The gutted ruins of Professor Xavier’s School for Gifted Youngsters, Salem Center, Westchester, New York, the dead of the night. Charles Xavier, founder of the Uncanny X-Men, stands amongst the ruins of his school, alongside former staff member and ally Stevie Hunter, while the horrid voice of the Shadow King booms around them: ‘I trust, Xavier, you remember Colossus’ the powerful super villain asks, as Piotr Rasputin emerges from the flaming car wreck. Xavier recalls how he found Colossus in the Siberian Collective that had been his home for most of his young life. ‘A farm boy with the soul of a poet’ Xavier thinks to himself. ‘But also - most importantly in my eyes, in my arrogance - a mutant. And so, I made him a warrior’ Xavier remarks to himself.
‘Your X-Man is mine now. Slave body and soul to the will of the Shadow King!’ the horrid villain boasts, announcing that Colossus’ orders are to rend Stevie Hunter limb from limb. ‘I did warn you, my dear, of the terrible price of defiance’ the Shadow King reminds Stevie, before declaring that the same will then be done to Xavier. Professor X thinks to himself, as Colossus lunges towards he and Stevie, that, in his armored form, Colossus looks much bigger than he remembers, adding that Colossus is as invulnerable to physical attack as he is virtually unstoppable. ‘Fortunately, I rely on other assets’ Xavier tells himself as he uses his telepathy on Colossus. ‘There! That’s stopped him!’ Xavier exclaims.
‘What did you do?’ Stevie asks, to which Charles explains that he used his telepathic powers to interrupt Colossus’ voluntary motor functions and induce a temporary paralysis, ‘At least, until we can determine how best to release him from the Shadow King’s influence’ Xavier adds, before Stevie asks who the Shadow King is, remarking that she has never heard of him. Xavier reveals that the Shadow King is his oldest foe, and in many respects, the primary reason he created both this school and the X-Men. He asks the dance instructor to open her thoughts to him, explaining that he needs to know all that has transpired, when, suddenly, psychic backlash sends him careening backwards.
‘Silly Charley - splitting your focus like that! Did you think I wouldn’t notice?’ the Shadow King asks, adding ‘Or, take advantage?’, as Colossus, free from Xavier’s influence, rushes up to Stevie and smacks her several feet across the ruined school, causing her to scream. Xavier declares that the Shadow King is more powerful than he has ever encountered. ‘Do tell!’ Stevie mutters, remarking that Peter is not slouch either in the power department, before she helps Xavier to his feet, asking him if he thinks Peter has been taking lessons from the Hulk. ‘You can joke?’ Charles asks. ‘It’s that, or scream’ Stevie replies.
Xavier touches his forehead and mumbles that he mind won’t focus, to which Stevie tells him not to think. ‘Just run!’ she exclaims, while the Shadow King shouts that it will not do them any good, although he does appreciate so sporting a gesture. Colossus stares in the direction of the fleeing Xavier and Stevie, and the Shadow King remarks that Colossus may not be as fast or as graceful, but he will not get tired. ‘And I won’t let him stop!’ he boasts. ‘Hide or fight, it makes no difference, the end will be the same!’
‘Cheery guy’ Stevie remarks sarcastically, before asking Xavier if he happened to bring along any reinforcements. ‘As in maybe the X-Men?’ she remarks, before telling Xavier to watch his step. ‘It’s a steep drop!’ she exclaims as they both tumble down a crater. ‘Now you tell me!’ Xavier mutters, before giving her an answer to her question: ‘Regrettably, no’. Gathering themselves as they land, Charles tells Stevie that he fears the X-Men are as the Shadow King showed them, his prisoners. ‘Heaven help them’ Stevie exclaims, before Xavier tells her that the two of them are quite a lone. ‘Oh, joy’ Stevie mutters, before Xavier announces that he has found the access hatch to the Mansion’s underground complex. ‘Then you better crack that sucker open - ‘cause we got company!’ Stevie announces, looking up the crater at Colossus, who looms over them.
The hatch pings open, and just in time too, as Stevie alerts the Professor to the fact that Colossus is jumping down the crater. Xavier pulls Stevie down the hatch, and Charles slams and locks it behind them, without a moment to spare as Colossus lands on top of it, then proceeds to slam one of his powerful fists through the hatch. Xavier thinks to himself that he needn’t have bothered closing the hatch, but knows that after such a violent, forced entry should have activated the interior defenses automatically, but glancing at a remote status panel, he sees that the interior defenses have been substantially disengaged. ‘A puzzle for another day’ Xavier tells himself as Colossus follows he and Stevie through the underground chamber.
Xavier manages to manually unleash the intruder interdiction system, but has no high hopes for success, though he knows an attempt must be made. Suddenly, Colossus is bombarded by an energy field, trapping him, Xavier hopes that it will slow him down long enough for Stevie and he to mount a proper response. Xavier knows that this can only be done from one place - the Danger Room. Entering the high-tech training facility, Stevie asks ‘It’s him or us, isn’t it?’ and if that is what the Shadow King is after, where he gets his thrills, before declaring that the only way to stop Peter is to kill him. But Xavier programs something into the Danger Room computer, ‘That is only for the unimaginative, Stevie’ he tells his ally.
‘Come out, come out, comrade Professor…wherever you are!’ Colossus shouts. Xavier recognizes Peter’s voice, but knows it is the Shadow King’s taunt. As Peter enters the Danger Room, Xavier cannot help but wonder if Peter is aware of what he is being forced to do. Peter looks around and the Shadow King finds an awfully familiar scenario playing out before him - many years ago, Charles Xavier and Amahl Farouk’s early encounter. ‘Nothing like returning to the scene of the crime, eh, Charles?’ the Shadow King asks through Colossus. Xavier thinks to himself that is the King’s style, drawing sustenance from the pain and hatred, the negative emotions of his victims. The nobler the soul, the more decent the spirit…the more the Shadow King glories in its corruption. A feast for an insatiable gourmand.
‘Your Danger Room’s doing, I trust? Artfully mixing reality and illusion to replicate any location imaginable?’ the Shadow King asks, once again through Colossus. ‘How fitting, that for our last encounter…you resurrect the setting of our first!’ the Shadow King booms, his astral appearance taking form once more, hovering over the re-created Amahl Farouk image. The Shadow King declares that he lived a lifetime in the form of Amahl Farouk, that the body served him well. ‘Perhaps I grew too comfortable in it, too complacent’ he decides, suggesting that it may have been the edge that allowed Xavier to previously defeat him. ‘And there, I merely assumed all these years…the better man won!’ Xavier replies.
‘Then, quite possible…but not now!’ The Shadow King exclaims as Colossus grabs Xavier in the Danger Room, while the Shadow King tells him that his corporeal host died, and his psychic essence survived on the Astral Plane. ’Tell me, Charles. Will you be able to do the same?’ the Shadow King asks. ’Let’s find out, shall well?’ he suggests as Colossus begins to smash Xavier to the floor - only for Colossus’ fists to go through it, as he merely grabbed a hologram. The Shadow King’s astral form grins wickedly, his narrow purple tongue darts in and out of his jagged-teeth mouth. ’What a sneaky little toad you’ve become, Charles…deceiving the master deceiver with a hologram!’ the Shadow King shouts, before asking Xavier if he has anymore surprises up his sleeve.
Indeed, Colossus is suddenly grabbed by some of the Danger Room’s equipment, and the Shadow King boasts that he feels Colossus’ pain, and remarks that if it is bad for him, how it must be worse for Colossus. ‘He’s right…’ Stevie begins, up in the Danger Room’s control booth. ‘I know’ Xavier thinks to himself, watching as Colossus is strung up before him. Xavier realizes that this is only the beginning, reminding himself that the Danger Room is designed to test the capabilities of his students to their absolute limit, and in Colossus’ case, Xavier pushes him far beyond, trying desperately to find a weakness, a means to disable or restrain Colossus without doing him more than superficial harm.
Stevie watches, upset, as the tests continue. Xavier tells himself that the Shadow King is his true enemy, the one he should really be fighting, but cannot turn his attention to him until Colossus has been dealt with. ‘The lad is simply too dangerous’. But, as with the hatch, Xavier realizes that he should have known better, for although Colossus is the Shadow King’s slave, he is no less resourceful, no less courageous, no less determined because of it. Xavier watches as Colossus manages to destroy some of the Danger Room equipment, and realizes that he trained Piotr too well, and decides that under any other circumstances, he would be proud.
‘He’s busting loose!’ Stevie exclaims, before jumping back from the control panel as sparks flare, and she alerts Xavier that the controls are short-circuiting. ‘Hi, Stevie!’ Colossus shouts as he leaps through the control booth window, shattering the glass everywhere. ‘Bye, Stevie!’ Piotr adds as he grabs Stevie by the throat and holds her up off the ground. ‘The moment of truth’ Xavier thinks to himself as he lunges at Colossus and wraps his own arms around Peter’s neck as he clings to his back, knowing that the slightest misjudgment and Peter can break their bones like the driest, most fragile of twigs.
But, as Xavier anticipated, Piotr drops Steve so that he can get a hold of him, but before Colossus can do that, Xavier plunges deep into his mind. Stevie drops to the floor as Xavier is a blazing, burning, blinding lance into a world brimful of miasmic shadows. Xavier hears a howl of rage, but doesn’t know if it is Peter’s cry, the Shadow King’s, his own, or every one’s. The Shadow King resists, and to Xavier’s amazement, on some levels so does Colossus himself. Flames pour around Xavier and Colossus as Charles finds himself immersed in a whole new life - that of an artist named Peter Nicholas.
Xavier tells himself that it is as though Colossus had been reborn, without the slightest awareness of his true self or past, and in the process, being granted his heart’s desire, the ability to express his inner vision through art. Xavier realizes that Colossus was a happy man, who had found a measure of inner and outer peace - that is until the Shadow King clamed him. Though it breaks his heart, Xavier knows what he must do, for beneath the world of Peter Nicholas, likes that of Peter Rasputin, locked tight away.
Colossus screams as Xavier shatters those mental locks, tears down the walls, bringing the real Colossus once more to a full awareness of who and what he is, and thus, in the process, banishing all hold the Shadow King has on him. Colossus falls to the ground, the shock is more than anybody should have to endure. ‘Or, I think bitterly, have to inflict’ Xavier tells himself, before at last, mercifully, Colossus falls unconscious.
Meanwhile, in Washington DC, ‘You are not well, Reisz’ exclaims Dr. Lian Shen as she holds a telephone and approaches FBI Agent Jacob Reisz, the Shadow King’s current physical host. Slumped over in a throne-like chair, Reisz replies ‘In the point of fact, Dr. Shen, I - in the traditional corporeal sense of the word - am quite dead’. The Shadow King’s astral form appears and reminds Shen that this is why she serves him, to help him maintain the physicality that houses his spirit. ‘Keep putting this kind of strain on it, dread Lord, and you may find yourself summarily evicted!’ Shen exclaims.
Shen reminds the Shadow King that Reisz’s body “lives” because he devotes a portion of his being to maintaining its systems, and points out that maintaining direct control over his surrogates, as he did with Colossus, diverts his concentration and strength. ‘Waging a pitched battle with a telepath like Xavier is infinitely worse!’ Shen adds.
Shen points out that there is a small grace period, but that if the Shadow King stays away too long, pushes himself too hard, the body will deteriorate even beyond his ability to restore it. ‘I stand corrected, physician’ the Shadow King, through Reisz, admits, before asking her, since she raised the subject, if she has a resolution. ‘Only the most obvious. You need a new host’ Shen reveals, adding that it needs to ideally be one that has not already perished before he takes possession of it.
The Shadow King informs Shen that he has several candidates in mind, but the question still to be answered is which will best serve his purposes. He adds that it is a shame to lose the Jacob Reisz identity, for as a senior FBI inspector and chief aide to Valerie Cooper, the President’s National Security Advisor for Para-human Affairs, Reisz was extraordinarily useful to him. ‘Forgive my presumption, dread Lord…but serve what purpose?’ Shen asks. ‘The destruction of Charles Xavier and his X-Men?’ The Shadow King, through Reisz of course, pours himself a alcoholic drink and replies ‘That, my pet, is business well mixed with pleasure. Fitting revenge for past defeats!’
‘But to what end? Are we toys? Is this some game?’ Shen asks, to which the Shadow King replies ‘The greatest of games, Lian, for the ultimate stakes’. He reminds her that, firstly he achieved power over himself, using his mind to explore the infinite potentials of fleshy experience, and then transcend their limitations. ‘So long as a thought remains to me, I cannot die’ The Shadow King reveals, adding that he then learned to control those around him. ‘I drew sustenance from the shadows in human souls. The stronger I grow, the wider my influence spreads’ he boasts. ‘Until the whole world is plunged into darkness?’ Lian asks. ‘My dear Lian, how limited, how finite, how…human…your outlook’ the Shadow King tells her, asking why he should settle for just the Earth, when he can claim the stars?
Meanwhile…on the grounds beyond the Muir Island Research Center, three members of the Uncanny X-Men are on the hunt! ‘Wolverine! Do we have to be stinking and sweating out here?’ complains Jubilation Lee a.k.a. Jubilee as she and Remy “Gambit” LeBeau follow Wolverine through the forest. Wolverine a.k.a. Logan, tells Jubilee to be quiet, ‘The hunt is on and I’m in no mood to be the prey!’ he exclaims, to which the trench-coat wearing Gambit asks if that is so. ‘Change of pace I be seeing - you on the side of the winners?’ he remarks. Jubilee asks Logan if he is going to let Gambit get away with a remark like that, to which Logan replies ‘Gambit plays the cards he gets, girl. I deal them. I know it. He knows it!’
Jubilee turns to Gambit and scowls: ‘Chew on that cud, you gumbo geek!’ she tells him, only to get smacked in the face by Gambits’ fist, as Remy tells her that she has a big mouth. Rubbing her face, Jubilee creates some of her plasma “fireworks” and warns Gambit that she is going to cram a fistful of them down his pretty boy mouth. ‘Do tell’ Gambit replies as he brings out his staff, which he uses to smack Jubilee over, again. ‘Like I say t’yah boyfriend not long ago…bang. You dead!’ he exclaims as he presses the sharp point of the staff to her forehead, drawing blood.
‘No!’ Logan exclaims as he presses his adamantium claws to Gambit’s stomach, enabling Jubilee to get up, and she begins to run away. Logan tells Gambit to let her go, as she is not much in the way of prey for hunters like the two of them. ‘Prey? You better pray!’ Jubilee calls back as she mumbles that Wolverine and Gambit are a bunch of sirloin sacks and ticking her off. ‘I’m gonna go join Rogue’s hunting party, where girls are girls and guys are goobers!’ she exclaims.
Gambit turns to Wolverine and asks him if he is afraid. ‘Fight the fight? Stalk the big game?’ he remarks, adding that the Shadow King says playthings are hunting for fun. ‘You say no? Yah afraid, hey?’. Logan replies that what he is, is too smart for it. ‘There’s still a part of me left which can say no. I haven’t given in…not now…not yet…’ Logan exclaims as he storms off. Gambit calls Wolverine a coward and throws some kinetically-charged playing cards at him, which land in a tree, inches from Wolverine’s face. ‘Don’t push your luck, boy!’ Wolverine exclaims, warning Gambit that next time he tries that stunt, he better be prepared to back it up with a lot more than grin. ‘Be a sure bet!’ Gambit retorts.
‘Nothing’s a sure bet, boy. You’ll learn that someday…’ Wolverine remarks, as he makes his way further from, Gambit, telling himself that he had to get away, that he can’t fight the urge much longer, as the Shadow King’s vibes are pounding his skull, filling him with a bloodlust. ‘Just want to smell the sweat of fear on my prey - the hot blood taste of a fresh kill’ Logan mumbles, when suddenly, someone grabs his foot and tosses him into a stream. ‘You’re nailed, old man! Round one goes to Forge!’ Forge exclaims as he stands over Wolverine, who snarls ‘Not yet, Cheyenne!’ and lunges up at Forge, ‘Time for you to DIE!’ Wolverine shouts as he presses his knuckles to Forge’s face, ready to unsheathe his claws, only for Forge to place a device on Wolverine’s head: ‘I don’t think so, Wolverine. It’s time for you to rejoin the land of the living!’ Forge exclaims.
Wolverine screams and clutches his head. ‘Sorry about that’ Forge mumbles as Wolverine falls over into the stream, unconscious. Forge remarks that the device is a neurosynaptic buffer that he whipped up, and that it does a spiffy job of blocking out the Shadow King’s telepathic wavelengths. ‘It hurts worse than slipping on a pair of shoes three sizes too small!’ Forge admits, before declaring that he has to now wait for Wolverine to regain consciousness so they can figure out what to do next.
Suddenly, a voice shouts ‘The answer t’that one’s easy, sugah…ya die, a noble, sacrificial lamb in the master’s hallowed hunt!’. Forge turns and sees Rogue hovering over him, sporting a odd new costume, as Forge urges Rogue to fight the Shadow King’s control. Rogue calls Forge and idiot and tells him that this is what she wants. ‘Ah can taste the anger, smell the venom, touch the heart of evil!’ she snarls, asking Forge if he has any idea what that is like. ‘More than you can ever know, girl’ Forge replies as Rogue lunges at him. ‘I’m sorry, child…but you don’t leave me much choice!’ Forge tells Rogue as he raises a powerful gun, ‘Say goodbye to your “master”!’ Forge shouts as he fires his weapon, close range, at Rogue, knocking her backwards.
Meanwhile, outside of Salem Center, Westchester, rain pours down as Xavier and Stevie help Colossus to walk. Xavier thinks to himself that it has taken them hours to stagger into town, seeking medical attention. He knows that Peter and Stevie are both emotionally and physically exhausted. ‘And I?’ he thinks to himself. ‘I’ve been tired for a very long time’. In the distance, through the rain, the trio see smoke in Salem Center. Xavier remarks that something is wrong in Salem Center, and tells his companions that the entire town appears to have been party to some kind of rioting.
Loud shouts can be heard: Die! Go home! Go back to Africa!, and a crowd comes into view, Xavier sees the mob, armed with various weapons, chasing down a small boy. ‘The crowd is gripped in some kind of feral anger!’ Xavier exclaims. ‘Blind, unthinking, uncaring hatred!’. Colossus frowns, while Stevie looks shocked, before Xavier rushes forward, ‘NO!’ he booms, coming in between the boy and the mob. ‘Stay back!’ Xavier warns them. ‘Look at yourselves! This is but a child!’ Xavier exclaims, asking them what madness has come over them.
The mob stays a few feet away from Xavier and the boy as the Shadow King’s astral form appears. ‘The same madness poor Colossus only too recently enjoyed, Charles. My kind of madness!’ the villain booms. ‘Revel in it. Luxuriate in it. I do’ the Shadow King exclaims, boasting that this is his world now, his dream. ‘It has taken me years to achieve it. I intend to enjoy it. Did you think I’d settle for anything less?’ he asks. An image of Wolverine, lying motionless in the stream is thrust into Xavier’s mind, and the Shadow King tells him that his children lie dying at each other’s hand. ‘Your dream is shattered. You have lost! This world is mine!’ the Shadow King booms.
‘No’ Charles whispers. ‘NO!’ he shouts, while Colossus and Stevie run through the rain, approaching Xavier. Peter exclaims that the Shadow King is hone, but that his influence pervades the townsfolk, and suggests to Xavier that they leave. Xavier replies that he knows, and that there is much work to be done. He points out that the child is thankfully unhurt, before Colossus asks what they can do, as the X-Men are captive. ‘Even you are no match for the Shadow King’s powers’ Colossus remarks, but Charles declares that they will not surrender. ‘The Shadow King prides himself on being the antithesis of my dream - in many ways, claiming responsibility for my very founding of the X-Men - then let us play the hand he deals us - it is time to find my first students - we need the help of…X-FACTOR!’.