X-MEN ETERNITY

X-Factor #2: "Twist and Turn"

Rated PG-13 for violence and language

by R. John Burke

X-Men Eternity Message Board: http://solofan.proboards76.com/index.cgi

DISCLAIMER: The X-Men are a copyright of Marvel Comics. I don't own them, but this is only non-profit fan fiction. No money is involved and no infringement is intended.

This is also partly a work of historical fiction; all characters are either fictitious or used fictitiously, and no infringement or insult is intended.

AUTHOR'S NOTE: X-Men Eternity started (in Uncanny #1: The Shattering) with the events at the end of "House of M" and went in a different direction. Nothing that happened after that is cannon for our purposes, and in fact a few things have changed; the team is spread through time and space, and some characters who were dead, um, aren't. "X-Factor: Eternity" deals with the part of the team that has become trapped in an alternate 19^th Century America.

***************************************************************

Paige Guthrie reached for the highest shelf, cursed to herself, and reached again. The bottle on top remained just beyond her reach.

*Argh, you'd think I could husk into something with springs on its butt,* she thought, and tried one more time, jumping to tip the bottle with her fingertips. It started to fall...

>>Got 'er<<, said Jonothon Starsmore-- Chamber-- snaring the bottle just before it hit the ground. >>Still stubborn, eh, Sunshine? Next time, yer could ask for help...<<

“Aw,” Paige snatched the bottle away. “You're like two inches taller than me, big shot. Mighta known it'd be the two I needed.”

>>Sorry, luv. Next time, I'll arrange ter be shorter...<<

“Obliged,” Paige said, and looked around at the dingy backroom of the New Orleans saloon they'd named The Danger Room. “How'd Remy fix us up with this place, anyhow?”

>>Two things in this word I never question, luv: Good music and men like Gambit.<<

Paige laughed. “*Are* there any other men like Gambit?”

>>We can hope not.<<

She laughed again-- it turned into a yelp of surprise as the ancient, rotten shelf she'd been tampering with collapsed around her head. Paige jumped-- right into Jono's arm's.

He couldn't smile, his mouth had been destroyed by his own psionic power long ago, and where it would have been was covered, as ever. But there was a particular gleam in his eye when he said: >>Careful there, Sunshine. You'll give a bloke th' wrong idea.<<

“You forget I'm spoken for, Mr. Starsmore.” Paige couldn't seem to decide whether she was embarrassed or joking.

>>I could never forget that, luv."

But it took him an extra half-second to disengage.

Richmond, Virginia
Late Summer, 1861
Alternate Reality #915

--They look well together, don't they?-- said a voice from the shadows, reflecting the scene back to Warren Worthington III in its own, shadowy image. --Even as they bicker.--

Warren shrugged. “What am I supposed to say? Do you expect me to be jealous? Paige picked me.”

--Yes, the ever-dashing Angel. What woman could resist your playboy good looks? Or what little girl?--

“Paige *is* a woman,” he said.

--Ah, yes, 'she's legal'... the rallying cry of dirty old men everywhere.--

Warren turned on the thing... or tried to. It had a knack of not being where it really was. “I thought you had something to tell me about Apocalypse?”

--In time, Warren Worthington. This is my dance, and I will call the tune.-- The image of Paige and Jono reappeared, arguing now over some minor detail. Arguing-- but there was a fire there, one very familiar to Warren...

--What was it the nurse said? 'Nothing's more important than having lips to kiss?' Did you really believe that? What if those lips are a thousand miles away? What if the money that made you her Prince Charming is deposited in a bank that hasn't been founded yet?--

“You're wasting my time,” Warren hissed. “Talk to me, or don't.”

--And that is why you will fall, Warren Worthington. You desperately desire to -know.- Your only hope of keeping sane is to tune me out... but if you do that, you might miss something of value about En Sabah Nur. So you will listen, and hear the truth, and the truth will set me free.--

“You?”

He got the impression of rippling laughter, but the shadow returned to its theme: --They are the same age, share a common history, an obvious attraction. What do you share? Her body? Do you really think you offer her anything she can't get elsewhere? Do you think she hasn't already?--

Angel swore and lunged for the thing. It evaporated beneath his fingertips and reappeared behind him.

--Poor thing,-- it taunted. --Did I call your sweetheart names? Clearly, I deserve to die.--

“You said it, not me.” Warren took a deep breath. “Besides, aren't you dead already? Aren't you some kind of... phantom?”

--I am thy father's spirit, doomed for a certain time to walk the night...-- The thing quoted from “Hamlet.” --Well, not really. But an appropriate choice, for you, given your family history. And you're quite the muddled prince yourself. Tell me, Warren Worthington, have you ever done -anything- worthwhile?--

“Maybe you missed the fourteen million dollars I spent funding various charities last year.”

--That's your money. What about -you?- What is there of -you,- Worthington, beyond the flash? Hanging around the X-Men all these years, flapping your wings... You can't protect her.--

“And you can?” Warren asked.

--Perhaps. Given the right incentive.--

“What is it you want?”

The shadow seemed to smile. --Oh, nothing very much, Warren Worthington, nothing at all. In fact, it's something you may very well enjoy. I will show you how to defeat Apocalypse and save this world for yourself and for your prospective child bride. All you have to do... is kill one of your friends for me.--

Warren laughed. “You're out of your mind!”

--Well,-- it said upon consideration, --it doesn't have to be a -good- friend...--

****

Cecilia Reyes was about at the end of her rope. During her brief time with the X-Men, she'd often thought there could be nothing worse than having the bad guys hate and try to kill you on a regular basis. Now, as a black Puerto Rican stuck in Virginia of the 1860's... or a version thereof... she could see it was far worse having the bad guys condescend to you while thinking they were the good guys.

Part of her tried to make excuses for them... it was their society, they were too young a culture to know any better, they were just parroting what they'd been taught. Those excuses worked for her for about a tenth of a second. Thereafter, she started wanting to slap people. The next stuck-up aristocrat who looked through her like she was part of the furniture might just be the lucky customer.

Meanwhile, she was busy keeping up three jobs-- first, she was tutoring Warren Worthington so that he could keep up his cover story as a wealthy doctor from southern Maryland, who had defected to the next state South when his home state stayed with the Union. The border states' sympathies had been sufficiently split during the American Civil War to pull that off, especially with Remy's rather cryptic activities out West providing a steady stream of income. Money had a way of discouraging questions.

Cecilia's second duty involved doing the actual doctoring for the fugitive slaves they'd been funneling back to New Orleans, then to Canada or the Caribbean courtesy of X-power. Finally, under the guise of her own cover, that of caretaker for Warren's “daughter”-- actually Sophie Cuckoo, recently resurrected leader of the Five-in-One group mind that connected them to their own time and timeline-- Cecilia was the logical choice to keep the girl safe and occasionally pump her for information on the shadowy “Slayer” she claimed was ultimately responsible for this time-hopping mess. (* for more details thereof, see X-Factor #1) This latter occupation could sometimes be as vexing as the first two combined. Now, for instance.

“I don't know,” Sophie said, looking somewhat dubiously out of a sea of white ruffles. “Miss Frost never would have worn anything like this.”

“Well, sweetie, that's because Miss Frost is what we call a... never mind what we call her. But if you put together every scrap of cloth she's ever worn in her *life*, you couldn't make that dress.” Cecilia frowned down at her own, rather shabby ensemble. “Just wear it. Stupid clothes are part of this caper...”

“What are the odds we'll go home before I have to make my society debut?"

Cecilia frowned at her. "Why don't you tell me?"

"It's not that simple!" Sophie said. "I told you, I don't remember all those things I said when I woke up. I believe I said it-- I can *feel* that it's right-- but I don't know why. The Five-in-One is still changing, Dr. Reyes. My sisters' minds are always open to me. The rest... comes and goes."

"Great," said Cecilia. "This is why I'm a doctor, not a mind-reader. Be awfully messy if my memories of med school 'went' with a patient on the table."

"Telepathy's not like that. Miss Frost used to tell us it's an art, not a science."

"What it is, is a pain in the..."

A knock at the door. "Ladies... we're running late."

Cecilia caught her tongue and looked up, but it was just Warren, looking very dashing in an old-fashioned suit-- but haggard somehow, too. He seemed... off, reaching for but not quite achieving his usual charm. She stared at him, long and hard.

"You getting enough sleep?"

Warren frowned. "I'd been hoping for something more like Scarlett would have said to Rhett, but I guess 'Are you getting enough sleep?' will have to do..."

"Sue me, I'm an MD. You have dark circles under your eyes. You coming down with something?"

"I have a healing factor," he said.

"And a smart mouth. Warren, seriously... if you're not at the top of your game, now's the time to tell us."

"I'm fine." He squared his shoulders and offered Sophie his arm. "Shall we go, daughter of mine?"

The girl frowned. "Esme says not to call me that unless you're prepared to pay child support on the entire Five-in-One."

"Funny, I was just thinking you're very much like the daughter I pictured, except for the glowing eyes and the psychotic back-from-the-dead twin sister. No talking to her until you're older. Like thirty-five." Warren paused at the door, winked at Cecilia. "Team's waiting around back. You know what to do."

"Can't wait," Cecilia sighed. When they'd gone, she muttered to herself: "Don't care what anybody says, there's something wrong with that man... beyond the obvious, psychological part, I mean..."

Enough snark. Work to do. Cecilia lit a candle-- she so desperately missed electric lighting, though not quite as much as she missed indoor plumbing-- and picked her way down the stairs of the old house they were renting on the outskirts of the city. Arriving at the back door, she peeked out, saw nothing, and stepped carefully into a sticky Virginia night, heart hammering...

"Boo, chere."

"Son of a...!" Cecilia nearly dropped her candle. She did spin in midair and almost belted the man who'd spoken. "Remy, you idiot!"

"Likewise enchanted, Dr. Reyes." Remy LeBeau's red eyes seemed to glimmer in the dark. "Greet you from de great city of N'Awlins..."

"Yeah, whatever. The others with you?"

"Right here, sugar," said the woman named Rogue, who was behind Remy, leaning casually against the wall of the house. Next to her was Sam Guthrie-- Cannonball-- and a rather disheveled man in a gray uniform jacket. It was difficult to be sure in the scarce light, but Cecilia thought his complexion looked rather green.

"Head between your legs, son. Breathe deep."

The man frowned at her, eyebrows raised. "You are... *Doctor* Reyes?"

He said that in the same tone he might have asked if she was Santa Claus. Cecilia smirked. "In the flesh. Admittedly, it's probably not the shade of flesh you're used to..."

He cleared his throat. "You're just, uh... well, hearing of such things is one thing, but to see... and a woman, too... I mean... are all such people... in the future... like you?"

"Are you asking if they're doctors, reluctant heroes, or just stunningly beautiful?"

The fellow had the good sense to blush, at least. "Forgive me, ma'am. I suppose it was... a foolish question."

"You think?"

"But she *is* tres belle, non?" Remy asked, being Remy.

"In my defense," the other man said, "I've just been carried one thousand miles through the air inside a... what did you call it?"

Sam Guthrie grimaced. "Invulnerable blast field. An' you're payin' to have my uniform cleaned."

The man looked even greener. "Er... yes. So you see, ma'am, I am not at my best. Captain Richard Everett."

"Right. You're the client. Welcome to X-Factor. Hope you survive the experience." (* Everett hired the team in XF #1) Putting the out-of-sorts soldier from her mind for a moment, Cecilia turned to Rogue. "Warren and Sophie are getting into position as we speak. We're just waiting for the go-ahead."

"Sounds good," said Rogue. She sighed, fanning herself. "Lucky Angel. Warm Southern night, big to-do in town, real old-fashioned gentility, you know? Sounds like a little bit o' Heaven."

"The appeal's lost on me," said Cecilia.

"Ladies," said Gambit. "Suggest we get to business. Big night awaits."

"About that, Mr. LeBeau," Everett asked, "you still have not told me precisely *what* you plan to do here."

"Well, mon ami, reckon it like dis." As he spoke, Remy picked a small piece of wood off the ground and charged it until it glowed bright as a torch. "When we do what we do... you won' have to ask what it was."

****

"I tell you, sir, the Confederate soldier is worth ten times his weight in Yankees! It is only our generals who have failed us! General Jackson's imbecility was entirely to blame for the debacle at Manassas. (* XF #1) The man claimed an avenging angel fought for the Yankees! Have you ever heard such rubbish?"

Warren Worthington coughed into his fist. "Ridiculous..."

The man who'd cornered him at the party continued: "And now look at the mess old Granny Lee's making in western Virginia! Why, when incompetents like these are pitted against Union military men like McDowell and McClellan, is it any wonder our brave boys have endured setbacks? Once the dead wood is cleaned out, we shall trounce them yet!"

"Good luck with that," Warren said, looking around for an escape...

He found it when the hostess, a comely Virginia matron who combined Southern belle mannerisms with the timeless kind of bored-aristocrat attitude Warren knew well, interjected herself into the conversation:

"Now, Colonel, you mustn't monopolize Dr. Worthington all the night. He is our guest of honor, after all. Come with me, Doctor, if you will. My husband has talked of nothing else but meeting you since you arrived in Richmond..."

If Angels had a spider-sense, Warren's would have been going off as she led him into the middle of the floor. He'd prepared for this meeting-- had rehearsed it over and over. But that was one thing. Actually meeting Nathaniel Essex, the man whose counterpart in Warren's future timeline was destined to become known as Sinister, and having to converse with the fellow as though they weren't deadly enemies... that was something else.

There he was, tall and dark, owning the room and everyone around him. He didn't have the genetic enhancements or air of brooding evil yet, but if you squinted, it was possible to see him leaning that way...

His handshake was firm but peremptory. "Dr. Worthington, sir. You can't know what a pleasure this is for me."

"Likewise. Thank you for the party."

"Think nothing of it," said the woman. "We must help you settle in. Virginia needs more educated men. Why, just the other day I was saying to Mrs. Brown..."

"Rebecca," said Essex quietly, "will you see to our other guests, please?"

"Oh." Her face fell. "Yes, of course..."

She moved away, through the crowd. Warren stepped a little closer to Essex, still trying to size him up.

"I know your story, Worthington," he said, and the Angel's blood froze. But Essex said only: "Of course, it must have been difficult being chased out of old Maryland like that by the Yankee hordes..."

"Well," Warren said, mustering a smile, "as long as I have my work..."

"Yes, your work. That's why I wanted to speak to you. You are a medical doctor, yes?"

"That's what it says on my diploma. At least, I think so; it's written in Latin, so I'm really not sure..."

He laughed. So did Essex. Neither of them was amused.

"I know your reputation too, Dr. Essex," he said carefully. "An advocate of Darwin, aren't you? That's dangerous in this time and place."

"Bah!" Essex waved his hand. "My colleagues are dogmatic simpletons, lost in the Stone Age. Here in Virginia, we are so very resistant to change. I do hope things are different in your time."

"My... time?" Warren's smile slipped.

"By the time your career has run its course, I mean to say, my young colleague." Essex snared a drink off a passing tray and sipped it. "What else would I mean?"

"I really don't know," said the Angel. While he spoke, he glanced past Sinister's shoulder and caught the eye of Sophie, who stood in a knot on the other side of the room with girls her own age. He nodded to her.

*The time is now or never,* he thought to her. *I've got about as much of Sinister's attention as I can handle.*

*I'll alert the team,* she sent back telepathically.

"Of course," Essex was saying, "every new idea is always discouraged at first. I have great hopes of convincing them in time, however. You are a scientific man, are you not, Doctor? I just know you're going to enjoy my... special projects..."

Their eyes met. Warren Worthington shivered from his blond hair to the soles of his shoes. He snagged a drink of his own and clinked their glasses together.

"To... professional courtesy, then," he said, and drank.

****

"That's the signal," Rogue said to her team. "Let's move."

They were nearly there already. This timeline, they knew, had begun to diverge from their own when one of Nathaniel Essex's ancestors had emigrated to America instead of staying in England (* X-Factor #1). Here and now, Essex owned a plantation in Henrico County, just outside Richmond proper. Tobacco was his most prominent crop, as opposed to the cotton favored further south. Now, just before the harvest season, the plants were a good six feet tall and able to conceal their approach as they made their way through the rows, with Remy on point.

Cecilia Reyes fingered one of the plants with distaste. "Some society. Just think, all this and lung cancer, too."

"Logan'd be in Heaven, though," Rogue said.

Everett frowned. "Don't tell me you disapprove of tobacco, too, in the future?"

"Tobacco, red meat, fried foods, desserts, unprotected sex..." said Cecilia.

"I think I shall be glad to be dead. Where do you stand on whiskey?"

"As long as you don't drive."

"Drive a carriage?" he guessed.

"Heh," said the doctor. "On the bright side, your great-great grandchildren are gonna love the Internet."

"The... what kind of net?"

"Quiet now, homme," said Remy suddenly. "Hackles standin' up on de back o' my neck."

"Y'all are cute when you're paranoid." Rogue took a few steps so she was back-to-back with Remy. Sam and Cecilia similarly closed ranks on the other side of their client. "How many d'you think?"

"Can't tell. More than two."

"I could blast off for a recon," Sam suggested.

"No time," Remy said. "Be a fun li'l surprise."

"What will...?" Everett asked.

"You didn't see the raptors-in-the-tall-grass scene in 'Jurassic Park 2,' did you, pal?" Cecilia winced, expecting something to hit her psioplasmic force field and expecting it to hurt...

Something did, and it did. Cecilia hit the ground, and found herself staring at the second-ugliest carnivorous anthropomorphic beast she'd ever seen. Wasn't a raptor, though; more like some kind of fuzzy bat thing with fangs that stung like anything when they stabbed her forcefield. It had sonar, too... or at least some kind of echoing, persistent screech that went right through her eardrums. She couldn't think straight... its claws were on her...

"Marauders!" said Rogue's voice, very distant. Gift for understatement, that one.

Cecilia lashed out with her forcefield. She only sort-of meant to; her power was still more instinctive than not. In this case, her every instinct wanted to escape-- not to put too fine a point on it, to freaking KILL this thing, a shameful thought for a doctor but undeniable-- and she drove a force-field spike up through its midsection. It squawked once and then slumped

Cecilia had killed with her forcefield before-- she'd skewered one of those Neo lunatics, to save a friend. As before, shame and guilt and dread overwhelmed her when she realized what she'd done, but the Neo had unquestionably deserved it. A moment ago, she would have said the same about this thing-- but it suddenly looked at her with wide, frightened eyes and said very clearly:

"Thank you..."

It died. Cecilia nearly panicked, but gathered her wits and rolled out from under it. Around her, as usual, everything was going to hell. Rogue was wrestling with some huge beast and Remy was fighting something with gills and Sam was on the ground, trying to handle his scrap without using his blast field and giving away the whole game.

"Oh, no..." Cecilia said, realization dawning "No, please don't be happening like this... that son of a..."

Something growled behind Cecilia. She turned-- it was sleek and vaguely catlike, staring at her with glowing eyes and ready to pounce. The doctor took a deep breath and steeled her forcefield. It leaped--

It hit the ground about halfway to its destination, or rather, its body did. Its head rolled off in another direction. Richard Everett saluted with the hilt of his cavalryman's saber.

"NO!" Cecilia said.

"It's okay," he said, "you're going to be..."

"You IDIOT!" Cecilia began calling him every vile name she knew in Spanish-- and her vocabulary had been minted over a period of years in the Barrio. She could have gone on for hours, but the sound of Rogue's fist pummeling another Marauder snapped her back to reality.

"Rogue, stop!" she cried. "You have to end this right now!"

****

*Easier said than done, sugar*, Rogue thought, as the man-grizzly thing came at her again. Not only was the sucker strong and fast and angry, but Rogue wasn't fighting at Ms. Marvel capacity anymore... the solar energies she'd stored during the day with her new powers kept her strong enough to stay in the game, but how long would that last? Sooner or later, she'd either have to pack it in or burn this yahoo to a crisp, and that would probably make the whole field go up in flames, and that would be bad all around...

Rogue was too slow, anyway. The thing raked her with its claws. Rogue fell, knocked for a loop. It was standing over her, all huge and ominous...

A blur in Rogue's vision, and suddenly Remy was standing between them, a glowing card in each hand.

"You want de lady, homme, you go t'rough me."

The creature seized Remy by the collar and lifted him high off the ground.

"Seems you don't got a problem wit' dat, eh?"

He threw both cards-- POW!-- they exploded in the creature's face even as it hurled Remy a country mile. When the smoke cleared, though, Rogue was still staggering to her feet and the creature, while singed and half-blinded, was still standing, angrier than ever.

"Okay," Rogue said, clenching her fists. "Don't say I didn't warn y'all..."

The creature lunged. Rogue dodged desperately, her hands crackling with plasma energy...

But instead of continuing its attack, the creature fell face-first into the Virginia soil, the hilt of a knife buried between its shoulder blades. A woman hopped off its back, lithe and agile and... well, blue. Rogue stared into glowing, yellow eyes...

"Mystique?"

"Raven," the woman said. She sounded... young, younger than Rogue herself. "I like the name Mystique, though. Maybe I'll borrow it sometime."

WHAM! Sam Guthrie had managed to get a limited blast field going and plowed into his opponent, mowing down tobacco plants as he went. They crashed into the soil a few meters away, the bozo now down for the count.

"Subtle," Rogue said, rolling her eyes. But he did seem to have put down their final ambulatory enemy. "Best we get this done by morning, I expect."

"Not a problem, chere," said Remy, crunching his way through the rows a little shakily to rejoin the group. "Like to be out o' here soon as possible."

"What was that, d'you reckon? Raiding party?"

"Just the local groundskeepers." Raven stepped away from Rogue-- though the latter couldn't help staring at her the whole way-- and addressed Richard Everett. "If you're ready, Captain, I can take you to Lenora."

"Yes, thank you," he murmured. He stared too, though for different reasons than Rogue.

"Oh, that's right, you've never seen me blue. Don't mind that; it's my favorite color." In a blink, Raven had morphed into something more... Homo sapien. "Shall we go?"

"Idiots," Cecilia Reyes murmured, still on her knees beside the one she'd killed. "We're *all* idiots."

Rogue frowned. "Not that Ah'm disagreein', sugar, but what've we done stupid *this* time?"

Cecilia didn't answer. Instead, she found her feet and-- more quickly than Rogue could have imagined-- turned on Raven, taking her off-guard and battering her silly with force-field projections.

"Ow! Are you *insane?*" Raven snapped, throwing up her arms to defend herself.

"Just real mad, lady!" Cecilia hit her again, and Raven fell to her knees. "You're working for him, right? For Sinister? Maybe you can answer a few questions, then, hmm?"

"Cecilia!" Rogue ran forward. Yeah, it was true: Raven was playing them just like they were playing Raven. (* the double-cross is detailed in X-Factor #1) But the idea was to let her take them where they wanted to go and *then* turn on her.

Cecilia Reyes was too angry for that. She kept hammering away until Sam and Everett grabbed her from behind, or tried to-- at least, she had to divert a little of her force-field to deflect them, and the pause seemed to calm her down. She took a deep breath, but the fire didn't leave her eyes.

"Stupid," she repeated. "*Madre de Dios,* we are stupid. But you knew that, didn't you, Raven, honey?"

"I don't know what you're talking about," Raven said, glaring at her out of the one eye that wasn't swollen shut.

"No? Then what're these Marauders that attacked us?"

"We covered that already," Rogue said, "they're Essex's gang, his genetic experiments."

"Sure, now." Cecilia took a dangerous step forward. With more conscious control than she'd probably ever mustered before-- she really *was* angry-- she manifested a razor-sharp spike and slid it under Raven's throat. "Now why don't you tell us who they *used* to be?"

Raven Darkholme... whom Rogue had never known to fear anything in all their future years together... shivered as though she was downright terrified.

****

"No, no, no, no!" said Yet Another Pompous Windbag. "The Yankee blockade, sir, will prove of absolutely no consequence! Our coastline is too vast... they cannot cut us off, particularly once the Royal Navy comes to our aid."

Another man waved his hand. "Aw, we don't need the British to do our fighting. Once we get our legs under us..."

Warren Worthington found himself glancing at Nathaniel Essex out of the corner of his eye. "Are you as sick of war talk as I am?"

"Possibly more, Doctor. Perhaps I could interest you in a more... intellectual pursuit?"

"Lead the way."

*I'll be back in a few minutes,* he sent to Sophie. *If anything unusual happens, don't stop to think, just run.*

Warren drained his drink and picked his way through the crowd after Essex, following the man who should have been a deadly enemy through the corridors of his outsized house and into the night. Essex didn't stop there, but paced his way through the grounds, aiming for what looked like a dilapidated old barn on the edge of the fields.

They walked in silence. Essex was apparently lost in thought. Angel just didn't have a lot to say to the guy who's manipulations in an alternate reality had once cost him his wings. He prayed again for Rogue and Gambit to bring their business here to a swift and happy conclusion.

"Here we are," Essex said, as they approached the run-down building.

"Charming," said Warren, arching an eyebrow. "Love what you've done with the place..."

"Ah, Doctor, pay no attention to a shabby exterior. It's what's inside that counts..."

He ushered Warren forward, and the Angel went-- rather stupidly, he would later decide. The space inside was dark, full of jagged, unusual shapes that he could almost but not quite decipher, and there was a stomach-churning *smell*...

The door closed behind him, leaving him in total darkness. Warren half-turned toward Essex... and suddenly felt a scalding pain down his back. The other man had produced a dagger and cut Warren's jacket from collar to tails, incidentally severing the brace that held back his wings. The Angel yelped as they reflexively spread out to either side...

Nathaniel Essex laughed; he lit a lamp, and suddenly Warren could see the grin on his face. "You'll forgive me, Worthington, but I had to be sure. You *are* the Angel of Henry Hill, are you not?"

Warren made a face. *Anytime now, Rogue...*

"Amazing," Essex said, brushing a hand across the feathers. "My own handiwork is similar, in some ways better, but that is artificial. You are only the second *natural* mutant I have seen. Your genetic history must be remarkable..."

"I was born in a humble log cabin with less than a billion dollars to my name," Warren said dryly. "All right, if the game's up, it's up. X-Factor's watching you, Dr. Essex. You remind us of somebody we don't like. Whatever you're doing to create these Marauders is going to stop, and you are going to leave us alone in future. If you meet those conditions, we might not have to be enemies. If you try anything more," he chose the word intentionally, "sinister..."

"But you are not in a position to dictate to me, my friend," said Essex, "and as for my Marauders... you can see, I've come much too far to stop now..."

He gestured. Warren turned slowly, afraid of what he'd find, although he knew: The stench he'd noted was blood, a lot of it. It proved to be even worse than he'd imagined; the barn was a laboratory of sorts, full of equipment both primitive and advanced, and packed with the bodies of failed subjects... some dead, some mutated into Marauders and locked in irons, some still in the midst of transformation, others frankly torn to bits. A few were white, and might have been criminals or street trash. The majority would have been innocent slaves.

For the Angel, it was very much like looking on the face of Hell.

****

Cecilia Reyes was mad at the world, the world in this case being comprised of her teammates, the X-Men in general, Mister Sinister, and particularly their snot-nosed weasel of a client. So it didn't do any good to have the idiot trying to engage in conversation as they approached their target.

"I don't understand," he was saying, "what is it Essex hopes to accomplish?"

"Improve de genome," Gambit said. "Make a better mousetrap, might say. Better den human. Better den mutant. He don' stop for nothing, take my word. Nobody know de man like me."

"We're guilty, too," Cecilia said. "We're just as guilty as him."

"My eye!" That was 'no way' in Cajun.

"He shouldn't be this far along," Rogue said, "not with 19^th Century technology. This Slayer thing's helping him, gotta be. We couldn't know how bad it was..."

"Couldn't we? Y'know, at least he's not *trying* to do the right thing. Supposedly we are-- and we didn't stop to think. We were willing to mess up the Marauders... killed more than one. What's our excuse-- they were really ugly? So much for principle."

"Wasn't that simple," Sam Guthrie said. "They didn't stop for nothing, and--"

"Essex likes to play with genes. Essex needs test subjects to play *with*. Here and now, Essex owns slaves-- and nobody gives a damn what happens to slaves. What's simpler than that?"

Richard Everett bristled. "You're mistaken, ma'am. What he's doing would be looked down upon by any true gentleman..."

Cecilia glared daggers in his direction. "Well, gee, as long as you *disapprove*... I notice you still wear that gray uniform."

"For Virginia," he said. "My home has been invaded. Slavery isn't the..."

"Isn't it?" She whirled at him. "You claim to love this woman he's holding. (* X-Factor #1) You fight for people who say she's a piece of property!"

"When we are free, there will be time to settle..."

"Bull****, you are not free!" Cecilia got in his face. "Take some responsibility, *hombre*! Your system is helping Essex do what he does, and if you're not tearing it down, you've got blood on your hands just like him!"

"Frankly, Miss Reyes..."

"*Doctor* Reyes."

"Frankly, Miss Reyes, right now I don't give a damn about any system. All I care about is Lenora."

Cecilia laughed. "And that makes you a hero? You think you're the first white man who ever decided the grass was greener on the other lawn?"

He flushed crimson, but didn't back down: "It's not like that! I love her!"

"I bet you do. You just don't think she-- or I-- could ever be a doctor."

"What's that got to do with..."

Cecilia pushed him, putting a little force-field into the blow. He staggered, reached for his sword...

"That's enough!" Rogue got between them, one burning fist aimed in each direction. "Y'all are both actin' crazy! Stand down! We got bigger problems right now!"

Everett relaxed. Cecilia did so with great reluctance.

"If you don't think she's your equal," the doctor finished, "you got no love, and you got no right to her. What you got is an unnatural relationship with a person you treat like a pet."

She walked away. Their client might have stammered something indignant in her wake, or he might not have bothered. Cecilia wasn't really listening.

****

"I'm disappointed in you, Essex," Warren Worthington murmured. "The Sinister I remember was all about genetic *truth*... not perpetuating some myth of race superiority."

Nathaniel Essex shrugged. "One works with the materials at hand; these are subjects I have access to. They're fortunate martyrs, really. Once I have made them a beacon for the rest of mankind, their misguided countrymen will no longer be able to call them inferior."

"And in the meantime, how many of them die?"

"Well... there are always casualties." The geneticist frowned. "I'm curious about this name, this... Sinister. You've used it twice now. Is that really what I'm called? I'd have hoped, by your era, my work might have garnered a little more credit."

"Well, you win some and you lose some." Warren hissed. "You do know where, and when I'm from. So that means..."

Even as he spoke, the clouds were gathering at the edge of Warren's vision... black, ominous clouds that resolved themselves into the semi-human form called Slayer.

Nathaniel Essex smiled. "Oh, don't mind me. I believe you two know each other?"

****

"There," Raven said, pointing to the barn. "That's where he does his work, and where he had planned to lure your Angel. There's also a chamber beneath it, I'm not sure how large."

Rogue nodded. Over her telepathic connection, she sent: *Sophie, we need you here like yesterday, hon. Can you get away?*

*Aw,* said the girl's voice in her head. *I was having more fun than I expected. I've never been a belle before...*

*Fiddle-dee-dee,* thought Rogue. *Get your butt in gear.*

*Yes, ma'am.* The connection evaporated. Rogue was lost in her thoughts for a moment, oblivious to the world around her...

She came back to reality when she felt Remy's presence beside her. "Got a plan, chere?"

"Half a one."

"You trust Mystique?"

"Raven," Rogue said. Thinking of the girl by that name was easier than equating her with their timeline's Mystique, who no matter how many times she betrayed them, would always be Mother on some level. "And nope."

"You should," said Remy, and his eyes changed color for a moment before morphing into a smaller, female form. Rogue jumped... "Sorry, just curious. I took advantage of your distraction. You react to me so strangely."

"Not your concern, sugar. Why should I trust you? You're playing both ends here, aren't you? You arranged the whole thing." (* in #1)

"Certainly I did," said Raven. "To eliminate Essex. He wants to experiment on people like us... but I am no one's toy."

Rogue looked at her out of the corner of her eye. Sounded genuine enough. She said, "Believe it when I see it."

"That's a mistake." said the other woman, morphing again. "You should never believe what you see..."

She faded back into the group. Rogue took a deep breath and pointed at the barn.

"Sammy," she said, "knock on the door."

****

--Now you will decide, Warren Worthington,-- said the shadow. --Will you stand with me, or with them?--

"Gosh," said Warren, "I might need a whole half-millisecond to think about that."

--Consider well. I need only one ally per timeline. The other will be eliminated.--

"Well," said Essex, eyes flashing. "That's interesting, isn't it?"

--If you serve me, we will destroy this one and all his work. The horror he has created will be at an end. You can then turn on En Sabah Nur, when he arrives, with strength beyond your imagination. If he remains, however, he will kill your friends or, worse, focus his research upon them. He will join with the coming Apocalypse and this world will know the end of all things.--

"It's nice to see we all have such a high opinion of each other," Essex continued. "Suppose I don't care for being your pawn?"

--Arrogant fool,-- said the shadow. --After all this time I spent, helping you prepare... did you think it was for *your* sake?--

The shadow rippled outward, sending a burst of cold through the room, almost tangible to Warren... but it passed him by. It struck the living Marauders in the room, those who had been fully mutated, and they went berserk. The strongest of them broke their bonds. They all charged, ten or twelve of them, directly toward Warren and especially toward Essex: Cat creatures and lizard-creatures and bird-creatures, a menagerie that had once been human, changed horribly by his perverse experiments. In the background, the shadow seemed to laugh.

"Doctor Worthington," said Essex quietly, "in the face of present revelations, sir, I suggest a temporary friendship."

"Done," said Warren, and they shook hands...

At the same moment the ceiling caved in. Sam Guthrie-- Cannonball-- ripped through one side of the barn and out the other, letting in the starlight. Then he circled back around and hammered the ground, caving in a section of the floor to reveal a dark chamber beneath...

"Surprise," said Warren, and his grip tightened on Essex's wrist. With a flap of his wings, he lifted off... and pitched Essex straight into the midst of his Marauders, who seemed to want nothing more than to tear him apart.

"Wait! No! You don't..." Nobody was listening. Angel wouldn't have listened to him either. With little choice save a quick death, Essex turned and jumped down the hole, disappearing below.

"He's getting' away!" said Rogue's voice, as she and the rest of the team charged in after Sam. "Somebody get 'im!"

"Other things on my mind just at de moment, chere," said Gambit. With Essex gone, the still-enraged Marauders had turned on the team.

One, an avian creature, swooped at Warren, and the Angel turned a barrel-roll in order to avoid him. Not so simple to deal with these people now that he understood what had been done to them... anything that even might do lethal damage was off the table...

"Rogue!" he cried, although Fearless Leader had her own hands full with some sort of amphibious Marauder. "How are we going to do this?"

"Just sit tight, sugar. Cavalry's comin'..."

"Sit tight," the Angel repeated, avoiding another swipe of talons. "Easier said than done..."

On the ground level, Cecilia Reyes was extending her forcefield to the max, protecting herself and a fellow in gray uniform from four or five attackers at once. Remy was relying on his enhanced agility, hopping and flipping around with his staff, throwing cards only when necessary to keep the foe unbalanced. Rogue was fighting back-to-back with an unknown female-- Mystique? All of them had their hands full..

And nobody was paying attention to the reptilian Marauder Warren had noticed before, who was skirting around the chasm Sam had created, heading for the humans still chained on the other side of the room.

Warren cursed to himself; there was no way he could disengage long enough to stop it. But he wasn't alone in noticing the creature. The man in gray beside Cecilia had seen it, too. He drew his sword and turned to her.

"I am obliged, ma'am," he said. "Now let me go."

"You're crazy!" Cecilia said. "You'll get killed!"

He drew himself up, said urgently, "Please... Doctor. Let me go."

Cecilia sighed and retracted her forcefield. The man started running, parrying a swipe of claws with the flat part of his saber, and took a flying leap across the chasm.

He was just an ordinary human. He wasn't going to make it; not nearly. Until an Angel swooped down and caught him under the arms.

"You...!"

"Just relax, pal," said Warren, "you're halfway home..."

Grunting, Warren tossed him the rest of the way across the chasm, then spun desperately to avoid the avian marauder.

He caught the rest only out of the corner of his eye: The soldier fellow raced to get between the captive slaves and the reptilian creature; he stopped directly in front of one of them, a partial mutate who, as a human, might have had long hair and skin a shade lighter than Cecilia's; now, she was more reminiscent of one of Wolfsbane's transitional states, complete with talons and glowing eyes.

If her transformation had been complete, she might have been able to defend herself from the Marauder. If the soldier got another miracle in his favor, he might have been able to defend her. Neither of those things seemed about to happen, but the soldier brandished his sword and wouldn't move as the creature prepared to pounce...

And *then* the miracle showed up, in the form of a blonde girl with glowing eyes of her own, trying to run in an absurd dress, who skidded to a halt in the doorway.

Once, weeks ago, Sophie Cuckoo had driven off a Marauder attack by sending out waves of pure fear. (* XF #1). Now, encouraged by Rogue, she tried a different tactic: She sent to all in the room a wave of warm, reassuring, positive feeling, keyed to a powerful subliminal command:

REMEMBER.

Warren dropped out of the sky from the power of the psi-wave; his avian pursuer wasn't far behind. All around them, the Marauders were stopping short, shaking their heads, the brainwashing imposed by Essex and his (now absent) shadowy friend beginning to break down...

It was a short, pitched battle for the control of souls and minds. The quickest way to win that battle is usually to give people discretion over their *own* souls and minds. The former Marauders, to a man, only wanted peace. In other words, good won out.

"Where we at?" asked the avian fellow who'd tried to kill Angel only a moment earlier. "What happened?"

"You wouldn't believe me, friend," Warren said. "Just... don't look in a mirror 'till we get a chance to explain..."

A few meters away, the soldier in gray cradled the woman he'd defended in his arms, while she wept softly.

"I wished you wouldn't come back." the woman said. "Now... look what he did... I'm a monster..."

"No," he told her, "you are a woman, and beautiful."

Warren Worthington sighed. If that wasn't a happy ending, it would do until one came along.

****

The Next Morning
Chesapeake, Virginia

Cecilia Reyes watched the sun rise over the bay, felt the salt air in her face, and wondered if she'd ever be the same.

They'd vacated Richmond rather suddenly the night before, with Rogue, Sam, Angel, and the flight-worthy Marauders (now rechristened Morlocks by Remy) getting as many people as far the hell away from what had been Nathaniel Essex's den as they could in a few hours. It didn't seem profitable to be around when people started wondering what happened to Essex, or why his barn had been reduced to a pile of rubble.

Soon enough, she and Warren would have to return to their cover, pleading total ignorance. (And who could argue with them? How could they have made Essex disappear? It wasn't as though they were paramilitary mutants from the future, right?) They'd settle in as best they could and wait for the next job. But not just yet. Cecilia wasn't ready to go back to being furniture just yet.

Something hit the ground at her feet. Cecilia looked down. It was a rank badge, three gold bars against a yellow background. Confederate cavalry.

"I'm sorry," Cecilia said to Richard Everett. "I was a little rough on you."

"Not at all, ma'am." He stepped to her side. "You had the right of it. Our... whole system is a lie, isn't it?"

"Pretty much."

A pause. When he spoke again, it was in a low, almost frightened voice: "I cannot carry on as before. I cannot fight for my home. I cannot fight against my home. But there is someone I *can* fight."

"Essex?" Cecilia guessed. They hadn't found a body, although they'd found the exits from his underground chamber blocked. Convention in the X-Men's line of work held: They're not dead unless you've seen them die at least five times, recovered a body, and done an autopsy. And even then, you bury them deep.

Everett said, "He is the real monster."

"World's full of real monsters. Fighting them isn't necessarily the smartest line of work, even for somebody like me with cool powers. You're just human."

"Now who's the bigot?" he said, and smiled. "I won't be alone. I'll have Lenora and the others we freed. And Raven wants to help, too. Imagine that."

"Watch her," Cecilia advised.

"With both eyes, ma'am. Anyway, we shall find what shelter we can for his victims. Then we shall turn and see what can be done to make this right." Everett hesitated. "I... also saw what you did... for those who were wounded. You are a fine physician, Doctor Reyes."

"And you, Captain, are a good man."

She turned and offered her hand. Everett shook it, tipped his cap to her, and walked away. Cecilia looked back out at the sun. She remembered that they had, after all, saved a few people, reunited their client with his love, and stopped a bad guy, however temporarily.

*Well,* she thought, *maybe there's hope...*

****

The thing approached him as soon as he stepped into the shade of the trees.

"Not you again," Warren said. "I hoped we might have seen the last of you when you skipped last night."

--Never, Warren Worthington,-- said the shadow. --How could I abandon my newest servant?--

Warren frowned. "You're mistaken. I didn't choose you."

--You didn't tell the others, either.--

"There's nothing to tell them," Warren said, "yet."

--Isn't there? Or are you ashamed? Do you wonder why I approached you, Warren Worthington, and not LeBeau or Rogue or the others? Do you wonder what darkness I saw in your soul?--

Warren stepped back as though stung. He said: "I had assumed you were just an idiot."

--And yet, I did persuade you to kill a man who called you friend--

He snorted "Essex doesn't count. And I doubt he's dead."

--It's the thought that matters,-- said the Slayer. --You have set your foot upon the road, and you will find it harder than you know to change direction. Particularly once *she* is endangered.--

"Why are you so sure I need to protect Paige?" Warren asked, clenching his fists. "Planning to put her in danger yourself?"

The shadows rippled with laughter. --I need not do what is done already. Observe, Warren Worthington. My gift to you for your work...--

The voice faded away, but the shadow remained, and displayed to Warren Worthington a new image...

****

New Orleans
The Danger Room

It was one minute past closing time when a somewhat disgruntled, out-of-action Paige Guthrie looked up to find a tall, swarthy man in expensive clothes standing in the doorway. Several other men stood behind him, just outside.

"We're closed," Paige said. "Come back tomorrow."

"I'm looking for Remy LeBeau," the big man said.

"He's not here."

"Unfortunate."

Paige felt the reassuring telepathic presence of Jono, approaching from the back: >>Hold 'em there, luv. I've a funny feeling we're about to find out more'n we'd fancy about how Remy set this...<<

She was about to ask what Jono meant by that, but suddenly realized he wasn't in her head anymore. He hadn't even finished his sentence. Paige whirled, wondering what could have taken down Chamber so fast...

And suddenly the big man was standing before the bar, his hand clamped around her throat.

"When you see LeBeau, *pischouette*, give him this message... from Guillaume."

"Message?" Paige asked, and then the world exploded.

END

In Issue #3: Husk and Chamber, versus...?
See the other X-Men Eternity titles- Uncanny X-Men, New X-Men, X-Force, eXcalibur- online now!Next Up: eXcalibur #2: "The Duel and the Dragon"