Author's note: Okay, here's my first attempt at fiction based on the X-Men, which is like, totally my favorite superhero team ever. That's because I pretty much loitered in the Resident Evil area of this website for the past few years, which coincidentally, is my favorite game ever. This story goes right before the 'Danger' storyline, on account that I don't have issue 12 yet of Whedon's amazing first year run. At any rate, we all know the copyright. X-Men is the property of Marvel, which incidentally is going through a creative vacuum when it comes to their cinematic expenditures. Some of the students though, namely two of the main characters in the story, are all mine, baby. So without further adieu, this is "Black", hope you leave some constructive criticism through the happiness-inducing review button Thank you/Salamat!

Astonishing X-Men: "Black"

Prologue:

Emma Frost impatiently raised her eyebrow as she waited for the answer she was looking for. Everyone in the room stopped breathing, figuratively at least, as they watched the young man in the middle of the room look like he was about to wet himself. "Well, Mark?" she asked again with a thick English accent, her hands crossed in front of her chest. "Uh…" The young man bit his lower lip as his eyes uncontrollably trailed to the area that the buxom educator folded her arms over.

"Mark Vasquez!" came a sudden psionic call right into the student's mind. "Young man, the next time I catch you with such naughty thoughts lingering about like that, I'm sending you to the headmaster's office, Do you understand?" she scolded, gesturing with her hand for him to sit back down. "Sorry, ma'am." He mumbled, as the rest of the class began to chuckle. Mark just let out an embarrassed smile as he ran his hand over his shaved head. Derrick tapped Mark on the shoulder, and flashed him the smile that all best friends were entitled to. "It's not my fault she barely wears any clothing." He whispered jokingly, earning him a disapproving glance from the unapologetically seductive educator. Derrick just shook his head, biting the tip of his pencil.

"Now…Celeste, what do you propose we do?" Emma then asked returning to her table and leaning against it. "We think it better to keep the kitty." Celeste answered, remaining on her seat. Mindee and Phoebe sat on each side, the three-in-one, inseparable. They're called the Stepford Cuckoos. All of them wore white, just like their once favorite teacher, the one currently handling the class.

"Oh? Could you elucidate?" Emma asked, shutting out another student's overtly loud, malicious thoughts about her body.

"Well, it would be our pleasure." She responded. "You see, it wouldn't be prudent for the mortician to…Miss Frost!" all three telepaths stood from their seats in shock as they felt an immense wave of energy headed burst into every direction. "I know. All of you, get down!" the teacher instructed, sending all the students into both worry and confusion. "Now!" the telepath ordered, and the students immediately followed suit. A second later, the sound of cracking thunder tore into the room, just as the door flew right off of its hinges. Some of the students cried out in fear as the door crashed over the tables that they hid under.

"I earnestly hope that you plan on replacing that student's broken arm soon, dear." Emma casually remarked, referring to a student who got hit by the flying piece of wood.

"…" Rachel Summers, better known to the world at large as the Marvel Girl, floated into the room, her eyes dazed, her body in a slump.

"Bloody hell." Emma whispered as Rachel narrowed her eyes and growled at the blonde headmistress. Other than near, omega-level telepathy, and augmented strength, Marvel Girl also had pyrokinesis at her disposal. A talent she wasn't shy in flaunting, as she conjured a lethal cloud of fire from beneath Emma, enveloping the older mutant. "Burn…"

Chapter 1: "Diamond and Fire"

"Well, it's not wrong to have these feelings." Kitty Pryde commented, placing a comforting hand on the male student's frail shoulder. They both sat on a bench on the school grounds, a good distance facing away from the classrooms. It was the spot that Kitty preferred to hold her sessions, right in front of a basketball court. The students who didn't have fifth period preferred to stay on campus grounds instead of retreating back into their dormitories. "I mean, sure, you're mutant powers aren't as glamorous as some of the other kids…but, I'm fairly certain your ability to sense incoming text messages could come in handy someday." She said, trying to sound as serious as she could.

"Oh sure. Real handy. 'Hey, Doctor Doom, stop your machine to End all Things for a moment, you've got a message from your toadie!'. Or, or, what if the bad guy doesn't even have a cell phone? What do I do then? I mean, what kind of a hero am I gonna be?"

"Todd, listen…our powers, sure they make us special…but they do not, do not define who we are. Being faster than a speeding bullet doesn't make you a hero, but the will to do good? That does. That's what's important."

"…" Todd lowered his head, knowing full well that the young guidance counselor was right.

"Okay?"

"Okay, miss Pryde." He responded softly. "Good, now I want you to apologize to James for hitting him earlier, because that's something heroes don't do. Okay? Heroes don't fight each other."

The sudden sound of wood and plaster getting torn apart, and the students' shocked screams, suddenly made both the teacher and student turn, their eyes widening in shock as they found Rachel Grey violently speared right through the campus wall by Emma Frost. Before either woman could land, Rachel clubbed Emma over the head, drilling the English woman face-first to the ground, while she herself flew higher to avoid getting dragged down. "…Most of the time." Kitty uttered weakly as she got on her feet. "Kids, I want you all inside the building, now!" she then yelled, as she noticed the students enthralled by the two x-women's battle. Emma was already in her diamond form, her clothes still burning. Though it may have saved her from the fire, her organic, unbreakable form greatly limited her telepathy, as well as her vulnerability to it. Which was perfect for Rachel. "Steal him from me…?" Marvel Girl hissed, as she readied for a powerful bolt of pure, psychic energy.

It took a second too soon, as Emma quickly jumped back on her feet, and hurled a large piece of wood, spiraling in Rachel's direction. The slab managed to hit its mark with a very loud crack, sending Rachel plummeting back to the ground. "Now." Emma resumed her human for, just as the flames on her clothes died down. With battle-hardened anticipation, she watched as Rachel got back to her feet, the same feral expression still etched on her face. "No right…" she slowly hissed, before charging at Emma with rocket speed.

"Emma!" Kitty yelled as she watched Rachel spear herself through the older telepath. "Huh?" Rachel let out a painful gasp as she felt a blunt force hit her at the back of the neck not even a second later after she hit Emma, rendering her unconscious. "…" Kitty simply watched in silence as she saw Emma materialize beside Rachel's body, once again in diamond form. "Sorry about that." Commented the headmistress, rubbing her wrist.

Kitty furrowed her eyebrows as she made her way to Marvel Girl's limp body. "Is everyone alright?" Emma asked, dusting herself off. "I don't know, Rachel looks like she got hit on the head with a large, wooden plank!" Kitty sarcastically responded, as she checked on the unconscious X-woman. "Ha ha, you're so funny in that special, retarded way of yours." Emma rebutted, placing her hands on her waist.

"Miss Frost!" called the Stepford Cuckoos as they stood behind the hole that the two women left on the classroom wall. "Yes, dears?"

"Latavia Williams turned her arm to rubber to stop the pain, Sooraya is taking her to the infirmary. And Derrick Gallis is unconscious, but there aren't any signs of physical injury." The three girls reported in unison. Emma glanced at Kitty for a second, concern evident in her eyes, before she hurried back to the classroom.

Danger Room/1500 hours

"It's like we're having these little therapy sessions everyday." Henry McCoy commented, still wearing his lab uniform, and his round framed glasses.

"Huh, Eiffel Tower. At least we actually get to visit a nice place this time." Kitty commented, referring to the danger room simulation that Henry used for the day's meeting.

"Hardly. I say this place is overrated." Emma commented, leaning on the railing and not really caring about Paris' evening skyline. "Right now, I don't care what you think about the French." Scott Summers chided, as he finally joined them in the simulated environment.

"At the risk of sounding like a student, Rachel started it. And at the risk of sounding guilty, my students can vouch for me." Emma quickly defended.

"I still don't get what happened." Kitty chided. "What did you do to her, Emma?"

"It's called a psychic engram. It scrambles my psychic signature, making me undetectable to other telepaths. Mix that with a mental projection of myself…" Emma started.

"And Rachel charges at the first thing she sees, the psychic projection of Emma. Not Emma herself." Henry continued. "Exactly. Thank you Henry."

"So why did we all see it? Shouldn't it be just Rachel who saw your vanishing act?" Kitty then asked.

"Didn't have time to crack into Rachel's head, since the dear already had something else living in her brain, so I…well, panicked."

"And sent out a psychic wave that hit everyone in the area." Scott concluded.

"How's Rachel?" Logan asked, standing a few feet away from Emma. "Says she didn't know what happened. That she's sorry." Scott responded.

"I'm worried." Henry interrupted. "All signs point that someone took over Rachel telepathically. Marvel Girl. That's not something most mutants could do."

"I don't think whoever did this managed to take over the Phoenix Force. From what I saw, Rachel was using her own steam." Kitty commented. "But still, with or without the Phoenix Force…"

"…Unless of course, Rachel's so comfortable with where she was or who she was with that she didn't bother taking the liberty to keep her head thought-proofed." Scott suggested.

"…And we rely on campus security when we're on school grounds, so we don't keep our shields up, unlike when we're in the field." Emma added.

"Quentin didn't reconstitute himself again, did he?" Henry asked jokingly.

"Ugh. Which reminds me, why is it you telepaths always like causing trouble?" Logan asked.

"We're not fully sure that it's a telepath yet." Scott chided.

"No, I think it is. My prize girls picked up some sort of psionic frequency, just like I did." Emma corrected.

"Which reminds me, how's that student, the one who got knocked out, or something?" Kitty inquired.

"Derrick Gallis and Latavia Williams. Healer says they're both fine." Henry answered.

"Good. Though we still don't know why Gillis got knocked out in the first place." Scott then said.

"He isn't a telepath, is he?" Kitty asked.

"Not that anyone knows. From day one, the power he displayed was limited pyrokinesis." Henry responded.

"Well, since I'm the only qualified therapist here, I'll take it on myself to find out if whoever influenced Marvel Girl left some sort of telepathic residue. A psychic signature, if possible." Emma commented.

"You can do that?" Logan asked.

"Not really, no. But a telepath always leaves an empathic imprint when using his or her powers to control someone else. Could be anger, indifference…"

"So we match the emotion to the student? Not the burst the bubble before it, uh, bubbles, but we've got hundreds of kids here." Logan interrupted.

"That's right. And thanks to Kitty, we have the legal and ethical means of getting into their heads." Emma answered. "Wait, wait, you mean a student did this to Rachel?" Kitty asked.

"If the imprint matches. But I felt a massive psi-bolt in the premises just before Rachel decided to go blame me for her life. And if there were any intruders at that time, we would have known." Emma explained.

"That's right. I've been lurking around campus grounds for the whole time, didn't catch a bad guy's scent." Said Logan.

"No chance of pinpointing where it came from?" Scott asked.

"It was too sudden." Emma responded. "Kitty, I'll be needing you to talk to the telepaths, there aren't many in the school. Ask them if they felt anything around the time of the attack." She then instructed, to which the young X-woman simply nodded in response.

"Henry, you and I go to the danger room try and find a way for her to secure a telepathic line, make sure no one uses their high-powered brains to do something like this again." Scott then said. "Okay, so everyone got an assignment?" he then asked. "I don't." Logan answered, lazily raising his hand.

"Have some beer." Scott ordered. "Danger room: simulation, end."

Men's Dorm/15:20

"You sure you okay?" Mark asked, hunched over Derrick's bed, a look of concern for his best friend etched on his face. Derrick just smiled and nodded. "Man, that was cool, wasn't it?" he then asked, sitting himself down on the floor, leaning against the side of his roommate's bed. "I mean, wow, Miss Frost… she's just so hot. Honestly man, I don't know how she expects us guys to concentrate when she wears all those outfits."

"You're a horny bastard."

"Come on, don't tell me you've never jacked off over her."

"…You know, with a face like yours, you don't even need kick-ass superpowers, though you have those too, to hook up with anyone on campus. Why go for the one you can't have?" Derrick asked, his voice a little too serious.

"Look who's talking." Derrick responded. Both of them were right of course. Mark was half-Asian, half-German, with deep brown eyes, and an athletic build. Derrick, on the other hand, was a little thinner, but still well-built, with dark brown hair that reached the back of his neck, and blue eyes as clear as sapphire. Both pf them were just a year below twenty. With half a smile, Derrick patted Mark on top of his shaved head. "Anyway, what was up with earlier anyway?" he asked.

"I dunno. But all the teachers ever do here is try and kill each other. It's so cool." Mark responded. It was no secret to the world that mark acted a little immature for his age, but no one minded.

"Rachel Summers isn't a teacher… is she?" Derrick asked.

"Uh, not sure. I think she does admin stuff, like, liaison to other superhero teams or something. I know she's part of the X.S.E."

"…I'm still thinking about Miss Frost's Ethics class earlier."

"Hm? Something wrong?"

"No, not the battle. I was just thinking off the question she asked before everything went to hell. You know, the one that you answered with such articulation."

"Oh, that." Mark chuckled as he began to play with a tennis ball. "What's up with that anyway?"

"Well, I think it wasn't an interesting question."

"You mean, 'what do you do if you're a veterinarian, and a dead man's will includes you having to put his perfectly healthy cat to sleep lest you risk crushing an old corpse's death wish'? Bull."

"Come on. It's not that clear cut, I mean, it's the man's last testament to his family. For all we know, that cat could be something he really cherished. So much that he wanted to take it to heaven with him."

"…If you ask me, if the old man really cared for his cat? Then he'd let it live on. Anything other than that? It's just selfish." Mark commented, with a rare, serious tone.

"…What do you care about?"

"…Making sure that I never have an accident with my powers again."

"Sorry, I didn't mean to bring that out…"

"Nah, its fine. We've known each since freshman year, anyway. You're entitled to full 'soap-moment' rights. Besides, it's not like I'm the only one here who lost loved ones when the mutation manifested. There's Wither, that Dynamo kid, Chewy…"

"Come on, doesn't make it any less…you know."

"Hey, hey, come on Derrick, its fine."

"Still…" Derrick bit his lower lip.

"It's fine, okay?" Mark repeated, though his voice softer this time, more soothing.

"…Okay."

/22:43

"I've been away for so long." Whispered a female voice. The shadows covered her from head to stomach, keeping her identity, at least for now, secret.

"Time to get back in the game." She uttered to herself, as she stepped over the copse of a homeless man that she literally melted into a bubbling pile of skin and tissue.

"You know, talking to yourself is generally perceived to be a bad thing." Interrupted a male, somewhat cracked voice.

"…?" The woman turned, following the voice to man slumped over the rail of an emergency stairway. "I mean, that's what the nice men in white suits told me." He kept a long, brown trench coat, and a matching hat that attempted to cover his bright, scarlet eyes. His exposed chin revealed old man's skin, withered and layered, though it had the distinction of being violet in color.

"May I ask who you are?" the woman politely offered, clearly unafraid of the menacing man.

"They call me Bile." He introduced, taking off his hat and taking a short bow.

"…Charming." The woman muttered, as she watched the man descend the escape ladder.

"I've seen you before. You tussled with the Avengers a long time back, didn't you? Called yourself the Mist Mistress?"

"Ah yes. That was back when some idiots decided that our names had to include what we do. Kind of like stamping 'how to beat me' on my costume."

"Good old days. You knew who the heroes were. You knew who the villains were. Tell me…Mist Mistress, do you want to do something crazy?" the old man asked.

"Crazier than this?" she asked, gently kicking the corpse by her feet.

"Old timers like us, we tend to get forgotten. Moved aside like furniture while the newer, badder kids go around making a name for themselves. Sickening really. These kids, they don't have the same chemistry we used to have with the heroes. There's no more flavor, no theatrics, no more soliloquy. Just loud explosions and half-assed motivation."

"…"

"So I took it upon myself to take the time and gather some of the more…aged, but capable, members of our kind."

"…"

"And we decided that the best way to go out, obviously, is with a bang."

"…"

"So, what do you say, ma'am? How about we give this sick little world of ours one last good shake? For old times' sake."

"Are you saying that I look old?"

Chapter 1, End

Author's Note: Well, there's the set-up. Hope you enjoyed.