To the naked eye, the building found at this discreet location would appear to be nothing more than an abandoned factory. But far beneath the run down construction of steel and concrete lies a high-tech, government-owned complex.

Its entire existence is devoted to one function . . . Project: Wideawake. The project whose goals are many, but all revolve around the Mutant Question. Many of the project's founders and operators believe that the Final Solution will be the giant, robotic Sentinels being manufactured both there and in other locations.

They recently made their grand debut.*

*(Generation Next/Young Justice #1)

Though they failed their first test run, those in charge still feel confident. If several robots were sent to detain one or two mutants at a time, success would be highly likely, especially with their high adaptiveness.

The other kind of sentinel, the Sentinel: Prime, has been in secret use for months. Normal humans near death or in vegetative states were transformed into robots, human-sized sentinels is disguise.

The money for these robots has come from two sources: Sebastian Shaw and Lex Luthor. The technology? A man named Reed Richards . . .

"Tonight, toooonight, the world is wild and bright . . . "

"This is a little embarrassing."

"With suns and moons all oooover the plaaaace . . . "

"Morph, this is supposed to be a stealth mission."

"Oh . . . right."

Clark Kent sighed. He was Superman, leader of the team of mutant outlaw heroes, the X-Men. At the current moment, he was carrying his team, literally. Morph changed himself into a large platform. On top of him sat Iceman, Beast, Jean Grey, and Wolverine. Angel flew above them, his angelic wings beating softly.

"You gotta admit, though, it's a pretty night," Morph continued.

"You just miss Sarah," Iceman said.

"You betcha," Morph answered. "I may be a mutant shape-shifter, but I'm still a man . . . a man with needs! I'd go after Jean, but Clark'd probably stick his thumb up my butt and light speed."

Clark smirked below.

"I believe we should be taking matters a tad bit more seriously here, folks," Hank McCoy, the Beast said. "We're about to be invading a top secret government installation. We may not get out of it, if we can even get in."

"Oh, we'll get in," Jean said. "My telepathy will mask us easily."

The mysterious mutant named Logan said nothing. He merely sat and watched.

"We'll be coming up on it soon," Angel said, his keen vision helping out."

"What d'you think we'll find in there?" Bobby asked.

"I'm not sure," Clark answered. "We'll need to be ready for anything."

"I'm always ready for anything," Morph said. "Well, except text stories . . . I work way better as a visual, y'know? Text is kinda boring for a shape-shifter . . . "

"What is he talking about?" Angel asked.

"Don't bother trying to understand," Jean answered. "Just know that you'll get used to him sooner or later."

"God I hope so."

"Hey . . . "

"Okay, Jean," Clark said. "Begin masking us as best you can . . . we're heading in . . . "

"So far so good," Jean spoke telepathically.

"No kidding," Iceman's thoughts replied.

Jean had psi-linked the group, meaning that, instead of speaking, they needed only speak in thought to each other. It was a bit of a task On top of her psi-masking the group from the bases' scanners and sensors. She wasn't sure how long she could keep it up, but knew she'd try her best.

The other members of the team were actually rather prepared for a mission like this. Wolverine's heightened senses gave him an advantage of detecting numerous traps. Iceman could shift his perception, allowing him to see things in temperatures, much like heat vision. Angel's eyes were incredibly keen. And Clark's X-Ray vision let him see exactly what the team would be walking into. Beast could provide them with any technical know-how they'd need while sneaking around, and Morph could change his shape to get inside just about anything.

"So what's our purpose again?" Morph thought.

"Find out all we can on these Sentinels," Clark replied. "Also, see if they have any files on us, the X-Men, or the Xavier Institute. Heck, mutants in general."

"And maybe anything on Weapon X," Jean replied.

"Weapon X?" Angel asked.

"It's something Logan told me about," she answered.

"Just somethin' I'm interested in, Wings," Wolverine replied, uncomfortable with all the mind-speak.

"We'll get as much information as we can," Clark nodded. "Hank, you think you'll be able to deal with their computers?"

Hank nodded. "And anything I can't cover, I'd be willing to bet Jean would be able to help out with."

"Assuming I don't collapse from the strain anytime soon," she said.

"That'd be a bad thing," Iceman commented.

"Wait . . . here's something interesting," Clark said.

"What is it?" Hank asked.

"My vision's picked up something that looks like a prison cell," he continued. "One occupant . . . "

"Let's set him free," Iceman said.

"Whoa, let's not be stupid," Angel answered. "We don't know what he's in for."

"Let me try a mindscan," Jean said.

"Don't push yourself too hard, Red," Logan said.

"He's been here for a few years," Jean said, obviously straining. "Name of . . . Reed Richards."

Suddenly, the alarms started blaring.

"What the?" Morph asked.

"It's an intruder alert," Wolverine said.

"Jean must've pushed herself too hard," Clark said. "Jean, drop the shield and psi-link . . . no point to it anymore."

"We're soon to be surrounded by government troops," Beast commented.

"Okay," Clark said. He smashed a fist into the cell door, punching it open. The man inside was incredibly startled. "Here's the plan: Hank, Jean and Warren . . . find the computers, get whatever files you can. Take Richards here with you, keep him safe."

"And us?" Logan asked.

"The four of us are gonna draw their attention," Clark said. "Cover 'em, draw all the troops to us . . . but please, no killing."

"We'll see," Wolverine said, his Adamantium claws popping out of his hands from casings in his arms.

"Go," Superman ordered.

"What's going on?" Richards asked.

"No time to explain," Hank said, picking up the older scientist. "We're moving!"

Soon, the X-Men were down to four.

"If there's gonna be a fight, we could use more room to maneuver," Iceman said.

"Right," Clark nodded. He fired up his heat vision and blasted a hole in the wall to his right. He blasted through a few more walls, then flew through. Morph, Iceman and Wolverine followed.

"Great googly moogly," Morph said as he entered their new destination. It was a large chamber filled with powerless Sentinels. The chamber went down several hundred feet, and was filled with dozens of giant Sentinels.

"Think maybe we're in over our heads?" Bobby asked.

"Nah," Logan said. "Haven't met a metal yet that these claws o' mine can't cut."

"There they are!" a voice yelled.

"Here they come," Clark said. "Get ready . . . "

"Here's a computer access station," Hank said. He began typing away.

"How're you doing, Jean?" Warren asked.

"It's easier to just mask the three--four of us," she said. "We'll be okay for a little while, anyway."

"Who are you people?" Richards asked.

"We're the X-Men," Angel answered.

"Mutants? Oh god . . . I'm so sorry . . . they made me do it, I swear . . . please, you must believe me."

"What's he talking about?" Angel asked.

Jean did a mind scan. "The government's been forcing him to create mutant locating, tracking and exterminating devices, as well as power dampeners and negators."

"I just downloaded that," Hank said, busily at work. "These things seem pretty powerful . . . "

"And highly adaptive," Richards said. "God . . . it's been so long since I've left that cell . . . I want to be free, but . . . for what I've done . . . "

"Explain?" Angel asked Jean.

"He stole a space shuttle and went into space . . . got hit by radiation," she answered. "Believes himself responsible for the deaths of three others . . . his fiancé, her brother, and his best friend. Hmmm . . . "

"What?" he asked.

"Mister Richards, I may have some startling information for you . . . I'm detecting those three people's thought patterns in this very complex."

Iceman unleashed a wave of cold, trapping the charging troops in a block of ice. As troops charged from the other side, Morph and Wolverine leapt into the fray, attacking with giant fists and sharp claws.

"This seems a little easy," Superman said.

"I'm sure if we give them enough time it'll get plenty difficult," Bobby answered.

"No, there's something else . . . " he stopped. His eyes went wide. "Bobby! The Sentinels . . . they're powering up!"

"Oh no . . . " Bobby said. "Oh sh--"

The four raced down another hallway, Hank content with the information he was able to download.

"These three chambers," Jean said. "I'm detecting the occupants to be Susan Storm, Johnny Storm, and Ben Grimm. Each believes the other three dead."

"Impossible," Reed gaped.

A telekinetic punch from Jean was able to smash open the doors. Their occupants came out slowly.

"What's going on?" Susan asked. "Reed? Johnny?"

"Oh my God," Reed said. "You're alive. But Ben . . . where's Ben?"

"I'm . . . I'm here," he said. From the third cell emerged a large figure covered in orange rock.

"B-Ben . . . ?" Reed asked.

"Whoa," Angel said.

"Jean?" Hank asked. "Though it's great that we're freeing these people, we need to move quickly. We should get out of here and rendezvous with the rest of the team."

"Right," Jean said. A telepathic suggestion was all that it took to put the four prisoners to sleep. "I can telekinetically carry them up and out. And if they're sleep, there'll be fewer emotional problems to worry about. Ground floor, anyone?"

Another full-powered telekinetic punch, this time straight up, cleared a pathway to the night sky. Angel flew up, carrying Hank, while Jean telekinetically lifted herself and the other four to safety.

"Meet back at the rendezvous point," Warren said. "We'll wait for the others there, or try to contact them."

"Time t'move fast," Clark said. He flew at the Sentinel closest to him, and smashed it's face with his fist, using his super strength to cause massive damage instantly. "We need to take them down before they become fully operational! Who knows what they're capable of?"

Too late. A sentinel sent a large energy blast towards Iceman, destroying the ledge he was standing on and sending him falling down the few hundred feet.

Wolverine leapt down, grabbed hold of Bobby with his right arm, then popped the claws on his left. He slammed his arm into the wall, skidding quickly, then slowly, and eventually stopping.

"Whoa," Bobby said. "You saved my life."

"Yup," Logan answered.

"Whoa."

Up above, Clark kept up his assault. Morph did his best, turning his arms into sharp blades and cutting away, but he could only do minor damage.

"I bet Wolverine would make this look cool," he complained to himself.

"I'm getting a telepathic signal from Jean," Clark said. "She says they're out . . . let's get moving!"

"You okay, kid?" Logan asked.

"Yeah," Bobby said, creating an ice ledge for them to stand on. "I was just dazzled earlier."

"Well, you heard the 'boss'," Logan said. "We're cutting out. But first, let's say you drop the temperature in here a couple hundred degrees or so? Make these Sentinels so much scrap metal."

"No problem," Iceman smiled. "I'll turn this place into a popsicle stand . . . and then we can blow it!"

The X-Men had returned to their current home.

"So, let's break it all down," Clark said. "The government captives?"

"I was able to get the four of them to a hospital my family owns," Warren said. "They'll be given the best treatment . . . once they've been given looked over, we'll take it from there."

"The information?" Clark asked.

"I got plenty on Sentinels," Hank said. "Design, operation, performance evaluations . . . plenty to study. Didn't find anything on Weapon X, though . . . sorry."

"S'okay," Logan replied.

"Sentinel status," Clark said.

"The kid froze those tin cans colder'n anything you could imagine," Logan answered, referring to Iceman. Bobby smiled in appreciation.

Clark nodded. "All in all, this was a decently successful mission. Good work, team."

Team, huh? Logan thought. Maybe this ain't such a bad idea . . .

"Definitely some good work," Warren said. "And for that, we deserve something. Anyone interested in seeing our new home . . . ?"

Lex Luthor picked up the phone in his darkened office. "Luthor," he said.

"This is Gyrich," the voice on the other end replied. "There have been . . . complications with Wideawake."

"What sort of complications?"

"Do you remember when we briefed you about the 'X-Men'?"

"Of course. Outlaw band of mutants."

"Well, it seems that they broke into an installation in upstate New York. They 'rescued' a few prisoners."

"Dr. Richards, I presume?"

"Unfortunately."

Lex sighed. "Oh, well. It was inevitable, I guess. Still, we have enough of Richards' work to continue. Besides, it's not like they destroyed all of the Sentinels."

"They did do quite a bit of damage, however . . . "

"A minor setback. You'll simply regroup, and then come back later for the X-Men. Catch them with their guard down."

"But if the rescue goes public, as it probably will, then we're dealing with the possible repeal of the Mutant Registration Act."

"Like I ever let the law get in my way before. I trust that you'll have everything under control."

With that, Luthor hung up.