When Telos saw the first two X-Men films, he thought they were great and decided to see all the other Marvel films he could get his hands on. However, he was severely disappointed by X-Men: The Last Stand. The special effects were great, but Cyclops was killed off quite early and Mystique lost her powers, not to mention how ridiculously powerful they made the Phoenix. Like, blowing people up? Come on! The story lacked depth, and characters that he hoped to be included, such as Blob, Avalanche, Quicksilver, Scarlet Witch, Gambit, Omega Red and maybe even Emma Frost &/or Psylocke were absent. Nightcrawler did not appear and his absence was never explained, and Telos thought that Toad and Sabretooth shouldn't have died in the first film. Thus, Telos decided to make his own version. However, he knew he would never get permission to completely remake the third film (not to mention he didn't know how!), so Telos re-wrote the story and put his writing skills to the test to make

X-Men III - Ominous

Chapter One: Sentinel

The bustling streets of New York were unusually quiet other than the booming crash of falling buildings and the howl of sirens. Everybody was either shivering with fear inside their homes or had evacuated the city. The source of this fear was a raging sentinel: a colossal robot designed to target and eliminate mutants. However, the sentinel was not programmed to protect normal human life, and would go to extraordinary lengths just to destroy a single innocent mutant. It was painted with mostly fluorescent pink and dark purple, but its happy colors were deceptive. With a loud whir, the sentinel sent a blazing beam of energy from its mechanical palm, incinerating a car, transforming it into a pile of red-hot debris.

Logan, or Wolverine as he was nicknamed, zipped up his new uniform as the X-Jet, or Blackbird soared through the cloudy sky. Unlike his old black one, this outfit was blue and yellow, with a mask that covered his face. Much to his distaste, it was made of spandex, and made him look like a cheesy comic book hero. Seated beside him was Kurt Wagner, also known as Nightcrawler, and on the other side was Ororo Munroe, better known as Storm. Scott Summers, or Cyclops, was at the controls, piloting the Blackbird down to New York, where a rogue sentinel was destroying buildings. Scott was still grieving over the recent death of Jean Grey, who had sacrificed herself to save the other X-Men. Wolverine smelt the distinct salty flavour of a tear running down Cyclops’s cheek.

“So, think we can handle a giant robot?” Logan asked Nightcrawler, who flashed him a nervous look.

“Maybe, but…” he trailed off.

As the Blackbird descended, the sentinel scanned it for life. Inside its robotic brain, the sentinel calculated that there were four sentient beings, all mutants, and it sent a missile rocketing from its metallic shoulder. The missile slammed into the engines, detonating them and blasting a hole through to the cockpit. Wolverine leaped through the hole, plummeting to the ground. He impacted hard, tearing the flesh from his cheek and right arm. However, his mutant healing power kicked in, and in a mere twenty seconds he was back on his feet, the wounds completely healed. Following him, Nightcrawler teleported with a loud bamf sound to the sentinel’s shoulder, where the missile had been fired. He flipped, landing on its head, then somersaulting on to its back. He pounded the plating with his fist, only to recoil in pain, for the sentinel had given him an electrical shock. He tumbled from his perch, hurtling towards the hard asphalt road beneath, only for Storm, who had also just left the Blackbird, to swoop down and snatch him. She gently lowered him down into Wolverine’s hairy arms.

“What do you want me to do with ‘im?” Wolverine protested, shaking his head.
Sentinel head

Rather than debate what to do with the unconscious Nightcrawler, Storm soared back into the smoky air. Suddenly, the sky turned dark as Storm used her powers. A sizzling bolt of bright blue lightning flashed, striking the sentinel hard. It stumbled backward into a nearby skyscraper, and the building began to topple toward the ground. Cyclops flicked the Blackbird onto autopilot and leaped from the cockpit, unleashing a scarlet force beam from his visor. The beam hit the falling building and deflected it back to the sentinel. The skyscraper collapsed onto the sentinel, crushing it beneath over thirty tonnes of shattered bricks, twisted metal, broken glass and smashed furniture as Storm plucked Cyclops from the air and slowed his fall. The Blackbird piloted itself down to land several hundred meters away, and Wolverine didn’t hesitate to climb aboard. He dumped the still-unconscious Nightcrawler onto a small white bed in the back of the aircraft and grabbed the controls. The moment Storm and Scott settled into their seats, Wolverine took off, and the Blackbird ascended into the cloudy sky.

A frown crossed Professor Xavier’s face as he watched the incident with the sentinel on the news. The setting sun shone on his bald skull, reflecting the light onto the wall. Sensing that his X-Men had returned from their mission, he rolled down the hallway on his mechanised wheelchair and out to the elevator. He took it down to the subbasement - a section under the X-Mansion containing Cerebro, a machine that could amplify his telepathic (mind reading and controlling) abilities, and what was known as the 'Danger Room', a training area that used hologramatic technology to simulate battles. Professor Xavier moved down the tiled corridor to the hangar, where the Blackbird had just landed.

“We’re back!” growled Logan as he stalked into view. Cyclops followed, holding Nightcrawler in his arms. Storm came next, cape flowing behind her.

"I've seen better performances." said Xavier, glancing at Nightcrawler.

"He's out cold, but breathing." assured Cyclops, taking Nightcrawler into the medical ward that had previously been run by Jean Grey. A tear rolled down Scott's cheek as he thought of her. Wolverine's keen senses suddenly detected a familiar scent. He raced into the elevator and ascended two levels. Sabretooth... Logan thought as he unsheathed his gleaming adamantium claws.

Chapter Two: Sabretooth

Sabretooth glared at the X-Mansion when he arrived. Contrary to everybody’s beliefs, he had not been killed several months earlier when that fool had blasted him off the Statue of Liberty, and he had been tracking him ever since. With a growl, Sabretooth leaped over the brick wall with ease, and bounded toward the front door. Several weeks ago, he had discovered his quarry’s name at an airport terminal. Scott Summers. Sabretooth’s eyes narrowed with rage as he came closer to his goal. His acute hearing picked up many sounds, including the voice of Scott arguing with another man. Sabretooth grinned wickedly as he shredded the front door into splinters. He sped up the stairs, pushing frightened students aside, until his path was blocked by a hairy man about five and a half feet tall, with a strange wolf-like haircut and three metallic spikes poking out of each hand. There was no doubt that he was facing...

“Wolverine!!!” Sabretooth howled as he was stabbed in the chest. He grimaced in pain as Wolverine lifted him up and hurled him into the ground a story below. The floorboards creaked under his weight. Sabretooth rolled to his feet and grabbed hold of the wooden railing alongside the stairs. He used it to haul himself within reach of a magnificent chandelier. Grasping the chandelier in one hand, he somersaulted over Wolverine’s head and behind his back. Sabretooth ducked a wild slash at his eyes and reached for Wolverine’s throat. He was so caught up in the vicious battle that he didn’t even notice one of the younger students rush off to alert the other X-Men. Moments later, Cyclops, a lady with tan skin and long white hair, a furry blue man with a tail like a devil, a boy with ice all over his body, a teenager made of steel, a girl with her hair in a ponytail and the girl Magneto had kidnapped months earlier burst into view. Several younger students also came his way. Quickly realizing he was outnumbered and outgunned, Sabretooth released his grip on Wolverine’s neck and bounded back the way he came.

"Spread out! Search the grounds and surrounding area! We must find him!" said Professor Xavier's voice inside their heads.

Wolverine, Cyclops, Storm, Nightcrawler, Bobby Drake or Iceman (the boy with ice all over his body), Piotr Rasputin or Colossus (the steel teenager), Kitty Pryde or Shadowcat and Rogue (the one Magneto kidnapped) dashed out of the front door and began to scan their surrounds, except for Wolverine. He sniffed the air, trying to detect Sabretooth with his acute senses. Wolverine smelled him and immediately raced in his direction. Within moments, he was past the gate and was rushing down the street, sniffing furiously. He turned a corner and glimpsed Sabretooth sprinting down an alleyway. Wolverine bolted after him, dashing past several grimy bins. Eventually, Sabretooth's scent grew thin, and difficult to follow. Wolverine pursued him for another minute, before giving up and collapsing onto the ground, exhausted. About thirty seconds later, the others arrived, panting heavily.

"He got away!" Wolverine growled, chest heaving.

"Great, another immortal enemy!" Cyclops said sarcastically.

Sabretooth hitchhike "No doubt he will rejoin Magneto's growing Brotherhood." added Storm, shaking her head.

Little did they know that Sabretooth had already got in touch with Magneto, and he was making his way to his base. Sweat was pouring down his face in smelly rivers, drenching his animal-like beard and long hair as he ran down the filthy alley. He passed a subway station before reaching the other side of the alley. He sighted a bus about two meters away, and with a tremendous leap, he landed atop it. Sabretooth stayed on top of the speeding bus for several miles, until he bounded off and onto the top of a large oil tanker that was turning down another street. Sabretooth continued 'hitch hiking' until he reached a huge forest. He made his way into the heart of the shrubbery, towards Magneto's new base. Eventually, he came across a small patch of earth that looked somewhat unusual. Of course, it was Magneto's lair, and as Sabretooth approached, it slid open, revealing a ladder down to a steel corridor. He entered and strode down a passageway. Sabretooth turned down another corridor before emerging into a large iron chamber with a steel desk and chair in the center. Magneto sat at the desk, wearing his typical crimson helmet and scarlet cape. Mystique, Magneto's blue shapeshifting lieutenant, was standing by his side, yellow eyes constantly scanning the room. Toad, who was also believed to have been killed during the battle on the Statue of Liberty, was crouched on the ceiling, grinning maniacally, and Pyro, Magneto's newest recruit, was standing next to the doorway. He had a pair of flamethrowers strapped to his back, and was wearing a set of yellow goggles to protect his eyes from the heat and smoke he would inevitably cause with his powers. A yellow and orange fire-proof suit covered the rest of his body, so that he would not be burned by his own powers.

"Welcome back!" greeted Magneto.

"I hate the X-Men! I swear, I will kill Wolverine AND Cyclops, or die trying!" Sabretooth roared.

"I take that to mean that you failed." said Magneto, eyes narrowing behind his helmet.

Sabretooth nodded, glowering.

"I was hoping you would get your revenge, but no matter. I have something... big planned." Magneto dramatically announced.

"Like what?" Sabretooth growled.

"Pyro! Toad!" called Magneto. Toad bounded down from the ceiling to land in front of Magneto, and Pyro strode next to him.

"You know what to do." Magneto instructed them.

Chuckling, they left the room. Their clinking footsteps echoed throughout the eerie metallic lair.

"Well?" demanded Sabretooth impatiently, wanting to know what was going on.

Magneto chuckled evilly, before saying, "A prison break!"

Chapter Three: Breakout

Toad decided to use Sabretooth's 'hitch-hiking technique' to quickly reach the mutant prison called The Vault. Pyro, however, had to arrive there on foot, and came nearly two hours after Toad. They reunited and briefly argued over whose powers they would need more to free the mutant criminals, before finally agreeing that they were both needed. Toad easily leaped over the barbed-wire fence surrounding the prison, while Pyro burnt his way in. Pyro sprinted towards the prison, launching a blast of hot flame at a guard, who perished. Pyro quickly pulled on the guard's scorched uniform, in a clumsy attempt of disguise. Toad didn't bother. Pyro pulled a security access card out of the pocket of the uniform, and used it to open the double-thick adamantium door.

"Split up!" commanded Pyro to Toad. "We can release more prisoners and do it faster."

Pyro gave the security card to Toad before striding down one way, using blasts of flame to melt open cell doors. Suddenly, a wailing alarm split through the air, causing Pyro to clamp his gloved hands over his ears. He spotted the speaker emitting the siren, and he destroyed it without hesitation, ceasing the blaring sound. However, it had alerted the entire complex to the fact that he was helping mutants escape, and within moments a platoon of security guards were pounding down the corridor. Pyro glanced at the five or so other mutants that he had freed, and they returned his determined expression. When the guards rounded the corner, they were instantly roasted with a jet of heat from Pyro. He plucked another security access card from the pocket of one of the smoldering guards, and stashed it in his own pocket. Pyro freed more and more prisoners, until he had a small army helping to break mutants out. Of course, more guards came, but Pyro and the others killed them with ease. Eventually he came across five huge cells with thick adamantium doors. They each had a place to slot a security card and an electronic combination lock. Pyro strode forward to swipe the card. The control panel beeped, and he took a guess at the code. Like he expected, it didn't work.


"I can take care of that," said a mutant in a deep, raspy voice. He had transparent blue skin and strange symbols etched across his entire body. Placing a hand on the control panel, he squeezed his eyes shut and concentrated. It beeped again, and all five cell doors slid open. Out of the first cell stepped a muscular mutant with a large brown helmet. From the second cell, an extremely obese mutant with huge folds of flab waddled out. He had dark brown hair and a blue skin-tight suit in extra extra extra large. A cyan and white blur sped out of the third cell, whizzed around Pyro's gang of escaped mutants and skidded to a halt. He had white hair and a lightning bolt on his costume. The entire facility trembled (literally) when a mutant with dark skin and a white skull-like mask strode out, mouth twisted into an evil smirk. Finally, a beautiful woman in a crimson garment stepped out of the fifth cell, dark eyes glancing around the room. Pyro had heard of them all before: they were the Juggernaut, the Blob, Quicksilver, Avalanche and the Scarlet Witch. They would all be fine additions to the Brotherhood.

Meanwhile, Toad leaped down the other hallway, swiping his security card at various cells. Soon, he had nearly fifty escaped prisoners following him, helping him to release other mutants. Often he would come across a security guard or two, but with his own powers and help from the other mutants, it was easy to defeat them. After another fifteen minutes of releasing prisoners, he reunited with Pyro. Altogether, they had liberated over two hundred mutants, and nearly all of them wanted to join the Brotherhood.

"Well, are we gonna keep freeing mutants or leave the rest behind?" asked Toad from the ceiling.

"You go back to base, and take half our followers with you. I'll stay here, and my group will split into five. We'll storm this place, free everybody here and annihilate every guard in our way!" Pyro cackled maniacally.

"'Kay," said Toad before shouting, "Come on, half of you come with me!"

He bounded towards the door, with one hundred or so mutants lumbering, dashing, trudging, teleporting or even slithering after him. He made his way down beside the road, until reaching Magneto's base. He entered, along with all the others, to tell Magneto what had happened.

Back at the X-Mansion, Professor Xavier was using Cerebro. It was a machine originally designed with the help of Magneto, and it could be used to amplify someone's telepathic (mind reading and controlling) abilities. Using Cerebro, Professor X could instantly find the location of almost anybody on the planet - with the exception of Magneto, who wore not only a thought-proof helmet to protect himself from Xavier, but had also somehow cloaked his base, meaning that Cerebro couldn't find anyone inside it, or its location. Suddenly Professor Xavier detected something, like a warning siren inside his head. Xavier reached out with his thoughts, extending a mental probe. Cerebro amplified it, and Xavier quickly discovered the possible danger: Two members of the Brotherhood of Mutants, Toad and a former X-Student, Pyro, were releasing mutant criminals from the Vault. Including, he realized with a gasp, his old half-brother, the Juggernaut...

X-Men! Prepare to meet me in the War Room immediately! Xavier said inside their heads.

Several minutes later, Professor X explained what was going on.

"... and they have released my half-brother, a powerful foe called the Juggernaut," he finished.

"So, we fly over there and bust some heads?" asked Wolverine, shooting out his claws.

"Yes, but I suggest you watch yourself. Pyro and Toad alone are mutants to be reckoned with, but with the assistance of Quicksilver, Avalanche, the Scarlet Witch, the Blob, my half-brother and the countless others, they could pose a deadly threat. You should take everybody available."

"You heard the man, bub!" growled Wolverine, stalking off to the hangar where the X-Jet was kept.

Chapter Four: A Test of Abilities

Wolverine, Storm, Nightcrawler, Colossus and Iceman zoomed through the air in the Blackbird, cutting through the billowing clouds. Cyclops hadn't come, for he was in his room, presumably mourning Jean. Rogue, Kitty Pryde and Jubilee, three of the younger students, couldn't be sent on the mission because they were entering a critical stage of their exams, and none of the other young mutants, such as Chamber, Siryn, Beak, Husk or Cannonball weren't old enough to go on such a deadly mission. Thus, Wolverine, Storm, Nightcrawler, Iceman and Colossus were quite nervous as they approached the Vault.

I have decided to move all of my articles to the Marvel Comics Fanon wiki. You can see the rest of this one here > [1].

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