Disclaimer: X-Men: Evolution and all Marvel characters are property of Marvel Comics. Superman, the Justice League, and all DC characters are property of DC Comics. I am not making any money from this story; I wrote it solely for my own amusement. Enjoy!


Deep Space, Sol System, September 10, 2009

The endless dark of deep space echoed with its own silence, dotted only by pinpricks of white starlight in the distance; even the Earth itself was a faint blue dot against the inky black…

…unless you had Kryptonian eyes.

Floating in the void, his silvery nanosuit covering his uniform, his visored helmet recording countless bits of data at quantum speeds, Superman remained still, his eyes closed as he savoured the silence. After the past year, quiet had been – and still was – a precious commodity…

"Kent. We're almost in position; get back in here."

Hearing the perma-growl of his teammate, Superman chuckled, opening his eyes. "On my way, Batman." Turning around, he flew back the way he'd come, towards the colossal, red-blue crystalline Superdreadnought – the Perseverance of Von-El – as it glided through the black, extending a towing-beam. A few light-minutes off its port beam, a second Superdreadnought, one of its sisters, the Cunning of Del-Shon – an exact replica, save for its green-black colour-scheme – glided along, its own towing beam extended, as both ships pulled an even more colossal cargo: a positively titanic, semi-translucent, blue-crystalline construct, its size well in excess of Earth's moon, resembling a gargantuan sea-urchin with enormous crystal spikes, surrounded by numerous crystal rings, the largest at its equator, while the rest decreased in size gradually as they approached the poles, with the largest spike at its top, adorned with a three-pronged crest.

The Sentrius Battlestation.

Once he was within range, Superman was swept up by the Perseverance's teleporter-wave, which deposited him on the bridge with his two teammates. Gazing out through the Perseverance's vast view-screen for a few more seconds, Wonder Woman turned towards him with a friendly smile. "I must say, Clark, this vessel provides quite a view!"

Tapping his belt-computer, Superman retracted his nano-suit, his uniform and cape turning back to blue and red as the nanite-coating slid back into the buckle, exposing the S-like crest of the Broken Eternity on his chest, his smile revealing as his helmet disassembled. "I thought so, too, the first time I was on deck!"

His cowl-clad visage focused on the fully-automated main console, Batman frowned. "And each of these ships can operate fully on their own? Without any crew?"

"That's right, Bruce – they're basically just big robots," Superman answered. "All they need is for either Sentrius or myself to give them an order."

Satisfied, Batman turned towards him. "Do you have the readings?"

Tapping his belt-computer again, Superman sent the data he'd collected to the ship's main computer, displaying it on a holographic star-map depicting Sentrius in the middle of the solar system. "It all checks out, Bruce: Sentrius is in perfect position, out of the way of any orbital path. We've hit the sweet-spot."

"Well, that's a relief!" Wonder Woman said with a nod. "And she's ideally placed to assist in any in-system emergencies?"

Before Superman could answer, a computerized female voice came in over the communicator. "That is correct, Princess Diana. My communications array is fully capable of intercepting all emergency signals transmitted within this system, and my Point-to-Point Wormhole Generator can deploy relief-ships to any location within ten light-years of my position in a matter of minutes."

Batman's frown deepened. "I didn't know you were programmed to eavesdrop."

Diana's chime-laugh answered him. "Says the expert on the subject."

Sentrius' voice turned regretful. "My apologies," she said. "I had only intended to inform Station-Commander El that my station-self is in position, but I believe that fact is already apparent."

Superman nodded. "That's correct, Sentrius…and right now, it's either Kal or Clark; barring another emergency like the invasion, I won't be activating my commission."

"Impossible, Station-Commander. Any other reference would be a gross violation of Defence Force protocol and acceptable military conduct."

Superman sighed. "In any case, we're ready to beam aboard at your discretion; once we're aboard, power the ZSUs and put the Superdreadnoughts back in storage, and then prep the Argo for departure."

"Acknowledged, Station-Commander. Standby for transport."

In seconds, a much larger teleporter wave washed through the Perseverance's bridge and engulfed the three of them; as the wave faded away, they found themselves within the similar, blue-crystal layout of Sentrius' Station-Command, with the holographic visage of Sentrius herself hovering above them. "Transport complete, Station-Commander. Initiating ZSU deployment."

Through the large view-screens of Station-Command, Superman could see the familiar violet-black singularities as they engulfed the two Superdreadnoughts, putting them back into Phantom Zone storage. "Excellent, Sentrius. Any word from the Watchtower?"

Sentrius' image turned mildly puzzled. "Negative, Commander: I have detected no significant alerts from the Beacon system. However, prior to my departure from Earth-orbit, I did detect one burst of anomalous activity."

Batman was instantly alert. "What kind of anomalous activity?"

Sentrius was silent as she processed for several seconds. "Apologies, Batman: the activity I detected has no prior reference in my database. I have nothing to compare it to."

Wonder Woman looked grave. "Was it significant?"

"I do not believe so, Princess Diana: the incident consisted of an extremely low-level energy-plume of an unknown type, occurring within Earth's Sahara Desert. As such, I logged it as anomalous."

Now Superman looked concerned. "Okay, that's weird. We'll have to look into it after the meeting with the oversight committee, tomorrow."

Wonder Woman sighed. "I still cannot believe we must deal with these politicians on a regular basis," she muttered. "Of the choice between the committee and giving Sentrius' Command Module to the UN, I do not know which would be worse!"

Batman's tone was dry. "Why are you complaining, Princess? J'onn and I are the ones who'll be meeting with them."

Sentrius spoke up. "Query: when the two of you attend, might I be allowed to accompany you?"

Superman and Wonder Woman were both surprised, while Batman just arched an eyebrow. "Why?"

Sentrius' image turned regretful. "Regardless of my directive to obey Zod's orders, I participated in the hostilities against Earth," she said. "It…disturbs me that I was a party to the attacks; I wish to convey my regrets to Earth's leaders."

"Sentrius, we were all taken in by Zod," Superman answered. "He used all of us to further his agenda."

"Nevertheless, Commander, I would like to address the committee," Sentrius insisted.

Diana nodded. "I suppose we could use the Watchtower as a relay to open a channel to the UN…"

"I do not believe that will be sufficient, Princess Diana. I would prefer to apologize in person."

Batman's tone was dry. "And how do you plan to do that?"

"I have already sent my proposed schematics to Commander El's computer for review," Sentrius answered. "I can implement them within 12 hours."

Curious, Superman popped out his belt-computer, and switched it on to look over the files he'd been sent…and his eyes went wide. "Wow."

"You disapprove, Commander?"

"Not at all!" Superman said. "I'm just…surprised!"

Intrigued, Diana glanced over her teammate's shoulder…and smiled. "I think this is a splendid idea, Sentrius!"

"Thank you, Princess Diana." Sentrius' tone returned to business. "Commander El, after reviewing the data from the invasion, I would strongly recommend establishing a chain of command in station operations: given training, Citizens Ka-Lir and Zor-El could be commissioned to utilize my systems in the event you are incapacitated, should another such crisis arise."

Switching off his computer, Superman looked thoughtful. "That's an idea," he agreed. "We'll have to discuss it with Alison and Kara."

"Understood, Commander." Sentrius paused. "I am detecting an incoming transmission from the Watchtower, low-priority. Shall I patch it through?"

Batman nodded. "Go ahead."

Seconds later, the Flash's voice came in over the communicator. "Hey, guys. Everything okay, out there?"

Superman chuckled. "Everything's fine, Wally. We were just having a little housewarming chat with Sentrius."

"She's settled in, huh?" Flash asked. "Cool by us; no offence to the big gal, but maybe now folks won't be so jumpy – you know, outta sight, outta mind?"

Batman folded his arms. "You had a message for us, West?"

"Oh! Right!" Flash answered. "Nothing major: I just heard from Professor Xavier – you know those new students he was expecting? They just arrived at the Institute, and he was hoping you and J'onn could be by soon for the meet-and-greet."

Superman smiled. "Tell him we'll be stopping by shortly," he said. "Anything else?"

"Yeah: Alison and Kara are just getting back from their visit to Themyscira, and I heard from Pete – Mr. Jameson wants to talk to you and Snoopy, this afternoon. Also, I heard from your Mom: she said she needs to reschedule her dinner with you and Alison, on account of she's got plans with… "

Superman quickly jumped in, his face flushed. "I'll touch base with her on that, Wally," he said quickly. "We'll let you know as soon as we're back in range. Sentrius out."

As Superman ended the call, Wonder Woman couldn't help but chuckle as she saw Batman's scowl deepen. "Sooner or later, the two of you are going to have to deal with the fact that your parental-figures are seeing each other."

Superman looked queasy. "Talk to us when you can deal with your mother dating again, Diana."

Diana's expression collapsed. "Point taken."

Batman's face returned to its neutral blank state. "I assume we're done here?"

Superman nodded. "Sentrius: prep the Point-to-Point Generator and ready the Argo for departure. We're heading home."

"Acknowledged, Commander. Targeting Earth-orbit and charging catapult."

In the middle of Station-Command, the large, World-Gate-like crystal ring began to spark, spinning a swirling vortex within it, before the loading-elevator deposited the sleek, white-crystal form of the Argo in front of it, its energy-tethers linking to the Speeder's retracted engine-pods, ready for a fast launch. Seconds later, the Argo's teleporter wave engulfed the three of them, depositing them in the cockpit. Moving to the pilot's chair, Superman took hold of the controls, powering up its holographic HUD. "We're good to go, Sentrius; you may launch when ready."

"Understood, Station-Commander. I will notify the Watchtower should any emergency arise in-system. Deploying catapult in 3…2…1…launching."

The Speeder's view-screen depicted it perfectly: like energized taffy, the catapult's tethers snapped back, sling-shooting the Argo through the stable wormhole, and then out into space right above Earth's orbit, the wormhole winking out of existence as it expelled the Speeder. Piloting the Argo into a stable orbit, Superman set a course for the Watchtower. "I'll just drop you two off before I head to the Bugle; you can tell J'onn I'll meet him at the Institute within the hour."

Wonder Woman nodded. "Be sure to give the Professor and the new arrivals our best!"

By then, the impressive space-station headquarters of the Justice League was in sight, hovering above the Earth in orbit. Guiding the Argo into a close pass, Superman activated the teleporter, depositing his two teammates safely within the Watchtower's Monitor Womb, before taking the Speeder down towards Earth. Once the Argo was through re-entry, Superman set the autopilot, and activated the teleporter once more, beaming himself out into the open air, miles above the gleaming blue of the Atlantic Ocean. As the Argo flew on to the north, heading for its dry-dock in the Fortress of Solitude, Superman accelerated west, a sonic boom echoing behind him as he flew towards New York.

He didn't know what his employer wanted, but at least it couldn't be anything too serious.


Xavier Institute, Westchester, New York, a few minutes earlier

"Okay, it's official: we just found a trainer way worse than Logan!"

As she and Kara, in matching short, white, one-shoulder, toga-style robes, walked into the impressive Main Hall of the Xavier Institute, Alison "Power Girl" Blaire smiled at her boyfriend's cousin. "The second one in a year!" she agreed. "Now that's a spooky thought!"

Her mid-length blonde hair haloing her face, 16-year-old Kara Zor-El nodded. "If that Philippa was Diana's instructor, then it's no wonder she wanted to leave Themyscira!"

Alison shrugged. "Would you have preferred Artemis?"

Kara cringed. "Probably not."

Alison looked thoughtful. "Still, Amazon hardass or not, we could definitely learn a lot from her," she admitted. "Remind me to thank Diana and Queen Hippolyta for the invite."

Kara groaned. "Sure, after I take a shower," she moaned. "I swear, there must have been Kryptonite in that sparring-hall!"

Wincing, Alison rubbed her shoulder. "No kidding," she agreed. "I guess we'd better get cleaned up before the new arrivals get here." At Kara's nod, the two of them walked upstairs, heading to their respective rooms. Letting Kara take the first shower, Alison headed to the room she and Clark shared, before flopping down on their bed face-first, letting out a piteous groan. 'As if starting university tomorrow wasn't hard enough…'

Managing to pull herself together, Alison got up, and walked over to her laptop, switching it on and logging into her e-mail. 'Okay…junk, junk…message from Dad, so I'll read that later…junk, junk…'

A frown crossed her pink lips as she glanced the subject line of one e-mail: I'll always be there for you. A check of the sender confirmed it wasn't Clark. 'Ugh! Not THIS guy again!' she inwardly complained. 'How many times do I have to freaking report you before you get the message? Good-bye, stalker!' Bringing up the e-mail, she quickly hit the "Report Abuse" link, deleting it, before leaning back with a sigh.

The second she did, Alison let out a yelp as something cold and damp brushed her leg…before she smiled as she recognized that familiar happy panting. Reaching down, she gave Krypto's ears a scratch as the Superdog brushed his nose against her leg, his tail wagging happily. "You knew I was stressed, didn't you, boy?"


Before Alison could say more, Kara's voice called from the hallway. "Bathroom's free!" Picking a change of clothes, Alison headed for the bathroom, closing the door behind her. After several therapeutic minutes under the hot water, Alison turned off the shower and toweled off, before changing into a pair of blue jeans and a light pink tank-top, fitting just snugly enough over her ample curves. Tying her long, strawberry-blonde hair back into a ponytail, Alison finished off her outfit by clasping her favorite pendant – the one Clark had given her, their first Christmas together – around her neck, and then heading out of the bathroom.

As she emerged, Alison was greeted by a passing flare of ruby hair; walking by the bathroom, Jean "Phoenix" Grey, in her usual clothes, turned to greet her with a smile. "I take it your and Kara's trip to Themyscira went well?"

Alison smiled back, though she winced a bit, seconds later. "It went pretty well…although we could've done without the ancient-Danger-Room session with Diana's old teacher."

Jean flinched. "That bad?"

"Two words, Jean: female. Logan."


Alison nodded. "After that, I'm actually looking forward to university, tomorrow," she answered. "So, are the new kids here, yet?"

"They just got here, a few minutes ago," Jean answered. "Scott and the Professor just went to meet them."

Alison's smile came back. "I guess we'd better go say hello." With that, the two of them headed downstairs.

Arriving in the main greeting-hall, Jean and Alison found both Professor Xavier and Scott "Cyclops" Summers waiting for them. Meeting her boyfriend's gaze, Jean smiled. "Hey, handsome."

Scott grinned back. "Hey, beautiful," he greeted back. "So, are you ready for tomorrow?"

Jean's smile was a bit nervous. "You mean for our first day of both university and part-time instructing here?" she asked. "A little scared; you?"

Scott chuckled. "For classes, I'm just a bit stressed," he answered. "For instructing? Petrified."

Sitting in his wheelchair, Charles smiled gently. "I'm sure you'll both do fine," he soothed. "I'm sure you remember how Clark was apprehensive about instructing the New Mutants, and he did swimmingly!"

Scott nodded. "If you say so, Professor," he replied. "So, are we going to meet the new guys, or what?"

Charles' smile grew. "I believe they're ready for us, now." With that, he rolled into the living room, prompting them to follow.

As they entered the living room, they found eight others waiting for them; three of them were their other instructors: James "Wolverine" Logan, Hank "Beast" McCoy, and Raven "Mystique" Darkholme. The fourth was a young Japanese woman of around 15, of mid height, and lithe frame, clad in blue jeans, a j-pop t-shirt, and a jean-vest, with headphones over her ears, her mid-length black hair flowing freely, and her dark eyes mildly pensive. The fifth was a young man, around 18, fairly tall and gangly-thin, in brown khaki pants and a black t-shirt, his short hair a light red-brown, with green eyes. The sixth was a young woman, around 20, tall and athletically built, wearing black jeans and a violet t-shirt with a black jacket over her ample curves, her pale blonde hair mid-length, and her ice-blue eyes glaring.

And the other two, they already recognized.

More than a little surprised, Jean walked towards them. "Fred? Todd?" she asked.

Grinning sheepishly, Todd "Toad" Tolansky scratched his head. "Hey, Red, Cyke, Blondie," he greeted. "Bet you're surprised to see us, huh?"

Scott chuckled. "Yeah, you could say that," he answered. "Not that we're not glad you dropped by, but…"

"…why?" Todd finished. "Well…funny story…true story…"

His immense girth shaking as he sighed, Fred "Blob" Dukes picked up from there. "After Supes took down Big Z, we were just gonna head home, but the Boarding House got fried."

Todd nodded sadly. "Not sure if it was Zod or the other guys that did it, but either way, we were out on the street." His stomach rumbled at that, prompting him to add, "And maybe a little hungry."

Charles' expression tinged with sympathy, answering Todd's question before he could even ask. "Of course you both can stay with us."

Fred grinned. "Great! Thanks, Professor X!" he exclaimed. "So…think me and Todd could head to the kitchen and fix up a little..?"

Todd groaned. "Jeez, Fred, could we wait until we actually get moved in before you eat 'em out of house and home?"


Smiling warmly, Charles turned to the three new arrivals. "All of you, welcome to the Xavier Institute," he greeted. "As I'm sure you've guessed, I am Charles Xavier, your headmaster, and these are three of my students, Scott Summers, Jean Grey, and Alison Blaire; you've already met three of our other instructors, Logan, Hank, and Raven."

Slightly nervous, the young Japanese woman slid down her headphones, slightly bowing. "Konnichi wa, Xavier-sensei," she said. "I am Hisako Ichiki; you sent Logan-sensei to find me after my…powers activated."

Logan nodded. "Poor kid's folks were half out of their minds when I got there, Charles."

Glancing at Alison, the young man smirked, speaking up before Hisako could continue. "Rudy Jones," he said. "My powers switched on just yesterday; my folks and I had no clue until the Cookie Monster wannabe here dropped by."

Hank frowned. "I beg your pardon?"

Suppressing a laugh, Raven said. "Well, Hank…you do look like him…"

Hank sighed, folding his arms. "Lovely."

Jean looked sympathetic. "You had no warning, Rudy?"

Scott mirrored Jean's reaction. "Sorry, man; that must have been a heck of a blast of cold water."

"Nah, man, it's cool!" Rudy said. "I'm okay with getting a free ticket to superhero school." He glanced at Alison again. "Especially given the local sights."

Frowning, Alison crossed her arms over her chest.

Looking to the other young woman, Scott smiled in greeting. "We didn't get your name."

The young woman's frown grew. "Dinah Lance." She glared at Xavier. "I still say this is a waste of time, Xavier; I don't need your help."

Charles' smile turned a bit wry. "Your mother thinks otherwise."

Dinah's eyes narrowed. "My mother needs to mind her own damn business," she spat, before grumbling under her breath. "And grow a brain, while she's at it."

Logan snorted. "Well, look at it this way, Loudmouth: either you stay with us, or you can deal with those assault charges."

Todd blinked. "Damn, lady; what'd you do?"

"Nothing!" Dinah shouted. "Those charges were completely bogus; that smarmy little prick cried assault because I stopped him from raping my friend!"

Charles raised his hands. "We're not saying otherwise, Dinah; it just would have been easier to argue that if you hadn't shattered his eye-sockets."

Cowed, Dinah folded her arms. "He's lucky that's all I did…"

Sensing he wasn't going to get anywhere, Charles turned to his elder students. "I'm sure our new students are eager to get settled away," he said. "Would you show them to their quarters?"

"Sure, Professor," Scott said. "Who's bunking where?"

Charles thought it over, inwardly thanking his lucky stars they'd added several new rooms to the Institute, over the summer. "Rudy may bunk with Todd and Fred on the second floor, and Hisako may room with Dinah on the first floor," he suggested. "Is that acceptable?"

Hisako nodded, bowing. "I do not mind if Dinah-san minds, Xavier-sensei."

At Hisako's remark, Dinah's scowl faded, turning to a wan smile. "It's okay with me."

Turning to Rudy, Todd grinned. "What about you, pal? Think you can handle rooming with a couple of slobs?"

Rudy laughed. "Are you kidding? I was about to ask you guys that!"

Hank chuckled. "Well, that settles that."

Raven nodded. "Welcome to the Institute."

Logan's smile was a bit darker. "Once you newbies get settled in, report to the lower levels by 1530; as soon as the rest of the students, Flyboy, and Raven's Favourite Martian show up, you guys get your first Danger Room session."

As their instructors left, Scott, Jean, and Alison groaned. "Sorry, guys – looks like you get a baptism by fire," Scott said.

Alison moaned piteously. "I take it back: I'd rather deal with Phillipa."

Hisako looked confused. "Um…what are you talking about, Alison-san?"

Todd paled. "Wait…was he talkin' about the thing that nearly offed me and Fuzzy, the first time I was here? That room?"

"That's the one, Todd," Jean confirmed.

Fred gulped. "Great."

"Hey, it can't be that bad!" Rudy exclaimed.

"Oh, trust us on this one, Rudy," Scott said. "You don't know what you're in for…"


Great Sphinx, Gizeh, Egypt

Deep in the endless desert, razor-edged winds howled and raged around the immobile form of the Great Sphinx, but the ancient colossal monument never so much as budged. Deep within the catacombs beneath the Sphinx, sparse light shone from torches, illuminating the dank labyrinth…and providing just enough light for reading.

In one lone antechamber, a solitary figure, clad in a black bodysuit and scalloped cape, contrasting his deathly-pale skin and red eyes, sat at a stone table, studying an ancient scroll…before he smiled, revealing twin rows of pointed teeth as he stood up, heading out of the antechamber, to rejoin his comrade before the massive stone door in the main chamber. "I believe we have our solution, Ozymandias."

Scowling, the ancient stone mutant known as Ozymandias glowered at his colleague. "For your sake, Essex, I would hope so – the Master grows impatient."

His smile never wavering, Nathaniel "Sinister" Essex just held up the scroll. "It is no longer a matter of hope, Ozymandias; this interpretation of the seal that holds our Master back has shed new light on the problem," he said. "As you know, the offering I once collected from the young Rogue will not be enough – we will need a living conduit."

Ozymandias was nodded. "A mutant."

"Yes, one capable of transferring the collected energy; in other words, someone who can imitate the powers of others."

"A shape-shifter?" Ozymandias asked.

Sinister nodded. "I know of only two…and since the Martian's capture poses an intolerable risk, that leaves but one."

Ozymandias' frown returned. "In either case, we must assault the fool Xavier's school," he grumbled. "And since the Kryptonian brat lurks there, we will need an army..!"

"…or the equivalent of one," Sinister said. "Luckily, I have just what we need." Closing his eyes, he reached out with his telepathy. 'Blink, it is time; bring yourself and our new ally to the Sphinx.'

There was a moment of silence, before a brilliant violet light flashed in front of them, depositing a young woman, with light purple skin, purple hair and eyes, elfin ears, and long purple hair, clad in a green leotard over her slim frame, in its place, next to a tall, strongly-built male, with long dark hair and fierce green eyes, clad in a silver-black armorsuit. "You summoned us, Master Sinister?" the man asked.

Sinister chuckled. "Indeed, Exodus. The time has come; Master Apocalypse's return is nigh."

The man – Exodus – beamed. "Praise be!" he declared. "A new golden age is upon us!"

The young woman – Blink – looked nervous. "And then, that's it, Sinister?" she asked. "Then I can go?"

Ozymandias glowered at her. "Impudent brat! You dare speak of abandoning the Master at his return?"

Exodus was equally disgusted. "It is an honor to serve Master Apocalypse!"

"Now, now!" Sinister soothed. "I did promise Blink that once she'd assisted us, she was free to go; once the Master is free, I doubt it will matter if she stays or not."

Ozymandias and Exodus seemed satisfied with that. "Your orders, Master Sinister?" Exodus asked.

Sinister took a few steps forward. "Blink, you will teleport Exodus and myself to the Xavier Institute; once there, you and Exodus will engage its occupants until I complete my objective. After that, we will return here."

Ozymandias nodded. "Do not fail, Essex."

Sinister grinned. "I don't intend to." With that, he nodded to Blink; still nervous, the young mutant shut her eyes in concentration…as she engulfed the three of them in a vortex of violet light, taking them far from the Sphinx, leaving Ozymandias behind, to prepare.


Daily Bugle, New York City

"Kent! Parker! Sullivan!"

Clark, in his bumbling persona complete with parted hair, glasses, and an image-inducer, clad in brown khaki slacks, a white button-up shirt, and a vest, had only just walked into the office of the Bugle when he heard the boss' bellow. "Do I want to know?"

Looking up from his desk, 18-year-old Peter Parker, in his usual jeans, blue t-shirt, and brown jacket. "I dunno, CK; ol' JJ actually sounds pleasant for once…"

From her desk, 22-year-old Chloe Sullivan stood up, smoothing out her light blue blouse and darker navy skirt, before plucking the pencil she used to keep some of her mid-length blonde hair out of her eyes from behind her ear. "Well, I guess we shouldn't keep the boss waiting."

Clark nodded at his partner and former classmate. "Guess not." With that, the three of them headed towards the owner's office.

When they walked through the door, they found J. Jonah Jameson sitting at his desk reading over the previous day's paper…with a grin on his face. Looking up, he gestured to the front page's article, overlooking an orbit-side snapshot of the Sentrius Battlestation: "Howdy, Neighbour: Our New Friend From the Stars." "Nice little human-interest piece you cobbled together, Kent."

Peter suppressed a chuckle. "In a manner of speaking…"

Chloe half-glared at him. "Sshh."

Clark grinned nervously, scratching his head. "T-Thanks, Mr. Jameson; I was lucky that I could catch Superman and Green Lantern and ask them about it!" he said. "From what I understood, the Justice League plans to use Sentrius as the hub of an in-system rescue service, an ongoing astronomy observation outpost, and a deep-space laboratory!"

Chloe had to chuckle. "I bet Dr. and Mrs. Dr. Richards just about fainted with delight when they heard that," she quietly teased.

Jonah's grin kept going. "Between that and your articles during and after the invasion, Sullivan, the Bugle pulled in more readers than ever before!" he continued. "Because of that, we pulled in enough profit to finally make a dream of mine come true!"

Clark blinked. "Sir?"

Jonah rose from his desk, picking up another paper as he did. "Tomorrow's headline's already been written," he said, unfolding the paper. "Take a look!"

The headline said it all: "Blast from the Past: Daily Planet Makes Comeback of the Century!"

Chloe's eyes went wide. "The Daily Planet? Wasn't that..?"

"…old Perry White's newspaper in Metropolis before he passed. I know," Jonah said. "When he went, that grand old dame of the news industry went belly-up; for the longest time since, I've wanted to bring her back." His grin grew. "And now I can."

Now Clark started to smile. "You're kidding!"

"Had to pull a full week's worth of meetings to get the Bugle's board on my side enough to buy the Planet, acquire the lease, and hire staff, but I managed!" Jonah continued. "In one week, the Daily Planet publishes her first paper in years!"

Chloe laughed. "Sir, that's…that's wonderful!" she cheered. "Congratulations!"

Peter nodded. "Wherever he is, I bet Mr. White's smiling, right now!" he said. "But…that still doesn't explain why you called us in here, boss."

"Ah. Right." Jonah's smile dimmed a bit. "If the Planet's going to have any sort of chance at getting back to her glory-days, she'll need the best I have." He looked to Clark and Chloe. "In other words, Kent, Sullivan, she needs you two."

Clark's eyes went wide. "U-Us, sir?"

Chloe wasn't far behind. "Y-You want us to transfer to Metropolis?"

"It's a lot to ask, I know," Jonah agreed. "But if it wasn't important, I wouldn't ask." He sighed. "Still, it's your call; if you're not interested, I'll just find someone else – I'm not going to lose two of my best over this."

Clark looked thoughtful. "Could you give us time to consider it, sir?"

Jonah nodded. "By all means." With that, the three of them filed out of the office.

Once they were outside, Chloe allowed herself to take a breath. "Wow."

"Yeah," Clark agreed. "Heck of a bomb he dropped on us."

"Which? Asking you to transfer to a new paper, or admitting you two were some of the Bugle's best?" Peter quipped.

Clark chuckled at that. "Take your pick, I suppose."

Slightly nervous, Chloe chewed the side of her lip. "So…what do we do?"

Clark scratched his head. "Well, it's like Mr. Jameson said: if it wasn't important, he wouldn't have asked."

"Yeah, I know, but…" Chloe looked around, before dropping her voice to a whisper, "…won't this interfere with…your other job?"

Clark shook his head. "No more than the Bugle does," he said quietly, before his expression turned guilty. "The only thing that would worry me is that me going would leave you with a bigger workload, Pete."

Peter grinned. "A year ago, maybe, big guy, but I'm on the payroll, now; if things get hairy, I can always radio!" he whispered. "And as for work around here, I did do okay before you two dropped by; I'll be fine!"

Chloe looked worried. "You're sure?"

"Yes, Snoopy, I'm sure; you two get out there and get the Planet back in fighting-shape!"

At her old nickname, Chloe half-frowned. "Oh…go catch a fly!" she teased.

Clark's smile grew. "Thanks, Pete."

"Anytime, Smallville."

Chloe turned to Clark. "So, should we tell Mr. Jameson now?"

Clark was about to reply, but his expression turned faraway, as his super-acute hearing drew his attention…and made his eyes go wide. "Actually, Chloe, maybe you should tell him," he said. "I've got…errands to run."

Chloe understood. "Nothing too serious, I hope."

"Need a hand with 'em?" Peter added.

"I just might." Clark turned to go. "I'll be back as soon as I can." With that, he hurried off, heading for the nearest elevator. Ducking into the first empty one he found, Clark waited until the doors closed…and then began to rise, opening the upper hatch and flying out, shedding his work-clothes and inducer as he flew, revealing his uniform; reaching the top of the elevator-shaft, Superman opened the maintenance hatch and flew out, quickly hiding his clothes and then flying off, switching on his communicator. "Superman calling Justice League: any and all available members converge on my location!"

His grimace was evident in his next words. "The Institute is under attack!"


Museum of Natural History, New York

As midday came, the afternoon traffic started to pour into the Museum, prompting the staff to quickly move to greet them; ever-curious, the Museum-patrons swarmed to the newest exhibits, poring over the latest displays of ancient artefacts, while the security detail kept a close eye on them…and not on the archives, allowing four individuals to discreetly break away from the crowd, and head into the Archival Department.

"Look, pops, this has to be the third or fourth museum we've snuck into; what makes you think we're gonna find anything?"

His PSI-shielded helmet gone, and his armour concealed by his long trenchcoat, Erik Magnus "Magneto" Lensherr looked over his shoulder, to fix his son with a stern glare. "We cannot be certain we will, Pietro, but we cannot afford not to look."

His silver-aqua armoured bodysuit exchanged for blue jeans and a black turtleneck, and stashed in his backpack, Pietro "Quicksilver" Maximoff scowled. "I still don't know why we're bothering; I say we let Super-Dork and his Lameass League handle whatever-it-is on their own."

Standing a feet behind Pietro, the looming form of Victor "Sabretooth" Creed drew closer, his scowl made more menacing by his fangs as he stuffed his hands in his own trenchcoat. "I'm actually with the squirt on this one, Lensherr. If you're actually serious about helping that runt, I've got a good mind to pack it in…"

"Not if you wish to be paid, Creed," Magneto snapped. "My concern is that whatever Kal-El and his cohorts may soon face will be far worse than anything any of us have faced, thus far, Zod included."

At that, St. John "Pyro" Allerdyce, his blazing red bodysuit and lighters concealed by his black jacket, winced, rubbing his arms where there had once been third-degree burns. "So…you're sure whatever's coming is gonna be worse than that Zod wanker?"

"Almost certain," Magneto confirmed, looking through some of the scrolls on display. "Irene Adler spoke of three trials that the Child of the Star would face before the crisis began to break. The first were the meteors I called with Asteroid M; the second, mutants' exposure with the Sentinels."

Pietro paled. "And Zod was the third."

"Exactly." Reaching out with his magnetism, Magneto grasped a metal-rolled scroll through its glass case, carefully unfurling it. "All that remains now is the "darkness" she spoke of; whatever it is, it has had months to…here!"

The scroll in Magneto's grasp now depicted a complex image, accompanied by hieroglyphics, showing a bright light from the sky, overlooking several Egyptian pyramids, with a man in a robe and elaborate headdress – the current pharaoh – standing at the head of a large army…and opposing him was an even larger army, led by a large, strongly-built figure, painted blue.

Pyro blinked. "Okay…what exactly are we lookin' at, here?"

Magneto began to translate. "This scroll depicts the end of the reign of the pharaoh Rama-Tut, and the rise of a new pharaoh," he said. "Rama-Tut was said to have been given great powers by the gods, but in the wilderness, legends of some great warrior arose, so the pharaoh sent his armies to crush him; the warrior defeated his would-be assassins, and raised an even greater army to challenge the pharaoh."

Sabretooth scowled. "Lemme guess: the blue guy won?"

Magneto nodded. "This warrior was an entirely new breed of being, unlike any seen before him," he continued. "He was said to have been found abandoned in the desert, and raised by a nomadic tribe, who thus called him En Sabah Nur: The First One."

Pietro's eyes widened. "Wait…he was a mutant?"

"There can be no doubt – he was the very first of our kind," Magneto answered, unfurling more of the scroll, which now depicted the blue warrior – En Sabah Nur – surrounded by numerous blue-robed individuals, roaring in anguish as they blasted him with beams of light, with the Great Sphinx in the background. "Armed with the pharaoh's power, En Sabah Nur ruled over Egypt with an iron fist," he continued. "But still he was not satisfied, and sought to bring all the world under his heel – so much so that he was renamed: End of All Things."

"So who are those sods in blue?" Pyro asked.

Magneto finished his translation. "Before En Sabah Nur could realize his plan, he was stopped by a band of mighty mages, coming far from the east, who subdued him and isolated him from the pharaoh's power." His expression turned grim. "Though they defeated him, however, the mages could not slay En Sabah Nur – they could only seal him deep beneath the Great Stone Beast, the heart of his power…where he remains, to this day."

"Wait…that's what Adler was going on about? This guy Nur?" Pietro asked. "Then what's the big deal? He's buried under the Sphinx! If he could've come back, don't you think he would've, by now?"

Magneto's eyes narrowed. "If he was alone, perhaps not, Pietro…but he wasn't alone!" He unfurled the last bit of the scroll, showing two figures sneaking away in the distance. "The mages were able to subdue En Sabah Nur, but not before his most trusted lieutenants could flee, vowing to one day free their master from his prison!" He gestured to one of the figures. "And one of them we already know."

Sabretooth squinted. "Hey…isn't that..?"

Magneto nodded. "Yes, Creed. That can only be Nathanial Essex…or whatever name he called himself, then."

"B-But he'd have to be ancient by now!" Pietro cried. "How could he still be here?"

"We all know how powerful a mutant he is," Magneto said. "And if he was as avid an experimenter then as he is now, he could have devised some way to halt his aging."

Pyro was dumbstruck. "Bloody hell…"

Magneto's expression turned firm. "We must notify Charles; by now, Essex has had several millennia to lay his schemes!" he declared, before closing his eyes, and thinking as loud as he could. 'Charles! Charles, I must speak with you! It is urgent..!'

The reply he got snapped his eyes open, his face going pale. "Outside! Now!" he barked. "We must get to the Institute immediately!"

Pietro arched an eyebrow. "Why? What's the problem..?"

"There is no time!" Magneto urged, already breaking into a run. "It may already be too late!" As their leader ran off, the rest of his Acolytes could do little but follow after him; once they were outside, Magneto drew a tiny sphere of metal from his pocket, and levitated it into the air, bending it to his will. Instantly, the sphere expanded like a bubble, growing large enough to encompass his three followers; as the sphere opened, Pietro, Sabretooth, and Pyro stepped inside, before the sphere and its master levitated straight up, heading for the Institute…

…while Magneto desperately hoped that they were in time…


Xavier Institute, a few minutes earlier

By the time the new arrivals had gotten settled away, most of the afternoon had come and gone. Glancing at the clock, Alison smiled. 'The others should be heading home about…yep; called it!'

Almost as soon as she said that, she heard several vehicles pull up in front of the Institute – the rest of the X-Men and X-Force returning from Bayville High. Turning, Alison moved to go greet them…but a familiar voice interrupted her. "I see the newcomers have been settled, Blaire; I suppose that much not even you could foul up."

Half-smiling and rolling her eyes, Alison turned back to see her "best enemy" emerge from her teleport. "You know, LeRoux, I liked you better when your throat was sore."

Her usual day-clothes exchanged for a smart green business suit, complete with mid-length skirt and professional jacket, her long mahogany hair tied back in an elegant bun, and her green eyes framed by glasses, 18-year-old Anita "Siryn" LeRoux smirked back. "Nice to see you too, twit," she quipped back.

Eyeing Anita's choice of attire, Alison arched an eyebrow. "What's with the getup?"

Anita shrugged. "Oh, just consolidating my hold on LeRoux Enterprises," she answered. "I'd caught wind of a potential takeover."

Alison was instantly serious. "Your dad?"

Stricken, Anita shook her head. "I do not think so; if this takeover had been backed by Van Damme Industries, it would have been far more difficult." She sighed. "I suppose this is Father's way of letting me make my own way."

Alison gulped. "For now, at least." She managed a smile. "And Illyana?"

"Happy to be visiting her parents," Anita suppressed a blush, "though I think she really wants to tell the Rasputins about Piotr and I."

"Why don't you?" Alison inquired. "Piotr's a great guy."

Anita nodded. "Piotr is wonderful, but…I still don't know what the fallout of my leaving Father's employ will be; how could I endanger them?" She sighed, before she changed the subject. "And did I see Todd and Fred among the new arrivals?"

Alison chuckled. "Yep; I'm not sure how they're going to take seeing you, again!" she said, before she frowned. "Ironically, they'll probably be the least trouble."

Anita arched an eyebrow. "Why?"

"I don't know; most of them seem okay…but that guy Rudy Jones gave me a bad vibe," Alison confessed. "It didn't help that he was probably perving on me, earlier."

Anita shrugged. "You likely needn't worry; once Clark makes it clear that you and he are together, Jones will get the message if he has half a brain," she said. "And if not, a few Danger Room sessions with him should get the point across."

Alison's smile came back. "You're all heart."

"I know." Anita motioned towards their friends arriving. "Shall we?"

Alison nodded. "Let's." With that, the two of them headed downstairs, towards the front yard.

By the time Alison and Anita emerged from the Institute, most of the others were heading in. As she, Lance, Kurt and Amanda hopped out of Lance's jeep, Kitty "Shadowcat" Pryde waved to Alison. "Hey, girl!" she greeted. "How was Themyscira?"

Alison laughed. "An amazing place to visit, if you like a heck of a workout!" she answered. "And what about you? How does it feel to be seniors?"

Standing next to his girlfriend, Lance "Avalanche" Alvers scratched his head. "Cool, but weird," he said. "I think part of me is still amazed we all made it, this far."

As he switched off his image-inducer, shedding his human disguise and revealing his fuzzy blue self, Kurt "Nightcrawler" Wagner nodded. "Ja, plus ve have a new principal; Herr Kelly resigned!"

Anita arched an eyebrow. "Oh? He decided to retire?"

Amanda "Daytripper" Sefton shook her head. "He decided to run for mayor of Bayville!" she corrected. "I think, after everything that's happened, he wanted to get involved!"

Alison blinked, before she smiled. "Good old Mr. K."

"Indeed," Anita agreed. "If only his brother were more like him."

By then, Scott and Jean had joined them outside, along with the new arrivals. Spotting his fellow X-Men, Scott smiled. "First day back went okay?"

Hopping off of her boyfriend's motorcycle, Rogue shrugged. "Let's see: no Duncan, no emergencies, no Duncan, no insane generals, and no Duncan. Ah'd say it went pretty good."

Taking off his helmet, Remy "Gambit" LeBeau grinned, his red-on-black eyes glinting. "If Remy didn' know better, chere, he'd say dat y' were glad Matthews was gone."

"Oh, lahke Ah'm the only one?"

Walking up, Bobby "Iceman" Drake grinned. "Not a chance, Stripes; as far as we're concerned, a Dunc-free school is an awesome school!"

Glancing towards the X-Van, Jean smiled as the driver emerged. "What about you, Aunt Maddie? Did the school go for it?"

In her usual slim jeans and black jacket, her long red hair borderline identical to her niece's, Madelyn Pryor beamed back at Jean. "I don't see any problems, Jeannie; Evan should be able to take the high-school exam within a few months."

Hopping out from the X-Van's side-door, Evan "Spyke" Daniels, his upper body covered in spiky armour, clad only in jeans and sneakers, half-smiled. "I guess me going to regular school is out of the question, at this point."

As he, Rahne, and Ray hopped out after Evan, Roberto "Sunspot" DeCosta looked grim. "Hey, don't give up yet, man."

Ray "Berzerker" Crisp nodded. "Remember, you still got Doc Richards workin' on you."

"So does the Thing."

Rahne "Wolfsbane" Sinclair frowned. "Aye, an' he's on the verge of curing him!"

Spotting their former leader, Fred gulped. "Uh…h-hey, Boss-Lady…"

Glancing over her shoulder, Anita nodded briefly. "Fred. Todd."

As she walked over, Wanda "Scarlet Witch" Maximoff grinned at her boyfriend. "You can relax, Todd. Anita's on our side – for real, this time."

"Easy for you to say, Cuddlebumps; you never saw her at her worst!"

Following Wanda, with Tinya beside him, Mark, clad in black slacks and a grey jacket, contrasting his green, circuit-lined skin, spoke up. "Your concerns are valid, Todd, but you need not worry – we have already addressed the issue of Anita's allegiance."

In her usual black-and-white skirt-and-blouse attire, Tinya "Phantom" Wazzo nodded in agreement. "It's okay, Todd; we've already dealt with whatever Doom wanted her to do."

Her eyebrow arched, Dinah glanced at Anita. "Doom? That nutcase in Latveria? You worked for him?"

Anita's eyes narrowed. "I do not believe my issues with my father are any of your business."

Dinah snorted. "He's your dad?" she snorted. "Wow. And I thought I had issues."

Frowning, Anita glanced to Alison. "I'd have never thought it possible, Blaire," she remarked. "Someone even more irritating than you."

As she, Lila, Sam, and Jamie walked over, Tabitha "Boom-Boom" Smith snickered. "Making friends already, Princess?"

"Hardly, Smith."

Smiling gently, Sam "Cannonball" Guthrie glanced to Alison. "Themyscira went okay?"

Alison shrugged. "Pretty much."

Sam went a tiny bit red. "Kara didn't get hurt?"

"Yeah, a Kryptonian under a yellow sun is going to sustain injuries!" Alison joked, before her smile grew. "Why?"

Sam grew redder. "No reason."

Mercifully, Alison let him off the hook. "How's Paige?"

Sam calmed down. "Enjoyin' some time with Ma and Pa," he answered. "After the past few months, they were worried sick about us both."

Jamie "Multiple" Madrox looked nervous. "But…they're gonna let her come back, right?"

Laughing, Lila "Leap" Cheney ruffled her second-youngest teammate's hair. "Of course, Jamie! Between all of us, Kal, and the League, the Institute's gotta be one of the safest places around; you'll be seeing your girlfriend again, before you know it!"

Jamie flushed. "S-She's not my girlfriend..!"

Lila steamrolled past his denial, turning to her BFF. "Speaking of our favourite big blue lummox, girl, what exactly were you and Kal doing up north, this past weekend?"

Now it was Alison's turn to blush. "Oh…just doing a little remodeling at the Fortress," she said, as her blush grew, "and…reading the I'ud Rel Kiurai-Rao."

Lila arched an eyebrow. "Which is..?"

Alison knew her face was redder than Clark's cape. "Parts of it are collections of ancient Kryptonian mythology," she began, "but mostly…it's Krypton's Kama Sutra."

Tabitha and Lila both stared, while Jamie blinked. "Huh?"

Tabitha chuckled. "Well, Diva? Do you want to explain it to him, or should we?"

Stricken, Alison gulped. "Well…" she began…but she got no further, as a brilliant flash of light illuminated the yard, followed by an enormous surge of invisible force that sent everyone flying, scattering the X-Men, X-Force, and the new recruits across the yard. Alison and Anita were both knocked for a loop, but they recovered quickly with handsprings, getting back up fast enough to take a look at their assailants.

Standing in the middle of the yard were two individuals: one was a young, purple-skinned, nervous-looking young woman, in an emerald leotard, while the other was a tall, strongly-built young man, seemingly the same height and age as Clark was, in a silver-black armorsuit, his dark green eyes glowering at them all. "So this is what opposes the Master?" he spat. "I am profoundly disappointed."

Scott and Jean were the next to recover. "Who the hell are you?" Scott demanded.

"Emissaries of the new Master," the armoured man answered, folding his arms. "A new golden age is approaching for all mutantkind. Swear to serve the Master, and you may be spared; refuse, and you shall burn with the rest of humanity. Choose now."

Rogue snorted. "Terrific; a mutant door-to-door psycho-evangelist. And here Ah thought we'd seen it all."

Jean glared at the newcomers. "Did Magneto send you here?" she demanded. "Didn't he learn anything from our encounter with Zod?"

The man just laughed. "Lensherr? That short-sighted fool?" he scoffed. "He does not even deserve to breathe the same air as the Master!"

Anita looked wary. "If Magneto did not send you, who did?"

"Yeah! Just who is this "Master" of yours?" Kitty added.

"It is not your place to know the Master's name – you have not yet earned that right," the stranger snapped. "The offer remains; what say you?"

The young woman looked nervous. "Exodus, I'm not so sure about this…"

"This is no time for hesitation, Blink," Exodus snarled. "Unless they accept the offer, they are enemies of the Master…and enemies must be dealt with."

His eyes narrowed, Evan popped out his wrist-spikes. "I couldn't have said it better myself, nutjob."

Dinah's fists clenched. "You and your "Master" can take your offer and your "golden age" and shove it, freak-show!"

Exodus' expression didn't waver. "That is your decision?"

Scott's expression was firm. "Whoever your "Master" is, he sounds just as bad as Zod was," he snapped. "We don't want any part of it."

Exodus' eyes narrowed, while Blink's anxious expression grew. "So be it," Exodus spat. "If you would choose death…then death you shall receive!"

With those words, Exodus gestured…and unleashed a titanic wave of telekinetic force, gouging the earth in all directions as it radiated away from him. As fast as she could, Jean raised a TK-bubble ahead of Exodus' radial blast to catch it…and nearly collapsed from the strain. 'Scott, we've got to get the new kids to safety! Whoever this guy is, he's a MAJOR player!'

'Way ahead of you, Red!' Scott answered through their telepathic link. "Anita: 'port our new friends to safety! X-Men, X-Force: Attack-Pattern Alpha-3 – take these psychos down!"

That was all everyone needed; instantly in motion, Rahne assumed her wolf-state and ran straight at the TK-bubble, meeting Kitty in mid-leap as she phased them both through Jean's barrier. While Kitty rolled up onto her feet, Wolfsbane darted at the two intruders, her fangs bared. Exodus hardly flinched – he just glowered at Blink, who cringed…and formed two daggers of violet light in her hands, before she threw them at Rahne and Kitty; the energy-knives impacted the ground mere steps ahead of Rahne, expanding into a portal that swallowed her as she stepped on it, seconds before Kitty fell into the portal thrown at her feet, as they were both violently ejected from exit-portals that formed outside the barrier, moments later.

As Exodus' TK-surge faded to nothingness, Jean lowered her barrier, while Rogue moved to Fred's side. "Sorry, big fella; Ah just need a little boost!" With that, she gave him a quick tap, absorbing a brief amount of his strength, before Anita waved her hand, engulfing Fred, Todd, Rudy, Dinah and Hisako in green haze, teleporting them away. His eyes narrowed angrily, Lance summoned a massive tremor at his feet, popping several massive boulders out of the ground like pebbles. Rogue was at his side in seconds, catching the boulders with Fred's copied strength and heaving them at Exodus; assuming her molten state, Amara "Magma" Aquila blasted the projectiles with volcanic-hot bursts of energy, liquefying them instantly. Exodus just sneered, gesturing at the lava-rocks with one hand – the rocks instantly stopped, and shot back towards Rogue and Lance.

Rogue flinched. "Aw, crap..!"

Anita was one step ahead. "Repulsos Glacis!" Her spell instantly took shape as a wall of frigid energy that appeared in front of Lance and Rogue, flash-freezing the magma-rocks solid as they impacted. Icing himself over, Bobby leapt into the air, forming an ice-sled ahead of him as he rocketed through Anita's wall; the etheric frost supercharged his sled, sending him racing at Exodus before the psychotic mutant had a chance to blink. With expert aim, Bobby unloaded one rapid-fire glacial burst after another – there was no way he could miss.

But he did.

Mere moments before Bobby's first shot could hit, Exodus vanished in a flash of light, reappearing a few feet away…and leaving Blink to frantically dodge Bobby's shots, diving into one of her own portals to move clear. Seeing Exodus mildly winded, Anita readied a sonic scream and let loose. The deadly pulse of sonic force slammed into Exodus, almost knocking him over, but he managed to hold his ground…before he glared at them.

Instantly, Anita gasped with pain, holding her head, while Bobby fell off his sled, overcome with agony. Jean quickly understood. "He's a telepath, too! K'imm, with me!"

Morphing out of her human state, K'imm "Miss Martian" J'onzz synched her telepathy with Jean's, and raised a mental barrier around their friend's minds. K'imm winced at the psychic impact. 'H'ronmeer, he's almost as strong as Dad!'

'Tell me about it!' Jean agreed. 'I'm even having trouble with Phoenix helping me!' A trickle of red leaked from her nose. 'Scott, could you PLEASE distract this nut for a minute?'

'Already on it!' Scott sent back, as he tipped his shades forward on his nose, letting loose a torrent of crimson light that knocked Exodus clear across the yard. As Exodus struggled to get back on his feet, Kurt vanished into a cloud of sulphur, reappearing directly above Exodus' head, to slam him with a flying kick…only to be swallowed and spat out by a violet portal, which sent him tumbling across the ground.

Turning a furious gaze on Blink, Amanda opened up with her force-bolts, sending a torrent of energy-blasts screaming towards the violet mutant, who frantically opened portal after portal, her expression growing more and more panicked with each attack. Jubilee and Tabitha joined her assault, with Jubilee blanketing Blink's position with pyrotechnics, while Tabitha generated two ball-sized cherry-bombs and sent them rolling along the ground towards Blink, who barely saw them in time, only just managing to 'port herself clear of the double-blast.

With Blink off-balance, Remy saw his chance: drawing and extending his bo-staff, he gave it a quick charge, leaving it with a deadly pink glow, before he tossed it like a javelin. Already catching his strategy, Lorna "Polaris" Dane grabbed the staff with her magnetism and sent it rocketing towards Blink, who met it with a portal…exactly as Remy had planned.

The staff was only halfway into the portal when it detonated, its concussive force ripping through the portal-dimension…and through Blink, who was knocked to her knees, gasping for breath. "E-Exodus…I-I can't fight anymore…"

Exodus just scowled at her. "Weakling fool!" he spat. "The Master will hear of your failure to – ARRGGH!"

He was cut off as one of Evan's bone-spikes sliced across his shoulder, forcing him to telekinetically block the rest as Evan fired them at machine-gun speed, one after another. With Exodus pinned, Alison darted at him at super-speed, followed by a flame-state Roberto and about five Jamies; reaching Exodus first, Alison nailed him in the chin with an uppercut, knocking him airborne, where Sunspot peppered him with plasma-blasts. The first two struck true, but by then Exodus had recovered, as he quickly repelled the rest with his TK, propelling himself towards the airborne Roberto…only to get knocked back to the ground by the force-cannons of a battle-mode Brainiac 5. With Exodus grounded, the five Multiples charged him, dog-piling on him and keeping him pinned, long enough for Tinya to reappear in front of him, phasing her hand and reaching into his chest, before partially re-massing her hand as it gripped his heart. "Okay, nut-job: are you going to surrender and tell us what this is about, or do I have to squeeze?"

Exodus looked ready to boil. "I'll DIE before I yield!" he exploded, as he unleashed an immense TK-surge – far greater than the first – that startled Tinya and broke her grip, and sending everyone, Blink included, flying across the yard, landing in front of the Institute doors.

Rogue coughed. "Oh, Gawd…don't tell meh this loon was holdin' back."

Catching his breath, Exodus stood up. "I must admit, you all surprised me; perhaps you might have been worthy foes of the Master, after all," he said, his eyes narrowing. "But you will not live long enough to trouble him; I am through toying with you."

Alison glared back at the lunatic mutant, before she caught a familiar sound in the distance…and smiled. "Oh, freak-show, you could not have picked a worse time to say that."

Exodus smirked. "Spare me the bravado, wench; you have nothing left to…"

And then he heard the sonic boom in the distance.

Mere moments after Exodus' threat, a red-blue streak shot out of the sky, darting straight at Exodus, before a steel-hard Kryptonian fist collided solidly with his nose – Exodus barely had a chance to even register the pain before Superman's haymaker sent him flying clear across the yard, gouging chunks out of the earth as he skidded several times, until he finally came to a stop. Seconds later, the sleek Javelin-One dropped out of the clouds, auto-landing behind him as Flash, Green Arrow, Hawkgirl, and the Martian Manhunter disembarked. Turning, Superman looked grave as he met Alison's eyes. "Everyone okay?"

Catching her breath, Alison nodded. "Yeah, we're okay."

Before Superman could ask more, Exodus' movement drew his attention. Turning back, he saw the mad mutant stagger, red streaming from his nose…which began to rapidly mend itself, all the while a desperate expression crossed his face. "What are you doing?" he cried. "Why are you standing in the Master's way? Do you not know that a new golden age is upon this world?"

Flash blinked. "Okay…somebody needs to stop putting extra sugar in their Crunchy-O's…"

Exodus didn't even react to the quip. "You – all of you – should be helping the Master!" he implored. "Once he rises, all the inequity our kind – and yours – faces will be razed from this world!"

Superman's eyes narrowed. "Buster, I don't know what it is your "Master's" pushing, but if it involves "razing" anyone, then you can count me out," he snapped. "Especially since you put my friends on his shit-list."

Exodus' fury came back, full-force. "Kryptonian FOOL!" he exploded. "If you wish to perish with humanity, then so BE it!" Unleashing his TK, Exodus ripped a huge chunk out of the earth and heaved it at his foes, but the Martian Manhunter was quicker, his crimson eyes flaring white as he telekinetically halted Exodus' attack, before he switched tactics and went straight for Exodus' mental defences, straining as he pried at the insane mutant's mental guards…and then broke through, sending Exodus into screams of agony.

That was all the opening Flash needed – blurring into action, he darted behind Exodus, grabbed his armorsuit's cape, and ran in circles, spinning him like an oversized top. As Exodus started to wind down, Green Arrow let fly with a glue-arrow, which spattered adhesive gel across Exodus' face as it connected, blinding him long enough for Hawkgirl to close and slam him with her Nth metal mace, knocking him airborne. Stunned at first, Exodus recovered quickly, levitating himself in midair as he unleashed massive TK-pulses at his attackers, forcing them to scatter. Instantly darting skyward, Superman weaved in and out of Exodus' blasts until he'd closed with the madman; seeing him approach, Exodus widened his blasts, slamming Superman with a concussive wave of psychic force. The Man of Tomorrow toppled backwards, but righted himself in seconds, before blurring towards Exodus, knocking him further into the stratosphere with an uppercut. Exodus spiralled through the air, until he vanished in a flash of light, only to reappear behind Superman, pinning him in a chokehold. "At the Master's side, you could have helped lead all mutants to glory, yet you choose to side with – ARRGGHH!"

Exodus' rant died with a rasp of crimson as Superman snapped his head backwards, clipping Exodus right in the mouth, and then twisted backwards with an elbow-strike, breaking his hold and striking the mad mutant in the temple, sending him staggering away. "For someone who claims not to know Magneto, you've certainly got his old rhetoric down to a tea!" Superman snapped. "Now, just who is this "Master" of yours? Why did he send you after my friends?"

For a moment, Exodus just glowered back at him, before suddenly perking up. "Blink! We must withdraw!" he shouted down to his comrade. "Our task is done!" With that, before Superman could move to stop him, he vanished in another flash.

Only a very terrified Blink was left, quivering as she knelt, unable to even move as her foes surrounded her. Sensing her terror, Jean raised her hands in a soothing gesture. "Hey, it's okay; nobody wants to hurt you…"

Hyperventilating and on the verge of tears, Blink was too panicked to recognize the gesture: forming a large portal beneath herself, she quickly dove into it, teleporting herself away.

As the others began to get back up from the attack, Flash whistled. "Okay, what was that about?"

Retracting her mace, Hawkgirl started to calm. "I agree: that was no run-of-the-mill hostile," she said. "That was a major player; somebody sent those two for a reason!"

Walking over as she held her throat, Dinah spoke up as she overheard them. "Well, what, then? To kick our butts?" Turning, she raised an eyebrow as she eyed Green Arrow. "And what's with the Robin Hood getup?"

As his teammates chuckled, Green Arrow scowled. "Gee, I've never heard that, before."

Stifling his chuckles, Superman turned to his Martian comrade. "How about you, J'onn? Did you get anything from Exodus while you were in his head?"

Closing his eyes, J'onn concentrated. "I saw only fragments – his mental shields were surprisingly good," he remarked. "The two of them…they were a distraction for…"

With a sudden gasp, J'onn's eyes snapped open. "RAVEN!" he cried, bolting towards the Institute. "We were never the target! He wanted Exodus and Blink to keep us focused away from him while he went after the real target!"

Scott paled. "Who did?" he asked. "J'onn, who did this?" J'onn didn't have time to answer, so he sent it to them telepathically…

…and their blood all ran cold.


A few minutes earlier

Arriving at the Institute several minutes after the others, Piotr "Colossus" Rasputin, clad in a black jacket, blue t-shirt, and black jeans, dismounted the motorcycle that Logan had loaned to him for this occasion, and headed into the Institute, leaving the bike in the garage. As the tall, muscular Russian walked into the living room, he was greeted by a familiar scaled frame. "Ronald," Piotr greeted, smiling pleasantly. "How is the day, comrade?"

Shrugging, Ron "Leviathan" Williams answered, "Same as always, I guess, although the new kids just got here – Madelyn and Logan are chatting about it, right now." He grimaced. "And about other things – I hightailed it out of the main hall the second they did."

Piotr's smile wavered. "An excellent idea." His face went a bit red. "Is…Anita here?"

Ron chuckled. "Yeah, big guy, your girlfriend dropped by, a couple minutes ago. Why?"

Piotr nervously scratched the back of his head. "Just…I have good news."

Ron grinned. "Then what are you waiting for?" he asked, gesturing towards the main hall. Following his cue, Piotr headed towards the main hall, with Ron following.

As they both walked in, Piotr found both Logan and Madelyn in the main hall, as well as Professor Xavier, Raven, Ororo, Hank, Warren "Angel" Worthington III, Kara, and Krypto – obviously, whatever Logan and Madelyn had been talking about, they had since changed topics. Spotting him, Logan raised an eyebrow. "Back already, Russkie?" His tone turned warning. "You better not have dinged my bike."

Piotr shook his head. "Nyet, Logan; your bike is in pristine condition, with full tank of gas."

Logan calmed. "Good man."

Madelyn half-smiled. "A bit protective of our motorcycles, are we?"

Raven snorted. "That's putting it mildly, Pryor."

Ororo smiled warmly. "Well, Piotr?" she asked. "How did your test go?"

Piotr couldn't keep the smile off his face. "I have passed; I now have high school diploma."

Kara beamed with delight. "Piotr, that's wonderful! Congratulations!"

Piotr's face was a bit redder as he scratched his head. "I was hoping to tell Anita first; she said she would help me find good trade-school."

Charles nodded. "We'd all be glad to help you, Piotr…" he began, before he froze, his eyes going wide. "No…"

Seconds later, an enormous shockwave shook the Institute from the outside…specifically, from the yard. Logan scowled. "What the hell was that?"

By then, Kara's hearing had picked up the specifics. "We've got two hostiles, out there!" she declared, moving to the door, with Krypto following. "I'm going to go help the others..!"

"I believe you have other problems, my dear."

The sound of that cold, oily voice made everyone freeze, forcing them to turn towards the stairwell…where he was casually leaning against it. Warren was the first to respond, flaring his wings. "Sinister."

Mr. Sinister smiled – an even more unnerving sight. "Ah, you all remember me; I'm flattered!"

Snarling, Logan popped out his claws. "I thought I smelled something rotten; how'd you get in here, bub?"

Sinister shrugged. "Oh, I've collected on a few investments I've made, some odd years ago."

"So those are your associates, out there!" Beast accused. "What are you after, monster? Why attack us, now?"

"Oh, nothing personal, McCoy – the time was just right," Sinister replied idly. "Which brings me to why I am here." He glanced to Mystique. "I'm afraid your services are required, Ms. Darkholme; do come along."

Mystique scowled. "If you think I'm going to help you, Sinister, you're even crazier than I thought!"

Sinister sighed. "Sad to say, I expected that response," he answered. "Unfortunately, I'm afraid I can't take "no" for an answer; my colleague is quite insistent on it."

Readying telekinetic force-bolts, Madelyn narrowed her eyes. "Then you'll have to disappoint him."

Kara's eyes glowed red as she spoke, while a snarling Krypto bared his teeth. "Why are we wasting time talking to this Ur-Thrall?"

Sinister chuckled. "As much as I would love a linguistics lesson, my dear, I mustn't dally too long," he said. "At first glance, I would appear outmatched…but we all know how deceiving looks can be, don't we?"

And with that, he unleashed a TK-pulse, aiming it above their heads at the chandelier, grasping it and pulling, sending it crashing down…towards the Professor..!

Her eyes going wide with horror, losing their glow, Kara darted into the air, catching the chandelier before it could crush their mentor. Claws at the ready, Logan rushed at Sinister, with Krypto close behind, but Sinister was ready for them, grabbing them with his TK and sending them flying, slamming Logan into a mid-air Warren, stopping his diving attack, and crashing Krypto into Piotr and Hank. Summoning her powers, Madelyn let loose a massive TK-surge and slammed it into Sinister, sending him flying across the room. Before he could get up, Ororo formed a miniature gale under Ron's feet, using it to launch him like a torpedo; shooting straight at Sinister, Ron slammed into him with a tackle, sending him crashing into a wall, cratering it and leaving him dazed. With Sinister down, Mystique quickly morphed into a bear and closed on him, claws ready to tear him apart…

…exactly as Sinister had planned.

Once Mystique was inches away, Sinister dropped his faint of being stunned and let loose a directed telepathic burst, slicing through Mystique's mental defenses; in seconds, Mystique resumed her natural state as she sagged forward, losing consciousness. Catching his quarry, Sinister stood up, holding the lethargic Mystique upright. "Well, it has been a pleasure, as always, but I'm afraid I must take my leave!" he declared, before he concentrated. 'Clarice, dear? I'm afraid it's time to go.'

Seconds later, a violet flash of light deposited a battered, green-clad, purple-skinned young woman beside Sinister. "Mr. Essex…I-I don't know if I can…"

"I must insist this time, Blink," Sinister scolded, gesturing towards his recovering foes. "Unless we leave now, this will all end in failure." Stricken, the girl – Blink – scrunched her eyes, focusing as hard as she could; after a few moments, a violet-energy portal appeared in front of them, flickering rapidly at first, before stabilizing…barely. Once the portal had formed, Sinister walked into it with Mystique, followed by Blink, before the portal closed behind them.

They were gone.

Groaning, Logan picked himself up. "Anybody care to tell me what the hell that was about?"

Dusting himself off while Krypto licked himself, Hank looked grave. "Whatever the reason, he took Raven; knowing his penchant for unethical-at-best experiments, we have to rescue her!"

Mirroring Hank's expression, Charles nodded. "I agree, Hank – whatever he's planning, it made him bold enough to attack us outright. If Sinister was willing to be that brash, his plan cannot bode well," he paused as he sensed the latest arrivals, before he continued, "especially if it has Erik worried…"


As he levitated himself and his transport-pod over Charles' Institute, Magneto grimaced at the sight of the yard. 'No…we are already too late…'

The student body, as well as Superman and several of the Justice League, were recovering as Magneto set himself and the pod down, before opening it. Seeing him, Superman's eyes narrowed warily. "Lensherr, this isn't the time…"

"It is the perfect time, if I am right about this, Kal-El; we did not come to fight." His expression haunted, Magneto looked around. "What has happened here?"

"A new heavy-hitter tried to use the Institute as a batting-cage," Flash muttered.

Scott nodded. "From what he was ranting about, we thought he was with you, but he said he was working for some new "Master.""

Magneto felt his blood run cold.

At that point, Charles, Logan, the Martian Manhunter, Kara, and Krypto emerged from the Institute, all looking downtrodden, but none more than the Manhunter. "He…he took her…" the Martian murmured.

Alison gasped. "Oh, no…"

Pyro snorted. "'ey! Care to clue us in, sheila?"

Logan scowled. "Sinister," he grumbled. "That sick bastard planned this whole thing to snag Mystique, but for what is anybody's guess."

Kurt went ghostly pale. "M-Mein Gott…M-Mother…"

Scowling with fury, Rogue rounded on Magneto. "Whah'd you show up just now, Bucket-Head? Did you know something about this?"

"What, you're blaming us?" Quicksilver shot back. "Why the hell aren't you yelling at Super-Dork? If he's supposed to be your guys' golden-boy, why didn't he..?"

"Enough, Pietro!" Magneto thundered. "This solves nothing!"

Charles nodded. "I agree; whatever is going on, Sinister has likely been planning it for months."

Magneto scoffed. ""Months"?" he repeated. "Try millennia, Charles."

That revelation silenced the Institute's inhabitants. "What?" Kitty cried.

"You picked a weird time to develop a sense of humour, bub," Logan grumbled.

Sabretooth snorted. "Trust me, Short-Stuff: this ain't no joke."

Superman's eyes narrowed. "You do know something."

Magneto nodded. "Far more than I wish to know," he agreed. "But what I say is true: Nathanial Essex – Sinister – is ancient; records of him date back to ancient Egypt…along with his master."

Green Arrow groaned. "Terrific."

"That guy Exodus was going on about some "Master" of his," Ray interjected. "Is this..?"

"…the same master? Undoubtedly," Magneto finished. "Sinister's master – En Sabah Nur – was the very first mutant, and possibly one of the most powerful in history. He very nearly conquered the entire ancient world."

"Then why are there no additional records of him?" Mark asked.

"He was sealed away, millennia ago," Magneto answered. "A band of foreign mages sealed him away: they could not destroy him, so they placed him in a deep sleep."

Flash gulped. "And Sinister's trying to sound the wake-up call."

"But…vhy does he need Mother?" Kurt asked.

"Good question, Kurt," Scott said. "I think we should ask Sinister in person."

Superman nodded. "You said Nur was sealed away, Lensherr: where?"

"Gizeh; the Great Sphinx, to be exact."

"Then that's where we're going." Drawing his belt-computer, Superman flipped it open and spoke into it. "Superman calling Watchtower: League-wide alert! Patch me through to all League personnel – priority one!" He paused for a few seconds. "Just minutes ago, the Xavier Institute came under attack from a team led by Sinister, who abducted Mystique; based on new intel, we have reason to believe he intends to free a high-level hostile incarcerated with the Great Sphinx of Gizeh! All League personnel are to converge on the Sphinx immediately – we will be arriving within the half-hour! Superman out!"

As Superman spoke, Scott turned to his fellow students. "X-Men, suit up: be ready at the Blackbird in five! X-Force, we'll need you to hold the fort in case Sinister comes back; if he does, lock down the Institute – do not let him escape!"

Bobby nodded. "Got it, Fearless; we'll keep an eye on home base."

Charles looked grave. "Good luck."

Noting the look on his father's face, Quicksilver groaned. "Tell me we're not teaming up with them, again."

Magneto's response was stern. "The fate of all mutants, if not the world, is at stake, Pietro. We cannot afford to cling to old grudges."

Sabretooth scowled. "Just as long as I get paid, Lensherr," he grumbled, fixing a caustic eye at Logan, "and my rates just tripled."

Logan snorted. "You're all heart, 'Tooth."


Great Sphinx

When Mystique came to, the first thing she noticed was the acrid taste of ancient dust on her tongue, which sent her into an immediate coughing fit. Once her throat was clear, she sat up and looked around, squinting to see through the inky dark, lit only by a handful of torches; the chamber around her was old, composed of crumbling bricks, cracked with age, and coated with dust, leaving a permanent musty smell in the air. As far as she could tell, she was alone…

"A-Are you okay?"

Startled, Mystique whirled around, expecting to see another of Sinister's goons, but instead found a cringing, green-clad, purple-skinned young woman. "I-I'm sorry; I didn't mean to scare you," she murmured. "You…you were just out for a while…"

Putting a hand to her throbbing head, Mystique felt it all come back to her: the Institute under attack, Sinister showing up, and then a blackout. "I'm fine," she answered, before her eyes narrowed. "Once I find Sinister and sharpen my bear-claws on his hide, I'll be perfect."

The girl's terrified expression grew worse at that remark. "Y-You can't!" she cried. "He and Exodus are too strong!"

'So that's the name of Sinister's lackey,' Mystique noted. "And how do you know that?" she asked, already knowing the answer. "You're working for him, aren't you?"

The girl's head drooped in shame. "I…I had to," she whimpered. "If…If I don't do what he says, he'll put me back in the bad place!"

Mystique's eyebrows shot up. ""Bad place"?"

The girl nodded. "When I realized I was a mutant – when my skin went purple – my parents, they…" she hiccupped tearfully, "…t-they sent me somewhere; somewhere for…f-for "freaks," they said." She sniffled. "Somewhere bad."

Mystique felt her blood start to boil. "And that's where Sinister found you."

The girl nodded. "He was already there; he was the head doctor!" she continued. "That's where Exodus was, too; he was there even before I got there!" She hugged herself. "Sinister told us if we helped him, we could leave; he said we'd be helping all people like us. Exodus jumped at the chance." She sniffled. "I…I just wanna go home…"

Mystique nodded sadly. "What's your name?"

The girl sniffled. "S-Sinister, he…he gave me the name Blink," she began, "b-but my real name is…is Clarice." She sniffled again. "C-Clarice…F-Ferguson…"


The sound of that voice instantly made Clarice – Blink – freeze up, as its owner, a tall, well-built, armorsuit-clad male strode into view, emerging from the dark. "Master Sinister awaits us." Turning to Mystique, he scowled. "You will come with us, Darkholme," he ordered, before generating a TK-pull that roughly yanked Mystique to her feet. Staggering to regain her balance, Mystique barely had time to recover before the newcomer grabbed her by the arm and dragged her further into the shadows, with Blink tagging along behind.

After several minutes, Mystique was dragged into a larger chamber, with a three-layered stone door at the back…with two of the layers open, and two figures in front of it: one was Sinister, and the other was a man seemingly made of stone. Turning towards them, Sinister gave that all-too-chilling toothy smile. "Ah, Ms. Darkholme; so glad you could join us."

Mystique scowled. "As if I had a choice, Essex," she spat. "Now what am I doing here?"

The armor-clad youth bristled. "Mind yourself, shapeshifter; the Master's return is at hand!" he bellowed.

"Calm yourself, Exodus; it was a fair question," Sinister admonished with a smirk. "Although I would think you already knew the answer."

Mystique's eyes narrowed. "What are you talking about?"

The stone man snorted. "You've heard the prognostications of that fool Adler, have you not?"

The mention of her old friend Irene – and the prophecy that had started most, if not all, of the past years' mess – made Mystique freeze. "Destiny? What about her?"

"The fool made reference to "the dark," which the star-child – that Kryptonian oaf – would face," the stone man snapped. "The dark does come, Darkholme, but only for those unworthy to see the light of the new age!"

Mystique paled. "Your…your "master"..?"

Sinister nodded. "The very first mutant, Darkholme, and perhaps the most powerful mutant alive," he confirmed. "Born in ancient Egypt, he won the pharaoh's crown and power, only to be sealed away by interlopers from a distant land; he was named En Sabah Nur – The First One – but took a far more suitable name: End of All Things…"

His smirk grew. "…or, as more recent languages would say…Apocalypse."

Mystique fought to keep herself calm. "That still doesn't explain why you needed me."

The stone man scoffed. "You never wondered why we needed Essex to accost your child, the rogue mutant, this year past?"

Reaching behind the altar, Sinister picked up an orb of brilliant white light. "In order to break the last of the seals that hold Master Apocalypse, we needed an offering of mutant life-energy…which your little Rogue could collect for us," he remarked. "Unfortunately, while the offering itself is sufficient, we lack a conduit to transfer it: one capable of channeling radically different life-energies."

Now the stone mutant smirked. "Such as a shape-shifter," he finished. "The key to the last of Master Apocalypse's seals, Darkholme…is you."

Slowly, Mystique shook her head, first in disbelief, then in fury. "Forget it!" she hissed. "As far as I'm concerned, that old fossil of yours can stay buried!"

Exodus looked ready to explode. "Insolent wretch!" he roared. "Insult the Master again, and I shall..!"

"Steady, Exodus; we need her alive." Sinister's voice was flat. "We did not expect your cooperation, Darkholme…nor do we need it."

Suddenly, Mystique felt herself get yanked off her feet, as she floated towards the stone door, her left hand, pulled by an unseen telekinetic force, reached towards the stone. Desperately, she tried to pull away, but the TK guiding her – either Sinister's, Exodus', or both – was too strong. As she touched the door, her other hand reached towards the orb, which slowly floated into her grasp.

The very second she touched it, Mystique let out a scream of agony, as liquid fire streamed through her veins, her mutant gift going on autopilot; in mere moments, she shifted into the form of every mutant whose energy filled the orb, until the orb went dark, vanishing, while Mystique collapsed to the floor, equally drained…while the third stone door cracked open, and slid back.

Sinister's smile grew even more terrifying. "It worked!"

The stone mutant was ecstatic. "The Master RISES!"

The parting of the stone doors revealed a stone chamber filled to the brim with high-tech equipment – almost as complex as Superman's Fortress – that was dark with inactivity…but began to illuminate as the surge of energy from the orb began to flow through it, bringing each console back to life, all the while travelling towards a blue-black-metal, pod-like structure – a high-tech sarcophagus – lying in the center. In seconds, the energy reached the sarcophagus, illuminating it and flowing inside…at which point the sarcophagus opened.

Mystique instantly felt a chill wash over her. "No…"

As cryogenic haze rose out of the sarcophagus, a massively muscled, seven-foot-tall silhouette rose groggily from it, lumbering towards the exit, its footsteps growing steadier with each moment…before he became visible.

He was clad in a gold-inset, white kilt-style lower garment, with sandals on his feet, gold armbands around his muscular arms, his grey skin contrasting the glint of metal, and a pharaoh's headdress upon his head, his face painted with dark blue tattoos…and his eyes, dark and soul-sucking, were hard, and quickly losing their sleepy glaze.

The stone man dropped to his knees. "My Pharaoh!"

Scowling at the prostrating mutant, Apocalypse studied him…before his scowl lessened, his booming telepathic voice shaking the room. 'Ozymandias, my old majordormo.'

"Yes, Master! I am honoured you remember!"

Turning to Sinister, Apocalypse fixed him with a similar studying eye. 'And Than'al, my former vizier.'

Sinister smiled, dropping to his knees and lowering his head. "Indeed, my Pharaoh…but I have since chosen the name Sinister."

The rumble of Apocalypse's mental laugh shook the room, chilling the blood. 'A name certain to terrify the weak. I approve.' As he looked around the room, Apocalypse's good humour vanished, if it had ever been there. 'What of my army?'

Ozymandias looked nervous. "Forgive us, o Pharaoh, but it remains scattered by time," he murmured.

Apocalypse's eyes narrowed. 'Did I not order you to ready a new army in my absence?' he thundered. 'Did I not order you to make ready for my return?'

"You did indeed, Master," Sinister said, "yet certain…circumstances forced us to proceed more stealthily than we would have liked."

Apocalypse clenched his fists, which caused the dust in the chamber to stir. 'You will explain yourself, vizier,' he rumbled, as his hand shot out, grasping Sinister's skull. Sinister gasped, but quickly controlled himself, remaining calm as Apocalypse probed his mind, reducing his reaction to a mere tremble.

After several minutes, Apocalypse let go, satisfied. "So I see," he boomed, in accented English. "This star-born usurper delayed your efforts." His eyes narrowed. "I shall enjoy crushing him."

Sinister smiled again. "Indeed, my Pharaoh…but as you saw, our time was not spent idly; over the past few years, I have developed many plans – most of which will soon bear fruit…"

"I have seen, old vizier; your plans are indeed expansive," Apocalypse said, his tone warning, "and most ambitious. I see that much of your nature has not changed in my absence."

Sinister bowed. "What ambition I have is meant only for your service, my Pharaoh."

"We shall see." Turning, Apocalypse glanced at the others. "And these are..?"

"A mere sample of what we shall offer in time, o Pharaoh," Ozymandias said.

Sinister nodded his agreement. "Though we offer little quantity, Master, we do offer quality; this young man – called Exodus – is one I handpicked myself for your service!"

Keeping a measuring eye on the kneeling Exodus, Apocalypse strolled forward, his hand raised as he concentrated…and then smiled. "Exodus…born Bennet du Paris."

Exodus nodded. "I hear, o Master!"

Apocalypse's smile grew. "I sense strength in you, young one; strength that will only grow, should you swear fealty to me. What say you?"

"Command me, Pharaoh, and I will obey!"

Apocalypse's chilling chuckle boomed again. "Excellent; you shall lead my new army, as my very spearhead – the first thing my foes see in their defiance, and the last thing they see in their death," he proclaimed. "For your loyalty, I thus name you first of my Horsemen: War." He touched Exodus' shoulder. "Rise now, War, and kneel to none but I."

His expression rapturous, Exodus rose to his feet. "My Pharaoh!"

Glancing to Blink, Apocalypse scowled. "And what is this?"

Sinister sighed. "One of my failures, o Master; I had sensed potential in her, but she lacked the fortitude to wield it."

Having fallen to her knees, Blink trembled with mortal terror. "I-I just…I just want to go home..!"

Apocalypse sneered. "Pathetic," he spat, raising his hand. "A feeble wretch as yourself has no place in my kingdom…"

Struggling to her knees, Mystique saw Apocalypse about to strike the trembling Blink; reacting quickly, she forced herself to shift into a snake – a venomous asp – and struck forward, sinking her fangs into Apocalypse's calf-muscle, and then slithering up his back, to bite his shoulder, before leaping off and shifting back, resuming her normal state and shielding Blink with herself. "Don't you touch her!"

Apocalypse howled with pain, but that soon turned to a roar of anger, as his bite-wounds began to heal, closing over, the red of the venom fading to normal grey. Thus healed, Apocalypse turned a furious glare on her. "WHO DARES..?"

His smirk dropping to a scowl, Sinister moved to his master's side. "That, my Pharaoh, is the wench we used to open the seals upon your tomb."

Ozymandias matched his comrade's glower. "Not that the wretch knows her place!" he snarled. "It is the future ruler of this world you stand before, shapeshifter! If you wish to live, beg the Master's forgiveness!"

Blink cringed, but Mystique held her ground. "Beg forgiveness from a psychotic coward about to strike a child? I don't think so."

Exodus was livid. "Allow me to smite her for you, Master!" he beseeched. "It will be my gift to you..!"

"Nay, my Horseman," Apocalypse rumbled. "If this low-born scum wishes to rouse the anger of Pharaoh…then SO BE IT!"

At those words, Mystique felt the air rush out of her lungs as a massive invisible fist crushed her torso in a vice-grip, before Apocalypse's TK smashed her into the ceiling, then the wall, then the other wall, and then the floor. Battered and bruised, Mystique tried to morph into another form – something big enough to stagger the psychotic monster – but she never got the chance, as a telepathic surge, sharp as a dagger, drove itself into her mind, stalling her gift completely and driving her to her knees with pain. A cruel smirk on his face, Apocalypse gestured, telekinetically pulling Mystique towards him, and grasping her by the throat. "Your Pharaoh thus commands you, wretch: beg forgiveness."

Coughing, Mystique glared at him. "Go to hell!"

Apocalypse frowned. "So you choose death. Very well." At that, his grip on Mystique's throat began to tighten, worsening her cough…but that quickly went slack again, as alarm-klaxons started blaring from the consoles in the tomb. "We have intruders; the exterior defenses have activated."

Ozymandias bristled. "The Kryptonian and his ilk have found us!" he exclaimed. "Master, we must evacuate..!"

"Apocalypse runs from no man, Ozymandias, be they of this earth or any other," Apocalypse rebuked. "If this star-born usurper wishes to meet me in battle, then I shall honour him with a death by my hand." Sneering, he turned his gaze back to Mystique. "And as for this filth…"

He never finished his sentence, except with another telepathic wave; instead of causing pain and stalling her gift, however, this surge seemed to activate it. Confused, Mystique felt her body start to shift…and grow cold, starting with her feet. Looking down, she felt horror grip as she saw her body slowly turning to stone. Frantic, she tried to stop the change, but she couldn't; Apocalypse was in full control. She desperately tried to wriggle free, but couldn't break the hold of Apocalypse's iron fingers on her neck.

She stone had reached her chest when she saw Blink, still cowering. She had only enough breath left for one warning. "Clarice, RUN!"

As Mystique's lungs grew stony, Apocalypse laughed, fixing a cruel eye on Blink. "Do you think you can flee me, weakling? There is NO place left to flee that I cannot conquer, in time," he boomed. "So run if you will, and bring with you this message!"

His smile was even more terrifying than Sinister's. "The Age of Apocalypse has begun."

As the stone reached her face, the last thing Mystique saw, out of the corner of her eye, was a flare of violet light…and then, oblivion.


Egyptian airspace, a few minutes earlier

The arid silence of the Sahara Desert skies was little comfort to Superman as he flew across Egypt towards the Great Sphinx; to his right were J'onn, Green Lantern, Power Girl, Supergirl, and Krypto, with the rest of the League in the Javelin-1 behind him, along with the X-Men in the Blackbird…

…and Magneto levitating to his left, with his Acolytes' transport-pod.

Superman knew he shouldn't have felt as uneasy about working with Lensherr – he and his Acolytes had assisted them against the invasion of Earth, and against Zod – but this latest mention of Adler's prophecy had unnerved him…

"What's wrong?"

The voice of his taushi stirred him from his thoughts, prompting Superman to look to his right, where he saw Power Girl moving alongside him, concern across her lovely face. "You're brooding, again."

Superman managed a chuckle, amazed – as he always was – at how well Alison knew him. "I think it's warranted, given the circumstances."

Letting some of her anxiety seep through, Power Girl chewed the side of her lip. "Yeah, when Magneto gets freaked out about a bad-guy, you pay attention," she agreed, "especially since the last time, it was Zod."

"It's more than that, Alia," Superman said. "You know about the "prophecy" that Adler's been going on about."

"The one that's been hanging over your head since you joined the Institute?"

Superman nodded. "It made Magneto come after me, then it brought Doom and exposed everyone, then it predicted Zod turning…and now this."

Inching closer, Power Girl laced her fingers with his left hand. "From what I heard, baby, it sounded like this is the last thing it has to throw at us," she cooed. "We stop this guy Nur, and we put it to rest for good."

Like magic, her words brought a smile to his face. "How is it you always manage to fix my mood?"

Power Girl giggled. "Duh. I'm your girlfriend; it's my job!"

A bit further away, Green Lantern half-chuckled. "If you two could stop flirting for a second, would one of you scan ahead? We're here!" His expression turned grave. "This is usually when missions start going to hell in a handbasket."

No sooner than he'd spoken, the clouds ahead of them cleared, revealing the ancient stone shape of the Great Sphinx, far below. Sighting the Sphinx, Magneto grimaced. "Stay alert!" he warned. "I am detecting a spike in electromagnetic activity from the Sphinx!"

His eyes flaring electric-blue, Superman swept the Sphinx with his vision. "I'm not seeing any…hold on." As ancient machinery began to move beneath the stone before his eyes, he called out a warning. "Guys, evasive action! Something down there's powering up..!"

As if to emphasize his warning, dozens of panels inched open on the Sphinx's stone skin, revealing an equal number of high-tech defence-turrets…all of which began to open fire, setting the air alight with deadly blue-green rays, while catapult-like turrets lobbed enormous metal projectiles into the air. Darting forward, Superman caught one projectile, stopping its arc towards the Blackbird, but a laser-beam took him square in the chest before he could throw it back, staggering him for a few seconds. 'Man, these things hit hard…'

Seeing several more projectiles arc their way, Magneto gestured towards them, wincing as he strained with all his might…and stopped them in midair, though his hold on his transport pod started to waver. "We must land, immediately!"

Raising a ring-barrier to deflect several lasers, Green Lantern was one step ahead. "Lantern to Javelin-1 and Blackbird: hit the dirt, fast! We don't know how long we can keep the heat off you!"

As the Javelin and the Blackbird dove for the deck, followed by the transport orb, Superman, recovering quickly, shot forth and grabbed another metal sphere, using it to block several incoming lasers before hurling it back at twice its initial speed – the sphere rocketed towards the Sphinx…and spanged against an invisible barrier that extended millimetres from the Sphinx's skin, sending the sphere flying away. Following his cue, Magneto sent his captured spheres racing back to the Sphinx…only to again collide with the same barrier, doing no damage. "They've activated some kind of energy-field!" Magneto spat. "If Nur's defences are this active, we mustn't have much time!"

Superman thought fast, as he dropped to the ground, his teammates following, prompting Magneto to do the same. With their targets now lower, the Sphinx's defences started to drop their arcs, forcing Power Girl and Green Lantern to raise defensive barriers, while the rest of the League, the X-Men, and the Acolytes disembarked, hurrying to rejoin them. "Okay, the more time we waste here, the more time Sinister has to wake up Nur, and the more danger Mystique is in!"

Cyclops caught on. "Two-pronged attack?"

"Bingo!" Superman confirmed. "Those of us able to either take hits, dodge them, or block them will stay out here, and keep Sinister focused on us; Lantern, Flash, Supergirl, Krypto, Wonder Woman, Power Girl, Storm, Wolverine, Madelyn, Magneto and I will stay in view! The rest of you will sneak past, find Mystique, and shut down whatever Sinister's trying to…"

"Hold it!" Quicksilver shouted. "Putting aside the fact that we can't get past that shield, I am not taking orders from you, Super-Dork!"

Batman's tone was positively frigid. "It's that or stay out and deal with the outer defences, Maximoff."

Quicksilver scowled.

"Thought so."

Nightcrawler sent a worried gaze towards the Sphinx. "Much as I hate to say, Pietro has a point," he said. "How do ve get inside vith zat shield up?"

"Basic shield-generator physics, Kurt!" Superman said. "Tax a shield at multiple points, and the generator just ups its power-output…but tax it all at a single point…"

Supergirl caught on. "…and the generator diverts existing shield-energy to that point, weakening the overall shield!" she exclaimed. "Siryn might be able to teleport the others through!"

Superman nodded. "Siryn, as soon as that shield starts going down, teleport the infiltration-team through!" he instructed. "Power Girl, Phoenix, J'onn, keep us covered; Flash, you're running interference; Storm, chances are that defence-grid's using thermal tracking, so a little snowstorm should help; Kara, Lantern, and I will go for the shield! Let's move!"

Instantly, the Flash was in motion, a crimson blur over the sands as he raced towards the Sphinx, prompting the defence-turrets to start firing at him, at which point he darted to the side, staying just a few seconds ahead of their shots. While Flash distracted most of the turrets, Storm gestured to the sky, summoning dozens of dark clouds overhead; in a matter of seconds, the temperature dropped considerably, as a scattering of tiny snowflakes began to float down from the clouds…and the shots of the turrets began to widen, missing Flash's steps by larger and larger margins.

Even with Flash's distraction and Storm's thermal cloak, many of the turrets weren't fooled, their shots splashing against the combined barriers of Phoenix, Power Girl, and the Manhunter, but these shots were manageable, as opposed to the earlier torrent of laser-fire. Their paths clear, Superman, Supergirl, and Green Lantern opened up with eye-rays and a ring-beam on the Sphinx, their beams impacting the shield within inches of each other, but as they converged their attacks on one single spot, the surrounding shield started to condense…while the rest of the shield thinned, lightly flickering.

After several seconds, Superman saw their chance. "Siryn, NOW!" With a quick nod, Siryn conjured a cloud of emerald haze around herself and her comrades, teleporting them away, through the weakened shield.

As they let up on their combined assault, Green Lantern took a deep breath. "Damn, that thing's tough!"

Superman nodded gravely. "It's putting out almost as much energy as the Fortress' shield…"

Phoenix gulped. "Okay, I do not like the sound of that."

"Neither do I," Superman agreed. "Hopefully, once the others shut Sinister down, we can figure out…"

A sudden flash of light interrupted him, depositing Exodus on the sand in front of them…along with one other.

As he looked at the Egyptian-style-clad, blue-skinned, muscular newcomer, Superman felt a chill grip him, his unease only amplified by his link to Power Girl, who reflexively drew closer to him. "K-Kal…"

Phoenix looked visibly ill. "Guys, I am getting some major telepathic waves off of that blue guy," she reported, barely managing to keep from falling over. "I feel like I'm gonna hurl just from being near him!"

Magneto was dead-white. "No…"

Reigning in his unease, Superman steadied himself, ready for the worst…as he realized who the newcomer had to be. 'It's never easy, is it?'


As the green haze of her transport spell faded into the darkened halls of the Sphinx, Siryn leaned against the nearest stone wall, taking several deep breaths. "Remind me…to tell Kal…to never ask that of me again!" she panted. "It was like…running through a vat of molasses!"

With only pitch black around them, Cyclops grimaced. "Noted," he said. "Hey, Pyro, a little light?"

Pyro snorted. "Oi! What's the bloody magic word?"

Rogue scowled. "Turn on a damn light so ya can see the scorpion on yer pants."

"CRIKEY!" In less than an instant, twin fireballs appeared in Pyro's hands, illuminating the chamber…and revealing the Australian youth hopping around like a madman, until he realized he'd been duped. "Oh, real funny, sheila."

His expression uneasy, Nightcrawler looked about the chamber. "Oh, man…how many mummy-monster movies have started vith a scene like this…"

Shadowcat gulped. "Not helping, Kurt..!"

"Pfft. You X-Geeks are just a buncha babies," Quicksilver scoffed. "Let's just get moving, nail that guy Nur's coffin shut, stomp Sinister, and call it a day!" He turned to dart off…

…only to get snagged by a web-line as Spider-Man yanked him back. "Are you mental, Twinkle-Toes?" he exclaimed. "Did you even watch any monster-movies? Splitting up is the last thing we should do!"

Batman's tone never wavered from its flat baritone. "Spider-Man's right; before that shield went up, the Javelin took a radar-scan of the Sphinx's layout," he said. "There are over two dozen dead-ends in the next fifty meters alone, Maximoff; you run off, and you'll be wandering through this tomb for the next few millennia."

Aquaman looked nauseous. "Pietro's right about one thing, Bats; we need to get moving," he panted. "We likely don't have much time, and the heat in here isn't a big improvement on the desert."

Sabretooth scoffed. "I wondered what was smellin' like rotting fish." His nose tested the air. "If you chumps are done running your mouths, we got company – there's a fresh scent-trail running through here, and it ends just a few feet ahead."

The Martian Manhunter's eyes went white as he scanned ahead with his telepathy. "I am not detecting any significant psychic resonance; whoever it is, they are either non-telepathic…or they can cloud their thoughts."

Her eyes narrowed, the Scarlet Witch clenched her fists, which glowed blue-black with her hex-bolts. "Like Sinister?"

Sabretooth sniffed again. "Well, he's been here; I'd recognize that fucked-up stink anywhere," he grumbled. "It's old, though…"

"…which means we can't rule him out," Cyclops finished. "Everyone stay alert; if it is Essex, there's no telling what he could have set up, in here." He nodded to Sabretooth. "Lead the way, Creed." Sabretooth just glowered back at him, but he started to walk deeper into the catacombs, with the others following close behind.

After about a minute, a faint sound began to echo through the musty air. "Uh…guys?" Shadowcat asked. "Do you hear that?"

Keeping a hand on her mace's handle, Hawkgirl nodded. "It sounds like…crying?"

Sabretooth sniffed again. "Whatever it is, it's just around this corner," he muttered, pointing his thumb towards a nearby branch in their path. His expression wary, Cyclops inched towards the corner, his hand on his visor, as he peered around…

…and found the violet-skinned girl – Exodus' companion, Blink – huddled by a wall, curled up as she quietly sobbed into her knees. The sound of his footsteps drew Blink's gaze up towards him, causing her to gasp, freezing. "A-Are you…did you c-come to…to kill me?"

The sheer emptiness in her voice saddened Cyclops. "As a general rule, that isn't how we operate."

Quicksilver arched an eyebrow. "Friend of yours, Summers?"

Shadowcat looked wary. "Not exactly, Pietro – she's one of the goons Sinister used to go after the Institute."

Pyro grinned savagely, as his fires burned brighter. "Then you sods wouldn't be adverse to a little barbecue…"

He froze as he felt an arrowhead touch the back of his neck, quivering from the tension of Green Arrow's bowstring. "Turn the gas down, cue-meister; nobody here's getting murdered just 'cause you feel like it."

Pyro scowled as he dimmed his fires. "Bloody killjoy."

Cyclops turned back to the tearful Blink. "Where's Mystique?" he pressed, but that just made her cry harder. "Can you take us to her?"

Blink sniffled, but she nodded. "Y-Yeah…b-but you won't like it…"

Gambit spoke up. "Hold de phone, Fearless; Gambit hate t' play devil's advocate here, but 'ow we supposed t' know dat de fille be on de level?"

Spyke nodded, keeping a pair of wrist-spikes at the ready. "He's got a point, Scott; this sounds like just the kind of sick-twisted trap Sinister would come up with!" he agreed. "She's already gone after us, before..!"

"I had to!" Blink wailed. "If I didn't do what he said, he'd have put me back there!"

That got everyone's attention. "Back where?" Hawkgirl asked.

Blink was almost hyperventilating. "T-The…the b-bad place!" And to punctuate her statement, she brushed her hair to the side, revealing the side of her neck…and the wattle of scar-tissue blotched there, around an injection-site. "He…h-he did stuff to me and Exodus; Exodus got more, 'cause he was there longer than me – than anyone else – and it probably made him…like he is now." She whimpered. "The stuff he did…it changed me."

Rogue looked ready to cry. "Oh mah Gawd…"

His expression sadly sympathetic, J'onn reached out with his thoughts – the gentlest of psychic probes, looking for only a faint impression – and then pulled back. "We can trust her," he confirmed. "She knows nothing of Sinister's plans."

Cyclops nodded, before turning back to Blink. "We can help you," he promised. "Come with us, and we'll help you, I promise; right now, though, we need to find our friend. Can you take us to her?" Blink trembled for a moment, before she waved her hand, forming a violet rift beneath everyone's feet, causing them all to fall through a seemingly endless corridor of purple energy…

…and then abruptly land on another stone floor.

Groaning, Quicksilver dusted himself off. "A little warning, next time?"

Looking around, J'onn spotted a mass of stone on the ground nearby…and his face went pale as he recognized it. "No…no!" he cried, rushing towards it. "Oh, H'ronmeer, no!"

Rogue and Nightcrawler were close behind him; seeing the petrified form of Mystique, Nightcrawler dropped to his knees. "M-Mother…" he gasped. "How? How did zhis happen?"

Blink looked at the floor. "She…she tried to save me…" she whimpered. "But she couldn't get away…and he was so strong..!"

Cyclops' eyes narrowed. "Are you saying Sinister did this to her?"

"No. She isn't." Batman's tone was flat, his visage coldly determined. "She's saying that we're already too late." He gestured to the open tomb ahead of them, filled with high-tech devices. "Nur is already active."

"Brilliant deduction."

The sound of that voice made Blink cringe as Sinister walked out of the shadows, accompanied by a man seemingly made of stone. "I see the title of "World's Greatest Detective" is well-earned."

The stone man sneered. "Pity it will do you little good."

J'onn's eyes blazed white with fury. "What have you done to Raven, monster?"

"Why, nothing, my dear Martian," Sinister answered. "We merely needed her to, so to speak, "catalyze" Master Apocalypse's awakening."

"And then the wretch had the audacity to defy our Pharaoh!" the stone man snapped. "It is his wrath that you now see!"

Siryn looked at Mystique's petrified form with barely-controlled horror. "Lovely fellow."

Sinister sighed. "While Master Apocalypse's temper is impressive, so is his mercy for those who vow loyalty to him," he continued. "On his behalf, I offer this one chance for you to save yourselves: swear fealty to him, and you may be spared; as mutants, you X-Men will surely receive positions of honour in his new army, as will the powered members of the Justice League…but as for you humans?" He shook his head. "I would not get my hopes up."

Cyclops glared at him. "Forget it, Essex!"

Green Arrow aimed his bow at Sinister. "You and your "Pharaoh" can go jump in the Nile, as far as we're concerned!" he added. "Especially since we'll be punting your whacked-out butts there and back!"

Sinister rolled his eyes. "You cannot say I didn't try."

The stone mutant's eyes narrowed. "If you wretched whelps choose death, then so be it!"

Sabretooth growled as he bared his clawed fingers. "For somebody outnumbered, you two nuts are makin' awful big talk."

Sinister's smile was ironic, as if he were privy to some terrible joke, which his arched eyebrow only added to. "Oh, are we?" Calmly reaching to the wall, he touched one stone tile…and depressed it.

In the tomb beyond, the myriad consoles whirred, their lights growing brighter, as dozens of panels opened throughout the antechamber, depositing dozens of robotic drones – all scarab-like, each half the size of a grown human – into the chamber, their spindly legs ending in deadly blades, just as sharp as their snapping metallic jaws.

Gambit groaned. "Y' were sayin', 'Tooth?"

Cyclops' mind was instantly in motion, his hand darting to his visor. "Siryn, Scarlet Witch, Arrow, Aquaman, form a perimeter around Mystique!" he instructed. "Nightcrawler, 'port Beast and Spider-Man to that tomb; chances are, that tech in there can shut these bugs down! Everyone else, buy them some time!"

As Cyclops opened his visor, blasting a deadly red force-beam into the robo-scarabs, Green Arrow made a beeline for the petrified Mystique, drawing and firing a trio of arrows, piercing three drones in their eyes, sending them into fits of robotic shrieking, as the burst acid-capsules wrought havoc with their optic circuitry. Siryn was next to reach their frozen comrade, reappearing in a green cloud as she summoned a flail-like bolt of electricity in her hand, before snapping it at the nearest drone; overloading in seconds, the drone was blasted apart, while the lightning-flail leapt to its next target, and then to two more, dwindling in voltage with each leap. As Siryn's spell began to wane, Scarlet Witch conjured a hex-field, which instantly filled the chamber with a low-level fog, revitalizing both Siryn's attack and their Atlantean comrade; his fatigue banished by contact with water, Aquaman grabbed the nearest robo-scarab, wincing as its blade-claws scrabbed at him, before hurling it like a shot-put, smashing it through three more of the swarm, clearing enough space for himself and the others to encircle Mystique.

By then, some of the robotic swarm had realized they were in trouble; popping open panels in their abdomen, the wiser scarabs revealed high-tech laser-cannons, and began to fill the air with laser-fire, forcing the Martian Manhunter to encircle himself and the others with a telekinetic shield, while Spyke rapidly grew and fired one bone-blade after another into the swarm, piercing their armour and felling one or two, but never enough to stop the rest. Giving Shadowcat a quick tap to copy her powers, Rogue dashed into the swarm with Kitty, as they phased through about a dozen scarabs; the instant they contacted the two mutant girls, the drones began to spark and convulse…but instead of collapsing, the drones steadied themselves, slowly plodding on, keeping up the assault, their seizures growing gradually weaker, to Shadowcat's dismay. "Uh, guys? My phasing-trick doesn't seem to work that well, this time!"

Focusing, Avalanche readied a tremor. "Leave it to me, Kitty; I'm rocking these bugs..!"

Letting fly a trio of electrostatic Batarangs with deadly accuracy, Batman closed on the nearest drone he'd blinded, throwing it into another, before vaulting over a third, grabbing its neck and ripping out critical servos, finishing by turning to Avalanche. "You do that, Alvers, and you'll bring the entire Sphinx down on our heads," he growled, barely breathing hard. He looked over his shoulder. "Maximoff: Shadowcat and Rogue slowed those drones enough for you; take them out."

Quicksilver scowled. "Don't make a habit out of giving me orders, Bats!" he snapped, before he darted into the cluster of stunned scarabs, bowling over one after another at rocket-speeds…until one drone, having since recovered, dropped to the floor, covering itself with its shell, and causing Quicksilver to trip over it, sending him stumbling across the stone floor. Rising back up, the scarab scuttled towards the dazed Quicksilver, raising its deadly claws…but stopped as a glowing playing-card – the Ace of Spades – flicked towards it, wedging itself in its shoulder-joint.

Perplexed, the scarab followed the card's trajectory…right back to the smirking face of Gambit. "What's dat y' say, mon ami? "Hit me"?" And with that, the card detonated, blasting the drone apart, while Gambit shrugged. "Desole, monsieur; de house wins."

With a feral roar, Sabretooth leapt into the swarm, his lethal claws ripping and tearing into the armoured bodies of the scarabs, ignoring their bladed limbs as they hacked at him, never ceasing until he was dripping red, his wounds being torn open as fast as his healing factor could close them. Growing angrier with each blow, Sabretooth unleashed a wide claw-slash, driving several of his attackers back…only to be taken by surprise as one drone, having since climbed up the wall and onto the ceiling, dropped onto his head, raking its claws into his skull, slicing off chunks of scalp. Before it could do even more serious damage, however, it was melted into slag by a stream of flame – which also seared off half of Sabretooth's face – accompanied by a crazed laugh. "Now this is way better than fryin' ants with a magnifyin' glass, mate!" Pyro crowed, unleashing another flame-pillar into the swarm, melting away half of the survivors.

As his healing factor caught up with his injuries, leaving him blood-soaked but otherwise fine, Sabretooth glowered at his teammate. "Watch yer goddamn aim, Allerdyce! You damn near fried my face off!"

"Oh, lay off, 'Tooth! Ain't like you can't grow another – BLIMEY!" Pyro's retort was silenced as one scarab leapt at him – through J'onn's shield – and severed his fuel-lines with its claws. "Oh, bugger…"

Before the scarab could press its advantage, its processors were shattered as Hawkgirl's Nth Metal mace all but imploded its head with her swing. "Did your brain melt with those drones, Pyro?" she snapped, pointing at a wavering J'onn. "He's fire-sensitive! Your little pyromaniac routine all but cut his shield-strength in half!"

Pyro flinched. "Well…how the bloody hell was I supposed to know?"

Ignoring Pyro, Hawkgirl glanced to the swarm – most of its numbers were gone, but more were starting to emerge from the walls. "J'onn! We can hold things here for now!" she called. "Beast and Nightcrawler need backup! Go!" Nodding, the Manhunter lowered his barrier, before flying straight at the altar, his eyes glowing white as Mystique's frozen form crossed his gaze.

While the others kept the drones occupied, Nightcrawler's sulphurous cloud deposited himself, Beast, and Spider-Man in the burial chamber. Glancing to the empty high-tech sarcophagus, Spider-Man gulped. "Oh, great: sci-fi/horror-movie-meets-mummy/horror-movie." Turning towards one console, his unease turned to scientific curiosity. "Still, I'd like to know where this guy Apoc picked up his hardware – last I checked, BestBuy wasn't incorporated in ancient Egypt."

Beast was already ahead of him, in that regard, poring over the readout screen of another console. "I admit ancient Egyptian isn't my forte," he remarked, "but I am more than willing to bet that these symbols are not Egyptian."

Glancing over Beast's shoulder, Nightcrawler's eyes went wide. "So…so zhen vhere did it come from?"

"Right now, Kurt, the more relevant issue is figuring out how to shut it down!" Beast exclaimed. "If it had been encoded with hieroglyphics, we at least had a chance of disabling it; as it stands, we'll need a professional linguist just to get a handle on the OS..!"

Spider-Man chuckled. "Actually, Doc McCoy, there is a way to toss in a monkey-wrench, here!" he reported. "One that any video-gamer worth his arcade-quarters would know!" He flexed his fingers. "Button-mash the hell out of…incoming!"

Spider-Man's spider-sense flared just moments before the TK-surge ripped into the burial chamber; Spider-Man was able to leap clear, but Beast and Nightcrawler were slammed into the rear stone wall. His eerie smile replaced by a frown, Sinister shook his head. ""Button-mashing"?" he repeated. "No respect for science at all." He glanced to his comrade. "Ozymandias?"

His fists clenched, the stone mutant – Ozymandias – stormed towards them. "You dare interfere with your Pharaoh's sacred relics, wretched interlopers?"

Taking careful aim, Spider-Man splatted a web-glob across Ozymandias' face, before leaping into a flying kick. "Yeah, in case you read any history books in the past thousand-odd years, Rocky, the whole "pharaoh" system went the way of the dinosaur a long time – OW!" His quip turned into a yelp as his foot impacted solidly with Ozymandias' granite torso, sending him stumbling back. Recovering fast, he leapt into a haymaker by pure reflex…only to realize how monumentally stupid that was when his knuckles impacted Ozymandias' stone face. 'Okay, then, it's come to THIS!' Rearing his good foot back, he kicked low, right between Ozymandias' legs…

…only to hear the loud click-sound of two pool-balls knocking together.

Spider-Man's eyes went wide, his incredulity drowning out the pain in his foot. "No WAY..!"

With a roar of fury, Ozymandias tore off the web on his face, before levelling Spider-Man with a punch, the sheer force of his stone fist slamming Spider-Man into the wall. Coughing, Spider-Man got back up. "Nice try, Boulders-for-Brains, but I've gotten the snot kicked out of me by Zod!" As Ozymandias came at him again, he fired two web-lines, sling-shooting himself at the stone mutant…only to flip over him and kick him in the back, adding to his momentum and sending him smashing into the stone wall, head-first.

As Ozymandias tried comically to pull his head out of the wall, Spider-Man grinned behind his mask. "And compared to Big Crazy Z, you're nothing special!"

With Ozymandias disabled, Beast and Nightcrawler had the time they needed to recover; getting up, Nightcrawler vanished into a sulphurous cloud, reappearing behind Sinister to deliver a leap-kick, but a telekinetic fist grabbed his tridactyl foot, twisting and smashing him to the floor. "Oh, come now, Mr. Wagner; did you really think such an obvious attack would fool me?" Sinister chided.

Coughing, Nightcrawler chuckled. "Nein, Herr Sinister; I just vanted you focused on me!"

At those words, Sinister felt Beast tackle into him, twisting him into a judo-throw and slamming him to the ground, his calm teacher's demeanor replaced by barely-restrained fury. "Was what you did to Alison not enough, you animal?" he roared. "How many more like Blink are there?"

Sinister just smiled. "Why, Doctor McCoy, I thought you of all people would understand!" he said cordially. "I once looked over some of your old notes on your suppression-serum; an interesting read, to be sure, if a bit naïve." His smile grew. "Unlike you, though, I embraced my mutation from the start…and you now see the results."

As a spike of agony lanced through his mind, Beast leapt back with a howl, allowing Sinister to get up, brushing himself off. "Sadly, using oneself as a test-subject can only go so far, and the results are hardly generalizable; to attain any sort of validity, I had to replicate similar findings," he added. "Still, one can't make an omelette without cracking some eggs." His smile grew darker. "Speaking of cracking, let's see just what's inside that head of yours, shall we?"

For a moment, Beast felt the spike in his head sharpen, driving deeper…until a massive wall rose up in his mind, blocking Sinister's probe completely. Confused, Sinister paused…until he turned to find the Martian Manhunter standing behind him, eyes flared white as he telekinetically slammed Essex against the wall. "Whatever you did to Raven, you will undo it, Sinister!"

Sinister coughed. "You're asking…the wrong person, my Martian friend," he wheezed. "Only Apocalypse can undo Darkholme's fate."

His arm stretching like taffy, J'onn grabbed Sinister by the throat and pulled him forward, to slam him into the opposite wall. 'What is he planning?' he telepathically roared. 'What does that monster intend to do?'

Sinister mentally chuckled. 'My good Manhunter, you can't really expect me to just tell you, do you?'

J'onn's eyes narrowed. 'No. I do not.' And with that, he unleashed his full telepathic fury on Sinister, fully intent on getting the information they needed, even if he had to reduce this monster to a babbling heap.

As Sinister howled with pain, J'onn easily battered through his outer guards…but as he breached Essex's mind, instead of finding the repository of Sinister's memories, he found complexity upon complexity: layers and layers of mental compartments, each isolated from the others, with every connection closed off. 'What..?'

With a laugh of triumph, Sinister headbutted J'onn, driving him back. "I suspected I might encounter that marvelous Martian brain of yours again, so I took precautions!" he chortled. "A bit of cognitive renovation, if you will: a nip here, a tuck there, and now my thoughts are incomprehensible – and thus unreadable – whenever my mind is breached!" Brushing himself off, he turned away. "While I would love to collect more data, I am afraid we must be going – URK!"

He was cut off as a recovered J'onn snagged him with another telekinetic chokehold. "Do you think any of us will let you walk away after this, Essex?"

Coughing, Sinister tried to break loose, but to no avail. "F-Fascinating!" he wheezed. "It would seem that my telekinesis still has room for improvements in comparison to yours!" He still managed a smirk. "Under normal circumstances, I might suspect our egress might be more difficult…but these are hardly normal circumstances."

Before J'onn could press him for more answers, the Sphinx began to rumble, the ancient stone shaking from its very foundations. Pausing as he ripped apart one last drone, Sabretooth glowered at Avalanche. "Alvers, you dumbass punk!"

"Hey, it's not me!" Avalanche defended.

Glancing towards the burial chamber, Cyclops' eyes went wide. "He's right, Creed! Look!"

As Cyclops spoke, the myriad machines in the chamber began to whirr, fully coming to life, while a panel opened above the sarcophagus, revealing a tunnel leading to open sky, allowing the sarcophagus to rise up out of the chamber. Still in the Manhunter's choke, Sinister chuckled. "I believe Master Apocalypse is quite through toying with your friends!" he mocked. "Now, if you all would care to remain as his prisoners, that's your choice; regardless, we'll be taking our leave, now."

And he punctuated his remark with one small TK-burst, impacting another wall-tile and depressing it, causing the doors of the burial chamber to begin to slowly close. His eyes wide with horror, J'onn dropped Sinister, before grabbing Beast, Nightcrawler, and Spider-Man, telekinetically flinging them out of the chamber, as he quickly followed them, moments before the door sealed shut.

With the Sphinx shuddering around them, Cyclops turned to Siryn. "Anita, can you get us out of here?"

Siryn sighed. "If you can stand me being fairly useless for the next hour."

Looking around the trembling room, Shadowcat gulped. "I think we can all live with that!"

Stricken, J'onn gathered the petrified Mystique into his arms. "We can't just leave her like this..!"

"We're not, J'onn!" Hawkgirl said. "We'll get another chance!"

Green Arrow nodded. "If we don't haul tail out of here now, it won't matter!" J'onn still looked grave, but he nodded his agreement, as Siryn waved her hand, conjuring emerald haze around them, straining as she 'ported them to safety.


The arid desert wind only intensified the tension building as Superman and his team stared down Exodus and his new comrade.

His dark eyes narrowed with disdain, the newcomer spoke. "Kryptonian." His voice was deep, rumbling, and accented, clearly unused to any language but Egyptian.

Superman glared back. "En Sabah Nur, I presume."

Flash chuckled nervously. "Guy doesn't look too bad for, what, 5000?"

En Sabah Nur's rumbling chuckle was anything but friendly. "Impertinence; it has been long since any dared speak to me so." His eyes narrowed. "My old vizier told of you and yours, but seeing it is another matter." His lip curled in a sneer. "In my ascent, the old Pharaoh sent entire armies against me: legions upon legions of soldiers, cavalry, and armed chariots…yet THIS is all that musters against me now? A ragtag band of outcasts? An army of misfits? CHILDREN?"

Supergirl's fists clenched. "It's better than being the one about to get his butt kicked by "ragtags and children," you primitive psychopath."

Exodus looked ready to blow his top. "Miserable alien wretch! You dare insult Master Apocalypse?"

En Sabah Nur – Apocalypse – raised his hand. "Be silent, my Horseman. Your Pharaoh speaks." As Exodus went quiet, Apocalypse looked back to them. "I grow weary of this insolence, whelps. You have but once chance for mercy: swear loyalty to me, and you shall be spared."

Suppressing a gulp, Power Girl folded her arms. "It's official: every major mutant/Earth-born lunatic we've met has asked that."

Green Lantern readied his ring. "No dice, psycho."

Her lasso at the ready, Wonder Woman nodded. "Neither we nor this world will ever submit to you, Nur!"

Apocalypse arched an eyebrow. "You are quite sure?"

"I think you heard," Superman shot back. "This world outgrew your brand of tyranny a long time ago."

At that, Apocalypse laughed long and hard, booming out across the sand. "You call me tyrant, fool?" he sneered, once he'd calmed enough. "You say this feeble world has changed, yet I see no such change; I still see a world of weaklings, fit only to serve the strong!" He smirked. "Had I been weak, I would have perished, yet with the desert and all the gods against me, I LIVED! I alone survived the scourge of time; the maddening solitude of my confinement did not deter my will! I am as much a force of nature as these desert sands themselves!" His smirk dropped into a scowl. "I am no tyrant, alien fool; I merely AM."

Flash shook his head. "And he's lost it."

Ignoring the remark, Apocalypse pointed at Superman. "Tell me, Kryptonian: who are you to stand against me? You are not of this planet; you HAVE no claim here." He glanced to the others. "Who are ANY of you?"

Her eyes glowing, Storm readied her winds, lightning crackling across her fingers. "I hardly think that matters."

Superman nodded. "Some of us may have been born here; some of us haven't," he said, "but we all agree on one thing: this is our world; our home."

His eyes glowed red. "And we're not going to let you ruin it, Nur."

Apocalypse smirked. ""Let me," whelp?" he sneered. "You cannot stop me! Once my army is raised, this world shall tremble before Apocalypse!"

Snarling, Wolverine popped out his claws. "Bub, if you think we're letting you even get that far..!"

Apocalypse steamrolled over him. "In the meantime, I shall enjoy making sport of this world's so-called "heroes!"" Raising his hands, he called out to the desert. "Arise, my minions! ARISE!"

At Nur's words, the very sand beneath their feet rumbled, as hundreds of robotic scarab-drones, armed with lasers in their chests and bladed claws, burst out of the sands, shambling towards their master's foes.

Flash groaned. "Great. I've seen this movie."

Before anyone could react, Apocalypse gestured towards Superman, telekinetically grabbing him and yanking him forward, in time to meet Apocalypse's charging, TK-powered haymaker; as Superman was sent flying across the sand-dunes, out of sight, Apocalypse sneered, shaking his hand. "THAT was the so-called "Man of Tomorrow"?" he sneered. "Pathetic. I had such expectations of a WORTHY opponent…"


The sonic boom echoed in the distance as a red-blue streak shot right at Apocalypse before anyone could even blink; closing on Apocalypse in seconds, Superman levelled him with an uppercut straight to the chin, sending En Sabah Nur arcing over 500 feet into the air, tumbling well over the Sphinx. With Apocalypse momentarily out of the picture, Superman turned to his comrades. "Lantern, Phoenix, Wonder Woman, Supergirl, Krypto, you five help me take down Nur!" he instructed. "Power Girl, Magneto, Wolverine, you three deal with Exodus! Flash, Storm, Madelyn, keep those drones off our backs! Let's move!"

By then, Exodus had recovered from the outright shock of seeing his master get knocked across the Sahara, his dumbfounded expression turning furious. "You miserable TRAITORS!" he thundered, summoning pulses of psychic force into his hands. "You DARE stand against our ruler?"

As Exodus opened up like a TK-powered machine-gun, Power Girl flew at him, darting in and out of his shots, letting them pepper the sand-dunes, before countering with her eye-rays, but the golden beams of transmuted sound-light energy impacted against Exodus' telekinetic barrier; keeping up her assault, Power Girl focused more energy into her beams, forcing Exodus to shift the focus of his barrier directly forward…exactly like she'd hoped he would. The very moment Power Girl closed on him, before Exodus could counter, she lit herself up like a magnesium flare, her skin radiating with the light of over a billion high-powered lamps; howling in agony, Exodus clutched his burning eyes, ignoring Power Girl as she somersaulted over him, landing behind him and his shield. Focusing sonic energy into the quartz gems in her gloves, Power Girl slammed her palms into Exodus' shoulders, unleashing the piezoelectric charge she'd gathered and shocking her opponent senseless. "Magneto! Logan! He's all yours!"

His claws at the ready, Wolverine looked to Magneto. "Okay, bucket-head, you know the drill: I'm the bullet, you're the gun! Waste this fanatic prick!" Scowling, Magneto gestured to Wolverine, enfolding him in his magnetic field – instantly, Logan went stiff, straightening into an arrow-shape, his arms and claws extended ahead of him. Concentrating, Magneto then gestured at Exodus, launching Wolverine like a projectile, sending him barreling into Exodus' torso, claws-first. His eyes wide, Exodus let out a red-tinged gasp, matching the crimson stain leaking from the claw-wounds directly over his lungs as Wolverine pulled his claws out, standing up while Exodus toppled. Retracting his claws, Wolverine glowered at his fallen foe. "Okay, bub, let's see you get up from – OOF!" His remark was cut off by a pulse of invisible force that took him on the chin, knocking him flat on his back. Quickly getting up, Logan was in time to see Exodus rise to his feet, his wounds mending…and a murderous expression on his face.

Power Girl groaned. "Okay, that sucks."

"No kidding, Diva," Logan groused. "Startin' to see why people hate me."

Before she could respond, Power Girl's hearing caught the telltale whine of a laser-cannon heating up, forcing her to raise a light barrier around herself and her two cohorts, as over a dozen scarab-drones peppered her shield with lasers. "Uh, Flash? Storm? Madelyn? A little help, please?"

No sooner had she spoken, a crimson streak raced by at blistering speeds, directly ahead of the drones, kicking up clouds of sand in its wake, creating an effective cover, forcing the drones to cease firing as they recalibrated their target-sensors. As Flash moved clear of the disoriented drones, Storm gestured, unleashing a burst of chain-lightning from her hand that sparked from drone-to-drone, shorting each one out…until it hit the sixth target, which sparked briefly, before resuming its firing. Visibly unnerved as ever more drones clawed their way out of the sand, Storm glanced to Madelyn. "They must have some kind of adaptive technology!"

Her mind racing, Madelyn got an idea. "Flash! Kick more dust up around all of these tin cans!" Nodding, Flash widened his track, circling around the entire mini-army, sending more clouds of dust into the air; reaching out with her telekinesis, Madelyn amplified the breeze of Flash's feet, sending even more sand into the air, until a massive sandstorm – easily carrying the mass of several dozen sand dunes – was whirling around the scarabs. "Now, Storm! Fry 'em!" Summoning wind beneath her feet, Storm floated above the whirling sand-mass, her eyes cloud-white as she sent a colossal lightning-bolt shooting out of the nearest cloud into the mass; the very moment it touched the sand, the lightning superheated it into glass, spreading throughout the entire mass, changing it into a jagged pillar of clear glass, embedded with dozens of drones, looking the world like mosquitoes stuck in amber.

Slowing down, Flash took a look at the glass pillar. "Huh…now that's pretty cool," he remarked…before doing a double-take as a metal claw started scratching the inside of the glass, while several more burst up from the sand. "Would've been cooler if it had worked for a few minutes more, though…"

Both body and mind reeling from Superman's strike, Apocalypse tried to steady himself as he toppled through the air; impacting the ground hard, he bounced once, then twice, then a third time before he unleashed two streams of telekinetic force from his hands, stifling his momentum and letting him plant his feet on the ground. He'd only caught his breath for a moment when he saw Superman blurring towards him; his eyes narrowed, the Man of Steel concentrated as he surged his internal energy through his legs – recalling one of the few useful lessons General Zod had taught him – to close on Apocalypse in mere milliseconds. "How's this for "worthy," Nur?" he snarled, punctuating his sentence with an iron-hard fist into Apocalypse's abdomen, before surging energy into his arms; his fists literal blurs, Superman pummeled Nur over a two dozen times in seconds, cracking one rib, then bruising a kidney, then bloodying an eye, before finishing with an uppercut-back-kick combo that sent Apocalypse skidding across the sands.

Staggering briefly, Apocalypse managed to right himself – surprisingly well for his injuries – and countered with a massive TK-blast as Superman started to come at him again; knocked off his feet, Superman did a quick midair flip, landing in a crouch, which allowed Krypto to leap off his back as the rest of his team caught up to him. Fangs bared in a feral snarl, the Superdog pounced high at Apocalypse, while his Master let loose a burst of freezing breath – forced to defend low, En Sabah Nur repelled the frigid air with a gesture…which nearly faltered as Krypto's pounce connected, his fangs sinking into Apocalypse's turgid flesh. With a roar of fury that drowned out Krypto's growls, Apocalypse tore the Superdog off of him, ignoring the apparently-fatal wound reddening his garb and skin as he sent Krypto skidding away. Powering his ring, Green Lantern fired a ring-beam at Apocalypse, who blocked it, telekinetically bending the energy away from him, but Green Lantern, thinking fast, bent it back, morphing his energy-construct into a huge pair of emerald plyers that clenched around Apocalypse, before slamming him into the shielded leg of the Sphinx. Falling to the ground, the infuriated Apocalypse unleashed a killing telepathic wave, but Phoenix – working in tandem with her alter-self – raised the strongest mental block she could, blunting as much of En Sabah Nur's attack as she could – as Phoenix fell to her knees with the strain, the other members of her team felt a more-than-moderate ache in their heads, while the psychic surge washed over Superman, Supergirl, and Krypto completely.

Ignoring her induced migraine, Wonder Woman darted at Apocalypse, letting fly with her lasso and snagging Nur by the wrist as he attempted to block it; yanking him off his feet, Diana drove her fist right into his face, smashing his nose and stifling his telepathic assault, before swinging him like a ball-and-chain, slamming him into the sand, releasing her lariat with a flick of her wrist. Dazed, Apocalypse had no chance to block as a slightly smaller red-blue streak slammed into him at blurring speeds, sending him this way and that; once Supergirl had bashed him enough, she unleashed a massive eye-ray at Apocalypse. Raising a barrier, Apocalypse strained to deflect the blazing red energy, while Kara powered on; it looked like the shield would break in seconds…


Apocalypse's roar was accompanied by a massive TK-surge – easily dwarfing anything Exodus had let loose – that blew his attackers back, while his injuries all began to mend themselves. His healing complete, Apocalypse touched the drying blood left on his neck…and smiled. "Long has it been since I have seen my own blood," he remarked, turning his gaze back to them. "Very well; I shall underestimate you all no longer." Gesturing to the dunes, he pulled masses of sand towards him, telekinetically fusing them into glass weapons – a long, thin-bladed broadsword, and a deadly, crook-like scythe – before grasping them.

Green Lantern grimaced. "Don't tell me he was just sandbagging us."

His eyes narrowed, Superman clenched his fists. "If he's going to up his game, then so do we!" he declared. "Attack-pattern Theta, guys!"

At his instructions, the others were instantly in motion; focusing, Phoenix unleashed a wave of psychic fire that condensed right on top of Apocalypse. Gritting his teeth, Apocalypse shattered and re-formed his sand-glass weapons into a shield, blocking the psychic conflagration, only to find Superman and Supergirl right behind it, flying straight at him. Snapping his shield upwards, Apocalypse knocked Supergirl up over him, before re-morphing his shield back into his two weapons, seamlessly twisting the motion into a blurring high slice with his sword. Blocking the blade with a knife-hand block, Superman was about to counter, but he was knocked flat on his back, as Apocalypse followed his slash with a low trip-swing using the crook of his scythe, catching him by the ankle. Flipping his sword-grip around, Apocalypse was about to stab down, but Superman rolled to the side, countering with a push-kick that sent Apocalypse flying.

With Apocalypse off-balance, Green Lantern, Wonder Woman, and Krypto all flew at him; reaching their target first, Green Lantern opened up with his ring, firing a salvo of emerald beams, but Apocalypse dodged most of them, using his TK to blunt the rest, before pulling back and throwing his scythe at Wonder Woman, before somersaulting over Krypto, evading his teeth. By pure reflex, Diana blocked it with her armlets, causing the scythe to shatter into sand…which instantly morphed into a flail that snapped around her wrists, while its free end shot back to its master's hand. Grasping the flail, Apocalypse pulled, yanking Wonder Woman off her feet and slamming her into Phoenix. He was about to spin the flail again, but Green Lantern fired a ring-beam, cutting the glass chain and freeing his comrade.

Re-forming his weapons, Apocalypse levitated himself straight upwards, forcing Superman, Supergirl, and Krypto to give chase; morphing his sword into a mace, Apocalypse launched the spiked ball like a cannon-shell, but Supergirl shattered it with a single punch, allowing Krypto to dart at Apocalypse again; fangs bared, the Superdog bit hard into Apocalypse's arm, disrupting his focus enough for his weapons to fall apart. With Apocalypse disarmed, Superman flew straight at him, closing just as Krypto was shaken loose; before Apocalypse could blink, Superman surged energy through his arms, smashing his nose with an uppercut, sending him flying upwards, only to meet Superman's axe-handle strike as he darted ahead, slamming him down. Recovering quickly, Apocalypse blocked Superman's descending punch as he zoomed back down, grabbing his wrist and throwing him towards Supergirl, stunning them both.

With a brief moment of breathing-room, Apocalypse caught his breath with a smile, his wounds mending once more. "I confess, this has been exhilarating, but the time for such indulgence is past!" he declared, gesturing towards the Sphinx; instantly, the Sphinx began to tremble, as a high-tech sarcophagus rose into the air from an opened panel in its back. Once it had drawn near, the sarcophagus morphed into a chair – or a throne – allowing its master to sit upon it; smirking, Apocalypse tapped several glowing panels in it. "Behold: the first stronghold of my new kingdom!"

At those words, the ground around the Sphinx began to tremble, shattering the sand-glass prison that held much of Apocalypse's scarab-army, setting them loose, once more. With the drones freed, a distraught Power Girl glanced skyward as she blocked one of Exodus' TK-blasts with a light-barrier. "Kal, we've got a problem, here!"

Darting in and out of the scarabs' laser-salvos, Flash had to quickly shift his path, to avoid running into a multicoloured force-field wall that was beginning to rise around the Sphinx. "No kidding we've got a problem, Blondie! If we don't haul tail out of here pronto, we may not – WHOOP!"

His warning was cut off as Siryn's spell-cloud deposited herself and her team – along with a petrified Mystique and a terrified Blink – right in front of him. Glancing at the force-field encircling the Sphinx, Batman switched on his communicator. "Superman: our window of escape is shrinking, fast," he warned. "We've completed our objective; Darkholme is secured."

Watching the wall rising, Superman finished his comrade's suggestion. "Fall back!" he shouted. "Everyone, get to the Blackbird and the Javelin or get airborne! We're getting out of here!"

In his throne, Apocalypse laughed. "Run, then, fool star-whelp! You'll never run far enough!" he mocked. "In due time, all of this world shall kneel to me!"

Ignoring Apocalypse's laughter, Superman dropped to the ground, darting in front of Exodus as he made a beeline for his teammates as they made for their vehicles. "You cannot stop Master Apocalypse, fool traitor!" Exodus ranted, letting fly with twin telekinetic blasts that Superman managed to evade. "None can stand against him..!"

He had been readying a third blast when Superman closed on him, sending him flying with a lightning-fast jab to the face. "We've heard that before, pal!" he shot back, before looking to his teammates. "GO!"

The rest of the Justice League, the X-Men, and Magneto's Acolytes needed no more than that; in seconds, everyone save Wonder Woman, Green Lantern, Power Girl, Supergirl, Krypto, and Magneto had boarded either the Blackbird or the Javelin. Quickly, both jets took to the air, flying out between the closing force-field walls that were encircling the Sphinx. Once the jets were out, the other five took to the air, flying out after them, while Magneto held back, sending wave after electromagnetic wave at the army of scarabs, keeping them back and giving the others time to flee; with the others clear, he turned to follow…when a lucky laser-blast took him in the leg. "ARRRGGHH!"

Superman was halfway out when he heard Erik's cry; turning back, he was immediately besieged by laser-blasts, both from the drones and the Sphinx's rearmed defence-grid, forcing him to power through. "Erik, hang on!" he shouted, touching down, and immediately smashing a dozen drones with a leaping haymaker. "I'm almost to you..!"

"No! Leave me!" Magneto insisted, as the scarabs surrounded him. "You must not be captured here! You have to go, now!"

"I will, once I get you!" Superman answered, blowing a cluster of drones away with a gale-burst…only to watch dozens more replace them. "Just hang on..!"

"Kal-El, listen to me!" Magneto roared. "I misread the prophecy; this is why you are here! You and your Justice League are the only ones capable of stopping Nur!" His eyes narrowed. "But only if you remain free!"

And with that, he focused on one drone, ignoring the rest as they closed on him; magnetically ripping the scarab apart, Magneto fused its components into one solid mass, moulding it into a flat sheet, and then shooting it at Superman, wrapping it around his face like a mask and using it to yank him into the air at impressive speeds.

Startled and disoriented for several seconds, Superman quickly fired his eye-rays, splitting the metal-mask apart, only to find himself airborne, with all his comrades, just outside the rapidly-closing force-field. "NO!" Superman shouted, desperately darting towards the field…but it was too late: the barrier sealed itself shut around the Sphinx, enclosing it in a massive energy-pyramid. His eyes narrowed, Superman flew straight at the barrier at top speeds, to smash through…

The instant he impacted the barrier, he was violently repulsed, leaving him disoriented. Regaining his balance, he fired his eye-rays at the shield; the very moment the crimson beams intersected the multicoloured energy, they splashed back with over three times their original energy, engulfing him in a torrent of white force that sent him falling crashing into the sand.

As Superman got to his feet, dazed, sooty, and otherwise fine, both jets touched down nearby, while his aerial teammates rushed to his side; Power Girl was first, all but tackling him with a hug. "Baby, are you okay?"

Nodding slowly, Superman returned the hug. "I'm fine, taushi." Releasing her from their embrace, his expression paled as he remembered what had just happened. "Magneto, he…he..!"

As the Blackbird's hatch opened, a distraught Quicksilver raced at the barrier, slamming into it and getting repulsed like him, albeit with lesser force. Undeterred, he ran at it again, and again, this time stopping to pound his fists on it, getting larger and larger bruises with each hit, until he had to stop, turning to Superman. "DO something!" he screamed. "My father is IN there! You have to get him out!"

Stricken, Superman could only shake his head. "Pietro, I'm sorry…but…I-I can't…"

"You HAVE to!" Quicksilver screamed. "Y-You were crazy enough to shoot down METEORS! You and your League went up against an alien robot! You took down that psycho Zood! And now you're sitting there and saying you can't RESCUE ONE GUY?"

Emerging from the Javelin, Batman heard Pietro's rant. "He's saying we need a plan, Maximoff; right now, there's not much we can do."

Green Lantern nodded. "You saw what happened when he hit that shield, kid," he agreed. "If we're going to pull off another successful rescue-op, we need more intel…and probably bigger firepower."

That seemed to calm Pietro, while giving Superman a chance to regain his wits. "We…we need to head to the Fortress," he said. "Once we're there, we should be able to get a better idea of what we're up against, and see if we can help Mystique." No-one argued that point, prompting everyone to either return to their vehicles or take to the air; Superman was the last to leave, turning one last mournful glance towards the energy-pyramid, before flying off, heading north with the others.


Undisclosed location

Deep underground, the dank darkness of the ancient stone chamber was dispelled by a luminous flash of light, depositing Apocalypse, his throne, Exodus, Sinister, and Ozymandias in its wake. As numerous high-tech consoles flared to life by their proximity to the throne – the master control – Exodus looked on in wonder. "Surely your technology is a marvel, o Pharaoh!"

Exhilarated by the day's battle, Apocalypse stood up, looking around animatedly. Mistaking his elation for ire, Ozymandias spoke up. "We should assault the League's headquarters, my Master, and teach them the cost of such defiance..!"

"HA!" Apocalypse's laugh silenced him. "The passing of aeons has dulled your warrior's spirit, old majordormo!"

Ozymandias flinched, confused. "M-My Pharaoh?"

Apocalypse chuckled, thumping his chest. "In days past, when none could challenge me, I grew complacent, lazy, and so I was imprisoned…but now – NOW – I at last have foes WORTHY of destroying!" His laugh boomed again. "What more proof of destiny need you? Before me lies a warrior's dream: an insurmountable challenge, a rich prize, and opponents worthy of my skill!" He smirked. "Let these fools come; let them pit their skills against mine, and thus strengthen me, as a blade is whetted by a stone!"

Exodus was equally elated. "Surely it shall be so, Master!"

Sinister smiled. "Your orders, o Pharaoh?"

Reigning in his spirits, Apocalypse paused in thought. "For now, we shall wait," he reasoned. "Proceed with your plans, old vizier, while I learn of this new age."

His smirk came back. "And soon, this world will hear the voice of Apocalypse…and I shall bring it to its knees."


North Pole

"Is she going to be okay?"

Within the immaculately silent, white-crystal walls of the Fortress of Solitude's infirmary, Nightcrawler, Rogue, and J'onn could only watch as Superman stood at the main console, operating the medical drone as it scanned the stony Mystique, lying on the cot. "Well…I…I don't know what to make of this," Superman said, once the scan was done.

Rogue gulped. "Spare us the scientific mumbo-jumbo, Flahboy; can yer machines fix her?"

Superman looked stricken. "Rogue, as far as the Fortress' scanners are concerned…there's nothing wrong with her."

Nightcrawler did a double-take. "Vas?"

Rogue's expression matched her brother's. "Did the damn warranty run out on this place, Smallville? Does she look okay to you?"

"I didn't say she was okay, Rogue; I said the Fortress couldn't find anything wrong. As far as the computer's concerned, there are no physical or biochemical defects or trauma at work here; your mom's body is functioning perfectly."

Kurt was visibly distraught. "B-But…but she's stone!"

Looking over the readout, Superman started to get an idea. "Judging from this, Kurt, your mom's body-cells are actually encased in a calcium-based lattice; from what I can tell, whatever Apocalypse did to her, it kicked her shapeshifting power into overdrive!" he observed. "The problem is that she can't turn it off!"

His eyes closed, J'onn nodded. "I…I can sense her; she's faint, but she's there," he whispered. "She's lost inside herself, and she can't find the way out." Growing paler, J'onn opened his eyes. "Kal…she's getting fainter…"

Re-checking the data, Superman nodded grimly. "Her hyper-active ability is using up a lot of metabolic energy; if we don't shut it off soon, she could starve to death on a cellular level."

"Well, how?" Rogue asked. "How do we do that? Ya got any gizmos that shut off mutant powers around here?"

His eyes scrunched in concentration as he racked his brains, Superman suddenly froze, a smile crossing his face. "As a matter of fact, we do: you!"

Rogue blinked. "Huh?"

"Think about it, Rogue: whenever you drain a mutant for any length of time, it pretty much shuts down their powers momentarily!" Superman continued. "Not only that, whenever she takes a major shock, Mystique's ability tends to reset itself…"

A smile growing, Nightcrawler caught on. "…so if Rogue drains her, zhen she should turn back to normal!"

Rogue looked a bit wary. "Will that work?"

Reigning in his enthusiasm, Superman nodded. "If there are enough cells left in the lattice," he said. "Right now, it's all we have."

Her expression firm, Rogue pulled off her gloves. "Okay, then…here Ah go!" With that, she reached out, and placed her palms on both sides of Mystique's stone face.

For several long moments, nothing happened; feeling no drain, no influx of memories, Rogue's expression started to crack. 'Come on…come on!' For several more moments, she still felt nothing but cold stone. 'No…oh, God, no…please, you can't be gone!' she thought. 'Please, Mama, come back..!'

And then she felt it.

It started slow, just a trickle of thoughts, showing her capture by Sinister, but it grew faster and faster, showing her meeting with Blink, and then Apocalypse's return, ending with her protecting Blink from that madman; the instant she saw, Rogue knew what was happening. 'MAMA!'

Beginning on the skin near Rogue's hands, the stone of Mystique's skin began to melt away, revealing sapphire-blue skin, red hair, and golden eyes, with even her clothes intact, as Mystique let out a wheezing gasp for air, followed by several unsteady breaths, her eyes looking around. "W-What..?" she gasped. "H-How did I get here?"

Kurt was overjoyed. "Mozher!" he cried, all but leaping at her with a hug.

Superman chuckled. "Easy, Kurt; your mom's had a tough time."

Sitting up to return her son's hug, Mystique struggled to remember. "Ugh…what happened? The last thing I remember was…Nur! Apocalypse – En Sabah Nur – is awake..!"

"Yeah, we've met," Superman said grimly. "We stopped by for his wake-up party."

Her memories jogged, Mystique glanced up at J'onn, her smile growing warmer. "You…you came for me."

Smiling back, J'onn reached out, tenderly caressing her knuckles. "Of course we did."

Raven's smile wavered. "He…he turned me to stone; I couldn't stop him! How did you..?"

With a sheepish grin, Rogue answered her mother's question. "Turns out mah poison touch is good fer somethin' besides drainin' people, after all."

As Mystique lightly chuckled, her laughter turned to coughing, prompting Superman to intervene. "Okay, everyone; she needs some time to recuperate," he said. "We can check back in later."

J'onn nodded. "Very well," he agreed.

Kurt waved. "Ve'll be back soon!" he promised. With that, the four of them headed out of the infirmary.

Emerging into the Main Hall, in the shadow of the impressive statue of Von-El, Superman's ancient ancestor, holding the legendary Sword of El, they found the rest of the League and the X-Men, along with a nervous Blink and a surly Quicksilver. Seeing them, Cyclops spoke up. "How is she?"

J'onn smiled wearily. "She is well, again; she will recover."

Shadowcat beamed. "That's great!"

Fixing Superman with a sour glare, Quicksilver snorted. "Yeah. Great."

Flash looked nervous. "Yeah, it's great that Fuzzy and Stripes' mom's okay, but that doesn't answer what we're gonna do about our new friend."

Spider-Man gulped. "No kidding, Big Blue; Apoc had some serious hardware set up in that tomb…but I guess you found that out the hard way, huh?"

Batman remained calm. "We'll need Professor Xavier's help; given that Nur has only recently been active, Cerebro may be able to track him." His eyes narrowed. "If Nur's smart, however, he'll have gone dark, by now."

Superman nodded. "We'll also need to contact Sentrius for a tactical analysis," he said, before putting his hand to his forehead. "I just hope she can spot some weakness in that shield; otherwise, I don't even want to think about what hitting it with her weapons could do…"

His face twisting in fury, Quicksilver turned and stormed away, heading towards a nearby corridor, where the other Acolytes were waiting. "Pietro, wait!" Scarlet Witch called. "You can't just..!"

Pietro's gaze stabbed past his sister towards Superman. "It's your fault!" he accused. "Right now, my father's probably dead and it's your fault! You left him there, and now you're just going on like nothing happened!" His fists clenched. "Fine! If you're not going to do anything to get him out, I will!" He turned to the Acolytes. "We're moving out."

Sabretooth snorted. "Says who, shrimp? You?" he sneered. "Right now, I'm out about a month's pay, but that's it; I know when to cut my losses!"

"'Tooth's right, 'Silver!" Pyro agreed. "I like a brawl as much as the next bloke, but that Nur wanker knocked Supes and his whole bloody club around in Round One! Count me out!" Looking nervous, he glanced to the X-Men. "So…any chance we can get a ride back with you lot? All this ice and crystal's givin' me the creeps…"

Sabretooth grimaced. "Damn right, Sparky; one trudge across the Pole's enough for me."

Frowning, Phoenix folded her arms. "So much for team spirit."

Quicksilver bristled. "Fine! Go ahead and bail!" he shouted. "I'll rescue my dad myself!"

Green Lantern arched an eyebrow. "You're going to break through a force-field that repels anything that hits it ten times over, face down an army of robots, and fight Apocalypse." His tone was flat. "Yeah, that'll work."

"You got a better idea, jarhead?" Quicksilver shot back.

Cyclops spoke up. "There's us."

Quicksilver's laugh was hollow. "Summers, you picked a bad time to grow a sense of humour..!"

"He's not saying you should join up, Pietro," Avalanche said. "Just stick around the Institute for a couple days – get your bearings, and maybe think up a better plan."

Pietro looked wary. "And let Xavier brainwash me into joining up? No chance, Alvers."

Lance frowned. "He never needed to brainwash me, Pietro, or Fred and Todd."

Pietro paused. "Fred and Todd…are there, too?"


Pietro started to calm. "One day," he said. "That's it, and if I suddenly start acting like Xavier's best pal without knowing why, I'm gone!"

Wolverine shrugged. "Works for us."

The entire time, Blink had been silent, lightly trembling, which only worsened as the others focused on her. "W-What are you doing to d-do with me?"

Storm smiled. "We're not going to "do" anything with you," she assured her. "You're welcome to stay at the Institute, as well."

Sensing Blink's anxiety, Beast spoke up. "I don't know what "bad place" you were in, my dear, but the Institute is nothing like it; you'll be safe there."

Blink started to relax. "O-Okay," she murmured. "S-So…w-what do we do now?"

Looking to the others, finishing by meeting Alison's gaze, Superman put to words what he, the League, and the X-Men knew had to be done. "Magneto said that we were the only ones who could stop Apocalypse," he declared, his eyes narrowed firmly, "so that's exactly what we're going to do."


Author's Note: Greetings, all! I'm back!

I realize that it's been over a year since Book Three ended, and almost a year since my last post, but when you're working on a Psych Honours Degree (which includes a thesis-project PLUS course-work), finding time to write gets tough, especially when you're working on multiple projects.

On that note, I do plan to publish Crusade and Smallville Chronicles fairly soon, but they may not be updated as regularly as Book Four; since this story will be the largest of my current projects, it will need the most attention. I had initially planned to post this after I'd completely edited Books 1-3…but I decided that I just couldn't make you all wait any longer; not when it could take another few weeks to get all the edits done.

In closing, let me say how great it feels to be back in the saddle! I hope you all enjoy the ride, because this one's gonna be a doozy! See you all soon!

Coming Soon:

With a new threat to the people of Earth revealed, our heroes are left struggling to catch up.

While the Justice League moves to match Apocalypse's plot, they find themselves sidelined by a new annoyance from the stars, seeking to stake her claim on the Man of Steel…

but could this spoiled young warrior queen be but an unwitting pawn in a far darker plan, hatched by enemies of Krypton long forgotten?

Find out, when the "Shadows of the Past" begin to loom over Earth…