The episode wtih Tony Stark was not an attempt to make him into a complete coward. Instead, it was my first attempt to show a person dealing with a slow, lingering death and having trouble coming to terms with it. It was supposed to show heroism as Tony overcame his terror to do what had to be done and not a showcase for how tough Wolverine was. Sadly, it didn't quite work out that way. :(

Three figures flew through the darkness. Mist rose around them as the cooling of the night caused condensation to occur. They looked human to all outward appearances, but they were not. They were mutants. Two women and a man who had been born with the X-factor in their genes and been hounded across the planet as a result. Now they were about to die at the hands of one of their own! A mutant by the name of Amahl Farouk who had "died" in psionic combat with Charles Francis Xavier. He had returned as an astral entity calling himself the Shadow King.

The older of the two women had been his consort, his Shadow Queen. Her name was Jean Grey and she had been involved in the wars of Homo Superior from the very beginning. When she was just a girl she had been recruited by Xavier as one of his X-Men. For more than a decade, in one guise or another, she had fought the good fight. Farouk's mental tampering had unleashed the woman she had always wanted to be but had never had the courage to make herself into. She smiled a feral smile. That she was about to die didn't bother her in the least.

The man beside her had been involved in wars for more than fifty years. First as a victim and then as a leader of men, he had fought for what he believed was right for longer than he could remember. There was no longer a time when he could remember peace and perhaps there had never been peace for him. Magneto, Master of Magnetism, was falling victim to an enemy he couldn't fight, he was going to die. The virus slowly killing him had almost finished it's dreadful course. He could no longer even breathe properly and waves of pain wracked his body. But he gave no outward sign of his agony. He had always prevailed upon every obstacle in his path and he would prevail once again. But in the twilight of his life he wept that there was not one person on the planet who would mourn his passing.

The second woman went by the name Rogue, since she refused to tell even her closest friends her real name. It was so silly anyway. She smirked, unable to decide whether it was her name that was silly or the fact that, even now, she held onto it like it was a great secret. She had begun her life as a terrorist with the Second Brotherhood of Evil Mutants but had come to Charles Xavier when her powers had proved too much for her. She had always longed for human contact but it was ever denied to her. She alone of the trio was ignorant of just how unlikely a victory was. But it was for the best, for if she had known the results of the grim battle awaiting her she would have wept too, as it was she still clung to the hope of a happy ending to it all.

Wolverine crouched in the tall grass, his hyper acute senses taking in every sound and scent of the wild jungle. He sniffed a few more times and realised that he wasn't mistaken at what he was smelling. Magneto and Grey had both been here recently, as well as Rogue and somebody else he could not place. A dark and dim scent that unsettled the part of him that was more animal than human. The others he smelled were still there: Natasha Romanov, Tony Stark and Steve Rogers. Of them all it was Natasha that stayed his hand. For by now they were all pawns of the force that had possessed Magneto, since there obviously hadn't been a battle here. He would have smelled the sweat and fear. He remembered her as a young girl who had been so brave, so long ago, in Madripoor. He caught himself and stepped forward. He would want a clean and merciful death too if the same had happened to him.

Stark was lying there clutching his chest. He smelt of pain. Old pain that was bringing him slowly and surely down into the pit of blackness from which nobody ever escapes. Rogers was staring at a map. His face was rapt with concentration. Romanov was having trouble breathing and her throat was swollen and lividly bruised. Wolverine chose his target and prepared to spring.

"I have contacted Quicksilver," Stark said breaking the deep quiet of the jungle night. "He isn't coming for us. He says... he says his daughter is sick and he isn't willing to leave her side."

"So we are on our own. Or almost so. Wolverine, you can come out now."

Wolverine rose from the grass, his teeth bared, ready to pounce.

"Natasha spotted you a while ago. I guess you are losing your edge, Logan. I wouldn't have figured anybody could see you at your peak."

"Nothin's ever a sure thing. What gave me away?"

"The claws glinting in the moonlight, little uncle. I see they aren't bone anymore. Oh God, I have missed you." Natasha ran over and embraced Wolverine. Tears streamed down her cheeks as she clung to him tightly. "I failed them, little uncle, I failed my friends and now they're dead because of me. Because I was too stupid to see the disaster in the making. Because I didn't trust my instincts. Because I hated Wanda so much that I became afraid to make a mistake she could use to unseat me..." She clung to the short berserker, her body wracked with uncontrollable sobs. He slowly retracted his claws and returned her embrace.

"This is ridiculous. Here we are trapped and alone in the jungle while you two play at long lost relatives. This isn't getting us any closer to rescue."

"What's the matter, Stark? Can't take playin' when the game's over an' it turns real?"

"There's no call for that, Mister," Rogers shouted. "We have to all pull together if we're going to get out of this one alive. Fighting with each other will only make it worse!"

"Don't flamin' lecture me, Rogers! I knew you when ya were a punk kid an' still wet behind the ears. I've been killin' longer'n you've been breathin'. So we've had a few tough breaks. We learn an' we go on... or we die. If cry baby there wants to give up that's his option. We all have it, it's called death."

"You don't understand Wolverine. It's my heart. It was damaged long ago in Vietnam < IM #1, LA > and it has started to fail again. If I don't get medical help soon... I called up Pietro but he wouldn't help, he wouldn't save me... didn't even care that I was dying..." In his armor, Tony Stark could face any threat. But here, without it, he felt helpless and afraid in the face of the threats in front of him.

"Tough break bub. You gonna let it stop ya or are ya tougher than that? We all die, sooner or later. This the way you wanna go? This what you want to be remembered as? Think long bub. Think hard. Now's when it really counts. Not when it's a game a' spandex costumes and megalomaniacs. No, it's real when you're all alone and help'll never come. When it's kill or be killed. When ya reach over to your best friend to put him out his misery after his body's been shattered by somethin' he never even saw comin'. I've fought in wars all my life. This is when you decide what you really are? I think you're a wimp, bub."

"No, I'm not a wimp... it's just... it's just..."

"Just what, Stark?"

"I don't want to die. Not like this."

"Nobody wants to die, bub. It's how you handle it when it comes that matters." Wolverine watched as Stark walked over to the ruin of his armour and began to salvage several parts.

"That was cold mister and way out of line."

"Go tell someone who cares, Rogers. I did what had to be done. I didn't like it, but it had to be said. Now go away and bother someone else, bub. The little lady and I have some private business and three is definitely a crowd".

Exodus looked at the walls of his holding cell. The psionic dampeners were giving him a headache and they weren't particularly effective. It seemed that nobody else besides Doom had figured out his powers were mystical in origin... or at least mostly mystical. He had been a mutant first, born into one of the most tumultuous periods of English history. He had sacrificed all that he had loved to pursue a dream- but one day he woke up and there was no longer a dream. Only a nightmare remained.

When did it happen he wondered. When did the vision of a world in which all men lived free and equal become the twisted vision of colonialism? When did he forget his principals and support a madman with an impossible dream of separatism. His cheeks burned with shame at how he had treated the Acolytes. For the first time in seven hundred years he felt the burden of his power. So long ago he had been told that the white magic bound into Excalibur could prevent the black magic he had absorbed from corrupting him. But Excalibur was gone for good. Left in the guts of Nathanial Essex in a temple so long ago.

There was a dream in this world that he did admire. A dream such as he might have dreamed in his innocent youth so long ago. For all that Doom had tried to do him harm, he owed the man a debt beyond repaying. For Doom had freed him from the thrall his own power had over him, let him see clearly for the first time in centuries. He wondered if perhaps Charles Xavier could use another X-Man.

The Shadow King sat in silence, waiting. Waiting for the battle to be joined. Already his new host was prepared and he grew tired of this empty and hollow shell. All of the interest in it had fled when Sauron and Lykos had destroyed each other in a savage mental duel. Only the hint of Jean Grey left in the mind made him smile in fierce anticipation of his consorts return. She had suffered so greatly when he twisted her. He savoured the memory of her body... so helpless... so hurt...

The wall exploded inwards throwing the Shadow King across the room. He rose with a hiss and a snarl. His assembled Mutates cowered before the man who stood there. Magneto, tall and proud, his eyes filled with a killing light. Elsewhere he could sense the thoughts of his followers as they engaged Jean and Rogue. Perfect. Too bad he didn't sense a small band making it's way to his citadel.

"We can't keep this pace up Mister. I have disliked the way you have handled things from the beginning but this is going too far. Stark is hurting bad, he can't go any faster."

"I... can... do... it..." Stark muttered.

"You think he's goin' to give us any second chances bub? That he'll care about whether or not we're hurting?"

"I had things well in hand until you came along..." Captain America protested.

"Really? What if the Shadow King gets ahold of Magneto again? What's your brilliant plan for that bub? What if Jeanie... what if she ain't been totally freed from him? What then?"

"Rogue went with them..."

"I feel safer already. What were you thinkin', lettin' them go like that?"

"I figured they could handle it."

"You better have been right, bub."

"I have had enough of this... If you can't say something nice, don't say anything at all!" Steve Rogers protested.

"He's right Steve. We should have gone with Magneto. Being hurt wasn't an excuse for giving up." Natasha barked.

"I just think he's being counter-productive to the overall morale of this mission..."

"Stuff it where the sun don't shine, bub!" Wolverine stopped and sniffed, glancing about. Then he broke into a break-neck run. The Black Widow followed him immediately. Rogers hesitated for a moment than reached down and started to assist Stark.

"Go... with... them... I'll... be... alright..." Stark forced a grin to his face. "Go... on... and... give... them... hell... for... me." Rogers hesitated a moment longer and then followed his companions into the jungle and vanished into the night. Stark sank to the ground, his left are now entirely numb. "Blasted... heart..." he muttered.

Ah split up with th' others. Magnus was bound an' determined ta go right after th' Shadow King 'fore many more got hurt. Ah can't say ah blame him for his concern. Ah thought ah could do more good using mah powers ta distract the mutates that might make life difficult for Maggie. Ah still didn't trust Phoenix, not after she skull scanned mah mind without asking first! No manners on that gal!

Ah flew quick an' low, knockin' them suckers over and scatterin' em. If Magnus could act quickly enough then perhaps ah wouldn't have ta hurt anyone else. Killin' ain't what bein' an X-Man is all about. It's findin' a better way, even when it's hard. That's what ol' Charles Xavier taught us an' it was a good lesson.

Then mah eyesight went in a blindin' sheet a' white. For a second ah tried ta clear mah eyes and then ah got all dizzy. Next thing ah knew, ah had made an unwelcome acquaintance with the ground hereabouts! Then ah felt a white hot pain in mah side an' ah screamed.

Charles Xavier was thinking. Guilt was running through his body as if it were a cancer. He had sold out, given up on his principles for the sake of expediency. The worst part was that, as he did it, he realised that the principles he thought he was selling out had been sold long ago. Sacrifices on the alter of expediency.

He gazed at the two girls. Someone had treated Scanner for her gut wound. He was glad of that. For all that she was an enemy, he would rather that she not die, especially not here and now, so far from home. Vashkin had promised that he could take her with him. Perhaps he could rehabilitate her the way he was doing with Sabre- tooth. She noticed him staring at her and gave him a bale- ful look. Or perhaps not.

The young never understood what had to be done.

He had sold out his oldest friend to certain death. What was one more body worth in the face of that. He considered, maybe he should let the good Colonel have her for the vivisectionists. Or was he just trying to bury the shame by suggesting this to himself?

Charles Xavier continued to brood and his thoughts we not pleasant ones.

The swamp men were famed for their strength and brutality. They had an entire culture based on fearless opposition to their foes and the man they were guarding was like a god to them. Nevertheless, they fell before the grim Master of Magnetism as if they weren't even there. Magneto staggered forward, barely able to stand, as lightening flashed forth from him. At long last he faced the grim horror of the Shadow King, and this time there would be no retreat possible.

Above him Jean was cutting through the Shadow King's followers like a hot knife through butter. Magneto's enhanced telepathy could sense her terror at the prospect of facing Farouk again. This same terror drove her into frenzied attacks against those of his followers without the good sense to run for their lives.

He could also sense Rogue being defeated as she sought to fight next to Jean. Rogue was blinded by Whiteout and had no telepathy to compensate. He felt his heart lurch as Equilibrius focused his power on her and Rogue fell to the jungle floor helpless. He felt the spear that Barbarus drove through her as if it were his own body that was pierced.

He gestured with his mighty mutant power and the very citadel exploded as magnetic force lines twisted and warped. The trace iron in the walls was drawn forth and the structure collapsed burying the Shadow King and most of his followers. Magneto could sense the dozens of deaths, many of them were followers he had created so long ago. All his sins had returned to haunt him and a heart full of ghosts bled in silence.

He lowered himself to the rubble and looked about. There was one person whose death he had not sensed, not in the slightest. Above him Jean soared on wings of tele- kinetic fire. The sheer beauty of it all struck him, the jungle, the trees, the wild and untamed edge of the world. He took one more breath from his disease wracked lungs and turned to the task at hand.

Rogue screamed as Barbarus twisted the spear. He grinned, a look of gloating satisfaction on his face. Lupo licked his lips in anticipation. Piper stopped playing just to watch as the heroine who had thwarted them for so long was at last finished.

"It's dying time, girl... you evaded us too many times, and now you're gonna pay..."

SNICKT! Barbarus turned at the sudden sound to see a small man perched on a pile of rubble, bloodlust in his eyes and metal claws extending from his knuckles. "Think fast, bub. Think twice. Y'r next move might be a life breaker!"

"The hell you say, runt. The girl is dead meat. < gurgle >". Barbarus' taunt was cut off in mid-sentence as Wolverine leapt off his perch and onto the large mutant. Claws flashed and Barbarus died. Lupo charged and began tearing at Wolverine. Wolverine responded in kind and they fell to the ground locked in a mortal struggle. Piper raised his pipe to his lips only an instance before a Widow's Sting finished his life.

Wolverine struggled free from Lupo's mauled corpse, his eyes alert with a feral madness and a berserker fury barely restrained. The gashes on his face were so deep that adamantium could been seen in the pale torch-light. "Are you alright?" a worried Natasha inquired.

"Been better, been worse." Wolverine replied. "How's Rogue?"

"Not good. Be kinder to end it now..."

"No! We don't kill our own." The sounds of battle echoed through the dark night. Above them a bird of fire swooped over the battlefield spraying blasts of telekinetic fury. "Never realised Jeanie was this powerful without the Phoenix Force. Let's go 'Tasha, an' finish this."

I feel his telepathic probes striking my skull like the talons of an eagle, biting deep into my mind. The pain blurrs my concentration and pushes my stressed system to the limit. I respond by focusing a beam of EM radiation and spraying Sauron's foul form with it.

*Give it up, Magneto,* the Shadow King gloats. *You are but a mere novice in the arena of the mind while I acknowledge no master.* He pushes me harder and I begin to fall into darkness. For the first time in my life I am simply unable to take the punishment. *Join me and I can save you...* his taunting voice calls but it is already a distant echo - as if from far away and long ago. *NEVER,* I cry but it is an abyss that I scream across and I never knew whether or not he heard me.

Then I am a child again - back in the days before the Nazis came and destroyed... everything. I look up into the kind and patient eyes of my Father. He is as I always remembered him - a hard working man who had done his best to lift his family into prosperity. Kindly and gentle, he loved his wife and children deeply and was always willing to help others. He was opposed to any sort of violence and lived his life with a sense of purpose - always ready with a quick grin or helpful platitude. The only time this facade had ever shattered was the day the Nazis had come. We were half Jewish in a Gypsy community. The SS had decided not to burden themselves with the extra passengers on overcrowded trucks and so they had machine-gunned us. I remember the shocked look on Father's face as we were led before the guns. But father had never resisted - not even for a second. I had - a momentary surge of magnetic power had protected me, but only me. Even then my power had been selfish. All of the other members of my family had been torn apart by the bullets.

"And that never taught you anything?" The elder Lensherr asked me. I looked deeply into my father's eyes and I was ashamed.

"What was it supposed to teach me? That the world is filled with darkness and corruption? That all I love can be taken away at a moments notice? That I can only depend on myself?"

"You have learned nothing, Erik. I thought I taught you so well and you learned nothing."

"What was I supposed to learn?"

"That how you face death is as important as how you face life. That violence is never an answer, it only begets more violence. Have all of your bloody deeds saved one life? Reduced the world's hatred of your kind one iota? Brought any sort of peace? Or has it lead to only more bloodshed."

"Father, I..." I watch in horrified fascination as my clothes change from those of a young boy into the uniform of an officer of the Waffen SS. I have become what I despise most.

"Is this what you want to be?"

"NO! NEVER! This is some sort of sick lie!"

"No my son, it isn't. You have been given all the chances that a man could ask for and you never learned, never overcame your bigotry. What a legacy you leave behind. You were not like us, the rest of your family! You were born a philosopher and your destiny was to be a warrior. But you placed a greater premium on destruction than on protecting..."

"I TRIED! I TRIED SO HARD! God knows I tried." I groan and sink to my knees. The Nazi uniform dissolves to be replaced with the helm and cowl of Magneto. "But I will never give up on my dream. I fought my way from the grave once before and I will never give up, not even now."

"Good. You have been given a chance, Erik, for reasons I don't understand. You are not at all like me, my son, but I like to think that I can at least be proud of what you tried to do. Now make me proud of what you will become."

I turn and see a third figure standing there. I recognise Jean. "What..." She reached out her hand and I take it and suddenly the world dissolves. I am back in my body, wracked with pain and lying in the rubble of Sauron's citadel. I can feel the power of the Shadow King pummelling the walls of an impenetrable mental fortress that surrounds me. And, as I stare up- wards, I gaze intointo Jean's emerald eyes. A silent angel of light protecting me from the encroaching darkness.

Charles Xavier rubbed his bruised collarbone. Only the quick actions of the SHIELD agents guarding him had saved his life from Scanner's attack. The girl didn't under- stand, simply didn't understand. She had screamed about loyalty and honour and other such gibberish, but the simple truth shone through all of that. Magneto was too dangerous to be allowed to live and he had to be put down, the way one would put down a rabid dog.

He watched Colonel Vashkin as he supervised the final approach on Sauron's citadel. The nature of the battle taking place seemed to prove the girl right, Magneto was free of his servitude to the Shadow King.

"I tried, old friend, I gave you every chance to reform. But I have a dream - a dream of equality, of humans and mutants living in peace and seeking to build a better world together. Whether or not you are willing to change you have gone too far, been seen as a threat by too many. There is only one option left and I only wish it couldn't be considered as murder." He paused as one of Scanner's screams echoed through the room. Listened as Vashkin muttered about incompetents and proper use of gags. Why did he feel as if he were the enemy. He looked over at Danielle Moonstar, she had refuse to meet his eyes since he bargained with Vashkin. Didn't she understand, sometimes sacrifices had to be made. Sometimes the path to heaven was paved with bodies. But that wasn't right - in the famous saying it was the path to hell and it was paved with good intentions. If he was doing the right thing, why did it feel so wrong?

Magneto watched as Jean turned away and faced the Shadow King. He could feel her mind spilling into his as it cocooned him from the dark power that sought him so desperately. He realised what she was doing too late to have a prayer of stopping it. She had never been completely free of the Phoenix Force and now she called it to herself.

*NO! There has to be a better way!*

*It's too late, Magnus. You're all but dead and I can't keep this up... too much of me wants to go back... too much of me enjoyed being free and uninhibited... but it wasn't freedom... it was the worst form of slavery... just like my marriage to Scott... that's how he got me... appealed to the part of me that wants to be loved so badly I will pay any price for love... only this price is too high and this isn't love...*

*We'll find another way, Jean.* Magneto struggled to gain his feet but his body felt leaden. The virus had almost completely run it's grim course and he had strained himself too much recently. He felt the power envelop her and was astounded at how powerful she really was. Then she struck. Helplessly, he tried to intervene, to lend her psionic support, to save what could be saved.

The form of the Shadow King evaporated, boiled away by a telekinetic fury capable of destroying a sun. There was a dim wailing on the astral plane as the darkness that had shrouded it faded and it became light once again. There was a dim feeling of triumph in Jean. She had, beyond all hope, overcome her dark side and triumphed against the Shadow King.

*JEAN!* He could feel her mind winking out as the burned out neurons failed, one by one. No mortal mind had ever been made to hold the power of the Phoenix, no mortal mind. The energy form of the Phoenix rose from Jean's mindless body and, just for a second, seemed to be looking, searching for something. Then it sped off into the distance. Lost to sight.

*I did it, Magnus! I defeated him. Better this way, rather die free than live like a slave. There is no price too high to pay for that... no price too high...* He howled inside as her mind faded to black. Once again, one he had cared about, however briefly, had died and he had been helpless to prevent it. He clutched her mindless body and failed to note the approaching footsteps.

"Greetings, O Creator. It is our good fortune that we should find you this way. You thought you were better than us, held yourself far above your pitiful servants. It is only just that you die in the mud and the slime... at our hands!" Amphibius gloated, pulling a weapon from his belt.

Magneto looked at the small group of mutates as they closed in for the kill. His body ached with stress, damage and pain. His power had waned and he was too weak to stand. He positioned himself between them and Jean and watched death close in...