A/N: This is my first X-Men Evolution fanfic, and I'm very excited to start it. I apologize for the the poor title, my brain wouldn't come up with anything better. Anyway please review, and if you have any suggestions for the title, please do not be afraid to share them.

P.S. Just a reminder, this is set in an alternate reality. Please do not get upset if the details do not match with the show. Thank you.

Disclaimer: I do not own any of the characters in the story, they are the respectful property of Marvel Comics and Warner Brothers Studios, I just write stories about them.

"No!" the woman screamed as she watched the building she called 'home' being engulfed in flame. She tried to run back into the building, but a man held her back. She struggled against him, determined to break free from his hold. He held her tightly, refusing to give in. The roof of the building crumbled, and the only thing the woman could do was watch in horror.

Mystique sprang upright in her bed. She was covered in sweat and shaking. "Clam down, Raven," she consoled herself. "It's just a nightmare." she hugged her legs close to her chest. Gentle she started rocking, something that always helped after she woke up from one of her 'nightmares'. This time it took longer then usual. After a few more minutes, she finally managed to fall back asleep.

Awaking five hours later, Mystique got out of bed. She took a quick shower before putting on her uniform. She stalked down the stairs, careful not to wake any of the Brotherhood. She walked into the kitchen, and opened a window. She climbed onto the sill of the open window, and in one quick leap, turned into a falcon and flew off towards the east.

She reached her destination as the sun reached its zenith. She unfolded her legs, and landed on the shoulder of a tall, very hairy, man.

"What took you so long?" the man asked with a very gruff voice.

Jumping off the man's shoulder, she turned back to her normal form. "It's a long flight to here from Bayville," she answered.

"Doesn't matter. Magneto hasn't arrived yet either.

"I can tell."

"If he's not here in five minutes, I'm leaving," he snarled.

"Relax, Sabertooth, he'll be here. When, he feels the time is right," she said as she studied her nails. He growled in response.

"She's right," Magneto said as he appeared out of the trees. "I'm glad you both could come."

"What did you want?" Sabertooth growled, his patience wearing.

"You see that compound over there, behind that stone." Magneto pointed. "In there is a research facility."

"What are they researching?" Mystique asked, her curiosity getting the better of her.

"That, my dear, would be the 'cure' for mutants." he responded. "That is also why, we need to stop them."

"How are we going to do that with only three of us?" Sabertooth asked.

"Trust me, three is enough," Magneto said. "Those humans didn't place much security on the compound, thinking that the location was remote enough that no one would find it. Now then, shall we?" Magneto flew off towards the compound, Mystique and Sabertooth following behind him.

Magneto used his powers to open the metal doors of the compound. Two guards by the doors aimed their weapons at him, but he quickly disarmed them. Once disarmed, Sabertooth and Mystique made quick work of incapacitating them.

Cerebro notified Charles Xavier of the attack on the compound. "X-Men," he said over the intercom. "Magneto is attacking a compound several hours away; I'm sending the coordinates to the GPS on the X-Jet. Be careful: he most likely has company."

"That was easy," Mystique said as she finished tying up the last person.

"You're not done yet!" Wolverine shouted at her. The rest of the X-Men were standing behind him.

"Oh goodie," Mystique cooed. "For a second I thought I'd spend the rest of the day doing nothing." Mystique launched at the X-Men.

In a matter of seconds, Sabertooth joined her, heading straight for Wolverine. He jumped on top of Wolverine's chest, forcing him to the ground. Wolverine kicked him with both legs, and sent Sabertooth flying over his head. Sabertooth landed with a loud thud. Growling, he picked himself up off the floor.

"Hey hairy, over here!" Rogue shouted at Sabertooth, trying to distract him from Wolverine.

"Rogue, stay out of this! Go help the others!" Wolverine scolded.

Sabertooth had paid no attention to Rogue, determined to rid the world of Wolverine. He took a running start, lowered his head, and threw as much force as he could into Wolverine's stomach. Wolverine crashed into the wall.

Dazed, Wolverine tried to get up. With a satisfied grin, Sabertooth walked over to him, wrapped his fingers around his throat, and lifted Wolverine off the ground. "Looks like it's the end for you, Wolverine," he snarled.

"Not yet!" Rogue ungloved one of her hands, and pressed it against a bare spot of skin on Sabertooth. He howled in pain as Rogue drained his energy. He let go off Wolverine, before collapsing on the floor.

"Aw man, why does this always have to happen?" Rogue asked herself as she started growing hair at an alarming rate. She bent down near Wolverine. "You alright?" she asked, holding her hand out to him.

"Fine. Are you forgetting something?" he looked down at her hand.

"Oh, right." she said, covering her bare hand. When she finished, she offered the gloved hand back to him.

Storm was left fending off Mystique, after sending the rest of the X-Men off to find Magneto.

"Why don't you just give up?" Mystique taunted. "You can never beat me."

"I can and I will!" Storm shouted, she targeted several lightning bolts at Mystique.

Mystique gracefully dodged them. "Is that the best you can come up with?"

"Watch." Storm's eyes turned white as she focused more energy into her next move. Mystique took the opportunity to grab hold of a pipe hanging from the ceiling. She kicked off the ground, sending herself into the air. When her feet were level with Storm's mid-section, she kicked her hard.

Storm was forced a few feet away, and into an adjacent pipe.

"Storm!" Jean screamed as she entered the hallway. She had just come back with Scott from the room they were searching. Jean used her telekinesis to safely lower Storm.

Mystique flung herself at Jean. Scott noticed her, and quickly sent an optic beam in her direction to protect Jean. The beam connected with its intended target. Mystique was flung into the wall. She started flailing about on the floor as bolts of electricity coursed through her body. When she stopped, Scott walked over to the now unconscious Mystique. He bent down, turned her head, and found a small device at the base of her skull. Against his better judgment, he picked her up, and started to carry her towards the X-Jet.