Since I have no idea where else to put this idea: eons upon eons ago ('97 or '98, thereabouts, to you younger types), issue 360 of Uncanny X-Men introduced an "all-new, all-deadly" team that claimed to be Professor X's new crew, complete with pages devoted to him recruiting them a'la "Giant-Size" (which this story was supposed to be the 25th anniversary "celebration" of). The big reveal, however, was that "Professor X" was actually a sentient Cerebro unit merged with Nimrod/Prime Sentinel technology (they were the human Sentinels from "Operation Zero Tolerance" that DC Comics ripped off years later to make "The OMAC Project" for Infinite Crisis) and gone on a Brainiac-like rampage to catalog and store "obsolete mutants" (yeah, I never said Marvel didn't rip off the idea in the first place). Anyway, after an issue of buildup to the real X-Men fighting "Cerebro Prime's" team to rescue Kitty Pryde (natch)...Cerebro Prime reveals that they were fakes made with Prime Sentinel tech and nanomachines and then absorbs/kills all of them the next issue, only to be totally obliterated by the X-Men in what was ultimately a pointless waste of a story to bring Kitty, Nightcrawler, and Colossus back from England onto the main team following Excalibur's cancellation.

So...if it was such a waste of story and characters, why bring it up? Simply put: I HATE wasting characters, especially ones with massive potential and an interesting hook, in this case the fact that the fake X-Men were basically amalgams of various X-Men and their foes. Re-reading the story itself, I get the impression the original story got cut off at the knees in favor of...fuck, I dunno, the X-books sucked ass in the late 90s, almost as much as they do now. Still, it's the story that WASN'T written where the potential lies: a Cerebro unit, corrupted and at least partially sentient, utilizing the Prime Sentinel tech in an abandoned Zero Tolerance base to give people the powers of the X-Men and rewriting their memories to make them think they're mutants as well.

In addition, despite their inexplicable "HURRDURR, I'ma MOOTANT, hyuk!" ineptitude in the second issue of the story, the team's supposedly memory-implanted introductions showed more personality than half the real X-Men at the time had, particularly team leader Addison "The Grey King" Falk, who was introduced as a slightly egomaniacal college professor with a tactical mind that was, apparently for shits and giggles, capable of playing (and winning) 4 separate chess games at once and who accepted "Professor X's" invite since he was bored with "normal" opponents. Given that one of the power sets used to make him was Jean "I'm called Phoenix for a reason" Grey, it's not totally implausible that, coupled with his natural advanced intellect, he'd be able to at least stave off his own demise. Hell, it might even explain his later ineptitude: he knew something was up and, unseen by Cerebro Prime, made a decoy clone to take his place in the field while he secured the Zero Tolerance facility for himself, eventually recreating his teammates and creating new ones for...what? Two badly-written issues doesn't really give much further insight into him or the other four, even if they were largely one-note characters anyway (Landslide was a redneck brawler, Crux was a vindictive little brat, Rapture was a religious fanatic, and Xaos was an autistic WMD); only Mercury is shown as more defined, a mercenary who, despite working for Middle Eastern dissidents, was in the process of refusing a murderous job because "I'm not a terrorist" and was ultimately rescued by Cerebro Prime from what would've certainly been suicide by moral character.

My more personal reason, however? Three words: Nightcrawler and Nocturne. I LOVED Kurt Wagner as a character, particularly how Clairemont wrote him...say what you will about the man's skills nowadays, but he understood that you could have a character who was devoutly religious WITHOUT continuously spouting Bible verses or shoving him into the damn clergy, unlike his portrayal up to his death...and ESPECIALLY how he was during the Clairemont/Davis Excalibur run. Still, while his demise was tragic, I'm not a big fan of the Revolving Door of Death, so with resurrection out that leaves "replacement" (or time travel, and any old-school X-Men fan knows that is a door you do NOT want to open needlessly). Well, who better to replace him than his equally popular daughter-from-another-timeline, Nocturne, a character who, due to being on an enforced "no comics" diet for most of the new millennium, I was unable to follow in real time. Still, from what I have seen, she seems to have been a wee bit of a Mary-Sue character, with powers and personality all over the place (I mean, they gave her a freakin' STROKE? The HELL, Clairemont?) before finally shunting her off into Limbo (not the dimension, the concept)...still, a young Rule-63'd Nightcrawler would be hard to pass up, as Nocturne handily proved (I mean, c'mon, I know straight men who crush on Kurt, having a female version would be like early Christmas).

In addition, I'm a sucker for amalgams, anyway, especially ones that allow for a new take on well-known concepts and powers; Dr. Strangefate managed to be more interesting in his couple of appearances than any of his source components have been in years, and one of my lifetime goals is to somehow manage to recapture the, I dunno, sense of FUN I got the first time I read the "Spider-Boy" comic. How could I pass up a chance to mix-and-match X-Men to come up with something if not new, then relatively fresh?

Anyway, here's a tentative roster...I took the opportunity to tweak the already-existing crew to make them more formidable (something I imagine Falk would do himself if he had the chance), while also keeping to Carlos Pacheco's original concepts as much as I could and limiting myself to only 3 templates per character:

Grey King (Sebastian Shaw, Jean Grey, Wolverine): The SOLE reason I added Wolverine to the mix was frankly, if you could make yourself functionally unkillable, wouldn't you?

Landslide (Blob, Avalanche, Toad): This guy was tough since I wanted a character called "Landslide" who had Blob in his initial mix to be a huge immovable earthquake-making mass and his in-comic appearances made him more like Beast, bounding around and such...until the image of this massive, Fat Bastard-like character leaping into battle and landing with enough force to knock buildings over entered my mind. Hee.

Mercurial (Colossus, Marrow, Polaris): The only one I broke my rule with, replacing his "Wolverine/Sabertooth" template with Marrow's simply because her powers could duplicate the "growing claws" bit while offering both ranged combat and some potential old-fashioned "ugly mutant" angst as a possible way of Falk keeping him in-line...and then I added Polaris' power for trick shots.

Crux (Iceman, Pyro, Sunfire): She was pretty much perfect in visual and concept as-is, I just added Pyro's pyrokinesis to give her flame powers the same "Green Lantern/Quasar" versatility her ice powers already have.

Xaos (Cyclops, Havok, Gambit): How do you make someone like Xaos scarier and more dangerous than he already is? Have him blow up anything he touches.

Rapture (Archangel, Destiny, Banshee): Okay, I cheated with her, too, since she was initially part Mystique ONLY for the appearance (which the second artist largely ignored anyway) and the presence of shape-shifting powers took away her motivation for hiding in the convent in the first place. So, since the second artist already made her look more like Archangel than Mystique anyway, I used her two remaining slots to put her into the same weight class as her teammates, weaponizing her voice (either an angelic chorus or a hawk cry) and giving her something to play on her religious side ("divine visions"). I agonized over her way too much, though, considering her very non-nunlike romance with Falk, who was turning more and more into a bastard as I worked; originally, I added Mirage's "fondest wish/worst nightmare" trigger as the key to Mystique's powers, but that turned her into potentially way too pitiful a character, so I split that gimmick off into a separate character.

Catalogue (Caliban, Rogue, Leech): The first of my new additions, this character is a call-back to Cerebro Prime's initial reason to make its team; as-is, the idea is Catalogue (still deciding on male versus female here) can scan your powers, negate them, then use them better than you ever could.

Nightshadow/Nocturne II (Nightcrawler, Shadowcat, Karma): Ah, now we get to the heart of the matter and my inspiration for this whole exercise; see, Pacheco's original idea for Rapture was, inexplicably, a combination of Nightcrawler and Shadowcat that he dubbed "Spook"...how Rapture came from THAT, I have no idea, but the Kurt/Kitty mix appealed to me. I imagined her using Kurt's seldom-mentioned shadow camoflage power in conjunction with his teleporting and Kitty's intangibility to literally flit from shadow to shadow. The hard decision was which of Nocturne's other powers to use, either the "hex bolts" (via Jubilee's template) or the possession power; ultimately, I decided on the latter, since A} it was more distinct and unique to the original Nocturne, B} it works beautifully in conjunction with her other powers, and C} the team already has enough destructive force at its fingertips as-is. Falk would know the advantage of stealth and, while he definitely has stacked the team with heavy hitters, having someone who can use subtlety and deception, who can recon and open doors rather than blow them off the hinges would be useful. Also, I, well, had a "cute" idea that a potential giveaway was that if she was distracted, stressed, or otherwise overtaxed in using her possession powers, her tail would be seen coming from her victim's backside (and maybe could be grabbed to literally pull her out of her victim).

Fastball (Quicksilver, Beast, Boom-Boom): Much like Nightshadow spun from Pacheco's original Rapture idea, Fastball spun from Landslide's, as well as this being the original name for that character. Of course, once I decided to leave the "massive but agile guy" bit with 'slide, I took the name "Fastball" and extrapolated from there, resulting in a speedy monkey-like guy who can generate timed explosives and throw them with deadly accuracy, then get out of blast range before anyone notices. He's sort of the demolitions counterpart to Nightshadow's infiltration/recon shtick.

Hellbeast (Pete Wisdom, Sabertooth, Wolfsbane): Big, scary, fiery-clawed demonic monster guy who can change into BIGGER, SCARIER fiery-clawed demonic monsters. 'Nuff said.

Getaway (Magik, Psylocke, Sway): Obviously, if this crew has been active for ten years our time, they have to be doing something to keep under the radar (which, in the Marvel U, would basically amount to staying out of New York, California, or Canada, admittedly), which is where this lass comes in. She's a one-woman extraction team, able to respond to a telepathic call for help, open a teleportal, and freeze the opposition long enough for the team to escape through it. In many ways, she would be the key to Falk's success, and, knowing him, would probably be totally unaware of it.

Desire (Mystique, Mirage, Stacy-X): The aforementioned other Rapture spin-off, as well as living proof of Falk's douchebag status...I mean, even if Rapture DOES love him, even mind-control would only be able to push her to betray her nun upbringing and religious beliefs so far, and a villain has NEEDS after all. In fact, for that matter, even his powers would be hard-taxed to keep the whole team blithely loyal, so someone able to subtly make them more pliable would be just the ticket, and since both Mirage's and Stacy-X's powers have a negative side as well, where positive reinforcement fails, negative reinforcement would probably succeed.