5

OCATED IN New York’s Westchester County, about an hour’s drive from Manhattan, Salem Center had always been a quiet, suburban village—the kind of place Norman Rockwell immortalized

I


in paintings of small town America, and Ray Bradbury waxed poetic about in short stories that spoke of the magic of childhood, and the wonders that could be found right outside one’s front door. Its greatest appeal was that it was close to the hustle and bustle of New York City for stockbrokers, fashion models, and housewives wanting to spend a day shopping in “The City,” yet it was far enough away so that the Big Apple’s perceived “bad influences”—crime, drug trafficking, a proliferation of trendy coffee houses—were kept at arm’s length by miles of wilderness and quaint, two-lane roads that seemed to lead everywhere but the center of town.

But, as was true with most small, populated areas—like Arkham, Massachusetts, and Blackstone, New Hampshire, and Castle Rock, Maine—Salem Center had its fair share of secrets, and they were not the typical, two-old-biddies-gabbing-over-a-picket-fence kind of hushed whispers that involved penny-ante scandals about who was sleeping with whom, or what kind of double life that charming—but strange— young man who lived alone in the comer house might be leading when he pulled down the shades at night.

These secrets were as black as the heart of Satan himself, and as chilling as the grave.

And their roots all led back to what lay along Graymalkin Drive, that winding country road just outside of the village proper.

No one ever talked about what was on the Drive, or about the black trucks that rumbled along it in the dead of night, or about the inhuman wails that drifted into the otherwise quiet hamlet when the wind was blowing in the right direction. It was best to leave things be, the older folk often said; some things were just better left not knowing about. Such logic seemed perfectly agreeable to the rest of the populace, so they decided it was, in the end, less stressful for them all if they just let the whole matter drop. Thus, their minds eased, the people of Salem Center continued to live their lives and raise their families and make their daily trips to “The City.”

And did their best to ignore the evil that lay draped over their quaint little village like a burial shroud.

Unfortunately for the people of Salem Center, that ignorance was not going to last much longer.

A mile outside of town, a tiny pin-prick of light suddenly formed in the air above the dreaded Graymalkin Drive, just as the Salem Center town hall clock struck midnight; the chimes echoed clearly across the quiet countryside. The spot of light wasn’t much to look at—merely the smallest of disruptions in the Space/Time continuum—but it shone like a beacon in the darkness. Barely a second after it had formed, the pinprick widened to a hole, then to a large, oval-shaped portal from which light poured, pushing aside the surrounding blackness.

And through this portal walked Cyclops, then Phoenix, then the rest of the X-Men. A split second after Nightcrawler stepped from it, close on Wolverine’s heels, the portal quickly closed with a soft rush of air, leaving them standing beneath a breathtaking, velvet-lined canopy of millions of stars.

For what it was worth, the X-Men had finally come home.

“Dis ain’t de school,” Gambit commented, looking around. They were standing in the middle of the road. “Somebody screwed up on de directions.”

Beside him, Nightcrawler was nearly invisible in the darkness, his dark coloration acting as a natural camouflage. “That’s the problem with celestial beings, mein freund, ” he quipped. “They’re not nearly as infallible as they’d like to think.”

“Want me to take a gander from up top, see where we are?” Rogue asked. Slowly rising in the air, she was about to soar higher when Cyclops waved her down.

“Hold up, Rogue,” Cyclops said. “I know where we are.” He pointed to a nearby sign that stood beneath a lamppost. The sign was wood, painted a bright green and trimmed in gold leaf:

WELCOME TO THE VILLAGE OF

SALEM CENTER, N.Y.

population: 500 DRIVE safely!

“We’re on Graymalkin Drive,” Cyclops continued. “The school’s just around the next bend. There’s no need for aerial reconnaissance— not yet, anyway. Besides, until we find out what exactly is wrong with the world, I don’t want us attracting any undue attention.”

“Dat means no flyin’, chere,” Gambit pointed out.

Pouting slightly, Rogue floated down to stand beside the handsome Cajun.

“Is that a fact?” she asked sarcastically. Clasping her gloved hands against the side of one cheek, she batted her eyelashes. “Why, suh,” she cooed in a saccharine-sweet imitation of a stereotypical Southern Belle, “I simply don’t know what I’d do if a big, strong man like yuhself wasn’t around to explain such complicated terms to little old me.” She lowered her hands and frowned.

“Knock it off, you two,” Cyclops ordered. “Everyone spread out. Wolverine, you’ve got the point.”

Logan nodded and moved forward, crouching low and stepping lightly along the edge of the road, relying on the stealth techniques taught to him ages ago by ninja masters in Japan. Behind him, the X-Men took their positions, creating a triangular formation as they followed him.

Wolverine tilted his head back and sniffed the cool night air.

“Hold up,” he said, raising a warning hand. “Somethin’ ain’t right.”

The team stopped immediately and assumed combat-ready positions, their eyes sweeping across their moonlit surroundings, alert for the slightest indication that they might be about to face an attack at any moment.

“Trouble?” Cyclops asked.

Wolverine shook his head. “Worse’n that.”

“What is it then, Logan?” Phoenix asked. “What do you smell?”

Wolverine eyed her somberly. “Death, Jeannie. The stench is everywhere.”

The X-Men looked at each other, as though hoping that one amongst them might have some idea as to what could have happened to the world they had departed from just a month past. But no answers were forthcoming.

“Betsy . . .” Phoenix whispered, her thoughts immediately flashing on the image of the shapeshifting chess piece back in Roma’s sanctuary.

“All right, people,” Cyclops said calmly. “Let’s not get ahead of ourselves.” He looked to his wife. “Jean, scan the area. The school is just around the bend in the road—see if you can pick up any stray thoughts that might allow us to get a handle on the situation.” Phoenix nodded, and he turned to face the others. “I want this played by the numbers, all right? The last thing we need to do is go charging in halfcocked because we’re concerned for our friends’ safety, only to do someone a favor by conveniently walking into any traps that might have been laid for us. Agreed?”

Slowly, the remaining team members nodded; Wolverine, however, still looked ready for a fight—head lowered, body tensing like a spring about to be released.

“Oh—oh my God . ..” Phoenix suddenly wailed softly.

Cyclops was at his wife’s side in a split-second, steadying her trembling body as she clutched the sides of her head in agony.

“Jean!” he yelled, unable to keep a note of panic from creeping into his voice. “Jean! Let it go! Whatever you’re picking up, just let it go!”

“They’re dying . . .” Phoenix cried, her eyes brimming with tears. “They’re all dying .. .” Her voice trailed off, but her lips continued to move silently as she mouthed the word “dying” over and over again. She blankly stared straight ahead, clearly unaware of Scott’s gentle grip on her shoulders, or even the worried expressions etched on the faces of her teammates, who clustered around her. Whatever thoughts she was tapping into, though, seemed to be providing her with a vivid display of what it might be like to stare into the pits of hell.

Tenderly, Cyclops pushed aside Jean’s fiery locks and placed his mouth beside her ear.

“Jean,” he whispered. “Please. Let it go.” He reached out to stroke her cheek, then turned her head so that he could look into her eyes. “Come back to me. Please, Jean . ..”

It took an agonizing moment or two, but, slowly, Phoenix’s numbed expression softened; her trembling muscles relaxed.

But the haunted look in her eyes remained.

“Scott. . .” she whispered. She reached up to wipe away the tear that had slid down his cheek from under the golden visor.

Cyclops smiled warmly. “Welcome back.”

Jean’s eyes sparkled. “It’s good to be back.” Gathering her strength, she straightened and stepped back from her husband, letting her hand slip down to hold his.

“You all right, Jean?” Rogue asked. “Y’all had us worried there for a minute.”

“I’m fine,” Phoenix replied, though the strain in her voice said otherwise. “I just wasn’t prepared ... so much sorrow . . .”

“You said, ‘They’re all dying,’ ” Cyclops said. “Who did you mean?

Is it the other X-Men?” It was apparent from his expression that he regretted having to press Jean for information so soon after she had recovered from her ordeal, but it had to be done.

“I didn’t detect any of our friends,” Phoenix replied. “Ororo, Betsy, Warren, Hank—either they’ve left the area, or. . .” She paused, then shook her head, pushing the unpleasant alternative from her mind. “They’re not there.”

“Then who—?” Nightcrawler began.

“I don’t know, Kurt. When I scanned the area, I ran into ... I can only describe it as a ‘psychic tidal wave.’ A culmination of powerful emotions—anger, fear, despair—created by a large group of minds nearby. It was like opening a door and finding a wall of water bearing down on me. I wasn’t able to erect a stronger mental shield fast enough to block it before it struck.”

“And it was coming from the school?” Cyclops asked.

Phoenix nodded. “Or some place very close to it.”

“All right, then,” Cyclops said. He glanced at each of the men and women under his command. “Same positions as before, but let’s doubletime it. And be ready for anything.”

As before, the X-Men spread out as they moved down the road, but now there was a nervous energy that seemed to hang in the air around them—an electricity formed of worry, and anger, and, yes, even fear.

Cyclops frowned. Fear had its uses in battle; it kept the edge on, kept you moving, as long as you didn’t allow it to overwhelm your thinking. But fear could also be a deadly distraction, especially considering the amount of danger involved in their line of work. He risked a quick glance at his wife. Phoenix was trying to appear stoic, doing her best to focus on her job, but from the way she was chewing on her lower lip, it was clear that she was still haunted by the mental images left by the psychic assault.

We ’11 get through this, honey, Cyclops thought. I promise.

Phoenix looked to him and smiled—she’d “heard” him. Two words suddenly formed in his mind, projected by Jean for him alone: Love you.

“Cyke,” Wolverine said, interrupting their silent conversation. “You better come see this.” The Canadian was standing just a few yards ahead, where the road curved toward the gravel driveway that led to the school. Cyclops smiled reassuringly at Phoenix, then jogged up to join his point man—

—and stopped dead in his tracks.

“What in God’s name ... ?” Cyclops whispered. Behind the ruby quartz of his visor, his eyes widened in shock.

The mansion—the home for these colorfully-garbed students of the Xavier Institute for Higher Learning—was gone.

In its place, spread across the acreage that once contained a wide, two-story building, Japanese gardens, a small airfield, and an Olympicsized swimming pool, was a collection of wooden bunkhouses—about two dozen or so—surrounded by twenty-foot-high chain link fencing, the top of which was wrapped in lethal razor-wire. Thirty-foot-tall guard towers were spaced ten yards apart, their searchlights continually sweeping across the muddy grounds, their uniformed occupants walking a slow circuit around the steel-and-cement parapets, formidable-looking rifles clutched tightly in gauntleted hands.

“Oh, no . . .” Phoenix moaned softly.

Rogue gasped, clearly stunned by the unexpected sight. Beside her, Gambit said nothing, any sarcastic remark he might have been about to make lodging in his throat.

“Mein Gott...” Nightcrawler muttered, yellow eyes flashing brightly in the moonlight.

As for Wolverine . . . well, Logan had seen something like this decades ago, in Europe; it was the type of nauseating sight that one could never completely wipe away from the mind’s eye after witnessing it, no matter how much time passed. He growled softly.

“What’s goin’ on here?” Gambit finally asked. “Dat looks like some kinda mil’tary installation.”

“That ain’t no soldier base, Cajun,” Wolverine said, his lips pulled back in a savage snarl. “It’s a death camp.”

If there was one truism about being an inmate in Detainee Camp #1879, it was this: Life was cruel, life was harsh, life was what you tried to hang onto as long as possible in those rare moments between beatings, and only the dead were the lucky ones.

Lucky enough to have escaped their torment.

Carol Danvers had learned that lesson a long time ago, at the end of a guard’s truncheon, or the boot heel of a matron, or from the fist of one of the savage prisoners who were allowed to mix with—and terrorize—a general population consisting mainly of writers, musicians, and an odd politician or two. Some of the brutes she recognized as former second- and third-class “super-villains” who had been swept up by von Doom’s growing reserve of super heroes during the early days of the Empire; she had spotted the Trapster, Electro, and Titania her first day in the camp. Sentenced to life imprisonment, their powers negated by neural inhibitors that “rewired” their brains’ synapses so they were unable to use the mental “on-switch” that activated their powers, they were more than willing to vent their frustrations on the “normals” who cowered in their presence. Carol had tried to do something about the situation when she first arrived, but that selfless dedication to helping others had soon been beaten out of her, along with two teeth and a pint or two of blood. And for each day she spent here—she’d lost count of the exact number—there was always someone more than eager enough to take advantage of any opportunity to provide her with a refresher course on the perils of getting involved in other people’s business.

After all, it’s often been said that one teaches by repetition.

Life hadn’t always been this bad for Carol Danvers, though. By the time she turned twenty-five, she seemed to have had it all: an Air Force captaincy, a modest apartment in Manhattan, even her first stable relationship in years.

But then, one day, she made the mistake of questioning the government’s policy of imprisoning political radicals in what appeared to be work camps—a policy enacted by Emperor von Doom soon after taking power. She couldn’t understand how a man who seemed so benevolent to his subjects could be so willing to recreate the gulags of Stalinist Russia, just to silence his more outspoken detractors.

Her fall from grace didn’t take long after that, for only a fool questioned the orders of the Emperor—a suicidal fool, in fact. In the span of two days, Carol lost her rank, her apartment, her short-time boyfriend . . . and her freedom. It still horrified her, knowing how quickly, how easily, the foundations of her life had been shaken apart: One minute, she was a decorated officer, a respected member of her community, a woman deeply in love; the next, she was just another nameless victim— attacked on the street by a half-dozen black-suited men, drugged, tossed into the back of a nondescript van, and presented with the unwelcomed opportunity to experience first-hand just what life was like in one of the camps. Her family, she later learned, had been told that she had committed suicide, choosing to hang herself rather than face up to the shame she had brought them by her dishonorable discharge.

Her “ashes” had been left on her parents’ doorstep in the middle of the night, so they’d be sure to find them when they went to retrieve the morning paper.

Carol still shuddered whenever her thoughts flashed back to those first few days following her abduction: the crippling beatings, the maggot-infested food, the psychological torture. But, thankfully, when enough new “guests” had arrived at the camp to momentarily sate a seemingly endless hunger for doling out abuse, the guards and the once-powered prisoners eventually grew tired of using her as a punching bag and went hunting for fresher game. She knew that wouldn’t last forever, of course—even a grown child would go back and play with an old toy just for the sake of nostalgia—but she considered each day that they left her alone a blessing.

Now, one year later, she was twenty-six but looked forty-six, her smooth complexion and bright attitude replaced by callused skin and a bitter cynicism. There were streaks of gray in her blond hair, and her pale blue eyes always seemed to be bloodshot—brought on by a severe lack of sleep, no doubt. But that was to be expected in a place where death could come swiftly, silently, as a dagger in the belly, or a thin piece of wire pulled tightly across a frail windpipe if one slept too soundly.

Such was the glamorous life at Detainee Camp #1879.

Lying on her bunk in one of the “girls’ dormitories,” as they were known—as though anyone would mistake the drafty, wooden structures for some kind of college campus apartment complex—Carol tossed fitfully, unable to sleep. Her stomach ached fiercely, her bladder felt like it was going to explode, and she was starting to run a fever; more than likely, there had been some kind of bacteria in the water—possibly as part of a government experiment, if the rumors she heard whispered around the camp were true—and her body was demanding that she do something now to purge it from her system. Carol gritted her teeth and tried to ignore the pain coursing through her, but the fetal position into which she had drawn herself was as tight as it was ever going to be, and that had brought no relief.

There was no way around it: she had to go to the bathroom.

Slowly uncoiling her aching body, Carol slid out from under the coarse blanket that covered her bed and unsteadily rose to her feet. A wave of nausea threatened to overwhelm her—she could taste the bile burning its way up her throat—but she fought the sensation and ordered her body to move forward; it responded, to a small degree, and she quietly shuffled across the rough, wooden floor in threadbare slippers. She glanced around the darkened room, but none of the other female prisoners seemed to have heard her movements, nor did any of them appear to be exhibiting any signs of the illness that now forced her to walk doubled-over. Carol swore under her breath; she’d probably been used as an unwitting test case—again—for some new strain of virus with which the government was experimenting. That would make three in the last year for her alone. Not for the first time, she wondered if there were any real uses for the bugs, or whether her jailers were just trying to discover what it would take to finally kill her.

“Better men than you have tried, jerkface . . .” she muttered to an imaginary scientist, just before another river of bile tried to force itself through her lips.

Moving to the front door of the bunkhouse, Carol paused to look around. Prisoners were not allowed out of the dormitories after “lights-out,” no matter the reason. If she were caught by one of the guards now, an upset stomach would be the least of her worries. The burning lava flow that seemed to be rolling around in her gut, however, insisted that she had to take the chance. The women’s bathroom was only twenty yards away, so even with her shambling gait, she should be able to reach it in under a minute.

Carol scanned the area from the dorm to the bathroom once more to make certain that no one was around, then set off for her porcelain salvation.

Unfortunately, she neglected to check around the comer of the bunkhouse. . . .

“Get outta my way, Summers . . Wolverine growled. Teeth bared, he glared menacingly at Cyclops, who was standing between him and the camp.

“No, Logan,” Cyclops said. Arms folded across his chest, he stared down at the feral scrapper, never breaking eye contact. “When I said we weren’t going to just charge into a situation without a plan, I wasn’t just saying that because I like the sound of my own voice. It would be bad enough for the team if you tipped our hand too soon by rushing in there, but what do you think might happen to the people in that camp if you started a fight with the heavily-armed, guards who are protecting it? Do you really want to put that many lives at risk?”

Wolverine said nothing. His teammates watched silently, breaths held in anticipation, waiting for Logan to make the next move.

“All right,” he finally said. “Point taken.” He pointed a warning finger at Cyclops. “But quiet or loud, with or without yer permission, I am goin’ in there.”

“Agreed,” Cyclops said. “We all are—but working together, as a team. Understand?”

Wolverine grunted.

“So, what’s the plan?” Rogue asked.

“First, we need information,” Cyclops replied. He pointed to Nightcrawler and Wolverine. “Kurt, Logan—you’re our stealth experts. Get inside the camp, get a lay of the land, then come right back. Once we’ve got a handle on the situation, we can form a strategy.”

“I’ll maintain a telepathic link with the two of you,” Phoenix said. “If there’s any trouble, give a shout.”

Cyclops glanced at Wolverine. “Hopefully, that won’t be necessary.”

“Don’t worry, Scott,” Nightcrawler said cheerfully. “We’ll be as quiet as church mice.” He stepped beside Wolverine and placed his hands on the shorter man’s shoulders. “Ready, mein freund?”

“Do it,” Wolverine said gruffly.

And with a burst of brimstone-laced smoke and an implosion of air, they were gone.

“What now, Cyclops?” Gambit asked.

Cyclops glanced at the wry Cajun, and frowned. “Now, Gambit,” he said, “we wait...”

Seconds later, their fellow X-Men reappeared within the grounds of the camp, just beyond the chain link fence. Wolverine immediately dropped into a crouch—presenting the smallest target possible for any rifle scopes that might be trained their way—and surveyed the area. Nightcrawler, however, staggered back a few steps, into the shadows cast by one of the bunkhouses. Against the inky blackness, he was virtually invisible, but his labored breathing gave away his position.

“You all right, elf?” Wolverine muttered softly.

Nightcrawler nodded. “I’ll be fine. It’s just the strain of teleporting two bodies over such a great distance...” He glanced at Wolverine. “Have you put on weight?”

“Funny,” Wolverine said. “Real funny.” He pointed an accusatory finger at his teammate. “Little more time trainin’ in the Danger Room, little less time bein’ a couch potato watchin’ movies, bub.” He raised his head to sniff the air, then grunted in surprise.

“Something?” Nightcrawler asked.

“Familiar scent,” Wolverine replied. “Can’t get a good read on it yet—” he jerked a thumb over his shoulder, toward the center of the camp “—but it’s cornin’ from this way.”

“Then, let’s go see what it is,” Nightcrawler said.

Moving quietly, staying in the shadows, the two heroes began making their way through the camp.

Carol Danvers was just stepping from the lavatory, grateful for having regained the ability to stand erect again, when a callused hand clamped over her mouth; before she could pull away, a powerful arm wrapped around her waist, pinning her arms to her sides.

“Don’t make a sound, ” a coarse, male voice whispered into her ear. Carol recoiled from the stench of cheap alcohol that seemed to explode from his mouth. Twisting her head to one side, she caught a glimpse of dark-green material and shiny brass buttons.

It was one of the guards.

“You’re a pretty one,” the man continued. “A lot better lookin’ than some of the others they bring in here. Don’t know how I missed you before, but we can always make up for lost time ...”

Carol’s eyes widened in fear. As the guard started to pull her back into the lavatory, she twisted violently, trying to pull away, digging her heels into the muddy soil to slow their progress, but the burning fever and her roiling stomach had drained away most of her strength. In desperation, legs flailing wildly, she raised one foot, then drove her heel into the top of his booted foot, just below the ankle, with all her might. Thankfully, it had the desired effect: the guard yelped in pain and loosened his grip, enough for her to tear herself away from him. Carol spun around quickly and lashed out with her hands clasped together, throwing her strongest punch. She was lucky; the blow caught him across the nose—his low moaning caused by the injured foot leapt a few notches in volume to a high-pitched shrieking amid the sound of delicate bones breaking.

Carol turned and started to run, but the man was still quick enough to lash out with the injured foot, catching her just below the right knee with the steel toe of his boot. She cried out in agony and crashed to the ground.

The pain was blinding; multicolored spots of light danced before her eyes, making it difficult to focus on the guard as he hobbled toward her. Teeth bared, the lower half of his face smeared with blood and snot, he reached down and grabbed a handful of her hair and savagely yanked her to her knees.

“Forget about gettin’ to know each other better, baby,” he hissed. “I’m just gonna kill you.” His free hand dropped to the wide, brown utility belt around his waist. Moonlight glinted along the serrated edge of a foot-long knife as it was pulled from its leather sheath.

Carol closed her eyes. She knew that, even if one of the other guards, or even another prisoner, should happen to stumble upon this scene, no one would try to help her. That’s just how things were done here: every person for themselves. Trembling, she waited for the end.

But, surprisingly, the killing stroke never came.

And then a new sound reached her ears: a noise not unlike that caused by a sword being drawn from a scabbard—that sharp, clear snikt! of metal on metal.

The guard moaned, and warm blood spattered Carol’s face like a gentle rain. She started, not knowing what to make of this, yet afraid to look to find out. Curiosity, however, soon got the best of her; slowly, she opened her eyes.

Her attacker was still in front of her, but his head was now tilted back, as though he were looking at the night sky instead of his intended victim. He also seemed to standing off-balance, like he was about to collapse.

Carol didn’t know what to make of it.

But then she saw the reason for his unusual posture, and shivered, despite the warm temperature of this June night.

Three sharp, metal spikes were protruding from the guard’s chest, their pointed tips coated with blood. Not only had they skewered the man, but they also seemed to be the only things holding him up, for it was plain to see that the man was dead.

Suddenly, the spikes retracted—back through his chest—and the guard collapsed, face first, onto the muddy field. His eyes, eternally frozen in surprise, stared blankly at Carol.

“You okay, darlin’?” a gruff voice asked.

Carol’s gaze shifted from the corpse to another man, who had been standing behind the guard; his killer, obviously. He was short and hairy, and dressed in the kind of colorful costume she might have ordinarily expected to see in a circus. To her surprise, there was no trace of whatever weapon he had used to dispose of the human trash now lying beside her.

“Who—” she began to say.

“Mein Gott, Wolverine,” interjected a voice from the darkness. “Was killing that man really necessary?”

The man called “Wolverine” turned to someone she couldn’t see and frowned.

“Yeah,” he said simply.

His companion stepped from the shadows, then, and Carol had to fight the overwhelming urge to run and hide—he looked like some kind of blue-skinned demon!

“W-who are you people?” she whispered.

Wolverine turned to face her, and tilted his head in a quizzical fashion. “What’re you talkin’ about?” he asked.

Carol started; she hadn’t been expecting that kind of reaction. From his tone of voice, and the way he was staring at her in total confusion, it seemed evident that the man had expected her to recognize him. How that might be so, she hadn’t the faintest idea, but if she could just talk her way out of this situation .. .

She glanced toward the women’s barracks; its door was so tantalizingly close. If she somehow managed to get a good head start on running for it, and if her stomach would hold off from making any serious efforts to double her over with an unexpected wave of cramps as she made her escape, there was a chance these two lunatics would leave her alone once she got inside—a slim chance, granted, but one she was willing to accept. Slowly, she rose to her feet, trying to avoid making any sudden moves that might upset these newcomers—and considering the dangers she had often faced during her time in the camp, it wouldn’t come as any surprise to find herself going from a bad situation to an even worse one.

“What’s the matter, Ace?” Wolverine asked, flashing what appeared to be his idea of a friendly smile. “I ain’t been gone all that long fer ya t’go fergettin’ me.”

“I. .. wish I could help you,” Carol said slowly, doing her best to keep her rescuers calm. “It’s just that I don’t remember meeting any . . . umm. . . circus performers since I was a little girl.” She tried to smile politely—an ultimately futile effort, since it came out looking more like a sickly grimace—while keeping her hands away from her body to show she posed no threat. “Not that, you know, there’s anything wrong with being in the circus,” she added quickly.

“We mean you no harm, fraulein, ” the demon said.

“I’m sure you don’t,” Carol replied in a gentle, soothing tone of voice—the kind one would normally use when speaking to a child . . . or a dangerous criminal. “Look, it’s not that I’m ungrateful for what you’ve done for me—” she nodded toward the dead guard “—but it’s not gonna be too long before one of the other guards stumbles across him, and I really don’t want to be standing right next to a corpse when it hap—”

Wolverine took a step forward; Carol immediately moved backward. He looked surprised by her behavior.

“Carol, it’s me,” he said, hands held palms up to show he meant no harm.

“Me who?” Carol replied. “Look, friend, a lot of things have happened to me in my life—especially more than my fair share of bad stuff ever since the day I got thrown into this pit—but I don’t ever recall meeting you—” she pointed to his companion “—or your running buddy over there, either in this dump, or in the real world. Trust me— I’d remember.”

Wolverine and his blue-skinned companion looked at one another for a moment. The demon frowned.

“First, the school disappears,” he said. “Now, an old friend doesn’t recognize us . . .” His voice trailed off, and the two men stood silently, as though they were listening to a conversation that only they could hear.

Carol slowly began to step back, preparing to make a dash for the bunkhouse. If these two clowns could just stay zoned-out for a few more seconds...

“Ahh, this is nuts, ” Wolverine finally said. Carol froze as he pulled back his mask. “Look, Ace, it’s Logan. Yer old drinkin’ buddy? The guy who used t’work with you in Intelligence, back when I was workin’ outta Department H in Canada? The guy who’s saved yer bacon more’n once? Now do you remember me?”

Carol shook her head. “I’m sorry. I really am.”

His sidekick sighed. “Well, this is bad,” he commented.

Wolverine sniffed the air, his body suddenly tensing. He slipped his mask back on as he stared at the center of the camp. “It’s about t’get a whole flamin’ lot worse . . .”

Following the direction of Wolverine’s steely gaze, Carol looked over her shoulder, in time to see a pair of armed guards—one male, one female, both with rifles slung over their shoulders—turning the comer of the bunkhouse. The duo came to an abrupt halt, startled by the unexpected appearance of a prisoner breaking curfew, a blue-skinned demon, and a circus midget.

“DON’T MOVE!” the male guard ordered. The female guard quickly unslung her weapon, bringing it to bear on them.

Carol turned back to the costumed men, to see what they were going to do about this problem, and her jaw dropped in shock as she saw a half-dozen foot-long spikes come shooting out of the backs of Wolverine’s hands.

Now, at last, she knew how he’d killed the guard.

The realization that such weapons had to be sheathed within the skin of his bare arms, however, only made her stomach problems resurface.

In the woods on the far side of Graymalkin Drive, Phoenix turned to Cyclops, her face full of worry.

“Trouble,” she said simply.

“Pull them back,” Cyclops ordered. “Tell them to grab Carol and get out of there right now!”

Phoenix nodded, and her brow knitted as she telepathically conveyed the message. She knew, though, that it was too late for their teammates to escape without a fight.

* * *

“No!” Nightcrawler said. “No more killing, Wolverine!”

With that, he disappeared in a puff of smoke, to reappear an instant later beside the male guard, who looked more than a little surprised. A three-fingered, white-gloved fist lashed out, catching the man across the left temple. Knocked senseless, the guard stumbled back, into his partner. Out of reflex, the woman’s finger tightened on the trigger of her rifle; the gun barked three times, the shots ricocheting off the lavatory’s outer walls.

The reaction to the gunfire was immediate.

Around the camp, an ear-piercing alarm began to wail. Searchlights that had originally been sweeping the camp as part of their computerized programming now started swiveling in the direction of the altercation. Before Carol and the costumed men could seek cover, they found themselves awash in beams of the purest, whitest light.

“Oh, great, ” Carol muttered sarcastically. “That’s just. . . great. . .”

6

DAMN IT . .Cyclops murmured.

Pinching his lower lip between thumb and forefinger, he

_ watched as the camp came to life—dogs began barking, armored

soldiers poured from barracks, and every light in the compound snapped on, illuminating the camp with the intensity of daylight.

Once, Cyclops thought. Just once I’d like something to go without a hitch . . .

He turned to his team. “All right, people,” he said somberly. “It’s a little ahead of schedule, but we have a camp to liberate—the quicker, the better.”

Nightcrawler quickly knocked out the female guard before she could make any more trouble, and tossed her rifle onto the roof of the bunkhouse. Carol and Wolverine raced to join him.

“Nice work, elf,” Wolverine said sarcastically.

“Er . . . yes,” Nightcrawler conceded. “That could have gone better.”

“What now?” Carol asked.

“First order of business is t’get you outta here,” Wolverine replied. He pushed her into Nightcrawler’s arms.

“But, what about you?” Carol asked.

“I’ll wait for the next bus,” Logan said. He looked at Nightcrawler. “Go. ”

The blue-skinned X-Man nodded. “I’ll be right back.”

A burst of smoke, and he and Carol were gone.

“Take yer time, bub,” Wolverine muttered, as the sound of heavy boots striking the ground reached his ears. “I got other things t’occupy my time till ya get back ...”

Logan smiled grimly and raised his foot-long, adamantium-sheathed claws as a half-dozen armored soldiers came charging at him from across the main yard.

“Step right up, boys an’ girls!” Wolverine called out. “I got plenty o’ hurtin’ fer everybody!”

And with a roar like a wild beast, he ran to meet them.

Nightcrawler and Carol reappeared on the edge of Graymalkin Drive. Taking the point, Cyclops led the other X-Men across the road to meet them. The blue-skinned X-Man was bent forward, hands resting on his knees as he sucked in lungfuls of air. Standing beside him, Carol looked slightly confused—not just by the growing number of costumed characters suddenly appearing in her life, but by the fact that she was actually outside the camp.

“Wolverine . . .” Kurt gasped between breaths. “I had to . . .”

“I know,” Cyclops said, reaching his side.

“Give me another minute . . .’’ Kurt wheezed.

The night air suddenly filled with the sounds of gunfire bursts, the clash of metal on metal, and the pitiful screams of the dying and injured.

“We don’t have a minute,” Cyclops said. He turned to his teammates. “Rogue, Gambit—get in there. Take out the guard towers first—I want their high-ground advantages eliminated. Kill the spotlights and the radio transmitter, too.”

“What about Wolverine?” Gambit asked.

“Logan can take care of himself for the moment,” Cyclops replied. “Now, go!”

“You got it, Cyke!” Rogue said. Grabbing Gambit around the chest from behind, she shot into the air and zoomed toward the camp.

Cyclops turned back to Phoenix. “Jean, you’re with me.” He looked to Nightcrawler. “Kurt?”

“Ready to go, Scott,” the blue-skinned mutant replied. He was standing erect again, having finally caught his breath.

“Go back and give Logan a hand,” Cyclops ordered. “Try to keep him from getting out of control.”

Nightcrawler nodded. “Easier said than done, but I’ll do my best.” He teleported away.

Cyclops looked to Jean. “Let’s go.”

“Hey, what about me?” Carol asked.

Cyclops stared at her for a moment, as though he had just focused on the fact that she was standing there.

“You stay here,” he said, and gestured toward her emaciated frame. “You’re in no shape to help out.”

“The hell I am. You think that, just because I don’t have a flashy costume, I’m gonna miss out on the opportunity to pay those animals back for everything they’ve done to me?” Carol asked, cheeks glowing red with anger. “Not a chance, pal.”

Cyclops considered his possible choices—they weren’t many: he could have Qirol join them and help in some limited capacity in liberating the camp, and try to keep her out of harm’s way; or he could leave her behind, which more than likely meant that she’d go back to the camp on her own anyway and run the risk of getting killed.

“All right,” he said. “But stay close.”

Carol nodded in agreement. Cyclops looked to Phoenix, who flashed a brief, warm smile.

“‘Once more unto the breach, dear friends,’she murmured. “ ‘Once more • . .’ ”

And with that, the trio began heading toward the battlefield.

High above the camp, Rogue made a quick circuit of the facility, holding tightly to Gambit as she zigged and zagged through the air, evading the gunfire that was now being directed at them from the towers.

“You plan on doin’ something soon, Remy?” Rogue asked. “Or should I just throw you at them an’ see what happens?”

“Don’ you worry, chere, ” Gambit said casually. “I got de situation under control.”

Reaching into one of the voluminous pockets of his duster, Gambit pulled out a deck of ordinary playing cards and fanned it out as though he were about to perform a magic trick. Selecting two cards at random, he concentrated for a moment, and the pieces of wax-coated white paper suddenly turned a pinkish-red, glowing brighter with each passing moment as a haze of crackling energy formed around them. Gambit had just brought his unusual mutant ability into play: the power to charge any inanimate object with kinetic energy—in other words, he could turn just about anything into a bomb. Being a thief and gambler, he naturally opted to use playing cards as his means of delivering an explosive payload.

“De man wan’ de high ground taken away,” Gambit said, a sinister smile playing at his lips. “Den dat’s exactly what he gon’ get.” Ahd with that, he flung the cards at the nearest tower.

The results were staggering: as the cards struck the metal walkway, they exploded with all the force of a howitzer shell, disintegrating the tower and flinging its occupants high into the air. Small bits of twisted metal rained down on the camp.

“Nice goin’, sugah,” Rogue commented, watching the guards turn-ble to the ground. Though the impact produced some broken bones, and a lot of pain and suffering, she was still glad to see that none of them had been killed by either the explosion or the fall. “You ready for another one?” she asked her teammate.

“Let’s get to it, Rogue,” Gambit said. He fanned the cards out again. “I still got most’a a full deck.”

“That’s your opinion . . .” the Southern Belle said dryly.

Before Gambit could think of a witty comeback, she headed for their next target.

The first impression that Nightcrawler had upon his return to the camp was that he had just stepped into the middle of some updated version of a Conan the Barbarian movie.

Amid the sounds of adamantium claws clashing against—and then slicing through—rifle barrels and body armor, Wolverine was standing on a mound of bodies ten or twelve feet high, the upper half of his costume tom to shreds, exposing his hirsute—and blood-spattered— chest. He was bleeding from a dozen or more entry wounds—high caliber bullets, judging from the look of the holes in his body, as well as knife thrusts—but his mutant healing factor allowed him to continue fighting without missing a beat. His mask was gone, making it easy to see the wild, chilling look of bloodlust in his eyes. Lips pulled back in a feral snarl, he was more animal than man now—a shark revelling in the throes of a feeding frenzy. Below him, a quintet of guards, their rifles sliced in half by Logan’s far deadlier weapons, tried to get at him with bayonets, but the thin steel of the blades was no match against claws fashioned from the strongest metal on Earth—or their owner.

“Mein Gott, ” Nightcrawler whispered, eyes widened in shock. “All the blood ...”

From the corner of his eye, Logan spotted his teammate standing off to the side. “Jump right in, elf!” he called. “Wouldn’t want ya t’miss out on all the fun!”

And with that, he leapt off the pile of bodies, throwing himself at the guards, who now looked like they were more interested in running for their lives than defending their place of employment. Not they had a choice, though; Wolverine wasn’t about to let any of them escape.

That didn’t mean, however, that Nightcrawler was about to just stand there and watch as his fellow X-Man slaughtered five people, no matter how cruel their actions might have been in the past. Teleporting himself across the short distance, he caught Wolverine in mid-leap, then ’ported again, despite the strain it was putting on his body. They landed


in a heap five yards from Logan’s intended victims. The guards immediately lost no time in vacating the scene.

With a howl like that of a lost soul consigned to the pits, Wolverine leapt to his feet and prepared to go tearing after his quarry.

“Logan, stop!” Nightcrawler said, stepping into his pjith. He looked winded, but not enough that it would keep him from preventing another murder. “The killing must end. I know how you feel about all this, but you must find another way to handle the situation.”

“You don’t know how I feel, elf.” Wolverine retracted his claws— the metal-sheathed bones quickly sliding back into his arms—and pointed a gloved finger in Kurt’s face. “Why don’t ya wake up an’ take a look around you, bub?” he growled. “We ain’t mixin’ it up with the Acolytes or the flamin’ Brood. We’re bustin’ up a death camp, like the kind that used to exist back in the bad ol’ days o’ your country. Remember those? I bet you read all about ’em in school, right? Well, I was there, bub, an’ I’ve had my fill o’ malnourished bodies an’ mass graves. I’ll be damned if I’m lettin’ any o’ these monkey-suited sadists escape the punishment they got cornin’ to ’em.” He glared up at Nightcrawler. “You ain’t got the stones to do a job that needs doin’, then stay outta my way an’ go help the people that need helpin’.” He snarled. “An’ I don’t mean the flamin’ guards.”

Not bothering to wait for a response from his stunned teammate, Wolverine pushed past him and, extending his claws once more, went hunting for fresh game.

All hell was breaking loose.

Guard towers were exploding—courtesy of Gambit and his deck of kinetically-charged cards. Armored troops tore across the compound, some of the soldiers still struggling to put on boots or cram shoulder-length hair into battle helmets. In their pens, German shepherds were barking wildly, eager to attack the enemy, but in the confusion, no one had the sense to release them. Somewhere deep on the grounds, gunfire erupted, only to be silenced moments later.

And in the midst of all this chaos, the inmates began to stream from the bunkhouses; some joined the battle, attacking whatever guard was handy. Most, though, stampeded in the opposite direction, only to be brought to an abrupt halt by the high fencing designed to keep them in.

Scott, we’ve got to get the prisoners out! Jean’s thoughts were brimming with concern, yet she kept her emotions in check.

I’m on it, Cyclops replied. He turned to the chain link fence and the wave of humanity that was surging against it. If he didn’t act now, the people in front would be crushed against the links by those in the back who were too panicked to realize that they weren’t going anywhere.

“STAND BACK!” Cyclops shouted above the din. But either no one heard him, or they weren’t paying attention to his plea.

Raising his hands, he touched two small contacts on each side of his visor. Immediately, the ruby quartz lens rolled back, into the upper half of the metal shell, exposing his eyes—just for a second.

But it was time enough for two beams of bright red energy to lance forward from his pupils, to strike the ground in front of the fence with all the force of an exploding missile.

That got the inmates’ attention. They froze, clearly' uncertain of what to make of what had just transpired. As one, they stared, wideeyed, at the blue-and-gold-garbed X-Man standing before them.

“Move back from the fence!” Cyclops yelled. “I’ll have you out in a second!”

They did as they were told this time, and the mutant’s visor flashed again. Instantly, an entire section of the fencing came crashing down. Before the broken metal had even touched the ground, though, the prisoners began pouring through the hole, frantically climbing over one another in their haste to be free.

“Single file, people!” Carol barked. “Plenty of fresh air and freedom to go around!”

The joyous occasion, however, was soon disrupted by screams of terror from the back of the line. Using her amazing mental powers, Phoenix pushed off from the ground and gently floated into the night sky. Her eyes narrowed in anger as she spotted a dozen armored soldiers stomping across the yard, in the direction of the crush of prisoners. The air filled with the sound of laser weapons cycling to full power.

“This one’s mine, ” Phoenix said. Her bright green eyes flashed a deep crimson color and, with but a thought, she telekinetically grabbed hold of the collapsed fencing and flung it at the guards. In seconds, they were securely pinned to the ground, and no longer a threat.

Cyclops turned to Carol. “Help the other prisoners as they come through. Jean and I have to get inside.” Carol opened her mouth, probably to argue about being left behind, but Scott gently placed a hand on her shoulder before she could say anything. “Please,” he said.

Carol seemed to consider this for a moment, then nodded.

Cyclops smiled briefly. “Thank you.” He glanced at Jean, who was still floating above them. Her eyes flashed again, and he rose up to join her. Together, they flew over the inmates and into the camp, as Carol struggled to create some sense of order in the midst of hysteria.

* * *

Now, I get to have some fun, Rogue thought, a malicious smile spreading across her face.

Having completed her bombing run with Gambit, she had dropped the wily Cajun onto the roof of one of the barracks to help out Wolverine—and Nightcrawler, who was probably back in the thick of things—and then had taken to the air again. Below her, the camp was in chaos as fires burned, shots rang out, and the prisoners turned against their captors, attacking them with whatever weapons they could find— table legs, metal folding chairs, their bare hands.

And speaking of captors .. .

From what appeared to be the commandant’s office, a group of armed men and women came running out, followed by someone who was more than likely the man in charge. Considering the conditions of the camp and its prisoners, Rogue had expected someone who looked like the devil himself to be in charge—dark and sinister-looking, powerfully-built, with neatly coiffed hair and a pointed goatee, his uniform crackling with each confident step that he took. What she saw instead was a man with all the physique of a scarecrow, possessing bulging eyes, unkempt, thinning hair combed across a sunburned scalp, and a uniform that was badly in need of pressing.

Guess there must’ve been some pretty slim pickin’s down at the employment agency . . . Rogue thought.

Forming a double-line across the main yard, the guards raised their rifles and pistols and took aim on the inmates, clearly intent on using deadly force to stop the riot.

Not if I can help it, Rogue thought grimly. With a burst of speed, she bore down on the firing squad.

“FIRE!” yelled the commandant.

Twenty-five fingers squeezed back on twenty-five triggers to begin the massacre—

—only to close on empty air.

Nonplussed, both guards and commanding officer stared at their hands, obviously wondering what had become of the weapons they had just been holding.

“Y’all lookin’ for these?” Rogue asked. She serenely floated twenty feet above them, a Chesire Cat-like grin lighting her attractive features. As they watched in astonishment, the skunk-haired mutant crumpled the guns into a ball with her gloved hands, and then, like a major league pitcher delivering a fastball to home plate, wound up and threw the oversized paperweight into the middle of nearby Breakstone Lake.

“Lemme ask y’all somethin’,” Rogue asked, standing in midair with her hands on her hips. “Without those peashooters, how y’all think you’d do in a fair fight?”

“Against a freak like you, who can do something like what we just saw?” the commandant replied with a sneer. “How is that a fair fight?”

Rogue wagged a disapproving finger at the annoying little man. “Now, there’s no need for name-callin’, sugah. Y’all don’t see me climbin’ up on my high horse an’ callin’ you a wall-eyed, turd-sniffin’ polecat with delusions of bein’ a man, do ya? ’Course not.” Her grin widened. “’Sides, I wasn’t talkin’ about me.” She pointed over her shoulder. “I was talkin’ about them. ”

The commandant and his men looked past her to see the very prisoners they had been targeting now rushing toward them. Before the little man could bark an order, the inmates were upon them, knocking them to the ground and giving them a not-so-healthy dose of their own brutal medicine.

Rogue chuckled as she saw the commandant scramble to his feet and run screaming, a group of inmates hot on his tail.

“I love this job . .she said with a sigh.

Her work, however, was far from complete.

A flash of moonlight on green metal off to one side caught her attention, just before a powerful laser beam struck her below the collarbone, knocking her out of the sky. Semi-conscious, Rogue soared across the yard and slammed hard into a black-painted truck parked near the main entrance, crashing through its roof with her indestructible body and collapsing in a heap on the cold, metal flooring of its container. Dazed but unhurt, she groaned and slowly sat up, in time to see a quartet of airborne soldiers in what seemed to be modified Guardsman armor—at least that’s what it looked like, based on the pictures she’d once seen on the Xavier Institute’s computer files . .. when the institute had been on these grounds, that is—hovering a few yards away.

“Blast that freak!” one of the soldiers yelled. As one, the Guardsmen raised their hands, palms held forward. Rogue saw flashes of light erupt from the center of each hand as the laser generators built into the armor released their deadly energies.

And then the truck exploded around her.

Nightcrawler had lost sight of Wolverine in the middle of the fray.

The last glimpse he’d had of the hotheaded Canadian came just before a green-armored soldier had swooped down from out of the night sky to backhand Kurt into the side of a bunkhouse. An exploding playing card that connected with the soldier’s boot-jets—courtesy of Gambit—had shorted out the man’s flight systems and sent him wildly careening over the fence and into the lake. Then, side by side, the blueskinned teleporter and the dark-haired thief had joined forces with the hordes of angry prisoners to finally turn the tide of battle against the seemingly endless swarms of armed guards who opposed them.

Now, the ground suddenly trembled as a new explosion rocked the camp. Flames and thick, black smoke shot up from a transport truck standing near the camp entrance. Gambit frantically looked up into the night sky, then gazed at the burning vehicle and the armored figures swarming around it.

“Rogue?!” he yelled.

“She’ll be fine, mein fruend,” Nightcrawler assured him. “Rogue is quite resilient, you know. It will take more than an explosion to knock her out of the game. For the moment, however, we must concentrate on the matter at hand.”

“I guess ...” Remy said, though it was clear from his tone that he was distracted by his concern for his beautiful teammate. That didn’t mean he wasn’t still capable of fighting, though. Pulling three cards from his ever-present deck, he tossed them at a trio of guards clad in body armor; the cards detonated on impact with the steel plating, the force of the released charges throwing the now-unconscious men across the yard.

Gaining a small respite, Gambit stole a quick glance at the burning vehicle.

“Come on, chere,” he whispered. “Don’ let ol’ Gambit down now . .

At the main entrance, the Guardsmen touched down on the muddy field, forming a rough semicircle around the truck; the smoke was thickening, fueled by the melting rubber tires, making it difficult to see the wreckage. One of the armored figures turned to the others.

“Okay, that’s one down,” she said. “Fan out and eliminate the rest of her bud—”

Her order was cut short, however, by the scream of metal scraping against metal.

As the Guardsmen watched, the pile of debris shifted, then fell to one side, and Rogue staggered out. Her hair was in complete disarray, her costume was in tatters, her ears were ringing like school bells from the explosion, and she was covered from head to toe with oily smut, but she was very much alive.

And very, very angry.

“Now,” she said, glaring at her attackers, “it’s my turn.”

* * *

Creeping around the comer of a bunkhouse on the far end of the camp, the commandant pressed up against the rotted, wooden slats of the wall and tried to become as one with the shadows. He’d managed to evade the prisoners who had bolted after him, though it had taken a masterful series of twists and turns to finally put some distance between himself and his pursuers. The window-shattering explosion from the front of the compound had also helped to buy him time enough to hide. For the moment, he was safe.

That moment, unfortunately, ended all too soon—-shattered by the vise-like grip of the hand that now closed around his throat from behind.

“If I ain’t mistaken, based on how popular you are with the inmates,” Wolverine growled, “then you must be the piece o’ trash runnin’ this hellhole. Am I right?”

The commandant opened his mouth to cry out for help, but Logan’s grip viciously tightened, thumb and forefinger pressing down on the man’s Adam’s apple. A low gurgling sound issued from between the commandant’s lips, and he began turning an unhealthy shade of blue.

“The last thing you wanna do is get me really honked off by makin’ any trouble, bub,” the feral X-Man warned. “The only reason you’re still breathin’ is ’cause you still got a use or two. But you try anything guaranteed t’raise my blood pressure even a little, an’ you’ll be wishin’ I’d let yer ‘guests’ work ya over instead. You understand?”

Though his eyes were starting to glaze over, the commandant frantically nodded his head.

“Good.”

Wolverine released his grip, and the commandant fell to the ground. The little man alternately coughed and gasped for air as a copious amount of drool poured from his mouth. When his breathing seemed to have stabilized, and his skin tone had returned to a more natural color, Logan grabbed him by the collar of his uniform and hauled him to his feet. Eyes wide with fear, chin slick with lines of spittle, the commandant stared, open-mouthed, at the X-Man, clearly afraid of what might happen next.

“Here’s the deal,” Wolverine said. “You’re gonna order yer men to stop fightin’ an’ lay down their weapons. If they don’t, I’ll kill ya.” “A-all r-right,” the commandant stammered.

“Then yer gonna free the rest o’ the prisoners. I know you mighta gotten confused an’ all, with everybody runnin’ around like chickens in a barnyard, but I’m sure you got some folks locked up in solitary, or a punishment box, or whatever you sick freaks use to break a man or woman down. If ya don’t set ’em loose, I’ll kill ya.”

“Y-yes. Im-immediately.”

“Then, you’re gonna bum this place t’the ground.”

The commandant’s eyes widened even further. “B-burn the camp—?”

“Shut up,” Wolverine snapped. “Yeah—bum this whole stinkin’ hellhole. Don’t leave a beam standin’. Burn the armor an’ the uniforms, too. If I see one trace o’ those goosesteppin’ monkey-suits after tonight—”

“You’ll k-kill me.”

Wolverine nodded. “Smart boy. Now, get t’work.”

And with that, he shoved the commandant forward, directing him back to the center of the camp.

Phoenix and Cyclops touched down in the main yard just in time to avoid a collision with a Guardsman who was not flying under his own power. His armor riddled with fist-shaped dents, flight systems rendered inoperative, he soared across the camp and crashed head first into what was once a mess hall. The structure collapsed on top of him.

“That would be Rogue’s doing . . .” Phoenix said, watching as the mess hall roof buckled, seemed to hang in the air for a moment, then dropped onto the rest of the wreckage.

“That would be my guess, too,” Cyclops replied.

They turned to look in the direction from which the soldier had been sent flying. Looking worse than she probably felt, Rogue was happily cracking Guardsman armor like lobster tails, then reaching in to scoop out their contents; men and women clad only in camouflage-hued skivvies were roughly yanked from their protective shells and deposited on the ground, deprived of their weapons and their dignity.

“The situation seems to be under control,” Cyclops mused aloud.

Phoenix didn’t respond, pausing instead to lightly touch the tips of her fingers to her temples. “Kurt and Remy could use a hand, though,” she said, having picked up their mental call for assistance.

“Let’s not keep them waiting, then,” Cyclops said.

“You’d think with all that’s going on, these verdammt guards would have surrendered by now,” Nightcrawler commented between gritted teeth.

The strain of fighting without pause was beginning to tell on both X-Men, as well as the prisoners standing beside them. Kurt had pushed himself to the limits of his powers, ’porting to and fro around the compound, throwing a punch to the jaw here, a kick to the groin there, but finally he had to give it up; his body felt like it would tear itself apart if he tried one more spatial jump. Gambit had ran out of playing cards a while ago, and had to settle for basic fighting skills until he could get his hands on something that he could use as a weapon.

Unfortunately, there seemed to be no end to the guards. Apparently having conceded the loss of the camp, they had put all their effort into taking their frustrations out on whomever had been left behind during the mad dash for freedom, thus forcing the remaining prisoners back toward the chain link fence enclosing the eastern side of the camp, near the lake. Luckily, though, either the guards were out of bullets, or they’d crazily decided to settle the matter with knives and bare hands; either way, it would account for why no one had started firing into the crowd.

A mixed blessing, to be sure.

“Don’ you worry none, Kurt,” Gambit said, cheerfully breaking the nose of a guard who had gotten within striking distance. “You heard Jeannie—de cavalry’s on its way.”

“I do not hear anyone blowing a ‘charge’ on a bugle,” Nightcrawler said sarcastically.

That’s because my parents paid for piano lessons, friend. I could knock out a quick “Mapleleaf Rag ” for you later, if you ’d like.

Kurt broke into a huge grin as he spotted the redhead. Jean! he replied telepathically. Nice of you and Scott to join us! Cutting it a little close, wouldn’t you say?

I thought you liked it that way, Nightcrawler. It was Cyclops; Phoenix had linked their minds for easier communication. A last-minute save is more in line with those movie serials you like to watch on Saturday mornings, isn’t it?

Not when it comes to real life, Nightcrawler replied. I prefer to restrict my clijfhangers to the small screen. He gestured toward the guards, who were pressing their attack. Would the two of you mind. . . ?

Just like a man, Phoenix replied. Always expecting a woman to clean up his mess.

Green eyes flashed, and the guards in the back of the horde suddenly found themselves airborne, bound for Breakstone Lake. Their indignant cries of protest were soon drowned out by the loud splash they made when they hit the water.

If that’s how you feel about things, Cyclops pondered, I’ll start picking up my socks when we get back home. He glanced around quickly, and frowned. After we ’ve managed to restore our home, that is.

Raising the lens of his visor, Cyclops fired a series of short, powerful bursts of energy that scattered the guards like tenpins, tossing them high into the air so that Phoenix could telekinetically grab them on the fly and send them to join their compatriots in the chilly waters. Soon enough, they had cleared a path all the way up to the beleaguered Nightcrawler and Gambit.

“You two all right?” Cyclops asked.

“Better, now dat we seen a friendly face,” Gambit replied, smiling as he looked at Phoenix.

“Hey, that’s my wife, mister,” Cyclops said. Though he didn’t smile, the trace of humor in his voice was quite apparent.

Gambit shrugged. “I’ll keep dat in mind.”

Around the X-Men, the few guards who hadn’t been sent to the showers moaned as they lay on the ground, some dazed, most semiconscious. Arms folded across her chest, Phoenix gazed down at them.

“If any of you are planning to get up to try this again,” she said coolly, “don’t. ”

Wisely, they heeded her advice.

“Looks like I missed out on last call,” said a gruff voice from nearby. The X-Men turned in its direction.

Still pushing the commandant ahead of him, Wolverine entered the main yard. “I didn’t even get to throw any o’ the bums out,” he said, glancing toward the lake.

Phoenix gazed at the scrappy X-Man’s blood-streaked and tattered appearance and frowned. “It looks like you’ve done more than enough for one night, friend.”

Logan smiled grimly. “Ya should see the other guys.”

Phoenix grimaced. “Thanks, but I’ll pass. I’ve already had my fair share of seeing the kind of stuff that runs around inside your head.” “Who’s yo’ friend, Wolverine?” Gambit asked.

Logan gave the commandant another shove. “This is the turd responsible fer runnin’ this dump. We were just havin’ a little heart-to-heart about some changes he’s gonna be makin’ around here.” He glanced at the commandant. “Ain’t that right?”

The commandant’s nervous head-shaking seemed to be about the only answer he was capable of giving at the moment.

Logan gazed at Nightcrawler. “See, elf? I can be a reasonable guy ... when I wanna be.”

“For which I am always most grateful, Wolverine,” Kurt replied, though his dark expression made it perfectly clear that he had not forgotten Logan’s earlier actions—or his words.

“Could y’all gimme a hand here?” Rogue asked, as she walked over to join the group. “I’m feelin’ a little .. . well. ..” She gestured toward the remains of her costume; most of it hung in tatters, though some parts, like her gloves and leather jacket, had survived more or less intact.

Not exactly a scandalous appearance, given the costumes worn by some of her female peers in the superhuman community, but the fact that any of her skin had become exposed to the night air seemed to make her incredibly nervous as she approached the X-Men and their charges.

With Rogue, however, her concern didn’t stem from any overwhelming sense of modesty—she’d worn bathing suits that involved far less material than she was wearing at the moment; no, her concern was for the other people around her—and herself. As strong as she was, as invulnerable as her body might be, Rogue’s powers had one disturbing drawback: if her bare skin touched the flesh of any man, woman, or child, she automatically absorbed their thoughts, their memories, even their skills, whether they be as simple as bricklaying or as complicated as a mountain-leveling superpower. The absorption was an unconscious action over which she had absolutely no control, and one that had first manifested itself during her teenage years, while she was kissing a boy.

He was plunged into a coma as a result. The response to the accident had been immediate: Rogue was banished from her community, scorned by even the people who had been her closest friends.

The activation of her powers during such an innocent moment— and the unrelenting feeling of shame that resulted from it—left deep emotional scars on the young woman.

Not surprisingly, it had been a long time since Rogue had a real boyfriend.

She had tried various methods to counteract the unwanted power since that traumatic experience, but the only thing that seemed to negate the process was, simply and amazingly enough, clothing. Thus, always fearful that she might wind up harming someone with the slightest touch—tapping a shoulder, brushing against a bare arm on a busy street—Rogue tended to wrap herself in outfits that did wonders for complimenting her figure, yet nonetheless kept her leech-like abilities from inadvertently coming into play at inopportune moments.

Now, exposed as she was, and as nervous as she seemed—based on the small, furtive glances that she stole at the prisoners who stared at her from behind the other X-Men—it was painfully apparent that Rogue was afraid of the nightmarish memories she might have to “relive” if she came into contact with any of the poor unfortunates they had just rescued.

“Here y’go, chere," Gambit said, stepping forward and removing his duster. He draped it over Rogue’s shoulders. “Wouldn’t want ya t’catch yo’ death.”

“Thanks, Remy,” Rogue said, gratefully pulling the warm leather around her body.

Cyclops gazed around the smoldering camp and saw the fright that was evident in the eyes of the former prisoners; they didn’t seem to know what to expect from these costumed men and women standing before them.

“Thank you,” Cyclops said softly. “For all your help.”

Some of the prisoners murmured responses, but most of them just stood quietly.

Scott.. . Jean’s thoughts “sounded” clearly in his mind. I ran a quick scan of these people, just to see if anyone knew why the school wasn’t here. He glanced at her with concern, and she shook her head slightly. I’m fine. Jean flashed a brief smile. Don’t worryI’m not going to get caught flatfooted by another psi-wave. But we do need information, and what I found so unusual, though, is that it seems none of them recognize us.

Cyclops turned to face his wife; behind his visor, an eyebrow rose in a quizzical fashion. How could that be possible? I know we’ve always tried to keep a low profile, but considering some of the situations we’ve been involved in, and the way most people react to us just on principle, I’d think at least a few of the prisoners might have started backing away from us “muties. ”

I thought so, too, Jean responded, but that might explain why Carol didn ’t recognize us, either, despite her history with Logan. She gestured toward the prisoners. All I get from their thoughts are confusion and worry and an intense fear that the rescue might be some kind of trick to get their hopes up about finally escaping, and that any second now they ’11 be forced into trucks and transported to another camp.

Another? Nightcrawler’s thoughts interjected. Mein Gott, how many of these godforsaken things are there? And who’s responsible for them?

Phoenix stared at each of her teammates, her features darkening with anger as she provided them with an answer:

“Doctor Doom,” she said aloud.

Wolverine growled softly—a sound which automatically sent a new wave of panic coursing through the commandant. A small puddle formed around his feet.

“All right, we need answers,” said Cyclops. He pointed at the commandant. “And you’re going to provide them.”