Disclaimer: The Phalanx and Emplate belong to Marvel, but that's it.

Author's Note: Okay, a lot of people were asking me what's up with Karen's brother. Well, here it is. Hope you enjoy... (and yes, I *will* get into a better explanation of it later...)

:This is a really *bad* thing,: I sent, peering through the railing of the second floor landing with Shrive.

:No kidding,: Shrive replied. :Do *you* know how to kill Phalanx?:

:Um, let me think for a minute,: I replied, watching the yellowish-brown creatures slither through what would've been the south wall had it still been in existence. There weren't terribly many of them--only half a dozen at most--but from what I'd heard half a dozen was *more* than enough.

:Well, there's basically two choices,: I sent. :One is blowing them up beyond their ability to pull themselves back together. Another is physically ripping them apart. Other than that there isn't that much we can do. They adapt to energy-based powers with amazing speed, and psi-powers only work once.:

:And here we are, two mutants with more or less passive powers when it comes to brute strength, trying to hold them at bay while the others clear out? We are *dead*.:

:*Thank* you for your encouragement.:

:I'm not being negative. I'm being realistic.:

:Oh, yes, I'm feeling positively motivated now.:

:But back to business..?:

:Yeah?:

:We *can* use our psi powers at *least* once, right?:

:Well, in theory...:

:So we each get at least a shot apiece if we strike simultaneously?:

:I hope so, otherwise this is going to be a *very* short fight.: I sent my mind back over to Verney and the others hopefully. :How goes the evacuation?:

:Derrick is in the woods, and I am attending to Grace now,: Verney replied promptly. :However, I'm not certain how to handle Vance...:

:We'll get him on the way out. Don't worry about it.:

:As you wish, Dawn.:

I dropped the link and turned back to Shrive. :What are they *waiting* for?: I asked. :They're not *doing* anything.:

:Why would they waste the energy? They know they'll find us sooner or later. Besides, they're probably in the process of scanning the place.:

:Damn, I wish I was still a medium..! These guys would be toast *so* fast...:

:Don't think about that now. We're supposed to be buying everyone time...:

:Yeah, yeah, yeah. Count of three, then?:

:Sure.:

:Okay. One... two... three!:

Shrive and I lashed out with out telepathy as swiftly as possible, praying that it would be effective against a collective intelligence. We were in luck--our psi blasts all but obliterated our two separate targets within the first second or so of the attack. I figured it was because, as techno-organic beings, they depended on their minds to hold their bodies together. When one goes, the other was bound to follow...

"Mutagenic signature found: locked," one said as another sifted through the remains of its comrade. "Recalibrating for psionic abilities..."

:Shit, they're fast,: Shrive cursed, scooting away from the railing. :C'mon, we need to get out of here. Verney's clear, we've got two already, and you still need to wake up Vance.:

:I know... but look at that,: I sent, pointing at the downed Phalanx. Two others had approached the corpse (?) and were... absorbing it?

:They're scrapping it for spare parts!: I exclaimed, sickened. :That's--:

:DUCK!:

Shrive pushed me flat just as a laser of some sort fwisssshed over my head, so close I could feel the movement in the air just above me.

:You'd better be careful or you're going to get your head taken off, psionic entity or not,: he said reproachfully. :Now come ON! They're coming up the stairs!:

Nodding, I scrambled to my feet and fled to the room where Vance was still lying on the bed, frozen in shock. The shivers had subsided, thankfully, but he still didn't look very chipper.

Vance, forgive me for this, but we've *got* to get out of here...

:Vance--WAKE UP!: I "screamed" into his mind. It was *not* a gentle tactic, but it was the quickest, easiest way I knew to get a response from someone.

In Vance's case, the response I got mostly involved him all but flying off the bed and yelping in pain.

"Ow!" he cried, cradling his head. He glared at me accusingly. "What the hell did you do *that* f--"

A bulbous mass of techno-organics exploded through the hastily-closed door. Vance's eyes nearly tripled their size.

"Oh," he said, and, at my nod, stepped through the wall and outside.

"Our turn," I said, turning to Shrive. We hurried to the balcony as the TO mesh began to form a face, and I launched myself into the air. Once I'd reached the proper altitude I motioned for Shrive to jump himself.

:Your turn, bud,: I sent as I circled lower.

:Are you *sure* you'll catch me in time?: Shrive asked, looking a little queasy.

:I'm *sure*. Now jump or that thing is going to put a laser through your back!:

This was all the added incentive he needed. I was already almost on top of him by the time he hurled himself from the balcony, and I wrapped my arms around his chest, just under his armpits. The added weight almost drove me to the ground; Shrive was a *lot* heavier (and taller) than Vance had been, and my body was already *very* unhappy with me. This was *really* going to hurt in the morning.

"This doesn't feel very safe!" Shrive cried as I concentrated on gaining altitude.

"If you'd like to walk be my guest!" I snapped. "If I were 6"3 and could lift a Toyota this'd be no problem, but as it happens I'm 5"1 and could barely lift my parents' television. *You* weigh considerably more. Now shut up and stay still while I try to save our butts, okay?"

"..."

"Thank you."

I concentrated on flying towards the arranged meeting place, and Shrive craned his neck around to look back the way we'd come. I heard him sigh.

"Poor Derrick. We broke his house."

I felt a pang of guilt at that, too. "Well, he's got to have insurance..."

"For 'Destruction by Rampant Aliens'?"

"Well, his parents *are* in Professor Xavier's Mutant Underground."

"You've got a good point."

After that I stopped talking and focused on flying. In another minute or so we were at the clearing Derrick had described, and I was exhausted. My wings *hurt*. I wasn't used to this much weight on them, and it felt like there were red-hot pins shooting through the bases. I set Shrive down first and proceeded to stumble to a halt, covered in sweat.

"Are you all right?" Verney, who was a little behind the treeline with the other three, inquired.

"I'm okay, but I don't think I'll be flying much anymore," I said, retracting my wings painfully. "Where's Vance?"

"Right here," he replied, stepping through a tree and into sight. "Sorry I took so long--I had to jog all the way here."

"That's okay," Derrick said, though he still looked somewhat disoriented. "We need a plan, though..."

"I don't even get how this is *happening*, though!" I exclaimed, sitting on a fallen log. It felt somewhat spongy with decay--I ignored it. "The Phalanx are supposed to be *dead*! I read it in the files!"

"Guess no one told them that," Shrive said, taking a seat on the ground.

"Oh, we *knew*."

What?! The Phalanx couldn't've gotten here that fast!

"We were merely waiting," the voice continued smoothly. It was slightly hoarse, female...

Karen. Oh crap.

She moved into the light, her eyes still flat and lifeless. Her metal face was tarnished and a little charred from the electricity she had been emitting earlier, I guessed. She did *not* look amused.

"We were biding our time, waiting for *this one* to become one of us."

"This one"? That's not Karen...

"You're speaking through her, aren't you," I stated flatly.

"Affirmative. Phalanx-Smith has yet to recover from the compromise of her system integrity."

"How lovely. Using one of your own as a puppet."

"Negative. There is no one, only the many. We are the Collective. There are no individual entities."

I sighed. "All right. I'll buy that. For now. But if you would answer one question..?"

"Proceed."

"Why are you after Derrick?"

"Irrelevant."

"Dang."

"You didn't really think that would work, did you?" murmured Vance from behind my shoulder.

"No, but it was worth a shot, wasn't it?" I shrugged. What did we do now, I wondered..? Fight to the death? Wait for the Phalanx? What?

"Designate: Hawthorn, Derrick, found," the beings looking through Karen's eyes said. "Acquisition immin--"

Something between a scream and a howl sounded from behind my back, and a blur of auburn streaked past me and launched itself at Karen. It took me a moment to realize this was Grace, but not as I'd last seen her. *This* Grace had a blunt muzzle full of sharp, white teeth, a great deal of russet fur, and some *very* large claws.

"Derrick run!" she cried, slashing at Karen's face. The girl screamed and tried to block the blows, stumbling backwards under Grace's weight. There was the sickening screech of nails skidding across metal, and Grace's claws came away with a fistful of cloth from Karen's shirt.

"Verney, get Derrick away from here!" I screamed as Grace snarled and took another swipe at Karen. Verney nodded and shoved Derrick towards the woods, being careful not to slash him. I wondered for a moment why he didn't simply teleport away until I realized that Verney was probably tired as well. I hoped he'd had time to take his supplement--he was expending energy pretty quickly.

Grace, meanwhile, was going for the jugular. Literally. She had one hand around Karen's neck and the other fending off the other girl's ineffective strikes. I knew with a sickening certainty that she was going to pull Karen's head off...

:Grace, LET GO!: Shrive "screamed" at the top of his psychic lungs. Grace was so startled she released her hold on Karen's neck and fell to the ground, arms flailing wildly for purchase.

"Why did you *do* that?!" Vance demanded, glaring at Shrive so fiercely I thought he was going to shoot a Cyclops-esque ray from his eyes.

"Because she's not just some techno-organic pawn, she's my *friend*!" Shrive hissed as Grace scooted away from the reeling Karen. "I will *not* let you hurt her!"

"Oh, so you want us to stand here and let her kill us?!"

"Look, you a--"

"EXCUSE me!" I stamped a foot on the ground. It made virtually *no* noise. Oh well, it was the thought that counted.

The two looked at me guiltily, and I indicated Karen, who was staggering to her feet. "Geez, people, can we prioritize a little here?!" I snapped. "We've got Phalanx coming out of our ears and you're calling each other names! Pardon me for a moment..."

Karen, still looking disoriented, made a clumsy lunge for Grace, who was clearly ready for it. She ducked out of the way, which gave me the perfect opportunity to introduce her face to my foot. Kicking her hurt a little less than it had last time, now that I was prepared for it, and I noted with pride that, although it stung, I hadn't broken any more bones. Karen, who'd already taken a lot of abuse, stumbled backwards and into a tree.

I turned back to Shrive and Vance, hands on my hips. "Now let's get out of here before the *other* Phalanx get here!" I said. "I for one do *not* want to be here when she comes to her senses, especially not if the place is swarming with her little friends! Come *on*!"

Without looking back, I started to jog in the direction Derrick and Verney had gone. Grace soon pulled up even with me, grinning from ear to ear. Apparently my little scene had amused her, which was fine with me. Just as long as the other two had gotten the message...

I heard footsteps behind me and spared a glance over my shoulder. Shrive and Vance were indeed following us, although the former with some reluctance. I could imagine how he felt; he clearly wanted to go after Karen, but he knew there wasn't anything he could do...

:Did the files you read say anything about *curing* the Phalanx..?: came Shrive's mindvoice after several moments of silence.

:Not that I remember,: I said regretfully. :I think... I think we might have to kill her.:

:What?! NO!:

Shrive skidded to an abrupt halt, almost tripping over an exposed root. I stopped running as well, and turned around to face him, while Vance and Grace looked on in confusion.

"Shrive, I don't *want* to kill her! You *know* I don't! I just said we *might*--"

"THERE IS NO 'MIGHT' ABOUT IT!" Shrive screamed at the top of his lungs, causing us all to wince. "WE ARE NOT GOING TO KILL KAREN!"

"Shrive, calm down!" I said, hoping he wasn't about to go postal on us. We didn't need *two* insane mutants after us...

"No, I will *not*," he grated between clenched teeth. "Dawn, *you* were in love once. I read your file. You shared a mind-link with him... Glenn, wasn't it?"

I swallowed, and discovered a cold, hard lump blocking my throat. I tried to avoid his eyes--I'd never mentioned Glenn to *him*. I'd barely talked of him to my *friends* when I'd returned, even though they all knew how desperately I wanted to find him. I didn't want to discuss him *here*...

"Yeah," I said hoarsely. I don't know why. Perhaps I was driven by some masochistic urge to twist the knife even *deeper* into myself...

Shrive nodded. "Well, how did it feel when *he* died..?"

"I..." I swallowed hard again. "It felt like a vacuum in my soul. I... *I* wanted to die."

"And that's how I would feel."

"I... see your point," I confessed, relenting to the emotional blackmail. I looked at him and wiped at an unshed tear. "You utter *jerk*," I said, pointing at him accusingly. "That was *low*."

"Desperate times, desperate measures."

"Well, if you're not going to kill her, I sincerely hope you've got another plan," Vance put in. "Because if you don't things are going to get very interesting around here."

Shrive hesitated for a very, very long time. I was beginning to wonder if he'd dropped into catatonia when he finally spoke up.

"Yeah, I have a plan," he nodded slowly.

"Then please, share with the group," Vance said dryly.

:Now don't get snippy...: I sent with a tinge of humor. Vance raised an eyebrow in my direction but said nothing.

Shrive sighed and rubbed his neck again. "Well, she still cares about her brother," he said reluctantly. "Don't ask me how, I just *know*. She *might* talk to him. Maybe we can find out what's going on."

"That'd be nice, but we don't know where he *is*," I said, spreading my hands helplessly. "And I seriously doubt we're going to be able to track him down in--"

"He's already here."

I did a double take. "What? Where?"

"He's right here." Shrive ran a tired hand through his hair. He smiled wearily at my shocked expression.

"Then he..?"

"That's right. He's me."