Note: This story takes place somewhere not too long ago in Marvel: Omega’s past, but well before the events current in Thing and the Avengers, among other Titles. Also, most of the speech within is translated from Russian.

Stalin Station
Siberia

Gunfire erupted, the dazzling glare of muzzle flash sparkling in the darkened corridor. Bullets bounced off the steel-lined walls adding to the cacophonous explosion of sound screeching amidst the bursts of automatic weapons. The smell of sulfur filled the hallway, drifting on the central air of the Bunker making the soldiers lined at the intersection cough and gag between their terrified curses.

And still the mist drifted forward.

It swirled, roiling ever closer and moving against the breeze of air-conditioning. It writhed like a thing alive, and of course in a sense it was, ignoring the hail of bullets ripping through it uselessly.

”Fall back!” a voice screamed in Russian shouting over the gunfire. “Fall back, damn your eyes!”

But even as those closest to the captain that had heard his command began to comply, staggering backwards and still firing, another scream shrilly cried over the gunfire. Eyes went wide as the soldiers saw one of their own shiver and convulse as the mist swiftly engulfed him. He shot bolt upright, writhing as bullets riddled his body making him dance in a jerky, rag-doll fashion. Blood spewed in filmy gushing clouds that evaporated, mingling with the mist.

Captain Btoka paled as he saw the soldier- Private Duden he thought- his terrified face with wide eyes and gaping mouth shriveling, growing gaunt and white as his life’s blood was sucked from his very being. Duden’s dark eyes were imploring as he staggered; his body riddled with holes as it diminished, withering within the churning mist. Btoka raised his side-arm and shot the private between the eyes

“Fall Back, dammit!” he shouted again, turning even as Duden collapsed to the floor. “To the stairs and seal the damn doors! I want flame-throwers on the next level! Move! Move!”

Finally his men began to move. Adrenaline had kept them firing but now sheer terror had gotten them moving at last. Captain Btoka shoved as his soldiers urging them on even as he glanced back over his shoulder again feeling his own pulse racing, his heart slamming in his chest. He had survived Afghanistan and the fall of the Republic; the riots and the culling, and he had been strong throughout. He was a soldier. It was his job and duty to Mother Russia. But this…

Btoka stood in the doorway of the stairwell, the sound of his squad’s footfalls echoing dully on the concrete steps as they retreated into the lower levels of Station Zero. He stared at the cloud still swirling, writhing, moving inexorably forward. Duden was a crumpled heap on the polished tiles, barely visible in the dim.

Captain Btoka swallowed and licked his lips. He slammed the fire door and bolted it, knowing how useless that would be. Then he turned and ran down the stairs three, four steps at a time, terrified…

SUFFER THE CHILDREN!

By Curtis Fernlund

Stalin Station
Sub-level 21

Professor Piotr Phobos stared at the monitors frowning. He felt old, and indeed he was. If not for his armor he would no doubt be in a wheel chair with tubes up his nose to breathe and one in his mouth to collect his spittle so he would not choke to death. But of course he had his armor and it kept him going and had for many, many years.

The Control Room of the Bunker was abuzz with activity, an anthill or beehive jostled and sending its drones into frenzy. Phobos swept his gaze at the panicked technicians, their faces crimson and ghastly in the dim emergency lighting, eyes wide with terror as they tracked the soldiers and the creature that came ever closer with every tick of the clock.

Oddly though Professor Phobos felt a calm. He stepped up to one particular monitor station and peered over the technician’s shoulder at the view screen smiling. His charges were oblivious of the mounting terror raging through Stalin Station above as they continued their scheduled ‘schooling’. Children at play…

WHUMP!

Everyone jumped, including Phobos at the sound of generators kicking back to life. The lights flickered and flared as the Emergency Lighting dimmed and went out. A breath of cold, fresh air blew through the Control Room, fluttering papers and ruffling hair as the internal air surged back to full power.

“Finally.”

Phobos glanced at one of his earlier successes. Colonel Mikhail Ursus was a huge, burly man, all prim and proper in his drab uniform, medals gleaming in the fluorescent lighting. His brown hair was shaved close in a crew cut; his square face hard as dark eyes scanned the control panel before him. Finally he nodded and sighed, standing upright and at ease.

“The facility’s power is returned to 92%. We have light at least again.”

Phobos glanced to his right watching the monitor that followed the progress of Captain Btoka and his squad as they fought their way down through the stairwell to the lower levels. They were firing madly en masse but accomplishing nothing as the strange cloud wafted down the stairwell, giving chase unimpeded. “I hope now that you understand my concerns. The marvel of computers is always tempting but setting standards to automatic often make matters worse. A human decision is often needed.”

When the alarm had first sounded Station Zero had shifted to the computerized emergency protocols. Areas of sensitivity were sealed automatically against incursion. Rooms were locked. The light and the very air were dulled, which only seemed to play to the invader’s abilities. Phobos wondered how many had died already, trapped in areas that had been hermetically sealed and locked tight.

“The Emergency Protocols were designed to defend against an invading strike force,” Colonel Ursus began, “not some freak of nature. How were we to know…”

Professor Phobos heard Ursus sigh and smiled. He looked to his protégé long since bloodied in the field. In some ways he was still little more than the child he had first met some twenty years before; terrified of his newfound abilities, shunned and feared, naive. But for Phobos’ intervention the boy would have been culled in the Purge like so many other Mutants under the old regime. How many had been lost, slaughtered by a fearful all too Human government?

“You’re right, of course.”

“I generally am, Mikhail.” Phobos allowed himself a slight smirk of superiority before he returned his attention to the stairwell monitor and the screams emitting from the speakers. He counted six dead soldiers as the technician scrolled through the webcam views; all gaunt and pale as though the blood had been drained from their bodies. It seemed almost vampiric.

“And just what is this aberration that has been allowed into our home?” Professor Phobos asked turning his gaze towards the good doctor, Krista Maloff. She was young but attractive; her skin milky smooth, her hair, raven black and pulled back into a severe bun that was unraveling just a bit. Good hips and strong legs; she could bare many children. She looked flushed and flustered however as she typed feverishly at one of the monitor stations, her thin glasses sliding down her nose. “I was informed that the stranger was deceased.”

“He was, damn it!” the doctor snapped and Phobos noted Mikhail place a calming hand on the woman’s shoulder. She took a deep breath and adjusted her posture before continuing in a more subdued tone.

“I performed the autopsy myself. He was dead and his body showed signs that he had been for months if not years. The skin was flayed and decayed. There was no heartbeat, no pulse, no breath or retinal alteration from stimuli. I cut him and there was no blood. NO blood! The man was a corpse!”

“A corpse dressed in formal attire, wandering the Steppes and fending off wolves.” Phobos looked to Ursus. “If you trust the word of your men.” The colonel was silent for a moment, finally nodding.

“I do. I have known Soryev and Bulkhest both for years and trust them. They are good men.”

“They were drunk, bored on patrol,” Maloff spat. “The man was dead.” Phobos saw her fiery gaze focus on Ursus. His own gaze did not waver. Phobos knew there was history between the two and delighted to see the human foibles rising to the fore. He would enjoy taking the doctor again later that night, his own abilities magnified by the power of his armor; controlling her and making her beg.

“Apparently not,” Phobos said as the view screen monitoring the Playroom went white then shifted to staticky snow. Aliyena had apparently pulsed. Good girl.

“You are the next line of defense, Mikhail,” Phobos said. Rendezvous with Captain Btoka on Sub-level 20 and stop this creature.”

“It is mist,” Ursus said bristling at the dismissive command. “I will not be able to effect it anymore than the bullets.”

“Faith, Mikhail,” Phobos said as he depressed a button on the console before him. “I am in charge.”

Ursus saluted and then turned, almost running from the Control Room. Maloff stared at him, eyes wide with concern. She knew.

Phobos did not care…

Stalin Station

Sub-level 20

Colonel Mikhail Ursus stood at the end of the corridor waiting. He licked his lips and tugged at the tight collar of his uniform jacket. He adjusted his cap wiping at the perspiration drooling from the brim despite the chill in the air.

He was not scared. He could not ever recall being afraid since his mutation had come forth. Well, perhaps when they had faced the Hybrid.

And the Hulk…

But this; this was different. There was almost a palpable tension in the air, a terror permeating the sterile halls and roiling closer with every thudding beat of his heart. He licked his lips feeling the support of the squadron at his back; their weapons raised and locked, focused on the door of the stairwell at the far end of the corridor.

They were good, the best of Stalin Station, but thus far they had been stymied by this invader and Mikhail had little doubt that the creature would best them again. It was up to him, it seemed. What he would not give to have Vanguard and Darkstar at his side again. But that of course was impossible.

“This is suicide,” Captain Btoka said in a whisper. Mikhail could smell the man’s fear much more intent than his own, and with reason he supposed. He had been fighting the intruder all through the base and had been defeated with every action.

“This is duty,” Ursus replied though his voice lacked conviction. He swallowed. “We must protect the children… the dream.”

“Phobos’ dream,” Btoka snorted flicking a withered cigarette to the polished tiles and crushing it under the toe of his boot. “He cares nothing of us. We are fodder to him. I think he cares nothing of the regime and the old ways. He craves power, and – “

CRACK

Ursus tensed to hear the sound of the door’s latch shattering. He heard the men shifting behind him, guns ratcheting and suddenly thin beams of red light whipped about the corridor. “Hold!” he commanded, satisfied as Btoka stepped back into his position of command even as Ursus inched forward. He froze as the stairwell door swung inwards with a slight creak…

He could hear his heart pounding as he stared, thumping in his wide chest as blood rushed through his ears. He licked his lips again as he strained to hear, to see as a shadow flitted out into the polished hallway.

A man stepped forth dressed in what appeared to be a tuxedo, raven-black hair slicked back to frame his pale skin. He was tall, an old-fashioned opera cloak flowing about him as he moved with surety into the center of the hall from the stairwell. He stopped dead center and considered the force arrayed before him, long, gangly fingers playing at a pencil thin mustache adorning his upper lip. His eyes crackled darkly as he grinned; a cold, wicked thing. Fog roiled about his legs and there was an odd, high-pitched whining sound spiraling up the stairwell in his wake.

“You will not pass!” Ursus rumbled as he stepped forward holding out his hand in a stopping gesture. The man smirked.

“Oh, I shall. I will step over your lifeless body, soldier and spit in your eye as I rend the flesh from your pathetic troops.” Ursus shivered to hear the man’s cold, lifeless chuckle. “And when you and yours are dead I shall find your commander and rip his head from his shoulders and urinate into his steaming carcass.”

“No,” Ursus swallowed, gritting his teeth as he willed the change. He felt his body morph, expanding and growing, ripping through the fabric of his uniform. He winced as his musculature change, his jaws shattering and refitting to something stronger. Ragged teeth ripped through his gums even as his fingers split and claws protruded from hands. A thick fur sprouted over his body as his uniform fell away. Thick, padded feet burst from his boots as his muzzle extended, slathering as a roar erupted from his throat. Red rage filled his sight as he lumbered forward craving blood. Somewhere in the back of his clouded mind he heard the intruder laughing…

“A bear?” the man mocked apparently unimpressed. Ursa Major ignored the jibe, lost in the blood lust, surging forward…

Dracula stepped forward and felt the change come upon him. His body tensed momentarily, collapsing and compacting as he surged forward into a scrabbling pace. His claws scratched the polished tiles as he fought for friction, the bear lumbering before him. He could smell the blood, the lust of the hunt overwhelming as he lunged. The bear roared, rearing back…

His jaws clamped down, biting deep into the Were’s throat. He felt blood fill his mouth as he bit deep, gnawing at the thick skin and fir. The bear howled and staggered back as the Lord of the Undead ravaged and worked the flesh.

A blow upside his head and he was spiraling across the hall. He hit the far wall and whined, seeing the bear stagger and thump against his own nearest wall. Blood gushed in savage spurts from his throat as he roared again and Dracula scrabbled for purchase, lunging at the bear once more.

He heard the explosion of gunfire and he was suddenly slammed into the wall again. His body screamed at the sudden pain that he knew would pass, but he could not contain his emotion. Pain wracked his body as he scampered along the wall whimpering, feeling the bullets riddling his canine form and buffeting him against the cold stone.

He concentrated even as his body took the brunt of the assault. He slumped against the wall heaving, trying to hold his thought…

Come… Come…

Dracula the wolf smiled to hear the squeals of panic from the soldiers as the rats came pouring from the stairwell…

The Playpen

Piotr Phobos placed his palm on the wall panel even as a beam of light scanned his face and washed across his cool gray eyes. He could hear the computers cycling within the walls as he uttered the day’s password and his security clearance. He had always thought the measures extreme in the past; after all who would attack and invade a supposedly abandoned and derelict facility deep in the wastes of Siberia. Now however he was glad for the heightened security.

With a pneumatic hiss the outer shield door slid open at last to reveal the inner fire door. Phobos typed yet another code into the keypad beside the thick, metal-lined door then fished the sonic key from a compartment in his armor and inserted that into the specially designed receptor. He heard the whine of computerized chimes and the inner door groaned open. Wafting air rippled his cloak in a soft breeze as the interior lighting shifted from dim to day glow.

Professor Phobos walked calmly but quickly through the halls of the Nursery; past closed doors that were quarters for his charges, a dining area, lavatory, and classrooms. It was a school for all intents and purposes, the floors tiled in a bland beige, the stone walls painted dull gray. There were flags on the walls of course, and plaques, a trophy case displaying outstanding achievement from those that had walked these halls over the years. Mikhail had been one such and had many statues and trophies of merit in the dusty case.

Now however the Nursery that was designed to house one hundred and twenty held only four. Four special students that Phobos had saved from the culling as the Union fell, all so young. And the mundane humans of course, the cook, two academic tutors, a resident stationary engineer and the soldiers that were guards; the place seemed cold and empty. Not that Phobos cared.

Professor Phobos rounded a corner and at last spied the doorway to the Playpen. It was flanked by two soldiers that snapped immediately to attention at his approach as they always did. Phobos said nothing of their lax attitude knowing the day to day tedium they must endure. He knew that the Nursery was so secluded that they would not even be aware that the installation had been breached.

“Are they in training?” he asked the guard on the right; a sergeant above the corporal on the left.

“Yes, sir,” the sergeant replied with a curt nod. “Their daily combat session, scheduled to end in thirteen minutes.”

“Open the door.”

The sergeant swallowed, looking nervous. “Sir,” he said licking his lips, “the energies within – “

Phobos shoved the man aside and slammed his palm against the huge red button set in the wall. He heard a familiar rumbling as the blast doors cycled open…

He was first assaulted by the cold. A frigid wind whistled through the widening gap in the heavily shielded doors, flakes of snow fluttering through. A garish light seeped through as well bringing tears to his eyes as he was forced to look aside. He heard cursing barely above the winds, howling as the gap widened. Apparently the children were ganging up on Vladimir again.

Phobos smiled and strode through the open portal…

Stalin Station
Sub-level 20

Mikhail sagged against the wall clutching the ragged gash that the invader had ripped in his throat. His breathing was labored and he could taste blood in his mouth, clogging his throat even as it seeped between his fingers and ran down his arm, spattering on the floor at his feet. He was weak and haggard, barely conscious, the only thing keeping him from passing out; the terrified cries of his men as they died and the erratic bursts of frantic gunfire.

The invader, the fop in the tuxedo had morphed into a huge dark wolf, far stronger than a normal wolf and much faster, more agile than his own lumbering ursine form. The creature had attacked, ripping and tearing with tooth and claw avoiding most of Ursa Major’s sweeping blows, and the few that had connected were seemingly ineffectual. And the creature had seemed to almost ignore the bullets fired by his men, shrugging them off with little effort, only stunned with the initial impact for scant seconds.

And then the rats had come. Hundreds, thousands scrabbling and scurrying from the stairwell and swarming over his squadron. The men had panicked, firing into the undulating mass, the furry gray tsunami of ragged teeth and sharp claw that swept over his men in seconds. Mikhail had watched stunned in horror as the scavengers swarmed over his men, his friends, eating them alive. Some fought, some ran, but in the end the outcome was the same. They died…

Mikhail heaved as the bear form deserted him, his concentration lax due to pain and loss of blood. He almost fell, naked and wounded but pressed against the cool stone his hand leaving a smear of blood until he gained leverage. Bile rose in the back of his throat and he hack spitting red onto the tiled floor.

He heard the clack of heels and looked up to see the queer man striding down the hallway towards him exuding confidence and power. He seemed none the worse for ware, prim and proper in his out-dated tuxedo and cloak only slightly tattered. Rats scurried in his wake, at his feet but he ignored them as his fiery red eyes locked on Colonel Mikhail Ursus.

Ursus tried to will the change again but he was shattered, done. Too much blood lost, too much pain. Was he dying? He did not know, but he would not surrender.

“A worthy attempt,” the man said eyeing him, scrutinizing him. “You have dedication and courage. I can end your pain, heal you and make you invincible. Or I can kill you and end your pain that way. I can use you, but I allow the choice to be yours.”

“Wh – “ Ursus tried to say but blood clogged his throat and bubbled from his mouth. He hacked and coughed as the world dimmed. His fingernails raked the wall as he staggered. Ursus collapsed to the floor shivering, spitting blood. The rats swarmed, scurrying and scuttling about him but did not attack.

“I am – “

Colonel Ursus felt the sudden swell of cold swiftly enveloping the hallway. His men had stopped screaming he noted, but now he heard the shrill cries of the rats shrieking as they died, frozen solid in the blast of winter’s might. Ursus shivered as the man staggered back drawing his cloak about him even as the hallway filled with a squall of snow; white, frigid and blinding.

“Snowflake…” he whispered. Phobos had brought the Winter Guard.

Dracula shuffled backwards at the initial onslaught. He had been unawares and thus unprepared for the blast of icy air that suddenly filled the corridor. The rats shrieked and died, flash frozen in the sudden chill, but he no longer needed them. They had eliminated the annoying soldiers and served their purpose. But what was this?

Dracula squinted into the swirling surge of snow that was filling the hallway. The bear was forgotten as he tried to focus on the new threat, whatever it was. On the edge of sight he could barely make out five shapes; three smaller like dwarves or children, two taller. But where had this storm come from?

But even as he asked he knew, remembering another that he had turned once though in the end she had escaped his grasp. Ororo Monroe had been a weather witch, a beautiful mutant that he would have made his queen but for her friends. And now, here was another- a mutant. Was this then the purpose of this isolated base, grooming the freaks of nature for Russia’s war machine?

Frost formed on his shoulders as the winds whipped and the temperature plummeted dramatically, instantly. Dracula shivered as he focused, the bite of the cold dwindling as he called upon his own abilities to manipulate the weather, ignoring the heat and chill. He released his cloak and peered into the tempest, eyes focusing through the blind.

He saw a girl, a babe not even in her puberty directing the squall. Petite and pretty, her blonde hair whipping about her face in the windswept hall she seemed to be struggling to employ her abilities. A man stood behind her dressed in gray armor and reddish cloak, his hand on her shoulder as his wispy hair whipped about in the winds. He was speaking though the Lord of the Undead could not hear his words.

The temperature plummeted again. Dracula staggered at the unexpected assault as the last of the rats squealed and died at his feet. Frozen bodies shattered as he stepped back crunching underfoot. The were bear was covered in frost and clutching the wall.

Dracula placed a hand to the wall to steady himself. A winter’s storm raged about him, but the mutant child’s hold was tenuous, and apparently the man that guided her did not know just whom he was dealing with. The Lord of the Vampires stood tall, eyes blazing in the swirling white.

“Child…” he said, his voice echoing dully throughout the corridor over the winds, “You know not what you do.”

Dracula concentrated, calling the power of the storm to him. He felt the incredible surge of power; ice and snow and winds to rival the Thunder God’s command of the storm but uncontrolled and blunt. It was a simple matter for the Lord of the Undead to wrest control of the elements from the girl as he strode headlong into the frigid onslaught. He heard her gasp and whimper.

“Papa?” the girl said and Dracula felt the fear swell within her as he manipulated her attack and sent it searing back into the hallway and at his assailants. One of the children squealed at the sudden blast of sub-zero cold, falling to the ground. His body shattered on impact while another shifted form like the were bear, this one a canine of some type, too small for a wolf though perhaps a cub.

Dracula gestured, his fingers swirling in an intricate pattern even as the canine lumbered forward against the wind. He ignored the lupine as he redirected the squall back on the child. He ignored her screams as the frigid air enveloped her even as a shimmering field appeared about the old man that directed her.

“I command the elements, child,” he said. “All things dark are mine.” Dracula gesticulated and the child’s screams stilled even as her body froze solid. With a wave of his hand the tempest dulled, starting to disperse.

The coyote lunged at his throat, but Dracula was faster batting it away with barely a notice. The creature yelped as it was flung aside bouncing off the ice-coated wall. It scrabbled for purchase on the slick floor, dazed as the Lord of the Undead strode forward, his gaze falling on the old man with the wide, uncertain eyes.

“I would have left you unmolested save for my needs. You rule here. This retribution is your bane.”

Dracula saw that the man was about to speak when suddenly the last of his entourage sprang forward. Older than the rest, with dark hair and a Mongoloid look to his face, his strong hands gripped Dracula’s head and before he could act, twisted:

SNAP!

Dracula fell to the floor in a crumpled heap, his neck shattered…

Mist roiled from Phobos’ mouth as he stared at the creature lying broken on the floor. He glanced at Vladimir, the boy heaving with the rush of adrenaline as he too stared down at the defeated invader. Phobos looked at Snowflake but Anna’s eyes were wide and desolate though he saw her flat chest rise slightly. Yuri hunkered against the ice-coated wall licking at his broken paw. Poor Andrei was dead, a scattered jigsaw puzzle of flash-frozen flesh littering the icy hall. Sickle had not even had the chance to use his bladed hands that he was so proud of.

The creature had defeated his children in seconds, despite their dedication and training. Granted they were young; Vladimir the oldest at fifteen, but Phobos had trained them well. Who had the man been? How was he able to wrest the tempest from Anna? Thankfully Hammer’s strength had proven –

CRACK!

What?

Cri-Crack!

Phobos looked to the fallen invader and saw his head shifting, his neck snapping back into place. His body jerked with life, twitching.

Impossible!

But true, apparently as the man’s eyes glowed red. Phobos felt his will slipping away as he stared in awe at the creature on the floor.

No…

He struggled, calling on his powers amplified by the suit that he wore. He would not be dominated. He could not be. No one short of Xavier had that kind of power…

Phobos stared dumbly as the man, the invader who should have been dead got up and brushed off his out of date tuxedo. Vladimir charged forward for another assault, but the man simply grasped him about the throat and raised his struggling form off of the tiled floor before turning his attention back to Phobos. Vladimir kicked and spat, but the man ignored him, easily holding the struggling boy at arm’s length.

“I don’t care what you are doing here. I sense the perverse corruption within you, but it is none of my concern. Your petty schemes are beneath my contempt. My goals are far more broad and with wider scope. I will leave you the girl and the dog, and the bear if you can save him.” The man looked at Vladimir then still struggling in his grasp; fifteen and virile, his mutant abilities including great strength and regeneration. “I have need of a Renfield.”

Renfield?

Phobos stared at the man as he brought Vladimir close, his teeth digging into the smooth skin of the youth’s neck; invulnerability not a part of his mutant defects. Vladimir screamed and struggled for a bit, a few tense heartbeats but then hung limp in the invader’s grip as the man suckled at his throat.

No, not a man. Vampyr!

Phobos took an involuntary step back as the Lord of the Undead released his charge letting Vladimir fall to the floor. Dracula wiped his hand across his mouth then licked at the residual blood with a fervent lust.

“As your minions saved me on the Steppes, I give you your life, old man. Cross my path again and you will die.”

Phobos stared at the man as he stepped away brushing lint from his tuxedo. He gestured and Vladimir scrambled to his hands and knees, then to his feet running down the corridor and away. Yuri snarled at the Vampire Lord’s passing but a casual gesture and glare silenced the were.

Phobos watched as the man stepped into the stairwell, Vladimir holding the door. The boy gave him a pleading, sorrowful look, then followed in the wake of his new master. Professor Phobos slumped against the wall, gasping for breath…

“Dracula…” he whispered as the lights flickered and went out…

Next Issue: The Lord of the Undead travels to Romania in the company of a circus. But not just any circus. Join Dracula and Vladimir as they indulge in some off-color fun in the ranks of the Circus of Crime! And see what Frank Drake and his Fearless Vampire Hunters are up to as well as Marvel Omega presents:

The Show must go on!

And remember: Any issue might be the last issue. Keep reading…