilessly incinerated his targets. It was finally the chance for him to cut loose, and he didn't hold back. He easily kept the Emplates at bay, and even lent Bishop some aid.

Across the cavern, a sword plunged through the chest of one of the Emplates, piecing it clean through before being pulled back by Rich Cale. Before his first lifeless opponent hit the ground, he twirled around with a well-placed slash to another creature's torso.

"Are these things ever going to give up?" Clarice asked, whipping around with a powerful high kick, which easily took out the Emplate in front of her. Only a few feet away from Rich, she was fighting for her life near her teammates, who fought just as hard.

Her speed and agility proved crucial to her victories as she unleashed sweeps and hand strikes to defeat the attacking creatures. Using her own teleportation abilities, she honed her focus, and with a blink resounding through the cavern, an entire group of Emplates suddenly fragmented as if they were being reflected in a broken mirror. The fragmentation lasted only a moment, casting them into a fit of pain before they vanished, never to be seen again.

"They're mindless, relentless guard dogs," Rich answered in between defensive parries and offensive thrusts.

She took pause, "I take that as a no then."

On the other side, the second-in-command of the Generation X students took out three adversaries simultaneously, but he could feel his endurance waning. "Cyclops, they just keep coming. We can't keep this up!" Ethan said, landing a solid punch to an Emplate.

"Don't worry...we won't have to." Scott unleashed the maximum might of his optic blast, an unbridled blast of concussive force that tore through an onslaught of approaching Emplates. The creatures were bathed in crimson light and hit with the direct impact equal to that of a speeding train. For a normal person, the blow would have shattered every bone, but in this case, it completely obliterated the creatures. After the attack, he asked, "Marvel, did Jean show you how to mind-link?"

The question caught the dual-psionic student off-guard as he finished off yet another Emplate. He had to think for a second—the process from what he remembered should be easy. Relax, expand his mind to those around him, and maintain strict concentration on the connections among everyone. "I—I think so," he replied, slightly unsure.

"We need one. Now!"

Michael shifted his focus and everything around him slowed to a complete stop, a common occurrence when creating mind links. Because of the connection to the astral plane for what would essentially be considered a conference call, the speed of thought far surpassed the normal passage of time, allowing for thousands of thoughts to be transferred in a matter of nanoseconds.

Scott led the telepathic conference. "Okay, Vanguard's right. We'll wear ourselves down by engaging the Emplates. But they're a significant roadblock."

"If these things are created from the townspeople, we can get rid of them at the source," Bishop suggested. Though not ideal, he knew that they would have to split the rather large team into the smaller groups as discussed earlier, which would help them cover more ground in stopping Emplate.

"Agreed," Illyana said. "Lightwing has detected their location. And Emplate's powers have been dampened by Amanda's efforts. We will be able to enter the fortress."

"Yeah, nearly killing all of us in the process," Rico mentioned, the memory still a bit tender from the encounter.

Michael felt an ache behind his eyes. "Keep the chatter to a minimum. It's not easy keeping this many people connected."

Scott understood the strain that went along with telepathy and inexperience. Succinctly, the gave the final orders. "Wolverine and the Blue Strike Force attack from the opposite side of the fortress. My team will go through the front to find Emplate. Bishop and the Red Strike Force will take care of wherever he's getting his energy from. Magik, can you get us there?"

"With ease," she replied.

With the plan revealed, Michael broke the telepathic connection with the others in enough time to duck underneath a wild swipe from another attacker. From a crouched position, he narrowed his eyes angrily, and in the next moment, the Emplates around him were disintegrated, molecularly torn apart. The engagement didn't last long, which suited him fine, since the next course of action was to rally with his teammates to teleport to their next destination.

But before he could make another move, he found himself surrounded by twice as many Emplates. Talk about annoying, he thought, dreading more offensive fighting. But when they lunged at him, he had no choice. He whipped around with a well-timed kick, making solid contact with the side of an Emplate's jaw. A quick, strong backhand took out another, and a left hook connected with a loud crack. Focusing his telekinetic power, he pushed his hands out to the side and his powers extended in a radius around him, bowling over the surrounding enemies, which gave him enough time to make a break for it.

He ducked through the recovering crowd, barely touching the ground as he floated toward the rest of the team.

"Took you long enough," Ethan said after taking down another Emplate.

Michael didn't respond, instead, focused on moving closer to Illyana along with the others. A quick scan revealed that the others were in place, just as they had planned. He made brief eye contact with Illyana before a bright light overtook them, and they disappeared to their next challenge.


Paige Guthrie stared at the monitors in front of her, not really focused on the displays. Her sharp, blue eyes stared blankly ahead as her mind rolled over the visions of horror that her teammates were facing. Only moments ago, half of the team teleported to Limbo, courtesy of Illyana Rasputin, who was previously thought to be deceased. Though there was no real explanation of her resurrection, they had a much larger issue that had to be addressed—Emplate.

The creature had separated from Monet St. Croix's brother, Marius, and now acted autonomously, seeking to conquer the world. To make matters worse, Emplate created clones of himself, mindless monsters to carry out his bidding, and the first thing they did was kidnap the Snow Valley residents. They surmised that Emplate used the citizens as an energy source, feeding from them in the same way he fed from mutants.

Determined to stop him and led by Scott Summers, the team used a stepping disk to travel into Limbo. She stayed behind as the support team to provide backup if needed, but now she found herself thinking about the rest and hoping they were okay. She remembered only snippets of what her brother, Sam, told her about his unexpected trips there along with his teammates at the time, which included Illyana. Needless to say, the descriptions he used made it sound more like a hellish dimension, wrought with demons. She wasn't particularly scared, because heroes weren't supposed to be, but she was definitely allowed to worry.

In particular, her mind wandered to Ethan Callaghan. They weren't exactly dating, but they were more than just interested in each other. But they really hadn't talked about anything down that path, since the time just hadn't been right. There was always something going on—school, crazed mutants, demonic realms. Then there was Jono... it was awkward living and eating with the last person on earth she really cared to see. She had avoided him as much as was reasonably possible.

But that's not what heroes do.

So, she simply kept her feelings to herself, managing to excuse herself from Jono's presence, which inevitably put her right into Ethan's arms.

She turned her attention to Cerebra, wanting to get her mind off her love triangle and the apprehension of half the team maneuvering within the depths of some place with fire and brimstone. As Paige began to type, she realized how much she enjoyed being one of two computer gurus of the team. Since Forge had given Cerebra some long overdue upgrades, she found it much more user-friendly and intuitive, all while maintaining its vast computing power and beyond. Not just a supercomputer, it was an amazing piece of alien hardware, which linked into the more technical aspects of the school, including security protocols and the Danger Room.

Her nimble fingers flew over the keyboard, and with only a few additional keystrokes, several displays appeared across the paneled screens. The visual on the upper, far left caught her eye, and immediately, she zoomed in on the scene. But before she could identify anything, another window opened and Kitty Pryde was suddenly looking back at Paige.

As member of the parent team, she was observing the situation from the main mansion and serving as a communications hub for both teams. Things were disturbing up to this point—a mutant once thought to be a low-threat menace suddenly became a god-like danger to the entire town, traversing a dangerous realm that the X-Men were all too familiar with.

"Are Emma and Sean there?" Kitty urgently inquired.

"They're talking with Ms. Summers, Mr. Rasputin, and Mr. Wagner. The rest...they went to Limbo." Paige bit her lip. She thought about telling her about Illyana, but then decided against it, considering she really didn't know all of the details.

"I figured as much," Kitty responded thoughtfully, as if pondering some unseen ramifications because of their lack of presence. "I was checking out the surrounding areas down there. Are you seeing what I'm seeing?" she asked.

The young Southerner studied the screens, her lips pulled into a tight line.

Paige's screen panned in from a bird's eye view to the streets, where the foreign creatures searched endlessly for their next victim. Much to her dismay, she didn't see any normal humans on the street. She was a part of the group that was briefed by Bishop on the current situation, but seeing it virtually with her own eyes was entirely different.

"Oh my lord, The Emplates...they're roaming the streets...they're everywhere!"

For some reason, the Arminthorpe Corporation popped into her head. They were nearby, so it was likely that the Emplates had found them also. She adjusted the coordinates with a few keystrokes then watched as the camera zoomed onto the estate.

"That's not all," Paige informed the X-Man. "There's another group of mutants in the area. They have a compound about thirty minutes from here. It looks like the Emplates have found it too. They've got a high level of security, but I don't think it'll work against them. And if Emplate gets a hold of more mutants, we could be in more trouble."

Deep in her heart, Paige valued everyone, no matter what side of the tracks they came from. And if she had the power to help someone, then she would, regardless of reciprocity, which is what made them different from their foes.

"I'll tell Mr. Cassidy. We should be able to send a team out there. We can't let them face this alone, even if they're our enemies."

Kitty nodded. "Understood. Things are getting dangerous, be careful down there."

"Will do," she replied then ended the transmission. In her mind, she had already pinpointed the right people to respond...she just hoped that they could get there in time and that they weren't too late.


Generation X and all characters related to Marvel belong to them. Any other characters are fictional

Aotrs Commander – Thanks for continuing to stick with the story! You'll get to see the split teams in the next chapter, which should make for some great dynamics between the X-Men and the students! And yes, I'm not quite a fan of the new direction they've taken Jubilee, so we'll just have to wait until this Phoenix thing is all over to see what they do with her!