Earth – 3438

The Legacy Virus.

A virus specifically designed to infect and kill mutants. On hundreds of thousands of worlds across the multiverse, it was a plague that claimed countless lives, both human and mutant. On others, it only affected a few.

On Earth – 3438, it was a pandemic eclipsed by the flu season.

The virus infected only a handful of mutants before coming into contact with the X-man Wolverine, whose healing abilities produced the anti-bodies needed to combat it. This would have been the end of the Legacy Virus once and for all had it not been for one man.

His name was Bolivar Trask.

Already responsible for the creation of the Sentinels as well as many of the other weapons used specifically for the purpose of hunting and exterminating mutants, Trask believed that the Legacy Virus had not outlived its usefulness. That it could still be cultivated and developed into a weapon capable of exterminating mutants.

His studies to this end produced several variant strains of the virus, each quite deadly. Too deadly in fact. It seemed that the Legacy Virus, once properly cultivated, could target not just mutants but even those with the recessive mutant gene as well, making it potentially lethal to humans as well.

Trask only wanted to kill mutants, not humans. So he attempted to re-engineer the virus using DNA from another source.

The Phalanx.

Several years ago, a harvested virus from a race of beings known as the Technarchy produced a new sub-species called the Phalanx. These techno-organic life forms, considered abominations by their 'ancestors' in the Technarchy, reproduced by assimilating individuals into their species, infecting them and transforming them into beings like themselves. Curiously however, the Phalanx possessed an initial inability to assimilate mutants.

Trask believed that Phalanx DNA and its unique reaction to mutant physiology would provide him with the answers he had been seeking. He thought that by splicing the original Phalanx virus with strains from the Legacy Virus, he would produce more than just a weapon. He would create a new life form, one capable of targeting only mutants. This became his new goal; an army of living monsters with the ability to suck the life right out of anyone possessing an active mutant gene.

Or at least that was his plan until Mystique of the Legion of Evil Mutants became involved.

A single well placed explosive charge within his lab brought an end to all of Trask's plans and should have brought an end to Trask as well.

Instead, the exposed DNA of the Legacy Virus and the Phalanx saved Trask's life, at the cost of his humanity. The accident transformed Trask into the very monster he sought to create. A hideous, metamorphic, techno-organic abomination with a hungry desire to suck the life energy out of mutants.


The Crystal Palace – Nowhere and no when

"And one other fun fact." Sage added as she concluded her briefing. "Trask's body is capable of more than just absorbing the life energy of his victims. He is also able, as a by-product of this process, to incorporate their DNA into his own."

"Meaning?" Sabretooth asked, suspecting that he already well knew the answer.

"Meaning," Sage added with a quick sigh "that if he kills a mutant in this manner, by literally sucking the life out of them, he is actually capable of permanently absorbing their powers as well."

Sage paused a moment as if to allow the implications of this revelation to pass around the briefing room and her teammates from across the multiverse; the Exiles. Gathered around the room, Sabretooth, Mystiq, Rogue, Shadowcat, Morph, Psylocke and their newest member 'G' Gambit listened intently to every one of her words.

"I saw this on TV." Morph mused as he shifted the molecules of his body to give himself dark sleek hair, a dark overall coat and a blue uniform. "He almost blows up New York and then turns into Spock."

"Does anybody understand what Morph is talking about?" Cat asked bemusedly.

"Rarely." Psylocke admitted with just a hint of the same girlish grin.

"So bottom line it for us Sage." Sabretooth cut through the chatter. "How bad is this for us?"

"Bad." Sage brought herself back to the business at hand. "Trask had connections within the United States government. He's on the hunt now for mutants, so he'll go after the one government funded mutant team; the X-Factor. He'll kill them. All of them. He'll go after the X-men next and by then, he'll be too powerful to stop. Most of this world's non-mutant heroes just died fighting Onslaught and the rest were badly battered fighting Magneto and an army of evil mutants, so if Trask, who is now calling himself 'Killer X, isn't stopped soon, he won't be. Ever. This world will be damaged irreparably."

"What is this pattern with attaching an 'x' to your name weather you're a villain or hero?" Morph mused aloud as he shape shifted his own head into an 'x' shape. "Mutant X' and now 'Killer X'?"

"I reckon this ain't no laughing matter Morph." Rogue groaned, un-entertained by his antics.

"You kidding me Rogue?" Morph never lost his steam in the face of her ire. "We got to be prepared for 'Disgruntled Cubicle Dweller X' and 'Evil Postal Worker X'."

"Killer X is just now moving towards X-Factor's base of operations in Fall's Edge, Virginia." Sage interjected once more. "They don't know he's coming, so they'll be completely unprepared for him."

"Then we got to let them know." Sabretooth stated matter-of-factly as he rose up from his chair.

"Quickly! To the Exiles-mobile!" Morph all but jumped out of his chair, decorated now in flashy blue and red spandex with a cape that somehow seemed to hang in the air despite the absence of any breeze in the Crystal Palace, his muscles bulked up to an obnoxious degree. "No wait, we're too cheap to have a car. Or a jet. Or a boat. Heck I'd settle for a little golf cart just to get around the Crystal Palace."

"Morph, we have an observatory that looks over all of time and space." Psylocke reminded as the rest of the Exiles made their way towards the transporter pads.

"Cat, I want you staying behind on this." Sabretooth looked over to the youngest member of the Exiles. "You seem to have a knack for the systems around here; I want you running support through the Tallus."

"Pretty much my plan boss." Cat shrugged at the order. "It's like I keep saying; machines make sense. It's people that there isn't a manual for."

"So is this the way things normally are?" The Exile currently known as Gambit asked.

"Pretty much G." Sabretooth answered. "Stop the bad guy before they stop the world from spinning. Just another day at the office."


Earth – 3438

"This should be just another day on the job." Sage insisted plainly as she addressed her teammates gathered around the briefing table. Gathered before her, though she was quite new to the team herself, were her teammates on the world saving X-Factor. Strong Guy, Multiple Man, Polaris, Havok, Quicksilver, and Forge listened intently to every one of her words. "We've recently got word of another splinter group from Magneto's Legion of Evil Mutants."

"Ever since Magneto went M.I.A, these little fragments of his army have been popping up left and right." Forge, acting field leader of X-Factor, noted aloud.

"Too true." One of Multiple Man noted aloud as he drew another card, continuing to play against three of his other dupes. "It's getting to the point where it's almost taking up a whole half of my daily planner."

"And yet you suffer on." Polaris noted amusedly.

"And on and on and on." One of the other Multiple Man's noted with a groan. "I swear you could listen to him go on all day."

"We do!" The other dupe noted sourly.

"People." Sage tried to regather everyone's focus. "Please."

"How many of my father's would-be soldiers are we dealing with?" Quicksilver's cold mechanical voice filtered through the vocal synthesizer that Forge had built for him after his latest battle with the armies of his father. In truth, it had taken a massive effort on behalf of X-Factor, the X-men and the British team Excalibur to put an end to Magneto's latest attempt to seize power, and when the dust had all settled, Quicksilver had counted himself among the lucky ones.

"No more than six. And we're not talking heavy hitters either. These are just some low level rabble." Sage assured. "But if Intel is correct, this particular bunch has a nasty habit for mayhem with a particular enthusiasm for the mindless kind. They specialize in populated targets and the more media attention, the better."

"Great." Polaris let out with a sigh. "I guess that means we're heading for the city."

"Not necessarily." Forge chipped in. "They like to strike populated targets, but they also like laying low outside of the cities they target. Further away from where the local law will be looking for them. And if they really are runaways from Magneto's legion, they're going to need a place to gather and lick their wounds before figuring out their next move."

"There are plenty of back roads around these parts for them to get lost in." Havok reasoned aloud. "Sounds like the perfect place for them to hide and plan their next move."

"I can cover those roads faster than anyone here." Quicksilver insisted with eagerness that escaped his vocal synthesizer.

"You're on recon." Sage agreed. "But only recon. These guys may not be from the big leagues, but they shouldn't be underestimated either."

"If they are indeed renegade warriors of my father," Quicksilver assured Sage, starring down her and anyone else who might dare to meet his gaze "then I assure you, neither am I."


The mutant terrorists in question to whom Sage had been referring had indeed found a small place for themselves. An empty diner, long since abandoned and condemned, had now had its boarded doors opened. And within, four of the six hiding mutants in question remained huddled together.

"He's taking too long." The largest of them, a mutant named Brickbat insisted angrily.

"You said that five minutes ago." Another of them with metal claws for fingers, aptly named Talon, retorted.

"Well he is." Brickbat crushed a spare chunk of gravel to dust in his frustration and hunger.

"Oh come on. Cut it out already." The voice of reason in this case came from an insectoid like man. Having taken the name Dive Bomber on account of his pronounced fly-like wings, he rationalized "Things could be worse. We got a roof over our heads."

"Yeah, and assuming it doesn't collapse on us," the last of them, a seemingly otherwise normal looking young man in a sleeveless t-shirt noted "we should be just fine if we don't starve to death."

They had been like this for the past hour. Tired, sore, cold and hungry. And truth be told, they weren't really the most pleasant bunch of people under ideal circumstances. So when the sound of a truck pulling up outside was heard over the otherwise yawning nothingness of the countryside around them, all four ran out eagerly.

"What took you two so long?" Brickbat demanded angrily. "I'm starving."

"Give it a rest." The leader of the group, a much younger man named Spitball, dismissed as he and his girlfriend, a blonde woman his own age named Temptress, stepped out of the car with supplies in hand. "We found something on our way back. It was crawling on the side of the road, and we figured the poor fella could use a good home."

At this, the group exchanged a series of confused looks at one another before turning back to their leader. Tension asked "So what, you decided to adopt some road kill?"

"Oh no." Spitball assured as he released the back of his trunk. "Nothing like that."

As the back side fell away, the group looked down at the large figure in question. Moaning softly and laying otherwise completely still, the body was that of a man, yet with a strange sheen to his skin. His flesh looked like the insides of a computer yet golden and otherwise completely smooth.

"And really," Spitball smiled, looking down on the figure before turning back to his teammates "what kind of man would I be to turn away one of my own?"


Bolivar Trask set about in his lab, still working. Always working. His assistant had already left for the night after pleading with him for some rest.

That damnable fool Gyrich. Didn't he understand that rest was a luxury that they didn't have?

Magneto's Legion of Evil Mutants had already attacked Washington D.C. There were even rumors that they had found the President's bunker and were holding him hostage. How did the old saying go? 'When the cat's away, the rats come out to play.' And with the Avengers and the Fantastic Four now K.I.A, the rats were pouring out of the woodworks.

Magneto had assembled his army in almost no time. Trask had tried to warn them. He had been warning them for years, but as usual, the politicians weren't interested in taking any serious action or committing to any plan or solution that could ever be traced back to them or their campaigns if something ever went wrong. Instead, they were happy to sit back and let the Avengers solve their problems for them. They were even so apathetic about the mutant problem to let that self-styled vigilante army of Charles Xavier's solve the problem.

Trask had known better. If mutants were really going to be wiped out, then humans would have to step up and fight for themselves.

The mutants had gathered an army. But soon, Trask would have his own army.

Trask had reviewed the raw data. As a race, the Phalanx had possessed formidable metamorphic abilities. Now, mixed with strains from the Legacy Virus, they would become a walking plight upon mutants. An army of super powered beings capable only of harming mutants.

A soft sound off in the distance caught Trask's attention. Looking up, he saw his lab assistant taping on the glass windows high above looking down on him, trying to catch his attention.

Trask's brow arched in confusion. What the devil was Gyrich doing back? And what was with that stupid grin on his face?

The answer came over Trask in a wave of horror as the figure of Henry Gyrich melted away before Trask's eyes, replaced by another figure, a feminine one with blood red hair and a deep green skin. This new figure licked its lips as it drew a remote detonator in hand.

Trask barely had time to dive for safety as the figure turned the switch, triggering a fireball less than fifteen feet from where he'd had been standing. He hadn't made it more than an inch before the force and heat of the explosion had picked him right off his feet and hurled him across his lab, slamming him mercilessly into the stone wall before gravity crashed him down onto a metal table, crushing a series of glass tubules and beakers beneath his own weight.

It didn't hurt. Not as much as he would have expected it anyway. That was a bad sign as it more than likely meant that he was going into shock. He tried to crawl for safety without any regard for which direction it might lie when he noticed the strange liquid smeared over his coat and leaking onto his skin.

His eyes felt heavy. He could feel blood pouring down his face and tried to keep it from getting into his eyes. The world blurred and began to go dark.


The man that had once been Bolivar Trask stirred slightly. His eyes opening, he looked up into what appeared to be the insides of a run down building. He lay on the hard floor with a filthy blanket covering his body.

His body. His skin!

The sight startled him back into full awareness as he looked down on himself. His entire skin looked like it was made of circuitry. All over himself, he tried to feel for any patch of bare skin, any part of himself that was still human. Nothing! What had they done to him?

"You're awake."

Trask looked over to see a red haired young man cooking what looked to be a can of beans over a fire lit on the floor in the middle of the large room.

"You've been out a while. Wasn't sure if you were going to wake up at all." Satisfied that his guest was awake, Spitfire turned back to their dinner. "You were pretty out of it when we found you. Couldn't tell for sure whether or not you were alive. You don't exactly have a pulse for us to take; not one that we could find anyway."

At first, Trask didn't respond. He could hear the words but it took a few seconds for them to make it to his brain. "We?"

"The others headed out. I thought I'd stay. Make sure you were ok. After all," Spitfire turned back to where Trask was laying "guys like us have to look out for each other."

Again, Trask was slow to respond. "Us?"

"Sure." Spitfire nodded patiently. "You know. Different."

A horror overcame Trask as his mind suddenly caught up with itself to fill in the blanks of his predicament. Images of his lab, the explosion, the test tubes broken but not completely destroyed by the fires. He looked down once more at his living mechanical hand, declaring in a horrified whisper "I am different."

"Yes you are." Spitfire acknowledge without turning away from his beans. "So, what can you do? Do you have to be plugged into a wall socket or something cause we ain't really got lights around here."

Trask looked down upon his hand, unsure himself whether or not he really did need electricity to sustain himself. In all the unrealized terror and excitement, his mind could only reach one horrifying, ironic conclusion. He had done it. He had created a techno organic monster, and it was him. But all the research he had done had been purely theoretical. There had been no time for anything even remotely approaching live trials. Beyond a few cell samples mixed in the lab, there had been no data for him to go on, no idea what he was capable of. He could just imagine himself sticking his fingers into a light socket for the rest of his life just to sustain himself instead of ever enjoying real food like a normal person.

At the very thought, his fingers began to change, the form of his entire hand altering to that of prongs for a light socket.

"Whoa." Spitfire's voice caught Trask's attention. He looked up to see the young mutant looking at him, clearly impressed. "Shape shifting huh? Always thought that'd be a cool one. Can you make yourself look like anyone?"

The question caused a glimmer of hope to pass through Trask's mind as he tried. He attempted to bring his mind to focus on a mental image of himself, yet nothing seemed to come of it. He tried and tried, focusing and tensing himself, yet all for naught.

"What the matter? Haven't you ever tried your own power out before?" Spitfire seemed confused by Trask's lack of experience.

"I didn't used to be like this." Trask insisted, the fear in his voice still evident. "I used to be normal."

"Normal?" Spitfire asked as if in disbelief. "Yeah, I remember being normal too. You wanna know what being normal is?" At this, he turned back to his beans. "Normal is being boring. Normal is waking up every day so you can sit through traffic to work at a job you can't stand so that you can support a life you barely like in the first place. That's what normal is."

Trask remembered back to being normal. To being human. It was true that his job was far more…involving than most peoples. And he had taken it very seriously. Always at work. Always devoting his mental and physical energies towards some new pursuit or design. The construction of Sentinels, the designs for inhibitor collars; these were just another 'normal day at the office' for him. Yet he also remembered back to simpler times. Before mutants. He could still remember a day when he had just been another bright eyed M.I.T graduate. "It sounds nice."

"No, it sounds familiar. And that makes it safe." Spitfire countered. "People always go for the safe. That's why they hate folks like you and me."

At this, Trask looked up sharply.

"We're different, and that makes us not safe." Spitfire explained simply. "Dangerous. And they'll do everything they can to keep us down. To wipe us out. Because we are dangerous. That's why we have to stay together." At this, Spitfire put down the can of beans that he had been cooking and walked over towards where Trask lay. "You see one day, we'll be the normal. We'll be everywhere, and they….they won't be anything. They'll be the ones hunted, huddled into camps, or better yet. They'll be left to rot on the streets while they watch us take their world and run like it's always been ours. Cause it always has been. They think God made them in his image, but he didn't. Because they can't do the things that God can do, we can."

"Really?" Trask looked up at the young mutant in front of him. He could smell the power in this young man, could practically feel it radiating. It stirred something within him, something hungry.

"One day, it'll all be ours." Spitfire promised. "And they'll be a footnote in the genetics books. That embarrassing middle step between ape and god."

The shape of his hand altered itself according to Trask's desires rather than his conscious intent, forming a long, pronged dagger which he tried to hide by locking eyes with the red haired mutant. "You make it sound like that day is right around the corner."

Spitfire placed his hand reassuringly on Trask's shoulder. "It is."

Dark desire cast aside the last of the chains holding it in place and roared within Trask. "We'll see."

The sound of tires across dirt road could be heard as the headlights from a truck leaked into the run down diner. Trask's hand instinctively reverted back to its natural form as Spitfire moved towards the windows. "Looks like they're back."

"They are?" Trask asked unsurely.

"Yeah. Come on." Spitfire gestured to him. "Might as well meet the crew if you're going to be staying with us."

Trask rose uncertainly from his spot, pleased to at least find that his new legs were strong. Very strong in fact as Trask found himself feeling lighter on his feet than ever. Careful not to give away his anxiousness, Trask followed Spitfire outside to find a group of five mutants all pouring out of a beat up truck.

Trask paused at that. How did he know they were mutants? They were. He was sure of it. But how could he be so sure? It was as if something within him could taste it in every one of them. Could feel it.

"So, I see your pet's awake." The larger one laughed over a mouthful of chips as he gorged himself.

"Lay off." Spitfire warned. "He's with us."

"So what's his name?" Tension asked eagerly.

At this, Trask looked up anxiously.

"Might as well make introductions I suppose." Spitfire reasoned as he indicated to himself first. "I'm Spitfire, and my crew here includes Tension, the big guy is Brickbat, the fox over here is named Temptress" he indicated to the only female in the group before going around "and we've got Dive Bomber and Talon."

"So what about you?" Talon pointed his long, metallic fore finger at Trask. "You got a name?"

"My name?" Trask looked down upon himself and his new skin. "My name is X. Killer X."

"Pfft. And I thought 'Spitfire' was stupid." Brickbat laughed to himself.

Any further quips were cut off as the groups car exploded in a maelstrom of metal and fire throwing all seven figures to the ground. All miraculously unharmed, they looked up at those responsible for the attack.

"Attention, all of you." Havok ordered as he brimmed with energy, standing at the lead with the rest of X-Factor behind him "stand down and you will be taken into custody. On behalf of the United States government, you are all under arrest."