"At this moment," Magnus said, "I am very proud of you all."

Both X-Factor teams stood at attention (or as close as some of them came to attention) in Wundagore's central meeting room, known simply as the Dome. The enormous staging point easily held the two elite strike forces, designed as it was to hold an entire squadron of SHIELD Iron Knights along with its mutant warriors.

"Make no mistake, X-Factor," Magneto continued, "we are in for the fight of our lives. The Brotherhood, the Sentinels, Hellfire, D'Ken...none of them were as vicious, as ruthless, as dangerous as Apocalypse."

"*cough* Galactus *cough*" Morph mumbled, and the assembled teams chuckled.

As did Magneto. "Yes, Morph, we have witnessed greater power at work...Apocalypse does not wield the power of a Galactus, or the Phoenix Force, or the M'Kraan Crystal. But Galactus and the Phoenix spirit could be reasoned with, and the M'Kraan Crystal could be turned against those who would use it for dark purposes, as could the Phoenix Force." The laughter had stopped. "The power of Apocalypse is not something that can be tapped, and Apocalypse himself is ancient beyond imagining. He cannot be reasoned with. He will not surrender. In his world, the fittest survive, and all others... do not."

X-Factor's members looked at their leader, and each other, in an uncomfortable silence.

"Magneto," Quicksilver began slowly, "it has always been your policy, and X-Factor's, that no one is beyond redemption. Are you saying that this is not true of Apocalypse?"

Magneto sighed heavily. He seemed to shrink slightly in his crimson armor. "I will not allow him to change what we are. We will only take life as an absolute last resort. Just bear in mind that against Apocalypse and his warriors, that last resort may well become necessary."

Sabertooth, Banshee, and Mirage nodded solemnly. The rest continued to look uncomfortable, but nothing further was said.

Magneto donned his helmet. "Quicksilver."

An instant later, Quicksilver was at his father's side, his hands moving like lightning along the controls of the holodisplay beside them. A three-dimensional relief of a series of caves and tunnels appeared.

"At present, this complex seems to be the 'home port' for Apocalypse's return teleportations." Quicksilver favored Blink with a nod and a smile. X-Factor's youngest member blushed in response. "While it is highly unlikely that this is his primary base of operations, it is certainly an important link in Apocalypse's chain of command.

"There is only one physical entrance, here," Quicksilver continued, pointing out a crevasse in the side of the mountain. "Red Team will strike here, providing Silver Team with a distraction." He smiled ferociously. "Obviously, any teleport shielding will have some sort of 'back door.' Once Silver Team is discovered, Red Team will 'retreat' and join in helping us roust Apocalypse, his horsemen, and any other forces he might have gathered."

Storm flew up to his side. "Red Team, our objective is to draw one of Apocalypse's forces out into the open, where they will not have the advantage of their tunnels."

"Any questions?" Quicksilver finished.

Morph raised his hand. Blink groaned.

"Yes, Morph?" Quicksilver asked.

"I take it I'm supposed to go in and 'order' whatever team is guarding the entrance to attack?" Morph changed halfway into an Apocalypse-wannabe. "Go forth, my Horsedung, and prove yourselves among the mighty!"

Storm smiled. "Something like that. Very good thinking, Sydney. Does anyone else wish clarification?"

"Yea, what are we waitin' for?" Sabertooth said. "Let's kick the big 'A' back to the Stone Age!"

"All RIGHT!" Captain Marvel shouted, literally glowing, and Magneto noted with surprise that the confidence level seemed to have risen.

"X-Factor." Magneto spread his hands, and the team was still.

"The oath."

Quicksilver looked at his father in surprise-he hadn't asked for the oath in years-but Storm merely smiled again. It was time to remember what they were fighting for.

"To protect the innocent,
"to uphold justice,
"to defend freedom,
"to destroy the corrupt.
"The dream cannot die so long as one remembers."

Magneto nodded. "We're ready. Let's go."

He floated up, and the great dome began to open.

"Houston, we have liftoff," Morph said, his voice crackling with static as the 'floor' below them began to rise.

"Shoulda known it wouldn't last more than ten minutes," Sabertooth growled.

'Raven' Lehnsherr, better known as Lady Marvel, smiled as she stepped through Blink's gateway onto the Thunderbird. She patted the young mutant's shoulder and walked toward the observation deck.

It was Erik's only concession to superstition, this thing he had about her teleporting onto X-Factor transports, and she saw no harm in

humoring him. Considering how much he let her get away with, especially when it came to Charles, it was very little to ask. Well, maybe ah shouldn't use it as an excuse to spoil the boy-not like ah need an excuse, of course, he's such a good boy. Besides, it's fun.

"Fun...wonder how much longer we'll know what the word means."

"Never lose hope, my love."

Raven turned, and her husband was practically shining from the smile she gave him. She never tired of that.

She kissed him.

"Hello, Erik."

Erik touched his lips with his fingertips. "I like how you say hello, Rogue."

"Erik!" She sighed. "It's Raven here, remembah?"

"My love, you can call yourself Queen Aphrodite for all I care. But it confuses some of the youngsters. Besides, that is your true name."

"Names have power," Raven said. "Besides, ah don't want mah kid counterpart gettin' a complex about the old lady who looks like her, has the same powers, and just happens to have the same name. It'd be too much."

"As you wish, Raven," Erik said with a grin. "But you are by no means an 'old lady.' You are as beautiful as the day I married you."

"Flatterer," Raven replied, smiling back at him. It was a short-lived smile. "Ah won't let that monster kill mah son, Erik."

"So long as you don't babysit him in battle. With the possible exception of Legion, our son is the most powerful mutant in the world."

"Ah damn well WILL babysit him in that fight if ah have to, Erik! He'll be wearin' a target on his chest that screams 'Apocalypse!'"

Erik hugged his wife closely. "You have no idea how I wish Charles had not chosen this life-our life." He let go. "But he did. He has the heart of a hero." Erik smiled. "He takes after his mother."

Raven's face fell. "Not to mention his father. Ah just-why won't he wear the damn armor, anyway?!"

"He fears how powerful he would become." Erik waved at his own red and purple scalemail. "I wear no more than this, lest my pride in my own power consume me."

"'Lest your pride?' Erik, ah do believe your Silver Age is showin'. And Charles Remy Lehnsherr may be the hotshot Captain Marvel now, but he better mind his mama or ah'll box his ears for him!" Raven walked to the window. The beauties of Western Europe streaked by below them.

Erik joined her and put his arm around her shoulders. "So...will you be leading Red Team in Storm's place?"

"Right...and ah suppose you'll take Silver Team away from Quicksilver."

"I have never been one to take orders...but he has earned the right, and they are his team. When X-Factor is together as a whole, then I will command. Until then, I will trust the team commanders to do their jobs."

"And what makes ya think that ah would do that to Storm?" Raven held her husband closer. "Now let's stop all this bickerin'. Even with this tin can doin' a few times the speed o' sound, we've got ourselves a few hours before we reach the States."

"Ah...Raven...we should prepare for-"

"Erik...shut up."

Raven shut him up.

Quicksilver and Storm watched the ocean race past beneath them from the cockpit.

"Ororo?" Quicksilver asked.

"Yes, Pietro?"

"At times like this...do you pray?"

Storm nodded. "We have faced many trials, Pietro, but my faith in the Goddess has sustained me."

"How well do you remember the 'Age of Apocalypse?'"

Storm paused. "I...remember little. Flashes of great battle, mostly, and a wildness in my soul. And love."

"I remember a great deal. Xavier tells me this is due to my relationship to Charles. I can see Wanda dying, and the world decaying, if I concentrate. I attempt not to, most of the time. But it is good to know what one is fighting for." Quicksilver paused. "But when the Sentinels took you, and I thought you were dead...I would have taken that world, and all its horror, to have you back."

Storm gasped. "Pietro, I never knew..."

"I have vacillated greatly since we were reintroduced to one another. I did not see what we could have in common, and the memories of what I thought to be another man...it doesn't matter. Not any more." Quicksilver shook his head, and a smal breeze rose from the effort. "Bah. I am no good at these things."

Storm took his left hand in both of hers. Her smile brought the sun out-literally. "Go on, Pietro."

Pietro opened his mouth-then closed it. Silently, he reached into the pocket of the flight jacket he was wearing-odd, given the weather- and pulled out a small box. Storm gasped.

She released his hand, and opened the box. In it was a ring of exquisite craftsmanship, the diamond setting formed into a lightning bolt.

She grabbed him, and hugged him, and kissed him thoroughly.

Pietro blinked. "I believe that is a yes?"

Ororo laughed. "It is." She shook her head. "Pietro Maximoff, you have the strangest timing."

Pietro smiled back, his eyes softening. "When one has as much time

to think as I do, time wasted is a tragedy. I will waste no more on a life without you by my side."

"Pietro, I was always with you."

SNIFF

Quicksilver jumped up and spun around, looking for the source of the sound. "Morph..."

"I'm-I'm sorry, guys, I just thought you'd be doing the angst thing again and-I got something in my eye," Sydney said, changing from a monitor to his usual flour-skinned self, and ran from the room.

"Well, the other team members will probably know about this in five seconds or so," Quicksilver sighed. "Shall we?"

Storm laughed again. Pietro loved the sound. "Sydney will never admit it, but he's a hopeless romantic at heart. I suppose we can tell them." She took his hand, and they left the cockpit together.

"Closing..."

Sunspot had the piloting duties once more, as they approached the mining camp in the hills of the South.

"Por dios...this area looks familiar."

"Oh god." Mirage stared at the homes below them as the Thunderbird slowed. "The Guthries."

Magneto walked forward. "We have no reason to believe that the forces of Apocalypse want anything from the locals. Come."

Blink stared at Magneto. "But sir-"

"Blink." Storm motioned her forward. "Our duty is to keep the battle from spreading. Now come."

Blink nodded, Red Team gathered together, and they faded in a red glow.

Sunspot lowered the transport gently, and they landed in an open field a few miles from the hidden fortress.

"Exodus?" Magneto asked.

Exodus' eyes were closed. "I'm working on it, sir...there doesn't seem to be any teleportational shielding. That could be overconfidence, but I wouldn't bet my life on it."

"Internal security?" Quicksilver asked.

"Probably." Exodus grimaced. "Can't glom onto the circuitry, though, if there is any."

"Great," Iceman complained, "security by Sinister Biomechanisms. I'll bet he was behind Alien, too."

Banshee smiled. "Aye, laddie, an' that's where you come in."

Iceman blinked. "Me?"

Quicksilver nodded. "It will truly be a cold day in hell today."

"Ohhhh!" Iceman smiled viciously. "Hope you guys like ice with your bad guy stomping."

"Ach, no," Nightcrawler replied. "We keep you around for your clever wit and scintillating conversation, nicht wahr?"

Iceman shrugged. "I knew that."

Scarlet Witch smiled. "Boys..."

Quicksilver turned to Exodus. "Let's go."

Exodus nodded back, and concentrated. Slowly, his energy vortex began to form around them, and they were almost gently transported from the field to inside Apocalypse's stronghold.

The Horsemen stared at the storm growing outside the mountain.

"Good day to die," War said simply.

"Or kill," Death replied. "You were chosen as Horsemen because you are supposedly among the strong. The strong survive."

"Oh, don't be such a downer," Pestilence replied, although the other Horsemen couldn't help but think of the mutant as Infectia. "We spread a little sunshine, they drop like flies. What's the problem?"

"The problem," Famine snarled, "is that you are a bubbleheaded cow with more fat cells than brain cells. Even I can't fix that."

Pestilence's eyes widened. "How dare you! When I get my hands on you-" she doubled over for a second.

Famine smiled coldly, folding her arms. "I don't have to touch you, milkbaby. Remember that."

"How dare you."

All four Horsemen turned as Apocalypse appeared behind them.

"How DARE you!" the High Lord surged forward, grabbing both women by the necks. "Prove who is strongest among you when your enemies are NOT gathered at MY doorstep!" He released them both, and both scrambled for their horses. "Now GO! Prove yourselves worthy to be my Horsemen!"

Death nodded. "It would be wiser to wait for them to come to us, Lord Apocalypse...but not as honorable."

Apocalypse stared at Death. "Then go, my spectre of Death. Go and show these fools what it means to defy Apocalypse."

The Horsemen mounted and flew out.

Apocalypse grinned maniacally and shrank into Morph. *Wow! Worked like a charm, huh Mirage?*

Mirage smiled, and Blink teleported him out again.

The Horsemen flew out into the storm, and found themselves faced by the entire Red Team.

Storm and the Marvels flew above them, while Blink and Sabertooth waited at their flanks, and Morph, Sunfire and Mirage stood ready behind them.

Death regarded them all coldly. "So. This is the honor of X-Factor. I should have guessed."

Sunfire paled visibly. "That voice...it cannot be...even you cannot be this mad!"

Death removed his mask.

"Harada!" Storm raged.

"The Silver Samurai," Harada nodded, "once. But now the champion of Clan Yashida is a gaijin, and there is no honor in-"

"NO HONOR!" Sunfire burst into flames, and slammed into his cousin. "You join with a monster who would drown Japan in blood, and you dare speak of honor?!"

"So much for tactics," Cap sighed.

"Hardly," Storm replied. "Raven, you and the Captain deal with War and Famine. Sabertooth seems to be handling Infectia-I mean Pestilence-rather thoroughly."

"Done," Cap replied, and energy swarmed around the gaunt Horseman. Lady Marvel zoomed down and slammed into War.

Meanwhile, Sabertooth was indeed handling Pestilence thoroughly.

"Don't you ever get sick?" she protested, concentrating desperately while Sabertooth ripped through her armor.

"Nope," he replied. "Ain't healing factors great? An' when I get through this tin can o' yours-"

"You will be dead," Death replied, his scythe spinning towards the predator.

"Uh-uh," Sabertooth replied, leaping out of the way. "I saw what you did to Loki with that thing." He smiled at the ex-samurai as he regained his equilibrium. "'Course, that don't mean I ain't gonna gut ya, but I gotta watch out fer that thing."

"Fool. Pestilence."

Pestilence looked at him in annoyance. "I can't-"

"Sunfire, fool."

"Yes," Shiro gasped, holding his side, "Sunfire." Plasma blazed from his eyes, directly into Pestilence's mid-section...and the large tears in her armor.

She screamed.

The fires were gone in an instant. "Light...what have I done?"

"For crying out loud, Shiro, be careful!" Captain Marvel concentrated on the Horseman, who collapsed, though the flames had died out.

"Why?" they heard behind them.

Morph swallowed hard, and took the form of a small mouse. "It was all Storm's idea, I swear!"

Apocalypse was striding out, followed by his Dark Riders. "She has proven herself weak, and yet you coddle her." The fighting stopped. "Infectia, you swore that you would prove your strength. You have proven only your weakness."

"No, High Lord...please..."

Apocalypse touched a panel on his arm, and the armor constricted. Radically. There was a crunching noise, and Infectia was soon the size of a golf ball.

"I'm gonna be sick..." Cap said, staring in shock.

"Now...LET THE FITTEST SURVIVE!"

To be continued!