'Experience is the name that everyone gives to their mistakes.' - Oscar Wilde

"I'm sorry, my answer's no," said Marcus to the bald headed man in the wheelchair as they sat in a small café in Dallas. The two men who accompanied him looked taken aback, but Professor Xavier just looked at him and nodded.

"I'm sorry to hear that," he said, in all sincerity. "A man with your talents and experience would be useful."

"I can see that," he said. "But look at it from my point of view. I'm almost 50. I've been involved in two wars, I've kept my powers as secret as I can. I'm not interested in fighting anymore. Mr Summers is a good tactician and Mr Bishop knows more about fighting than I could ever."

"You're reading their minds?" frowned Xavier. It was obvious he did not approve of such things.

"It's a prudent move these days," said Marcus. "You don't know who you can trust."

"Hmm," said Xavier, crossing his fingers. "I could stop you."

"I know. I gathered as much when I mindlinked to you when you first arrived," said Marcus. "However doing it would be bad. My psionics have a feedback defence thing on them. Don't matter if it's hostile or not."

"You don't want to control it?" asked Mr Summers.

"No, I reckon that unless I mindlink people, then I've no need to stop a natural defence." Summers eyes narrowed slightly, whilst the man Xavier had named as Bishop stood there impassively. "Way I see it, people have cause to hate and fear me by just being a mutant. Becoming a high profile one isn't a good idea, not at my age. This super-hero thing, it's a game for the young."

"Fair enough," said Xavier. "I don't want to force anyone to fight my cause who doesn't want to. We've lost too many. Doug, John." His eyes closed as he named those two, and Marcus got the impression that they had been coerced in to it. They might have given their all as X-Men but had to be pushed to join."

(As in Cypher and Thunderbird - David)

"Look," he said, trying to make amends. "It's just this isn't the life for me. I'm tired of fighting. I just want to be left alone to make a life for myself whilst I still have time. If I thought I'd be of use, I would help. But..." He trailed off, unsure what to say, knowing it looked like the man before him felt let down. There was nothing he could do. Xavier looked up at him, looked him straight in the eye and knew the truth.

"Thank you for your honesty," he said, with a coldness that had not been present before. "I'm sorry to have wasted your time." And ours, he had the courtesy not to add. Marcus gave a watery smile as Summers pushed Xavier's wheelchair away from him and out of the park. Bishop stayed a moment and looked him in the eye.

"You can't hide from fear. You face it." Marcus felt a chill as the man who sounded a lot like Laurence Fishburne spoke to him and he wondered how to reply. Then Bishop turned away, saving the decision from being made, and walked away, his long strides catching up to Summers and Xavier with ease, then he slowed the pace as they made it to the car. His words, and Xavier's, rang in his ears. It was one of the worst days of his life.

Yet things got even worse from here on in.

Xi'an looked around to see what could be done here. Exodus's psionic surgery had worked wonders on his former allies, who were now attacking the X-Men in the name of Magneto.

This, of course, was a lie. Exodus had fought in the name of Magnus before, claimed to know his will, when in fact he had his own agenda. History had always proven this to be the case. The question of why he had changed from loyal defender of the ideals of Magnus to insane megalomaniac had never been answered.

It was easier to make decisions in the name of a dead man than to accept they were your own. He watched and waited as Krys took on Tim, Eddie on Junkpile and he dodged the swoops of Bloodhawk.

Bloodhawk and he had not known each other long, even though Xi'an had him rescued from Noah Synge's casino. However he was familiar with the self styled eco-warrior's moves. It was why he'd wanted him for the X-Men in the first place.

(In X-Men 2099 #1 - David)

All he had to do was stay alive and break through the telepathic conditioning. Hopefully with Dust battling Exodus, his hold on his Acolytes would be weakened.

"I don't want to hurt you," he said to Bloodhawk, jumping as the mutant swooped down. Xi'an flipped in the air, his arms above his head, and landed on the flyer's back, pushing him down with the momentum.

"Hurhn!" grunted Bloodhawk, as Xi'an knocked the wind out of him and from under his wings. He'd forgotten how agile and acrobatic the leader of the council actually was. However Xi'an had underestimated the abilities of Bloodhawk, who pulled his wings back, lifting them up pinning Xi'an and gashing his arms. Xi'an winced as Bloodhawk drew blood and he lost his balance and hit the floor at the same time as Bloodhawk.

Meanwhile another clash of the titans was going ahead as Metalhead, his skin made of adamantium for this fight, took on Junkpile. The almost robotic mutant had fought against many a foe, some stronger than he, others weaker. He was slower than Eddie and didn't hit as hard, but he was a fighter by nature, and that made theodds even.

As a member of the Lawless he had proven his combat skills time and time again, he was a brawler, a man who survived, no matter what. Eddie was good, but Junkpile was better, and Eddie has only lasted this long due to his adamantium skin, his speed and his power.

Junkpile was no stranger to pain and this was nothing compared to what he had taken in the past. Eddie was tiring, he could see that and it wouldn't be long before Junkpile pulled objects from the debris around them to rebuild his body and take him down. He grinned as he stopped defending. Eddie was tired enough for this to work now.

"Take your best shot, meat," he said, and Eddie lunged forward. Junkpile side-stepped him, and brought his own fists down on Metalhead, flooring him. Then he placed his foot on the back of Eddie's neck and began to stop the air getting to his lungs.

Krystal was faring no better. As part of Tim's mutation he had gained incredible speed and it was only due to her long association with Meanstreak she was able to keep up, and even then she suspected he was toying with her.

"Damn," she said as Tim got around her with ease and she had to generate more crystals, each of varying density as Tim's blasts of energy were causing serious damage to the crystals she was generating, but at least she was safe.

Taking a quick glance round she noted that Xi'an and Bloodhawk were evenly matched, though Xi'an was not using his own powers as yet. Eddie, however, was in trouble. She knew that Tim's power worked to great effect on Junkpile and as Tim fired another burst at her, she formed a crystal, which reflected Tim's blast towards his fellow Acolyte.

It hit him square in the back, scorching a nasty burn mark, and throwing him off Balance so he fell, releasing Metalhead, allowing him to breathe. She smiled as Eddie gave her a weak 'thumbs up' as he got to his feet. She turned to see where Tim was now and saw him in front of her. It was a question of who was faster with their powers - her with her crystals or him with his power blast.

She didn't anticipate him punching her...

Morphine ran through the jungle as if the Devil himself were after him. And he'd dealt with enough devils to know the difference.

His idea had gone wrong. Garokk was not the bit player, the small timer that he'd suspected him to be. It was a gross underestimation and Morphine chided himself for it.

Morphine knew he had power. Anyone who could reanimate corpses and animate an adamantium skeleton was a man to avoid.

The question of where the skeleton came from was also intriguing.

However this was not a time for pondering, this was a time for running. The zombies he wasn't worried about - a swift touch on them and they were dust particles, but the skeleton was the problem.

Adamantium was too dense to age as other metals. He touched it, nothing would happen and then he'd be gutted. He wasn't prepared to let that happen so he kept on running.

Whoever this Garokk was, he hired effective staff, and eventually Morphine stopped running. Years of cigarettes and living close to the wire did not improve the physique of a fighter. He turned around, picking up a branch as Shanna came at him.

He swung out and knocked her head clean off her shoulders. Zombies may have been persistent, but they were also stupid.

"AR-NA!" called out Ka-Zar as he came forward and Morphine threw the branch. It impaled him and knocked him to the floor. Then came the thump, thump, thump of giant footsteps and Morphine knew that was no adamantium skeleton..

He looked up to see a reptilian head coming towards them from the distance. He knew he needed to run again and set off, running as hard as he could, which wasn't hard enough, but his latest pursuer was about to come across a minor distraction.

The screams from the zombies echoed through the jungle as Morphine thought better them than me. Then he heard the dinosaur, giving chase. This really was not his day.

It got worse when he found himself backed in to a corner, with rocks all around him, and the only way to go was the way he came as the thumps got louder and louder. He only hoped that he could do some damage to the dinosaur as it crunched his bones.

"If you want to live, come with me," said Garokk, floating above him as the floor vibrated with each step the dinosaur made.

"Do I have a choice?" asked Morphine.

"Life or death, you decide," said Garokk.

"I'm your's," said Morphine and they vanished back to Garokk's cave, leaving a very confused dinosaur behind.

For the first time in decades, he felt fear. To back his fear he had to do stand against the man he had followed these many years, and deep within him a piece of what remained of Bennet du Paris' soul died.

Magneto and Exodus stood against one another. Exodus decrying Magneto as a heretic, and not the true Magnus, whom he had followed all these years. Magneto, his silence accusing Exodus of more than any dared speak, his eyes glowing with the electro-magnetic fury at his command.

However this was not the Magneto of old, this was a man tormented by the demons of the past, the idea that he had been wrong, and that perhaps Xavier had been right. The idea burned brightly in his mind for at his feet lay Pietro, his son, slain by Exodus for allegedly defying the will of Magneto, before Magnus could arrive.

He had been summoned telepathically by Marcus, but for all his power he was too late to stop the killing blow. Exodus had fired his telekinetic eye-blasts at Pietro, and flicked Quicksilver's molecular structure as he moved, creating an internal electro-static charge that destroyed his nervous system, stopped his heart and scrambled his brain.

No cry was emitted, no shout of defiance. Quicksilver simply stopped, and died, spittle dribbling from the side of his mouth, as Magnus cradled him in his arms, holding him until he was gone. It did not take long, then Magnus rounded on the man who killed his son.

As Exodus ranted at him, wondering if he could survive a battle with this man, he saw his hopes, his dreams, his salvation die before him, and Apocalypse' laughter rang in his ears. Magnus stood, not saying a word and their battle began.

The powers wielded in the next few moments were the stuff legends were made of and the skies grew dark as the master of the magnetic fire fought the ultimate in Apocalyptic psionic enhancement. A true clash of the titans.

Exodus fought on fear, Magneto on rage and Exodus began to have doubts. Pietro Maximoff had opposed his father for what seemed like an eternity. He joined Magnus' enemies at every turn, battled his father's every decision, worked against the dream of a man he should have joined yet instead spurned.

Why did Magnus mourn him so? There was no love lost between either, and Exodus could not understand it. He had been the son Magnus never had, he had followed him to the ends of the Earth, obeyed his commands, fought for him, bled for him. How could he deny him so? Fear turned to hurt, which gave way to anger and his powers increased as he redoubled his efforts.

As En Sabah Nur commanded had once commanded, so he would obey. This old man would never defeat him.

"You should not have come back, old man," he scowled at him. "I am the future of mutant kind, I shall be its saviour."

He attacked Magnus with all his power and might and Magnus shrank back at the assault, unprepared for such a savagery that would put even Logan to shame. It was all he could do to hold Exodus at bay and on the sidelines Marcus watched.

"Shoulda acted," he muttered, and made towards Exodus, who turned. "Coulda saved him, I won't make that mistake again."

"So even you betray me, Marcus!" he bellowed and threw a hail of rocks towards him, striking Marcus in the face and though he managed to cover most of it in time, he was struck in the eye. He didn't shout, he didn't cry, he didn't even touch the blood streaming down his face. Because he was old enough and wise enough to know better, he did nothing but let his powers take over.

A circle of sparking red psionic energy emerged over his head and he turned towards Exodus, who stopped his attack in surprise at this development. Never before had his friend displayed such power and he probed at Marcus, whose power responded in kind. His defences struck out at Exodus as if the probe were an attack, repelling the psionic intrusion.

Exodus staggered, and raised his hand to his head and Magnus pressed the attack back at Exodus, enshrouding him in a cocoon of metal. The Magneot who had remained hidden for so long was back. And if only for a moment, it was moment enough.

"I was a fool to release you, Bennet du Paris," he said. "Thus I return you to that eternal sleep to which you were condemned, and fired him up, high above the globe, warping the Earth's EM field so Exodus' could not fully utilise his powers.

As he fell back down to Earth, he felt his coffin embed in Earth, sinking in to the ground, as the air became thinner and he knew that he had gone too far. He had struck the wrathful Lord and he had been smote. He had betrayed his faith. He had betrayed himself and he did not wish to continue living...

Back in Xavier City, Shakti was making good progress hacking in to the Stark/Fujikawa systems and was surprised at what she learnt. She called Victor over and he came in.

"I know what I make of this," she said, "but what do you?"

"Interesting," said Victor. "Think we ought to jack in and see what's happening in cyberspace." He adjusted one of his fingers and out shot a data jack. "Made a few modifications," he muttered as Shakti tilted her head to one side, questioning him.

She smiled and parted her hair at the back, uncovering her own neural port she had fitted when she worked for S/F. She sat back in the chair, feeling as the wires connected from the chair in to her head. She could feel the surge of electricity pass through her, and shivered at how familiar it felt to the plasma burn, with much less pain.

(As revealed in X-Men 2099 #20 - David)
(She committed suicide in #4 - David)

She felt Victor grab hold of her arm and she knew everything was alright. They were in cyberspace and they looked around the S/F arena. It had been years since she had been here. It was here where she had 'caught' Meanstreak, when he was just Henri Huang and worked for Alchemax.

"What are you doing?" asked Victor as Shakti went to work, pulling up screens pressing illuminous panels in the air and working faster than he could take, and he was the technical wizard.

"A trick Henri showed when I first met him. He was hacking the S/F mainframe via this route. Jacked in to Arena, and proceeded to open up the personal files. S/F didn't think it possible until he did it. I only caught him because I was working on my files at that time. I was just about to quit and join Xi'an, and I was clearing everything I had done."

"And you thought he'd be perfect for the X-Men?"

"Exactly." Victor raised an eyebrow as he pondered the situation. He had thought the X-Men had been chosen, not met by coincidence. He decided to ask Xi'an the next time they met. Then Shakti spoke again. "I'm in."

"What did you access?"

"The Iron Man logs. According to this Stark's last armour was the one stolen, unused to the security protocols built in. Somebody walked in and stole it from under them, unnoticed."

(#4 again - David)

"How?"

"Nothing. Their internal security people were investigating it until Amy Dower was caught in industrial espionage? Stole an armour and fled S/F."

(S/F's version of events in Spider-Man 2099 #3 - David)

"Means that someone else stole the armour. A mystery enemy - just what we need. Solves the mystery of the Iron Maiden, though," said Victor. "I take it she's getting blamed?"

"Yes. Now that's interesting..."

"What?"

"A closed file. Maximum security. I'll try and get us in, but we might get ejected."

"Is it relating to the Iron Man situation?"

"No. Iron Maiden."

"Can you download it to Xavier City?"

"Don't think so. Not complete anyway."

"Try anyway." Shakti nodded and went to work. The file started to download and then the area started to fade, the colours grow dim and a high pitched noise echoed around them.

"GET OUT!" said Shakti and tapped her head twice as she disconnected, hoping Victor was behind her. This countermeasure was one she'd seen on the blueprints at S/F's security briefing.

It sent a neural charge down the connecting path, which disconnected the user. Not only that but it kept a brain scan of the intruder, deleting the parts it copied as it worked.

You either lived your life as a vegetable or went to S/F to get your mind back. Your life was over, either literally or productively, as the latter bound you to S/F. To get your mind back, you had to remain constantly connected to their systems. You belonged to them body and soul.

The noise was the disconnection alert, whilst the fading colours and altered area were the general warm up to disconnection. She looked about her office and saw Victor coming round as well.

"You get any of it?" he asked, and she checked. "Not much, and it's in Japanese. I could translate it but it might take me a while. My Japanese is rusty."

"Did they trace us?" he asked. She shrugged.

"I don't know," she said, "but if they did expect reprisals."

As Dust and Exodus threw memories at each other, in the hope of weakening each other's resolve, the X-Men were fending off the Acolytes and seemed to have the upper hand.

Junkpile was down, but so was Krystal, Tim's punch having taken her out of the fight, so now he faced Metalhead.

"I don't want to fight you, my brother," said Eddie.

"Then you'll die," said Tim and fired off a blast, slamming Eddie in to the nearest wall. He touched one of the bands around his arm made of the metal of the spaceship.

"Try that again," he said and Tim obliged and this time Eddie didn't move. He fired again and Eddie smiled until he realised he wasn't the one being shot at.

"XI"AN!" he shouted running towards him, and the leader of the X-Men moved, but the blast still caught him in the side and he fell to the floor, his skin blackened and sore from the damage it had just taken form the pure blast of electricity.

Suddenly there was only Eddie standing, with Skullfire, Junkpile and Bloodhawk advancing. Eddie took a deep breath - he liked a good fight but this was ridiculous. None of them could pierce his skin but, Tim could keep him distracted, Junkpile could pound him in to submission and Bloodhawk might be able to lift him in to the air and drop him from a great height.

He wasn't going to let that happen and with one blow he smacked the winged mutant and sent him reeling, knowing that as well as defending himself he had to defend the fallen X-Men too. Krys was shaking off Tim's blow, but Xi'an was hurt bad.

He caught Junkpile's punch as he threw it, but it didn't protect him from a focused blast from Tim. It was a tight, dense beam that punched through his left shoulder blade. He winced from the pain as it seared in to his flesh, and covered the wound, blood trickling from it. It left him undefended and Junkpile followed up with a mighty blow and the clang of metal on metal signalled the end of the fight.

With the defeat of the X-Men, Exodus no longer needed to divert his attention on his Acolytes and unleashed his full power at Dust, who reeled as he was hit with simultaneous memories, merging and blending creating new and vivid realities in his head.

His powers struck back at Exodus, who was reeled at their assault. His defences were quite powerful and would surely fell him, if he did not have the willpower of his Acolytes to back him up.

Against one person, Dust would have been victorious. Against four, the outcome was never in doubt and he was forcibly cast back to the corporeal world, where his mind shut down and sent him catatonic.

"Almost... had me... Marcus," said Exodus, kneeling by his friend's inert form. He tried a gentle probe of his mind to find it calm, almost empty. However he could feel the defences flaring to life.

It was better to leave him as he was, for he would prove no further threat. The remaining X-Men would make a fine addition to his Acolytes, and allow him to take over Xavier City.

In X-Men 2099 #10: Exodus takes over Xavier City! Nuff said.

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