Disclaimer: I do not own The X-men or G.I. Joe. Red Witch is the one who came up with the unique idea called The Misfits.

"So, where are the troublemakers this time?" Beachhead growled as he, Flint, and Lady Jaye walked toward the cafeteria.

"Oh, they have another session with Psyche-Out."

They paused to open the door. "He decided that Spider-Man should be there too. How he got roped into this is anyone's guess."

Beachhead stood in shock as the other two walked in.

"Misfit sense is tingling." He groaned and continued on in. "Might as well have my last sane meal of the day." Then he screamed as a tentacle made of broccoli grabbed him and yanked him in.

In the background, B.A's voice was heard. "Come back Dumpling!"

Psyche-Out smiled benignly as he wrote on a pad. "Ok. Let's begin."

He looked up and frowned as he saw Pietro being throttled by Wanda. Todd was in a lip-lock with Althea. Then he blinked.

"Trinity, will you please untie Spider-Man?"

"Aw!" The triplets said and went to untie him.

Stuck to the wall was a whimpering wall crawler tied up in his own webbing. "Help me…"

THUMP

"Ouch…."

Lance snarled from a beanbag chair in the corner. "No I don't want to know how they did that!"

Psyche-Out cleared his throat.

Fred looked up. "You might want to drink some water for that."

"Thank you Fred. But I was trying to get their attention."

"Oh." Fred nodded then went back to reading a psychiatry book.

Spider-Man sat up groggily. "Why am I here?"

Psyche-Out grinned as he ignored the rest of the chaos. "Now that I have your attention."

Fred blinked. "Huh?"

"It's time to play a little game to bring each other closer together." Then he paused. "Not that close Todd."

"Dang it!" Althea yelled.

Lance sighed. "Let me guess, some stupid game that will have us either killing each other or causing you to go insane."

Psyche-Out blinked. "Neither. It's just a little game called twenty questions. Fred, you go first."

Cover Girl helped a flinching BeachHead out of the cafeteria.

She patted him awkwardly. "There there, the nasty green thing won't touch you know."

Then they both screamed as a maniacal naked Psyche-Out ran them over. Then he ran away cackling. Fred and Todd followed close behind in Safari outfits. Althea sported a video camera. Lance walked by, snarling at the air.

BeachHead spoke up dazedly. "What was that?"

In the background, Hawks voice could be heard. "Psyche-Out put some clothes on! Quick-Kick don't encourage him!"

Then a yell followed by a ZAP was heard.

Shipwreck yelled out. "Never mind. Storm took care of it."

"WHAT!" Then thunder was heard followed by a screaming Shipwreck.

BeachHead groaned.

In the session room, Spider-Man rocked back and forth in a corner. Wanda and Pietro took turns painting smiley faces on him.