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

Enter The X-men

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: 2006-04-04 - Updated: 2006-04-04 - 9400 words

Sinister Soldiers
Chapter 17: Enter The X-men


The pristine landscape of upstate New York in the county of Westchester was like any other typical American community in the daze of modern life. Both in the suburbs and within the nearby city of Bayville, the people of this area lived much like the rest of the world...Going about their daily lives completely oblivious of the forces that kept everything around them going. Whether it was the lies that fabricate the reality that everyone had come to except or the simple mundane things like how the street lights worked or where their electricity came from, few people ever gave it a second thought as they went about their business. Yet beneath this seemingly mechanical existence, there lurked many untold mysteries within each person and place...And Westchester was no exception.

Perched atop a scenic area not far from a lake was the Xavier Institute for Gifted Youngsters. On the surface, it looked like a large mansion that only the rich and affluent could ever hope to reside, yet in reality it was a school...One truly like no other. The students and staff that resided within were indeed 'gifted' in many ways, but not in the manner one might expect. They were mutants...Men and women born with amazing powers written into their blood, giving them fantastic abilities that ranged from telepathy, to phasing, to flight, and even teleportation.

The institute was run by a wheel chair bound man named Professor Charles Xavier, a former teacher and doctor who once worked with trauma victims in war torn regions. As a man of knowledge and humanity, he believed that mutants were the next step in human evolution...Capable of bringing mankind to a new state of achievement and virtue with the amazing powers that they had been blessed with. However, given mankind's innate fear of that which it doesn't understand, there were many roadblocks on the path to enrichment.

Mutants had been living in secret from humanity for untold centuries, running and hiding from those that oppressed them or simply because they were scared of what they were becoming. However, Professor Charles Xavier had taken it upon himself, using the many resources he had at his disposal with his family fortune and knowledge of both the science and mentality of humans both mutant and non-mutant alike to educate and promote peace and understanding.

As a mutant and the world's most powerful psychic, Professor Xavier sought out and aided those who needed it, helping to teach them that they were not cursed or diseased...They were blessed. At times, he would come across mutants with powerful abilities that they struggled to control. Other times, he would find mutants with unfortunate backgrounds that hindered their ability to live a normal life. Yet through his institute and the resources that he had, he worked to give them all a chance to put these blessings to good use for the benefit of mankind...However, even though he sought peace, he knew that vigilance was always required in a world where so much fear and intolerance resided. And because of this need to be vigilant and protect a world that both hated and feared them, he formed with his proud and dedicated students a team of mutants that helped promote ideals of peace and understanding...A team known as the X-men.


Professor Charles Xavier was in his office where he conducted his usual study. It was midday and the sun was shining brightly through the room, yet an aura of worry and anxiety seemed to hover over him as he watched many of the infamous images he had seen first hand blare across the TV.

Alongside him were three of his friends and fellow teachers who helped him manage the institute and the students within. One was a beautiful African woman with stunning white hair, eyes as blue as the sky, and a gentle aura about her. She was Ororo Munroe, the first teacher to take up the challenge of working here at the institute after having met the Professor as a graduate student in college. She had the power to control and manipulate the weather, hence she went by the codename, Storm.

Standing close beside Ororo was a short, burly man bearing a body ripped with muscle, a bearded face, and a rugged demeanor. He was known to both the students and himself only as Logan, codename Wolverine, and he had no memory of his distant past. He had been the unfortunate victim of a project known as Weapon X where his memories were wiped out and he underwent a procedure meant to turn him into a living, breathing killing machine more animal than man. Through an excruciating process, his entire skeleton was laced with the indestructible alloy known as Adamantium and through this procedure, he was also granted a pair of retractable claws bearing the same metal that came in and out of his knuckles at will. It was a process so damaging that nobody else could have survived it and the only reason Logan did was because he was the mutant ability to heal from any wound and even re-grow limbs if they were lost. This healing also kept him from aging, keeping him perpetually in his mid to late twenties. To this day, he was still uncertain of his age or his past, but through the help of Professor Charles Xavier, he had learned to control the rages that had long haunted him and had become a trusted and respected teacher and mentor to the students at the institute.

Last but not least was a large, ape-like man with blue fur and an appearance that resembled that of an oversized gorilla. With strong muscular arms and the agility and prowess of an ape, one might have suspected him to be some sort of monstrous animal...Yet in reality, he couldn't be more different. He was Hank McCoy, codename Beast. Originally, he had been student of Xavier long ago before he had founded the institute. As a mutant born with ape-like agility and strength, he struggled to stay human. But thanks to the Professor, he grew into a very smart and intelligent man who could match wits with pretty much any other mind that dared to question his brilliance. He was a very calm, passive, amicable man...Almost a complete paradox compared to the beast that lurked within. As a mutant, the manifestation of his appearance was suppressed through the use of a serum he had concocted himself and it had kept him human for many years. Yet eventually, his mutation caught up with him and the serum lost its effectiveness, leading to a rather messy situation that Professor Xavier and the X-men helped him resolve. While he couldn't revert back to his human appearance, he was once again in control of his humanity...Yet it was gained at the cost of his life as a respected high school teacher at Bayville. Nevertheless, he continued to teach, only now he did so at the Xavier Institute where he was well-liked by the students and didn't have to worry about his appearance.

Along with his three associates and friends, Professor Xavier ran the institute with his friends, working for a better future for both mutants and humans alike. But as they watched the images of the X-men fighting the gigantic mutant hunting robot known as a sentinel on the television screen, such a future now seemed all but uncertain.

"This story is on every channel..." said Logan with a bitter tone as he watched the images that the rest of the world now knew so well, "Don't people ever get tired of watching this shit?"

"It's an amazing and unexpected development for everyone, Logan...One nobody could have anticipated," said Professor Xavier in a collected tone as he watched the images on the screen play out once again, "While I knew mutants would eventually be revealed to the public, I had no idea it would happen like this."

Live video of public reactions from riots to citywide lockdowns flashed were broadcasted for all to see, clearly showing the fear and anxiety that dominated in the aftermath of what happened. It was now a world of fear...Everybody was confused and uncertain what was going on...And mutants were at the center of it all.

"Well you have to admit, a coming out like this would hardly spell elation for the public," said Hank in his usual intellectual tone, "One always tends to be weary upon seeing something that seems as whimsical and extraordinary as a team of super powered individuals fighting off a giant robot in the middle of downtown Manhattan."

"Hey, it ain't like that whole mess was our fault!" said Logan, feeling all the more embittered as he heard more slanderous words from the news about mutants, "If Magneto and the Brotherhood hadn't set us up and if Trask hadn't built that damn thing in the first place, then this never would have happened!"

"What's done is done, Logan..." said Ororo in her wise, comforting tone, "This is our new reality now...This is the world we live in now."

"Indeed, Storm..." said Xavier in agreement, "And it's been by no means an easy adjustment. Some cities are imposing an evening curfew, suspected mutants are being lynched as we speak, and fear now pervades among the masses."

"Yeah...Too bad ya can't wipe everybody's mind like ya did at that football game four months ago," said Logan, "Now the whole world is going to hell because of this."

"This is only the reaction old friend..." said Professor Xavier, hoping to alleviate some of the fears he could so clearly sense from his friends, "The public needs time to get used to the idea that mutants exist. We can't change the way we were revealed...But we can shape the way we are perceived. It'll definitely take time...But for now, we must simply learn to adapt to this reality."

"Easier said than done I suppose," said Ororo as she watched a few snippets from the news about public opinion towards mutants, most of which was hardly uplifting, "Right now, I'm worried how the students will handle themselves now."

"They'll learn, Ororo...And so will we," said Professor Xavier as he finally switched off the TV and turned to face his friends, "For now, we just need to give the students as much support as possible."

"And I don't think it could hurt to step up the training sessions a bit more," suggested Logan, for the safety of these kids that he had vowed to protect always came first for him, "It's a dangerous world out there, Chuck...Better they be prepared for it."

"That's understandable Logan, but keep in mind, we don't want to provoke conflict...We want to encourage understanding," reasoned Hank.

"Hey, all the public understands now is that a bunch of mutants were fighting a giant robot in the middle of Manhattan," grumbled Logan in response, "Stuff like that ain't easy to get over no matter how ya look at it."

"Be that as it may Logan...It shouldn't change our goals or hinder our aspirations," stated Xavier, sounding remarkably strong in the face of such new challenges, "Time will go on...Both the students and the world will adapt. We've all trained them well...We've all watched them grow. But we have to accept that there will be troubles at times and some of them will most certainly evolve into all out conflict, but it is for this and many other reasons why the X-men exist...And we must never forget that."

A heavy silence fell upon the room as the Professor's words resonated in the minds of the three institute teachers. While their primary concern was still the safety of the students, the ideals that they had imparted to them throughout their time here remained despite the many tribulations they faced both as mutants and as regular human beings. And if this unexpected turn of events was any clue, those ideals remained strong for everybody.

"So what do we do now?" asked Ororo, feeling as though there was still a great deal of uncertainty to manage in wake of this new reality.

"For now...We must simply take it one day at a time," said the Professor, sounding somewhat more optimistic as he looked back at his weary friends, "We must continue to do as we've always done and help those who need it. This issue will continue to evolve, but we must give it time...And above all, we must never forget why we do what we do. Otherwise the very principles for which this institute was founded upon would be lost..."

With many lingering issues still remaining, the three institute teachers chose to make their leave and find their own way of dealing with this new world. Hank decided to head down to the lower levels where he would busy himself with his never-ending work on the advanced machinery of the institute ranging from the advanced X-jet to the holographic training room aptly named the Danger Room. For Logan, however, he was still noticeably grumpy about the whole thing. Yet no amount of anger could change what happened. He always had a tendency to be somewhat of a loner and it clearly showed to the select few that knew him well as he made his way out of Xavier's office and down the halls with Ororo still walking besides him.

"This is all my fault, ya know..." he muttered angrily to himself.

"Oh come now Logan, what makes you say that?" said Ororo as she looked over at her long time friend.

"I was the one who got trapped by Trask...I was the one who allowed myself to get captured and draw you all out into the open," he continued to muse, kicking himself hard for allowing his actions to bring about such great turmoil, "If I hadn't let Sabretooth get the better of me along with those Friends of Humanity pricks everything could have..."

"Logan, stop..." said Ororo, not letting him go any further blaming himself for something like this, "It wasn't your fault...You were tricked, we were tricked, everybody was tricked. Everything came together so fast and it's not worth blaming yourself over. What happened would've happened one way or another...Magneto wanted it that way and so did Trask."

Logan let out a low grunt of frustration, hating that he had been so powerless to do anything when he let his arch nemesis, Sabretooth, lure him into a trap that led him into hands of the mutant hating Friends of Humanity where they tried to test a killing machine on him...However, in the end the test left a far greater impact...Magneto saw to that. Logan, being the man he was, hated feeling powerless because it often caused him to revert back to the animal-like instincts that he so easily lost control over. Yet as a teacher and guardian of the institute, he would never allow himself to sink to that level after everything he had found here at the institute with the students and friends like Ororo...It was just difficult to ascertain that the world was now so different as a result of him and the others being pawns for both the Friends of Humanity and Magneto.

"I should've done something..." he said once more, not letting himself off the hook that easily.

"Hey, it's over now, Logan..." said Ororo in a comforting tone as she placed a hand upon his weary shoulder, "We did what we could...And if we hadn't fought off that sentinel, it could have been much worse. I know you Logan...I know you better than anybody else here. And I understand why you feel this way...I understand that you felt as though you were a pawn once again in some mad-man's game."

"It ain't that simple..." he said, not wanting to admit to himself just how right she was.

"You're right...It isn't," said Ororo, managing somewhat of a smile despite the situation, "But for that very reason, the students need you now more than ever. And you most certainly won't be helping them by blaming yourself for what happened."

Knowing he could never win an argument with Ororo in a million years, Logan let out an exasperated sigh. Looking back at his long time friend who had been there with him when the institute was first formed, he felt a little better as he once again considered the kids that he had become so protective over. Sulking wasn't going to make them any safer, that much he couldn't deny. But as he and Ororo stood in the hall of the vast institute, he could safely be a assured of one thing...The X-men definitely had their work cut out for them now that mutants were known to the public now.


Back in Xavier's office, the crippled man decided not to depress himself with further TV viewing and retrieved a few books. As a man who had long dealt with the subject of humanities and society, he knew that mankind was a complex force. Adding something like mutants into the mix was surely cause for all kinds of upheaval, but as a man who had seen many sides of humanity, Professor Charles Xavier was still confident in his dream that mutants and humans could live in peace...It would just take time.

As he sat back and looked over some of the many books he had in his collection, suddenly he felt the windows nearby blast open in a strange gust of wind. At first, it didn't startle him too much, but when his wheelchair began to suddenly move on its own, he quickly ascertained what was going on as a new presence entered the room...A presence he knew all too well..

"Magnus..." he said even though he couldn't see him directly, but he knew it had to be him.

"Hello Charles..." came a deep voice as the curtains fluttered and an old man with white hair wearing a strange helmet and cape descended into the room, lifted by the unseen force of magnetism, "I see you and your institute have been managing well since the...Incident."

"Yes, we've been coping..." said Xavier, not at all daunted by the ominous presence of this man who was once his closest friend, "But it's been an eventful week with everything that's happened...As you should very well know."

"Indeed I do, Charles...Remember, I was there," he said in his deep, imposing tone that had always struck fear in the hearts of his enemies, yet despite this, this crippled man seemed to be the only one in the world never daunted by his presence, "But I have not come to give you a refresher course on everything that's been so eloquently broadcasted on the news...I came here to talk."

"You tricked us and many others, Magnus..." said the Professor, not letting his ominous tone strike him in the slightest, "You know as well as I do that what you did was quite extreme even by your standards."

"I did what I did to prove a point...And I succeeded," said the master of magnetism as he looked back at his old friend, "For years, I have been plotting the day when mutants would come out of the shadows where they have been forced to reside for so long...And for years I have been telling you time and time again that once we were revealed to the world, humans would never accept us."

"Humans have a hard time accepting anything that is presented to them in the manner of violence...And in the case of what you did, I can hardly blame them for their fears now," quipped the Professor, knowing that this man had diverged long ago from the man he once befriended.

"It still proves what I've been saying for many years, Charles!" said Magneto firmly, "You may not have lived it like I have...But I know from personal experience that mankind is SICK! They hate, fear, and oppress like the animals they are!"

"They hate, fear, and oppress that which they don't understand..." retorted Professor Xavier, "The first glimpse they saw of mutants was of them fighting a giant robot in the middle of Manhattan...How can you say that their fearful reaction proves anything?"

"If it hadn't happened then, it would have probably happened in some other way that most likely would have been even more catastrophic," quipped Magneto a cold tone, showing that he had no remorse for what he had done, "Have you seen the state in which mutants are forced to live? Some are forced to live in sewers, ghettos, and other inhospitable areas below the human race when they should be the ones living above...Ruling over their simple-minded oppressors."

"I'm fully aware of what you speak of, Magnus...But that is why this institute exists...That is why I do what I do. You and I once shared the same dream, my friend...We once believed in using our powers to make a positive difference for both mutants and humans alike."

"And I used work for that very goal...Yet that was another life, Charles," said Magneto, his tone growing somewhat more bitter as he remembered how he had slowly diverged from that which he and Xavier once so ardently believed in, "I have become more aware since then...I have seen that the peace you seek is nothing more than a dream...A self delusional lie that you keep trying to convince yourself of. And over the years, I have been trying to get you to wake up from that dream and see the world for what it really is...Yet you still continue to oppose me."

"And I will keep doing so as long as you keep threatening the world which you have come to hate so much because of your own bitterness..." said the Professor adamantly, making sure that his old friend knew he was serious.

"I'm warning you, Xavier..." said Magneto in a threatening tone as he used his powers to send his wheelchair flying back against the wall in a show of force, "My offer to you and your students to join me still stands...But if you choose to continue living in your dream world, then I'll have no choice but deem you and your students my enemies until the day you see the light..."

"If that's the way you see it..." said Xavier as he recovered from his old friend's sudden show of force, "Then all I can say to you is I'm sorry, Magnus..."

With a bitter look on his face, Magneto slowly ascended into the air and looked back down upon his wheelchair bound friend with a mixture of pity and frustration.

"I can't tell you how disappointed I am in you old friend..." he said in a cold tone, "You've seen for yourself time and time again just how sick humanity is...Yet you still insist on deluding yourself and your students. But if you take anything from what I've shown you thus far...Remember one thing, Charles...Stay out of my way."

And in a gust of wind, he was gone...Leaving behind the anxious professor as he felt a deep sense of remorse for his friend, knowing that if he threatened mankind, he would be forced to fight him...But deep down, he wished he didn't have to.


Outside and throughout the institute, many of the students had found their own ways of coping with the radical new world they were now living in since mutants were revealed to the public. While it had been a hard, unexpected development, a week of learning and coping had helped the others to more or less accept the reality of the world now. At times, they had to help each other get through it, for no matter how hard it was, there was no going back.

Out near the pool where some of the students had chosen to unwind after another hard day in the life of being a mutant, a young handsome man with blonde hair and large angelic wings sat upon one of the nearby chairs watching the others had a good time while he sat lost in his thoughts. He was Warren Worthington III, codename Angel, and he was the first student to enroll at the institute. Born into a rich family, Warren had been blessed with a life of wealth, yet his mutation caused a great deal of strain in the family. Luckily, the Worthington's had known Xavier for many years on a personal level and when they heard that he had just founded an institute with no students enrolled, they sent Warren there. And while they told him they wanted him to learn to accept what he was, in reality they wanted to distance themselves from him, which was hard enough on Warren, but over time things had improved as he came to embrace Xavier almost like a second father. While he tended to be reserved and conceited at times, he was still well cultured and good natured, and since he had been at the institute the longest, he was given the responsibility of leader to the rest of the X-men.

As Warren watched the younger students in the pool, he wished he could have their carefree attitude. Most of the students that were in there was a part of a new group of mutants that Professor Xavier had just taken in before the Sentinel incident. They were young, inexperienced, and oftentimes took things too lightly, yet they were still learning and the Professor had seen potential in a few of them.

In the pool, the New Mutants as they were called, laughed and splashed each other, working to deal with their new reality in their own way. Among them was young Bobby Drake, a young mutant with the ability to make ice, hence the codename Iceman. Near him was the young Chinese American girl from Beverly Hills, California named Jubilation Lee, who had the power to make bursts of volatile fireworks, and was more commonly referred to as Jubilee. On the diving board was a slightly older blonde haired boy from Cumberland, Kentucky named Sam Guthrie who spoke with an accent and had the ability to blast through the air like a rocket, and thus he also went by the codename Cannonball. Watching Sam with a flirtatious look off to side of the pool was an attractive young woman with short blonde hair and a somewhat excessive amount of makeup on her face. She was Tabitha Smith, a girl with the power to make little energy bombs in her hands, earning her the codename Boom Boom. Lying next to her sunbathing was a tan-skinned girl named Amara Aquilla, a princess from the kingdom of Nova Roma who had the ability to create and manipulate lava, which earned her the codename Magma. Sitting beside the pool not far from Tabitha and Amara was a young Brazilian boy named Roberto DeCosta, born with the ability to draw power from the sun, hence the name Sunspot. Sitting across from him was a young man with a red streak in his hair. He was Ray Crisp, who had the ability to create powerful electrical bursts. And beside Ray were two other young mutants, Rahne Sinclair and Jamie Madrox. Rahne was the daughter of an old friend of the Professor's, Moria MacTaggart and could shape shift into a wolf as her codename, Wolfsbane, implied and young Jamie Madrox could make duplicates of himself, earning him the name Multiple.

As Warren watched the current scene unfold before him, the younger mutants were all cheering on Sam as he stood upon the diving board, hesitating briefly before he jumped. However, all those present kept yelling encouraging words to him, urging him to make a splash only someone with his powers could make.

"Come on Sam! Jump already!" said Roberto from the side as young Sam hesitated somewhat before jumping.

"Yeah Sam, do what your name says and give us the cannonball to end all cannonballs!" urged Bobby as he and the others kept cheering him on.

"Ah don't know..." said Sam wearily, "Ah've still been trying to refine it with Hank and the Professor since Ah got here and Ah don't wanna go off and end up hurting someone if I go haywire..."

"Oh come on, Sam!" said Jubilee, eager to see him make a splash just like all the others, "You worry too much! Just do it!

"Yeah, don't leave us hanging!" urged Ray.

"Yeah, do it, man!" yelled Roberto, "Nobody here is going to shut up until you do!"

Upon hearing all the urging from his friends, Sam honestly considered it as he thought about his knack for allowing his powers to go haywire and cause him to crash into this or that. It had happened many times before...Xavier had the repair bill to prove it. But then again...He did love blasting and his friends were being very insistent.

"Jump! Jump! Jump!" they were all urging.

Then, as he looked off to the side and saw Tabitha give him another one of those flirtatious looks that she so often loved to flaunt, Sam got the confidence he needed and prepared to make his leap of faith. His body glowed as he prepared to take off like a rocket, which also made him invulnerable as he so often needed to be at such high speeds. Then, with in one single burst, Sam Guthrie shot up into the air at great speeds, ascending to great heights until he reached the point where the pool below was just no bigger than the size of a quarter and with one quick turn of his body, he began to plummeted down towards the pool at high speeds. The loud noise of his blast began to grow as he got closer, heightening the anticipation of the others as they waited eagerly. Then finally, Sam impacted the water like a falling meteor, causing a splash of water that shot up into the air like a giant fountain, covering everybody in and around the pool.

At first everybody had to shield themselves from intense splash and those that were in the pool were nearly knocked off their feet by the ensuing wave, but once Sam surfaced and everybody recovered, they all cheered.

"And that mah friends...Is why they call me Cannonball!" proclaimed Sam proudly.

While Warren had been far enough away not to be affected by the splash, he had seen the whole thing and it did little to affect his demeanor. He was still somewhat baffled how they could all be having so much fun with the recent memory of the sentinel battle still so fresh in everybody's mind. While he had a reputation for taking things too seriously and being somewhat of a stiff, it didn't make it any easier on him.

"How can they be fooling around so much at a time like this?" he asked himself aloud, "Why don't they take things seriously?"

"Maybe it's just because you take things serious enough for all of us, luv," came a familiar British voice from behind.

Knowing all too well who that voiced belonged to, Warren turned to see Elizabeth Braddock, or Betsy as she liked to be called. His mood then lightened somewhat upon seeing her as she sat down next to him with a look of concern on her face, for she had always been one of the few forces on the planet that could get Warren out of a rut.

"Hey Betsy..." said Warren, managing a small, yet forced smile as he diverted his attention from the meandering new recruits, "What brings you out here?"

"Got tired of watching the news," muttered Betsy as she relaxed in the warm sunny weather.

"Is it still on every channel?" he asked with a groan.

"Yep, the media still won't let up about this whole bloody mess," she said with a stressed tone, "Its bad enough we deal with it at school, but now they have to take away TV as well."

"I know...It's a bad situation for all of us," said Warren as he began to relax more in Betsy's presence.

"That's putting it lightly..." she said in agreement as they both turned their attention back to the New Mutants as they continued to mess around in the pool.

Warren and Betsy had always found comfort in one another even during times of crisis such as this. As the two oldest and most experienced students, they had developed a special bond since their initial recruitment. Betsy, having also been born into a rich family, was blessed with money, privilege, and beauty. And unlike Warren, she could hide her mutant powers because she was originally only a telepath. Yet in a bizarre accident involving a shady group known as The Hand, young Betsy had her mind transferred into that of a young mutant ninja. It had been a messy situation for her, but she managed to get out of it...Although it did come at a price. In the end, the original body that she had been born in was destroyed in her escape and she was henceforth stuck in the body of a mutant ninja permanently.

It had been a traumatic ordeal for Betsy since she had been only 14 when it happened, but since her family had known the Worthingtons, they learned of Xavier and his institute and sent her there in order for her to learn build a new life in a new body. It had been a rough transition, but the body she had did lend her a few perks. While she retained her telepathy, she also gained the skill and knowledge of being a ninja along with the ability to form special psionic blades of energy that she had come to wield with great skill. Such great change took time for her to get used to, but despite the difficulties she remained the same woman she always was.

Both in and out of uniform, Betsy had a knack for being sassy and witty, earning her quite a bit of popularity in school and with many others around the institute. In addition, her fit, ninja body garnered plenty of attention from the opposite sex...Much to Warren's dismay. And up until the sentinel incident, she had even dated a guy from school named Duncan Matthews, the star quarterback of the football team and a known womanizer that couldn't seem to resist a girl like Betsy. For many others, however, they knew Duncan was by nature a jerk who was very self-centered, spoiled, and pig-headed. Not to mention, he and Warren clashed many times even before mutants were ever revealed to the public...Mainly over Betsy. Yet in wake of the sentinel incident, Betsy had broken up with him upon seeing just how big a jerk he was as everybody else had already known.

Now, Betsy and Warren were romantically involved and they both couldn't be happier about it. Warren had always harbored a deep crush on her since they both lived and grew here at the institute and over time it had become quite serious. Betsy also had also developed feelings for him as well, but she only truly realized just how deep they were in wake of the whole Duncan thing that she now regretted so much. She hated that he came between her and Warren and she wanted to make things right with him now...Pursuing what they both should have pursued long ago. It was by no means an average relationship...But it was most certainly one they had come to treasure especially during this time of distress.

"You think it'll ever get better?" asked Warren, breaking the silence as they both continued to watch the New Mutant's fool around in the pool.

"Honestly...I don't know," said Betsy as she gently took her winged boyfriend's hand and gave it a reassuring squeeze, "I may be psychic, but that doesn't mean I can see the future. I hope it does...And I think it really will as long as we believe. The Professor had taught us his message for years...I guess now its being put to the ultimate test."

Her words offered some comfort, but there still remained a great deal of uncertainty overall. Nevertheless, as they watched their younger friends deal with this troubled world in their own little way, both Betsy and Warren found some reason for hope as they sat closely in one another presence, holding hands and simply finding their source of comfort as well with each other.


While Betsy and Warren were sharing a moment together, in the distance under a tree, a young pale skinned woman with a white streak in her hair and a somewhat gothic style appearance. She was reading one of her many books that she so often spent time losing herself in, tuning the rest of the world out...But as she watched Betsy and Warren eye each other with that deep, amorous look that she often found so hard to watch, she found herself letting out a deep sigh...For it only reminded her of the curse that she was forever doomed to live with.

Her name was Rogue, a southern born woman from the backwaters of Mississippi, and like most everybody else at the institute, she was a mutant. She had the ability to absorb he life energy of anybody she touched, giving them their strength, memories, and abilities. Yet while this made her a strong mutant, it meant she could never touch anybody without hurting them...Dooming her to a life of isolation.

And because of this isolation, it often saddened her to see others touching and showing affection to one another in a manner that only reminded her of what she would never get a chance to experience. And it didn't help that she had once harbored somewhat of a crush on Warren when she first joined the institute. In fact, she hadn't even been with the X-men from the beginning and had for a time been unofficially allied with their arch rivals, the Brotherhood of Mutants. Yet eventually she saw them for who they were and came to embrace her life with Xavier. While she was often assured by others that she would one day find control, she wasn't very optimistic to say the least.

Rolling her eyes at the sight of Warren practically drooling over the purple haired woman beside him, Rogue turned her attention back to her book and tried to divert her mind from the ever annoying sight that so often soured her mood. While she often found it hard to keep her eyes off a guy she once really liked, she had come to accept that there was just no way for anybody like her to ever grow close to anybody.

Just then, as she finally managed to divert her attention away from Warren and back towards her book, a voice once again interrupted her thoughts.

"You ever gonna stop eyein' bird boy, cherè?" said a somewhat amused looking young man with mysterious red on black eyes and a deep Cajun accent.

"Damn it Gambit!" said Rogue, startled by his sudden presence, "How many times do Ah have to tell ya not to sneak up on meh like that?!"

"Hey...It's a thief thing," said Gambit with a cocky tone that had come to personify him so much to those that knew him, "And besides...It's fun."

"Yeah...Well have yer 'fun' somewhere else, will ya?" she said in an irritated tone as she marked her book and closed it, knowing she could never focus in this man's presence.

"Sorry, but Remy can't help it if ya have the most entertaining reaction...Each time is just as sweet as the last," said the Cajun mutant as he sat down next to her.

Rogue just rolled her eyes at the ever flirtatious game that she so often found herself playing with Remy Lebeau. He had joined the institute not long after she had when they found out that Magneto was trying to recruit him from his life as a thief back in New Orleans. However, the only reason he didn't end up with him at first was because Betsy did some playful flirting with him that made him change his mind. Nevertheless, he eventually came around and grew to embrace Xavier's ideals.

With uncanny agility, skill, and cunning, he was a strong fighter...Yet in addition with his power to charge any object and make it explode via kinetic energy, it made him quite a force to be reckoned with. His weapons of choice were a bow staff that he had been trained to use well thanks to his adopted father Jean-Luc and deck upon deck of playing cards which were like 52 little bombs that he could easily carry with him wherever he went. He was a smooth talking man of confidence and style, and his love of cards earned him the codename Gambit.

While it had been a major transition from the chaotic streets of New Orleans to the humble life of a student and an X-men, the Cajun born man had come to appreciate his role in the X-men...Thanks in no small part to his ever persistent fascination with Rogue and how he always seemed to swoon over her no matter how many times she pushed him away. Yet while she always reacted to him with scoffs and cynicism...Remy could tell that she kind of enjoyed them, otherwise she wouldn't have played along like she had since they developed somewhat of a close friendship...Despite certain annoyances that only seemed to make their unique interaction all the more intriguing to the both of them.

"Ya really ought to stop kiddin' yourself with wit Warren, cherè..." said Remy as he began casually shuffling a deck of cards, "Ya know de guy only has eyes for Betsy now."

Rogue didn't want to admit that Gambit was right, but it was pretty much unavoidable at this point as she once again looked over at the couple still sitting near the pool. She may have gotten over her initial crush on him at this point, but seeing him with Betsy was still a harsh reminder of what she could never have no matter how much she yearned for it.

With a deep sigh, Rogue closed her book and got up, choosing to forego the constant annoyance of seeing Warren and Betsy all lovey dovey and return to the institute for a little privacy. However, Remy still followed as he so often did.

"Hey come on, cherè...Don't feel bad about it," said Remy as he saw the somewhat distraught look on her face, "Just because nothing seemed to happen wit you an' Warren doesn't mean ya should give up on findin' dat special someone."

"Yeah...Like it would mean anything," she muttered, looking down at her covered hands, a grim reminder of her curse.

"That's still no excuse to give up on it," said Remy as he walked with her into the institute, "Things could change...Ya may one day learn to control your powers. And then what will ya do?"

"If by chance Ah ever could control them..." she said, stopping and turning back towards the Cajun mutant, "It probably wouldn't change much anyway. With the way things are now, it would..."

"Now you're just makin' excuses Rogue," said Remy with an amused laugh.

"Hey! Ah'm just statin' the obvious here! Haven't ya been watchin' the news?" she said, getting annoyed both by his ever insistence on pushing her buttons and by the unpleasant thought that he was probably right on many levels.

"Since when have ya known Remy to care about what de news says?" quipped the Cajun with a grin.

Rogue just threw her hands up in defeat as she turned up the staircase and headed towards her room, feeling as though it was a lost cause trying to prove a point to Remy Lebeau.

"You're crazy...Ya know that?" she said back to him, as she ascended the stairs.

"In some ways...Maybe," he grinned, "But den again...Ain't dat what ya like about me?"

As much as Rogue wanted to argue that point, she knew it was a lost cause in her mind since it was an argument that she couldn't win. She may not have enjoyed many aspects of her existence because of her powers, but for some reason Remy just never saw that part of her when he looked at her. While she'd never openly admit it, a part of her did like his playfulness around her and he help keep her spirits up whenever she was down because of her powers or for any other reason. She may have pushed him away in some ways, but in others she sought him out and that's what kept Remy coming back and that's what kept life for the both of them interesting even with the current state of the world.


In the kitchen of the Xavier Institute, the walls were spattered with the residue of several rather nasty cooking experiments. There was a mountain of pots and pans piled up in the sink, the cabinets were a mess, and a lingering smell of burnt pastry hung strong in the air. Normally, this wasn't the state of the kitchen, but thanks to the novice and inexperienced culinary skills of Kitty Pryde, another student at the institute that had been an early recruit for the X-men, everything was a mess.

Kitty Pryde, or Shadowcat as she was called when she was in uniform, was a typical, upbeat teenage girl from the affluent suburbs of Chicago. Born into a comfortable family in a comfortable living environment, few people would have suspected her of being a mutant. She bore a petite, innocent appearance, had long brunette hair that she often kept in a ponytail, and beautiful blue eyes. Yet her powers had nothing to do with appearance and everything to do with action. Her mutant power was that of phasing, which granted her the ability to pass through solid objects. She could pretty much sneak in and out of anywhere she wanted and since joining the institute, she had learned to control it quite well. She was lucky, for her powers didn't affect how she looked or acted...Which could not be said for her friend that was with her, watching in amusement as she struggled with the oven.

Kurt Wagner, a boy one year older than Kitty, had one of the most unique mutations in the institute. Unlike most of the others, his mutation affected his appearance severely so that he looked very unusual. His whole body had a somewhat bent disposition, he had yellow eyes, short blue fur covered every part of his body, and he even bore a tail with a spaded tip at the end. Such an appearance also extended to other physical traits such as a powerful knack for agility that most normal humans could never hope to accomplish. And in addition to his looks, he also had the ability to teleport anywhere within a two mile radius. He looked so inhuman that he had to wear a special image inducer that projected a more human-like appearance because anybody who saw him would have probably mistaken him for a demon of sorts. However, nothing could be farther from the truth. Kurt was a kind, good natured young man with an energetic and funny personality.

Born in Germany, Kurt Wagner spoke with a German accent and was the biological son of Mystique, the shape shifting woman that ran the Brotherhood of Mutants, the X-men's arch rivals. As an infant, he was dropped into a river by Mystique when she had tried to save him from a heinous experiment that partly contributed to his current disposition. Luckily, he was found and recovered by a rural German family that adopted and raised him as their own until he came to America to join the institute, where his family hoped he could make something of himself. It had been a great change for him, but he had learned to really enjoy being a part of the institute and was a part of the main team. In uniform, he went by the codename, Nightcrawler and as an X-man he had found a place where he could truly be himself. He had made many friends at the institute since he joined, like Kitty, and had even found out that Rogue was his foster sister, so he also had family there as well. It was a bit rough at times knowing that one of the big enemies of the X-men was his own mother, but he had come to accept that and with support from both his friends and Rogue, it had gotten easier.

The two mutant teens had been fairly close friends since they had joined the institute around the same time. They both shared many common personality traits, but when it came to skills, such as cooking, there was room for discrepancy.

"Oh no, not again!" groaned Kitty as she took her 'muffins' out of the oven, "Like, what did I do wrong this time?"

"Vell I vas trying to tell you Kitty...You have to pre-heat an oven before using it and you need to actually mix the flour instead of just pouring it on," said Kurt, trying hard not to laugh at the unrecognizable pile of pastry that Kitty had been trying to make for the last four hours now.

"Oh I give up..." said Kitty as she tossed the tainted pastries away and looked at the mess she had made, "Four hours and six tries later and I still can't get it right. Why does cooking have to be, like, so hard?"

"Some people just don't have a knack for it, I guess," shrugged Kurt, "And I think ve can safely say that you're one of them."

"Hey, it's not like I didn't try!" shot Kitty in response, trying to justify her culinary skills even though it was clear she couldn't do so to save her life.

"I never said you didn't," said Kurt quickly in response, holding up his hands in defense.

"Then would you at least wipe that stupid grin off your face?" she said, growing all the more irritated by her friend's reaction to her failures in the kitchen.

"I'm trying..." said Kurt, biting his lip despite Kitty's angry expression, "But I can't help it..."

With a defeated sigh, Kitty gave up trying to defend her lack of kitchen skills and sat down at the table where Kurt had been watching her. As a straight-A student, Kitty didn't like to fail, but cooking was just not her strongest skill. Advanced math she could handle...Making muffins that were edible, she couldn't.

"Well at least one of us had fun," said Kitty as Kurt's humored grin finally began to fade, "I can handle the danger room, but I can't handle the kitchen..."

"Hey, it's not entirely bad," said Kurt, trying to help her feel more upbeat despite her incessant inability to cook something without deforming it.

"Oh please...Even you wouldn't eat it, and you practically eat anything," retorted Kitty.

"Hey, I can't help it if I have a hyperactive metabolism," said Kurt, "Just like you can't help your cooking skills. Isn't a part of being at the institute learning to accept yourself for who you are?"

That comment actually got Kitty to laugh somewhat which in turn did help her feel a little better. Kurt may have been a jokester, but that was one of the things Kitty liked about him since it made him a nice guy to be around. Even though she was a bit weary of him when they first met, she had come to see beyond his appearance and enjoy the personality that made him who he was. She been around enough overly serious people like her parents, Warren, Logan, and one time love interest and Brotherhood member Lance so it was nice to at least know someone who knew how to relax and stay upbeat even in the face of a dangerous and uncertain world.

"Well, at least I know not to take Home Ed next year," said Kitty as she rested her head on her arms, tired from four hours of incessant mishaps, "That's one class I'll, like, never bother with no matter how vital they say culinary skills are."

"Hey, vhen in doubt, do vhat I do...Fast food!" said Kurt.

"Gross," said Kitty with a disgusted face, "You, like, know I'm a vegetarian Kurt."

"Oh come on, its good stuff!" said Kurt with enthusiasm in his tone, "Vhat's not to like about a grease filled burger?"

Rolling her eyes, Kitty just shook her head in amusement, not understanding how somebody could eat food that's so bad for the body. Then again, this was Kurt she was talking to.

Just then, Ororo walked into the kitchen, intent on starting dinner. But upon seeing the state of the kitchen, she now had a feeling that they would be ordering pizza tonight.

"What on Earth happened here?" she said as she looked over at the messy counters and the mounds of pots and pans in the sink.

"Kitty tried to make muffins..." answered Kurt, earning him a rather exasperated look from his friend.

"I see..." said Ororo, not needing to know any more.

"Like, sorry Ororo...I'll clean it up, I promise," said Kitty as she got up and looked over at the mess she created, not feeling too enthused about the task ahead of her.

"It's okay child," said Ororo, unable to suppress her laughter as she saw some of the stains on the counter that only someone with truly poor cooking skills could make, "I'll help you. Just let us know next time when you want to cook something."

"Believe me, Ororo...If I never have to cook again, it'll be too soon," said Kitty as she looked at a pan with burnt pastry stuck to it.

"Amen to that!" said Kurt in agreement.

It was an unusual institute full of students with unusual traits. It had grown so much since the fateful day when Professor Charles Xavier chose to carry out his dream and dedicate his life to helping mutants everywhere and for many of the students that had come call this place home, it would always hold a special place in their hearts. As a team, they worked to protect a world that hated and feared them...Yet it was all just another aspect of their complicated lives both as mutants and as X-men.


AN: Well, that's it for now. This, my friends, is the X-men in the Shadow Cell universe! I know I took a few liberties with the characters and overall lineup of the team, but I really wanted to set this universe apart from all others. Betsy and Warren are kind of replacements for the void that Scott and Jean never filled in this world, but hey...At least it means they get to play a part in this fic! And just so you know, there's no Evan in this universe. Instead, I chose to have Gambit take his place. Sorry all you Evan fans. It's just easier this way given what I have planned. Stay tuned though, because next I'm introducing the Brotherhood! It's a little different for them too, but you'll just have to wait and see for yourselves! So what do you think so far? Do you want to see just how different these new dynamics will affect this world? Please tell me what you think! Send me your reviews via email or post them on the fanfiction website! Thank you all very much for reading and I wish everybody the best!

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