Disclaimer: Everyone but Dawn and other fictional characters belong to Marvel, the rest are mine.

Author's Note: All right, I've been waiting for quite a while to do this. I like Nate quite a bit for some reason and decided to stick him in here somewhere, so I figured Onslaught was as good a place as any. Well, maybe not, but it WAS the most convenient...

Onslaught tore through my memories without mercy, ripping off the layers of shields I had built to keep myself from being overwhelmed by other people's thoughts. He sifted through my memories like Apocalypse had, but even he hadn't been nearly so vicious about it. When he was done with me he fought his way into Threnody's essence, shredding the already fragile wall between out personalities.

"You fools!" he roared as her memories poured out before him. "In one fell blow you obliterated everything you had worked for! Mutants were destined to RULE the earth, but when you accomplished your goal you DESTROYED it?!"

"And I'd do it again, given half a chance," I/Threnody told him. Our personalities were beginning to merge somewhat since the barrier had been destroyed, and I was struggling to rebuild it even as we spoke. "That's what being human is, Onslaught, the conviction to stick to what you believe in, and to use your heart and soul to decide what's right. Obviously you've got the first part down, but the second..? I think you're only playing with half the deck on that part, pal."

"Silence!" he hissed again. "I am doing what must be done, but what no one else has accomplished thus far!" His eyes glowed as he glared at me and a portion of his armor opened up, revealing a murky blackness inside. "I shall deal with you later," he told me. "For now, you shall remain here." He picked me up and shoved me into the opening in the armor. I landed inside on something roughly resembling a ground amongst surroundings the was a little like a forest of thorns and tar. It was so dark inside... I shivered with fear and tried to calm myself down. It took a few minutes, but I managed to stop shaking. I looked around for an exit, but it was just so dark I couldn't see more then four feet in front of me.

:Where ARE we?: Threnody asked. I had, for the most part, succeeded in separating our personalities again, which was good. Of course, it wouldn't do us much good if we died...

:I think... we're INSIDE him?: I replied. :I can't see anything, but--:

:What's that?:

For a moment I didn't know what she was talking about, but then I heard it too. It was a soft, quiet sound coming off from the right. I tried to use my telepathy to find the source, but it didn't work very well inside Onslaught. With a sigh I crawled through the brambles and darkness until I found a slightly illuminated clearing with two figures in the middle. One was a small, blond boy, and the other a bald man in tattered clothes.

"H-hello?" I said tentatively. The boy's head shot up and I noticed he was very young, maybe five years old.

"Ch-Charlie?" he whispered in a terrified voice.

"No, my name's Dawn," I told him, moving out of the shadows and into the dim light. "Who're you?"

The boy looked relieved. "My name's Franklin," he told me, wiping a few tears from his blue eyes. "Franklin Richards. Did Onslaught put you here too?"

"Yeah," I replied. "Who's that with you?"

"This is Doctor X," Franklin told me. "I thought maybe he could help me, 'cause he's gots powers too, but he won't wake up."

"Doctor X..?" I took a good look at the man and gasped. "It's Professor Xavier!" I cried.

"Yes," Franklin nodded. "He's Mommy and Daddy's friend. D'you know him too?"

"Well, mostly by reputation," I admitted. "But I know his dream quite well. I've never met him personally, but I know he's a good man. Maybe if I can wake him up..?"

"Do you think he can get me home?" Franklin asked eagerly. "I miss Mommy and Daddy and Unca Ben and Unca Johnny."

"He might be able to," I replied, but in my heart I rather doubted it. Onslaught seemed to have stripped him of his will to live, and I wondered if it was even possible to wake him up. I reached out with my mind, but the psionic static in Onslaught stopped me from contacting him.

"What's wrong?" Franklin asked me.

"I'm not sure I can reach him," I told him. "My telepathy is more or less useless right now."

"You can do it, I know you can," Franklin urged me. "Just try again. Please? I... I wanna go home."

I looked into his tear filled eyes and sighed. How could I let down a kid this trusting? There HAD to be a way.

"Maybe I can get him empathically," I thought out loud.

"What's that mean?"

"With feelings. I don't use it very much, because telepathy works better, but it might help us now. I'm going to need your help, Franklin."

"Okay," he said. "Tell me what to do."

"Just... think," I instructed him. "Think about your Mom and Dad, and how much you care about them, and how much you want to get out. Can you do that?"

"Easy," Franklin agreed.

"Good," I smiled. "Keep doing it." Franklin shut his eyes and concentrated on doing as I had told him, and I touched his fore head with my left hand. I placed my right gently on Charles' head and tried to act as conduit between the two. Franklin's hope and trust were overwhelming--I hadn't thought it capable of an entire city. How could anyone NOT respond to that?

"Professor Xavier, wake up, please," I whispered. "We need you out here. Please wake up, Professor."

I felt a slight fluttering in his consciousness, but it was hard to tell. I concentrated harder and said, "Professor, can you hear me? My name's Dawn Embers, one of Generation X. I'm here with Franklin Richards. Please wake up, we need you."

Charles moaned a little and his eyes opened slightly. "Who..?" he said weakly.

"He's awake!" Franklin exclaimed, delighted. "I KNEW you could do it!"

"Are you okay, Professor?" I inquired.

"Nnnnh... Franklin?" Charles said, surprised. "And... Dawn? How did you two get here?!"

"I was hanging out with my new friend Charlie when some ugly scary man called Onslaught grabbed me and took me here," Franklin told him.

"I came here from Muir Island to investigate the disturbance in the astral plane," I explained. "I was trying to help out around the city when Onslaught took me. He's trying to use my powers to help him win. I was dropped in here and just kind of stumbled onto you and Franklin."

"Dear God..." Charles murmured. "Listen, the both of you. Onslaught will try to make you help him. DO NOT DO IT, whatever the cost. He's very bad, and very dangerous, so be careful. I don't believe he'll try to kill you, but there are plenty of other things he can do to try and make you help. Whatever he says, whatever he does, you must FIGHT him. Can you do that?"

"'Course we can," Franklin said. "But how?"

"Simply put, children, you cannot," Onslaught said, materializing behind us. "Don't you realize, Xavier, how powerless you are before me? Granted, I needed you... you, a crucible of conflicting emotions and untapped power that birthed me. But as you can see--I have grown far, FAR beyond THAT! I already HAVE the children!"

"Don't worry, sir," Franklin said as he began to fade out, "I'll be strong... just like... I promised."

"And THIS one," Onslaught said, turning to me, "One of your would-be proteges. Dead of the Legacy Virus, if I recall correctly, but able to return by sheer force of will. Unfortunate that some of your other, less fortunate acquaintances could not accompany her. Say a certain Dennis Hogan, perhaps?"

"Leave him alone!" I cried, remembering all the reports on a gene bashing incident near Westchester and sensing a source of great personal pain from Charles as it was mentioned. "It wasn't his fault, and you know it! There was nothing he could have done to prevent--"

"Quiet, child," Onslaught growled. I felt myself began to fade out and cried, "Don't worry about me and Franklin, Professor, we'll be all right! Don't give up!"

And then they were gone. I was lying next to Franklin in slightly different surroundings with glowing shackles around my hands.

"Are you okay?" Franklin asked me.

"More or less, yeah," I replied. I fluttered my still extended wings nervously. This was looking less then promising, and get less so every minute. But the strangest feeling was beginning in the back of my mind, like old, unused paths being rebuilt piece by piece. I couldn't tell if it was natural or not, but it felt surprisingly good.

"Frank, are YOU doing that?" I inquired.

"What?"

"Hmm. Guess not. Never mind, I thought... I just thought I felt something strange."

Franklin was beginning to look scared. "I don't like it here," he told me. "It's too dark, an'... an' I miss my mommy..."

"Shhhh... it's okay, Franklin," I told him, doing my best to hug him. "You'll see your mommy again. And if I can help it, nothing's going to happen to you when I'm around. So just be strong for me, okay?"

"O-okay," Franklin whispered, hugging me.

Time passed, though it was hard to tell how much. There wasn't a whole lot to do, but I kept Franklin's spirits up by telling him stories about what I had done in the past two months or so. However, my own spirits were starting to sink. I had no idea what was going on out there, but I suspected it wasn't anything good. Then, when that boy was tossed in, I was certain of it.

"Um, you all right?" I asked, getting up and walking over to him.

"Who..?" he said drowsily, opening an eye. He was dressed in blue and yellow leather and had brown hair with a white streak in the front, which was mildly surprising since it was kind of like mine.

"I'm Dawn and this is Franklin," I told him. "Who're you?"

"Nate," he replied, struggling to his feet. "Nate Grey. Uhnnn, have I had a horrible day."

"Who hasn't?" I muttered.

"Are you gonna help us?" Franklin asked Nate.

Nate gave me a look. I could tell he had experienced Onslaught's power himself, so knew that it would most likely be a losing battle. Still, there was Franklin, young, innocent, with hope enough for the world, looking at the both of us with those clear blue eyes. He sighed and said, "Sure, I'll try."

"But how?" I put in. "I know Franklin can warp reality, but Onslaught's blunting his powers. Right now I'm only a telepath, everything else I could do is more or less dead, and even telepathy is pretty defunct here. What can YOU do, Nate?"

"I'm a telepath and telekinetic," Nate said. "I--"

"Unca Ben!" Franklin cried in delight. Nate and I spun around and discovered images of The Thing seeming to pierce the foggy blackness of Onslaught. Snatches of the outside appeared. Manhattan in ruins, its heros fighting to protect it with all their might. I saw The Avengers, the Fantastic Four, and the X-Men, just like Shrive had said.

"It's... it's all coming true..." Nate murmured.

"Nate?" I said. "What are you saying? You don't look so good."

"What's comin' true, mister?" Franklin inquired.

"Onslaught was in my mind..." Nate told us. "He looked through my memories of my world, and he's using them as blue prints. I... my world is--WAS--ruled by someone a lot like Onslaught--"

"Apocalypse," I murmured.

"You KNOW?" Nate asked, surprised. "How..?"

"Nate, meet my alternate self from your reality, Threnody," I said, letting her assume control. Nate started a little, evidently surprised at the name and also the fact that I changed form a little bit, my wings disappearing and my hair shortening. My 'physical' form was reacting to my mental state, it seemed, so had assumed Threnody's aspect.

"Hey, Nate," she said. "I didn't know anyone else crossed over."

"This is TOO strange," Nate muttered.

"Well, after those bombs blew me up *I* didn't expect to come here either," she shrugged. "Fate's kinda funny that way, huh?"

"Where do you... I mean she... where do YOU go when you're not in control?" Nate asked.

"Threnody, please," she told him. "It's what I've gone by for a good four years or so, and it's less confusing then calling both of us Dawn. And for your information, I don't really 'go' anywhere, I'm always up here." She tapped my head. "I'm just not conscious most of the time, is all. Now I'm going to let Dawn resume control, all right?" She faded back out and my body returned to 'my' aspect.

"Kind of a coincidence, no?" I said. "That Onslaught would want both of us, and we're both sort of left over from that reality warp a while ago. Well, that and the fact that we should both be dead right now."

"How'd you do that?" Franklin asked me.

"Do what?"

"Change. Y'know, when the other girl showed up. How'd you do that?"

"Well, I'm actually made of psionic energy, kind of like Onslaught. My body died a while ago, but I came back to life this morning. Anyway, it looks like I can change shape a little bit when Threnody takes over my mind, 'cause my mind is all that's holding me together, and since her mind was in control I looked like her." I paused for a minute. "This isn't making any sense, is it?"

"Not really," Nate said.

"Didn't think so."

Suddenly the surroundings shook violently, like we were in an earthquake. It only lasted a moment, but that was enough to sufficiently rattle us.

"What's happening?" Franklin asked.

"They're fighting out there," Nate observed, looking at the brief images that flickered past us. "We have to do SOMEthing to help. There's no way I'm going to stand by and watch THIS world die too!"

"But what CAN we do?" I said. "We can't even get out of these psionic manacles!"

"Well, I was thinkin'..." Franklin said. "Onslaught wants us 'cause we c'n do anything, right?"

"Pretty much, yeah," Nate agreed. "So what's your point?"

"Well... if we c'n do anything, maybe we c'n get outta here if we try hard enough?"

"I don't know, Nate, do you think we could..?" I said.

"Well, it's worth a try." We concentrated on freeing ourselves of the shackles, and Franklin and Nate's disappeared. Mine, however, remained tightly around my wrists.

"I can't >urrmph!< budge them," I told them. "And >gack!< the pain's started up again!"

"What pain?" Nate asked alertly.

"I've been feeling it >mmph!< ever since Onslaught manifested," I told him. "It was gone for a while, but now I can feel it again."

"The lights're fading!" Franklin said, pointing to my hands. The psionic shackles were indeed flickering, as if they were being drained somehow...

"Hey, let me try something," I said. I concentrated on tapping into the manacles and draining their power. "What do you know, I was right!" I exclaimed as they faded out of existence.

"About?" Nate said.

"Onslaught's made of psionic energy like me," I explained as I rubbed my wrists. "I thought we might be too alike for me to break his hold, so I just drained the power instead. Apparently our particular energy signatures are similarly charged, so I could absorb his energy. Or something like that."

"Tell me," Nate said thoughtfully, "Does it bother you when you talk nonsense?"

"Well, it used to," I shrugged.

"And what changed that?"

"I wear an X now."

"Um," Nate said. "But now that we're free, what can we do?"

Good question.

"But... can't you FEEL it?" Franklin put in. "Somethin's happening in Onslaught."

"He's right," I said. "This is strange, it's like there's someone else trying to get in here."

Before Nate could say anything we heard a voice. "There they are!" it said. I recognized it as Professor Xavier. What was HE doing here? "Nate--take my hand!" I saw his hand reaching through the fog of Onslaught, followed by the rest of his body and... Magneto?!

"Take your hand?" Nate repeated incredulously. "Good-bye, frying pan--hello, fire! I'm supposed to TRUST you? Look around! This IS you! You became everything people said you feared--a mutant out of control! I'm always on the run because of maniacs like you!"

"Nate, stop it!" I said. "Professor Xavier's not the enemy! It wasn't his fault this happened!"

"No, child, I'm afraid it was," Charles said sadly. "In a moment of arrogance, I tried to play God. I tried to remove Magneto of what was his right to possess, and this is the price of my folly. Your trust in me is undeserved."

"No, it's not," I snapped. "You did what you thought you HAD to do, I can see that clearly in your mind. It wasn't right, we both know that, but you did what you had to to stop the madness. I believe in you, Professor. Me and Franklin both." I reached towards his hand, clasping Franklin to me. "Come on, Nate! TRUST him! Trust ME! You have to, or we'll all die!"

Nate looked at me like I was insane, but shook his head. He took a deep breath and said, "All right, I'll trust you. Win or lose, the running stops, here and now." He grabbed my hand and reached towards Charles, using his powers to reach. I did the same, trying to touch either the Professor or Magneto with my mind. Franklin strained his reality warping abilities to their limits, helping create the path out. It was difficult, but we were steadily making progress when Onslaught began to shake and the thorny paths we were standing on began to disintegrate.

"It's happening!" Charles cried. "Onslaught's vanishing! Nathan! Dawn! Franklin! If we're going to pull you free, it has to be now!"

"Nate, Frank, push harder!" I cried. "I think I've secured the exit, but I can't hold it for long!"

"Push your power to it's fullest, Frank!" Nate told Franklin. "You have to reach out as hard as you can--and help hold open that exit! Do you understand?"

"I do, mister," he said, clutching at my side, "...I do."

Nate reached for Charles' hand one final time and finally caught it. We were abruptly yanked out of Onslaught and found ourselves plunging towards the ground several hundred feet below us. I desperately flapped my wings, trying to keep hold of Franklin at the same time. I didn't have to worry about hanging on to Nate--he had grabbed my waist in a death grip. He seemed to be in shock, which was unfortunate because I really could have used his telekinesis right about that time. What made matters even worse was the fact that we were all exhausted from fighting to get out of Onslaught, so soon my wings began to falter. I had nearly passed out when one of the X-Men, Rogue, grabbed us all and flew us down to the ground.

"I caught 'em, Pr'fessah," she said as she alighted on the edge of the charred crater that had been the battle ground. "Franklin, he's fine... but Nate... he's not movin'... an' Dawn... she ain't even breathin'..."

"Nate..? Dawn..?" Charles murmured in an appalled voice.

">koff<" Nate gasped. "Present and... >koff<... accounted for. Just a little shell shocked." I sensed him turning to me. "Dawn..?" he said.

"Nnnnhhhh..." I moaned, rubbing my neck and opening my eyes. "I'm fine, Nate... Professor. Just a little... overwhelmed, is all. I don't breath anyway. What... what happened out here?"

"A victory or a tragedy, depending on who you ask," Magneto said, looking over the huge crater.

"You were a brave boy today, Franklin," Charles said. "Your parents would have been very proud."

"Where... where are they? Mommy and Daddy and Unca Ben and Unca Johnny... where did they go?" Franklin asked Charles.

"To make the noblest sacrifice of all, Franklin," Charles told him. "They gave of themselves... so the world might live."

"They'll be back, won't they?" Franklin inquired.

Charles hesitated. "...You'll see them again someday. I promise. In the meantime, so long as you hold them in your heart... they will always be with us."

:They're... gone, aren't they?: I sent sadly.

:Yes, I fear they are,: Charles thought. :Onslaught needed a vessel to be contained in if we were to have any chance of defeating himat all. The Avengers and the Fantastic Four gave their lives for us, and we were forced to destroy them, God help us...:

I sat for a moment on the charred crater, looking at Franklin, who had found a small blue ball and was playing with it. His parents were gone; I understood how that felt. But what made it a real tragedy was that it had been his mother and father he had really been fighting for. How sad for him to surmount one obstacle only to be denied the one thing he really wanted. Inevitably, my thoughts drifted back to my missing friend. Would I find Glenn only to lose him once more? I sat down and put my face in my arms and said a silent prayer for the world.