Cover: Shows Marauders standing inside the lighthouse with a smoking chunk blown out of the wall in the background. Scalphunter is front and center. To his left: Malice, Blockbuster, Scrambler, Riptide. To his right: Vertigo, Sabretooth, Arclight, Harpoon. Speech bubble from all: "COMPANY!"

Author's notes (yes, MORE of them!): While at the end of Excalibur #40, the X-men (actually, Warwolves) showed up, I've cut this out just to make my life a little easier.

So, just before this issue starts, Lockheed is recovering at the hospital in London (I think), where everyone is pretty sure that he'll pull through. Excalibur is back at the lighthouse, getting some well-earned rest.

Ok, that's the last of the set-ups, I swear! Now to the actual story...

"Cooooooooo!"

Kitty opened her eyes to see a small purple dragon curled up with his head pillowed on her chest, looking quite content.

"Lockheed!" she squealed happily, scooping her friend into her arms and giving him a careful squeeze. "Was I ever worried about ya, Mister!"

Lockheed, though his wings still felt as if they had been used to sharpen razors, flew a quick circle around the room to show his roommate that he was none the worse for his injuries obtained in Limbo.

"Great!" grinned Kitty. "Let me get dressed and...wait a sec, who dropped you off? I KNOW you didn't fly all the way here, and the rest of the team's been here all day."

Lockheed settled himself on Kitty's mattress and puffed smoke impatiently.

"Alistaire dropped you off, didn't he?!" she exclaimed. "Grrrr! Lockheed, why didn't you tell me?!" Kitty Pryde began to tear through her closet like a possessed creature.

"AWK!" Lockheed protested indignantly as one of Kitty's T-shirts billowed out of the closet and settled over his head. He was also as annoyed as all hell that her thoughts had jumped from his welfare to Stuart within the space of a few seconds. He lifted one corner of the shirt and watched as Kitty got dressed.

As reluctant as she was to admit it, Kitty was still infatuated with Alistaire. Mostly because he hadn't really paid her enough attention to have her personal opinion of him develop for better or worse. She was still waiting for him to stop ogling Rachel and notice her. A frustrated sigh announced that she had given up on her wardrobe, and she yanked one of her costumes off of a hanger. Before she got ready to go downstairs, Kitty paused in front of her mirror.

"Maybe if I just act casual." she muttered as she raked one hand through her hair. She cleared her throat and waved to her reflection. "Hi, Alistaire. What's up? Ugh! That sounds awful! *ahem* Hello, Dr. Stuart..."

Lockheed had stopped watching Kitty, and was looking questioningly at the stairwell to the lower floors of the lighthouse. His inheritant dragon empathy had just tapped him into a storm of emotions from downstairs. Mostly grief, anger, and helplessness. They seemed to be emanating from the whole team. Worried, the dragon began to pace until Kitty came and scooped him up.

"Ready to go down and be welcomed home properly, you little dickens?" asked Pryde.

Lockheed wiggled to get down before Kitty could phase through the floor. He knew that those types of emotions were usually associated with bad news, and odds were Kitty would get an unpleasant surprise when she did go down. Lockheed wanted to delay that for as long as he could.

"Hey!" exclaimed Kitty as Lockheed got a good grip on her shoulder and hauled himself out of her arms and onto the floor. "What the heck's gotten into you?" she asked as Lockheed dashed under the bed. "Get back here!"

A surly "Uh-uh!" followed by a puff of smoke came from under the bed. Kitty put her hands on her hips and made her voice firm.

"Dragon, you get out from under that bed right now, or you can just make your own way downstairs!"

Lockheed sighed and came out. At the very least, he'd be there to help Kitty take the brunt of the news, whatever it might be. He flapped up to perch on her shoulder, and let her phase both of them downstairs to the

kitchen.

"Hey, everyone!" she announced, "Look who's..." Her voice trailed off as she noticed the expressions of everyone else in the room. Kurt was sitting at the table. His shoulders were slumped and his head was buried in his hands. Meggan was standing behind Nightcrawler, one hand on his shoulder.

"I'm so sorry..." she was saying. Rachel was standing at the window, her back to the group. Her hands were clenched into fists so tight that her nails were driven into her palms. Anyone who could have seen her face most likely would have noticed the anger in her eyes first and the tears dripping down her face second. Brian Braddock was leaning against the wall, hoping to look sympathetic. Actually, the only thing that he seemed to be was pissed off. He was scowling across the room at Meggan and Kurt. He had gotten good at scowling and had become short tempered. Kitty had taken to calling him "The Ogre" as of late.

Everyone's head snapped around as Kitty announced her presence.

"What's wrong?" she asked, suddenly uncomfortable and a little scared.

Kurt stood, and brushed ineffectively at the damp streaks trailing from the corners of his eyes.

"It's the Professor, Katzchen." he said. "Ororo just contacted us. He's... dead."

For a second, Kitty's mind refused to register the words. Then they hit full force.

"Kitty..." Kurt started say.

"NO!" shouted Katherine, turning her back.

As abruptly as she had appeared, Kitty gave a choked sob and phased back up to her room. Once clear of the floor she became solid and threw herself on her bed. Her crying was not the loud, uncontrolled sobs that had carried her through her parents divorce. Kitty didn't want to cry like that. She felt that the Professor would want her to be controlled... adult about this. She squeezed her eyes shut as tight as she could, and held in her grief. Lockheed nuzzled his snout underneath her chin and cooed softly.

Almost an hour later, a soft knock at her door drew her attention, but she didn't open her eyes or turn her head.

"What?" she asked, with her face buried in her pillow.

"It's Rachel." came her friend's voice in an uncharacteristically soft tone. "Can I come in?"

"I don't care." Kitty said, speaking to her pillow again.

"Don't lie to a telepath, kiddo." Rachel replied, walking in and taking a seat at the foot of the bed. "It's not healthy to keep it buried, you know."

Kitty gave a bitter laugh and sat up.

"I was a living ghost for more than a year! I still lose control sometimes." she said. "This whole damn line of work isn't healthy, Ray. I think we just got another reminder."

Rachel started to say something, but caught a thought from Kitty and kept quiet instead. Kitty was the one who needed to talk right then. She reached over and gave Kitty a hug. Ray knew that she wasn't very good at this sympathy thing, but she was going to try her best.

Kitty leaned into Rachel's embrace and started to cry. It was several minutes before she could speak. Rachel put her cheek on top of Kitty's head and waited.

"You know *sniff*," started Kitty, "when we found out that the Professor and Storm and everyone were alive, the first thing that I felt was mad. I mean, they hadn't told us themselves, hadn't come to see us. They didn't even call or anything. We had to find out from the TV. If Meggan hadn't called us in, we wouldn't even have known! I was mostly mad at the Professor, I guess. I mean, he was in charge. He could have found time to CALL, you know? And now... I mean, now..." She broke down in sobs again. Her thoughts weren't hard to follow.

"You feel guilty for thinking like that?" finished Rachel.

"Um-hmm." whimpered Katherine, her face hidden again, this time against her best friend's shoulder.

Rachel didn't know what to say. She had felt almost the same way about it, but she hadn't felt as close to her former team as Kitty had, not after the battle with the Beyonder and the way that they'd shunned her. The feelings hadn't run as deep, nor caused as much guilt. Besides that, Rachel's memories were hash. All in all, there wasn't much to cry over. In the space of an hour, the young host of the Phoenix force had all but completed her grieving process.

Another knock at the door saved Ray from having to say anything.

"Am I intruding?" asked Kurt.

Rachel looked down at the girl in her arms.

"Kitty?" she asked.

Shadowcat sat up and wiped her eyes.

"Sure. Come on in, Fuzzy." she sniffed.

Kurt took a few steps into the room, looking slightly uncomfortable. "The funeral is on Muir Island in a few hours." he said

"A few HOURS?!" exclaimed Kitty. "Is there a reason that we get all of the news last? Are we the butt-end of all the mutant teams out there?" She sighed deeply, seeming to calm a bit. "Can W.H.O's loaner get us there in time?" she asked.

"If we leave now." said Nightcrawler, extending a hand to help Kitty up. She accepted.

"Are Brian and Meggan coming?" Rachel asked.

"Ja. Meggan said that she wanted to pay her respects, and Brian said that he would stay home 'over his dead body.'"

"Trust Brian to come up with such a great choice of words." scowled Rachel, standing and heading for the door.

The entire team was on it's way to Muir within five minutes.

Several hours later...

Brigadier Alysdane Stuart couldn't believe what her brother had asked her to do this time. As part of the Weird Happenings Organization (W.H.O), she was used to odd assignments. But why on Earth had Alistaire called her up and insisted upon her going to feed Excalibur's lighthouse?* (*for the brief explanation behind that, see Excalibur #37) She arrived at Excalibur's front door in time to get an unusual eyeful.

About five feet away from the shore of Excalibur's lighthouse, a burst of harp-like sound announced the opening of a mystical teleport gate. Six people, one a teen-aged boy being carried by an older man, floated out and landed lightly on the shore. A seventh person, this one familiar to the Brigadier, stepped out of the gate...and landed in the shallow water with a splash.

"This..." sighed a saturated Amanda Sefton, "is the absolute LIMIT!"

The rest of the group, still unaware of Alysdane's presence, were trying to stifle grins and outright laughter.

"Sorry, Amanda." said the boy who had been carried, "But I'd kind of reached my lift limit."

"It's OK." sighed Amanda, wadeing to shore with the rest of her party. "I'm just tired, Icarus."

"We all are." nodded an older bearded fellow with a gentle air.

The man who had carried the boy turned and noticed that they weren't alone.

"Look alive." he muttered. "We've got company."

"Stay where you are." ordered Alysdane in a hard-as-nails voice. Her sidearm was leveled squarely at the group.

"Deja-vu." said Amanda with a weary grin. Alysdane's gun vanished from her hand into the surf. "Are you always this defensive, Alysdane?"

Despite her acquaintance with Amanda, Brigadier Stuart didn't drop her guard. "Only with people who make it a habit of trespassing on private property, Miss Sefton." she replied. "Who are these people and what are you doing here?"

The entire group was wet, tired, and, thanks to the Shadow King's recently dissolved hold, slightly unbalanced mentally. No one was in the mood for introductions. But the Brigadier wasn't letting them in without some sort of justification. The man who had carried the boy ran through names quickly.

"I'm Thomas Corsi. She's Sharon Friedlander. Those kids behind her are Icarus and Keesha Scott. And the two to my left are James Terry and Healer. I assume you know Amanda."

The Scotts were brother and sister. Icarus looked like a normal human with dark brown skin and eyes and tight, curly black hair. Keesha had dark red skin that was deeply cris-crossed with a web of white scar tissue, reminders of the Mutant Massacre. Her eyes were a brilliant shade of green. Her hair was black. James Terry had fair skin, red hair, and a smattering a freckles. His face also held an impish expression. the Healer was an old man with grey eyes and brown hair going gray. His face was deeply wrinkled.

"That doesn't answer my second question." said Alysdane.

"We need Excalibur's help." said Amanda. "I figured that would go without saying."

"You have phenomenally bad timing, Amanda." said Alysdane, loosening up a bit. "Excalibur's not home. They've all gone to Xavier's funeral."

"Charles is dead?!" asked Sharon, disbelief playing across her features.

"I think you all need to be informed of what's transpired on Muir." Alysdane told them as she reached for the doorknob. "Though I get the impression that you know quite a bit about it already." Even though she was right, no one said anything as they trooped into the lighthouse.

Elsewhere (really, I'd like to tell you exactly where, but it wouldn't be healthy) someone wasn't being nearly so cooperative.

"YOU IMBECILES!!!" raged the being known as Sinister. At that moment, he was raging at his team of cloned assassins, the Marauders. They winced as a heavy stainless steel table skittered across the lab floor, but by this time had learned not to make excuses or challenge Sinister. The last one that HAD (Creed, naturally) had to be replaced. Being able to whip up another Marauder at whim didn't give Sinister much reason not to dispose of the ones he had when they annoyed him. Sinister continued to rant. "I send you to kill a sty of pathetic Morlocks! You can't do that. I send you to kill Madelyne Summers. A *HUMAN*!! You manage to somehow fail in THAT! I tell you now, fail in this and the lot of you die FOR GOOD! That includes you, Malice!"

Malice, currently possessing the cloned body of the Morlock Cybelle, scowled but didn't say a word. This body had the power to excrete acid of various intensities from her pores, and was not one that she would have chosen. She hadn't gotten to choose, of course. Out of the sample DNA that they had managed to get to Sinister after their initial attack on the Morlocks, this had been one of the most powerful. In Sinister's eyes, that batch of samples hadn't been worth the time it took to map the genes or divine the powers.

"Get out of my sight." snarled Sinister. The Marauders got.

Alone, Sinister walked slowly around his lab. He ran one gauntleted had down the transparent window of one major cloning chamber. His prize work was developing as well as he could have dreamed. Slowly, a smile stretched across Sinister's face. It was like the movement of a corpse.

Not all that long later, in a penthouse apartment in New York, flight attendant Wendy David stood at a picture window, enjoying the view and thinking about her friend Amanda Sefton. Both Wendy and Elizibeth had been surprised by her sudden appearance, and little worried by the way she had taken the bad news waiting for her. Her companions had made it clear that Amanda and others with them had just had someone mucking with their minds. Maybe the news just hadn't sunk in. She hoped that things turned out well for all of them.

Wendy turned away from the window, only to do an about-face as a shadow fell across the rectangle of light. She tried to scream as the window caved in towards her. Her only impressions of the creature that pinned her to the floor were claws, teeth, and blond hair.

Not five seconds later, Elizibeth ran into the room, only to be but in a chokehold by someone who seemed to be part machine.

"Listen real good, frail." said Wendy's attacker. His voice was more snarl than anything else. "You're both gonna die. How slow depends on how well you cooperate."

It was approaching sunset by the time Tom, Sharon, and Amanda finished telling the Brigadier what they knew about the Muir Island happenings. Of course... it hadn't been all that early when they got there. The rest of the group, Morlocks that had been housed on Muir, were sound asleep in different spots around the room. As it was, Sharon had to pinch herself occasionally to keep her eyes open. Tom as if he could fall over at any second. Amanda maintained a leery alertness, but she seemed to be more nervous than actually awake. Sort of like a kid who wants to sleep, but is afraid to. Alysdane gave her an odd look. She'd been like that ever since their group had come inside. Excalibur still wasn't back.

Tom, Sharon and the Morlocks had been outside of the Muir complex when the Shadow King had decided to turn the Muir Island inhabitants against the X-Men. Apparently, the non-powered Tom and Sharon hadn't been worth the trouble of possessing. The Morlocks were another matter. The first thing that happened was that the four of them turned on Tom and Sharon. The kids were inexperienced with their powers, and Healer's had hardly been of use in a fight. They had wound up having to knock all four of their friends senseless.

Tom and Sharon also had to half-carry, half-drag the kids and the old man back to the complex, where it seemed that all hell had just sprung loose. The Islanders and the X-Men had been going at each other with everything that they had. And occasionally, it was Islanders against Islanders. Legion had just given Amanda a metal blow that left her barely conscious and had been moving in to do worse when something else caught his attention. Legion's personalities were easily distracted. Cyndi had seen an X-Person that she didn't like and was ready to go toast her ass good.

Tom had seen their way off of Muir in Amanda, and had somehow managed to coax her into casting a teleport spell. As it was, he was lucky that his idea didn't get all of them impaled on the spire Empire State Building...'cuz that's where they had materialized. In the middle of the day. In front of a few dozen tourists. On the wrong side of the railing. They hadn't fallen more than a couple of stories when Amanda noticed that something was wrong and had tried the spell again. THIS time it landed them in her apartment, only a few blocks away. Amanda's roommates Elizibeth Wilford and Wendy David were understandably surprised, but had helped out as best they could.

Those that had been possessed came to with pretty much the same state of mind: severe headaches, disorientation, paranoia and a feeling of being violated. The children were more resilient and had recovered within a few hours. Amanda and the Healer were still getting over it.

The main reason that they had all headed for the lighthouse and Excalibur was, quite frankly, it was their only viable option. They couldn't very well go back to Muir Island. Jumping off of the roof of the apartment complex would have been quicker, and maybe a little less messy. The X-Men were all on Muir, and none of them knew how to bypass the Mansion's security systems, so the school was out of the question as well.

"So, here we are." sighed Sharon. "I guess Amanda, Tom, and I could pack up and go back to our old lives...

'...or not.' Amanda thought bitterly to herself. "...but these Morlocks don't really have anywhere else to go."

"That is a problem." agreed Alysdane. She was considering offering W.H.O's help, but decided to wait for Excalibur's reaction. "I'm not the one who decides anything, however."

Tom heard the jet's engines before anyone else.

"Looks like those that do decide just got back." he noted, waking the Morlocks. "Looks like we're going to have run through the whole story again."

Alysdane looked over at Amanda, who looked as if someone had suddenly jammed a poker straight down her spine.

"Are you all right?" she asked.

"Fine." said Amanda, lying through her teeth. Any doubts that she might have been able to push down when she came looking for Kurt before were shoved to the front of her mind now. Just basic friendship suddenly seemed like an impossible goal... especially since part of her still insisted that just friendship wouldn't be enough. 'Forget it.' she told herself. 'It's not as if you don't have enough problems at this point. No need to complicate things more.'

Excalibur came up the stairwell, each lost in their own thoughts. Kurt and Kitty were sullen. Rachel was trailing behind everyone. Meggan was trying to comfort Nightcrawler and Shadowcat. As for Brian...well, Brian was stomping ahead of the team, looking like a thundercloud. It wasn't hard for Rachel to follow the thoughts going thoughts his head. At times on the way to the funeral, during, and on the trip home she'd actually had to screen them out for a moment's peace.

'Sneaking, blue-furred rotter...always hanging around Meggan...cow never seems to protest overmuch...I need a drink...' Rachel's respect for Brian was sinking to an all-time low.

Brian slammed open the door to the above ground levels, and stopped dead in his tracks.

"NOW WHAT?!" he demanded. "Brigadier Stuart, who the blazes are these people?!"

Behind Captain Britain, his teammates had gotten tired of waiting for him to remove himself from the doorway. Nightcrawler teleported in front of him, Shadowcat phased through him, and Phoenix gave him a hearty TK shove that pitched him forward onto his face before she stepped over him. Meggan tried to help him up, but he brushed her off with a terse "I don't need your help."

Meggan backed away with a hurt/scared look on her face.

"Amanda?" asked Kurt, both pleased to see his friend and puzzled as to what she was doing there.

"Hello, Kurt." Amanda replied stiffly.

Kitty was talking to the Morlock kids, most which were just a little younger than she was. As it turned out, Keesha was Kitty's age.

Brigadier Stuart was just starting brief the team on the situation when the whole lighthouse began to shake.

"What the hell..?!"

The wall imploded upon Excalibur, the Islanders, and Brigadier Stuart. Everyone flattened themselves against the floor. The dust settled to reveal several faces that Nightcrawler and Shadowcat recalled very well: The Marauders.

"Time to die." declared Arclight.

TO BE CONTINUED...

NEXT ISSUE (should I decide to write it): The Morlocks, Shadowcat, and Nightcrawler get a little of their own back in The Mutant Massacre Revised.