Categories > Cartoons > X-Men: Evolution > Sinister Soldiers


by slickboy444 0 reviews

The Evo world is forever turned upside down when a man named Dr. Nathanial Essex begins a project known as Shadow Cell from which the lives of Scott, Jean, Vincent, Wanda, and X23 are changed forev...

Category: X-Men: Evolution - Rating: PG-13 - Genres: Action/Adventure, Drama, Romance, Sci-fi - Characters: Avalanche, Berzerker, Blob, Boom Boom, Cannonball, Colossus, Cyclops, Gambit, Iceman, Jean, Magma, Magneto, Mr. Sinister, Multiple, Mystique, Nightcrawler, Professor Xavier, Quicksilver, Rogue, Scarlet Witch, Shadowcat, Storm, Sunspot, Toad - Warnings: [?] [V] [X] - Published: 2006-05-02 - Updated: 2006-05-02 - 9766 words

Sinister Soldiers
Chapter 21: Observations


Things hadn't gotten any easier for the X-men at Bayville High since mutants were exposed to the world. School was hard enough for them without the world knowing what they were, but with the addition of constant hazing, taunting, and malicious looks from both teachers and peers alike, it was made all the more difficult for them to make it through the day.

Among the most daunting issues concerning school for the students of the Xavier Institute had to do with their principal, Edward Kelly. He was not a very tolerant man to say the least. Even before the sentinel incident, he was suspicious of the Xavier kids. But now it was even worse as every day brought them more scolds and suspicions glances. In fact, Kelly had been the main driving force behind the move to expel them all from the school because of the danger they proposed. But in the end, the board voted against him and his disgruntled demeanor ever since that decision showed in the way he saw Xavier and mutants in general.

And because of Principal Kelly's seemingly endless strive to make their lives miserable, it was no surprise to them that he was waiting for them as they all arrived at Bayville. Some, namely the New Mutants who had left a few minutes earlier, were lucky enough to avoid him, but those who couldn't were greeted with a rather sour welcoming as they all stuck close as they neared the entrance where Principal Kelly awaited them.

"You're late again," Principal Kelly scolded as Warren, Betsy, Kitty, Kurt, and Jubilee were met at the front door by his unwelcome presence.

"By my watch we still have three minutes before the bell rings," said Warren, trying hard not to sound frustrated by yet another attempt to get them in trouble.

"Yeah, if we're late, it'll be because of you," shot Betsy in response, who was never one who liked to be pushed.

"Don't play smart with me, Ms Braddock..." warned Kelly, "A lot of you have been a little extra flaky as of lately and it's beginning to grow problematic."

"Hey, we've all had, like, valid excuses!" argued Kitty, "Everybody's making it so hard for us here! It's not our fault!"

Kitty's outburst earned her another scold from Principal Kelly as Kurt was forced to hold her back from saying anything that would make it worse.

"Excuses or not, I'm getting tired of seeing the lot of you causing chaos wherever you go," said Principal Kelly in a firm tone, "Now I may have lost the vote that let you all back in here, but you're all skating on very thin ice and I suggest you find time to avoid making excuses because with me...They'll only get you so far. Now get to class...Or else you'll have to work detention into your list of excuses as well."

And with that, Principal Kelly made his way back to his office and left the Xavier students with little time to get to class on time.

"Yeesh! I swear that guy turns into more of a jerk every day!" exclaimed Jubilee as they made their way down the halls.

"I don't know if that's, like, even possible," said Kitty, rolling her eyes as their principal's incessant drive to make their lives at school more hell than they already were.

"Yet he still manages to find vays," said Kurt as he and Kitty headed off in another direction towards their first period class, "Vell, let's not give him an excuse to hate us even more. See you later guys!"

"Later Kurt," said Warren as he and Betsy also went a separate path to their first period class.

Jubilee still followed close by, but her classroom was coming up quick. It was unfortunate for her since she was one of the unlucky few who had a first period class with no other friends from the institute in it, which left her alone to deal with the snide looks and incessant hazing that they all had to endure. The only benefit that had ever come out of mutants being exposed was the expulsion of the Brotherhood, but the rest of the student body seemed more than willing to fill that void that brought many more levels of stress into their lives.

"Oh man...I hope that jerk who sent those death threats to me is out today," said Jubilee as she neared the room with Betsy and Warren still walking by her side.

"Just ignore him, luv...Don't give them any more reason to taunt you," encouraged Betsy.

"I know, I know...But sometimes I just want to..." she began, but Warren quickly cut her off.

"Yeah, I know Jubilee...Believe me, we all do," said Warren, "But try not to let it get to you. Otherwise Kelly will just use it as an excuse to expel every last mutant from the school."

With an exasperated sigh, Jubilee looked at the clock, seeing that she didn't have any more time to stall. Like every other day at Bayville, it would be a struggle, but it was one they all needed to get through if they were to ever make progress between human/mutant relations.

"Don't worry luv, at least you don't have to deal with Duncan," said Betsy, her tone growing distasteful at the immediate mention of her ex.

"Yikes...I can only imagine," shuttered Jubilee.

"Oh no you can't," said Betsy, shaking her head with a slight laugh, knowing the younger girl could never understand how bad it was to have to deal with a real jerk who had a legion of football cronies at his side and a thorough distaste of mutants even though he had unknowingly once dated one.

"Well...See ya," she Jubilee as she waved goodbye and entered her first period class while Warren and Betsy continued down the hall.

They were lucky to have plenty of classes together, which helped with the hazing, but every day at Bayville seemed to bring new obstacles for them to overcome as so much of the student body now feared and hated them much like the rest of the world. So much tension, however, had caused many of the Xavier students to learn to stick together much more cohesively and they came to help each other as they often had to with all the rigors of being mutants in a public school. But as challenging as it may be...It was exactly the kind of undertaking that X-men were made for.

"Do you think it'll ever get better, luv?" asked Betsy as she locked arms with her boyfriend.

"I don't know..." said Warren, full of uncertainty as they made their way down the hall, "I hope it does, but I guess we'll just have to wait and see. High school is hard enough as it is."


Unknown to the Xavier students, and the rest of Bayville for that matter, Phoenix and the Scarlet Witch had watched the whole ordeal from outside at a safe distance. They had each followed the separate convoys that they all had taken to school at discrete distances on motorcycles and made close observations from what they saw, heard, and sensed from their targets.

When they got to Bayville High, they both converged and slipped into the background while keeping a close eye on each student as they entered the school. The New Mutants were the first to arrive and each one of them was scrutinized in every way they could manage. A few used their powers ever so briefly in ploys of innocent fun, but these displays helped the two mutant soldiers fill in some of the blanks of their data gathering.

Then, as the rest of the institute residents arrived, they stayed outside and in the shadows as they kept a close eye on every one of their actions. Two had arrived on a motorcycle and one had got off to enter the school while the other made his way back to the institute. They took note of their interaction, finding some of what they did a bit interesting since the man, who they found was called Remy, kept flirting with the girl with the white streak in her hair, who Remy called Rogue or cherè at times. Their interaction was peculiar because while Remy 'flirted,' Rogue would seemingly brush him off, yet still flirt back in a more subtle undertone.

It was an unusual display that both Phoenix and the Scarlet Witch had never seen before even with all their training in ascertaining interaction, but then again that was always in a military sense and this was most certainly not that kind of a situation. Yet neither of them commented on it as they parted ways and the others arrived in a nice red sports car and they had watched as they made their way up to the school through a maze of suspicious scorns and taunting gazes.

Then there was the incident with Principal Kelly that pretty much spoke volumes about how mutants were viewed throughout the school. Phoenix had sensed the man's utter distaste of them and had even picked up a few projections from the Xavier kids about wanting to just yell at him for all the shit he gave them. But they had shown considerable restraint and that would be just one of the many facts they would note as they walked along the perimeter of the school, blending in with the surroundings.

"I swear, that Principal of theirs and the Colonel must be related somehow," said the Scarlet Witch to her comrade as they kept themselves conspicuous while observing the overall layout and structure of the school.

"Can't say it would surprise me..." muttered Phoenix in response, "And if his thoughts are any indication, then I'd have definitely blown his head off if I were in their shoes."

"But they all show a great deal of restraint," made the Scarlet Witch in response, "Hinting that they're very inclined to stick to guidelines even when their pushed. Whether it's the school itself or what that Professor of theirs tells them, it's still clear that they're a group willing to conform and make sacrifices even at the presence of unfairness."

"Definitely a pacifists mentality," concluded Phoenix, "But there's still plenty more to learn...We just have to wait to see them out in the open again. Until then, see if you can link up to the camera system while I try to filter through their thoughts."

"Did that telepath of theirs get suspicious at all?" she inquired, knowing that the telepath could blow their cover even at the slightest hint.

"The one with the purple hair? Please..." scoffed Phoenix, "She's good, but not even in the same league."

"I'll trust you on that one...But what about the others?" asked the Scarlet Witch as she pulled out her handheld and began seeking a signal for her to tap into whatever she could using the close proximity of the school to her advantage.

"Well Dr. Essex said that going into the school would be a bad idea...So I guess we'll just have to stake the place out for now," answered Phoenix as she and her comrade continued to move along the area not far from the school where there were a few benches for them to rest at.

As they continued to blend in, staying close to the school, but not too suspicious, the two young women that had spent the better part of their lives as soldiers of Shadow Cell took a moment to see a part of the world that they had never experienced before. Shadow Cell was such a huge part of their lives now that many of the memories they had before they joined had faded into incoherence. All the dangerous missions they had gone on and the rigorous training that they had endured every day since joining had engraved them in the mindset of a soldier. It was so hard for them to even ascertain a life other than that of a soldier since many of their past memories were things they'd rather forget anyhow. Yet in simply watching how regular people their age lived and worked in a world that was so much more complicated than they could possibly imagine, the two mutant soldiers couldn't help but watch and wonder.

"So this is school..." said the Scarlet Witch as she continued to work her handheld around some of the weak computer security that the school had implemented, "I have to say...It's different than I had imagined."

"Yeah, I know..." said Phoenix as she kept her mind focused on the mutant targets that now resided within the walls of the school, "I don't remember any of my school experience...Then again, why would I want to in the first place?"

"I never even went to school...My father saw to that," said the Scarlet Witch in a dark tone.

"It sure doesn't sound like we're missing much," said Phoenix as she rummaged through a few incoherent thoughts, "Besides, a lot of the minds I'm sensing don't come here to learn in the first place."

"I thought that was the main purpose of school though," said Scarlet Witch in response.

"It is...But that doesn't mean everybody follows that," said Phoenix as she began looking curiously at some of the thoughts that dominated the mentality of the whole place, "Everybody here seems to be present more out of obligation than desire. They fear for their futures if they don't get whatever education they can and seek to establish themselves here in an image they are only beginning to develop. And it's not just learning...They all use this place as a medium to of their social lives, making acquaintances, and 'hooking up' as so many often describe. Even in our targets, I can already sense a few of them are a bit closer than others. The winged guy and the purple haired girl are both romantically involved, that German boy and that little brunette seemed pretty close, and then there were those two on the motorcycle."

"Yeah, that I still don't get..." said the Scarlet Witch as she thought back to that rather unusual scene, "I mean, are they romantically linked or not? They seem to be drawn together and pushed apart at the same time."

"I don't know, some of these people are strange to say the least," said Phoenix with an exasperated sigh, "Let's just keep with the mission and try to figure it out later."

"Right...And thanks to a little creative hacking of this pathetic security system, we'll know their moves both inside and out."

Knowing that they had their work cut out for them, both Phoenix and the Scarlet Witch fell silent as they completely focused themselves on their job. They had already found a few interesting things in the course of their observations, but there was still so much for them to uncover and they would have plenty of time to do so as the mission progressed. Yet even as they remained adamantly concentrated on doing their duty, a part of them couldn't help but wonder just where all these findings of theirs would lead.


Back at the Xavier Institute, things entered a relatively calm and quiet state with all the students gone. Remy returned from dropping Rogue off and chose to pass the time shooting hoops on the basketball court that the New Mutants would often hog when they were around, Hank used the opportunity to work on making some of his many adjustments on the institute training area which had been aptly named the Danger Room, Ororo used her time to tend to her garden which she had so thoroughly grown over the years, and Logan took the time to work on his beloved motorcycle in the garage.

However, despite this calm state, the institute was being thoroughly watched by X23, who had carefully concealed herself among one of the many trees from a distance as she watched through long range binoculars and listened through a high tech electronic microphone at the sights and sounds of the Xavier institute. It was a pretty quiet scene for her, but her mind remained in a state of intense activity as she observed and took in every conceivable detail about this strange place and the people who dwelled within it.

For a school/mansion, X23 had to admit, this facility had a quite a security system. There were cameras, motion sensors, concealed gun turret, and armor plated lockdown mechanisms on every entryway. It was a defense that many military bases wouldn't mind having, yet it was still not enough to keep her from carrying out her mission.

As good as the security was, it was far from sufficient to slow her down. She had easily smelled the ozone of the infrared sensors and detected the camera that closely watched the area. It was easy for her to snake her way through the blind spots and set herself up in a tree with a good view. There, she simply used what tools she had to find out as much as she could about whoever these people were. But in order to avoid detection, she made sure nothing would alert anybody to her presence. She concealed her scent with a specially formulated spray that Shadow Cell had concocted for her that would keep any nosy animals from alerting anybody, she smeared her face with dirt to make her skin blend in with the background, she implemented her powerful mental shielding to avoid psychic detection, and she memorized every single aspect of her surroundings in order to make sure she stayed alert, aware, and completely concealed.

At first she hadn't seen anything too interesting. She simply made note of how the facility was secured and what kind of systems were implemented to prevent intrusion. She also took in the overall layout of the facility from the back yard pool to the front gates, taking into careful consideration that in the mission protocols they were told that there were suspected underground facilities below the surface of the mansion. However, aesthetics aside, the former living weapon managed to get a pretty good feel of how the Xavier Institute was situated. However, it was the people that dwelled within these walls that garnered more interest.

The first few people she saw didn't draw too much suspicion. She made note of one Remy Lebeau as she played some strange sport she had never seen before with a ball and a basket. His movements were easy, smooth, and confident, hinting to her that he had some agile skill and fighting experience, which was not a surprise since the protocols said he was a suspected former thief.

In addition to Remy, X23 also saw Professor Xavier and Beast sitting upon a second floor balcony playing a game of chess while drinking tea and chatting casually. The sound of their voices gave off the impression that they were both smart, intelligent men and the way they talked hinted that their intellect was quite refined. She didn't even know half the words they were using in their conversation, but nevertheless, it said enough to her that these men were not ignorant or irrational by any stretch of the imagination, yet she remained vigilant as she shifted her sights towards the driveway where X23 was met with a sight she had never expected.

The sound of Logan revving up his motorcycle to check the engine filled the air and could be clearly heard even without the use of a microphone. To him, it was like music to the ears as a cluster of tools crowded the area around his prized bike and it seemed to ease his nerves as he began making a series of adjustments, completely oblivious to the fact that he was being so closely watched.

X23 didn't know why, but for some reason she found herself immensely drawn to the sight of the burly man in the driveway. Then suddenly, a strange surge of tension shot up through her body and a wave of fury consumed her mind as she tightly gripped her binoculars and took deep breaths to contain the sudden rush that had inexplicably taken hold of her. Thankfully, the years of training and discipline helped her to contain these strange feelings as she looked on with more intent.

"Damn it..." she muttered, "I can't see...Have to get closer."

Driven by the inexplicable emotions that had flared up within her, X23 leapt across a series of branches until she settled upon a better vantage point to observe the burly man while he continued doing work on his motorcycle. Once she had a clear view, his features came into focus. Taking out her handheld, she matched his picture with the one that was pre-loaded into the database. It was the mutant they called Wolverine...And she knew right then and there who she was looking at.

"It...It's him," she said to herself, "It's really him...Weapon X."

She couldn't believe she had been kept in the dark about something like this...She couldn't believe nobody at Shadow Cell had told her. It was him...Weapon X in the flesh...The one whose blood flowed through her veins....The one whose image she was created in. A wave of emotions filled her mind like anxiety, shock, and anger...But still, one underlying emotion overshadowed them all...One she could not explain or even begin to contemplate as she watched the man who was responsible for her existence. It was as if she was linked to this man...Linked in a way that made her feel so strange...So confused...And so inexplicably torn on the inside.

Then, while X23 was struggling to ascertain the profound moment she had stumbled into, a new presence suddenly joined Logan as he continued made his adjustments on his motorcycle. Quickly, X23 grabbed the microphone to listen in.

"You never quit with that thing, do you Logan?" said a rather humored Ororo Munroe as she stepped out of the garage into the warm sunlight and approached her burly friend as he continued to fine tune his motorcycle.

Logan had smelled her all too familiar scent coming and simply flashed her a wolfish grin as he grabbed a dirty rag and wiped some of the grease off his hands.

"Well you have your garden, I have my bike," said Logan as he stood proudly before his Harley, "Everybody's got their own way of unwindin' from all the shit this world keeps throwing at us and for me, gettin' my hands dirty and listenin' to this baby purr is enough to keep me sane no matter how fucked up things get."

Ororo couldn't help but laugh at Logan's rather poetic assessment of how he chose to unwind. In a way, it seemed rather fitting for a man like him, but no matter what the case may be, the burly Canadian never was one to make any qualms about who he was and that's one of the things Ororo had always admired about him. She always had to maintain some level of control because of her powers, but Logan knew how to just let loose and be free no matter what the state of the world was.

"And they say you have no depth," she said to Logan as she looked at the well kempt bike he took so much pride in.

"Ain't got nothin' to do with depth," said Logan shaking his head as he sat on his bike and revved gave the engine a quick rev to check whether the adjustments he made had done what he had hoped, "It's got everything to do with just lettin' loose an' bein' free..."

As he gave the sound of the engine echoed through the air, a look of triumph fell upon Logan's face. This free, unabated side was something few others saw, but Ororo was one of the lucky few who he was comfortable showing it to.

"You really are an animal at heart, Logan," she said with a grin as she watched how happy and content he looked upon successfully finishing what he had hoped.

"You know it darlin'!" he said with a wolfish grin, "Then again, ain't that what ya like about me?"

Ororo laughed again, but her smile did not fade as she watched Logan wipe off some of the chrome on his bike, making sure it had that perfect shine.

"Well I am from Africa, mind you...So I'm used to being around animals," she joked.

"Any of em ever match up to me?" he said with a grin as he put his tools away.

"Not that I can recall," she said, causing the grin on Logan's face to only grow wider.

"That's because I'm the best at what I do," he said in his deep, burly, confident tone.

"I won't argue that..." said the beautiful African woman as Logan once again revved up the engine.

The warm, sunny day was perfect for riding and Logan looked ready to head out and enjoy it. Yet he still couldn't escape Ororo's gaze at it maintained a firm hold on him. Her smile was one of the few things that could make him forget some of his dark history or the fact that he didn't even remember most of it. Back in her homeland of Africa, Ororo had been revered as a goddess and in all the years Logan had known her and been friends with her, he could see why.

"So if you're done in your garden and I'm done with my bike..." said Logan as he spoke over the smooth hum of his motorcycle, "Wanna take a ride?"

"On your motorcycle...Right?" she said with a smirk.

"Hey!" said Logan, not expecting that and actually blushing somewhat even though it didn't show through his thick facial hair, "You got a dirty mind Ro!"

"Well you said it yourself...Sometimes you just have to let loose and be free," she said, trying hard to keep herself from laughing, "As for the ride...Maybe some other time. I still have a few things left to do in my garden."

"Suit yourself darlin'," said Logan, feeling a bit more disappointed than he was willing to show, "But someday...I'm gonna make sure you experience at least one ride on this baby. Trust me...Once you try it, you'll wonder how ya ever lived without it."

"We'll see, Logan...We'll see," said Ororo as Logan flashed her one more wolfish grin before he kicked his bike into high gear and sped off down the driveway and onto the main road.

Ororo just stood there smiling even after he was long gone, shaking her head in amusement as she thought about how every conversation with Logan was an adventure. Yet as she made her way back into the mansion, neither she nor Logan had known that X23 had seen the whole thing.

'What the hell was that?' she thought to herself as she put her binoculars down and gave her mind time to process what she had just seen.

It had been a strange sight to say the least for the former living weapon. When she first saw Logan, it had brought out an inexplicable wave of emotions that made her feel both angry and calm at the same time. She had just seen the man whose blood created her...She had smelled his scent and seen him interact. From the early days at Hydra, she knew that she was created from the blood of the original Weapon X. Yet she had never seen him face to face or even knew what he was like. Now she knew...Now she had seen for herself.

The anger and tension that had originally consumed her soon gave way to confusion and bewilderment as the strange connection she felt with the man who was responsible for her existence began to overwhelm her. She had never felt this way towards anybody before and she had gone head to head with some of the most bloodthirsty people on the face of the planet. Yet only before this man...She had flinched...She had faltered...And she didn't know why.

Then there was the scene with the beautiful mysterious woman. She knew her name, Ororo Munroe, from the protocols, but she hadn't anticipated seeing her interact with Weapon X like that. It was strange, but it was almost as though she was...Close with him. The way she looked at him and the way he looked at her was a true enigma...Yet she had seen it before. That look greatly resembled the way in which Scott and Jean would look at each other...As if they were somehow connected on a certain level which she could not yet ascertain. Vincent and Wanda had also shown the same...Except they were more discrete about it for reasons which she could not understand. It was as if something was clearly there...Yet they weren't willing to admit it.

What were these emotions she was feeling every time she looked at this man? And what were the emotions that she had just seen him enraptured in when he talked to this mysterious woman? She had never known that much about emotions, so there were no easy answers for her. She would only find out more through further observation as she once again settled in and continued to carry out her mission...Only this time, there was more to it than she ever could have anticipated.


Phoenix and the Scarlet Witch had been observing and surveying Bayville High for four hours now as they kept with their mission objectives and gathered as much as they could with the factors that they had to work with. It was difficult in such a crowded, public setting, but they managed to blend in by continually moving and keeping their actions unnoticeable from any prying eyes. The outside of the building was usually quiet and inactive, but whenever a bell rang, it would get more interesting as the maze of students scrambled to their next class.

In observing each facet of their targets' movements, the two mutant soldiers made note of many other aspects about the area as well. The Scarlet Witch kept a close track of the overall layout of the building and how it was all designed for efficiency. Some classes would be in some areas while others were grouped together in different sections. It was kind of like how Shadow Cell HQ was organized, only not nearly as elaborate. She also kept track of the overall movement of the students and how they interacted. Yet for someone who had been living under a strict, ardent regiment for the better part of her life, both she and Phoenix were somewhat baffled at how chaotic it was. Everybody was allowed to just socialize and frolic while interacting with each other in a multitude of ways that neither of them quite understood.

Yet such mysteries were not a part of the mission and neither had time to really consider them as they kept their eye on the targets. Phoenix kept a close track of their minds, taking into consideration each thought and projection they had as a vital piece of possible data. She made note of who was romantically interested in who, how they thought, and a plethora of general insight as to what made these young mutants tick. Both she and her comrade made careful notes the whole time, yet it was difficult not being able to enter the building. Then, as the lunch hour came for the vast majority of the school, Phoenix and the Scarlet Witch were given a good opportunity for more direct observation as the X-men met outside to eat their lunch at a table near some trees where the two mutant solders easily concealed themselves behind as they listened in on the unsuspecting mutants.

"Geez Kurt, like how can you eat all that?" said Kitty as she saw him take out an oversized sandwich that he had brought with him for lunch.

"Hey, I can't help it if I have a hyperactive metabolism," said Kurt as he took a big bite into his sandwich.

"Well go slow this time man...We don't need you choking again like last time," said Warren as both he and the others ate more modest lunches.

"Yuck! Like, don't remind me," said Kitty as she rolled her eyes and focused on her lunch as well.

"Oh come on, Kitty. It wasn't THAT gross," said Bobby, thinking Kitty was just overreacting as she so often tended to do.

"Yeah, you just have a weak stomach," added Jubilee, "All that vegetarian food will do that to you."

"Hey, don't mock the vegetarian lifestyle Jubilee," said Kitty in her defense, "It's, like, way healthier than eating all that meat that just clogs your arteries anyways."

"Are you kidding?" said Betsy with a hint of sarcasm in her tone, "I couldn't live without meat. Sometimes even the best of us need to enjoy the simple pleasures of the nice unhealthy taste of a hunk of greasy meat."

"Amen to that!" said Kurt in agreement as he took another big bite of his sandwich.

"Like eww!" said Kitty, shuttering at the thought, "Do you even, like, know where that meat comes from?"

"Yeah, but that doesn't make it taste any less delicious!" made Bobby.

"Hey, a dead snake could taste like a cupcake, but I'd still never eat it because it's just gross," said Kitty, hoping to get her point across that she was an ardent vegetarian and she wasn't going to quit anytime soon.

Then, as the rest of the table began to engage in casual conversation, Phoenix and the Scarlet Witch kept up with each gesture and action that gave them more insight into each one of them. Warren, Betsy, Kurt, Kitty, Bobby, and Jubilee were present, but the others were nearby with the exception of Rogue, who was eating alone and reading under a tree. It was a rare opportunity for the both of them to watch and observe them directly while using their keen observation skills to decipher the inner workings of each person.

"I can't believe that little brunette girl," commented Phoenix as she and her friend and comrade watched the group of young mutants interact, "What's she have against snakes? They taste great dead or alive and I doubt she's ever even had one before."

"I don't know, some of these people are just weird," said the Scarlet Witch in response, "I don't get why someone would give up meat just because of where it comes from."

"I know," said Phoenix, shaking her head at such an obtuse notion, "I swear that girl wouldn't last a second in the Congo."

"I don't doubt that...Hell, I don't think any of them would," made the Scarlet Witch as she continued to watch their interaction, "They're all so superficial and ignorant that I can probably guess their faults without any psychic help."

"Oh really? Prove it," challenged Phoenix as she kept her clandestine psychic channels open.

"Okay then...Take that girl who won't eat meat," began the Scarlet Witch, "Look at the way she dresses and the way she talks...Definitely signs of an overall affluent life. She never had to worry about mundane problems so she concerns herself with things that she feels give her personality depth."

"Hmm...Not bad," said Phoenix as she checked her comrade's observations with some of the projections she picked up from the young girl known as Kitty Pryde.

"Oh I'm just getting warmed up," said the Scarlet Witch confidently, "Look at that girl with the purple hair. Clearly, she stands out in a crowd and she uses that perky dress sense of hers to attract attention, yet she scoffs at that attention because she craves respect instead. And if her words are any indication, I'm guessing she's cynical by nature, yet serious in practice...Probably why she's involved with the guy with the blonde hair because his stiff, yet subtle demeanor also speaks volumes of his insecurity, so he tries to balance himself out with the rigors of leadership since it gives him an excuse to forego any sense of arrogance he probably has."

"Impressive..." said Phoenix as she looked back at her comrade, "Okay...What about the younger boy with the brown hair?"

"He's easy," said the Scarlet Witch with confidence, "He clearly loves fun, so he's probably a mischief maker. That Asian girl next to him likes to laugh a lot, so I'm guessing she's probably attracted to him. The same goes for the German boy and that brunette."

"That one anybody can see..." said Phoenix, who had clearly sensed the thoughts they were projecting all too loudly and determined that almost from the beginning, "What about the girl under the tree?"

"The one with the streak in her hair?" said the Scarlet Witch as she shifted her gaze to the girl sitting a ways from the tables and under a tree, "Easy...The appearance tells everybody to keep away, yet at the same time she's reaching out. She's isolated because she's torn with those powers of hers we heard about earlier and she puts on an angry, this-world-sucks demeanor to hide how she really feels about what she's cursed with...Trust me, I know the feeling."

"Tell me about it..." said Phoenix, reflecting upon how she used to see her powers in that negative light as well up until she joined Shadow Cell.

"It's all just so clear for anybody to see," said the Scarlet Witch as they both went back to their observations, "But I guess people are just too damn superficial out here."

"Superficial...Or just plain oblivious..." added Phoenix as they both fell silent again and continued to listen in on their interaction.

Whether they knew it or not, the mutants of the Xavier Institute continued to give the two soldiers of Shadow Cell mountains of data with each action they made as they continued to casually chat. Lunch was usually the best time for them to stick together in a school filled with anti-mutant bias and it had been a good way for them to support each other when the going got tough. Yet the more that Phoenix and the Scarlet Witch found out about them, the more mystery they seemed to uncover as they touched on so many different topics.

"So Kitty...Have you given any thought as to who to ask to the Sadie Hawkins dance now that you're free from old rock for brains?" asked Jubilee.

Kitty shifted uncomfortably in her seat at the mention of her ex, but didn't side step the issue even thought that had been her custom since her rather harsh breakup with Lance Alvers.

"I...Don't know if I'll go this year," said Kitty, taking a moment to consider her options now that she was single and a mutant in a school that already hated them, "It's been, like, so exhausting with everything that's happened since the sentinel thing and, well..."

"Oh come on, luv," said Betsy with an exasperated tone, "Don't tell me you're still hung over that guy. He was a certifiable jackass!"

"Yeah, she's right Kitty," said Bobby in agreement, "Every time I saw you two together, all you did was argue."

"Add to that...He was a member of the Brotherhood, Kitty," said Warren in a slightly more serious tone, "You can't honestly say it would've worked out in the long run...Especially now. And besides...You deserve better than that asshole."

"Easy for you to say," retorted Kitty, "You've already got a girlfriend and a date to the dance."

Both Betsy and Warren just looked at each other and shrugged. They couldn't deny it was easier for them since they were already together, dating, and serious. Hell, the only thing that had surprised the others was that they didn't hook up sooner and it had been nothing short of a relief to see them finally get their act together in wake of the sentinel incident. But still...It didn't help Kitty all that much with her relationship dilemma.

"Ja...And besides, I don't think you should be trying to give her too much advice in that matter mein friend," said Kurt in agreement with Kitty, "Remember the so called 'advice' you gave me vhen I asked Amanda out to that vinter dance?"

"Oh, you mean the one where he told you to show up at her house dressed in a suit with a bunch of roses singing corny boy band music?" said Bobby with a snicker.

"Don't forget the pickup lines..." grumbled Kurt, "My face still hasn't stopped stinging from slap in the face they earned me."

A round of laughter erupted around the table and Warren somewhat sank at the memory. He remembered how Kurt had come to him, a rich, handsome, and confident guy who never had problems attracting women, for advice on asking a girl named Amanda to the winter dance. Add to that, it was during a time when he was still struggling with his feelings for Betsy. Needless to say, his advice didn't exactly go over well and Kurt was still not happy about it, but even despite repeatedly apologizing for it, Kurt still brought it up much to his dismay.

"Guess I know who NOT to turn to for romantic advice in the future," said Jubilee as the laughter died down.

"Yeah, yeah...Mock my keen insight to women if you must," said Warren, rolling his eyes.

"We are!" said Bobby who couldn't keep himself from laughing more.

"Oh come on guys," said Betsy in her boyfriend's defense, even thought she had found it funny herself, "He has to have some decent romantic knowledge if he's got a girlfriend!"

That helped make the winged mutant feel a little better as Betsy took his hand and gave it a gentle squeeze, letting him know that despite what they others said, he knew how to win a woman's heart. Yet as the laughter died down, suddenly...A new sight caught their attention as well as the attention of their unseen observers in the trees.

"Uh oh...Don't look now, Betsy...But Duncan's heading this way," said Kitty as she saw the blonde haired jock and his posse exit from the lunch room and make their way over towards the picnic tables.

"Duncan?!" said Warren, who still harbored a thorough distaste of the jock who once dated Betsy, "I thought he was suspended from that thing he pulled on us with the Brotherhood!"

"I guess Principal Kelly overruled it..." grumbled Jubilee.

"Shit...He's coming this way," said Betsy as she started packing up her things and prepared to get as far away from her ex as possible.

Over in the trees where Phoenix and the Scarlet Witch were still watching them, the fury of activity quickly sparked their curiosity as they diverted their attention to the blonde haired jock known as Duncan and his crew.

"God damn it!" cursed Phoenix, "That prick is going to ruin our work! If they go back inside, we can't follow!"

"Guess we'll just have to do something about it then..." said the Scarlet Witch as she saw an opportunity to circumnavigate this little roadblock.

Over with Duncan and his football buddies, they clearly had their sights on the table with the Xavier kids. Yet for the star quarterback, his focus was more on that of his ex, Betsy Braddock and her new boy toy, Warren Worthington III. He had always been rivals with Warren and had even picked a few fights with him, but now the balanced had been tipped in his favor because the whole school was weary of them and the mutants of the school were already on thin ice with Principal Kelly and the school board.

"There they are..." said Duncan to his buddies, "I can't believe they've actually lasted this long."

"Yeah, but they'll crash and burn man," said one of his buddies, "With all the shit Principal Kelly's been giving them, they'll probably be out of here by the end of the month."

"That's still not soon enough..." mused Duncan as they passed through a maze of crowded tables as they made their way over to the X-men.

"So then, what are we gonna do about it?" asked another member of his posse.

"Easy...We're going to help speed up the process," said Duncan with a mischievous grin, "Just watch and learn my friends and you'll see how..."

But before he could finish, something happened that cut him off in mid sentence. Suddenly, as if by some freak force of nature, Duncan's shoelaces were untied and he clumsily tripped over his own feet, sending him falling to the ground up against one of the tables. And as luck would have it, he fell upon a table where a couple of uneaten lunches splattered upon his face and all over his prized jacket, turning him into a walking fruit salad.

Both Duncan's posse and curious onlookers burst out into laughter upon seeing Duncan's misfortune as he got up and tried to get the food off his jacket. The table with the Xavier kids laughed the loudest as Duncan started cursing and yelling at his friends for tripping him while they tried to hold their hands up in defense. Yet no amount of defense could stop Duncan's arrogant temper, for he ended up chasing his friends back into the school still yelling and cursing at them.

"Like, finally! Some good luck for a change!" said Kitty, still laughing along with the others.

"I know! Seeing that crazy ex of mind all angry and embarrassed almost makes up for all the shit he gave me when we were dating," said Betsy who had been laughing the loudest.

"Yeah...Almost," said Warren, who wanted to truly commit that sight to memory.

"Man, Duncan makes a fool of himself...What are the chances? Someone must have been looking out for us with that bit!" said Bobby as he and the others settled back in for the rest of their lunch period, taking this as a sign that things were looking up for them.

Over in the trees, Phoenix looked back at the Scarlet Witch with a curious gaze, wondering just how good the chances were and if somebody who had mastered the art of probability had been behind such an occurrence.

"What?" she said, "The protocols state that we are to do whatever means necessary to carry out the mission. And if that prick had come along and scared them off, we wouldn't have been able to keep observing them. They can't chew us out for that."

Phoenix just let out an exasperated sigh, knowing she was right on many levels, but the Colonel would probably not be so understanding if he found out. But nevertheless, her little interlude had done its purpose and kept the Xavier kids where they were for further observation. Protocols aside, they still had a mission and that was what mattered most to them.

"I hope you're right...But they'll probably find ways to do it anyways," said Phoenix as she and her comrade went back to observing their targets, working carefully so as not to miss any detail of anything that might help them in the further ascertain the strange nature of these truly unique individuals.


With activity at the school nearly constant and with X23 finding more than she ever could have imagined at the institute, Mayhem and Cyclops were left to observe the Brotherhood. However, as it turned out, these mutant misfits were nowhere near as groundbreaking or mysterious as they had previously thought.

The Brotherhood boarding house did not have any of the elaborate security that the Xavier Institute enjoyed. It was pretty much a big, isolated house off the back roads surrounded by trees and fields. The whole area was scarcely populated and the nearest human presence was nearly a mile away down the road, leaving the two mutant soldiers plenty of places to hide and do their observations. The security was so poor and the location was so open that Mayhem was even able to do a few flybys overhead to get a general layout of the area and take a closer look at each target. Yet what they found wasn't anywhere near what they had expected.

"Damn...The protocols said these guys were the greatest threat," said Mayhem as he and Cyclops stayed concealed in the trees, looking at their targets through long range binoculars and listening to them with electronic ears, "But near as I can tell, they're no more threatening than a bunch pack of wild dogs."

"Tell me about it," said Cyclops in agreement as he did a quick check of all the data they had gathered about the five mutant inhabitance of the house and added a few more things to it, "Some front for future human/mutant conflict. These guys probably couldn't lead a pack of rats to a mouse trap, less alone an all out rebellion."

"Yeah, they're more like outlaws rather than soldiers or students," said Mayhem as he watched through his binoculars at yet another fight breaking out between the short, green skinned kid and the tall, dark haired guy who made things rumble whenever his temper got out of hand, "They don't want to live by anybody's rules other than their own, so they fight against those who conflict with that mentality."

"Probably explains why they never went to Xavier's," concluded Cyclops, "But outlaws or not, it's clear they don't think too highly of regular humans. They may be a bit renegade, but they sure as hell believe that mutants are superior...It shows in their behavior."

"But the real question here is...Who's pulling the strings with them?" said Vincent as he did a quick check on the oversized, obese mutant they called Blob, who had been sitting on the couch watching TV and eating for the last hour, "I mean, it's clearly not the shape shifter."

"No, she's a wild card here..." said Cyclops as he looked up at the slightly veiled window of Mystique's room to see her continually pacing back and forth for some reason, "It's clear she's following somebody's orders...Otherwise, I doubt she'd be there. But from what I can tell, it doesn't look as though she's acting out of her own free will."

"I wouldn't blame her," said Mayhem as he heard yet more yelling from the white haired mutant as he yelled at Lance and Todd to keep it down, "Besides, doesn't she have two kids who are with Xavier?"

"Well that's what the protocols say," said Cyclops as he did a quick check to make sure.

"So then...Why is she on the opposing side to her own kids?" wondered Mayhem, feeling as though something about this didn't add up, "Is she really willing to fight against them?"

"I'm not sure," said Cyclops as he marked off a few movements of the four boys as they continued to fool around downstairs, "She doesn't seem to follow the same mentality as the boys, but she's definitely a twisted personality...That much we can be certain of."

"Maybe that comes with being a shape shifter," suggested Mayhem, "The intelligence did say that she's suspected of having multiple identities."

"Identities have little to do with mentality, Mayhem," said Cyclops in response, "Not in this case...But we'll have to keep a close eye on her. Sometime tells me there's more to her than just her affiliation."

"I don't doubt that..." mused Vincent as he shifted his attention up to the shape shifter, who was still pacing impatiently as if she were waiting for something.

The two men fell silent once again, simply taking in the sights and sounds of the Brotherhood. They had already managed to ascertain most of their names and powers, yet a few remained unclear and the data they had started off with simply required confirmation. Yet the more they listened in, the more they were sure that the Brotherhood held the most threatening of ideology. The belief that they as mutants were superior to all others was a dangerous idea that had closely resembled the kind of radical groups they had fought against in past missions all over the world.

Then, Mayhem kept a close watch on Mystique, Cyclops kept his sights on the lower levels with the Brotherhood as they all seemed to gather in the living room to watch TV. Then suddenly, Cyclops heard something through his electronic ear that sparked his attention.

"Hey come on Pietro! We've seen that episode seven times already! Let's watch something else," said Toad, not knowing what he had just given the two shadowy observers.

Immediately, Cyclops pulled out his handheld and marked what he just heard.

"Mayhem, I just had confirmation of Quicksilver's identity," said Cyclops as he took a few notes, "Apparently the intelligence was right...His name is Pietro."

"Pietro...Where have I heard that name before?" said Mayhem, feeling as though that name sounded eerily familiar.

Mayhem was tempted to sift through his photographic memory to seek out where he had heard that name, but he remained adamantly focused on his mission. Such a thought of that name, Pietro, would linger in the back of his mind for the rest of the mission. And part of him said that he had heard that name from Wanda at one point...But no...It couldn't be...Could it?

Suddenly, his attention was diverted from his lingering thoughts of that name as the actions of the shape shifter suddenly changed.

"Cyclops! Look at this...The shape shifter's doing something. I think she's talking on the phone," he said to his comrade as they both directed their high powered microphones towards the window and tuned them to listen in.

"Great...Maybe we can finally get some answers as to who the hell is pulling the strings around here," he said as they both listened in.

Up on the top floor of the boarding house, Mystique had answered a phone call she had been anxiously waiting for. It was around that dreaded time again when Magneto would call for an update on the overall status of things, but as of lately, every report only served to sour his mood even more than it already was. And this one was no exception, for things just kept getting worse and worse for her with every tidbit of data she gave him and for some reason, she would always end up the scapegoat.

As she had suspected, Magneto hadn't been happy to hear what she had to say and a round of shouting on his end quickly ensued. Yet unknown to her or Magneto for that matter, Cyclops and Mayhem were eavesdropping on every word...But only a few really stood out to them as they unknowingly conveyed a few vital bits of data.

"Well I told you it would take time, Eric!" yelled Mystique into the phone, "The school board cannot be easily swayed...Especially after that stunt in the parking lot they pulled which I had to pay for!"

"I didn't ask for excuses Mystique...I asked for results!" said Magneto in a firm tone of voice in response, "And so far, you have NOT delivered."

"I'm trying! Can't you see that? It's been too rough with both the sentinel incident and that parking lot bit still fresh in everybody's mind!" she argued.

"Trying is not good enough Mystique..." said Magneto in a dark tone, "No matter how rough it may be, I expect you to pull through by any means necessary. Now I know you've been strict about not crossing certain boundaries...But believe me, it would be in your best interests to set them aside for now...Because I will not tolerate failure. And you know the consequence of failure..."

Mystique was forced to calm herself down as she closed her eyes and rubbed the sore temples on her head, wondering how she ever managed to put herself in a bind like this. Yet despite her distaste of his insinuations, Mystique knew who she was dealing with...And for anybody who valued their health, it was not a good idea push this man in any way that would give him an excuse to punish them.

"Yes Magneto...I know," she finally said after a brief silence, "I'll do it...I just need time."

"See to it that you do...You're already starting to try my patience."

And with that, the conversation ended and Mystique was left to heed the master of magnetism's warnings.

Yet outside, that last line of hers spoke volumes more than she ever could have imagined as Cyclops and Mayhem eagerly took out their handhelds and took down the name of the man behind the Brotherhood and the opposition to Xavier's dreams of peace...Magneto.

"We got it..." said Mayhem, knowing this data would be crucial, "We finally know who's pulling the strings."

"Yeah, and if that phone conversation is any indication...This Magneto character is not a nice guy," said Cyclops as he marked the name in his handheld for their next report, "Who knows...Maybe we'll get a chance to meet him in the future and see just how mean he can be."


AN: Well there you have it! Shadow Cell is now a shady part of the X-men's world even though they don't know it! They found a lot in this chapter, but stay tuned to see just where these findings will lead them and what kind of impact they'll have. Trust me, this is just a taste of what Shadow Cell will encounter to further complicate their lives. I know there were some changes in the world mentioned in this chapter, but keep in mind that this is an AU and there's still plenty more of it to come! So what do you all think? Do you like this little universe I've created? Please tell me! Send me your reviews via email or post them on the fanfiction website! Thank you all very much for reading and I wish you all the best!

Sign up to rate and review this story