Disclaimer: This is a work of fan fiction using characters, locations and concepts belonging to Marvel Entertainment. No claim of ownership is made or implied by me in using their property. No part of this work is intended for material gain of any kind. It is intended for the sole purpose of creative exercise and the entertainment of others.

The Adventures of Kitty Pryde

Issue 14, December 2006

Cover image: Two Kitty Prydes are in the foreground, locked in a desperate struggle, but one clearly has the upper hand. She has the other one pressed against the dark pavement of a nondescript city street, pummeling her savagely. Her opponent is bruised and bleeding, eyes clenched shut and mouth in an open-lipped grimace. Her attempts to claw at her attacker's face and push her away are proving ineffective. In the background Strong Guy, Wolfsbane and Monet struggle to restrain an anguished Colossus while the rest of X-Factor, Lou Somme, Lockheed and Kitty's students look on, most with worried expressions.

From the window outside the Café A Go Go, they look like an ordinary couple, having an ordinary quarrel. A passing stranger would hardly spare them a second glance, except perhaps out of curiosity.

The man is wearing a short-sleeved shirt that struggles to contain the thick muscles that bulge beneath the fabric. He towers over his companion, though she does not look the least bit intimidated by this, or anything else about him. Nor does his posture suggest he intends such a reaction. His jet-black hair is trimmed short and falls neatly about his head, the square cut of his jaw serving as a solid counterpoint. Most striking of all are his liquid blue eyes, which project as much hurt and worry as they do antipathy and frustration.

His companion is younger than him, with soft features that belie her more aggressive bearing. She is wearing a lemon colored t-shirt and black jeans. A rounded face is the canvas for smooth waves of shoulder-length brown hair and a gently curved chin. Her deep brown eyes are fierce, intense, almost threatening, yet seem dead and numb at the same time. Her lips are thinned to a stiff line as they press against each other severely.

Both parties look tense and weary, as if the argument has persisted well beyond the point either wanted it to go.

She places her elbows on the table and shakes her hands toward him as she speaks, her brows drawn deep toward the point between her eyes. The man has one hand resting on the table, but the other is gripping the edge, tense enough to cause worry that the thick wood may snap between his fingers.

He leans in and says something of his own, his expression turning harsh, and she draws back, looking suddenly uncertain, almost pained. She looks away for a moment, gazing deeper into the café.

Turning back toward him, she says something through clenched teeth, and it is his turn to look shocked and wounded. He stiffens and averts his eyes from her, his lips curling into a tight frown.

The reaction gives the young woman pause, and worry supplants the grim arrogance and fierceness that had been there before. She calls to him softly, questioningly, but he does not respond. When she reaches across the table to touch his hand, however, he abruptly withdraws it and rises from his seat. A moment later he is gone, leaving her alone at the table.

The worry grows to something approaching panic, and she too stands, except she moves toward the window. A couple strides takes her through it, only she does not disturb the glass or the building and framework around it. She crosses the threshold with no more contact with it than a ghost. Midway into the space outside the café, her head angles to the left, facing the entrance, and she says, "Peter, wait!" in an almost desperate voice.

The glass door swings shut as Peter Rasputin stalks away from the coffee shop. "We are done here," he growls, turning his back to her and taking rapid steps down the sidewalk.

"But if you would just listen!" Kate desperately calls back to him, quickening her pace as she hurries after him.

"I have heard enough," he fires back over his broad shoulder. "I must return to the mansion and find a way to undo what you've done."

Kate manages to catch up to him and grabs his arm, tugging ineffectually at it. "I did it for you!" she pleads.

"That is a lie," Peter says wrenching his arm free. "And a cruel one. You did this for yourself, and I pray for your sake that Katya is unharmed."

"Forget about her!" Kate cries out, throwing herself in his path, which is enough to bring him to an abrupt halt, though he looks close to shoving past her. "She doesn't love you! She will never love you the way I do."

Peter's words are barely audible from the effort he puts into not raising his voice in anger. "The man you love is a shadow from a future that doesn't exist. I do not even share the same name with him."

"That doesn't matter," Kate insists, holding her arms open in an appeal for his attention and patience. "Whether your name is Nikolievich or Alexandrievich, you're still my Peter."

"I am not," he repeats, his eyes hard as flint. "I don't wish to harm you, Kate, but I will not let you keep me from Katya any longer."


"You heard the man…" someone says from behind.

At the end of the block, standing with feet apart, almost as if she were ready for a battle, is Kitty Pryde. She is wearing a pink, short-sleeved shirt, and her light pants are still slightly damp near her shoes from the trek she'd made through the Morlock tunnels. One arm is at her side, balled into a fist. The other is raised, one finger extended as if she were summoning a waiter at a restaurant. She glares at her double with righteous fury.

"…now get the hell away from him."

Stan Lee does not present

A Long Way From Home

"Katya!" Peter exclaims, stunned and relieved at the sight of her.

Kate looks equally surprised, but not the least bit pleased. "You! You're supposed to be-"

"Dead?" Kitty supplies, crossing her arms. "I'm afraid I don't keel over quite that easily." Glancing up at her teammate and love, she adds, "I'm happy to see you, too, Peter. You have no idea."

"I wasn't trying to kill you, you moron," Kate sneers. "Just get you out of the way."

Kitty takes a step forward and levels a warning look at Kate. "So you could steal my life," she says bitterly. "Again. Didn't work this time, though. I'm going back to the mansion, now, and I'm taking Peter with me. You might want to find somewhere else to be."

"No," Kate says, placing one hand on Peter's arm, and he freezes mid-step. "I think you should stay."

Peter strains to resume motion, but he is locked in place, trembling from his useless efforts. "I can't move! You... You've phased me?!"

"You got it," Kate says, leaning closer. "Remember when she did this to you on Muir? How did it feel to have the only person in the whole world that you still trusted betray you?"

Peter's teeth clench together. "I was not well back then," he responds. "She did it because she cared enough to help me."

Kate's eyes flick toward Kitty and her sneer gets wider. "Really? Is that why she forgot all about you as soon as you went back to the Acolytes? Is that why she fell in love with another man?" She slides her other hand up his chest as she tilts her head enough to look directly into his eyes. "I was always true to you. My heart never wavered, from the moment we first met."

"Let him go!" Kitty shouts angrily. "I'm warning you!"

Kate turns back to face her, maintaining her grip on Peter so that he can't escape. "Why should I be worried about that?" she asks mockingly. "What are you going to do, all by yourself?"

A deep, pleasant voice rings out from behind the corner Kitty's standing next to. "If there's one thing I'll definitely never get tired of..."

"...it's a good entrance line."

Guido Carosella, the mutant known as Strong Guy, steps out from around the corner, followed by his teammates on X-Factor; Monet, Siryn, Jamie Madrox, Wolfsbane, Rictor and Layla Miller. Close on their heels are Kitty's students; Ben Rice, Alana DuBois, Warren Epps and Scott Lightfoot. Last to emerge are Kitty's friend Lou and, swooping in from above, Lockheed, who lights upon Kitty's waiting arm.

"You were saying?" Kitty asks, one eyebrow arched pointedly.

"Hmpf!" Lockheed adds, firing twin puffs of dark smoke from his nostrils.

They stand together, crowding the sidewalk and nearby curb with their numbers. Even though five of them are little more than children, the combined threat they pose just by confronting Kate as one is impressive. While Kitty's students look concerned and doubtful, the others wear expressions that range from impassive to intimidating. To any sensible person it is a sight worthy of giving pause.

"You think this changes anything?" Kate says with a crooked smile of confidence. "It doesn't matter if you bring every last mutant on Earth, none of you can stop me. Don't you get that?"

Siryn leans close to Jamie and from the corner of her mouth says, "I could probably stun her with a sonic lance."

"Let's hold off a bit on taking the offensive," he tells her and then moves to stand next to Kitty. "Her powers are exactly like yours, aren't they?"

"Not exactly," Kitty admits grudgingly. "She can do things I have no idea how I'd even begin to try."

"I still don't understand," Ben whispers to his friends. He, Scott and Alana are still wearing the sidekick costumes Alana had made for them. "Is she really Miss Pryde or not?"

Alana gives him a long-suffering look. "She's from the future," she explains patiently. "She came here chasing Fitzroy through the timestream and stayed to help find the traitor amongst the X-Men."

From her spot next to Warren, Layla Miller tilts her head towards the other girl and says, "Are you sure about that?"

"Yup!" Alana says, puffing up her chest proudly. "I'm Miss Pryde's biggest fan. I know stuff."

"Okey-dokey," Layla says with a smirk, looking like she's trying very hard not to burst out laughing.

Little Scott, however, looks distraught as he watches the confrontation. "It's not fair!" he moans. "Why do they both have to like Mr. Rasputin?"

Monet stifles a yawn. "How boring," she states. "Like a bad soap opera. It's pathetic, really."

"'Tis madness!" Wolfsbane asserts, almost snarling through her lupine features.

Guido shudders. "It's scary, if you ask me."

"It's friggin' hot!" Rictor says eagerly, delight clear on his face.

Peter turns his eyes to look down at Kate, unable to do much more than that while she has him phased. "You should let me go, Kate," he tells her. "If you are trying to convince me of your good intentions, this is a poor way do it."

Kate shakes her head sadly. "Peter, please... It isn't like that."

"You used to be an ally to us, Kate," he says, the comment sounding as much like an accusation an appeal. "What happened to you?"

"Kang happened to her," Kitty interjects, trying to sound more reasonable now that the confrontation had reached something of a standoff. "Whatever he's done to you, Kate, we can help you."

Kate laughs scornfully. "What he's done to me? Kang did me a favor! He created this new body for me, a perfect copy of yours, right to the smallest detail."

"You struck a deal with Kang?!" Kitty asks in disbelief. "Why would you even consider such a thing?"

"Oh, please," Kate says dismissively. "I bargained with The Phoenix to save Rachel. Do you really think someone like Kang would bother me in the slightest?"

Kitty shoots her a look that is both quizzical and scandalized. "Well, yes. Seeing as he's evil and all."

"So? All he wanted in return was Widget, and I was more than happy to give her to him. It was a mercy, after the way all of you abandoned me."

"We didn't abandon you!"

Kate sniffs in disdain at Kitty's words. "You think so? While you and the rest of Excalibur went back to your time, I spent decades, maybe even centuries wandering through mine. Even Rachel didn't stay. My memory was still fractured. I sometimes went whole years without knowing who I even was. I might have forgotten entirely, if it hadn't been for the graves of everyone I ever cared about to remind me. When Kang found me I was only too glad to make a deal with him."

"That long?" Kitty says in disbelief, paling slightly. "Kate, I didn't know. None of us could have known that, but I understand what it's like to lose the people you care about-"

Kate snarls at everyone facing her. "You have no idea what it's like! You've never had to see everyone you love and care about die and know they won't be coming back. You've never had to tell yourself that you are the last X-Man there will ever be. You've never..." her voice cracks with a sob of rage. "...you've never had your babies taken from you! Don't ever tell me you know what it's like!"

For a moment everyone stares at the time-displaced woman in uncomfortable silence. Finally, Kitty gives her arm a slight shake, and Lockheed flaps his wings to hover just over her shoulder. She puts on hand on her hip and gestures with the other, palm out. "But why here? You could have started a new life in any reality you liked. Why would you come to this one and try to steal my life?"

A soft, bitter chuckle escapes Kate. "I tried. I wanted to find a place where I could start a new life, but I'm tethered to this reality. I don't know if it's because Rachel's here, or something to do with inhabiting your body when I was sent back the first time, or something else entirely. All I know is that, like it or not, this is where I'm always drawn back."

"And you thought that entitled you to take my place?" Kitty says, her hostility restored.

"Why not?" Kate asks. "Nobody knew what happened to you after you went to Genosha. You could have been dead for all anyone knew, and I already had your body. Becoming you was practically academic."

Kitty's lips curl into a sneer of her own. "You call that hairdo and attitude 'becoming me'? I'm seriously starting to wonder why nobody had you pegged for a phony on the first day."

"You would flatter yourself to think that, wouldn't you?" Kate fires back.

Kate's memories flash back to 'her' room at Xavier's Mansion. A twin-sized bed lies with its back against the center of one wall, decorated with posters from Raiders of the Lost Ark and The Phantom Menace. Shelves loaded with books flank it, and more books are stacked on the floor next to the bed. A large desk with a computer monitor and a lamp lies under the room's window, and just above it is a corkboard. On that corkboard are photos of Kitty with Illyana Rasputin, Doug Ramsey, Courtney Ross, Rachel Summers, and more. All friends of hers who have died or been taken from her. Underneath the desk is a box filled with more photos. More memories of the people she's lost.

"But your little shrine to the fallen was all the excuse I needed to act that way and encourage everyone to keep their distance from me while I dedicated myself to learning as much about you as I could. It wasn't easy. I could barely remember who I was by then, let alone figure you out. And I was angry all the time, without even knowing why."

Kate lies in Limbo, nearly unconscious. Green smoke wafts off her chest as if she has been struck by some mystic bolt. Looming above her is Belasco. He is holding an orb that glows with an eerie greenish light in one blackened, carapaced hand and arm. He smiles, gloating over the victory he is within easy reach of.

"By then I had substituted so many of my memories with yours that my old life had become little more then a shadow, or a rapidly fading dream. That might have been it, but Limbo changed everything. As I said, Kang had made my body a perfect copy of yours, right down to the enchantments Belasco placed on you. Instead of summoning you, he got me, and my soul."

Peter's face darkens as he looks down at Kate and gasps. "I remember that," he says, glowering.

Kate, wearing dark, mystic armor, sits on her knees, hunched over as a bright chain mystic energy surges into her. "My SOUL!" she screams. "It's returning! I'm myself-- I'm whole again!"

Kate nods somberly. "We fought, and with Magik's help, we won. Belasco was defeated and my soul was returned. And with it came my real memories. All of them. But by then I had changed so much that most of those memories were practically meaningless."

-- Editor's Note: Quotes from Kate's memories excerpted from X-Men: Black Sun #5

"Only two things, out of it all, still mattered to me anymore."

Kate is wearing her Shadowcat costume, holding an aluminum alloy power carving tool, which she is using to engrave numbers onto a long bone claw.

"First, I became determined that I would never again forget that there was once a time when I was known as Mutant 187."

Kate is inside her bunk in the High Evolutionary's space station, dressed for a date. She is wearing tight, low-rise pants and a top that leaves her arms and much of her chest exposed. Bracelets adorn each wrist, and her ears have several piercings. "Everything around me gets to change, I'm supposed to stay the same," she says to the empty room. "Be real! I walk through walls – between rooms and between worlds! I'm not a girl anymore. I'm Shadowcat! What you all expect of me, I got no interest to give."

-- Editor's Note: Quotes from Kate's memories excerpted from X-Men #100

"But it seemed the more I rebelled, the harder I tried to push all of you away, the more you clung to an antiquated image of Kitty that had nothing to do with who she was even before I took her place. And I needed to avoid getting too close to any of you. Especially since it would interfere with my other priority."

Kitty and the others seem caught between contempt and disbelief at the story Kate is telling. "You're talking about Peter, aren't you?" Kitty asks.

Kate turns her head toward Peter and her eyes soften. "Even when my memories were clouded, my feelings for you stayed as strong as ever," she says. Her voice grows deep with affection, and her eyes hint at a twinge of regret.

"Me?" Peter says, genuinely surprised. "But you were seeing that boy. Seth."

"Who just happened to be a terrorist and part of the Neo," Kitty points out archly.

"I know," Kate says somberly. "And I'm sorry I did that to you, but it was necessary."

Peter's eyes grow cold and hard as flint. His lips thin. "In what way could you consider it 'necessary' to knowingly consort with such a man?" he asks, a dangerous edge coming to his voice.

Kate lowers her eyes. "Through him I was able to establish third-party contacts to make certain... arrangements. Without his knowledge, of course. People I knew I would need help from, but who couldn't know who I was, or who I was pretending to be."

"What people?" Kitty asks.

Kate looks at her, and in an even voice says, "The Breakworld."

Kitty gasps, her fists clenching and unclenching. "You what?! Why?" Everyone else with her, even Monet, seem stunned by the announcement.

Kate reaches into her pants pocket and withdraws a folded yellow handkerchief. "Because of this," she says, tossing it in the air. Lockheed catches it and flies back to Kitty, where he drops it in her waiting hands.

"What is this?" she asks, even as she begins to unfold it.

o o o

"Go ahead and open it" Kate invites.

"Kitty," Jamie says in a warning tone.

"No, it's all right," Kitty says as she finishes unfolding the cloth. "There's a piece of paper inside."

"While you were gone, I didn't just take your place on the team. I also continued your work," Kate says.

"This is a page from Destiny's diaries," Kitty breathes. Her eyes skim the creased piece of paper she now holds and she gasps in alarm, her eyes growing wide, a chill running from her fingers and straight to her heart. "Oh, my God..."

"It took me months to decrypt the code she had written on that page," Kate says, "but I'm sure you'll have no trouble figuring it out..."

The paper shows a crude drawing of Colossus in his armored form, holding a syringe filled with a pink liquid, the two-fingered plunger at the ready.

"...Hindsight being twenty-twenty and all."

"You knew..." Kitty says in a barely audible voice. Her eyes brim with moisture while her hands tremble. She glares back at her double, and the first tear, hot with her fury, breaks apart into a tiny mist from the sudden movement. "You KNEW! And you let him DIE!!!"

"I saved his LIFE!" Kate shouts in return, her voice matching Kitty's passion. "I knew there would be no way to stop him. Not my Peter, not when he sets his mind to something, so I did what I had to!"

"But that's crazy!"

"I love him!" Kate says, angry tears to rival Kitty's flowing down her cheeks. "There's nothing I wouldn't have done for him, no matter what the risk! And where were you, if it mattered so much? WHERE WERE YOU?!?"

For a moment nothing but silence follows her words as everyone waits to see how Kitty will answer.

"I-" Kitty falters.

"Uh- Genosha..." She looks directly at Peter, whose eyes stare a question back at her. "It doesn't matter," she finally says, eyes downcast.

Kate tightens her grip on Peter. "That's what I thought," she says mockingly. "You don't deserve him. While you were out doing whatever was more important to you than Peter, I went back to Kang."

"You went back?" Kitty says in disbelief. "Why?"

"Because I needed a body, of course," Kate explains. "A perfect copy that would fool even Hank, and he did it, and even though his price was quite a bit higher, it was worth it to have Peter back."

"What price?" Peter asks.

Kate inclines her head toward Kitty. "Her."

"Her concentration is slipping," Peter thinks. "If I'm able to transform, I might break free of her hold."

"Her concentration is slipping," Monet whispers to Jamie. "I might be able to override her psyche and seize control of her mind."

Jamie mulls it over, looking uncertain. "I'm not sure that's such a good idea, M," he tells her.

"Mon Dieu," Monet says with a roll of her eyes. "You worry too much, Jamie."

Kitty, unaware of the conversation going on nearby, throws more heated words at Kate. "Then why'd you wait? Why did you wait until now to sabotage my life and then kidnap me to Limbo?"

Kate's fingers clench even tighter on Peter's arm. "Because they tricked me. After they brought Peter back, they took him away, and I couldn't find him."

"They took him away to be tortured!" Kitty screams.

"I didn't know!" Kate cries back urgently, sending a desperate look to Peter. "I looked everywhere for you. I practically tore the world apart looking for you." She looks back at Kitty, accusingly. "But instead you found him. Just like you found Rachel. Why do you always get to find them? What makes you so special?"


"YOU DON'T DESERVE HIM!" Kate lashes with the full fury of her voice.

"Now!" Peter thinks.

"Now!" Monet whispers, the whites of her eyes rapidly turning a solid black.

"M, no!" Jamie says, suddenly alarmed.

Kate's eyes widen as she feels the first feather touches of Monet's mind on hers. "What?" she says quietly. An instant later her eyes narrow dangerously. "Trying to sneak up on my mind, M?"

"NYAAAHHHH!!!" Monet shouts, clutching her head and reeling back.

"M!" Jamie and Siryn both shout, rushing to catch her.

"My mind can be slippery while phased, you know," Kate taunts, "But I've also learned how to make it disrupt the bioelectric field of other minds that touch it. The feedback can be pretty nasty, can't- eh?"

Peter has transformed into the steel body of Colossus, the resultant increase in size causing his body, still kept incorporeal by Kate, to occupy the same space with her. The unexpected result is that he finds himself sharing in the mental backlash Kate had intended for M alone. He pitches forward involuntarily, falling through Kate and intensifying the pain all the more. "EYARHHHH!!" he grunts in pain, collapsing at her feet.

"PETER!!!" Kate and Kitty shout with a single voice. Kate kneels down to check on him while Kitty rushes forward, screaming, "Get away from him!"

"Peter, no!" Kate says, gingerly touching him. "It was an accident!"

"That's it," Jamie says to the rest of his team as he gently sets Monet down on the sidewalk. "Take her."

"Rrrrr!!" Wolfsbane answers, darting forward.

Swift as Kitty is, Wolfsbane is much faster. She snarls savagely, fangs barred and clawed hands at the ready. She springs at Kate with her hands thrown out, ready to catch Kitty's double and restrain her if she can, or do worse if she must. "See t' Peter, Kitty," the lycanthropic mutant growls. "I'll take care of her!"

Seeing this, Kate rises back to her feet and sets herself, arms at her sides and ready for the attack. "Well, come on, then," she says, a slight smile playing across her lips.

When Wolfsbane reaches her, she passes right through Kate's intangible form, her claws slicing at nothing but air. Her eyes widen and her beastly chops hang open in a wolfish approximation of surprise. "Whu-?"

"Forgot something in all the excitement, did we?" Kate says with mild amusement. She whirls around before Wolfsbane has a chance to recover and seizes her by the shoulders. "You want to go? Fine. Let's go."

The two of them begin to rise in the air at a slight but steady angle, moving rapidly down the street even though their posture has not changed from when they had been standing still. "I've just detached us from the Earth's rotation," Kate explains. "We're not actually moving, but doing this lets me travel due west at, oh, roughly 300 miles per hour."

"Kate, stop!" Wolfsbane urges. "We came to help! We shouldn't be fighting like this!"

"No," Kate agrees, her face darkening. "But then, you shouldn't have come at all. You should have just left Peter and I in peace." With that, Kate releases her captive and phases herself to a stop. The "velocity" built up, however, sends Wolfsbane sailing through the air as if she'd been fired from a cannon.

Back on the street in Greenwich Village, Kitty rushes over to where Peter lies. The shock to his system has caused him to revert back to flesh and bone, although the sleeves and pants legs of his clothing are split and hang in tatters. "Peter!" she says dropping to her knees and cradling his head in her hands. Right on her heels are her students and Lockheed. "Are you okay?"

Peter's eyes tighten a moment before opening. "A moment," he groans, "and I will be fine."

In the air, Kate watches Wolfsbane departing form fade in the distance. "Happy landings," she says, smirking, but then her eyes suddenly widen and she whirls in surprise. She barely has time to lift her arms protectively as she is assaulted by a keening wail.


The waves of sound wash over her with the force of several jet engines. Windows in the vicinity tremble and crack. The full brunt of it thunders at Kate with enormity enough to make her seem like a frail speck of dust flitting near an open flame, only moments from becoming consumed.

When it is over, though, she remains standing on the air, her face bleeding disdain. She looks at Siryn, who is hovering a few feet above the roof of an apartment building, held aloft by her sonics. The redheaded mutant looks a bit startled by the sight of Kate, composed an unharmed.

"What was that supposed to do?" Kate asks with contempt.

"..." is all her opponent can think to say.

"Sound," Kate says, stepping on the air as if it were solid ground. She slowly approaches Siryn and continues, "is just another thing for me to phase through. To ignore. Like heat. Or gas."

Suddenly she vanishes, as if she had only been a mirage, or an image from a projector that has suddenly been switched off.

"Or light."

Siryn's eyes grow even wider, and she floats back a short distance. A concerned voice broadcasts through the speaker of her cell phone. \Terry? What's going on? Is Rahne okay?\

She lifts the phone to her ear and turns to fly back. "She's out, but she'll be fine, I think," she answers. "I'm coming back, Jamie, we've got a prob-"


Her head snaps backward as she is struck by an invisible force. "Uhf!"

Kate reappears in front of her. "Yes," she says, throwing another punch that catches the sonic mutant in the jaw. "You do."

She grabs Siryn by the shoulders and drives her knee into her gut. "URK!" she gasps, spittle flying from her lips.

"I didn't want this, you know," Kate says, taking hold of Siryn's collar. The redhead is already reeling from the damage she's taken, and can do little more than offer a token defense. Kate easily breeches it, jabbing her in the face several more times with her free hand. "I've seen enough fighting, but I'll do whatever it takes."

\Terry? Terry?!\ Jamie's voice comes through her cell phone, which drops out of her hand as her body goes limp.

Kate holds Siryn's unconscious form in her arms for a moment. "This is all her fault, you know," she says before letting her fall to the rooftop beneath them.

"Terry!" Jamie says into his cell. "Damn it!" He lowers his hand away from his ear and glances over at Guido. "What's happening?" he asks the burly mutant.

Guido gazes into the distance, his hand forming a bridge over his eyes. "Looks to me like she's kicking our asses, boss," he reports grimly.

"Why didn't you warn us about this, Layla?" Jamie says accusingly to the young girl standing next to him.

"I didn't expect it," she says, sounding indignant.

"What are you talking about? That's what you do, isn't it?"

Layla blows a stray hair out of her face in irritation. "She's interfering."

"Interfering?" Jamie echoes. "How?"

"You know how I have trouble with Quicksilver. Because of the stuff with chaos? Or his ability to call other selves from the future?" Layla says patiently.





Jamie heaves a sigh. "Guess it's just us, then," he says to the others. "You ready?"

"You're kidding, right?" Rictor says, though he stands his ground. "Kitty Pryde plus Crazy isn't something I want to rumble with even if I still had powers."

"Bad news for you, then," a voice says from above and behind. They all look up to see Kate drop onto Guido's shoulders and place her hands on his face.

"Phasing between dimensions," she explains. "It really cuts down on those pesky transits."

Guido twists and gasps, flailing at Kate, but his hands pass harmlessly through her.

"Guido!" Jamie and Rictor both cry.

"Feel that?" Kate says, leaning close to the muscular mutant's ear. "That's me, phasing all the air out of your lungs. If I wanted, I could do the same sort of thing with your blood, or your bones, or all your internal organs, and then just let gravity and Nature do the rest."

Guido's face begins to turn purple while he struggles for breath, clutching at his throat.

"Let him go!" Jamie orders. He starts drumming his foot on the ground with rapid force. "You may be able to take us one at a time, but if you keep this up you'll be facing an army!"

Kate glances over at him while Guido continues to careen about. "What army?" she asks, quirking one eyebrow.

Jamie looks around and notices that it is just him standing there. "Where are my clones?" he says, and taps his foot some more. He gasps in shock as he notices that his foot is passing through the concrete sidewalk. "How-?"

With an amused snort, Kate says, "What? You thought I still need to touch you to phase you?"

Realizing what she's done, Jamie switches to snapping his fingers, but all they do is pass through each other. "Uh-"

Guido finally passes out, crumpling to the sidewalk, and Kate lets herself slowly descend to the ground. "Don't any of you get it, yet?" she says, glaring at Jamie, Layla and Rictor. There is an almost zealous gleam in her eyes. "There's no point in fighting, because there isn't anything that can touch me!"

"Bet I can think of something that can touch you."

Kate turns around in surprise to see who has just spoken.


Kitty catches Kate with a fierce hook, putting her full strength behind the blow. A thin stream of blood plays a flourish through the air as Kate careens backward, literally knocked off her feet by the punch.


Somehow, as Kate tumbles backward, she manages to catch herself and rolls to safety. Almost instantly she is nearly standing, one knee down, one leg up. She looks up at Kitty and rubs at the corner of her mouth with one fist, cleaning away the blood. "All right then," she says with a smile of anticipation. "Let's settle this."

"Oh, you've already lost," Kitty says as she closes in. "This part's just stress relief."

Kate rises to her feet just as Kitty reaches her and the fight begins in earnest. Kitty tries to get in the first shot, launching a hammer blow and immediately following with a high elbow strike. Kate deftly knocks each attack aside.

"You may have the body," Kitty says, whirling to Kate's flank and throwing a two-knuckled jab. "But I've got the moves."

"Have to keep her focused on the fight," Kitty thinks. "She's too good at phasing for me to beat her that way."

Kate blocks and smashes at Kitty's side with her knee, landing a blow that is solid, but not direct enough to do more than bruise. "I'm a quick learner, in case you forgot."

Kitty steps back, raising her own defense against the series of counterpunches Kate throws. "Don't get me wrong. You're good." She feints to the left and reverses into a brutal roundhouse. "I'm just better."

"Are you?" Kate says, bracing herself as she catches Kitty's foot in her hands, leaving Kitty struggling for balance on the other. "Doesn't matter. I fight dirtier."

"You have no idea how dirty I can fight," Kitty retorts, tilting into a reverse somersault that catches Kate on the chin with her heel and wrenches her other foot free of her grip.

Peter watches the battle from his spot near Kitty's students with rapidly waning patience. "Enough of this," he says, changing again to his armored form and stepping forward.

Nearby, Kitty's friend, Lou Somme, turns wide eyes toward Peter and breathes a horrified "No."

Peter hardly takes two steps before Lou dives on him, wrapping herself around one of his heavily muscled steel forearms. "Stop! Please!" she cries out as she clings to him desperately. His added mass and strength allows him to easily ignore her efforts, despite her own size and physique, but he does take notice and halts his progress.

"Let go of me, Lou," he says in an even voice. "I don't wish for you to be hurt by accident."

"No!" Lou says, bracing her feet on the ground and tugging at his arm in a futile attempt to drag him back. "You mustn't interfere!"

Peter is startled to see that a thin trail of tears have begun to flow down her cheeks while she struggles against him. "Have you gone mad?" he asks, his face grim.

"Don't go," Lou insists.

"She's right, you know."

Peter turns his head to see Layla Miller standing in front of him, her posture relaxed as she toys absently with the spiked collar around her neck. "There's a blind spot around her," she says, gesturing to where Kate is, "but you're like an open book."

"They're going to kill each other!" Peter asserts, turning agonized eyes toward the fight.

"Yes, they will," Layla says with a shake of her head. Peter's towering form causes an ominous shadow to fall over her eyes. Or perhaps it's just her. Either way, her next words have a chilling finality to them. "Unless you stay right there."

Peter looks back at Lou, and the alien slowly nods to him, saying nothing but gazing at him earnestly, her eyes moist with lamentation and apology. He turns a glower to Layla and says, "You are a very upsetting girl."

"Yeah," the young teenager says with a shrug. "I get that a lot."

Meanwhile, Kitty and Kate are still battling each other with a fearsome intensity. They have both sustained bruises, but neither show any sign of slowing down.

"I remember when we first crossed paths in the timestream," Kitty says as she takes a swing at Kate. "You kissed me, then." Her double sidesteps it, grabbing her arm and twisting to use Kitty's momentum against her.

"What can I say?" Kate dips slightly and flings her into the street with a martial throw. "Lately I've been feeling a lot less Narcissistic."

Kate wastes no time in following Kitty's flight, diving on her and attempting to pin her to the street. Kitty simply phases through the asphalt before she even gets to her. "You'll have to try harder than that," she taunts.

"You think that's going to save you?" Kate follows without missing a beat, and they both vanish below the earth.

A few seconds later they re-emerge, still trading blows. A blaring horn suddenly rings out from further down the street, interrupting their battle. They both look up just in time to see a silver charter bus charging toward them too quickly to stop.

Since it is too late to get of the bus' way, Kitty and Kate simply allow it to plow right through them while they continue to fight. "So, how'd you do it, anyway?" Kitty says as the bus driver turns a started look at the two of them emerging near his feet.

Kate throws some more punches while several passengers recoil from the sight of their torsos sliding along the floor of the bus. "Do what?"

In the blink of an eye, the bus moves past the melee, letting the two vanish through the back. "Learn enough about my life to fake your way," Kitty says, parrying the blows and advancing on her double. "Considering how much our lives diverged, you would have easily slipped up without some kind of help."

"Simple," Kate replies, dancing back and launching a high elbow attack that manages a glancing blow against Kitty's cheek. "One of the things you left behind after you pulled your vanishing act was your diary."

Kitty quickly spins with the blow and throws her own elbow into the back of Kate's neck, knocking her off balance. "I knew I should have tossed that thing after I switched to blogging."

"Yeah!" Scott Lightfoot whoops with a little bounce as he mimes a punch against an invisible target. Next to him, Alana, Warren and Ben watch the fight with mixed expressions of worry and excitement.

The blow should have flung Kate to the ground, but she throws up her hands and catches herself mid-fall against a wall of air phased against her palms. She uses this to launch herself back towards Kitty and drive her fist into her jaw. The move catches Kitty by surprise, and she is knocked backwards with a grunt of pain.

"No!" Scott wails. The stunned looks on his classmates' faces reflect their agreement.

Despite the ferocity of the blow, Kitty manages to quickly compose her thoughts. "She phased herself a vertical surface!" Kitty realizes. "Maybe I can-" With that, she manages to mirror the move Kate just performed, landing another solid, but only glancing, strike of her own. "That thing you were saying about being a quick learner?" she says out loud. "Right back atcha."

"Let's find out just how quick, then," Kate says. With that she rises straight up into the air, as though the bit of air that she is standing on is levitating underneath her.

"How-?" Kitty says, watching her rise with mild astonishment. A look of annoyance crosses her then, as she charges upward, taking steps as if she were climbing a circular staircase. "That's one I'm gonna have to do the old fashioned way."

Kate attempts to use the higher position to her advantage, throwing a kick toward Kitty's head, but the intangible X-Man catches the foot in her hands and swings her down. "I hope you at least feel bad about what you put Stevie through," she says.

Kate phases herself to a stop and wrenches her foot free. "Why should I?" She springs upon Kitty and they begin to grapple with each other.

"Because it was cruel!" Kitty says, straining to get leverage over Kate as they step back and forth in mid-air. "Because she's like a mother to me! Just as she was to you!"

Kate grinds her teeth in frustration and tries to ram her shoulder into Kitty's face. "To me she's dead! They're all dead, don't you get that? Nothing, nothing I do to them will ever be worse than what I've already seen them suffer!" She attempts to drive her knee into Kitty's side, but Kitty catches it and leans back, lifting her off balance with her knees and back.

"That's your excuse?" Kitty says as she knocks her backward. The fluid surface of the phased air they are wrestling on sets them into a dizzying spin, rather than the follow-thorough to the street had they been grappling on the surface. "You think you can justify the things you've done because of what happened where you come from?" Kitty presses her hand into Kate's face, shoving at it so she can get more room for another strike. "Tell me, does that include Rachel?"

Kate's eyes suddenly go wide with fury. "Stop it!" she yells in a crazed voice. With unexpected strength she wrenches one hand free and drives the heel of her palm into Kitty's jaw, momentarily stunning her. "Stop trying to confuse me!"

Kate follows with a sharp elbow to the gut, knocking the breath of out Kitty. "How dare you even question what I do or how I fight for what I believe in?" While Kitty staggers backward, dazed and off balance, Kate tucks herself into a ball and spins in mid-air, extending her leg at the last moment so that her foot smashes hard into Kitty, driving her to the ground.

Kitty hits the ground hard. "Unff!!" she grunts. She struggles to regain her focus and organize her thoughts, but Kate is already upon her, wrapping her fingers around her throat.

"After all the times you've just given up?" Kate yells, and shoves Kitty's face into the pavement as if it were nothing more than murky water. Only Kitty's hands, desperately clinging to the street, prevent the rest of her from following suit. Kate lifts her back up and Kitty gasps for breath. "With the X-Men? With him?" she continues to accuse, voice sharp with rage. She rhythmically shoves Kitty's head into the ground and then lifts it back out. "You make me sick! He. Deserves. BETTER!!!"

"You're right." Kitty manages to choke as her head emerges from the asphalt again.

Kate pauses before pushing her back in. "Say that again?" she demands.

Weakly, Kitty continues. Her face is dark with bruises from the ordeal, and Kate looks only slightly less hurt. "You're right. He does deserve better. So look over there, at what you're fighting for..." She lifts one trembling finger and points to where Peter and the others are watching them fight.

"...and tell me if that's you."

Kate looks around, momentarily confused, until she sees the looks on everyone's


A grim silence has fallen over the street. Guarded expressions. Astonishment. Pain. Siryn touches lightly upon the ground, carrying Wolfsbane, who has changed back to her human form. Their eyes are fixed upon the scene where Kate has Kitty at her mercy. Guido has risen on his seat, rubbing his head to clear it from the fog caused by lack of oxygen. Jamie is helping Monet back to her feet, the dusky mutant looking dazed and unsteady as well. Layla and Rictor are both watching Kate with wary eyes, their expressions calm and resolute.

Warren and Alana have both seized Scott by the arms to hold him from charging toward the battle. Ben looks stunned and distressed, while at his feet, Lockheed paces in worried circles, whimpering. Lou looks on, the serene expression she normally wears gone as she stares judgment Kate's way. One slender but muscular arm is resting on Peter's shoulder, a subtle reminder of the warning she had given him.

Most striking of all is Peter, still armored up and now on his knees, his fingers digging into the pavement of the street in frustration as he summons the restraint to keep himself in place. He looks at Kate, eyes fixed upon her, as if paralyzed until she makes her next move. His face shows pure anguish, an accusing look, a piercing stare of one faced with an unexpected betrayal and an anticipated loss he sees no way to prevent.

"No..." Kate says, releasing her hold on Kitty. "Don't look at me like that."

Kitty, now free, rolls to her side and clutches at her throat, coughing and gasping for breath. Peter almost goes to her, but Lou presses down on his shoulder, silently insisting that he remain.

Kate almost seems to shrink under everyone's gaze, her eyes searching one face to the next for any trace of sympathy and finding none. "You don't understand," she entreats. Bracing herself up by one arm, she tucks her legs in and sits on the street, as if she isn't sure if she should rise to her feet, or slide forward and crawl. "None of you understand."

Breathing a heavy sigh, Kate makes one last attempt to explain herself. Her words come out slowly, all the passion sapped away by her battle with Kitty and the shaming stares being brought upon her. "It was a suicide mission. We all knew what to expect. I thought I was prepared for it. I'd seen so many of us die already. There was literally nothing to lose." She pauses to draw one deep, shuddering breath.

"But when I arrived and saw all of you, alive and the way you used to be, I couldn't-" her voices catches in her throat and a small tear trickles down her cheek. "And then I came back to find that we had changed nothing. Rachel and I were the only ones left. Everyone died for nothing, and I wasn't even there. It was more than I could bear."

Kate's voice is trembling, but she forces the words out as she continues her story. "When the Phoenix revealed itself to me, I saw a chance to save Rachel, to give her a new life, but as for myself... I just wanted it to be over. Project Nimrod was where it was supposed to end. For both of us."

Everyone stands where they are, shifting uncomfortably as they listen to her words, unsure how to respond to the pain in her voice, so different from the anger before.

"Instead, I'm stuck here, in this body, watching this world fall apart, worse than mine ever did. I've fought for so long, sometimes it seems like the only thing I know anymore." More tears flow from Kate's eyes, falling in drops from her chin.

For a moment it seems like she will break down completely, but somehow she summons the strength to resume her tale. "It hurts so much, remembering it all, wondering why none of you are doing anything about it. I just wanted to forget. Everything. And I thought if I had Peter back, maybe I could at least pretend to be happy. For a little while." Again she searches everyone's faces, her eyes sounding her appeal more loudly than her words.

"Was that really so much to want?" She turns her eyes back to Peter, her eyes begging him to understand. "I... I saved your life."

Peter says nothing. Slowly, he shifts back to flesh and blood, the steel body vanishing from him as if washed away by rain. "And now..." Peter says slowly, averting his eyes, "...it's you who is killing me."

Kate's eyes go wide, shocked and stung by the words. "No..." she whispers. She stumbles forward, all strength gone from her legs, her torso held up only by her arms while she hangs her head, unable to look at them any longer. "I didn't mean- Please, don't-" As the weeping begins, all she has time left to choke out is, "I'm so sorry."

For a long while the silence on the street is broken only by the soft sounds of Kate's sobs. Everyone remains still, uncertain what should be said or done next, or even who should be the one to do it. Even the ones who don't look moved by the woman's tears seem a bit uncomfortable.

Then, a pair of gentle hands take Kate by the shoulders in a single comforting gesture. Kate starts at the soft contact, and lifts her tear-streaked face up. Her eyes widen when she sees who it is, but she does not shrink away.

Drawing her closer, Kitty envelopes Kate in a nurturing embrace, and the time-displaced woman flings herself into it, collapsing against her shoulder as decades and centuries of grief, misery and loss, kept bottled up since her return to a human body, pours out in waves of anguished tears. Kitty calmly holds her close, stroking her hair and murmuring soothing words into her ear while she looks toward the sky, her own eyes welling up with moisture.

They remain like that for a while, until Kate sags a little and slowly pushes herself away. Looking at Kitty, she quietly says, "Will you still help me?"

Kitty gives her lower lip a little chew and nods. "Yes, of course."

Kate utters a choked laugh, squeezing a few remaining tears out. "I think I'm going to need it," she says. Dropping her head in surrender, she quietly finishes by saying, "Please. I'll do whatever you say."

Nodding again, Kitty looks back toward the others. "Peter," she says in a steady voice, "gather the children. We're going back to the mansion. We have an old friend who needs our help."

Then, turning her eyes toward her students, she adds, "And I have a job to get back."

The delight on their faces is immediate and universal.

The Xavier Institute

Kitty storms into the gardens, where Peter has an easel set up and is brushing the first few layers of background paint on his canvas. He is seated on a wooden chair to improve his angle as well as provide comfort while he works. He glances up as he sees Kitty and quickly puts his brush away when he sees the furious expression on her face.

"Katya?" Peter says in a concerned voice. "Did Emma refuse to-?"

"She didn't even argue!" Kitty fumes. "She just gave me my job back as soon as I walked into her office!"

Peter blinks at her a couple of times. "Is this another one of those things between you and Emma that I'm not supposed to understand?"

Stalking her way close, Kitty throws her arms in the air, saying, "She's acting like this was her plan the whole time. To let me 'pursue my fixation,' as she put it, and now that we've got her, she wants me to believe all is forgiven. You saw what she was like when she fired me!"

"Perhaps Scott said something to her," Peter suggests diplomatically.

Kitty paces in front of him like a caged lioness. "No. She's up to something. She tells me I'm here at here request, then she fires me, and now she's letting me back in like nothing ever happened. She's trying to keep me off balance so I won't figure out what it is, but I wi-"

Peter impulsively rises from his seat during Kitty's latest pass and catches her by surprise with a deep kiss. Kitty's eyes widen, startled by the sudden move, but moments later they the lids droop, the angry arch to her brow fades and she wraps her arms around his neck.

Peter draws back a little and in an affectionate voice says, "I'm happy you're back."

"Really?" Kitty says, moving in so her lips can brush lightly across his. "I think I might need some more convincing." Pressing into another kiss, she utters a throaty "Mmmmm."

Peter draws back reluctantly, "She's wrong, you know," he says in a more serious voice. "Kate. Those things she said were-"

Kitty shakes her head and lights her fingers his lips with her fingers to silence him. "I know, Peter. Let's not worry about that right now, okay? Let the others deal with Kate..."

"...she shouldn't come between us anymore."

The lower levels of the mansion are quiet, save for a single figure in the shadows, draped in a dark cloak, standing still, as if waiting for something. The sound of soft footsteps moving briskly toward the figure cause it to stir slightly, and the hood of the cloak shifts as the mysterious person looks up to see Emma Frost approaching.

She moves until she is standing right next to the figure. "I don't like this," she says, eyes forward, not even bothering to look the other person's way.

The voice that comes from the figure is female. Pointed. Strong with authority. "And why is that, Dear?" she says in mock sympathy.

"You know perfectly well why I find this distasteful."

"Naturally, just as you know how little that matters." The figure turns toward her and raises one white gloved hand, pointing toward a lonely door near the end of the hall. "Consider this a lesson, then. Something to give you pause the next time your need for control tempts you to make rash decisions."

Emma sniffs disdainfully. "I knew what I was doing," she says.

"As did I," the figure says. "And I trust you appreciate that it worked out better than you'd hoped." The cloaked woman continues to talk while Emma moves stiffly towards the door. "It's good to know, isn't it, that if our plans with her don't work out..."

Emma opens the door and steps inside a holding cell with cold steel walls and a single reinforced window in the door.

"...we now have a spare."

"Mrs. Pryde-Rasputin," Emma says in greeting as she approaches the card table in the center of the room. Seated in a metal folding chair on the far side is Kate, wearing an inhibitor collar around her neck. "Do you mind if I simply call you Kate? Hyphenated names are so tiresome."

Kate says nothing. She appears listless. Frail. Broken. Heavy bags under her eyes suggest that she has not been sleeping. Emma seems to take no notice of this as she takes her seat on the folding chair's twin.

"Let's begin then, shall we?" Emma says, leaning back in the chair. "I want you to think back, and tell me all about your children."

Next: A short break while I wait to see what Joss has in store for Kitty in Astonishing X-Men. Her fate will heavily influence what direction I can go with the next arc in this series.


This story takes place before X-Factor #13

Kate Pryde's involvement in the Phoenix inhabiting Rachel Summers was revealed in Excalibur #52

Peter's middle name from his Days of Future Past alternate was revealed in Uncanny X-Men #141. Many thanks to Amokitty for reminding me of this!

It was also in that issue Kate was revealed to be known as Mutant 187 by the Sentinels who confronted her.

Peter's body was stolen and replaced under mysterious circumstances following his suicide. The Ord used their technology to restore him to life while they developed a 'cure' for Mutants.

Kitty was reunited with Rachel at the end of the "Prisoner of Fire" arc in X-Treme X-Men.

Kitty came into possession of one of the volumes of Destiny's diaries and studied it extensively before she left the team following Peter's suicide.

Many thanks to Xakko, Kirayoshi, Sue Penkivech and Oldprydefan for their input on some of the ways Kate uses her phasing power in this issue.


giggles Kitty's litter!

Okay, so, I was wrong. Which is awesome, really, because it just shows what a great plot you're weaving; you can't predict it, but when it happens it makes total sense.

Great chapter with psycho!dancer girl, and as always, I Love the kids. And their team names. giggles more

Now, if you'll just let Katya Pryde-Rasputin run off with Piotr?...nah. Didn't think so, but I had to try:D

Sue Penkivech

Thanks, Sue!

I'm glad you're enjoying the plot so much! It's been a lot of fun letting it grow for this long, and I hope you've enjoyed the payoff. Now that Kate's taken care of, I can turn my attention to some of the other plot seeds I've sprinkled throughout these issues.

The kids are fun, and we will definitely be seeing more of them. Perhaps even in their own limited series!

As for Kate, she won't be snagging Peter, I'm afraid, but we definitely haven't heard the last from her!

O... Getting better. I can't wait to read the next part. I've never really read into the Excalibur stuff. But if this is any thing like it, I just might have to check it out. :)


Thanks Psylocke! I hope you've enjoyed the whole series by now, and you should definitely check the old Excalibur out! It was one of the best X-Books marvel was putting out at the time, in my opinion!

I'm loving this. It exhilirates me. Just one question: When did Kurt ever die? (I know, I know, it's a Kitty-centric story and still I zero in on the Nightcrawler sightings. Sorry!)

Please update soon! This is really interesting. I'll be waiting... watching...

Syrinx Flute

Thank you very much!

Kurt's most notable "death" was when he was killed by his Foster Mother, Margali, in revenge for killing her son. The whole story is told in Uncanny X-Men Annual #4.

Whoa... it's KATE?!?!?! But she's a good guy...

Protector of Canon2

Hi, Protector!

Indeed. Even good guys fall to darkness sometimes, though. Luckily for Kate, there's always the possibility of redemption.

Now THAT'S a cliffhanger! Kate Pryde-Rasputin, in a younger body, trying to seduce Peter away from her younger self? Paging Dr. Freud, paging Dr. Freud! Points for Peter figuring out that 'Kitty' wasn't who she appeared to be. Very perceptive that boy.

Nice nods to continuity with Layla over in X-Factor, plus the new Banshee(and the villains from your first chapter). Now, don't be so long getting the next chapter out!

Hmm...any plans for our girl once WWH hits the fan?


Thank you, Kirayoshi!

I'll have to see how the rest of the limited series pans out, but if I can work World War Hulk into the series, I definitely will! There's at least one alien on the Hulk's team, after all, that I don't think she'll be too fond to see…