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

Institute Infiltration

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: 2006-06-15 - Updated: 2006-06-15 - 10542 words

Sinister Soldiers
Chapter 27: Institute Infiltration


The five mutant soldiers of Shadow Cell had their next challenge...Break into the Xavier Institute for Gifted Youngsters, fight through a powerful team of mutants, and use Cerebro to find Magneto. Such a task would require a number of skills on their part ranging from deception, hacking, and infiltration. Stealth would be tricky because of the presence of multiple telepaths and lethal force was not acceptable given that these were civilians and not the enemy they sought to destroy. But restrictions aside, it was a mission they all felt prepared for since they knew they had the jump on them in terms of surprise and intelligence thanks to their previous mission.

It was Saturday, so everybody at the institute was home and since time was of the essence, they couldn't afford to wait until some of them left. But as with every mission, they took a little time to scope out the situation from a distance. They had parked their jeep atop a hill not far from the institute gate and were all currently observing the overall layout of the school via binoculars and psychic scanning. The sun was just setting and the five mutant soldiers were preparing to make their move. They hoped the coming darkness of the evening would work to their advantage and the unsuspecting students within wouldn't put up too great of a fight. Time was running out and they didn't want to squander a single moment of their narrow window.

"Okay, so let's assess our situation here..." said Scott as he looked at the Xavier institute through his binoculars with the others, "We're about to attack a school of innocent civilians. We've got ground security with infrared sensors that trigger underground defense turrets before we even get close to the mansion itself, we've got the possibility of internal defenses that are probably just as strong if not stronger, our only access to the lower levels where Cerebro is located is through a secure elevator, and then there's the computer mainframe that runs the damn thing with enough firewalls to make the CIA envious."

"And don't forget the occupants inside..." reminded Jean as she did a quick psychic scan, "I sense they're all in there. They've just finished eating dinner."

"Any chance of a few of them leaving?" asked Scott, knowing the fewer opponents they faced upon entry, the better.

"Not tonight..."

"Then I guess that means we'll just have to deal with them," sighed Scott as he put his binoculars away.

Such information didn't necessarily sit well with the five mutant soldiers because what they were about to do was going against the code of honor and compassion that they had been taught for so long. Taking on the brotherhood, an actual threat, was one thing...But Xavier was a peaceful man who promoted peaceful ideas. Attacking someone like him and his students just to use Cerebro was wrong on so many levels, they knew that. Even after having killed so many people, the five mutant soldiers were adamant about protecting the innocent and none of these kids deserved to be in the crossfire.

Vincent, who had grown up in an orphanage, was especially having mixed feelings about this...But this was their mission and there was nothing they could do the change this.

"Damn...Anybody else feel as though this is wrong on so many levels?" pondered Vincent, who couldn't help fight the lingering feeling of uncertainty about all this.

"Trust me, Vince...You're not the only one," said Scott, who did share his feelings to a great extent.

"Well hopefully, they'll be as easy as the Brotherhood was. We just need to take them out of the fight, that's all," said X23 as she did a quick check of her guns, making sure they were loaded and ready for use, although she secretly wished she didn't have to.

"Don't count on it..." said Jean as she finished doing her sweep, "From what I can sense, these guys are no pushovers. They faced that sentinel and succeeded, so they definitely have at least some fight in them. And we may be forced to lay a little smackdown to neutralize them."

"Doesn't mean it'll be enough though," added Wanda.

"With so many of them still so young...You're probably right," said Jean, not feeling all that concerned about what they were facing, but feeling very much worried with how they were going to go about not harming innocent civilians.

"So then how do we do this?" asked Vincent, knowing they couldn't go in without a plan.

"Simple..." said Scott as he quickly formulated a course of action in his head, "We'll do a standard Delta style multiple level infiltration. X23 will lure as many as she can to the upper levels while Mayhem and Scarlet Witch hold them down on the ground floor. They already outnumber us so the fewer opponents we have to face at once, the better. That should leave more than enough time for Phoenix and I to make our way down to the lower levels. They key factor here is simply time."

"Hmm..." said Vincent as he thought about the plan and looked at the overall layout of the institute, "Sounds like a good plan to me. How long do you think you'll need?"

"For Cerebro?" said Jean as she thought about how she was going to handle it, "Fifteen minutes tops..."

"Does that include breaking through Cerebro's firewalls?" asked X23.

"Don't worry about that," said Jean as she pulled out her flash drive, "I've been working on a nasty little program that'll shred their defenses like confetti. There's no chance they'll be able to beat it."

"Have you tested it yet?" asked Wanda, who knew a bit more about computer hacking than the rest of them.

"Nope...But we'll find out soon enough," said Jean, not sounding too concerned, "Just remember what Dr. Essex said...Avoid casualties at all costs. These are students, teachers, and civilians...Not soldiers or terrorists."

"Doesn't make it any easier though..." said X23 as she put her guns back into her holsters and stood ready to begin their assault.

"But it shouldn't make it any less chaotic either," added Wanda.

"Right..." said Scott as he turned back towards his comrades and they all stood ready to begin the next part of their mission, "Now remember...The quicker we do this, the better. The X-men aren't the Brotherhood...They're not a bunch of misfit outlaws. They're a peaceful group that promotes peaceful ideals...So let's only try to damage their pride more than their bodies."

"And we can't forget that they're civilians..." commented Vincent, "These are the people we're supposed to protect...Not fight."

A heavy silence fell over the five soldiers, feeling as though they were not going to like themselves after all this was over. But they had their orders and the fate of millions hung in the balance. And if they were going to save those people, then they were going to have to get their hands dirty. But that didn't mean they had to like it.

"I know how you feel Vincent...But if we don't stop Magneto, then the damage he could inflict on them and millions of others would be immeasurable. Unfortunately, this is how the game is played...This is what we have to do. It doesn't mean we have to like it. Sun Tzu once said that nobody hates wars more than warriors, and I think that definitely applies here. We have a job to do guys...A job that could save millions. And if that means we have to go through the X-men, then we have to be willing to go the distance. Because if we don't...Magneto will. Now come on...Let's get going while we have our chance."

Their conscious still nagged them and their sense of honor was definitely conflicted by this. They may have been soldiers and killers...But they still knew right from wrong, good from bad. This was not going to be easy on them...But as soldiers, they had every intention of seeing this through. And like always, each one of the five mutant soldiers from Shadow Cell placed their hands together in the almost ritual-like chant that they continued to hold even during times of great uncertainty.

"Kuwabara...Kuwabara..." they all said in perfect unison.

And with that, Cyclops, Phoenix, Mayhem, X23, and the Scarlet Witch prepared to storm the Xavier Institute for Gifted Youngsters.


Inside the institute, the X-men had just finished eating a nice Saturday dinner that Ororo and Remy had prepared for them. With it getting harder and harder to go out because of the animosity towards mutants, the students in the institute found themselves more often enjoying the large meals that were prepared by Ororo, Beast, and Gambit in the large dining room. Oftentimes, it had somewhat of a family dinner feel to it, but it was a feeling many of the students who had come to see the institute as a true home had come to cherish.

Since Ororo and Remy had cooked, dish duty was handled by Betsy and Warren, who actually managed to have a little fun with it as Warren sprayed Betsy a few times with the sink faucet. Their laughter quickly consumed the kitchen and Rogue, who had been left to clear the table, could only roll her eyes in annoyance at their open show of playful affection.

"Ugh...Ah think mah dinner may make a comeback if Ah see much more of this crap," she grumbled as she left the kitchen and let Warren and Betsy continue their little games.

"Aw come on, cherè..." said Remy, who had been hovering around her like always, "Don't lose de dinner Remy so elegantly prepared for y'all."

"Funny, Ah thought Ororo did most of the cookin'," made Rogue with a wry grin.

"Hey...Remy peeled de potatoes and made de sauce for de gumbo," said the Cajun mutant in response.

"Is that all?" she said, still not convinced as she walked with her Cajun friend down past the dining room and over towards the living room.

"Aw come on, cherè...Don't tell Remy dat ya doubt his expert cookin' skills," he said with a cocky grin to match Rogue's, "What kinda New Orleans bred Cajun would I be if I didn't know how to add just the right amount o' spice to any meal?"

"One with too much free time?" she quipped in response.

"Very funny, cherè..."

While they continued to chat/flirt, they passed Kurt and Kitty along the way, who made little kissing faces toward them, all of which were completely ignored. While such actions had been a serious source of annoyance for Betsy and Warren before they got together, Rogue and Remy didn't seem to care or they just did it to annoy them back.

"Man, could Remy ever take a hint?" said Kurt, shaking his head as he passed his sister and her Cajun friend.

"Oh I don't know Kurt," said Kitty as she looked back at them, "I doubt he'd keep flirting with her if she didn't flirt back in some regard."

"Mein sister? Flirt back? Not a chance!"

"Hey...Anything's possible," said Kitty as she took her friends arm and led him into the den before Bobby and Jubilee stole the TV from them like last night, "After all...This is a house of mutants."

As they made their way to the den, some of the New Mutants crowded around Logan, whom they had been pestering for some time now about taking them dirt biking near the bluffs just outside of Bayville.

"Come on Mr. Logan! It'll be great training for us all!" coaxed Sam Guthrie, who had a great deal of experience when it came to motorbikes.

"Kid, do I need to get a dictionary out for ya?" said Logan, who was getting a little tired of being pestered about this to say the least, "No means no!"

"But it's a great way to get a little experience outside the danger room!" argued Ray, "You're the one who's always criticizing us about how we don't have enough real world experience."

"Yeah, and besides, we're all going nuts here cooped up in this place," said Roberto, "You gotta let us out and do something other than school."

Logan just let out an annoyed grunt which was usually enough to shut anybody up. But these kids just weren't letting up. Ever since the Prof got those new motorbikes for everybody so they could get around easier without having to worry about dealing with an intolerant public, they had all been eager to take them out for a little thrill seeking. But dirt biking wasn't something he wanted to organize given how they had wrecked the X-van and the X-jet a couple of times in the past with joyrides.

"Come on Logan...Ya can't tell me ya wouldn't have fun with something that has to do so much with motorcycles," said Sam, trying to appeal to some of the few things they knew Logan did for fun, which mostly revolved around his coveted motorcycle.

"Watch me..." he grunted as he kept walking while the three other boys kept following.

"Well then...At least say you'll think about it," said Ray, not wanting it to be over just like that.

"If it'll get ya off my case...Fine! I'll think about it!" he said back, which all the boys responded with a resounding round of approval, feeling as though it was a start.

"That's all we ask Mr. Logan," said Roberto, "Just remember that the weather isn't going to be this nice for long!"

"Right..." mumbled Logan as the three boys finally went the other way and left Logan on his own to rub his sore temples.

Just then, a new presence appeared before him...Only this was one he didn't mind.

"Rough night, Logan?" asked Ororo with a wry grin.

"You have no idea..." he muttered in response, thinking he needed to tear the danger room up later on.

"Well if it helps...I think you should consider their proposal."

"What?!" said Logan, surprised that she was taking their side after the joyride incident with the X-van a few months ago.

"I'm serious, Logan...I think you should show the students that you have a sense of fun."

"Well the definition of fun between a guy like me and kids like that is pretty damn wide last I checked," retorted Logan, who Ororo felt was just making excuses now.

"But if it involves motorcycles, I think that enough for even someone like to you to have a good time with," she said, wanting to get Logan to see her point.

Logan simply flashed her a wolfish grin, thinking she was just pushing him to be less of a stiff when it came to the students even though they had all grown somewhat used to the big bad Wolverine over the years. That had its advantages...Then again, there was always room for improvement.

"At least promise me that you'll think about it, Logan," coaxed Ororo with that look in her eyes that Logan hated because it always got him to do things he wouldn't normally do, "I think it would be good to show the students that you know how to have fun."

Logan simply let out a frustrated sigh as Ororo gave him a look he would probably have associated more with Kitty or the other young recruits, but as annoying as it was...It worked.

"Fine...I'll think about it," he told her.

"Great!" she said as she gave him a small peck on the cheek, "That's all I ask..."

And with that, she left...Leaving Logan quite dumbstruck. He found himself touching the area on his burly face where her lips had touched, but he found himself quickly shaking it off as he so often tended to do with things that made him feel dazed and confused. Nevertheless, he did manage somewhat of a smile and the headache caused by the Ray, Sam, and Roberto was actually gone, giving him all the more to think about as he headed up to his room to do a little weightlifting.

After much of the students and staff went their separate directions, Professor Xavier and Beast began making their way down to the lower levels. Since Saturday nights were usually their off nights from danger room sessions, it was usually a good time for them to do a little work on the systems and make improvements or repairs if necessary.

"So what do plan to work on tonight, Professor?" asked Hank as he and the wheel chair bound man entered the elevator.

"Not much. Just a few new upgrades to Cerebro. I've been working on some programs that should help us monitor mutant activity in a few specified hot spots as well as keeping track of a few 'friends' of ours."

"You mean such as the Brotherhood or Juggernaut?" said Beast as the elevator stopped and they stepped off.

"Among others..." said the Professor with a sigh, "We now have human threats to deal with and chances are a few may begin crusading against mutants as Trask did."

"Well given the current state of affairs, I suppose such a scenario is very possible," said Hank as he began to think about it, "Perhaps I should make a few new programs for the danger room that deal with such threats. While the team has done well against the Brotherhood...Ordinary humans may choose to be a bit more difficult."

"We must always be prepared old friend..." said Professor as he made his way towards Cerebro while Hank headed over to the danger room, "There's no telling just how fast things could change in our line of work."


Outside the mansion, the setting sun had bathed the whole institute in a darkened twilight. For Shadow Cell, it was the perfect time to make their move. Every one of the X-men may have been in there waiting for them, but if they had to fight each one of them to get to Cerebro...So be it.

Cyclops, Phoenix, Mayhem, X23, and the Scarlet Witch were all poised to enter as they stayed close upon reaching the gates of the institute. They knew there were plenty of cameras all over the outer perimeter, so naturally, they chose the shortest and clearest path they could manage. But since speed was of the essence with this mission, they couldn't afford to go slow and stealthy, so they would simply have to go through the security rather than around it.

"Okay Scarlet Witch...Give us some cover," ordered Cyclops as he and X23 were lifted over the wall via Phoenix's telekinesis while Mayhem flew the Scarlet Witch over on his back.

"You've got it!" she affirmed as her eyes began to glow and she unleashed waves of her hexing powers upon the surrounding cameras, alarms, and sensors.

While they knew this wouldn't directly draw their attention, it would most certainly give away their presence. While they didn't know it, a mild yellow alert drew Hank away from his work and he made his way over to the security room, thinking it was only a mild technical malfunction...Which would only serve to Shadow Cell's advantage as they continued their advance.

Once they were over the wall and on their feet, they began moving closer near even more sensors. Phoenix and the Scarlet Witch managed to short out a few of them with a little hexing and telekinesis, but given the advanced systems of the institute, so many short outs quickly triggered the automatic defense mechanisms.

"Here comes the mayhem!" said Mayhem as he punched through and shot several turrets that rose up out of the ground, "Let's not let it slow us down!"

"Since when has shit like this EVER slowed us down?" grunted X23 as she tore through two nets that were launched from a couple of traps concealed in a tree with her adamantium claws.

Just then, a huge defense cannon rose up out of the central fountain and the five mutant soldiers instinctively scrambled.

"Scramble!" yelled Cyclops as his body glowed in a bright ruby red light and he leaped out of the way of an incoming blast.

As soon as he landed back on the ground and got his footing, Cyclops unleashed a powerful optic blast through his eyes that decimated the large cannon and the fountain statue atop it, causing an explosion that drew the attention from the others inside.

"What the hell was that?" said Warren, who was still in the kitchen with Betsy doing the dishes.

"I don't know, luv..." said Betsy, doing a quick telepathic scan, but not coming up with anything.

"Let's check it out...It could be trouble," he said as he dropped the remaining dishes into the sink and ran to the front door with Betsy close behind.

While they were scrambling to the main hall along with some of the others who had also grown curious by the explosion, the five mutant soldiers continued to make quick work of the institute's outer defenses. Those that weren't shorted out by the Scarlet Witch's hex bolts or warped into a twisted heap by Phoenix's telekinesis were shredded like graded cheese by Cyclops's blasts, torn apart by Mayhem's strength, and diced into pieces by X23's claws and picture perfect shots. Once most of them were turned to scrap metal, the only think keeping them out of the institute was the door.

After X23 and Cyclops shot a couple of buzz saw launchers with their guns and Phoenix, Mayhem and the Scarlet Witch tore through the electrified net traps hidden in the bushes, the five of them converged at the large wooden door and they were now poised to make their presence known.

"Some elaborate defense system..." said X23 as she shot one last turret that attempted to fire at them that had managed to avoid their assault.

"Don't get cocky...Those were just machines," said Cyclops as they all ascended the concrete steps up towards the front door, "Now it gets more complicated..."

"Well I'm game," said Phoenix with confidence in determination as was typical for all of them in the heat of battle, "If this is a school...Then I think it's time they learn a lesson from Shadow Cell."

"Right...But just remember, they're civilians," reminded Scott, "Do whatever you can NOT to hurt them. Just subdue them."

On the other side of the doors Betsy, Warren, Kurt, Kitty, Remy, and Rogue had all gathered upon hearing some of the commotion outside. The alarms were now blaring and there was still a lot of confusion, but given that a security breach was no matter to take lightly, the X-men stood prepared to fight whatever or whoever was responsible for this havoc.

"Merde!" said Gambit as he tried to speak over the alarms, "What in de hell is goin' on here?"

"I don't know," said Kurt as the lights suddenly flickered, "I think ve may be under attack!"

"May be?!" exclaimed Rogue, "Who in the hell could be attackin' us now?! The Brotherhood? The Friends of Humanity?"

"Who knows...But what do you say we find out?" said Betsy as she formed a couple of psionic blades.

Just as they were about to storm the door...Suddenly, a powerful blast of ruby red energy engulfed the door and blew the door into shambles and the ensuing shockwave knocked them all off their feet.

"Wow...What the hell was that?" said Warren as he rubbed his now sore head.

He didn't have to wait long for his answer as the five mutant soldiers entered the now gaping hole in the front door only to be met with the dazed and confused X-men. It seemed as though they had successfully gotten the jump on them and because of that, they were in for a rough fight.

"Sorry...Doorbell was busted," made Cyclops, whose body was now glowing in a ruby red glow as his eyes blared menacing at the team of mutants before him.

"Who the hell are you?!" demanded Betsy as she stood prepared to attack with her psionic blades in hand.

"The last thing you're going to want to see from now on," answered Cyclops ominously as he unleashed another powerful optic blast that caused the X-men to scatter, just as Shadow Cell wanted them to do, "Guys...You know what to do."

"Right...Let's get right to it!" said Phoenix as she engulfed her body in flames and led Cyclops down the hall towards the elevator.

Not wasting any time, the five mutant soldiers of Shadow Cell scrambled. Mayhem and the Scarlet Witch stayed on the ground floor to face the dazed and confused X-men that were now beginning to recover from the shock of their intrusion while X23 ascended the stairs, following her acute senses and putting herself in the position to hold off any more residents from converging against them.

With Phoenix and Cyclops already on their way, Mayhem and the Scarlet Witch were set to cover them, knowing they had to keep their path free of obstacles in order to give them the maximum amount of time possible to use Cerebro. However, the X-men sure weren't going to make it easy for them as they finally managed to return to their feet and surround the two mutant soldiers, who looked undaunted and unafraid despite now being outnumbered and surrounded by some of the best the X-men had to over.

"I don't know who guys, but you just made a big mistake!" said Rogue, as she was the first to recover and launch an attack.

"Rogue, wait!" yelled Warren, thinking it might not be a good idea to act brashly with these adversaries given what they had just shown them.

However, Rogue didn't listen as she lunged towards the Scarlet Witch, which quickly proved not to be the smartest choice she could have made. Using her momentum to her advantage, the Scarlet Witch swiftly dodged her attack and before she could even contemplate another one, she grabbed her arm, twisted it, and struck her with a powerful karate chop the back of the neck right around a nerve cluster that caused her to shout out in pain.

"Cherè!" yelled Gambit as he whipped out his bow staff and quickly sought to come to her aid.

As he watched the mutant soldier easily overtake Rogue, he sprung into action, preparing to strike the Scarlet Witch while she was still subduing her opponent, but before he could even get halfway to her...He was stopped by the sudden imposing appearance of Mayhem, who had used his super speed to appear directly in his path and catch his bow staff in his firm grip before it could even begin to present a threat.

"I don't think so, Cajun..." said Mayhem as he easily shoved Remy back in a show of strength that surprised the bewildered Cajun, who had truly no idea what he was up against, "You of all people should know that a gentlemen does NOT strike a lady."

Then, in a show of intimidation, Mayhem easily bent the specially crafted bow staff as if it were a twig and snapped it in two, throwing it off to the side.

"Merde!" cursed Remy as he looked on in shock at what he had just seen, "Dat was tempered steel!"

"Not tempered enough I guess..." said Mayhem as he began to make his way towards him in a threatening manner.

Knowing he had only one alternative to go to, Gambit quickly took out several cards and charged them in preparation for another attack.

"I'm warnin' you homme!" said Remy as he prepared to unleash a barrage of cards upon the menacing soldier, "You're playin' my game now!"

"Play this..." said Mayhem, not daunted for a second as he swiftly whipped out one of his guns and fired a single shot, blowing the cards right out of his hand and causing them to explode before he could get far enough away, which sent him flying.

"Remy!" yelled Rogue who was still in the iron grip of the Scarlet Witch.

"Oh shut up," said the Scarlet Witch, "You're boyfriend will be fine. You on the other hand..."

Then, Rogue was sent falling hard onto the floor as the Scarlet Witch kneed her in the stomach, drop kicked her, sent her body flying with a single hex bolt into the wall.

"Hey!" yelled Kurt with a new surge of anger upon seeing this, "Nobody does that to mein sister!"

"Kurt, wait!" said Kitty, thinking he probably wouldn't have much of a chance against this woman if what she had just shown her was any indication.

However, Kurt Wagner didn't listen as he used his acrobatic skills to leap into the air in a swift pounce that he often used to overcome his foes. However, just as he was a few inches away from the Scarlet Witch, he was stopped in mid air and surrounded by the purple haze of her hexing powers.

"Brash and impulsive...Like brother like sister," she taunted as she sent Kurt flying with a single hex bolt, causing him to careen directly into Kitty in the process, taking down two opponents with one move.

Mayhem and the Scarlet Witch were making it look easy and Warren sought to tip the balance as he took to the air. Even though he didn't fully know what they were up against, he hoped to do as any leader should and lead the others against these mysterious foes. Using his flight capabilities, he hoped to draw their attention and hopefully divide them in the same way that had done to them, but given how his fellow teammates had fallen, the chances of such actions making a difference weren't very great to say the least.

"Hey! Up here!" he said, quickly drawing their attention while he saw Betsy out of the corner of his eye prepare an attack, "You may be able to fight on the ground, but they won't do you squat up in the air!"

"Want to test that theory?" quipped Mayhem as he suddenly took to the air with his flight capabilities, shocking both Betsy and Warren in a momentary daze, which gave the powerful young mutant all the time he needed to deliver a powerful flying punch that sent Warren flying against the wall just above the doorway they had entered.

"Ugh..." he groaned in a mixture of both pain and shock as he struggled to stay aloft, "What in the hell?!"

"Time for you to be grounded bird boy!" said the Scarlet Witch, not giving the winged mutant a chance to recover as she swiftly took her two guns out and fired two well placed shots at his wings, sending him into a world of pain and causing him to crash to the ground.

"AHHHH!" he yelled as his wings went limp and a surge of pain shot through his body.

"Warren!" yelled Betsy as she saw her boyfriend and lover fall, "You little bitch!"

"Oh no...You did NOT just call me that, miss ninja wannabe!" shot the Scarlet Witch in response as her eyes began to glow a menacing purple color.

However, this did not stop Betsy as she unleashed a barrage of her ninja skills upon the fully clad soldier. Armed with her psionic blades, Betsy attempted to slash and stab the Shadow Cell warrior, but she was proving to be much more agile than she thought. As good as she was with the ninja skills that were imparted to her, they were still brash and uncontrolled in the eyes of the Scarlet Witch, who quickly countered with a few CQC maneuvers.

"All style..." said the Scarlet Witch as she narrowly dodged a vertical slash and found herself in the perfect position to deliver a decisive blow, "And no substance."

Then, before Betsy could make another move, the Scarlet Witch kneed her in the stomach and delivered a powerful punch to a nerve cluster around her lower neck. Immediately, Betsy felt a paralyzing force shoot up through her body as she soon found herself down on the floor, reeling from the surprisingly strong impact of the well placed blows. Then, before she could even rise up to her hands and knees, she was hexed against the wall alongside her still reeling boyfriend who had barely managed to fight his way up to a sitting position.

"Damn...These guys are tough!" grunted Betsy as she struggled back to her feet, helping Warren up along the way.

"No argument here..." said Warren, his wings still stinging from the shots he took to the wings, "But whoever they are...We've got to stop them!"

"Believe me rich boy...You have no idea who you're dealing with," taunted Mayhem, knowing now that it was going to be easier to keep these young, naïve mutant teens busy then they had previously thought.

Upstairs, X23 didn't have to wait long before her presence was realized and a couple of the New Mutants, Bobby and Jubilee to be precise, appeared before her.

"Wow, where'd you come from girly?" said Bobby as the young mutant soldier stood before in defiance, looking ready to fight.

"Girly?" she growled at them with a tone that reminded the two young mutants of Logan, "I'll show you just how 'girly' I am!"

Then, in a show of skill and intimidation, she whipped out two of her handcrafted guns and did a few gun slinging tricks to show what she was capable of. The sight of the guns quickly sent Bobby and Jubilee into alert mode.

"Wow! I think you're a bit to young for those things missy!" said Jubilee, as she began to summon her powers.

"Wanna bet?" she grunted as she stood poised to attack.

Upon seeing this, Jubilee unleashed a barrage of her bright lights from her hands. However, while such powers had a knack for making anything electrical blow, it seemed to be far less effective when it came to hitting X23.

In a further show of her speed and skill, the former living weapon began twirling the two guns around her finger and using them like mini-fans to deflect and divert Jubilee's blasts away from her and in some cases, right back at her. Her body moved with a speed and swiftness that had both Bobby and Jubilee flabbergasted, for it seemed downright unnatural for somebody to be that skilled. Her movements were swift and fluid as used her adamantium crafted guns to divert each projectile from the young Chinese American mutant away from her, showing just why she was a gun slinger of skill second only to her teacher, Magnum.

Inch by inch, X23 neared the two bewildered young mutants. This caused Jubilee to step up the intensity of her bursts, causing her to grunt and struggle as the nimble young soldier continued to swiftly twirl her guns around her fingers, using their adamantium covering to divert and deflect each incoming projectile. Yet even as she stepped up the intensity, X23 matched her for every move until she was getting too close for comfort.

"Err!" grunted Jubilee as she took a step back, "Can't...Keep this up...Much longer!"

"Come on Jubes!" said Bobby, shielding his eyes from the intense bursts of light, "You can do it!"

But X23 didn't stop as she finally got close enough to bat a single bright burst of her sparks directly back into her face, immediately causing her to yell out and cover her eyes from the unexpected burst.

"AHH!" she screeched, "My eyes!"

The young Chinese American mutant from Beverly Hills then fell to the floor and Bobby was left to take over.

"Okay, that's it! Normally I don't ice a girl! But in your case, I'll make an exception!" shot Bobby as his body assumed it's ice form.

"Is that supposed to scare me?" taunted X23 as she made her next move while Bobby was conjuring up an ice blast.

The young mutant known as Iceman tried to freeze the nimble young soldier in place, but she proved to be too fast as she easily avoided his bursts and found a narrow window to attack as she did a sweep kick that knocked him off his feet and nearly knocked him out with a single blow from the but of her gun coupled with a quick paralyzing blow to a nerve cluster on his neck.

"Ugh..." he moaned in pain as he fell to the floor, his head now throbbing from the blow.

"And I thought this was going to be hard..." commented X23 as she put her guns back in her holsters.

Just then, two more opponents appeared out from one of the rooms down the hall and caught X23's senses, once again sending her into a heightened state of alertness. But upon seeing her new adversaries, the former living weapon wasn't that impressed. Before her were Tabitha and Amara, who had been hanging out in Tabby's room listening to music and only became aware of the commotion when Bobby and Jubilee got into the melee.

"What the...Who the hell are you?" said Tabby, quickly determining she was a threat given the ominous sight of her guns and her advanced military uniform.

"That you most certainly don't need to know..." she grunted as she unleashed her adamantium claws, quickly sparking the curiosity of the two other girls, for they knew of only one other who had similar features.

"Hey, when did Logan get a mini-me?" commented Amara as she charged up her lava powers.

"Beats me...But I think I can see the resemblance," said Tabby as she prepared a handful of mini-energy bombs.

However, before the two girls could even begin to attack, X23 let out an animalistic roar and pounced upon the two older girls. They tried to dodge her, but she was many times faster than they had expected and with a few quick CQC maneuvers, both Tabitha and Amara were knocked to the ground through a perfectly executed split kick combo followed by a crushing head butt that knocked both young women out cold and most likely leaving them with a concussion that would down a Russian commando.

With her claws still drawn, X23 looked back at the four youngsters she had taken down with ease...Then suddenly, a new scent filled the air and her blood quickly boiled. It was him...She was sure of it. It was almost as if that smell had been engrained in her from birth. And it could only mean one thing...Weapon X...The man whose blood created her...Was near.

From the other side of the hall, an animal-like roar not unlike that of X23 echoed down the hall as Logan came running out of his room with his claws already drawn. But when he saw the sight of the young girl armed with similar features standing there before him, he immediately froze.

"What the..." he grunted, looking into the penetrating gaze of the young girl who shared his blood.

"Hello Weapon X..." she said coldly as she once again felt her mind start to swarm in a fury of confusing feelings and emotions, "Finally...I get a chance to look you in the eye."

"Weapon X?" he said in shock, for only a handful of people had every called him by that name, and most of them were dead, "How do you know about that?! Who are you?!"

"You should already know!" she roared as she lunged forth and attacked the man responsible for her creation, guided by her unabated rage and confusion about memories and feelings she worked so hard to forget.

Logan was quickly taken by her speed, strength, and skill. She may have looked young, but she knew how to hit with a great deal of force. The shock of facing an opponent like this allowed X23 to get off a few early blows that caused Logan to howl out in pain, but thanks to his healing powers, he managed to quickly regain his footing.

"Kid...Listen to me!" grunted Logan as he was forced to dodge several well executed swipes, one of which grazed his face, "Why are you here? Why are you fighting me?"

"Because..." she grunted as Logan managed to shove her away, "It's all your fault..."

"My fault?!" he said in response, growing all the more confused by this strange situation, "What in the hell are you talking about?"

"It's because of you!" she yelled, her eyes raging as the years of mental discipline seemed to go out the window in the face of this man, "I exist...Because of you!"

Letting out another war cry, X23 unleashed her full, unabated fury upon Wolverine. He tried to fight back and restrain her, but she was just too nimble and quick. Her skill clearly showed in each way she countered his every move, foiling every one of his attempts. Finally, as their claws clashed through sparks of rage and confusion, X23 made her move and performed a definitive CQC maneuver on him, using the claws in her feet to slice at his shin, pound upon his stomach, and manipulating his arm so he was helpless to fight back. Then, in a two blow combo, X23 kneed him in the stomach and slammed her fists on the back of his neck, sending the Wolverine falling to the floor.

She had taken him down and her emotions were now running on overdrive. Logan struggled to get up, but only managed to roll flat on his back as he grunted through the pain. X23 was now hovering over him with her claws fully drawn and an open path to plunge her adamantium claws right into his heart. Her whole mind and body was so full of endless rage and confusion as haunting images of her past at Hydra flashed before her mind.

"Kid..." he grunted as he struggled to get up.

There was nothing stopping her...Nothing in her way. She could easily kill this man as she had countless others. And she had every intention of doing so as she prepared to plunge her claws into him...When suddenly, she stopped midway through her final blow.

Logan had braced himself for the impact, but was quickly stunned to see her stop within inches of his chest. She was gritting her teeth, growling as if she was struggling against something. Her body began to shake and tremble as something held her back from delivering the final blow. She began struggling immensely...Her hands shaking with increasing vigor and severity as she fought with countless inner demons that had haunted her since birth.

"ERRRAAAAHHHH!" she yelled as she practically tore herself away from him, grasping her head and taking deep breaths in an effort to regain control of herself.

Logan finally managed to return to his feet. He withdrew his claws and carefully made his way over to the confused young soldiers.

"Kid...Kid what's wrong?" he said to her as he watched her struggle.

"ERR! LEAVE ME ALONE!" she yelled as she suddenly drop kicked him and ran back down the hall in pursuit of her comrades, her mind still a mess of conflicting thoughts and feelings.

The sudden attack had once again surprised Logan, but it quickly wore off as he looked back at what he had just seen. She knew of Weapon X...She had his claws, his healing, his senses...And even his scent. Who was this girl? Who could she be? Logan had plenty of questions, but there remained many more pressing issues at hand as the siege continued.

With many of the institute regulars tied up with Mayhem, X23, and the Scarlet Witch, the path down the hall to the elevator remained relatively clear for Cyclops and Phoenix. They knew they had to get in and out without lingering too much or else the X-men could eventually regroup and rally against them. But given from what they had seen from them so far, that was a remote possibility at best.

"There's the elevator!" shouted Cyclops as he and Phoenix turned a corner, armed with a knife and one hand and a gun in the other, "Let's move!"

"Oh no you don't!" said Roberto as he stepped out from the hallway with Ray and Sam close by as they now stood directly in their path, "You guys aren't going a step further!"

Then, Roberto charged up his body with solar energy, engulfing himself in a flame that enhanced his strength and agility. However, the two soldier's of Shadow Cell didn't slow down in the slightest as they stayed the course, ready to blow through them without a second thought.

"Out of our way kid!" grunted Phoenix, "You think you know heat? I'll show you heat!"

Then, much to the shock of the three boys, Phoenix engulfed her body in a bright flame and launched a fireball that sent Roberto flying back. He tried to absorb it, but there was just too much force behind it and was forced to de-energize himself as he groaned in pain from the impact.

Both Sam and Ray were shocked at the show of force against their friend, but such a lapse just what the two mutant soldiers were hoping for as Jean performed a quick CQC maneuver on Sam, twisting his body around so that now he was facing away from her with a knife to his throat and a gun to towards Ray.

"Wow there lady...Take it easy now," said Ray as the sparks in his hands began to simmer at the sight of his friend struggling with the gun toting redhead.

"Get back!" she yelled as she inched her way down the hall with Cyclops close behind, covering her every step of the way.

Ray's hands were still sparking with his electrical powers, but Sam wasn't about to let himself be helpless as she struggled with the firm grip of the armed redhead.

"Ergh...Let me go!" grunted Sam as he tried to break free form the surprising strength that Phoenix showed, which seemed a great deal more than any regular human could muster.

"Shut up!" she spat, not liking this situation enough as it was as they drew nearer and nearer to the elevator.

"I'm warnin' you!" said Sam as he began to charge up into his full Cannonball mode.

"Big mistake kid..." said Phoenix, not at all surprised at his actions.

Then, with a sudden burst of telekinetic force, Phoenix turned Sam's little plan against him and sent him flying down the hall directly into Ray, causing them both to crash and tumble, taking them out of the fight.

"Nice shot..." said Cyclops as he did a quick scan of the area, "It looks like we're clear."

"Not yet you are!" came another voice from back down where they had come, causing both Cyclops and Phoenix to turn around and face their new threat...Storm.

Suddenly, a gust of wind began to pick up around them, causing the walls to shake and the lights to flicker as Ororo's eyes glared back at them in their full white form. It didn't take long for the wind to disorient them, but they sure as hell weren't going to let it slow them down.

"Damn...The weather witch!" grunted Phoenix as she watched Ororo Munroe step closer towards them, increasing the force of her wind storm in an effort to keep them from going a step further.

"Not a problem...I got this," said Cyclops, not skipping a beat as he ducked low, took aim, and fired a single, light intensity optic blast directly at the white haired woman, sending her flying in the other direction and instantly stopping the wind.

"Okay then...Now we're clear," said Phoenix as she and her comrade/lover made their way to the elevator.

However, as soon as they reached the heavily reinforced door, they were not surprised to find that the security mechanisms had been activated and it was now completely locked.

"Looks like the locks kicked in," said Phoenix as they she wedged open the doors with her telekinesis.

"Doesn't matter..." said Cyclops as his eyes once again started to glow, "We're taking the express route anyways."

"Oh no you don't!" came a Scottish voice as they both turned to see Rahne Sinclair charging them as she turned into her wolf/human form.

"Bad dog!" shouted Cyclops as he immediately sprang into action, firing another quick low power optic blast that sent her flying in the opposite direction.

"Come on...Let's go before they get up!" urged Phoenix, not wanting to have to waist any more time with such resistance, which was proving to be more annoying than challenging.

Then, with a blinding ruby red flash, Cyclops shot a highly concentrated burst of energy that tore through the steel infrastructure of the shaft, opening a gaping hole in the floor for them to access the lower levels. Phoenix went first, followed by Cyclops as they jumped into the hole and slid down the steel ropes until they got to the lowest level possible. Once they were there, Cyclops blew open the door with another optic blast and they both scrambled down the high tech steel lined hallways that looked like some of the secure areas Shadow Cell had. Several security turrets shot out of the wall and tried to blast them with paralyzing lasers, but none of them managed a hit as they were blown apart by bullets, telekinesis, and optic blasts.

"We're close...It's just up ahead!" said Phoenix as she fired several shots into a couple of turrets that tried to impede their path.

"Then let's keep moving! The sooner we can get in, the sooner we can break out," said Cyclops as he fired several more optic blasts at a couple of stubborn turrets.

Then, just as they were nearing the entrance to Cerebro, Hank McCoy came darting out of his lab, looking eager to defend whatever it was these mysterious intruders were after.

"Halt! Stop right there!" ordered Hank, who looked ready to use his beast-like strength to fight them off if he had to.

"Sorry Doc...But we're in a bit of a hurry here," quipped Cyclops, not slowing down in the slightest as he let out a single optic blast that knocked the big blue beast out temporarily, leaving the door to Cerebro completely open to them.

Now that they were finally at their destination, they faced a new challenge...Using this highly advanced computer to find Magneto. There was a large metal doorway that had been sealed as a result of the security breach and it was locked so that only the Professor could open it. It was heavier and more secure than any other doorway in the institute and it had unbreakable, adamantium parts...Making a heavily concentrated optic blast ineffective or a powerful telekinetic wedge ineffective.

"Damn! Looks like we'll have to override the security locks!" grunted Cyclops as he prepared to wedge off the panel.

"How long will that take?" said Phoenix as she scanned the area behind to make sure there were no more surprises.

"A system like this...Twenty minutes minimum!" grunted Cyclops as he looked at the imposing security on the panel.

"Damn it, we don't have twenty minutes!" said Phoenix with a grunt of frustration.

"Then we'll have to find another way..." said Cyclops, trying to think of how to get around something like this.

Just then, an opportunity presented itself to them from back down the hall where they had come down earlier. It was the founder and leader of the X-men himself...Professor Charles Xavier.

"Stop!" he ordered as he wheeled past the unconscious body of Hank McCoy towards the two intruders, "I will not let you go any further. Who are you...Why are you here? Why do you want Cerebro?"

"That's for us to know and you to find out..." said Cyclops in response, keeping his mental shields strong in the presence of the most powerful telepath in the world.

"I'm warning you...If you won't tell me and come quietly, I'll be forced to take action," he said to them, wanting to give them fair warning before he unleashed his telepathy.

"Bring it on baldy..." said Phoenix as she engulfed her body in flame.

"If that's the way you want to do things...So be it," said Professor Xavier in the intellectual tone that so strongly defined him, "Either way...I want answers."

Immediately, Phoenix felt the force of his telepathy attempt to intrude upon her heavily guarded mind. She stumbled back slightly as a result, but kept her balance as she began to return the Professor's telepathic probes with aggressive psychic attacks of her own.

"Err! Come on old man! Is that all you got?!" grunted Phoenix as she began to overtake the Professor, surprising him with the powerful mental skills she had perfected through years of intense training.

Professor Xavier began stepping up the intensity of his assault...Unleashing a level of power he would have otherwise never used against all but the most determined of psychic foes. He may have been the most powerful telepath in the world, but he found himself beginning to falter under the unexpected level of power and skill that the young psychic woman before her was fighting him with.

"Ugh..." stumbled Xavier as he closed his eyes and returned each assault from Phoenix with one of his own, "You...Will...Not...Prevail."

"Screw...You!" grunted Phoenix as sweat began to form upon her face from all the strain, causing Cyclops to look on with greater anxiety.

Slowly, the Professor began to gain the upper hand as a psychic deadlock of epic proportions ensued among the two powerful telepaths. Phoenix could feel it as she struggled to fight off his assaults...But she would not let up. Even as her resistance continued to wane, she didn't falter in the slightest...A feat that the Professor found all the more difficult as he pushed his powers to the limits.

"Now..." said Xavier, knowing he was gaining the upper hand, "I...Want...Answers!"

"Answer...THIS!" grunted Phoenix as he let out a determine roar and unleashed a circle of fire around the wheel chair bound man, "You...May be...The most powerful...Mind on the planet! But let's see...How well...You work it...Under fire!"

The intense heat of the fire quickly put a strain on the Professor's concentration as the perspiration upon his face soon built up and he began to falter under the stress. Phoenix didn't squander this chance as she unleashed a powerful counter that Phoenix specifically countered to knock him out cold without causing him any further strain. And through this last definitive blow...Phoenix managed to end the fight, causing him to fall out of it as he went unconscious.

"Most powerful telepath in the world my ass..." grunted Phoenix as she took a moment to catch her breath and regain her balance.

Cyclops, upon seeing her disposition, promptly caught her before she stumbled and let her hang onto him as she collected her thoughts.

"Are you okay?" he asked her with a concerned tone as she held onto her strongly, yet gently in a way only he could.

"Yeah...I'm fine," assured Phoenix, shaking her head clear, "Looks like I just got us the key to Cerebro..."

"Good...Then let's not waste any more time," said Cyclops as he put his gun and knife back in their respective holsters, "We have to find Magneto."

Then, Cyclops proceeded to pick up the limp, unconscious man and opened his eye for the retinal scanner, opening the door into Cerebro. Upon setting him aside back in his wheelchair, Cyclops followed Phoenix into the high tech room and approached the large, elaborate console.

"So this is Cerebro..." said Cyclops as he looked around at the steel incased structure, "Looks like it was locked down by a security as well."

"Well it's not like that'll do them any good..." said Phoenix as she took out her flash drive and inserted it into one of the many USB ports and placed the helmet upon her head.

"Wait...Are you sure you're ready for this?" asked Cyclops in a concerned tone, both as a comrade and as her closest friend and soul mate.

"Don't worry...I'll be fine," assured Phoenix, despite the lingering affects her recent psychic bout with Xavier had left on her, "There's no time to rest...We have to complete the mission."

Knowing it was useless to argue, Cyclops stood back and let the program do its thing. Naturally, it didn't take long for the powerful program that Phoenix had been working on for some time now to tear through the firewalls and computerized defenses. Originally, she hadn't planned to use it so soon and in this manner, but it acted in pretty much every way she had hoped as layer after layer of elaborate protection fell. But while the program was strong, it still took awhile for it get into the core access files that they needed to run the machine, showing just how well secured this computer was for a civilian.

"Man...I swear, the Pentagon should have this kind of security," said Phoenix as she watched the elaborate defenses fall.

"But it still isn't enough..." said Cyclops as he watched the images on the computer screen as the program finally managed to gain administrator access.

"It never is," said Jean as she began typing in the parameters for her psychic search, focusing on the given area around the North Pole that Mystique had revealed to her, "Okay...This is it. Here it goes..."

"Be careful..." said Cyclops as he took a step back and watched nervously as the main program started to run, hoping that this wouldn't hurt or overwhelm her.

"I'll be okay, Cyclops...I promise," she said, giving her lover one last look of assurance as she began the main scan.

Immediately, as she used her amplified telepathy to initiate the search, she felt an intense surge of power...Almost as if she went from being a mere battery to an entire power plant. She let out a muffled grunt as she struggled to adjust to this new sensation, but quickly adapted to it as she began to get a feel for the function of this vast machine. Many minds and thoughts inundated her from all around the world, but thanks to her many years of mental discipline and training...She managed to filter them all out and focus her search on an increasingly narrow area around the desolate North Pole.

'Come on...Where are you Magneto? I know you're there...I know you're hiding like a coward. Come on...Show yourself!'

She kicked up the intensity and quickly felt the strain on her mind as she began to feel some resistance, most likely from the cloaking device. She pushed herself harder...Pounding and grinding away at it with every ounce of power she could muster. Her eyes were now clenched shut as she gripped the console with increasing ferocity. Cyclops seemed to feel her distress through their link and began to get worried as he took a step closer towards her.

"Phoenix..." he said, trying to push and encourage her through their mind link.

The powerful psychic let out another grunt as the strain on her mind became greater, but she continued to bear it beyond the tolerances of any normal human being. She began gritting her teeth in determination as Magneto's cloaking proved difficult for her to get around. However, it was slowly beginning to fade...She was slowly making her way through it.

She kept pushing and pushing...Determined to break through and find the master of magnetism through all his defenses. Asteroid M was heavily guarded in every conceivable way...But as she got closer and closer...Such defenses proved to be ineffective as she finally got a glimpse of the elaborate facility that had been built as a haven and palace for all mutants. And with the final defenses breached...Phoenix finally got what she was looking for...The location of Magneto's base.

"Errrrrrraaahhh!" she yelled as she finally collapsed from the collectives strain of using Cerebro, penetrating seemingly impossible psychic defenses, and having just gone mind to mind with the most powerful telepath in the world.

Finally, as the program came to an abrupt end, the mutant soldier and powerful psychic collapsed from the strain, falling limply into Cyclops's arms.

"Phoenix!" he cried as he quickly removed the helmet and held her securely in his arms, "Phoenix...Jean...Come on...Speak to me."

She let out a light groan as she began to stir. Her head was throbbing after all the strain it had undergone, but she succeeded in the end...She got what she was looking for and she had completed the task they had been given for this mission.

'Jean...' said Cyclops through their mind link, reaching out to her on a level nobody else could reach, 'Jean...Come on my love. Please...'

'Scott...' she managed to send him as she gradually organized her thoughts.

Cyclops let out a sigh of relief upon hearing her voice deep in his mind, for that was all the assurance he needed from her.

"Phoenix..." he said as he gently held her in his arms and watched her eyes slowly open as the strength gradually returned to her body.

"Cyclops..." she said as she returned to full consciousness...Her determination and drive renewed as the image she had seen with Cerebro now hung strong in her head, for now they finally had the location of their main target, "I saw his base...I saw Asteroid M. And I know where it is..."


AN: Man that's a lot of action! Sorry it ran kind of long, but that's why I had to cut it off here. Shadow Cell versus the X-men...Kind of one sided, wasn't it? Either way, Shadow Cell got what they were looking for. Now Magneto can't even hide from them. It's all beginning to build up folks! Stay tuned to see how this affects things as things begin to unfold now that both the X-men and the Brotherhood have come face to face with Shadow Cell! You won't want to miss it because it's going to get intense! So what do you think? Have you enjoyed this story so far? Please tell me what you think of this elaborate new AU! Send me your comments via email or post them on the fanfiction website. I don't care which one you do as long as you REVIEW! Thanks for reading everybody and I wish you all the best!

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