Ultimate Problems By NightElfCrawler

Author's Note: This is an AU kinda a combined with Ultimate and Evo and tons of other things..I haven't read Ultimate extensively, but I think the design for Kurt rocks ^_^ So I played with it. This is going to be a one shot thing, in two parts I believe. Anyway, on with the show!

He was number 3. That was all he knew about who he was, where he came from..He could remember that there had been something, before the stone and iron walls that held him prisoner, but it was such a distant fog in his mind, that he couldn't place it any longer. He just knew he was there, and he couldn't leave.

How long had he been there? He couldn't tell really. He knew it had to have been a long time. He recalled when he had been smaller..But it had been a long time ago.

He just knew he was their prize possession.

So it was surprising, when one day, he found some guards stalking by his cell, and stop by it, then throw a struggling thing into his room with him. He backed up against the wall, sniffing at the thing. It smelled strongly of some sweet scent..something he'd never smelled before. The thing had long fur on it's head, like his, but it was naked on it's body, no fur at all. Instead, it work a thin layer of fabric, like his own below his waist, all over it's body. He watched as the guards fastened one of the metal bands around it's neck, like his own, and then left, locking the door as always.

When they had gone, he slowly approached it, nose quivering as he sniffed it. It was frail and small, and seemed to be upset, for tears were on it's face. He reached forward to touch the wet streaks on it's face, when it's bright blue eyes opened, and with a startled scream, it leapt back into the corner.

He backed off, aware that what he was doing was causing the thing to react this way. He was puzzled, since he hadn't meant to make it scream.it was scared of him, yet he didn't know why. He sat back down, his tail wrapping around his leg tightly as he watched the thing shake in the corner. He watched it, as it stared back at him, it's blue eyes quivering with some emotions that he found made them look beautiful.his eyes didn't have such expression, their flaming depths were emotionless for the most part. This entranced him. He watched as it sat there, and slowly stopped it's shivering and crying. It reminded him of something..but he couldn't place it.

It had stopped it's whimpering, and just sat there watching him. He made no attempt to go nearer, letting it get it's bearings. He knew it would come when it was ready. Sure enough, it seemed to move a bit, wiping it's eyes and then it vocalized something, much like the guards and the lab men did. He couldn't understand them, he didn't know why but his memories and mind was so fogged, he couldn't sort it out anyway. He just watched it, not knowing what it wanted to do. It tried to make a sound again, sounding something like 'kitty'. He didn't know what it meant, but he cocked his head to the side, showing he had heard it, but didn't understand. It kept making that sounds and patting it's chest again, and looked pretty frustrated, when he suddenly realized what it was trying to communicate: it's name. Kitty was it's name..

He grinned suddenly and tried to mimic it. "Keeetyy."

It seemed surprised, and then grinned excitedly and nodded speaking more words quickly, then pointing at him and seeming to ask a question. He blinked, and it asked it again, then pointed at its' self, said "Kitty" and then pointed at him and asked it again. His mind clicked. It was asking what he was called. He frowned, not really knowing anymore.. the only thing the guards called him was. He pointed at his arm with a finger, where a glowing brand was lit up brightly with the inner orange flame that filled him from the inside. The brand had the letter X with a 3 by it. This is what they called him. "Eexx.three.." He said slowly his words not wanting to speak the words very easily, since he was discouraged from talking, he hadn't done it in a long time. It seemed confused by his words however, and he repeated it quietly. "X.three." He pointed at the brand on his arm, and an expression seemed to cross it's face that wasn't one he was familiar with.pity and sadness.

"My god..you don't even have a name?" It asked softly, it's voice filled with concern. He just blinked, not understanding. It shuffled forward slowly, still seeming to be afraid of him. He stayed still, not wanting to alarm it, the screaming was shrill in his ears and he didn't like the sound. It reached for him, and he watched as it slowly took one of his hands, and held it in it's own soft peach colored hands. He was always fascinated in the hands of the others.they had extra fingers, and he was intrigued. He gently let it touch his hand, then he inspected it's own hand with equal curiosity. It's skin was smooth, and soft to the touch. It wasn't the same as his own fur, but still fascinated him. He glanced up, and investigated it's face. He'd come to the decision that this one was female...there were only a few technicians in the lab who were females, and he compared this one with them and found they matched in some categories. He sat back as she finally pulled away. She peered at him with curiosity and asked another question. He cocked his head to the side, wishing he understood her words.but as usual his brain seemed to short circuit somewhere and he couldn't comprehend her.

Suddenly a harsh laugh sounded from the door, and they both looked up, seeing a guard standing there looking amused. "He ain't gonna understand ya kid." The guard sneered. "He ain't smart enough."

She scowled at him. "How can you do this to someone? He's human too!"

"He's a mutant. and a freakish one at that. He ain't human." The guard laughed.

"You..vile bastard." She whispered at him. "I'm sure he's smart, you just mistreat him so much.."

"Yeah right kid.but it ai'nt my fault." The guard snorted. "It's them collars ya'll wear. We can do anything to em, and in his case, keep him from thinking too much, or remembering." He tacked on meaningfully. "So good luck kid, but you be lucky if you don't get a finger bit off." He chuckled and walked off leaving them alone.

She sighed and muttered something impolite at the guard, then turned and faced him. He was a curious person.she had known when she first saw him he was special, despite appearances or perhaps because of them. But inside, he was soft and gentle.and she knew that he was in there as a person somewhere..She was determined to drag him out. The only problem was, she didn't know if she could do it properly with the collars on. if this thing really was controlling his memories. Too bad she couldn't just phase through the darn thing...she glanced up at him, who was watching her curiously. She suddenly had an idea. "Hey. you're pretty strong right.. .can you break these off?" She pointed at the collar on her neck.

He blinked at her blankly, and she had to mime what she wanted done a few times. then suddenly he seemed to click what she was asking, and reached forward to her collar, and pulled once with strong hands, and with a crunch, it broke. She was surprised. She hadn't expected it to actually work.. after all, he'd been here longer and wouldn't he have tried it before now?

She slowly took the collar off, and phased out of the chains, still wondering. It was very probable that because of their controlling his mind, he'd never thought of doing just that.. She shook her head, and then reached out and phased the collar off of him, then the chains as well. He sat there, looking confused for a moment, then looked up at her as if to question what had just happened. She sighed. Apparently his memories would take some time coming back. in the meantime.

"Come on. we have to get out before they realize what just happened." She grabbed his hand, and pulled him up, then out into the hall using her powers. He followed her like a child, not saying a word, or dragging behind. They reached the end of the hall, and she quickly peeked through, saw there were guards on the other side of the door. She pulled back and turned to him. "Can you take care of the bad guys?" She peered at him, wondering if he understood.

However, to her surprise, his eyes had suddenly taken on a sharp look to them, and he glanced at the wall where she'd peered through, and nodded, though he didn't seem to know what she'd asked, he was in general agreeing with her. She nodded, and took his hand, then phased them through. Once on the other side, it was only a matter of seconds before both guards noticed them, and were promptly knocked flat by a combination leap from the furry fellow, and a tail lash that sent him reeling into a wall, out cold.

Kitty stared, as the furry guy stood up then turned to face her, a cold grim look on his face. She was a bit scared suddenly. What if he turned out to be a raving psychopathic killer? She blinked, but as he glanced back at her, his expression softened, and he gestured that they should keep going on. She followed him, and they took out a few more guards on their way, before suddenly they reached the outer perimeter.. where there were way more than a few guards.. She glanced at him warily. "What now?" She whispered, seeing the snow all around them from the exit of the bunker's complex. Suddenly, an alarm went off sounding loudly in their ears, and before she even knew what was happening, he had grabbed onto her arm, and in a flash of light and puff of smoke, they were suddenly knee deep in snow, on the fringe of the compound, hidden in some trees. She stared, then glanced at him, back down, at him, and back. "How.." She started.

He held up a hand however, cutting her off, and pulled her down in the snow next to him. Against the snow, he stood out like a sore thumb, even without the jack'o lantern eyes and mouth. She crouched next to him, shivering in the cold crisp air, but his body was warm, so she kept near him. They watched as the guards began to go nuts, and got out dogs, and guns. She began to panic. "We can't stay here." She whispered softly in his ear. "They'll find us still!" He glanced at her again, then nodded once, and pointed a finger at something that she'd not seen before.. A plane was parked in a hanger to the side of the bunker. She stared at it, then glanced at him. "But I can't fly a plane.."

His expression showed he didn't understand her, but he seemed to be saying through body language 'do we have a choice'. She sighed and nodded once, and he took her arm, and with another puff of bright smoke, they were standing inside the cockpit which could be seen from their location. She sat down and stared at all the controls with confusion. She didn't know where to begin. she'd never flown a plane before! She couldn't even drive that well to start with.

However, she was surprised when the fuzzy man sat down and with deft fingers began to flip switches on the cockpit, and lights began to come on, and with a roar the engines activated. She stared at him, and sensing her eyes, he glanced up at her, blinked once, and then spoke. "Setzen sie."

She stared at him blankly. What language was that? But she blinked realizing as he pointed that he was telling her to sit down..she did so, fastening the belt over her lap and chest, and hung onto the armrests, as he started the plane forward. She wasn't going to even ask where they were headed, but she let him pilot the thing out..

She nearly freaked out when bullets began to bounce off of the windshield, which thankfully enough was bulletproof. She glanced at him, and seeing that he wasn't acting concerned, rather he had a cold hard look of determination on his face instead, she didn't worry. If they died, it was far better than if they'd remained captive. She clung on for dear life as he gunned the engines as they pulled onto the snow covered runway. without so much as a pause, the jet rocketed forward, and blasted off, lifting neatly into the air as smoothly as it could on an ice covered ground. Within seconds, they had left the ground, and were soaring up into the air, away from the nightmarish place.

Kitty took a deep breath, and relaxed slowly. They were free..finally..she glanced over at her companion, and saw that his face was looking less tense, though he was still concentrating on flying as they gained altitude. After several minutes passed, they leveled out, and began heading in a direction that she saw was south according to the readings on the dash. Finally, her companion relaxed, and clipped on the auto pilot and glanced over at her.

She smiled. "Thank you.." She sighed and unbuckled the belt. "You saved us both..and I still don't even know your name.."

He watched her and seemed to be concentrating, then after a minute he opened his glowing mouth. "I.. am called..Kurt." He said in a halting very heavily accented voice.

She blinked and smiled. "You do speak English! I knew they couldn't lock away the real you forever..Well it's nice to meet you Kurt. and man, am I ever glad to." She held a hand out, and after he stared at her for a second, he accepted it and kissed it gently like a gentleman, making her blush and pull back a bit. "Well.um.yeah.. so how long were you kept there? How did they capture you. where are you from? How old are you.." She kept spitting out the questions rapidly, and he held his hands up looking flustered a bit.

"Ach.langsam bitte.." He put his hands down and sighed, thinking through what to say, before speaking. "I.brought here when.very young..I am from Germany.my age.I know not."

She blinked at him. "How could you not know how old you are?"

He shook his head, looking slightly flustered. "I not know how many days gone..years..they sometimes keep me ..eh...eh." He searched for the word.

"..um. unconscious?" She guessed for him. "like, they'd knock you out?"

He blinked. "Is.like sleep ja?"

She nodded. "Yeah.. .kinda."

"Ja.. then that is vhat zey did..many tests on me.." He looked bitter. "I remember it all."

She bit her lip. "I'm sorry.. you must have been through a lot.."

He shook his head. "I tried to escape twice before.. zat's vhen they compressed and controlled my mind..but one other was here who escaped. I vould like to find him.."

Kitty nodded a bit, then suddenly froze. "what was his name?"

Kurt shook his head. "I do not know..he was the other Weapon X..I only saw him a few times.."

She blinked, thinking that she knew who he was speaking about. "I know someone who talked about Weapon X. is that what this place was for?" He nodded. "Well, where I'm from, there's this guy called Wolverine who knows all about it. maybe you can talk with him. besides, we should head there anyway. it's a safe place."

He nodded slightly. "Where is it?"

"Westchester, New York." She eyed him and saw his pondering. "You want directions?" He inclined his head. "Well it's New York. probably south of here, wherever here is."

He nodded. "Ve're heading zat vay.."

She nodded relaxing somewhat. "There are a bunch of us, mutants, who stay there. we all work together. We call ourselves X-men."

He cocked his head to the side listening to her. "I see. Vhat does X-men mean?"

She paused. "Well I'm not sure. we're just a group of mutants who help preserve peace and all..I guess it's because we're generation x.the new generation of people.mutants."

He nodded his head slightly listening. They talked for several hours as he flew the plan. He seemed to have an inexhaustible source of energy, since she was exhausted yet he showed no sign of being tired. The talked some, and the more they spoke the more his English snapped back to better pronunciation and memory. From what he told her, he couldn't remember much before when he'd been taken there.Dim recollections of a family before, but all he knew was that he'd been from Germany, and he hadn't looked like this always.

"What do you mean? They did this to you?"

He paused. "yes. and no..I was always different." He replied to her questions, sitting back a bit in the seat. She listened as he explained more about what they had done. She was inwardly disgusted, and she could see the barely contained fury in his eyes and his inflections as he explained it. He loathed them, but he was able to keep a lid on his anger, which relieved her. It wasn't long, before she picked up something on the radio.a transmission that she recognized as a local radio station. She peered down and saw familiar landmarks, and pointed him towards the huge mansion on the hill outside of Westchester. He spotted the place, and swung the large jet around, and landed it on the road in front of the manor. Of course, all the ruckus brought people running from all directions, and before Kitty had even stepped out of the jet, there were people surrounding the jet, all ready for battle.

Kitty threw herself crying into the arms of a boy standing at the ramp looking relieved. "Kitty! You're back! You're safe!" He embraced her tightly and they spent a moment of relief together, as the other people around them relaxed their guard a bit.

Kitty smiled, tears in her eyes. "Oh I'm so glad to be back in one piece.Bobby you have no idea what I've been through! I'm just glad to be home." She stood up and quickly remembered her companion, who was still standing in the shadows inside the jet, and she could tell he was nervous from the way his posture was. "But I wouldn't have gotten out if it weren't for Kurt here.." She turned and gestured for him to come down. "He got us out."

Kurt slowly stepped out into the light, and some of the gathered mutants looked a bit surprised by his radical appearance. He didn't seem to be affected by their stares much, though he did seem uncertain what to do now. She understood. He'd been locked up since before he could remember, freedom was finally sinking in.

She took his hand pulling him forward, and he followed her unafraid, his glowing eyes glancing around from person to person, then stopping on Logan and narrowing a bit in thought. She saw his gaze. "Oh, Logan. he mentioned that he'd met someone who'd been there with him before..and it sounded a lot like you."

Logan didn't wait for her to finish though, and walked forward, his eyes hard, but showing something of surprise there. "Kid? That really you?"

Kurt peered at him then inclined his head slightly. "You escaped. I had thought you might."

Logan's eyes lost their hard touch. "Yeah.. I escaped. barely." He peered at him, some anger flickering in his eyes. "They changed ya."

Kurt dipped his head again once. "Yes.they did no less to you though."

He grunted once. "Yeah true.." He held a hand up and the claws snapped out with a metal clash. "True enough kid."

A man in a wheelchair approached Kurt, and he turned to face him, sensing that this one had a great amount of power. "Welcome Kurt.I must thank you for rescuing Kitty. You are most welcome to stay here with us if you'd like.I might be able to see what I can do to undo some of the modifications given to you..in Logan's case I was unable to, but there could be a chance in your case, depending."

Kurt's eyes glanced over the gathered crowd, and he nodded once. "I would appreciate your hospitality and help, Herr Professor." He said seriously.

Xavier nodded and gestured. "Everyone, why don't we return inside..I'm sure these two are tired from their ordeal."

The gathered mutants began to return to the lit manor, Bobby taking Kitty's hand quickly, as if he was afraid she might disappear again. Kurt fell into step besides Logan, and it seemed the two were to become friends due to their common ties. When everyone had filed inside, Xavier asked Kurt to accompany him and Logan went with them, leaving Kitty and Bobby to their own devices, after being told a briefing would be held in the morning.

Bobby massaged Kitty's shoulders as they sat in his room. "I don't wanna even know how you got through all this..so what happened?" He asked as she snuggled against him.

"Geh.. I don't want to even think about it..while you guys were busy with those Sentinels, someone grabbed me and shocked me before I could phase...the next thing I knew, I was being dragged through these corridors with a metal collar on my neck that prevented me from phasing.then I was tossed in a cell with Kurt."

Bobby shuddered. "I'm just glad that thing didn't decide to eat you or something."

Kitty peered up at him confused. "The sentinel?"

"No, the black furry thing with teeth.."

She looked a bit taken by surprise. "Bobby! Kurt's a mutant, not an animal.."

Bobby frowned. "He's a weird one, even for a mutant."

"Well that's not his fault." She said frowning in disappointment in him. "Just because he looks different doesn't make him any different. He's a very fierce warrior, like Logan..and he's nice."

Bobby sighed. "Ok.I'll try to keep that in mind.. but you have to admit, he'd scare the crap outta you in a dark alley."

She sighed. "Yeah I thought so at first, but you get over it ya know.He's not someone I'd want to be an enemy of..but I'd love to be his friend."

Bobby peered at her. "Don't you go falling for someone else on me.."

She laughed and kissed his neck teasingly. "Don't worry, jealous boy.."

He smiled and held a hand out, forming an ice dancer in his hand, and twirling it for her, making it snow a bit around as he manipulated the temperature around the figurine. They sat there enjoying each others' company until they fell asleep.

While Kitty and Bobby were re-uniting, however, more serious matters were happening as Xavier had taken Kurt down to the infirmary to see if he could do anything to reverse some of the enhancing experiments that had been preformed on him. As Hank McCoy examined the newest X-man, Xavier spoke with him, trying to understand some of what had happened. They managed, between Kurt, Logan, Hank and the professor, to understand what had gone on at 'weapon x' headquarters. After much analyzing, Hank determined that he could reverse to a degree some of what had been done to the boy. It appeared that some of the changes were dependant on a drug that they had fed him through his food. Hank determined he could flush the drug out of his system with some other fluids, and hooked him up to an IV. The others were an enhancement to his DNA which were irreversible. "It's very possible, Kurt, that you may never fully recover from this, as Logan still has residual effects himself." Hank said seriously, but smiled and patted his arm. "But don't let that bother you. Now is the time to find out what life is really like."

Kurt seemed curious about that, and nodded in agreement. He lay down there and was brought food then told to rest as his system was flushed out, which would take all night. As Logan and Xavier left him to rest, they spoke briefly.

"Are you certain that he'd be safe here Chuck? I remember when the kid was brought in.."

"Yes Logan, he will be safe here..I pride myself in our team being able to handle any danger that comes our way."

Logan sighed crossing his arms looking distant. "Still can't believe that's the kid I remember."

Xavier folded his hands slightly. "I thought you didn't remember much of your past..."

"I didn't a while back.but lately it's been slowly comin back. and when I saw that kid.I remembered some of what happened back there." He growled darkly. "Probably'd be better if I hadn't."

Xavier looked concerned. "Tell me some of what you remembered..I would like to help him as much as I can."

Logan sighed and stared out the window as rain had started to fall outside. "It ain't good stuff Chuck..I'd been there for a few months. they'd been examining my .power..doin tests n stuff. they hadn't started on these." He snapped his claws out. "Till later.." He sighed. "They brought this young kid in..put im with me for a bit..they were still building the place back then.He was cryin the whole time.he had to be about as young as five, Chuck.." He turned and glanced at Xavier, who was looking very empathetic about the story, a mixture of anger and sadness at what he was hearing. "He cried all night. I couldn't get him to shut up.he didn't look quite like he does now neither, but he was still different...the next morning, he finally stopped, and I managed to get im to talk a bit..too bad I didn't understand a word he said, was all in German..kid poured out his heart to me and boo hooed all day till he was tired out. I got some of it, I knew some of the language." he sighed and rubbed his temples with a hand. "Kid was apparently helping out at a circus or something, someone saw him and nabbed him..." he turned back and faced Xavier. "Said he had family, but I don't remember where he said they were..somewhere in Germany I guess..shortly after that, they took him. didn't wait much to start their cursed experiments on him..I didn't see him again after that, though I heard him screaming sometimes..then they took me in and after that I don't remember much..when I broke out though.I remember seeing him as I ran by the cell blocks.." He shook his head. "I didn't think I'd ever see him again.not with how the kid looked, he was bound to be in for a hard time there, and turns out I was right."

Xavier sighed. "This isn't the first time..many do not survive this kind of processes.You were the luckiest of all of them to escape when you did.now Kurt has gotten out. How many more do you think that Weapon X has in their base?"

Logan growled. "More than us two no doubt..."

Xavier sighed. "Well, perhaps when Kurt can tell us more, we can launch a rescue mission."

"Ideal plan Chuck." Logan grinned darkly. "Let's trash that place."