The Shadow King turned his madness-filled eyes on Jean. Was there something in her eyes- a second presence. No, he would have sensed anything like that. He just being paranoid. "Come, my Shadow Queen, there are enemies out there to destroy. That fool von Doom will be mine and I will humble Xavier - destroy him as he destroyed me. And the little telepath who dared help him will suffer as he does," the Shadow King mocked. There was little time left. Or perhaps, all the time in the world! Or so he thought, unaware that an intruder slowly made himself felt in Jean's mind.

Magneto tread slowly in the quiet of Astral space. Jean's mind blazed like a flaming brand even here, where most minds were quiet and empty. He strode forth with purpose and no amount of danger would dissuade him from his goal. He had already braved many dangers in piercing this deeply in Jean's mind. If the Shadow King detected him then then he would snuff Magneto out like a candle flame. He could see her now- a raging fire more beautiful than he had dreamed it would be but streaked with darkness. Around her danced flickering shadows that mocking the tainted soul that lay within. So this was Farouk's Shadow Queen! This was what this monster had done to Jean.

He reached forth to her. "Listen to me, Jean. I need your help. I am seeking to defeat the Shadow King but trapped outside my own form I am nearly powerless."

"What do you want me to do about it?" Jean said with a wicked grin "Do you know what he has done to me? Do you have any idea? Don't you realise I like what I have become?"

"We have all suffered,, Jean." The dark figures mocked and laughed at him. He nearly panicked, but the Shadow King had not yet corrupted her here at the core of her being and the blazing fire kept the shadows at bay. He would win through against all obstacles. "I need your help, Jean, don't tell me you have forgotten what you used to be like. Doesn't anything mean anything to you?" He saw a glimmer of a pair of images. One of Logan and one of Scott. "Stand with me, Jean, I need your power against our foe and I need your will to overcome evil."

"So you can strike back? So you can hurt more people? I don't trust you Magneto."

"I know, child. I weep for all the sins on my soul and I know I am damned. But I won't give up - not now not ever. Not while there is a ghost of a chance I can bring this all to an end."

Jean nodded and brought him within her. He was shocked by the closeness of the link. He had never allowed such intimacy between himself and anyone - not even Magda. He saw the deep and abiding love she had for Scott and was shamed by its purity. And then he saw the link between that made this possible and his soul wept hot tears of self-hatred and rage. "I never knew... what did he do to you?"

"The sad truth, Magnus, is that he did nothing I did not want him to do. That is what makes the Shadow King so vile. He twists and warps our worst traits, but somehow it is still you doing all these awful things. I never dreamed such evil existed... oh lord, I'm so scared"

"Hush, child, one way or the other we will make it right." As Magnus looked at her he saw her suddenly as a child - all alone in the night.

"Promise?"

"On whatever shreds remain of my soul I promise I will get you free of this if it costs me everything I have." Together they stepped forth.

Already departing, the Shadow King felt a psionic murmur from Jean and dismissed it. Probably just his Shadow Queen indulging herself by mentally torturing someone. He would have to remember to ask her about it when he had time. He focused on holding on to Magneto's body - not even realising how distracted he had become.

Wolverine opened his eyes slowly and glanced around. He was held in restraints made out of some sort of metal. He strained but they wouldn't give. He could smell others in the room although darkness made it hard to be certain. He recognised one he would call an ally (Scarlet Witch) and several he felt were dire enemies. He continued his futile struggles a low growl arising from his throat.

"So," rang forth a cold, lifeless, mocking voice. "The great Weapon X is reduced to being a prisoner of Apocalypse. A fitting fate for those who would deny his glory." The voice belonged to a skull that seemed to be burning, or at least the jaw on the skull moved with the words.

"Name's Wolverine bub and ol' Poccy wouldn't know glory if he tripped over it."

"Really?" Laughter rang out. "Soon I will be free to serve him once again and then heretics like you will be treated as you deserve. I have seen the truth and it makes me strong. Soon I will destroy all who stand against the glory that is Apocalypse."

"Take your best shot, bub. But be prepared for the consequences."

"Enough of this nonsense," a familiar voice sounded. "The key here is escape and not hostility. If we work together..."

Holocaust laughed again. Wolverine recognised the voice instantly. "I thought you died Moreau - back when you turned against Hodge. You think I would ever help someone like you! I ain't one of yer freaking mutates. I've been a slave once and I didn't like it much. Never knew anyone who did."

"Listen, if we put it all behind us..."

"Like hell! You get within reach of my claws and there ain't no way on this world you're walking out on two legs."

Magneto and Jean focused - she held the shadows at bay while he centered his mind on scanning. The result almost brought him to his knees. He read the thoughts of the surviving Avengers and learned of his daughter's death and the desperate battle against Apocalypse raging aboard the doomed ship. There would be time for grief later. One more person he cared for was dead and he was unable to save her - only to avenge her. He had never really known his daughter and now he never would. It was clear the Avengers were finished. They had been hit too hard, too fast. It was a matter of minutes before Apocalypse stopped toying with them and finished them off. Thor might have swung the balance if he had not been so gravely injured fighting earlier. Stark had the power but his armour's power cells were running dry. He had to find a way to assist them without alerting the Shadow King. And then he found the answer.

*Rogue, you are needed NOW!*

*Magnus, is that you? That's impossible - we killed you.*

*Open your mind to me.*

*But...* Confusion and doubt flowed from the young woman.

*Do it.* He flooded her with an understanding of what had happened - both with the Shadow King and Xavier. Then he showed her what was happening to the Avengers. She tried to resist but he pounded through her shields until she understood and stopped trying to stop him.

"Ah'm on it.* Rogue headed towards the desperate battle in the sky.

They were going to lose this one Stark figured. The marines that had flooded in had provided some distraction but mostly they had died a pointless death at the hands of a madman. The ship rocked and bucked, it had been damaged enough by the fight that it would likely have to be abandoned. He kept firing, his phase locked meson cannons seemed to be his only effective weapon, but they took an awful toll on his energy cells.

The Black Widow was helpless, her limp body lay at the feet of the stranger. At least she was better off than most of his comrades- no, his friends. He choked back a sob. Captain America was simply amazing as he dodged and weaved, somehow evading the flights of deadly projectiles. But even the passage of the razor spikes near him took an obvious toll. There was something in the spikes that disrupted living energy patterns, only his armours defences had saved him from the same fate.

He watched with a flicker of hope as Mjolner smashed into the stranger once again, but then he saw the shape Thor was in, torn and ragged going on pure guts and willpower. He had hoped the god of thunder would be back but something had torn him up pretty badly out there. Stark had a sinking feeling about what it was too. Damn it, Magneto, why did you have to play this stupid game? Thor was just one more target for this madman. Still, whoever the stranger was, he was certainly being battered badly. He watched in horrified fascination as the stranger once again charged his hands and left a massive burst of energy forth - the same type that had killed the Vision. He dodged the bolt. Barely. They couldn't keep this up much longer.

Xavier woke slowly. His eyes adjusted to the rising morning sun. Here, near the equinox, the Antarctic still had days and nights. He pushed himself upright and looked around. Next to him was a blonde girl with a tattooed face. She had obviously carried him until he collapsed. He saw a horrible wound in her back. He reached over to her.

Marie turned to him and looked at him. *Just what did you think you were doing back there?*

*I was trying to put an end to this, once and for all.*

*Old fool, you let the Shadow King manipulate you like a puppet! Since when did you ever care about David? You spent a lifetime neglecting him and now he is suddenly important? Besides, the King didn't kill him. He got better.*

*I... I forgot*

*You will have to do better than this. You cost us Magneto in the last fight...*

*You're right, my delusion is gone.*

*You mean dead - killed by the Shadow King as the price of your stupidity.*

*That isn't fair.*

*It isn't meant to be. We have a long walk ahead of us, it's time we got started.*

*You know I can't walk, Scanner.*

*Ah yes. I should leave you here, old cripple, see what the Dinos do when they come. But I won't.* With a grunt of pain she rose. *Time to make a stretcher of some kind....*

Exodus lounged in the ruins of the bridge. He smiled a grim smile as he anticipated the slaughter to come. Magneto was gone and his debt to the fossil for releasing him was discharged and his new master was much greater. He glanced around at the acolytes. The shattered remains of those who had gathered to Magneto's standard, the poor fools had been no match for the glory that had consumed them. Exodus grinned, the hunt was on and those before him would fall.

Rogue came through the wall like a bolt of lightning and headed straight for the stranger. I had figured we were all dead, Cap was staggering and Thor was on his knees. And then she was there. Her blows hit so hard I could feel the shock waves. She bowled over the dark stranger and somehow managed to avoid his razor wings. It was almost as if she was being watched over by a guardian angel.

I turned my power levels to emergency overload and I hit him with everything I had as hard as I could. The blast rocked him to his knees. Rogue just kept hitting. I fell over as the feedback melted every circuit in my armour. Thor stepped forth and raised Mjolner to bring down a crippling blow to the stranger. There was not a shred of mercy in his eyes. Thor was actually going to kill him, and after what he had done I couldn't blame him.

And then the stranger vanished in a burst of light. 'I guess we weren't as weak as he thought,' I thought with a snide smirk, which was suddenly erased by pain at the thought of all the dead. Friends and comrades whom I would never see again. They had already gone silent and cold. Rogue stepped towards me with pain etched in her eyes.

I saw the metal warp and weave around us. All of us were too weak to protest - too numbed from the fighting and its aftermath. I could see the strain on Rogue's face reaching a breaking point. She was fighting hard against some unseen force. I looked at Magneto and saw madness etched in his eyes. My guts went cold.

He dragged us out of the ship, helpless bound captives. I heard Steve try to argue with him. "Magneto, there are still two thousand men aboard that ship and they are helpless. We surrender. Please. I know that whatever you are you are not a murderer."

"I have changed," he replied in a voice that sounded different somehow, "and I have grown greater." He squeezed his fist and the ship crumpled. If any of our comrades had somehow survived they were dead now as the ship exploded inside a magnetic shell - only slag and ash remained.

Another figure approached. A beautiful red-head who looked for all the world like the X-Man Jean Grey. But what would she be doing with a murderer and terrorist like Magneto?

Apocalypse staggered and groaned as he appeared in his lab. The Avengers had been tested and most found wanting. The survivors would be strengthened. He turned to his monitors. His captives were arguing among them- selves, good! He had permitted them to speak to each other. The time was coming for these agents of testing to rise forth. Great enemies of mutant kind and they would test mutants to their limits. The weak would perish and the strong survive. His dark wind would be unleashed against mutant kind, they would band together to survive and the strong would come forth.

The time was coming to begin again what Sinister had disrupted so thoroughly so long ago. His time was coming, the age of apocalypse was going to be on this world sooner than anyone knew. But first there were things to do. He adjusted his controls and snared a man - a strong man whom Apocalypse had once feared. He couldn't be only human, it was impossible, inconceivable that a mere human could hold this much power and inspire this much fear. But if he was merely human then perhaps the time had come to prune the vine of humanity of this annoying deviation, once and for all.

Doom would be his, one way or the other. The tightness he felt couldn't be fear could it? The last time they had faced each other he had been grievously weakened. This time the outcome would be different.

Doom scanned the sky above him - except for that unfortunate encounter with Magneto everything was proceeding perfectly. Those fools at SHIELD should have realised that he bore them no good will. They would do their best and fail. SHIELD would be humiliated and a major annoyance would have been removed. He was seeking power and he had nearly had it. Exodus wasn't human despite what one might think by looking at the shell through which the demon operated. What sick and terrible price had Magneto paid for the services of one so great? Bah, it was no matter. He would murder the red- headed harlot for daring to delay the eventual triumph of Doom. Soon he would be victorious and a world would know the blessing of being ruled by Doom.

It was with a profound feeling of shock that he realised he was being teleported out of his armour to a destination far away.

Magneto realised the Shadow King's intent instantly. He would slay the Avengers and thus ensure that they would cause no further problems. This madness had to end. With a will second to none he struck at Jean's mind with all his new mental force and shattered the chains that bound her - already stretched and weakened by his presence.

Together, he joined with Jean and plunged back into his own mind. The Shadow King was a Dragon; a cold, evil drake. He took the form of a Knight out of legend and he drove his lance deep. This time there would be no Xavier to falter and destroy the assault. Weakened and frail the Dragon attacked and tore at him, over- whelming his defences. He stabbed and struck and felt the damage he did rebound across the astral plane. The ground rocked where the Dragon stood as his mind sought to reject the Shadow King.

And then Jean was there, a blazing bird of fire she overwhelmed the Shadows in her brightness. He heard a cry of rage, "Little King, fool that you are, now face me on my natural plane. Here I am all powerful and you are nothing!" She blazed like a nova and drove the Shadow King forth. Defeated and powerless he fled, casting him- self loose into the void he desperately sought a new host.

Magneto unclenched his fist staring at the world from his own eyes. His body ached - the strange malady that had made him so powerful still afflicted him. But he was back and he would never let this happen again. If Xavier ever turned his mental abilities against him he would kill him and... No, he would merely kill. He was no sadist.

*Have you learned nothing?* Jean asked. *Come, let us tend to our injured comrades.*

*He will have taken over Sauron by now. In his weakened state it is the only host he will be able to possess. If we strike quickly enough he won't have time to find a new host. Let us track him to his lair and finish him. If we delay it will only give him time to recover.*

*And abandon our own?*

I see my path clearly but I turn away, Magneto thought. The Shadow King will wait and I will save those I can. I lower the captive Avengers to the ground and free them. Iron man is trapped in slagged armour. Thor, a god among men, is almost dead. Rogue looks devastated and empty. Jean is like a bird of prey, and a hungry one. She alone still has the capacity to carry this battle on. The Black Widow is limp and unconscious. Only Rogers watches me. Some- how he knows what has happened and I see a glint of respect in his eyes. But it is not enough to overwhelm the horror and the fatigue. I am so tired, of killing, of hatred and of war. One last time I swear to myself, one last time and I will find a place of quiet where no man has been before. Solitude at last. As a child I dreamed of this and this world wearies me too much. I have spent a lifetime fighting against the forces of the world - seeking to protect my own from the darkness that closes in on all I care for. In the end everyone has turned against me, my only friend in this cold and empty world sought to murder me. A girl I thought I might love came with Xavier as did my own son, my own flesh and blood sought to kill me while I was sleeping. Now my daughter is dead. There is nothing left to tie me to this world and I am so weary. But I will have vengeance for what was done to me and done in my name. One last battle and then at last I will rest!

Logan screamed as the metal flowed and melded itself to his bones. He could see the gleaming red eyes of Apocalypse and he cursed the pain that the machines caused him. It was less than last time, much less. But it still burned into his body and mind, an unnatural agony. Tubes and wires jutted out of his flesh at odd angles. The tall imperial figure overseeing this was rapt with concen- tration. Wolverine remembered seeing him before - the first time this was done.

He could see two other captives opposite to him. One was a middle aged man with brown hair. He had once been handsome but his face was a mass of scar tissue. His eyes gleamed like those of a caged wolf and he was nearly as dangerous caged as free. The woman next to him was an Avenger, Wanda Maximoff. She looked younger some- how, as if years had fallen from her. She seemed scared as well, lacking the confidence and experience he had seen in her before.

A voice rang forth in his skull. *I can't talk long because my store of mystic energy is limited even with Wanda assisting me. Our Captor has underestimated his prey. He is hurt and hurt badly. He will release you once the bonding process is over. He seems to enjoy the struggles that ensue with his "lab rats". He thinks we are helpless and he has nothing to fear. He is wrong. When he releases you instead of fighting him, free me. I will do the rest.*

*An' what guarantee do I have you won't leave us to rot here? Sorry Doomy but I know who you are and I don't exactly think of you as the trustworthy type.*

*I give you my word that all who stand with me on this will win free from this chamber of horrors. All who stand against me will die. So swears Victor von Doom.*

Wolverine felt the contact depart from his mind. He clenched his teeth as hard as he could to keep from screaming as the metal savaged his system. What was Apocalypse planning? Why was he doing this?

Lady Deathstrike looked at the display case. Fitzroy had been foolish and careless. There were so few organics left in any of the Reaver's that not even decapitation was necessarily effective in killing the least of them - let alone their leader. He should have made sure that Pierce was dead. The man had been a fool, he had only succeeded by using technology that he had stolen using his awesome mutant abilities. But to die in such a silly foolish way, that was unforgivable for a man who aspired to any sort of greatness. His error gave her a chance to salvage her personal honour.

She had obtained Lord Deathwind's formula for binding adamantium to bones from a scientist who had held it secret so many years. Jamie Munoz knew he was going to die as soon as he had seen her enter his lab. He had been a brave man and had tried to resist but it did him no good not against her. Her fathers' life's work was once again in her possession. The honour of her family had been restored at long last and Munoz had died for the arrogance of trying to hide it from her. Died in agony after watching his children die at her hands. It was merely what he deserved.

She stared at the still form of Donald Pierce. There was so little of the man left - just the upper part of his torso. He had been torn to pieces by the advanced sentinels that Fitzroy had unleashed. She had already salvaged what she could of the advanced technology, it was even more advanced than she was. It would do wonders for a new generation of Reavers. She extended Adamantium nails and contemplated her options for a moment. Then she shattered the display case and brought forth the remains of the man to whom she had sworn fealty. Wires shot forth as she linked internal computers to the hulk in front of her. The diagnostics confirmed her suspicions. The stasis fields had kicked in and preserved the core organics. So little of the man was left but it was enough.

The Reavers had died in the Outback of Australia to an enemy they didn't even see coming. But now they would rise again. She had sworn loyalty to Pierce and she had sworn to kill Wolverine. Now, at last, her vows would be fulfilled.