A/N: Set after Cyclops spots Madylene Pryor, my take on what happened next.

'We need to see Dazzler'

Emma Frost turned away from Cyclops and was heading for the rest of the X-Men.

'Wait, Emma'

'What!?' Emma spun round, she didn't want to hear anything since she found out

Madylene Pryor is back, with a hellfire cult.

Cyclops walked towards Emma,

'She came here, as you, she was in the Red Queen costume, she seduced me and--'

'Don't even mention it Scott' Emma gritted her teeth and stormed out.

Emma stormed into the lounge, Armor noticed her mood,

'What's wrong'

'Nothing' Emma muttered,

'You look upset'

'Beast, Angel and Nightcrawler, could you come with me?'

Emma walked out the room and the three men followed her,

'Yes?' Beast asked,

'Madylene Pryor is back'

'What!'

'Or so Scott thinks, we need to go see Dazzler, she'll know'

'Why would she know?'

'Scott claimed to see her at Dazzler's gig, Dazzler would know who would be coming to the private gig'

'Ok'

Scott wondered into the room.

'Scott, you can stay with the rest of the team'

'Emma just let me explain' Cyclops pleaded,

'Just go' Emma pointed to the lounge.

Cyclops stuttered off.

'He cheated on you didn't he?' Angel asked,

'Let's go' Nightcrawler then teleported them.

Cyclops faced the rest of the x-men,

'Anole and Girls…'

'Something bad has rosin…The Red Queen or once known as Madylene Pryor'

'I know her, I did some research wasn't she like as powerful as Jean Grey?'

'Yes…and we need all the help we can get'

'So where has Emma and the boys gone?' Anole asked,

'Gone to ask Dazzler if she saw Madylene at her gig, because that is where I saw her'

'Scott!' Mercury busted into the room,

'Karma needs help'

Scott and the team (that was left) flew to Karma, on the jet.

'Karma, what's going on?' Surge wondered,

Karma was on the floor, she sat up,

'Help'

Karma's eyes then glew red, she jumped and up and strangled Cyclops,

'Freeze or he dies'

Karma slowly lifted off his optic blaster controller,

His blasts shot out, the X-Men ducked,

Mercury jumped up, she punched Karma and she flew to the floor, Armor leaped up and grabbed Cyclops's controller, he swiped it back on him,

'Thanks' Cyclops puffed,

'Guys, Madylene is controlling her' Pixie told them,

Dust started to screech,

'She's reaching Dust!' Surge shouted,

Scott grabbed Dust,

'Dust, turn to sand'

Dust nodded, she was in pain, she suddenly shifted into a sand whirlwind, a red gleam exploded from the whirlwind, heading for it's next victim, Mercury shoved Armor out the way,

'Get out the way Mercury!' Surge shouted,

Pixie and Anole ran to her,

'No! It has to choose someone, I will be fine'

Dust stopped being a whirlwind and Karma woke up,

Karma blasted Pixie,

'AGH!' Pixie shouted, she was shot into Cyclops, Armor and Dust.

Mercury and Anole were on the floor helpless, being shrouded by the red light,

Karma ran over to Cyclops, Armor and Dust,

'Quick before she--'

Karma dropped to the floor, she landed in Cyclops's arms, dead.

'Karma…' Cyclops held her helpless, dead body, he picked her up, Armor picked up Pixie with her Armor on.

Dust pointed to a blank space in the room, all that was their was a strand of Mercury's hair,

'They're gone' Armor muttered.

'Alison? Alison?' Emma called,

Dazzler stepped from behind the curtains, she smiled at the sight of her old team mates,

'Yeah?'

'Have you seen Madylene Pryor lately, at you're gig?'

'You think if I saw Madylene, I wouldn't of told you by now?'

'It's just Scott said he saw her here'

'Are you sure it's not just another red-head, oh that reminds me!'

Dazzler walked over to her desk and picked up a photo,

It was pretty red head, smiling and a signed autograph no one could quite make out,

'Scarlett agreed to come to my gig!' Dazzler grinned,

'Wow' Angel smiled,

Nightcrawler stepped forward,

'Thanks for the information, I think we should go back now'

'We haven't heard from Scott either' Beast said,

'Wait, don't you think Dazzler deserves a place in the X-Men?'

Emma sighed,

'Dazzler, do you want a place in the x-men?'

'Well…'

'I'll consider it, Kurt, let's go'

The X-Men then teleported out the room.

Emma, Nightcrawler, Angel and Beast were in the main room,

Cyclops, Armor and Dust were their, holding Pixie and Karma.

'It's definitely Madylene' Armor said.

Emma ran over to Karma,

'She's…dead'

'She did it' Cyclops told Emma,

Emma shot up,

'No she didn't, we just asked Alison and she said no she wasn't their'

'Why are you putting negative statements against everything I say'

'You cheated on me!' Emma shouted,

'I thought it was you!'

'I am a telepathic you know!'

'No! It's Madylene toying with you!'

'Stop making up lies about her, she's not real!'

Pixie slowly awoke,

'Emma…Mercury and Anole are missing'

'We think Madylene took her' Armor said,

'Stop thinking Madylene is back!'

'Emma, I think she is' Angel and Nightcrawler agreed,

'And you Beast?'

'Emma, Karma's dead, Mercury and Anole are missing, you have to understand'

'Fine. Scott--we're over!' Emma ran out the room, leaving everyone shocked.

Emma left the room, sulking, she suddenly bumped into a man, standing in the hallway of the x-men base,

'Donald?' Emma looked up, tears from her eyes,

'Emma' He opened his arms, Emma gave him a hug,

'I'm always here'

Cyclops was at the end of the hallway, he was watching Emma and Donald Pierce,

'I always loved you' Donald kissed Emma, Emma wasn't resisting it.

'Emma, please, not now, not while all this is happening'

Emma turned around,

'You turned the X-Men against me Scott, you cheated on me'

'Get back, Scott' Donald smirked,

'Emma, you're not you're self, Donald is dead! He is evil! This is Madylene acting up!'

'Shut up about Madylene!' Donald touched her head, anger projected from Emma and blasted Scott back,

'Emma, whatever you do, don't go with him!'

'I didn't mean to hurt you, but I'm leaving you'

Emma turned back,

Pixie then appeared in front of Emma and Donald had gone,

'NO! Donald Wait!'

'Emma, snap out of it'

Pixie sprinkled some dust over Emma,

'Pixie, Alison told me, It wasn't Madylene'

'If it wasn't Madylene, then who had an affair with Scott'

'The Red Queen'

'And who is the Red Queen'

Emma turned away,

'Emma, if there is something you're not telling me then---'

'She wanted my place as the White Queen in the Hellfire Club, Sebastian refused,

so she tried to become the Black Queen, but that was taken by Jean Grey, the only place she wanted now was the Red Queen, and she got it, but then Madylene Pryor came along and stole the Red Queen's place, she then thought logically, using her powers of shape shift and telepathy, soon Madylene Pryor was out of the Hellfire Club, she was slowly eliminating everyone until I put a stop and I thought, that I had killed her'

'So why does she look like Madylene?'

'She lost her shape shifting powers in the form of Madylene, now let me go from this Pixie dust'

Emma flung out the dust,

'Emma, I'm not asking you as a boyfriend, I'm asking you as a fellow team mate.

We have to find Mercury and Anole, so will you come with me?'

Emma, Cyclops and Pixie walked back into the main room,

'Beast and Angel, sort out the funeral and the burying of Karma, the rest of you, when we get to the Hellfire Cult's base, we are going to split into two teams. Me, Nightcrawler and Surge will find this Red Queen. Cyclops, Dust, Pixie and Armor you find Mercury and Anole, kill any of the hellfire cult in your way and hopefully you know how to get rid of illusions.' Emma explained.

Pixie and Nightcrawler teleported their teams to the side of the building they wanted to be.

'I'm sorry about Scott' Nightcrawler muttered,

'He'll move on'

'Guys, quick!'

Behind thick red curtains, were a couple of outfits, use to be worn by the Hellfire Club,

Plus a big giant round window that overlooked the hellfire cult.

Red glows shattered around it,

'Don't touch it!' Emma whispered,

'Why?' Surge asked,

'The Red Queen will enter you're mind if you do, just don't touch it!'

Surge touched it,

'NO!'

'It's ok, these things protect me' Surge said, pointing to her electric arms,

She swiped her hand through the hole and then her other hand,

She grabbed on to something and lunged her body forward,

'Surge! No!'

'Kurt, we're going in' Nightcrawler teleported him and Emma down to the base,

Two men grabbed Emma,

'You're…you're the one'

'You're bringing down my Dior smell'

Emma whacked the two men and they fell to the floor.

Emma soon lost Nightcrawler in the crowd of weirdo's.

'Come on telekinesis'

Emma was slamming everyone in diamond form, no one could match her,

'Telekinesis' Emma chanted,

Suddenly

WHAM!

Emma flung her arm's out, a purple aura flew out her hands and mind, sending everyone flying,

Then---FREEZE

Everyone was in mid-air glowing red, frozen, even Surge and Nightcrawler.

'You broke up with Scott, because he was telling the truth?'

Madylene Pryor's voice came from around the room,

'He had sex with you!'

'I'm alive Emma'

'But…Dazzler…'

'…Is holding Mercury and Anole captive'

An astral projection of Dazzler appeared,

'Emma…I'm sorry'

'How could you Alison?'

'I needed my powers back, Madylene gave me them, plus more powers than you could ever imagine'

'SWEAR TO GOD ALISON I WILL KILL YOU!'

Dazzler then disappeared,

'Did you get my present of Donald Pierce, just something so Scott will be mine'

'YOU BITCH!'

Emma looked up at a Computer room, she could make out the figure of Madylene,

'No, it's the Red Queen'

'It's over Mady'

ZAPP

The Red Queen lunged out the computer room and onto the floor, everyone unfroze and slammed into the wall. Cyclops was their with Pixie, Dust and Armor.

'I'm sorry Scott'

Nightcrawler grabbed Emma and Surge and teleported them up their,

'So are we ok?'

'Yeah, we're still friends'

Emma smiled and walked away, Cyclops sighed,

Armor put her hand on his shoulder,

'One day'

'Team, Alison Blair has Mercury and Anole and as for Madylene…'

'….Let's go to Dazzler first'

Nightcrawler and Pixie teleported the team onto the jet, they took off, heading for Dazzler.

The Red Queen (Madylene) got herself up,

'Alison, they're coming for you, do what you have to do'

Dazzler's astral projection appeared,

'Yes Mistress, what about the hellfire cult?'

'They were useless, I've got another trick up my sleeve'

'I trust you'

'I trust you with the two X-Men'

'Thank You'

'Oh and…have you dealt with Karma's body?'

'No, why?'

'If Beast and Angel get that to Dr Strange, the magic link between them will summon her once again'

'I'm sorry, I shall do that ASAP'

'Don't bother'

Dazzler disappeared,

The Red Queen smiled,

'Time to see some new faces and old faces'

She teleported out the room.

The ship landed, it switched invisible and the team got out,

'Who's going in first'

'She was my love' Nightcrawler stepped forward and teleported into the theatre.

Dazzler was behind the curtains,

Nightcrawler stormed in behind the curtains,

'Alison' He smiled,

'Kurt' She smiled back,

'I veard you're having anozer gig, I was wondering if I could come, you know for free?'

'Oh, yeah sure'

Nightcrawler turned away when Dazzler grabbed him,

'Wait, Kurt…I still love you'

Dazzler and Nightcrawler were about to kiss when everything went ultra slow,

Nightcrawler's astral jumped out his body and saw Emma's astral,

'Don't kiss her, it's a trap' Emma spoke,

'I know what I'm doing'

'Kurt, when do we come in?'

'You'll know, trust me Ms Frost'

'Emma darling, always Emma'

Emma Frost disappeared and everything went back to normal,

Nightcrawler leaned in to kiss, so did Dazzler,

'Wait' Nightcrawler backed off,

'I vought you might want to know, vince M-Day I've learnt new things wiz my powers'

'Like what'

'Like teleporting people's souls out of their body's'

'Oh really? How?' Dazzler smiled,

'Like this' Nightcrawler touched Dazzler's chest. Her body fell to the floor, dead, but her soul/spirit rose up,

'HEY!'

Nightcrawler threw a bottle and it trapped Dazzler's soul.

A pile of pink dust shattered across the room and

BAMF

Appeared the X-Men.

'Beast and Angel are on their way to Dr Strange' Emma told Cyclops,

'Well done for the plan Kurt' Pixie blushed,

'Is it true you still like her?'

'Well no, it's the same way like I don't love your Daughter anymore'

'Because I think somebody likes you' Cyclops smiled,

'Shut up!' Pixie shoved Cyclops,

'Grab the bottle, then we can find Mercury and Anole' Emma smiled from Cyclops's joke.

Suddenly

BOOOM!

The floor exploded, Dazzler's dead body flung into the changing rooms, which were on the top floor.

No one could use their powers, it was all sudden.

The bottle holding Dazzler's spirit soon smashed and her spirit flew up into her body.

The rubble was piled and layers were covering the x-men,

It was only a matter of time before the whole place explodes.

A small grain of sand flew into the air, it swirled into a long tube of sand, flying to the changing rooms, following Dazzler's spirit,

It was Dust--

The girl who controls and can become Sand and if speaks one word, her people die.

Dazzler's spirit gently landed into her body, she arose.

'That was close, Mer--'

WHAM! Dazzler soon had a big sand fist flung her across the corridor.

'Dust' Dazzler wiped the blood from her mouth.

'I can shatter your particles' Dazzler stretched her hand out and light beams appeared around her hand, grains of sand flew everywhere. Dazzler swung her arm down,

'Dead'

Soon the grains of sand turned red, eventually they busted into glass spikes, when stuck up and stabbed Dazzler, Dazzler slowly lifted herself up,

Light gleams appeared around her body, she was now hovering, she couldn't hold it for long, she then slammed to the floor, lying on her back, the stab in her stomach facing the open air.

The glass was all piled in one place.

Dust then re-appeared, in glass form, she stretched her hands, breathing in the cold air, she stormed into the changing rooms and opened the freezer, WOOF

A blast of cold air turned her back to her normal self.

Dust ran to the window and looked down, a red energy was holding the top floor, but Dust could see the energy slowly fading, she had to find her team mates, she swirled into sand and three sand figures appeared, the all shifted into Dust, they shared thoughts.

It was something the Stepford Cuckoo's gave her.

The jumped down into the rubble, before they could hit the broken pieces of the theatre, they shifted into sand, within a couple of minutes, all three dusts came flying out, two of them faded and one crashed back on the top floor,

Dust had seen more of the red energy.

Dust leaned against the wall thinking what she could do, suddenly,

WHAM!

Mercury crashed through the wall and leaped on Dust, Mercury was on top of Dust.

Mercury rose her fist,

'How could you?' Mercury gritted through her teeth,

Dust shifted into sand, she slid under Mercury and formed back to herself again,

Anole merged from camouflaging against the wall, he smacked Dust round the face with his spikes, as he did, her face shot into sand and crumbled to the floor.

Anole then stepped on the dust whilst Mercury was helping Dazzler.
Anole jumped off the sand and ran to Dazzler,

'It's ok, the new x-men have gone wild, killing all the old X-Men'

Dazzler clinged on to Mercury,

'Heal me'

Anole swiped his hand over her injury, he was trying to project his re-generation power onto Dazzler,

'It's not working!' he panicked.

Dust shifted, she had no time for Mercury and Anole, she had to save her team mates.

Dust ran to the edge again, she could here the slightest call for names.

Dust bent over, she could her Mercury behind her, she heard her running and running when…

POOF

Dust shimmered into sand and Mercury fell down into the rubble. Anole came running out, holding Dazzler,

'You evil bitch!

Sand sat on the floor, it then gently chased after Mercury, it shifted into a fist and slammed her back onto the changing rooms, Mercury whacked into Anole, who dropped Dazzler.

The sand twirled around and flew down small gaps it eventually stopped at the sight of Emma Frost, her cape had come off and her outfit was ripped in some places, chunks of rubble were supporting itself, so Emma was lying underneath it, it made a sort of cave, enough room for her to move her body, 'Dust! I'm so glad you're here! My powers aren't working, I think this red energy is Madylene's, she has more new powers than I expected'

Dust knelt down to Emma, she helped her sit up,

'How about your powers Dust?' Dust shifted her hand into sand,

'Lucky you escaped'

Dust nodded, Emma flicked her hair out of her eyes,

'We need to find the rest'

Dust wanted to speak, but instead she wrote something in sand on the floor, it was explaining about Dazzler, Mercury and Anole, Emma nodded.

Meanwhile….

Beast and Angel appeared within a flash of red energy,

'You let her go!?' Beast exclaimed

'I didn't mean to!' Mercury shouted back

'Dazzler was stabbed' Anole pointed to Dazzler,

'They need to be stopped'

'Doctor Strange took Karma, luckily'

'Don't worry Dazzler, it was me in disguise'

Madylene linked with Dazzler, telepathically.

Meanwhile…back at the base of the Hellfire Cult…

The Red Queen sat at the computer, a big wide screen with millions of keys.

She had sensed Abigail Brand,

'Come out, come out wherever you are'

The Red Queen spun round, she zapped the wall, Abigail Brand appeared and fell to the floor.

'Oh come on'

'Leave them alone'

'Listen Rachel Drew'

'Shut up'

Abigail wiped blood from her nose and picked herself up slowly,

'At first I thought you were Viper, but after reading your life story, "Miss Brand" I know who you really are, I know--'

Abigail zapped Red Queen into the computer,

'I know you're abilities, I always wanted an alien sidekick, why don't we work together?'

'You can shove that offer up your ass'

Abigail slowly walked over to The Red Queen, who was now sitting on the computer desk, Abigail got out her gun, she pressed it against The Red Queen's head,

'I know everything about you, "Miss clone of Jean Grey'

Red Queen launched up and grabbed Abigail's neck,

'You don't know the half of it'

'Oh yeah?' Abigail still shot a smirk on her face,

'Yeah!' Red Queen started squeezing Abigail Harder,

'Put me down' Abigail reached up her arms, she swiped off her gloves and revealed her delicate hands, she grabbed Red Queen's head and started using her powers,

Red Queen dropped Abigail and fell back into the chair which faced the crashed computer.

'By the way, it's half-alien'

'Let me ask again, will you join me?'

Red Queen stretched out her hand, Abigail rolled her eyes,

Red Queen smiled, Abigail reluctantly reached out her hand, now with gloves and touched Red Queen's hand, the coldness of her hand was felt through Abigail's gloves.

Red Queen pulled Abigail forward,

'Well Done' Red Queen whispered gently in Abigail's ear.

Abigail smiled,

'Now you get to see Hank all you like, with my new recruits'

'What do I do first?'

'Royale Diamond Theatre'

Red Queen then whispered the codewords,

'You know the plan'

'Could you make me sand as well?' Emma asked Dust,

Dust nodded,

'Good take us up and lets find some more X-Men'

Emma had been buried the furthest down,

Dust pulled Emma,

'Ahhh'

Emma's arm was fractured,

'I need a sling'

Dust wrote again, it read

'Later, now let me help you'

Emma sighed, she nodded, she didn't want to move but she had to.

Dust linked arms with Emma, they shifted into sand and flew,

Since Emma was buried the deepest, it took them a long time.

Emma suddenly spotted an x badge that had fallen off,

The sand that was flying landed in a tunnel of rubble.

Emma knelt on the floor, she had tied her cape (well what was left of it) round her am as a sling,

She picked up the badge,

'Dust, could you *COUGH* find the person who *COUGH* this badge belongs to?'

Emma smacked her chest, she had coughs from the rubble dust.

Dust supported Emma, it wasn't long till Emma fell to the floor, Dust didn't know if she was unconscious or the dust had made her sleep. Dust had to leave her though.

She flew through the rubble and chunks of pillars, she eventually found another clue,

Armor's belt.

Dust searched for Armor, she eventually found her, ash on uniform.

Dust swifted sand on Armor's body, it made the ash disappear.

Dust speared the sand and it consumed Armor.

She flew back to Emma, in the rubble tunnel.

Emma was leaning against some rubble, awake now.

The sand dropped Dust and Armor out of it,

'It looks like she's in a coma' Emma leaped over to Armor's side,

Armor had a scar on her leg.

'Dust, we have to leave, I can hear rubble collapsing, get us out'

Dust nodded, she ripped off her vale that covered her mouth and wrapped it round Armor's scar.

Within a gust of sand and a few minutes later, the three of them were in the changing rooms area.

'Dust, leave us, go find more X-Men, there is still four more people to find'

Dust nodded, she didn't want to leave Emma, incase of Dazzler.

Dust dropped herself down, she could only go so far until she hit the red energy.

She pressed against the red energy, beneath she could see a body, she couldn't make out who it was but they were definitely female. Dust banged and banged on the red energy, the girl wasn't responding. She had to leave her.

Dust flew on, she spotted Nightcrawler, she slammed into him.

'Dust, help me, my leg is stuck' Nightcrawler was clutching his leg which was being held by rubble,

'Cyclops' Nightcrawler pointed to a hand that stuck out from rubble,

She grabbed Nightcrawler and the hand, they shifted into sand and shot up.

They tumbled back to the changing rooms, in normal form,

Cyclops was un-conscious, his leg was broken.

Nightcrawler was ok, a few injuries on his leg but he could still move.

He leaned on Dust and called for Emma and Armor.

Abigail Brand stepped out, clutching Emma's hair, she chucked Armor onto the floor.

'Hisako!' Nightcrawler shouted,

'Emma!' He shouted again,

Abigail Brand held a gun at the two x-men,

Mercury twirled into the room, she picked up Cyclops and slid back to Abigail,

Anole stepped out, holding a near dead Dazzler.

'DAZZLER!' Nightcrawler shouted, Dust held him back,

Abigail Brand walked over to Anole and Dazzler, she got out an syringe and injected a liquid into Dazzler,

Dazzler tumbled out of Anole's arms,

'Leave her, it's just a few side affects' Abigail told Anole,

Angel and Beast teleported behind Nightcrawler and Dust.

They quickly smacked on two ropes, that glowed red, around them.

Their arms were squeezed against their chests.

'You can't use you're powers with these special ropes'

'What are you doing?'

Beast and Angel walked over to Abigail, Anole, Mercury, Emma Frost who was being held hostage, Armor who was on the floor in a coma, Cyclops who was also on the floor but was un-conscious and Dazzler, who was healing.

'This will soon be the new X-Men'

'What?'

'You killed all the old X-Men, how could you?' Abigail asked,

'No! Listen to me…it's Ma--'

Nightcrawler and Dust fell to the floor,

'What did you do!?' Emma shouted,

'We simply put them to sleep, with my energy waves'

Abigail Brand was holding a flat disc,

Abigail let go of Emma and Emma flopped to the floor, her back leant against the wall, her cape still supporting her arm as a sling.

'Abigail, do we find the other two X-Men?'

'No…leave them'

'Megan! Nori!' Emma tried to shout.

'Shall we leave her here?' Angel asked,

'No, let's bring her, she is the most powerful, put her in the cell'

'Save me….save us….' Emma chanted,

'Save it for later' Angel told Emma,

Suddenly there was a big crash,

Emma smirked, she looked at Agent Brand who was on the floor astonished,

WHAM! Mercury was sent flying,

WHAM! Anole was sent flying,

Mindee and Phoebe two of the Three-In-One stood their,

Angel and Beast looked around, they looked up, their mouths dropped,

Celeste dropped down, slamming Angel and Beast to the floor.

Celeste un-shifted from her Diamond form, as so did Mindee and Phoebe.

'Well Done'

'No Problem'

'But what about Abigail?'

'Abigail was a spy, she wasn't actually brainwashed'

'You could of told me Brand!'

'Oh, well sorry dear' Agent Brand said sarcastically, tazing Dust and Nightcrawler to wake up.

Dust and Nightcrawler awoke,

'You--!'

'Wait Kurt! It was discovered by the girls that Brand wasn't actually mind-controlled and was using her spying skills'

Abigail helped Dust and Nightcrawler up,

'Who's coming with me to find the girls?' Phoebe asked,

Dust spelt something,

'I saw someone, beneath the red energy that blocks you're powers'

'Soorya, nothing can block us' Mindee told Dust,

'Mindee, Celeste, you coming?'

'I'm going to stay with Emma' Celeste told Mindee and Phoebe,

'Let's go Mindee' Phoebe said,

Dust ran after them,

'You coming?'

Dust nodded,

The three of them jumped down into the rubble,

The pile of dust stopped when it hit the red energy force field.

The three of them turned normal,

'Stay here, I'm going'

Mindee told them,

Mindee shifted into diamond form,

Phoebe grabbed Mindee before she went,

'Good luck'

The Stepford Cuckoo's emotions were starting to come back.

Mindee jumped down, through the bubble.

Mindee looked up, she could no longer see Dust or Phoebe.

Mindee flipped the girl over,

'Surge'

'Mindee…over here'

Mindee crawled towards the voice, she saw pixie, her voice was faded,

Pixie's wings were shattered, her hair was covered in dust.

'What happened'

'Just help me'

Mindee sat , her body weight on top of her legs,

Mindee held Pixie in her arms, she dragged her over to Surge,

Suddenly the whole place shook.

'Mindee get out!'

Mindee heard Phoebe's voice,

'Leave me, take Nori and go' Pixie spoke with her shattered voice.

'No! Phoebe and Dust leave, I will get out!'

'The place is going to collapse, get out!'

Suddenly the place corrupted again, Mindee grabbed Pixie and Surge,

The force of the blast sent, them all flying out of the Theatre.

Dust, Mindee, Phoebe, Pixie and Surge landed inside the open Jet.

Suddenly, the team were in the jet, teleported by Nightcrawler.

Cyclops ran over to Pixie now awoken, he held her in his arms, kneeling,

'We have to take off quick!' Emma ran over to the system panel, she pressed autopilot,

The jet blasted into space, they needed to be free.

Cyclops looked down at Pixie,

'Megan…' A tear was swelling in his eyes, you could see it through his shades.

'Three-In-One, take Surge, Armor, Pixie and Cycl--'

'No Emma, it's ok'

'Scott, ten minutes ago you were un-conscious you can't just be left'

'Emma why are you so concerned anyway'

'Because I never let an X-Men go on hurt'

'Emma, friends let them do what they want'

'You're right, sorry' Emma walked out, she went into the lounge and locked the door.

Emma swiped the TV

She read out a codename and a video of the X-Men started playing,

Emma's best memories, Emma sat watching it until the screen fuzzed and switched to something else, someone had recorded over it, it was Kitty Pride talking to Rachel.

'Sure Emma can be a bitch sometimes, but she is a role model, the best leader any hero could ever have, the best step-mother anyone could ever have, she would never give up on any X-Men even In the situation of scarifying herself in the matter of life and death'

Kitty's face was so beautiful, she smiled and looked at the camera, almost like she knew Emma was watching, the screen then fuzzed away.

Emma switched off the screen, she then fell to the floor, in tears.

Suddenly the door was unlocked in came Cyclops,

'Emma?' Cyclops knelt down and held Emma,

'I killed Kitty, I k--' Emma was covered in tears, mascara running down her face,

'Emma you didn't it was the monster'

'SHUT UP! SHUT UP! IT WAS ME AND NOW ITS MY FAULT MEGAN'S DYING!'

Emma hit Cyclops, Cyclops held her back, she then fell into his arms crying.

'Wow, you did pretty rubbish' Madylene sat in her chair,

She was furious at her team,

'You didn't bother to check Abigail Brand was actually one of them, those killers!'

Beast shouted,

'The Three-In-One beat you and you all fell for the trick of Abigail!'

'Sorry' Mercury muttered,

'AND NOW! DAZZLER IS DECEASED!'

Madylene was furious,

They all put their heads down in shame.

'Listen, these people are killers, we need to stop them, try and find living old X-Men members and show them the red energy, it will show them who the X-Men really are'

Madylene smirked,

'And by the way, which one died Surge or Pixie?'

'That's not confirmed yet'

'Well find out'

She teleported the team out of her sight. Madylene got out of her chair and walked over to a long tube, she wiped the mist away and peeped in,

'Karma, how can I use a dead mind-possessing young warrior girl?'

'So you're back' Celeste appeared in front of Madylene,

'Let's not be enemy's besides we have one thing in common'

'And what is that?'

'We both had the Phoenix in us once'

Madylene smirked, once again.

Agent Brand stood in the operating rooms,

Nightcrawler walked in, he had a cast on his leg, with crutches.

'How's everyone going?'

'Kurt…I don't know if Megan's gonna make it, we need hank'

Abigail swiped off her green sunglasses, wiped away some tears and then put them back on,

'Soorya has been sitting there for ages, praying'

'She was her closest friend'

'I have some news to share with the rest of team, call Storm and her team, call Excalibur, call anyone please'

Emma and Cyclops came in,

Emma fixed herself a cast around her arm, Cyclops's didn't bother.

'Kurt's calling any mutant or ally we know, I need to tell some news'

'Why, what's wrong?'

'Scott' Emma turned to Cyclops, she had read Abigail's mind,

'Surge will wake up in a couple of days but as for Armor…'

Emma paused, it poisoned her to say it,

'Armor, she isn't waking up until….until….eight months'

'What?'

'And after that, she wont be part of the 198 any more'

'What, what do you mean her powers have--?'

Emma frowned and nodded, she grabbed Cyclops and they squeezed each other, tightly.

'What about Nori and Megan?'

Abigail stepped forward,

'We don't know'

'Umm…guys, I think you should see this!'

Abigail, Cyclops and Emma ran over to Nightcrawler, Dust followed.

Nightcrawler was at the computer, it showed the earth, red pin points all over it,

He then typed something and it showed split screens of superhero teams,

'Look at this' Nightcrawler pointed to the screen, showing:

New Avengers, Mighty Avengers, New Marauders, The Order & X-Force.

'Teams that Madylene and the rest of them have got to'

'X-Men you shall perish in the name of---'

'Oh don't tell me Madylene Pryor' Emma sighed,

The screen fuzzed and appeared Red Queen, her brainwashed x-men were holding Three-In-One hostage,

'Sorry about the upset, my team are on their way to Africa'

'Sorry Mady, I have already notified them, infact they might be--'

'Here' Storm and her team walked in, smirking at Madylene,

Storm's team were:

Storm, Pyslocke, Cannonball, Husk and Marvel Girl

'And the liberteens (sadly)'

The Liberteens consisted of:

The Revolutionary, Ms. America, Blue Eagle, Iceberg, 2-D,Whiz Kid & Hope

'And the Young X-men'

The Young X-men consisted of:

Blindfold, Ink, Greymalkin, Rockslide, Wolf Cub, trainers are

Mirage & Siryn.

'Great, you have a couple of teenagers and one has a new born baby'

The Liberteens & Young X-Men had teleported in,

'Leave the girls alone!' Emma shouted,

'Oh wait, I also have another guest'

A crying of a baby was heard, Mastermind bought in a tiny baby in,

'MY BABY!' Siryn screamed,

'you have to come here to get back your precious child'

'I WILL GET YOU MADYLENE PRYOR!'

'Ok X-Men times up, you haven't guessed it, sisterhood step forward'

On the screen, a group of evil women stepped forward and The

New Avengers, Mighty Avengers, Rogue's team, The Order & X-Force.

'I think it's time'

'I can't get past her telepathy, I think it matches mine not even that, beats mine!'

'LET ME HAVE MY BABY!' Siryn shouted,

'It's time'

'Time' The people around Madylene agreed,

'Come To Me'

'Come'

The X-Men, Storm's X-Factor, Young X-Men (and trainers) & The Liberteens were teleported to the Hellfire Cult base, the four teams were soon surrounded by The Sisterhood, New Avengers, Mighty Avengers, New Marauders, The Order & X-Force.

Madylene stepped forward,

Mercury, Anole & Beast held Three-In-One back,

Angel was holding Siryn's baby,

Siryn jumped up and flipped over to Angel,

'Un-hand her'

'What's her name' Angel smiled,

'None of your business!'

Siryn smacked Angel in the face, he dropped back, Siryn grabbed her baby,

Angel got up,

Madylene smiled,

'I thought you might want to see this Siryn'

Madylene zapped Siryn's baby,

The little baby girl was growing and growing until it was about Rachel's age,

The girl was on the floor, she had a brown pony-tail and fringe, she was wearing a black slim top, with a big black chunky waist belt, she also wore special skin-tight trousers and long black boots, with razor sharp heels, her lips were cherry colour, they stood out more than anything.

Siryn bent down she tapped the girl,

'Daughter?'

The girl spun round and jumped up,

'It's Megan and What's going on?'

'Megan!' Siryn hugged Megan,

'I don't know you!

Megan swiped out a gun,

'Mutant!'

'Megan, it's me you're mother'

'What is this' Megan looked round,

'YOU MUTANTS CAPTURE ME?' Megan pointed a gun, she spun round then back to Siryn.

'YOU'RE NOT MY MOTHER!' Megan kicked Siryn in the face,

Angel jumped over to her and grabbed her,

'Listen, we must flee'

'Get off me MUTANT!' She pushed Angel away and smacked the gun in his face,

She went to do it again when Angel grabbed the gun and flipped her over,

Megan lay on the floor,

'NO!'

Angel picked her up,

Siryn got up, she looked round,

it was only Her, Angel and Megan in the base now.

'Let me go! I need to find my friends'

Megan leaped out of Angel's arms,

'BACK, BOTH OF YOU!'

'You stupid man!' Siryn punched Angel,

Angel smacked her and then grabbed her,

Megan looked at her gun on the floor, she slid down and grabbed it, she quickly bolted up and

Pointed it to Angel and Siryn,

'Which one do I kill first'

Angel smirked, he jumped up and flew in the air, Megan fired the gun,

Siryn used her powers and it sent the bullet and Megan flying back.

'Since when was her name Megan'

'That's her middle name, you are yet to know her first and last"

Siryn leaped in the air and strangled Angel,

'You can't resist the Siryn's temptations'

Siryn flew in the air, she pressed her lips against Angels and released her powers,

'Angel's body lit up,

'What…did you do?'

'I fused you…I'm so sorry Warren'

Angel screamed,

'You did the right thing, now go….quick before I explode'

Siryn jumped down and grabbed Megan,

'QUICK MEGAN! GO!'

Siryn flew to the exit, holding Megan,

They bounced off the exit, they had been hit by an invisible red energy, that only appeared when someone touched it.

Siryn and Megan lay on the floor, Megan still clutched her gun,

'That bullet nearly hit me you know'

'Megan, just listen, you may hate me but I just killed that man and if we don't get out of here then we will both die' Siryn frantically explained, pointing to Angel.

'Ok, but after this I'm killing you'

'Megan, if I die I just want you to know, I will always love you and you need to find this woman' Siryn got out a picture and shoved it in Megan's pocket,

'I don't' know you, now let's go!'

Megan and Siryn jumped up, future Megan was now Siryn's age, considering how young Siryn was when she was pregnant.

Megan ran to the exit,

'Try you're powers'

Siryn did her scream , she sort of broke the field,

'Listen mutant, you claim you're my mother, then what about my father'

'Oh Megan, we were so surprised, you were the only baby to come out that didn't have a sonic scream'

'What does that mean?

Siryn didn't have time to explain,

'I'm going to use my power, that I haven't used since you were born, cover your ears!'

Siryn blasted out sonic sound waves from her hands, it made the force field shatter but Siryn knew it was only going to hold for a couple of seconds.

'QUICK GO!' Siryn shoved Megan through,

'Wait, what about you?'

'I'm coming!'

Siryn stepped back, she turned to Angel, what she had caused, Angel's head, hands and feet were now just deadly energy, Siryn was controlling him, not letting him die yet, but since she had just used a power she hadn't sued for a long time, she couldn't hold it for much longer and the field wouldn't hold either.

Siryn ran forward to the hole, she reached arms through,

'Grab hold!'

Megan reached Siryn's hands and grabbed hold of her,

'Even though I was young when I had you, I still loved you, Megan….I know why you don't want me as you're mother….'

'What?'

Megan asked,

'I'm sorry…….'

Siryn let go of Megan, she flew back into the room and set of Angel,

Megan crashed through the doors and out into the open,

BOOOM!

Megan flew across the open air, she crashed against the blackbird jet, Madylene had stolen it.

Megan slid down from the jet, she was un-conscious, her back supported against the jet.

Meanwhile…

The Heroes watched in Horror, they just witnessed the death of two X-Men.

The heroes who weren't controlled by Madylene were trapped in a dark room.

Each team were lying against a concrete wall, a strip of Mercury holding them down.

'What's going on?' Abigail Brand asked,

'Madylene' Scott replied,

'Why am I bleeding?' Hope from the liberteens asked,

She was clutching her stomach, there was a patch of blood,

'Last thing I can remember (aside watching the video) is seeing Siryn and her child'

'Wake up heroes, don't you know, look around you' Madylene spoke

You couldn't see her in the dark.

A blast of flames surrounded the room then faded, the room and the people in the room revealed itself to the X-Men.

'Look'

Madylene stepped forward, all the mutants who were de-powered were all inside a big cube, trapped, and then the energy that left them…trapped in another.

'Madylene, you, you have--'

Madylene's mind-controlled minions all stepped forward,

They finished off the sentence for Scott,

'The Phoenix!'