The Xavier Institute for Higher Learning.

A peaceful afternoon, the sun shines over the long field in front of this "school". A young girl, with suitcases in each hand, slowly walks along a trail leading up to the main entrance.

Wow, this place is huge. I can't believe I was able to get a full scholarship to a huge private high school like this, well, for my first year at least.

She reaches the front doors and before she can even press the doorbell, the doors open like gates into heaven. Before her stands a tall, dark, and handsome man. He reaches his hand out to greet her.

"Miss Pryde, I presume?"

She retorts in an almost whisper, ".yeah."

"My name is Clark Kent, and I will be showing you around for your first day here. I teach history."

Cute... Very cute!

A beautiful female walks toward them from down the hallway. She has long flowing red hair, and is wearing a tight business type suit.

Clark smiles as he turns toward her, "And this is Ms. Jean Grey, our resident Physics and Chemistry teacher."

"Oh. It's a pleasure to meet you Ms. Grey."

I hate you!

"You must be Katherine Pryde, from Illinois."

What? They give everyone a memo?

"I'm sorry, I just have to borrow Clark for a minute," Ms. Grey says to Katherine as she pulls Clark around a corner by his arm.

"I'll be right back." says Clark as he is being pulled away.


Around the corner.

"Clark, the professor wanted me to remind you about the training session at 8 o'clock sharp tonight. He said that he had some news that he wanted us to hear."

"News? Good or bad.?"

"Not sure, but it can't be too good if he's putting us on double training shifts all this week."

"Yeah, maybe I should see what's wrong? Would you mind showing our new student around for a little bit?"

"Why sure, Mr. Kent." She smiles then blinks her eyes like a little girl.

"Very funny. Can we go now?"

"She thinks you're 'very cute'."

He just looks at her with an angry stare.

"It says it all over her mind. and I would know."

He just stares at her, trying hard not to smile.

"Then again, you are pretty cute when you're mad."

Jean turns away and starts walking back towards Katherine Pryde. Clark adjusts his glasses and follows behind her.

"Katherine." Clark starts before she interrupts him.

"My friends call me Kitty."

"Oh. Kitty, I'm sorry but something important has come up that I have to attend to, and Ms. Grey will be showing you around the campus."


Clark starts off down the hallways leaving Kitty and Jean together by the main entrance.

"So, what would you like to see first?" Jean asked as Kitty's eyes followed Clark down the hallway.

Clark's room.

Jean cracked a smile, "How about meeting some of the other students? It's recess in-between classes right now anyhow. Follow me."

"Yeah, sure."


Clark reached two large wooden doors. A golden plate on the doors read, Professor Charles F. Xavier.

He paused for a second remembering his first time here, it was so long ago. It seems like everything has changed since then. The school grew larger, "normal" people were admitted, and Clark graduated. For two years he traveled the world, trying to find himself, yet it only took him back here, to his home. The only place that has ever made any sense to him, in a way it's the only home he has ever known. He thinks back, only vague memories of the past. His parents dying of plague while he was only a few years old. Jonathon and Martha Kent were their names. It's the only real memory he has of them. For the next few years he was thrown around from orphanage to orphanage, where he made and lost friends like they were nothing, never really making any strong bonds. That was until he was around 13. That was when he met Alex Summers, a few years junior of him. They became close, like brothers. Until one summer night, when Alex felt sick. Like out of a movie, plasma blasted out of his body burning the orphanage to the ground. Many people were trapped in the building and died, but young Clark was found under the rubble unscaved. Clark hasn't seen Alex since. That was also when Professor Charles Xavier noticed young Clark. He took Clark under his wing and raised him as his own. Teaching him to use his, as Xavier explained, mutant abilities and making sure that he was in a safe environment. That was when Xavier started the school, a place to train and keep other mutants safe, much like Clark. And the first class was started, only five children of different ages from around the country. Much has changed over time, but the same basic truths still exist.

Clark softly knocked three times on the door.

{Come on in Clark, no need to knock.}

The message echoed through Clark's mind, over the years he has gotten pretty used to being talked to "this way". Living among telepaths can do it to you.

Clark entered the large office, Xavier sat on a chair across the room in front of his desk. Behind him on the walls are pictures of past graduated classes. On the first one we can see both Clark and Jean at only 16 or so years old. Warren Kenneth Worthington III, who like an angel had wings grown out of his back, was also 16 years of age. Henry "Hank" McCoy, a boy cursed with enlarged hands and feet who could jump as high as the roof, was the oldest at 19. While Robert "Bobby" Drake, who had the uncanny ability to freeze water and form snow out of thin air, was the baby at only 12 years old. Many other students have been through these doors and have learned to control their uncanny abilities and have found a safe place that they can always return to with open arms. Like a family passing through generations.

"So, what is on your mind, Clark?" asked Xavier as he turned his chair around facing Clark.

Clark sat on the chair in front of the desk and faced Xavier.

"Well, that's just what I wanted to ask you."

A curious look formed on Xavier's face.

Clark continued, "Well, over the last few days of extra training and the new. 'special' . students that have been given enrollment lately, I just figured that something might be wrong."

Xavier paused and sat there for a second, then a smile formed on his face.

"Well, in a way you can say that some minor problems have been building up over the last few weeks. And yes, I have been preparing you guys for the worst. Until now, we have worked 'underground', saving mutants from threats around them and bringing them into the school, where they can live like normal children and in secret learn to develop their abilities."

Clark interrupted, "What do you mean 'until now'?"

Xavier's face got more serious, "Recently, mysterious things have started to happen, and the appearance of this 'Spider-Man' and other 'super-powered beings' showing off great amounts of power, has got the government in a state of panic. They know that they can't control these people, weather they want to help the world or not, does not matter to them. Control is the issue. Over the last few days, a 'Mutant Registration Act' has been proposed into congress. They want to tag and file all people born with the gene that grants them these 'dangerous powers'."

"WHAT? How can they do that? Why would they blame it on mutants? Most of the public only believes us to be a 'myth' any way."

"They fear what they don't know, and we are the question that they don't know how to answer. But that isn't even the big problem."

Clark's eyes widened, "Your afraid of how other mutants might react to this. How they might fight back and make matters even worse for us."

"Exactly. A former 'student' has already notified me that some mysterious person, that changed shape right before his eyes, tried to recruit him to join what they called the 'Brotherhood'. Said that it was for the safety of all of 'our kind'. I believe that something big is going to happen soon, and we're going to have to be ready for it. The new younger mutants will start training soon, they will be the next in line if something were to happen to us."


"I know Clark, it's unfair. But it's the only way to keep them safe."

"Pretty ironic, the only way to keep them safe is to bring them into conflict?"

"It's only a worse case situation. I have made some calls and some past 'graduates' will be returning to help out a little bit. We will need all of the help that we can get. Cover in the school will remain and none of the normal students may know the truth. If our location is compromised, who knows what might happen to the young mutants that we are protecting! I'm sorry, but I have to attend to other appointments right now. If you would excuse me."

"Yeah, sure."

Clark got up and walked out of the room. Still confused he started down the hallway and towards the classroom in which he teaches.


Kitty on the other hand, got a quick tour of the campus grounds and was finally able to get her bags settled into her room.

"Katherine, if you have any problems or questions, you know where to find us." said Jean Grey as she left Kitty by her room in the student living quarters of the "Institute".

Finally, some time to relax.

Kitty lifted her bags off the ground, opened the door and started in. The room. a total mess, dirty cloths all over, food crumbs on the flood and an old yellow trench coat hung off the bookshelf. On one of the two beds sat Jubilation Lee, she doesn't even notice Kitty as she reads a comic book and listens to her 'Walkman' at full blast.

OH MY GOD? This is my room and my slob of a roommate?

Kitty put her bags onto her bed and walked towards Jubilation.

"Hey, I'm your new roommate."

Jubilation Lee just continued to read her comic book and popped a piece of chewing gum.

"Um.? HELLO?"

Jubilation Lee turned toward Kitty.

"Oh. Hey, nice ta meetcha. You must be my new roommate. Katherine. Pryde right?"

"Yeah, but you can call me Kitty for short. What's your name?"

"Just call me Jubilee!"

"Yeah, sure." Kitty started to take clothes out of her bag and placed them into her closet. "So, what's there to do around here when we don't have classes?"

"Well, I can introduce you to some of the guy's."

"Let's go!"


A high-tech complex build under an abandoned Factory just outside of NYC . . .

A man works, tirelessly, sweat drips from his forehead. His hair brown, templates gray showing his forty years of life. A white lab coat is worn over a black uniform; a gray strip on the uniform's side holds eight numbers. Around his right ankle is a small device, which makes sure that he can't leave the complex's perimeter.

Tools are scattered over the table, and the rest of the room is a mess. Frustrated, the man drops what he is working on and slams his right hand onto the table.

After about a minute, a voice comes over a loud speaker.

Mr. Richards, we would appreciate it if you continued to work. Remember that it is for the safety of the American people.

"The safety of the American people?" Reed Richards retorted, "More like genocide."

No, that is not our aim here. We have only asked you to create a device to help us track those born with the X-Factor gene.The dangerous gene, which causes an unexplained mutation within its hosts. People like this should not be allowed to roam the streets unchecked!

"With all do respect, how do you expect me to build this device. Files on this "mutation" are limited at best, and you're asking me to create something that will pin point a gene within a person from miles away. I."

Before Reed Richards could finish, he was interrupted by the voice once again.

Mr. Richards, need I remind you that doing a deed like this for your country might help your chances of being released early from your sentence. Might make you a free man.

Then, there was a pause . . .

Images flashed through Reed's mind, images of years past. The secret space mission, the Government warning, then defying a country in the name of science; in the name of discovery. But something went wrong, terribly wrong. Radiation of some sort hit us like a train plowing through a car. The systems went dead within minutes, and then we went on a nosedive straight for Earth. The last thing he remembers before the impact was reaching out for his fiancée, Susan Storm. But in the blind of an eye she was gone, then impact followed. He regained consciousness in an army base hospital, where he was told of the fate of his 'partners'. Susan Storm, his fiancée, Johnny Storm, her younger brother, and Benjamin Grimm, his co- pilot, all had shared the same fate. Radiation had entered their blood stream, killed them within hours. Which made the sentence on Reed Richards that much worse. Manslaughter added on to the charges that were already piling up. He ended up with life plus some.

Now, he is forced to work for the government, which is imprisoning him. The 'greatest' country on the planet, is how he used to feel about the United States. A place of freedom, which he now knows the truth about. About how things truly are!

"I just need." Richards paused for a second, holding back his anger ".more time."


Elsewhere in the complex.

Three figures are sitting in a room, observing Reed Richards as he works on the device.

"How much longer?" one man asked. He had graying hair and wore glasses.

"Hopefully not much longer," another replied, looking out the window at Dr. Richards doing his work. He had red hair and wore tinted glasses. "The device is nearly complete. But we have time, Senator Kelly."

"Do we, Gyrich? I mean this whole mutant thing is growing everyday."

"Is it?" a third man asked. He was sitting in the shadows, and not even Henry Gyrich or Senator Kelly could see him well. "Or is it just something in your head?"

"Enough with the mindgames. That's not why we're here," Kelly replied.

"Yes, we are here to discuss the Mutant Registration Act," the man in the shadows said. "It's moving forward quite nicely."

"Just like we planned, and with lots of help from you," Gyrich said, never once looking away from the window.

"Are you sure this is the right thing?" the senator asked. "I mean, is this really different than the Nazi's?"

"Having an attack of conscience, senator?" the man in the shadows asked.

"Well . . . "

"Look, Kelly," Gyrich said. "If the American people support us, then we can't be too wrong."

Kelly lowered his head. "Yeah, you're right," he said. "Don't know what came over me. Let's hope we never have to worry about that again."

"Yes. Let's," said the man in the shadows. "Gyrich, how does it look in there?"

"I give him a day, two at the most," Gyrich replied. "Then, we'll have our device ready, Mr. Luthor."

The man stood up, and the shadows vanished from his face. He smiled. "Good. And no one shall know that Lex Luthor was part of it at all."


Central Park, New York City

Two figures sit; between the two men is a chess board. One is Professor Charles Francis Xavier, you could call him a believer in a world of mystery. The other is known as Erik Magnus Lensherr, well, he adds to the clouds of mystery that covers over the land. Both men are mutants by birth, some could even say that they are two of the most powerful mutants in the world. Xavier thinks for a second, then slides his white rook a few spaces forward. stopping before it passes any of the black pieces. Xavier then nods to sign to his opponent that it is now his turn. Lensherr lifts his right hand, the metal trimmed black knight moves in a "L" shape hitting into the white rook, knocking it off of the board. Lensherr just smiles, not saying a word. Xavier thinks for a few minutes, he rubs his chin as he looks over the board. He slowly moves his white bishop a few squares away from the black pieces, stopping on his own side of the board. Lensherr then moves his black rook across the board, capturing the white bishop. Once again he only smiles, not saying a word. Xavier takes a few moments; he slides his queen across the board. His stare still serious; no smile. no frown. Lensherr then moves his queen across the "battlefield" stopping only a few squares before the white king. He smiles, and says the word "Check." The word seemed to echo all around them.

Xavier paused, then for the first time during the long match he smiled. He picked up his queen, and slid it across the board, capturing the black queen.


Surprise formed on Lensherr's face, followed by a simple head nod.

The pieces on the chess board showed the battle clear. While Lensherr advanced to capture and take out the pieces on the white side, he backed his king into a corner, trapping him there with his own pawns. Although the amounts of black pieces were greater, it only took a simple move from the white queen to capture the black king and end the game. Without the king, there would be nobody to lead the black pieces, breaking the army up. Lensherr stood up, placing his hat over his head. For a second he looked into Xavier's eyes.

{You know what lies ahead. And what must be done!}

To Xavier's amazement, the words echoed through his mind.

{Charles, old friend. This is the last time I shall extend my offer.}

Xavier just remained silent.

{I see. Then this is our parting, the two roads which have diverged, farewell.}

Lensherr buttoned his jacket coat and turned walking away.

Xavier whispered to himself, "Goodbye, old friend. Goodbye."


Inside of the Institute.

Clark sat at his desk, an empty classroom was in front of him. He spun a small globe while he concentrated, thinking back to his conversation with the professor. Thinking hard on what might be coming. Two soft hands squeezed the back of his neck, messaging it. With a small jolt, Clark turned toward a beautiful smile, the warm smile of Jean Gray.

In all but a whisper, Clark greeted her. "Hey."

"So, how did the little talk go?" she responded, as she sat down onto the desk.

"Just as we suspected. Bad. This is real and now. And I. I don't think we're ready for this sort of stuff."

Jean though for a second, "Well, we have been preparing ourselves for this type of event since entering the school those many years ago. Now, we have to show that this school has had reason. A purpose for being."

"Yeah, I guess you're right."

Jean smiled as she leaned in towards Clark, "I always am."

"Heh. That you are."

"So, what's next?"

"Well, we have some investigating to do. Find out who might strike out against the government and where they will be striking. While trying to keep the government from passing a Registration Act against our kind. The odds are against us. Xavier made some calls and some old friends should be returning soon. In fact, the first should be here at any minute."



Elsewhere in the Institute . . .

Kitty and Jubilee walked down the pathways outside of the school. Jubilee described the school and many of the students. Who was who. who was with who. who hung with who. and finally, who to stay away from.

"No way.That's sick!" Kitty said as both of the girls started to laugh.

They calmed down as they reached a bench and a wooden table where a few students were "chilling". One young man sat on the grass beside the table, his name Adam Berman. He sat reading a book. A book titled "Advanced Physics." Two other guys, Julio Esteban Richter and Everett Thomas, sat at the table playing cards. A beautiful blond haired female also sat at the table; her name Frances Kane, beside her was a young man, named Doug Ramsey.

"Hey guys! This is Kitty; she's new here. Kitty. This is Adam, Ric, Ev, Frances, an' Doug."

"H-hey." Kitty said still a little nervous with it being her first day.


"Nice to meet you.."

"What's up?"

"How is everything so far?"

Kitty smiled.

I think that I'm going to like it here.


Somewhere else . . .

It burns, my insides. Pain. Fire. AGGGERRRHHHHH!!!!!

Why am I like this? Why do I have to be in such pain? Why do I have to destroy?



Footsteps. Coming at me fast. Agrh. They probably need me again, my power.

Always need my power. To destroy, to kill.


The footsteps stop. Standing above me, with the light shining off of his sliver hair, my "brother". Pietro Maximoff. The so-called fastest man alive. That's what they tell me. Any way, I still think that that Flash guy from the old JSA myths is real and the fastest man alive. By far! I wish I had a power like that, rather than my powers. Rather than the pain I feel twenty four hours a day. The build up of raw energy, the fire that burns up my stomach. Makes sleeping a real pain in the ass!

"Alexander, we have been waiting for you. The time is almost upon us."

I don't give a verbal answer; I just nod my head. Signing that I will be there in a minute. In a split second, he is gone in a puff of smoke. Once again I am alone. The way I like it! But duty calls.


Outside of The Xavier Institute for Higher Learning . . .

A car pulls up in front of the long circular driveway towards the Institute, out steps a man. Long hair pulled back into a ponytail, his face unshaven. He smiles and breathes in the fresh air, opens the back of his jeep and throws a bag over his shoulder. He walks the long path leading towards the front doors to the institute. His hands appear to be somewhat larger than the hands of normal men; his feet hold the same quality. Before he even reaches the entrance, the doors open and both Clark and Jean step out.

"Clarky boy!!! How is everything?"

"Pretty good, McCoy. Old man!" Clark responds as he shakes his hand.

Henry McCoy then turns towards Jean, "What? No hug for an old friend?"

As Jean walks towards him, he lifts her into the air and spins around.

"Hey, big guy!" Jean said, trying to hold back laughter.

"It's been a while," Clark said as they started back into the school.

"Yeah, I just wish that this reunion could have been under better circumstances."

"I know what you mean Hank, I know what you mean."


Kitty Pryde was unpacking the last of her things when she felt him in her head.

{Kitty,} the professor said. {Please, come to my office. I must talk to you.}

Just a few steps was all it took for Kitty to phase between her room, and Professor Xavier's study. She knocked on the door.

"You may enter, Kitty."

Kitty phased through the door.

"Please, sit down."

Kitty walked over to the chair in front of the professor. She looked around at his desk. Remarkably, it was mostly clear, unlike the desks of many professors she knew, or had seen.

"Kitty, do you know the real reason you are here?" Xavier asked.

Kitty nodded. "Of course. I'm here because I'm a mutant, and people are scared of me. So I was put here so I wouldn't disturb anyone."

Xavier shook his head. "No, child. That has nothing to do with it. You are here because you have a special gift - a power that no one else possesses, and a gene that very few are born with. Yes, you are a mutant, but that doesn't have to be a bad thing."

"What are you trying to get at, Professor?" Kitty asked, getting slightly upset. "Are you trying to say that the school is a cover?"

"Not exactly. This school does teach 'gifted youngsters.' However, it is much more than a place for mutants to be sheltered from the world and learn from books. No, this is where they can learn to use their powers for the betterment of mankind. In fact, I bet you don't can't guess why the former students have stayed to become teachers."

Kitty sighed. "Because they're too scared to go out into the real world?"

Xavier shook his head and smiled. "No, it's because after all those years of learning to use their powers, they are using them." The professor turned and gestured to a picture hanging just above him on the wall. In it, Kitty noticed Clark and Jean, which three other kids, dressed in some unusual outfits. "Do you know who they are?"

"I know Clark and Jean, but why are they dressed so crazy? Fashion wasn't that bad a decade ago."

Xavier smiled again. "Kitty, this is a picture of the first graduating class of the Institute. After learning to use their powers, they reached out to others. The 'funky' fashion sense was caused by two main reasons; the first being the myth of the JSA. Super-powered heroes who fought in colorful costumes. The second was to keep their identities secret while they used their powers in public to help others. Mutant and normal alike."

"Okay," Kitty said. "What does this have to do with little ol' me?"

"Kitty," Xavier asked, "would you like to learn how to use your powers to benefit the world?"


The underground sub-levels of the school are more modern than their counterparts above ground. Instead of the wooden doors and old-fashioned halls were big metal corridors and rooms. Most of these rooms are unknown to the greater population, and even to some students. Those that know of these rooms are those that choose to hone their powers, hoping someday to be X-Men, or at least part of an X-related group.

At the same time that Kitty Pryde was talking to Xavier, several of her classmates were using a special room - the "Danger Room" - to train. Among them are Julio Esteban Richter, Everett Thomas, Frances Kane, Adam Berman, Doug Ramsey, and Jubilee, all of whom Kitty had met the day before.

"Jubilee seems to be gaining more control over her 'PAFS,'" Clark said in the control room. He was standing behind Jean, who was sitting in a chair, manning the control panel. Sitting beside her was Hank McCoy, another of the original X-Men. His main job was to create the simulation, based on the readings that Jean would give him. Standing in the back of the control booth were two recent arrivals. In fact, they had only knocked on the front door less than four hours ago. One was only known as Morph, the other was Sarah Jacobs. Both were past graduates, but neither was of the original group. They came a couple of years after the original five. Sarah's x- factor allowed her to turn her body into fire, and create fire blasts. Of course, those powers also enabled her to fly. Morph was a shape shifter, with the ability to assume almost any form he wanted.

"I'm really glad to see how Doug is able to handle himself in combat," Jean replied. "His powers are fairly noncombatant."

"He has been working out in the Danger Room quite a bit recently," Clark said. "I think he is trying to put his body in peak physical shape."

"Makes sense," Hank added. "Why be a hindrance to your team when your only worth is the fact that you can comprehend and translate any and every language known to man? I commend him."

In the back, Morph and Sarah were hardly listening to the conversation. Instead, they were talking to each other, in quiet voices.

"Morph," Sarah asked, "don't you feel a little uneasy dropping everything to come back to help the professor?"

Morph shook his head. "Of course not. Professor Xavier practically saved my life. Without him, and the Institute, I doubt I would be anywhere near the person I am. Why do you ask? Are you feeling uneasy?"

Sarah turned back to watch out the control window. "No," she said softly.

Down in the Danger Room, a panel opened from one of the walls, and a large, spiked ball started rolling. Most of the mutant kids were busy with their own distractions. However, Jubilee noticed that it was rolling right towards Everett.

"Ev! Watch out!" she cried.

Julio Richter turned his head and saw the ball. He was able to hold back his obstacle long enough to sent a blast from his left hand. Richter hoped to slow down the ball with his vibratory powers. "It's not working!" he shouted.

Doug Ramsey ran over, and tried pushing it back, with sheer will and determination.

"Doug!" Adam shouted, coming free of his trap. "Let it go! You can't handle it on your own!" Adam began running toward Francis.

"What are you doing?" she shouted. "Go help Everett!"

Suddenly, a huge beam fell near Doug. It caused him to lose his concentration, and he jumped out of the way before the ball could turn him into a human pancake. He had used up too much energy, and would be wasted for the rest of the exercise.

"Fran, you have magnetic powers, you can stop the ball!" Adam said, lifting Frances to the side, and then punching the metal device which she had been fighting. It short-circuited, and died.

"Oh, yeah. That's right!" Frances realized. She put her hands out, and used her magnetic powers to pull the ball back. At first, it didn't seem like it was working, but finally, she could feel it slowing down.

"Hey, people!" Everett shouted. "Some help here!"

At that moment, everyone in the Danger Room realized that Everett had been tied to the wall.

Adam quickly jumped down to the bottom of the room, and tried running around the spiked ball, hoping to get to Everett before it did.

Finally, everyone heard a big metal scrape as the ball stopped. Frances relaxed.

"About time," Everett said to Adam, who had gotten to him just as the ball stopped.

"Okay, kids," Jean said over the intercom, "that's it for this simulation. Get ready for the next one."

In the control booth, Hank turned to Jean. "Well, that went well. They certainly have improved since the last time I was here."

"The threats have gotten bigger, the risks are greater," Clark replied.

Suddenly, Professor Xavier's thoughts interrupted. {Clark.}

{Yes, professor?} Clark replied.

{Please, come to my study. Bring Jean.}

{Yes, sir.}

"Jean, the professor wants us. Hank, take over. Sarah, Morph, take Hank's place."


Clark and Jean were up in Professor Xavier's study within five minutes. As they walked in, Xavier motioned for them to sit down.

"Clark, Jean, I called you in here for a reason. I need you to do something for me."

"Like what, sir?"

"Cerebro has brought to my attention a young homeless boy who is showing high power levels," Xavier replied. "He is currently walking the streets of New York City. I need you two to find him for me."

"What are his powers?" Jean asked.

"It seems that he can destroy things by touch."

"That seems like a dangerous power," Jean said.

"And to the wrong people, a very useful power to have," Clark added. "Am I right, professor?"

"Well," the professor said, "I'm not sure, but I think it would be a good idea to find him before the 'wrong people' find him." "We're on it," Clark said standing up. "We'll be gone as soon as we grab some of the portable Cerebro units."


A special closet had been built just outside of the Danger Room. Clark and Jean stood in front of it, having already changed into appropriate street clothes, yet strong enough to protect them somewhat in a fight. Clark picked up a portable Cerebro unit and handed it to Jean. He then picked up his own.

"Just in case," he said, closing the door.

"Are we taking the Blackbird?" Jean asked.

Clark put his arm around Jean's waist and began levitating. "I doubt it," he said. "I can get us there faster." Jean smiled as Clark began flying through the building, towards the exit.

---------------------------------- Elsewhere, the mutant known as Mystique summoned two of her associates: Alexander, and the girl known only as Rogue. They stood before her, waiting for instructions.

"Alex, Rogue," Mystique began. "There is a young boy loose on the streets of New York City. He may very useful to us. He can destroy things with his touch."

'Kinda like me,' Rogue thought.

"I would go myself," Mystique continued, "but I have some personal business to attend to." She handed Alex a small photograph. "This is the boy. Beware. There might be some other people looking for him."

Mystique stood and walked away.

"Ah'm goin' to get ready," Rogue said, walking out. "Meet ya in the car in five?"

"Yeah, sure," Alex replied. 'You know I don't give a rat's ass about this "Brotherhood" or your little missions, Mystique. I'm just doing it because Magneto saved my life and I owe him. Once that debt is paid, I'm gone. Unless Rogue stays that is. Heck, I'll take her with me.' He glanced at the photo once more. 'Man, this kid doesn't know what he's getting into. Glad I'm not him.'


Doug Ramsey stuck his head in the door. "Professor?" he asked.

"Yes, Doug, please come in."

Doug walked in and sat in one of the two chairs that sat in front of Xavier's desk. 'Quite a bit of use today,' Xavier thought to himself. 'But times are changing. We must be best prepared.'

"Sir, you mentioned something about a different kinda training?" Doug asked.

"Yes, Doug," Xavier replied. "As you know, you're powers aren't much help if the team ever gets attacked. I'm sure you learned that in training."

"Today, actually."

"Well, I have spoken with some people, and we've decided that it might be best if we let you travel to Europe to train there. It will actually let your powers develop quicker than they could here. Do you want to go?"

Doug thought for a moment. "Sure, if it'll help my powers. Plus, I don't like the thought of putting my friends at risk."

"Good," Xavier smiled. "You may leave, and tell your friends. You will be leaving tomorrow morning."


Mystique was leaving through the rear exits of the Brotherhood's hideout, when a figure grabbed her arm to stop her. His touch was cold. It was a man with a thin sheet of ice over his whole body. The ice slowly melted back into his body.

"Yes, Robert?" Mystique asked.

"Magneto wants to know where you're off to in such a hurry? Aren't you supposed to be searching for that young mutant.? He could be useful to our. 'Cause'."

"I sent Alex and Rogue. Time for them to start to show their usefulness to our 'cause,'" she said as she knocked his hand off her arm. "And where I am going is my business and my business alone!"

With that, Mystique left, leaving the mutant known as Robert Drake, one of Xavier's original students - but recently turned to the side of the Brotherhood - alone.


Clark and Jean touched down in New York City only shortly after leaving Westchester. Jean let go of Clark slowly.

"No matter how many times we do that, it always surprises me," Jean remarked.

"You mean flying?"

"Duh! At least no one saw us in the air."

Clark looked around. "You know, New York is a big city. Maybe we should split up."

"Of course," Jean replied. "We can keep in contact with my telepathy."

"Or this handy little X-Men communication badge that is sewn into our jackets," Clark said with a smile.

"Yeah, whatever. I'll meet you at 387 Park Avenue South in an hour. That is, if we haven't found anything."

"What's 387 Park Avenue South?"

"Oh, just some publishing company. I just picked it because I thought it was a good enough distance," Jean said, walking off. "See ya!"

"Yeah, see you later." Clark heard two people coming up. "I don't believe it," one of them said. Clark turned around to see a face he thought he would never see, a face he hadn't seen in nearly fifteen years.



The two came up and shook hands. "Clark!" Alex said. "I thought you were dead. Back when I burnt down the orphanage."

Clark shook his head. "No, I was the only survivor... Things were never really the same though. I got moved around a lot more after that, and I had lost my only real friend. But than I was adopted sort-of and was able to get my life on track. Now, I have a reason to be."

"Ah yeah, the same thing over here. Sorry about that whole thing, I had no idea what I was."

"Hey, man, it wasn't really your fault. It was an accident."

'Yeah, just like my birth,' Alex thought.

"So who is this?" Clark asked.

"This is Rogue," Alex replied. "She is a . . . an associate of mine."

"So, what brings you into the city? You live here." Clark asked.

"Oh, we're just looking for something. How about you?"

"I'm . . . looking for a friend."

'Can't believe this, seems like he has had it good since the days o hell,' Alex thought. 'How could he have survived, unless he is. Like me. Like us.Maybe.'

Clark was thinking similar, 'Maybe I should bring Alex back to the Institute. He would like it there, would maybe even fit in.'

Than Alex's thoughts shifted. 'Wait. He seems too together. He couldn't be what that she-devil warned me about, could he.?'

Than, the small device in Clark's hand started to beep. 'No way. The girl, she is also one of "us". No.!'

Before Clark knew it, Alex pushed Rogue behind himself and got into Clark's face.

"Clark, we're going to get the boy," Alex said.

Clark paused before answering.

"No, you're not. You're just going to brainwash him into serving you and your little master."

"You have the Brotherhood confused with your goody goody friends and your brainwashing 'Father,' Xavier."

"You little . . . "

"Alex," Rogue said.

Both men turned their heads. They spotted a boy walking by.

"It's him!" they both said simultaneously, beginning to run towards him. Alex released a small blast, knocking Clark off his feet.

{Jean, come now!} Clark shouted in his head.

The boy freaked. He tapped the brick wall beside him, which allowed some bricks to come down, enough of a distraction to allow himself to get lost in the smoke which filled the air.

Clark stood up. "Alex, it doesn't have to be like this. Come with me. You can be free. Xavier is not a controlling freak."

Alex grabbed Rogue's hand and they began running. "Goodbye, Clark," Alex said. "This time, I hope it's for good, for your sake that is."

Jean came back at that moment, and saw Alex and Rogue running away. She turned to Clark, who was getting to his feet. "Who are they?"

" . . . "

"Clark, what's wrong?"

"Jean, it's gotten harder than we thought. Things just got a whole lot more complicated."


Doug Ramsey decided to spend his last day at the Xavier Institute for Higher Learning by playing a game of touch football with his friends. He was playing mostly with the guys, only a few girls wanted to play.

Frances, Jubilee, and Kitty sat on the sideline, watching the game.

"I'm kinda sad to see him go,' Frances said.

"We all are," Jubilee replied.

"But, I think he kinda liked me." She smiled as Doug looked over.

'Oh, man,' Doug said. 'That's one thing I will miss. Frances, why couldn't we ever get together?' Just then, he called "Hike!" because he was the quarterback.

He ran back a few steps, and then released the ball. Unfortunately, it was intercepted by Everett.

"And Team Gold wins!" Hank McCoy shouted.

Team Blue - Doug's team - moaned, while Team Gold cheered. They all gathered in the middle to say goodbye to Doug.

"Yes, I'll miss you," he said. "I'll be sure to call or write."

Xavier was in his study, looking out at the get-together. He sighed as he continued his phone conversation.

"Moira, yeah, everything is set for Doug's departure. He should be landing on Muir Island about noon. Times are changing and we must be prepared for anything. You know what to do right. Good, is everything set. Very good. I'm sorry about this, but you know how bad things are now. Yeah, take care. And keep me updated."

With that, Xavier placed the phone back onto it's receiver and looked back out over the playing field. He breathed a deep breath as he enjoyed the moment of peace, maybe one of the last few of these kinds of moments.


Xavier Institute for Higher Learning, West Dorms - 10:00PM

A young man is typing away at his computer, posting a news article on his web site, The article is titled Mutant High. He smiles as he finishes typing, and presses the spell-check button to proofread his work. He sits back in his chair and places his hands behind his head, closing his eyes to get the full effect of being in total relaxation. As he slowly opens his eyes, some thing is different. The lights are off, and the power is out. His eyes open wide when he sees what is in front of himself . . .


Noon - 10 hours earlier.

Freddie Thomas was rushing to class, both hands were full holding his notebooks and text books. He got to class just as the bell rang, signaling the start of biology. The teacher was Ms. Grey, the woman of every man's dreams; a great body, long flowing red hair, and eyes that feel like they can look right through you. Thomas sat in his seat, he looked to his left, there stood an empty seat that Doug Ramsey occupied before leaving the night before.

Doug's departure was great news to Freddie. Both of the students were panning over fellow classmate Frances Kane, a knockout blond. Now, Freddie though, would be the perfect time to ask out Frances . . . . He tucked in his shirt and took a few steps over towards her.

"Frances . . . " Freddie began.

Frances was talking to Kitty Pryde, one of the newer students. Freddie thought that it was pretty weird that she transferred into the institute just before midterms, but whatever.

"Um . . . Frances . . . " Freddie asked again.

"Oh, hey . . . Fred," she said as she turned towards him.

"Um, yeah, hey. I was, ahhh . . . Wondering if . . . "


" . . . Um, if, you . . . Know the pages of last night's homework?"

"Oh," she smiled, "We didn't have any homework, we just had to look over the pre-lab sheet."

"Oh, oh yeah, thanks."

Freddie took a quick step back without looking, bumping right into Adam Berman. The impact sent Adam's notebook to the floor, along with his sunglasses. For a split second, Freddie looked right into Adam's eyes, they looked almost catlike. Quickly, Adam covered his face and lifted his glasses up from the floor, putting them back on . . . Covering his eyes.

"I'm sorry, I didn't mean to . . . " Freddie said as he helped Adam by picking up his notebook for him.

"It's ok, whatever," Adam said as he sat down in front of Frances and across from Kitty.

"Okay, class," Ms. Grey began. "Today, we will be working on the 'Plant' Lab that you should have read about last night. I want you guys to split into groups of three on your own as I finish some paperwork."

She went over towards her desk and sat down. Students moved about the room, turning chairs and making smaller group circles. Adam, Frances and Kitty went towards the back of the room and sat by one of the microscopes. A few minutes passed and everyone settled down. Everyone was a part of a group, but Freddie. He was all-alone, still in his seat, slouched down and wishing he was somewhere else. All of the groups were filled, not leaving anywhere for him to even be added onto. Ms. Grey stepped towards him.

"Well, a few students seem to be absent today. Would it be okay if you worked with me for today?"

"Um, yeah, I guess."

Freddie pulled a chair up to Ms. Grey's desk, where there was a setup for the Lab ready.


Adam, Frances and Kitty were working on the Lab. They were past the first two parts and were toward the last part. Testing different acids on different types of plant life.

"So, you guys train a lot?" Kitty asked, wanting to know more about the secret part of the 'school'. "The Danger Room looked wicked!"

"It's a blast, kicks ass better than any school sport ever could," Adam said while trying to read the labels of two bottles of different strength acids, his tinted sunglasses making it difficult.

"Yeah, and it's a great workout. And I can't begin to explain how much it has helped my powers!" Frances said, keeping her hands away from the plants and chemicals.

"It looked kinda dangerous though . . . Ya know, that big spiky ball thing . . . "

"Ah, nothing we couldn't handle!" Adam said, still checking out the labels. He turned his head a little bit and saw Freddie out of the corner of his eye. Freddie was staring right at him, then turned away.


"What's the matter, Adam?" Frances asked.

"The weird kid, Fred or whatever . . . I think he knows 'about' me . . . "

"What?" Kitty asked, a little fear in her voice.

"Before, when he bumped into me, he sort-of knocked off my glasses . . . I think he saw my eyes. And now, he just keeps on staring at me . . . and they call us freaks?"

"Should we go to the professor?" Kitty asked.

"No way . . . We should handle this on our own," Adam started. "We can't keep on going to the 'adults' for help."

"What do you mean? This has happened before?" Kitty asked.

"A few months ago, Adam was having a little trouble controls his powers. In the middle of a boring bio class, he turned into the Reptilian form, smashed his desk into pieces."

"No way! But everyone had to see . . . "

"Yeah! But just seconds before it happened, Jean used her powers to change what everyone saw. What everyone thought they saw was the desk break and Adam fall to the ground, than he ran out of the class in embarrassment. It was hysterical!"

"No way!" Kitty said, giggling.

"Yeah, very funny . . . It gets funnier every time Frances explains it to someone . . . Ha Ha Ha . . . " As Adam finished, one of the bottles slipped out of his hand and smashed on the counter. It quickly ate through all of the plant samples and notes. "Crap."


2:30 PM

A few hours passed and the last few classes ended. Freddie was in his room, "surfing" through sites on the Internet about "beast" people and freaks known as mutants. His eyes were stuck to the screen as he read about these "dangerous" killers and outlaws.

'Oh my god! He hangs out with Frances, what if he is plotting to kill her or eat her or something??? I have to do something to stop this!'



"I can't believe Jean is making us redo the whole Lab!" Frances said as she sat back in her seat.

" . . . 'us'?" Adam asked, while he and Kitty were working on the set-up and writing notes on what they found. The rest of the classroom was empty.

"Well," Frances started to explain, "you guys are the smart types, you don't want me messing up stuff . . . Ya know, we don't want to have to do this Lab for a third time or anything!"

"Yeah, oooky. Can ya at least get me that ruler over there?" Adam asked.

"The metal one?" Frances asked as a smile formed on her face.

"Yeah," Adam said, not even lifting his head from the work.

"Wait, Frances . . . You shouldn't use your powers this much in the open . . . Right?" Kitty asked.

Frances looked around, but saw no one. "Nah, it's fine, no one's around to see me!"

Frances pointed her hand in the direction of the ruler, than concentrated really hard. A split-second later, the ruler shot across the room and into Frances' hand.

Outside, peeking through a window was Freddie. His jaw dropped as he saw the ruler fly across the room. He took a few steps away from the window with out looking and tripped over a bush, falling face first into a mud pile. As he started to get to his feet, three of the starting members of the "Institute's" football team were passing by: Chip Sliver, the starting QB; Bryan Parks, a starting receiver; and Stephen Oyster, an overweight linebacker.

"HA, hey lookie over here . . . Thomas is playing in the mud again! HAHA . . . Loser!" Chip started.

"Yeah, what a loser!" Bryan continued after Chip's lead.

"Ha . . . Yeah . . . Ha . . . Yeah . . . Um, what a . . . Loser, yeah!" Stephen said, confusing himself in the process.

" . . . ass . . . " Freddie whispered to himself.

"What did you say?!?" Stephen said as he pushed Freddie back into the mud. "HAHAHA . . . Um . . . "

Freddie had other things on his mind though, that now there was at least two of the killer mutants in his school, and maybe a third.



Freddie was able to get mostly cleaned up, still some mud here and there. He was now following Kitty, Frances and Adam around. Nothing special happened since earlier though. Freddie was almost ready to call it quits, when he saw the three walk into an old storage closet. Why would they be going there?, he thought to himself. He waited a few minutes, then tried to open the door, but it was locked. He took out his pocketknife and was able to pick the lock. The door opened, but instead of the supplies and boxes that he though would await him, there was an elevator. He entered the elevator, and looked at the control plate. There were at least 7 different floors, basements and one red button labeled 'Danger Room'. Of course, he pressed the red button. The elevator slowly made it's decent, stopping and opening to a long metallic hallway, with a door label 'Control Room' on one side and a large window on its far end. Freddie took off his coat and placed it between the elevator doors, to ensure that they wouldn't close. He quickly made his way to the large tinted window; he got close so he could see through it. The room had to be the size of a football field, and there was Adam, Kitty and Frances, all in red and black uniforms. A few seconds passed, and it was amazing, the room around them transformed into a Jungle. Half bird/half men were attacking them. Adam stepped in front of Kitty and Frances, and his body grew much larger, his skin turned into green scales. A Monster? Freddie now knew that what he read online was true, that the mutants were monsters! Next, Kitty held her hand on both Adam and Frances, the half human/birds flew right through them. Frances concentrated and used the birdmen's metal weapons on themselves, than tied them up with metal wire, which was lying on the ground. Next, more birdmen came, Adam stood his ground and fought hand to hand with them, taking most of them out. It almost seemed like they were advancing towards a small jewel on the opposite end of the "room". A few minutes passed and they got it. The Jungle surrounding faded away and a voice went over a loud speaker, it was Ms. Grey's voice.

"Good job, guys. There will be a 5-minute break before the next Training session. I'll be putting you guys up to level 6, so stay alert!"

Freddie though to himself, Training? Ms. Grey? The institute is training mutants in secret??? I have to get help from somewhere!



Damn, I tried the police, they hung up, said to stop pranking. The state house, they said the same thing. My parents wouldn't even believe me, they just think that I'm making up another excuse to get out of this "school", yeah, it's a school all right! Now, I'll do the only possible thing to get people's attention, post the info on my site. I get a few 1000 hits a week, maybe someone will notice what's going on. He clicked on his word processor, and began to type.



Adam was in reptile form. Robots were coming at him from all ends. With powerful lefts and rights, he cleared his path, walking forward and never looking back. He reached some sort of clear glass and lifted both arms high into the air. Bringing them down like a ton of bricks, he crashed right through the glass. Metal tentacles extended from the wall and pulled him backwards, but he held his ground and took another step forward, extending his arm, and finally grabbed the small red stone. The robots shut down and the landscape around him disappeared. He wiped the sweat from his head and dropped down onto his butt. A door opened and Kitty and Frances entered.

"Yeah, way to go!!!" Frances said, a smile on her face.

Next, Jean Grey entered.

"Yeah, good job Adam. But I wouldn't exactly call it a win. Two out of three members of the 'team' were eliminated, in real life, they would be dead."

"Oh, yeah . . . heh." Frances shrugged her shoulders.

"Adam and Frances, both of you have been doing very well alone, but you guys have to work on your teamwork. That is the key to 'winning' any battle, others to rely on. Kitty, excellent for your first day of training. You have great control of your powers, a control that we will hopefully be able to help you expand."

Adam, Kitty and Frances put their 'normal' clothes back over their uniforms and stepped out of the Danger Room and into the hallway to the elevator. They stopped in their tracks when they saw mud prints across the hall. They remained silent as Jean entered.

"Guys," Jean began, "would you like to explain whose prints these belong to? Or should I find out for myself?"

"Um, yeah." Adam brushed his hand through his hair. "I think I should tell you something . . . "


10:00 PM

Freddie is typing away at his computer, posting a news article on his web site. The article is titled Mutant High. He smiles as he finishes typing, and presses the spell-check button to proof read his work. A few seconds later, he sits back in his chair and places his hands behind his head, closing his eyes to get the full effect of being in total relaxation. As he slowly opens his eyes, he notices something is wrong. The room is in total darkness, the lights are out. His eyes open wide when he sees what is in front of himself, the computer had shut down, and deleted everything that he had typed. The Institute must have had some sort-of power surge or something.

His door is open, and from the hall, Frances says "Hi."

"Oh, hey Frances."

"What's wrong, Fred?"

"Oh, the power surge we had a few minutes ago wiped out all of the work I put into my term paper in the last few hours. It's going to take me forever to fix it all!!!"

"Oh, I'm sorry. If you need any help, just let me know," Frances smiles as she leaves the room.

"Yeah, thanks, thanks a lot!" Freddie says, then with a sign he turns his computer back on . . . To work on his term paper again.


Elsewhere - 10:15 PM

Jean stood in front of Adam and Kitty. Frances entered the room, "He doesn't know a thing, the amazing Jean to the rescue!"

Jean cracked a half smile. "Guys, why didn't you just come to me when this began?"

"Well, we . . . I didn't want to hassle you with this stuff, I wanted to handle it by my self, you know, fix my own mess . . . " Adam said, not looking Jean in the eye.

"We do like to see you guys thinking for yourselves, but when something like this occurs and threatens the rest of your 'classmates' and the institute, then you should come to us. We are here to help, not punish!"

"Oh, good than. I better get some sleep, we got a test in social studies and stuff . . . " Adam said, while trying to step away from Jean.

"And you will all be having detention Saturday afternoon."

"Awww, yeah, cool. Heh . . . Um . . . " Adam looked at Kitty and Frances, who just starred back at him coldly.

"Hey, it wasn't just my fault!"


They stood quietly, watching the building. They were studying the movements of the security guards. They were also planning. After they felt like they had seen enough, they huddled together.

One of them pulled out a small device and laid it on the ground. A special hologram appeared. It was a map of the complex. As he brought his hand back up, he turned into ice.

Iceman looked around at his group. Alex was on his right, with Rogue to his right, Quicksilver across from Iceman, and Maggott standing beside him. Iceman glanced at the slugs resting on Maggott's shoulders and groaned a bit. He pointed to a red dot on the hologram.

"This is where we have to go, guys," he said. "That's where the Registration Act files are that Magneto wants us to get."

"How are we getting in, Bobby?" Alex asked.

The hologram changed shape. "I'll get us past the fence. Then, we split up into teams. Alex, you and Rogue will go straight in this door right here." He pointed to the main door at ground level. Then, he moved his finger to point out an entrance on the roof. "Maggott and I will come through the top. Quicksilver, you are going to run around the perimeter and take out as many guards as you can. Meet up with Alex and Rogue when you are done."

"Stealth?" Alex asked.

Iceman shrugged. "Try not to be noticed at first. However, if our cover gets blown at all, don't worry. Just blast your way to those files. Try not to hurt them, though."

"How do we get to the files room from our entrance?" Quicksilver inquired.

The hologram shifted again. "Alex and Rogue, you'll be able to charge straight in, down a hall, and into an elevator. Go down five floors, and you'll be in a large room. We haven't figured out what that room is. Run to the end of the room, and get on the other elevator, going up six floors."

"Why can't we jus' go up the elevator one floor?" Rogue asked.

"Because that part of the building is hidden. You can't simply go in like that. Maggott and I will come from the top."

"How do we get there, maat?"

"Don't worry, bud. I know where to go," Iceman said, picking up the device. "Everyone set?"

The members of the Brotherhood nodded.

"All right," Iceman said. "Let's go."

The quintet ran toward the chainlink fence surrounding the government complex. Iceman chilled the air, creating a mist which allowed them to see any infrared beams. Naturally, they were there, surrounding the fence. Bobby created an ice shield, which allowed the infrared beams to bounce off of it, forming a hole in which the Brotherhood could move through with ease.

As soon as they were on the other side of the fence, Bobby ordered, "Run!"


The Xavier Institute

Classes were in session; both mutants and normal students lined the hallways. Clark watched as normal children passed by; it's still strange to him every time he thinks of how things were when he was first here. A class of only five students, all mutants. But now, there are at least a hundred or so children, mutants and humans alike. Xavier said that letting normal students in was the only sure cover to protect the young mutants that learn to control their powers in these very halls. If the Government or anyone else knew the truth, everything would be lost; just how the "New Mutants" project set up by Xavier failed. The "New Mutants", a project set up by Xavier a while ago, it involved a select few mutants to be taken out into the public, to use their powers as heroes. The test was to see if they would be accepted, but the test failed. The "New Mutants" disbanded, and Xavier vowed to never put the children in risk like that again. Now, the world seems to get madder everyday. Mutant Registration. How can they.? This doesn't seem real.

The bell rang and Clark watched as the children entered their respective classes, he than entered his own class, shutting the door behind himself. Less than a second later, there were knocks at the door. Behind the doorway was Jubilee, she popped a bubble as she entered the class, books filling up each hand.

"Sorry I'm late!" she said as she sat down into her seat, one seat over from Frances.

"It is quite alright Ms. Lee," Clark said, "Now, I want everyone to turn to Chapter Twelve and outline the Holocaust. Midterms will be coming up soon enough, so I want all you guys to be ready."

Clark sat in his chair as the class started to work on their outlines. Strange . . . he thought. How the world keeps repeating itself.


Elsewhere . . .

The Brotherhood charged forward. Quicksilver ran ahead of the group, since his mutant ability increased his natural speed. In a matter of seconds, he had taken out most of the armed guards. However, at least one of them was able to set off the general alarm.

"Okay, guys!" Iceman ordered. "They know we're here! No sense staying hidden."

A whole army of guards came running out of the building. Iceman created an ice ramp and ascended to the roof of the building. Maggott jumpped on and ran up. Several guards got the same idea. Maggott allowed his maggots to slide off his shoulders.

"Go on, Eeny and Meeny. Show 'em what you c'n do!" he exclaimed.

The two maggots slid down the ramp, colliding with the guards. Iceman saw them tear into them and winced. No matter how many times he'd seen it before, he just couldn't stand the sight of those maggots.

Meanwhile, down on the ground, Alex and Rogue were fighting their own way past the guards. For every one they knocked down, another three came charging from within the complex.

"This is it," Alex said. "I can't hold back. We need to get it."

His hands began glowing, and the pain inside of him returned. Alex ignored it. This mission came first. He aimed at the doors, and let loose. An uncountable number of guards fell to the ground.

"'Lex," Rogue asked, "did ya hurt them?"

Alex grabbed her hand, running into the complex. "Don't know, don't care. Come on! We gotta find that elevator!"

Iceman and Maggott reached the roof. Maggott shattered the ramp as soon as he had reached the top.

"What about your . . . 'friends'?" Bobby asked.

"They'll get to me," Maggott replied.

"If you say so."

Just then, a door flew open, and about ten armed guards came running out.

"Freeze!" one of them shouted.

"What a great idea!" Iceman replied, blasting them with ice, sending them flying off of the building. "Sheesh! Where do all of these guards come from? They're coming out of the woodwork."

Iceman and Maggott ran through the now open door and began their descent to the file room.

Down below, Quicksilver was still running around the building, stealing and disassembling weapons as fast as he could. He was averaging about three and a half each cycle. However, about twenty men were coming out each time he made a complete circle of the building. Finally realizing that he only had one choice, he ran inside the complex.

Alex and Rogue had already reached the interior. They ran straight for the elevator, which was straight ahead of them. Alex was just blasting away. Finally, they reached the door. Rogue pressed the button.

"It's at the top," she said.

"We don't have time for this," Alex said as he blasted the doors, leaving a gaping hole. "Fly us down there."

Rogue began levitating, and grabbed Alex's arms. She flew into the elevator shaft and began going down. She heard something metal moving.

"Rogue, look out!" Alex shouted.

Rogue flew down as fast as she could to the fifth level down. Alex blasted that set of elevator doors, and Rogue tossed him in as fast as possible before darting in herself. The elevator came crashing down behind them, creating a large cloud of dust.

The two mutants turned the corner and found themselves in a large empty room. Just the two of them, with about fifty armed guards.

'Here we go again!' Alex thought.


Iceman and Maggott reached the Records Room with relative ease. Except for a few random guards, they didn't run into too much trouble. Eeny and Meeny had even come back to Maggott. Quicksilver came up right behind them as they arrived.

"Hey, guys. Got it open yet?"

"No," Iceman said, putting his index finger to the doorknob. He inserted a small amount of ice, and allowed it to take the shape of the keyhole. He turned his icekey and opened the door. The three walked in, and Iceman closed the door, but left it slightly ajar for Alex and Rogue to get in.

File cabinets covered two walls of the room. A computer sat in the middle. Quicksilver ran to that.

"You want me to delete the files?" he asked.

Bobby nodded. "They probably have back up files somewhere else though. However, the fewer copies they have, the better."

Just then, Alex and Rogue entered. "Iceman! Cover the door! The guards are right behind us." He fired a blast, knocking several down before rushing in. He closed the door. Iceman blasted it with ice, covering it with a layer of ice several inches thick.

"Rogue, hold it! Alex, help get files."

Iceman, Alex, and Maggott ransacked the files, and grabbed as many as they could. Maggot was able to grab a lot, since he was wearing an overcoat. Meanwhile, Quicksilver's fingers flew over the computer keyboard, typing in the commands to erase the machine. He stood up.

"Done?" Maggott asked.

"I am. The computer's not."

Quicksilver began helping take out files.

"Quickie!" Iceman ordered. "See that middle cabinet? Destroy all of the files in there."

"What if Magneto wants them?"

"He won't. He told me exactly which one he wants to have destroyed, and those are it."

Quicksilver began ripping through the files, leaving a pile of shredded paper on the floor. Iceman picked up a huge stack of folders, and grabbed a case of disks. He created a special icebox and placed everything in it.

"Bobby!" Rogue shouted. "Hurry! They're comin' through!"

Iceman looked at the computer. 'It's too slow,' he thought. He lifted his left arm and shot a piece of ice at it. "Quicksilver, disassemble the CPU. Rest of you, let's go. Maggott and I will take most of the files. The rest of you cover us as you retreat. Our mission is done. Is it getting hotter in here?"

"I kinda started a small fire on the way here," Alex replied.

"Rogue, stand back," Iceman ordered. He shot a massive blast of ice, and knocked down the door. Quickly, he and Maggott were shooting down the hall with the files, going down the predetermined escape route. The other members of the Brotherhood followed, Alex blasting like crazy, causing the fire to spread faster.

When they got outside, each of them grabbed a set of files and began running. Rogue flew instead. As they neared the fence, the building blew.


Watching only yards away, Magneto stood with his partner, Mystique. They were watching the attack. Magneto was smiling.

"Do you really think we can trust one of Xavier's students, one of his friends, to head this attack?" Mystique asked.

"I was once a friend of Xavier's. We were like brothers," Magneto replied. "Besides, Iceman can be very useful in locating Xavier. I haven't told him anything I don't want him to know."

Mystique grunted.

Still watching the blaze, Magneto used his power to lift one of the steel beams beside Mystique. It was placed there for future construction. It lifted in the air, and then was twisted into a knot. "Trust me," Magneto said.


In New York City, a man with a black mustache, and thin glasses ran into Lex Luthor's offices.

"Mr. Luthor!" he cried, holding a videotape.

"Happersen!" Luthor bellowed. "How many times have I told you NOT TO COME IN HERE UNANNOUNCED?"

"I'm sorry, sir," Happersen replied. "But we just got this tape, and I thought you might be interested."

Luthor put out his hand. "Give it to me. This better be good, or you'll be looking for another job."

Happersen handled the tape to Luthor, who put into the VCR in his lowest desk drawer. An image popped up on his desk monitor. It was a scene of the government complex that the Brotherhood had just destroyed.

"Consider yourself lucky, Happersen," Luthor said. "Who did this?"

"A mutant group that calls themselves the 'Brotherhood.'"


"Yes, sir."

Luthor pressed the intercom button. His secretary answered. "Yes, Mr. Luthor?"

"Get me Senator Kelly on the phone immediately."

"Yes, Mr. Luthor."


Within minutes, a video conference had been set up between Luthor, Senator Kelly, and Henry Gyrich. Happersen had since been sent out.

"Senator Kelly, Mr. Gyrich, I assume that you have heard about the mutant attack on a government complex."

"Yes, I have," Kelly replied. "However, I am interested in how you found out."

"Kelly, I make it my business to keep tabs on my . . . projects. I wish to know what will be done about it? This attack proves that mutants are dangerous to the safety of the American people."

"Actually, that's where I come in, Mr. Luthor," Gyrich said. "I have been in contact with several meta-humans . . . and aliens, I guess. It seems as if we can create our own supergroup to combat this mutant menace."

"And what exactly is this supergroup?" Luthor asked. "I want details."

"Actually, it is a supergroup that has existed before. It broke up a few years back, for some rather mysterious circumstances," Gyrich replied.

"You wouldn't happen to be talking about the Avengers League, would you?" Luthor inquired.

Gyrich nodded. "As a matter of fact, I would. I've already contacted the one called Martain Manhunter. He has agreed to talk to me."

"I want to be there," Luthor said.

"As do I," Kelly added.

"Very well," Gyrich replied. "I shall be meeting with this 'Martain Manhunter' early tomorrow. Can you fly down to Washington?"

Luthor smiled. "I'll be on a plane within the hour."


The Xavier Institute . . .

The rest of the day was pretty uneventful. Clark dismissed his last class a few minutes early and made his way to the Danger Room. Hank and Morph were already there, engaged a duel, using their mutant powers. Jean and Sarah were standing in the Control Room, watching and manning the controls. Clark entered, taking off his dress shirt revealing a black uniform with redlined buckles. Clark signaled to the girls who then opened the door to the Danger Room. Clark flew in at great speed and caught both Hank and Morph off guard, knocking them off their feet.

"Can one more join in on this fight?" Clark asked as they got to their feet.

"Okay, you better be prepared for a beating!" Morph said as he turned into a giant ape and jumped at Clark.

"Hey, and I thought that I was the beast type guy?" Hank said with a laugh as he joined in.

In the control room, Jean and Sarah talked.

"Looks like things are really changing," Jean said.

"Not really," Sarah replied. "Sure, I've been pulled back into the 'business', but it's nothing that's radical. It's only been a few years since I left." She looked down into the Danger Room, and watched the guys. She chuckled. "They all still have their testosterone battles," she commented. "Like I said, nothing much changes. Although I am surprised that you and Clark aren't together yet."

Jean hesitated. "Well . . . I've been thinking about it. But, we're just friends. That's all."

Sarah nodded. "Sure," she said softly, "for now."


Magneto stood, looking over the assembled Brotherhood. He began speaking. "Fellow mutants," he began. "Tomorrow, the United States Congress will be meeting. We will be attacking that meeting. No one must hold back. This is your time to show that the Brotherhood is for real and to be feared. Be prepared for tomorrow morning."

He turned and walked out of the meeting room. Mystique was waiting for him in his office.

"They'll hate you for the truth behind your plans," she said.

Magneto walked over to his chair. "And that is why only you have knowledge of what will be transpiring."


After the speech, Bobby Drake quietly left the meeting room. He found a corner, where he was sure that no one would find him. He pulled out a small device from his pocket, and pressed a button.

"This is Iceman. Magneto will be leading the brotherhood on a full-scale assault on the Congress meeting tomorrow morning. I think that the Mutant Registration act will be announced to the public and voted on."

"Good work, Iceman," the voice on the other end said.

"Iceman out."

Bobby stood up, pocketed the device, and walked out of the corner.


Back at the Xavier Institute, Charles Xavier put down a similiar device. He used his powers to contact his graduates.

{Clark, Jean, Hank, Morph, Sarah . . . There is an emergency. I fear that it is time for you to go into action . . . }


Moe's Bar - New York, New York


A young man, Alex Summers, sat drinking. He had been here for a few hours, gulping down one after another. But now, something was different, the rest of the bar was empty. He just continued to drink, not caring about the time, or the lack of others around.

Beer, an alcoholic beverage made from malted cereal grains (barley for example), flavored with hops and brewed by slow fermentation. But my definition of it, a pain reliever . . . The more I drink, the less I feel my stomach burning from within. You see, I'm a mutant, one of the deadly monsters "gifted" during birth with superhuman powers. "Gifted", that's a strange word, because I don't really feel that freaking "gifted". It's more like a punishment. Hell, my whole life has been a punishment. I was the only survivor of a plane wreck from before I could even remember, the newspapers said that I was "lucky". You know, that too is one of those funny words. "Lucky" by definition means producing or resulting in good by chance, favorable. You know, losing my family to a burning plane wreck and being tossed in an orphanage isn't quit my idea of luck. Whatever, everything's messed up. The world is screwed up, heading for hell. And when that happens, I'm just going to watch and laugh. Yeah, I'm just simply waiting for that day.

He heard an explosion from outside and a loud yell, "Show yourself, MUTANT!"

Alex took another sip, ignoring who ever was calling him out. Then, with a loud crash, the windows and front wall of the bar were blown off, sending glass all over the bar counter. A man in a metal suit, standing over ten feet tall, stepped through the rubble.

"Face me, mutant!"


Government Complex - Upstate New York

Hours earlier

Alarms were blazing, red lights flashed all over the place. They were being attacked; beings with superhuman powers were trashing the place. In a control room, one man watched it all. Douglas M. Carmody, the head of security.

"No!" Douglas pressed a button on the control pad. "Sector 3 needs back up, the teams already been taken out, I report Sector 3 needs back up. Also, Sectors 1 and 15 also need reinforcements! Quick, move it."

He pressed the button again and though to himself, Who are these people? What are they after?

"Sir," another security member said, "they seem to be advancing towards Senator Kelly's files. The ones on mutants."

Of course, mutants!

"Good job, I want at least fifty guards waiting for them! Armed and ready! No one leaves alive!"

Dirty mutants!


Moe's Bar - New York, New York


Alex shook his head, knocking little pieces of glass from his hair. He looked down at his mug, glass floating in his beer. He took a deep breath and slowly got up. He turned and threw his mug at the man.


The mug smashed on the head of the metal suit, beer dripping down from it. Alex took off his leather jacket, and folded it on the barstool.

"You want a fight?" Alex asked, while pulling up his sleeves. "You got one!"


Government Complex - Upstate New York

Hours earlier, again

Fifty-five guards, armed and ready, waited. Two members of the terrorists were in an elevator shaft advancing towards them. Now, in just a few seconds, they would be taken out. Then, they entered the large room. All at once, the guns were fired, and they keep on firing. The female terrorist quickly jumped in front of the male. The bullets bounced off her. Some sort- of plasma blasts erupted from the male's body; the bullets were being fried in midair. The male then jumped in front of the female, with a smile on his face he began to take out the guards left and right. His eyes were like a madman. Blood poured from the mouths of some of the guards.

Carmody couldn't believe what he was seeing. Then the other monitors showed him that three others had already broken into the Record room. Talk about a bad night. Fires were spreading all around the complex, guards were down, broken and maybe dead. Then the two mutant terrorists joined the others in the record room, somehow locking the guards in the other room, with the fire. They wrecked havoc to the files, taking some, destroying others. Then made their escape. But the one with the plasma blasts, he sent one last message to the government. He shot up a few barrels, causing a chain reaction, which in-turn made the complex blow up in flames.


Moe's Bar - New York, New York


The man in the huge battle suit was shooting bullets towards Alex at an amazing rate. With ease, Alex ran across the room dodging them. He then shot behind the guy, releasing a powerful blast of burning plasma; which melted right through the armor. The armored man shot around, knocking Alex off his feet, then crashed both of his elongated arms into the ground, leaving a hung dent in front of Alex. Alex quickly got up and sent a plasma blast across the ground, knocking the heavy steel suit off its feet and onto the ground. He then jetted into the open streets, smoke filled the air and people were all over the place, running in fear.

Crap . . .

Slowly, the armored man got up and started to pound his way towards Alex. Alex just smiled and waited for him. Light was glowing around his hands, and in a split second, he shot two blasts across the street directly hitting the arms of the armored man, disabling the weapons on them.

"Ya wanna know what. There is only one way that I know of, asides from drinking, to stop the pain within me . . . "

Alex then moved towards the armored man, and shot out his legs. Smoke was filling the air, along with the sound of screeching metal. Alex took out a pack of cigarettes, and lit one up.

" . . . And that is to release the pain from my body!"

He then took a step onto what was left of his armored attacker, and shot out the front of the head revealing the guys face.

"Who the hell are you?" Alex asked, before taking another puff.

"Do . . . Doug . . . Douglas Ma . . . Douglas Car-mody . . . Why . . . ?"

"I just wanted to know . . . I hate bigots."

Alex blew a puff of smoke in the man's face, then simply smiled before releasing one last plasma blast, killing him.


Government Complex - Upstate New York

Hours earlier, Last time . . .

The attack was over, the Complex was left in ruins. Douglas slowly emerged from the rubble and looked around. People were in pain, many dead, and then a figure approached him. It appeared to be a man, his body covered by metal, a cape draped from his back. Fear over came Carmody and he fell back to the ground.

"Do you wish to get vengeance for this attack? For your dead men? Their blood is on your hands if you choose not to!"

"Ve . . . vengeance?"

"Yes, I have the tools to locate he who has done this, and weapons to help you fight him."

"Weapons? The mutants? Yeah . . . I want vengeance!"

"Very well!"


City Streets - New York, New York


Alex jumped off of the burnt armor and threw his cigarette onto the ground, stepping on it. He walked back into the bar and picked up his leather jacket. He took a few more steps, then realized that someone was behind him.

"What do you want?" Alex asked.

"Mr. Summers. I have a proposition for you."

Alex turned to see another man in metal, this one normal height, a cape draped to the ground behind him.

"I am Doom, and you have passed your test. So, I offer you a spot by my side."

"Test? What test?"

"The fool. You disabled and killed him much quicker then I would have thought. Now, I offer you a spot on my team, a spot to help overtake this world. To rule it how it is supposed to be."

Alex thought for a second and put on his jacket. He then walked closer to Doom, getting right in his face.

"Piss off!"

Sirens from cop cars filled the air. Doom turned to them, then turned back to Alex, but he was gone.


Doom presses a button on his belt, and is gone.


Xavier Institute for Higher Learning - late Friday night

The former students of the Institute stood in front of Charles Xavier's desk. The professor looked at them. On the left was Clark, then Jean, Hank, Morph, and Sarah.

"As you know, the Brotherhood has been causing many problems for us," Xavier said. "I need the five of you to be on guard in case they show up at the Congressional hearing tomorrow."

"What's so special about tomorrow?" Morph asked.

Hank turned to his friend and spoke up. "The Senate is discussing mutant registration. A very touchy subject, prone to terrorists attacks."

"That's correct, Henry," Xavier said. "Now, you should all get ready and get some rest. You must be up early tomorrow to make the flight to Washington."

As the mutants turned to leave, Xavier asked Clark to stay behind.

"Be careful, Clark," he said after the rest had left. "Tomorrow might be the battle we've been waiting for."

Clark nodded and left the room.


Congressional hearing, Washington DC - Saturday morning.

A man stood at a podium, overlooking the Senate. His name was Robert Kelly, and he was also a Senator.

"Today, the future is now," he began, all eyes on him, "things that we will be voting on today will be felt for generations to come. This is for our children and our children's children. The topic I will be presenting to you today, is Mutant Registration."


Outside the Capitol . . .

The streets were overflowing. News reporters, journalists, citizens, protestors, and activists were pushing and shoving their way towards the front. Cops were barely able to keep the crowds back, barely able to contain the hysteria. On one side of the crowds, people were holding up signs that vary from person to person but still hold the same meaning, "Death to all mutants!". While across the path are Mutant Rights Activists, their signs reading "Mutants = Humans" and "Don't Kill our Offspring". The Congress meeting was only made known to the public early that morning, when the Saturday morning cartoons were preempted for special reports on the proposed 'Mutant Registration Act'.

Among the crowd, a man wearing an all black suit looked around, but saw nothing out of the normal.

{Jean, how are things by you?} he thought to himself, waiting for a response.

{Nothing yet Clark. All is clear by Morph and Sarah too.}

{How about Hank?}

{Not sure, he hasn't contacted me through the mind link yet. And I haven't been able to contact him.}

{Keep trying to contact him, something might be up.}

{Sure thing . . . }

Only a few feet from Clark, was one of the Daily Planet's star reporters, Lois Lane, and her photographer, Jimmy Olsen.

"No word on the voting yet, huh, Ms. Lane?" Jimmy asked.

"Nope," Lois replied. "It's gonna take some time for them to vote on this. It's crazy that they are even considering this, we can't segregate people like this, I mean it has never worked in the past. It will only lead to something bad."

Jimmy took some pictures of the different groups and their signs.

Peter would love this, he thought. But, only one of us could come here, and he said he needed to stay in New York to do something. I wonder if it has anything to do with that girl he met . . .


Inside . . .

"Just last night, mutants showed us twice just how powerful and dangerous that they are. First, one of our very own government facilities was attacked and destroyed. Many men are in critical condition, others are dead. Then, just a few short hours later, a mutant decided to destroy a bar in New York City, why? I mean, what reason did he have to do this? Simply because he could. These are just two examples of the many occurrences involving mutants attacking and killing normal humans. And this is why I feel that Registration is the only possible next step that we can take. These weapons should not, and can not walk around unchecked."


Senator Kelly paused for a moment, and then took out a file from his briefcase.

"Right here, I have police documented cases of mutants in our schools. Only two years ago, a young man turned into a reptile 'monster' during the middle of a school day, although there were no fatalities, the boy did over $50,000 damage. That's not even including the emotional distress that he caused his fellow classmates. He hasn't been seen since, who knows where he might be? Would you feel comfortable knowing a 'monster' like that could be going to your child's school. Could walk and talk like a normal kid, then a girl might dump or reject him and he could go crazy, and tear up the school. Cause the Taxpayers to pay more and more money, and why? Why, when it can be avoided!

"More recently, a young homeless boy took out half a building, cost countless families their homes. If we knew about him sooner, we could have regulated his powers, maybe negated them for him. How would you feel if someone cost you your home, or your job, because they couldn't control themselves?"


Outside . . .

"This is so crazy!" Lois said as the cops tried to hold back rioters. Then, in a split second, things got a whole lot crazier. Smoke covered the area, as something hit the Capitol like a ton of bricks. A stone column was damaged, and as Lois attempted to get to her feet, she noticed the hundred pound stone falling right for her. She closed her eyes as her past flashed in front of her eyes, then everything stopped as she felt herself flying. She opened her eyes, and saw Clark's face.

"Don't worry," he said. "I have you."

"You have me? Who's got YOU?!" Lois exclaimed.

Clark set her down at what he though was a safe place. However, it wasn't, as yet another column began to fall. Even Clark with his superhuman reflexes didn't have time to get Lois to safety. Lois closed her eyes, thinking this was the end. But she never felt the columns hit, nor was she flying. She opened her eyes, and saw Clark standing over her, with his arms extended holding the column up, was Clark.

"Look out!" he yelled.

She quickly moved, as the hundreds of pounds of stone piled over him.

Oh my god? she thought to herself.

Then, there was motion in the rubble, and Clark broke through. His black suit ripped up, showing off his uniform which was under it. He brushed dust off of himself as he looked right through the smoke. Then, in the blink of an eye, he was gone, to the source. Jimmy helped Lois to her feet.

"We have to get back, what just happened? Who was that?" asked Jimmy, fear in his voice.

".a.a super-man."


Clark flew right at the source, the Brotherhood. {Jean, Sarah, Morph, Hank! Everyone status?} But there was no response.

Clark reached the back of the Capitol, where the source of the blast was. Hank was on the ground, unconscious and bloody. Standing over him, the Brotherhood; with Magneto in the front, others included Havok, Rogue, Quicksilver, Force, Strike, Fog, Maggott and Iceman.

Less than a second later, Jean, Sarah, and Morph were behind Clark.

"I have other things to attend to, my 'Brotherhood', please help to show these misguided mutants the meaning of fighting back!"

Magneto used the magnetic forces around him to lift his body off of the ground, and through the floor above him, as his team took the offensive.

Quicksilver began running circles around Jean, as Force used her abilities to keep Jean grounded.

Sarah quickly turned her body into flames as Strike, Fog, and Iceman made there way around her.

Morph increased his muscle mass as Rogue and Maggott closed in.

Clark was face to face with Alex Summers, also known as Havok.

Jean stayed low to the ground, avoiding punches from Quicksilver, but she couldn't shake from Force's hold. Jean concentrated and lifted a piece of concrete with her mind, dropping it right on top of Force, releasing her hold. She than used her power to create an invisible wall, stopping Quicksilver's run with a harsh THUD. She then ran to Hank's body.

"Hank? Hank, can you hear me?"

Morph was bending and shifting his form to dodge Rogue's powerful punches.

"Hey, Doll, why don'tcha stop throwing punches? I have a lot better ideas of what we could be doing!"

She punched his arm and he molded around it, pulling her to the ground. Two slug like creatures ripped out of Maggott's stomach, and jumped at Morph. Morph turned his arms into one big baseball bat and knocked them across the "battlefield." Maggott felt pain as his body turned blue, and he jumped at the shape-shifting mutant.

"Time to brawl!" Maggott said as the two began exchanging lefts and rights. Blood began to shed.

Sarah lit the ground up around her as Strike and Fog took a step closer.

"Iceman, put her out!" Fog yelled.

"Will do!" Iceman said as he let ice flow from his fingers. The ice hit the ground right in front of Sarah and jumped back, taking out both Strike and Fog.

"Nice save," Sarah said as the flames on the ground jumped back onto her body.

"Anytime, cutie!" Iceman said, then shot ice on the ground below his body, which lifted him straight up. "I'm following Magneto, I can't let him hurt any more people, not after what happened yesterday!"

"Be careful . . . " Sarah whispered to herself.

Clark and Alex kept a little distance between themselves. They were both holding back a bit.

"You want this less then I do!" Clark exclaimed

"Ya wanna know what, I don't give a @#%$ about anything anymore!"

Alex released huge amounts of hot plasma on the ground below him, which shot directly into Clark's chest. Clark was knocked back a step, but then jumped through the hot plasma and tackled Alex. Alex kicked Clark off with both feet, and than punched him across the face, his left hand breaking on contact.

"AGGGRRRHHHHHH! You son of a-" Alex shouted, as he used his right hand to blast a beam where innocents sat under, hiding in fear.

Clark used his super-speed to catch it in time, but as he turned, he got a powerful blast directly in the face, blinding him for a moment. Alex melted the ground below Clark and both men fell into the basement, surrounded by darkness. Both men continued to fight, Clark holding back a bit.

Maggott hit the ground hard. Morph stood over him.

Hank's eyes opened, as Jean and Sarah regrouped.

"Where are they?" Jean asked, looking around.

"I'm not sure . . . We knock them down, and they disappear?" Sarah replied.

"This has been too easy . . . Something's up . . . "

As Jean finished, almost on cue with her words, SWAT members filled the room, guns drawn and ready to fire at will.

"Holy . . . "



People were all over the place, not fully sure what was happening. Senator Kelly looked all around in fear, then, the devil was in front of him.

"Mu-mu . . . Mutants . . . ?"

"Whom else would you expect?"

"I . . . I . . . ?"

"You sort forth to attempt to line and tag my kind, set us aside, destroy us! Well, I shall never let that happen again!"

Magneto pulled off his gloves, exposing numbers tattooed on his right arm.

"Never again!"

Magneto placed his right hand to Kelly's head, cutting off the iron supply to his brain, killing him instantly. As Kelly's body fell to the ground, ice shot across the room, hitting Magneto in the chest, melting on contact. Iceman stood only feet from Magneto, his fists forming two giant spikes.

"You said that there would be no murder on last night's complex assault! Fifty lives were taken! Fifty!"

"Young Drake, sometimes sacrifices must be made for the sake of many. Few die, while hundreds get to live. This is the way of survival!"

"No . . . NO! NO MORE!"

Iceman jumped at Magneto, who simply put up a magnetic force-field. Both of Iceman's ice spikes broke on contact. Iceman then poured tons of ice directly at Magneto, who maintained his position.

"I'm sorry, Mr. Drake, but I must be going . . . In fact, SWAT members should be circling your friends as we speak. What a shame . . . Heh . . . Follow me, but let your friends die, or save them and lose me . . . "

Iceman grinned his teeth and jumped back down the hole towards his friends.


{We have to get out of here!} Jean warned Clark, wondering where he might be.

All of the Brotherhood members were gone, except for Rogue, who had been knocked unconscious. A bruise had appeared across her face.

Then, in the blink of a eye, the SWAT members started to unload their weapons as a figure broke through the pavement. The bullet's bounced off the man's chest as he moved in closer, then two ray's of heat shot from the mans eye's, melting the weapons. One of the SWAT members threw a light bomb, which knocked Clark back a step. But the bomb also gave Iceman the time he needed to create an ice-wall in front of the SWAT members, blocking off the two groups.

"We have to get out of here!" Clark said, pointing to a large hole in the wall away from the SWAT members.

As they began to move out, Jean called to Morph, pointing towards Rogue, "We can't just leave her!"

Morph nodded his head in agreement and lifted her body over his shoulder.

As they left, a figure moved out of the large hole leading to the basement. It was Alex.

"NO! You sons of-"

Alex than noticed the SWAT members breaking through the ice.

"@#%$, another time . . . "

Alex moved right for the front exit and the hysterical crowds, yelling "THEY ARE COMING THIS WAY!" as he exited. The crowds were bad enough at first, but now they were twice as bad. Riots forming all around, total havoc!


Lex Luthor sat in his office in the heart of New York, watching the events in DC unfold on his television. It was quite interesting.

Mutants attacked, he thought. It'll have so much coverage, the Avengers League can't miss it. I know there are a few who don't like their real purpose, but at least now, they have to do something.

He smiled.


New York City

A young boy was sleeping in a cardboard box, his clothes ripped up, his hair long and dirty.



A figure approached the boy. It was a tall woman, and from the looks of her clothes you could tell that she was rich.

"Son? Are you okay, son?"

The boy didn't answer. He only shivered some more.

"Why don't you come out? I just want to help you . . . "

The boy slowly emerged from the box, and took the woman's hand.

"That's a good boy . . . "

The woman's lips curled up into a wicked smile that only Mystique could create.


Senator Robert Kelly stood on the steps of Capitol Hill, a podium in front of him. The press totally surrounded him. Looking around, he could see cameras for all the major networks, and then some. None of this phased him, however.

"As most of you know, mutants attacked the Congressional hearing last evening," Kelly announced. "At least twenty-five Senators were seriously injured, and another five were killed. Shortly afterward, the remaining members participated in an emergency session of Congress to decide the fate of mutants. A decision has been made . . . "


Clark Kent stood reading the Daily Planet. Plastered across the front page was the headline titled "THE X-MEN!" He read down the page, intrigued by how Lois Lane had written her story.

"Uncanny, being beyond what is normal or expected: suggesting superhuman or supernatural powers.

"Just yesterday afternoon, I was faced by a very uncanny event. A group of mutant terrorists attacked a meeting which I was attending in Washington D.C., and at the last second before I was almost killed, I was saved. He was a 'superman', a mutant, just like the terrorists, but different. He was not here to kill, or to cause havok. He was here to save others, to risk being killed to stop the terrorists. And to him, I owe my life and I give thanks . . . "

Clark smiled, folded the paper and put it back in his coat pocket. He looked up and saw the Daily Planet sign on the building in front of him. He walked in, hoping that Ms. Lane would be in on a Sunday, and that he could talk to her.


Hank McCoy walked into the hangar, his arm in a cast. It had been broken in the fight with the Brotherhood. He saw Professor Xavier sitting beside the jet. Rogue was shakled up beside him. Just as Hank had reached the professor, Tinya Wazzo had already gotten off of the jet.

"So, is this the new prisoner?" Tinya asked, refering to Rogue.

"Yes, it is," the professor said. "We apprehended her in DC yesterday."

"Part of that attack I saw on the news?"

Xavier solemnly nodded his head. "That was a most unfortunate incident. One I hope never occurs again."

Tinya walked over and grabbed Rogue by the shakles. "Come on," she said. "You're heading to Muir Island for treatment." Rogue grunted slightly.

"You won't get away with this Xavier," she commented as Tinya escorted her onto the jet.


"I'm telling you, Jimmy, these mutants aren't as dangerous as they seem to be," Lois Lane said.

"I believe you, Lois," the young photographer replied. "I was there. The question is if the general public will believe you."

Lois sighed. She looked up and saw a tall, handsome man walking towards her desk. He had black hair, and wore glasses. Something about this man was quite familiar.

Just then, as if on cue, Perry White stuck his head out of the door to his office and shouted, "Olsen, my office, now!"

"Yes, sir!" Jimmy said, zipping right in.

The man walked up to Lois. "Excuse me, Ms. Lane?"

"That's me," Lois said. "Although it is quite unusual to find me here on a Sunday, but hey, the day after a big news story like what happened at the Capitol, I think it's okay to be a workaholic."

"Yes," the man said, "about the incident. That's why I came to see you. I was there."

"You're Superman," Lois whispered.

Clark nodded. "You gave me the name. I kind of like it. But I'm here to talk to you about mutants, and to clear the air of the the whole 'mutants are killers and freaks' myth."

Lois grabbed her purse. "Sure, but I think that we should talk in a public place. Perhaps the coffee shop just down the street?"

"That will be fine."


Hank followed the professor as he returned to his study. Morph and Sarah has joined them as well.

"Hank, I know you've had your own life for a while, but I was hoping that you could stay here for a little bit longer."

"Professor! I've only been back here a few days and I've already broken my bones!" Hank replied with a smile.

Xavier smiled. "So, seriously?"

"I'll stay as long as you need me to."

Xavier turned to Morph and Sarah. "How about you?"

"Sure, professor," Morph replied. "I'm in this for the long run."

The professor turned to Sarah. "And you?"

Sarah was hesitant to respond. "Well . . . uh . . . "

"Sarah, I can read thoughts. It's okay if you want to return to a normal life."

"I'm sorry," Sarah replied. "But, I just don't know if I -"

Just then, they heard a loud bang outside. Xavier used his powers to discern the source of the bang.

"The Brotherhood . . . "


At the same time, in a dark room of the institute, Iceman was sitting alone. Tears were coming out of his eyes.

I never meant for anyone to die in the Governement Complex . . . Magneto set me up . . . He must have known I was still working with Xavier.

The door to the room opened, and Jean walked in. "Bobby?" she asked. "What's wrong? You've been hiding ever since you came back." She then noticed that he was crying, and she pulled a tissue out of her pocket and walked over to the corner where her younger teammate was crouched.

"I . . . I didn't think anyone was going to get killed," Bobby replied, between sobs. "Magneto set me up . . ."

Jean used the tissue to dry his eyes. "Shh. It's okay, Bobby. It's not your fault," she said, giving him a little hug. "You couldn't have known what was going to happen, and you probably couldn't have done anything different."

Bobby looked up at her. "Maybe . . . " he said. "But I still think I must work for redemption."

"I don't think - "

Jean was interrupted by a loud noise from above. She then heard Xavier's voice in her head. {Come to me my students . . . my "X-Men!"}


As Jean and Iceman reached the upper level, they saw three of their teammates losing a fight against the Brotherhood. Many of the students were running past them, trying to find the quickest way out. Jean did a quick survey. "It looks like we're dealing with Havok, Quicksilver, Force, Strike, Fog, and Maggott."

"We're so screwed," Iceman said. "They're the most powerful members of the Brotherhood."

{Professor,} Jean said through her telepathy, {where are you?}

{I am making my way to the study. I must call for help.}

Suddenly, Havok let loose with a blast that leveled one wall of the school. He walked over and picked up Morph by the throat. "Where's ROGUE?!" he shouted.

"I . . . don't . . . know . . . " Morph replied, stretching his neck so he could easily slide out of Havok's grip.

This didn't sit too well with Havok, who let loose with all of his power, giving no regard to anyone's safety. "TELL ME WHERE SHE IS!!!"

Jean used her telekinesis to keep the ceiling up. She turned to Bobby. "Quick, make an ice wall to keep the building up."

Iceman pointed at the ceiling, and covered it with a sheet of ice. Jean relaxed for a second before running over and joining the fight.

Havok kept blasting. One of his blasts caused the floor to buckle under Hank McCoy's feet.

"Oh my stars and garters!" he exclaimed. "The feces has most definately hit the oscillating rotator!"


In his study, Professor Xavier picked up his phone. However, he heard no dial tone. The line had been cut.

"Blast!" he exclaimed, throwing the now useless phone to the floor.


Clark and Lois sat in the mostly empty coffee shop, unaware of the trouble's at the mansion. Lois had been recording the conversation, still unsure if she was going to use it in an article. And for some reason, she had a strange feeling. It was the same one she had every other time she had seen Clark.

Before she could ask Clark the next question, a man with green skin ran past the coffee shop. As he attempted to go across the street, a green truck cut him off, and a large number of men jumped out. They all wore shirts saying "Friends of Humanity."

Lois and Clark watched as the men began beating the mutant with a baseball bat, forcing him to the ground. Clark stood and placed some money on the table. "It was a pleasure talking to you, Ms. Lane, but duty calls," he said, ripping off his shirt, revealing his uniform underneath. He rushed out of the shop and flew full force into the crowd.

Clark swooped in and pulled the mutant from the crowd, setting him down several yards away. Before the crowd could rush over, Clark lifted their truck high into the air before dropping it, letting it crash into a street sign.

The cops arrived at that moment, arresting the Friends of Humanity, and Clark flew off, nodding goodbye to Lois. Lois waved back, but was shouting. "Hey! I don't even know your name!"

Clark smiled. "Of course you do. I'm Superman," he said as he flew off.


As the Brotherhood tore up the Institue for Higher Learning, Magneto hovered on a nearby small mountain. He looked down and smiled.

Meanwhile, on the inside, Julio Richter, Everett Thomas, Adam Berman, Jubilation Lee, Frances Kane, and Kitty Pryde were all standing in a darkened classroom, freightened by what was going on outside. The other kids were crouched in a corner, huddling together, hoping the Brotherhood wouldn't crash through the walls. Everett was looking out the door.

"What's goin' on?" Kitty asked.

"I don't know," Ev replied. "I see a lot of fighting . . . oh, no . . . "


"I see Ms. Grey and a bunch of her friends fighting a bunch of other guys."

Just then, Everett's view was obscured. "Everett, please, let me in."

Everett recognized the voice. It was Professor Xavier. He opened the door long enough for the bald telepath to wheel himself in.

"What's going on out there?" Ev asked.

"A nightmare come true," Xavier muttered.

Suddenly, a stray blast from the battle outside caused the ceiling to fall. A young boy had his leg trapped under a pile of rubble. Professor Xavier wheeled himself over as fast as possible, eying the beam hanging overhead that had broken loose in the blast. Just as he pushed the boy to safety, he heard the beam crack. It fell, hitting him on the head. He fell out of the now destroyed wheelchair.

"Professor!" Jubilee shouted, running over to her fallen mentor. She bent down, and turned his head up. Xavier's eyes blinked, but it was very clear that he was unconscious.

"Come on!" Adam exclaimed to the other students, holding the door open so they could run out. Everett and Kitty were already out, guiding the children.

"What about the Professor?" Jubilee asked, tears streaming down her face.

"There's nothing we can do about him now!" Adam shouted back. "We have to get everyone here to safety!"


On the other side of the wall, the X-Men were not faring much better than their mentor. All of them were now in the fight.

Strike found himself fighting back-to-back with Maggott. Beast and Morph were attacking from either side.

"Great idea using Rogue as bait, huh?" Strike asked as he punched Hank McCoy in the gut.

"Great idea, maat," Maggot replied. "The tracking device led us to the best fight of our lives."

Havok happened to be behind them and overheard the last statement.

"You rotten sons of b--" he shouted, unleashing his plasma blasts that ended up taking out half of the Brotherhood. "You USED her?"

He ran out quickly, mad at the world.


Professor Xavier had regained consciousness, and gathered enough strength to drag himself outside. As he crawled across his lawn, he looked back and saw his X-Men in a losing battle against the Brotherhood. Turning his head around, he saw a very familiar pair of red and purple boots. Xavier pushed his body up, using his incredible arm strength, and muttered the name of the man who was once his closest friend.

"Magneto . . . "

Magneto smiled and ducked down to be eye level with his rival. He continued to smile, and stared Xavier face to face, eye to eye, as he simply placed his right hand high into the air and pulls it down. As he did so, a good portion of the school collapsed.

"Check," he said, continuing to smile.

I'm dying, Xavier thought. That beam cracked my skull, pushing some of it into my brain. But I won't go without a fight . . . He looked up at his rival and smiled himself, sending a powerful mental blast into the brain of the Master of Magnetism.


Meanwhile, in Washington, Senator Kelly stood out in front of the capital with the latest announcement.

"Ladies and gentlemen," he said. "Today is the day many of you have been waiting for. I know it's been a day I've been waiting for. Today, I am here to announce that the Mutant Registration Act has been passed. It is time for a change. From now on, the United States government will protect its citizens from the mutant threat!"


Magneto grabbed his head, trying to ease the pain somehow. Finally, it was too much, and he dropped to one knee, lowering his arms.

"Checkmate," Xavier whispered.

Magneto gritted his teeth, and looked right at Xavier. "Charles . . . what have . . . you done?!" he asked, attempting to stand up. As he turned, he saw Clark standing in front of him.

Clark had a look on his face that suggested that he was giving no mercy. Magneto didn't even have enough time to display a look of shock on his face before Clark punched him in the stomach with all of his might, and all three heard a loud crack. Clark then punched Magneto right in the face, sending him flying to the ground several yards away. He landed hard on the ground, creating a slight indention.

Clark then calmed down and turned toward Xavier, who had now rolled over on his back. He bent down, and put his arms under the professor's upper body.

"Clark . . . you are like a . . . son to me . . . "

Clark tried to hold back tears.

"Never . . . let go . . . of the dream . . . "

"Professor . . . " Clark said, realizing what was going to happen.

"Clark, I must say goodbye. . . . But before I go, there is something . . . you must know. . . . It's been kept secret for your own good . . . "

"What is it?"

"Thoughts are better . . . than words," Xavier said, his voice barely above a whispered. He opened his mind, and connected to Clark's. In an instant, Clark saw images that he never would have imagined. Suddenly, a lot of things became clear, but confused at the same time.

"Goodbye, Clark . . . " Xavier said, setting his head back.


Clark entered the now half-destroyed mansion. The Brotherhood members had either run off, or been rendered unconscious. He looked around. Several X- Men were badly hurt, and Morph was still unconscious. Sarah was tending to him.

"Clark!" Jean exclaimed. "Where've you been?"

"That doesn't matter right now. We have to get out of here. There is a lot of structural damage, and the mansion is about ready to collapse," Clark replied, using his x-ray vision to scan the premises.

Jean looked around. "Where's the professor?"

"Well . . . " he began, then suddenly stopped. "They aren't all taken out."

"Huh?" Iceman asked. "The Brotherhood?"

Clark nodded. "There's one more. A blue skinned female. Mystique. She has a child with her. A boy."


On the hill behind the mansion, Mystique leaned over to the boy and whispered in his hill. "Concentrate. Focus your energy on that building. The ex-Xavier Institute," she said with a slight laugh.


"Guys?" Bobby asked. "Is anyone else noticing the shadows gathering around us?"

"They don't look kosher," Beast replied.

"It's the boy," Clark said. "Mystique's getting him to do something . . . " Suddenly, he ran over to Morph, and picked him up. "C'mon! We have to get out of here!"


On the hill, Mystique watched as the Institute exploded into a fiery mess. She smiled.

"You can go now, boy. Your use is done. You are free," she said.

Then, she walked around to where Magneto was lying, barely conscious, close to death.

"Erik," she said. "My debt to you is finished, and my services are done."

Magneto faintly groaned. Mystique kept smiling as she left.


On another corner of the property, the young mutants looked over a ledge at the burning school. Julio Richter, Everett Thomas, Adam Berman, Jubilation Lee, Frances Kane, and Kitty Pryde all had tears coming out of their eyes as they saw the school explode.

"It's gone," Everett said, in shock, just like his friends. "It's all gone . . . "


Epilogue . . .

Lex Luthor stood in one of LexCorp's labs, in the third sub-basement of the New York office. He was standing by a table on which the body of Senator Robert Kelly lay. A doctor was sitting at a desk beside the table, looking into a microscope.

"Excellent work, doctor," Lex said. "How tragic, yet fortunate for us about the good senator's death. However, our version is working to perfection . . . "

"I couldn't have done it without your spectacular equipment," the doctor replied.

"Yes . . . " Lex said, smiling.