Under the mental control of the Shadow King, Colossus chases Xavier and Stevie Hunter through the ruins of the Xavier Institute.

Continued from Uncanny X-Men #278. Mind games abound, as Professor Xavier eludes his former student. Colossus isn't himself; the Shadow King has possessed him. As the Professor struggles to survive, the X-Men on Muir Island are devolving under the Shadow King's influence. A hunt for each other begins, but Forge has an idea on how to get everyone's minds back. Story continues in X-Factor #69.

Colossus emerges from the wreckage of a destroyed car while the Shadow King explains to Professor Xavier and Stevie Hunter that he has claimed Colossus as his own. Colossus then proceeds to attack. The Professor succeeds in inducing a temporary paralysis, but this effort weakens himself against the Shadow King; he attacks and Colossus is released. Stevie helps the Professor up and they run to the underground hatch to the mansion. They just barely get the hatch closed and locked before Colossus simply rips the hatch off. The prey continues to flee with the hunter following close behind. Professor Xavier engages the Danger Room and sets up the scene of when he first me the Shadow King. As Colossus enters the room, he sees the Professor sitting at a table. The Shadow King expresses his pleasure at being able to end Xavier's life where their relationship began. Unfortunately for him, the Professor is a hologram and Colossus is pummeled unawares. The Professor wants to keep Colossus engaged while avoiding hurting him too much. This compromise isn't enough and Colossus breaks in to the Danger Room control room and attacks Stevie. The Professor, with no other alternative, dives deep into the mind of Colossus to break the old thoughts of being Peter Nicholas, as well as breaking the hold of the Shadow King. Colossus passes out on the floor in his flesh form.

In Washington, D.C., the body of Inspector Reisz lurches forward. The Shadow King is having a hard time maintaining his bodily vessel. Dr. Lian Shen explains that this body deteriorates faster when the Shadow King divides his time between hosts. Even his powers are not enough to keep the Reisz body going on forever. He laments the fact, as he's enjoyed close associations with prominent people in Washington, like that of Valerie Cooper. He agree, however, that a new body is necessary.

A hunt for sport has begun on Muir Island. Wolverine, Jubilee, and Gambit travel together but the Shadow King's negative influence is too much for Jubilee and Gambit and the two spar a bit with Gambit winning. Wolverine intervenes and Jubilee runs away to join Rogue's hunting party. Gambit isn't satisfied and tries to engage Wolverine by tossing a few cards his way. Wolverine refuses to give in to the Shadow King's influence and storms away. Not far away, he is waylaid by Forge. Wolverine's blood lust gets the better of himself and he tries to skewer Forge. Forge is too quick, however, and places a neural synaptic buffer to keep the Shadow King out. The buffer knocks Wolverine out for a bit. In the meantime, Rogue finds Forge and threatens to take him out. Before she can act, Forge whips out a large gun with buffer capabilities and shoots Rogue right out of the sky.

In Salem Center, the Professor, Colossus, and Stevie stumble into town. It's not too long before they witness a frenzied crowd chasing a small black boy. Not knowing their motivations, the Professor steps in front of the child to protect him. The Shadow King manifests himself and explains that his dream will supplant Xavier's. Xavier sees a vision of Wolverine lying helpless while the Shadow King explains that his students are falling and there is nothing that can be done to stop it. The Shadow King leaves and the Professor states that it is time to get his first students involved; it's time to call X-Factor.

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