Disclaimer: I do not own X-men or any Marvel property. The OC characters in this story have been created by me and others who I will give mention too in my notes.

This marks my third story that I have started on this site. I will be updating this story and my story alone together, a Naruto fan fiction, when I can hopefully as regularly as possible. This story will focus on an OC driven team from a separate group than the x-men we all know and love. I thank all who read this story and ask that you review or pm me to let me know what you like, dislike or think should be added. I am still allowing for OC characters to be submitted for this story as I could always use more fun characters. If people like this story I will think of it as the first in a series and will continue after the end.

X-men: Memories of the Fallen.

Episode 1. The Metal Rogue.

Somewhere in the Olympia State Forest of Kentucky,

The boy awoke from the sound of rolling thunder. For the past week Storms have been plaguing the forest. He had been living in a small cave for shelter while trying to hide from his pursuers. He didn't know why they were after him. He couldn't remember anything since his fall. Three weeks prior he had been in a heated chase. He couldn't remember where it was, all he could remember was standing at the top of a waterfall. He didn't know if he had jumped or simply fell but he remembered plummeting toward his certain doom.

He had no idea how he had survived the fall but doing so he had kept ahead of his pursuers. The storm on the outside was picking up as the thunder crashed louder and closer to his cave. He knew that once the storm was over he needed to get back on the road. He was hungry. After three weeks he had only eaten a handful of times when he was lucky enough to steal the food, from stores or farms.

The boy had been running for hundreds of miles and he had no idea how he had the stamina for this kind of long distance run, but he was sure glad that he did. He reached into his small sack and pulled out his one and only real possession. It was a book that he had read hundreds of times. He didn't know how he knew that but he could remember reading it. The book was a combined work of Homers the Iliad and the Odyssey. The boy enjoyed the tales of Achilles and Odysseus and there battles and adventures and felt that he too had these grand adventures ahead of him. Sure he would never fight a Cyclops or something but maybe he was on his own odyssey journey to his home, though he had no idea where that was.

Another crash of thunder snapped him out of his fantasies. He didn't like thunder. It sounded an awful lot like gunshots which he felt like he was used to evading. He heard something else too. He heard the shouts of his frequent pursuers. Jumping to his feet he gathered his few belongings and ran out of the caves. He didn't know where to go but he knew that he needed to get away. He started running through the trees and saw lights from flashlights throughout the trees. There were more of them now. More than there were in the past attempts to capture him.

"You cannot get away from us this time." He heard from a megaphone.

He looked around and realized that he was surrounded. He never stopped running though. Darts began shooting from all directions and nearly hit him as he saw them stick into the bark of the trees. He somehow managed to get through there blockade and kept of running for all he was worth.

"We don't want to hurt you. You need to come back with us." The voice shouted again.

The boy was terrified. He couldn't remember why he was running from these people but he knew that he couldn't trust them. He reached a river and realized that the only thing that he could do was try to swim across to what he hoped was safety. As he dove into the water he hit a rock hard and felt a sharp pain in his arm. The river nearly took him away but he persevered and kept swimming until he managed to reach the other side. He continued running zigzagging through the trees attempting to throw off the ones chasing him.

He eventually found himself at a road. He looked around at the signs by the road. He was on a road known as Pretty ridge road. Nothing was familiar to him and he knew that he was still lost. Behind him he heard a large horn blow. He turned around and saw two bright lights coming toward him. A large truck slowly came to a stop, and a man who looked around 30 years of age hopped out of it.

"Hey kid, are you alright?"

He looked himself over and saw that he was covered with dirt and blood running down his arm. He realized that he must have looked horrible to this man.

"Did you hear me? Are you alright, do you need some help?"

He somehow found his voice after having not talked in a long time but his words came out raspy and his breath was short.

"Please…..can you take me somewhere? Someone's after me…..I don't know….who it is. Please help me."

The man went into the back seat of his truck and pulled out a large blanket. The boy only then realized that he was shaking. The man came over and put the blanket around him and led him to the truck. They began driving down the road heading north.

"Hey kid what's your name?"

"I don't know. I can't remember."

"What do you have amnesia or something?"

He shrugged his shoulders not really knowing what amnesia was. The man had sad eyes as he looked at the boy.

"Do you know how old you are?"

For some reason he could actually remember the answer to that question. He got an excited look on his face as he answered.

"I'm sixteen years old."

"Well that's good that you remember. My name is Clark. Clark Gamrell."

"Hi, I wish I knew my name so that I could tell you. Thank you for helping me." He said feeling more open. Speaking was becoming easier. "So where are we going?"

"Well first I am going to take you to a hospital. We need to get that arm of yours fixed up. Don't want it getting infected now."

The boy became afraid. A hospital didn't sound safe. What if they could find him there? He was happy that he didn't have to actually run at the moment but he never liked going in to populated areas. Clark was able to see that this bothered the boy.

"Hey don't worry. I'll help you anyway I can. Do onto others right." He said laughing a little.

"So why did you help me anyway?" The boy asked Clark.

"I was always raised that when a person needs help, If you can, than It's your responsibility to do so."

He didn't know what to say. In all the time he had been on the run not one person had shown him any kindness. Then this man dropped everything just to make sure he was ok. He didn't understand the way that these people acted. It's true that he never remembered having actual human interaction. Clark looked at the boy's face and he laughed silently to himself.

"Why don't you get some sleep? You look like you could use it."

He realized just how tired he really was when he closed his eyes and went under. He began dreaming of a laboratory. He saw computer monitors hooked up to tanks, and in the tanks were a row of babies. There were also people dressed in white lab coats all around with a symbol on them in the shape of a Halo with a DNA strand inside of it. He could hear some of the things that were being said but not everything. It was kind of jumbled to him.

"How are the experiments doing today?"

"Doctor…just fine. Specimen….much progress…..DNA of..."

"That is very good to hear. Destroy…evidence of their…"

"As you wish sir."

After that things got all sorts of jumbled around in the dreams and he began seeing flashes of strange pictures. He saw Jail cells, strange machines, and facilities with terrifying looking abominations. Everything began spinning and twisting around as a large screech woke him from his sleep.

As he opened his eyes he saw that the truck was screeching to a halt with a blockade of vehicles in its way. There were close to 100 people posted in a lone with guns fixed on the truck. They were the soldiers who had been chasing him all this time.

"What the hell is this?" Clark asked pissed off as well as slightly afraid. He opened the door of the truck much to the boy's dismay.

"Please don't go out there. Trust me you need to drive through them or something."

"Don't worry kid I'm just going to see what's going on."

Clark jumped out of the truck and approached the soldiers. As the boy watched on Clark began talking to one of the soldiers and then he smiled. He turned around and began walking back to the truck.

"You see I told you I'd take care of it." She said loudly for the boy to hear.

As he spoke the soldier raised his gun and shot Clark in the back killing him instantly.

"Noooo!" the boy screamed as he watched Clark die in front of his eyes.

"Come on out of there. You have nowhere to go now. Running is useless. We are going to return you to where you belong." The same soldier who killed Clark said to the boy.

He didn't know what to do anymore. He had no idea why these people were doing this to him, why they were after him. He just wanted to be free of it. He didn't understand why all of this was happening. He felt completely defeated so he stepped out of the truck and walked the few steps toward the soldiers that seemed to last forever.

"You made a good choice."

All of a sudden a loud vibrating noise echoed throughout the area. The boy looked into the sky and saw a sight that he would never forget. A large jet like ship approached the area fast with lights centered on him and the soldiers. The soldiers began to riot around and prepared for an eminent attack. The ship hovered over the road and a hole appeared in the bottom. Out of the hole three figures drooped to the ground. The soldiers had their guns trained on the three and they were unsure what was going on.

"Release the mutant and we will let you all go." The brown haired female standing in the middle said. She was wearing a black uniform that had yellow stripes along the arms and legs that resembled tiger strips. She also seemed to be holding knives in her hands.

"What's a mutant?" He asked himself.

"Back off you freaks." One of the soldiers yelled.

Looking closer at her hands he noticed that the knives were actually claws that seemed to grow out from her hands and they were metal.

"Ouch, freaks? That wasn't very nice now." A brown haired boy said who stood to the right of the girl. He wore a similar suit except that he had guns at his sides and instead of yellow tiger stripes he had a gold hour glass shape on his chest. He also had two swords strapped onto his back.

"You guys should really get out of our way. That is if you know what's good for you." The third one said. This boy was a blonde and he was wearing a brownish leather uniform with leather boots. He had a rapier attached to his belt. He had a very confident if not arrogant look on his face.

The boy looked between the three newcomers and the soldiers and saw the soldier's movie their fingers on the triggers of their weapons. He knew what was about to happen.

"Nooo!" He yelled as they began firing their weapons. He closed his eyes tight and wished that this wasn't happening. He didn't want to see anyone else die. He couldn't understand why the soldiers were shooting. He just wanted it to stop.

"What the hell?" one of the soldiers said loudly and afraid.

He opened his eyes and saw that the bullets were frozen in the air mere inches from the barrels they fired out of.

"Tempus is that you're doing." The girl said to the brown haired boy.

"No Talon. I think it's him." Tempus responded pointing in his direction

"Hey looks like we have a little magneto wannabe here." The arrogant looking one said.

He couldn't believe what he was seeing. Had he stopped the bullets? No, he couldn't have. As he shook his head slightly the bullets fell to the ground. He stepped backwards after that, terrified by what he had done.

"Well I guess we have our answer that huh bub." The girl said looking at the head soldier. She then pounced forward and stabbed him in the chest with her claws. He dropped to the ground dead. "I don't enjoy killing but you fired first."

Following in her stead the brown hair boy drew his fire arms and the soldiers began firing again missing horribly. Tempus began firing with deadly accuracy taking out several of the soldiers quickly.

"Hey don't leave us out of it." The third said as he split into three. Each held a rapier and began slipping between the soldiers taking each down as they passed. The first moved silently through the enemies almost unnoticed until he struck vital spots with ease, quickly killing the soldiers. The second seemed to use a more physical approach easily overpowering his targets with his brute strength. The third was wielding two rapiers and he easily slipped through the soldiers defenses and struck with ease.

"This is so much fun, these soldiers just can't handle us." the first copy said.

"Stay focused. We cannot let our ego get in the way of safety." The second responded.

"Oh yes my liege I was born to obey your commands." The first sarcastically stated.

"Admire their conviction at least; it is almost artistic in a sense." The third lamented.

"Oh great now Van Gogh is in on the conversation."

"Hey musketeers, all three of you shut the hell up and get back to business. Talon shouted as she tore through the soldiers."

The boy was on his knees watching what was going on around him. He realized that he was surrounded by five soldiers with their weapons aimed at him, and by the time the newcomers noticed they had done away with the rest of the soldiers.

"Why the hell do you want him?" One if the soldiers asked,

"Mutants should be free from you." Talon responded.

"Oh he will be free all right." The soldier said as he pulled the trigger.

What happened next made everyone pause. A large clang was heard as the bullet ricocheted back at the soldier killing him. The boy was encased in an armor of metal. He stood up and his arm began to reform. He felt like the bones in his arms where reshaping themselves and it hurt like hell. His arm became a blade and he somehow subconsciously controlled himself to kill all of the soldiers around him.

The other three people, five if you count the copies, stared at him in shock at what he had just done. He fell to the ground and passed out from physical exhaustion.

"Come on we need to get the hell out of here." Talon said to the rest of the group as she picked up the strange boy.

The three copies combined back together and walked over to Talon.

"Miss Talon I would like to personally apologize for how we acted."

"Well I can guess who's in control now."

"Affirmative Miss Talon."

In the Michigan woods,

Waking up in a fright the boy looked around the room that he was in. It looked like some kind of medical bay area. He thought back to what he had witnessed and done. He didn't know what to think about but he remembered how he felt when it happened. He felt strong and powerful. For the first time he was able to take care of himself somewhat. He was also quite curious about the whole mutant thing.

"Oh good, you finally woke up." A woman with bright red hair said to him as she walked into the room. He looked at her with mistrust in his eyes. "My name is Daniela Mycroft, and I am a mutant like you. I have been helping you heal since you got here three day ago. "

"Mutant, what is a mutant? I keep hearing that word."

"Oh you really don't know. A mutant is a human with an evolved x-gene that activates during puberty and gives them abilities, such as the ones you have."

"Where am I?"

As Daniela was about to explain three people came into the room. One was a boy who looked a little older than himself. The boy had tanned skin, dark blue eyes hidden behind large green glasses, and short brown hair that was slicked back. He also had a scar along the side of his face. He was wearing faded jeans and a graphic tee shirt. Next to him, in the middle, stood a woman around the age of forty. She had long burgundy hair and bright green eyes. She was wearing black pants and a sophisticated looking burgundy shirt. She looked highly professional. The third person was the female who came for him on the jet. He remembered that the others called her Talon.

"Maybe you had better let me explain that." The older woman said. "This is my home, as well as a highly functional school. We brought you here to protect you from the ones who were chasing you."

"You said this was a school. What kind of school?"

"A school for people like us." Talon said gruffly.

"People like us?"

"Mutants." She said with annoyance in her voice

"What's a mutant?"

"You know powers beyond that of the so called normal people. Here we have kids who can be twice as annoying as the ones back home. So where are you from magnet head?" The glasses wearing boy said to him and asked.

"Oh shut up Nicholas." Talon said shooting daggers at him.

"Just trying to relieve the tension. Geez why don't you go sharpen your claws some more."

"Enough you two." The woman said. "My name is Dr. Lisa Samuels and like you I am a mutant."

"But I'm not a mutant."

"Oh of course you are. I mean we all saw the video of you turning into metal and hacking through the sentry's" As Nicholas spoke both Lisa and Talon looked at him crossly."

"I did what….." He asked as the memories of the fight came back to him. "All of those people, you killed them. I killed them." He was freaking out at the idea of the ruthless killing.

"You didn't actually kill anyone." Talon said matter of factly. "Those soldiers weren't really human, or mutant for that matter. They are automated humanoids known as sentries. They are made to react and seem like humans so that they may interact at a daily level."

"What?"

"You heard me, now answer me this. Why were they after you?"

"I don't know. I can't remember anything before the past few weeks."

"What is your name?" Lisa asked him.

"I don't know."

"Nicholas, I think it is time to do what we brought you down here to do."

As he watched Nicholas walk forward to him, he was suddenly afraid. What was this person sent down here to do? He wasn't sure that he could fully trust these people yet.

"Are you going to kill me?"

Lisa looked at him and smiled. "No as I told you we want to help you. All mutants have gifts. Nicholas is telepathic. It runs in his family. He is able to look into people's minds and view their thoughts or memories. He has yet to master it but he may be able to help you remember what you have lost."

"Ok."

"Don't worry, I could mess you up pretty good, but I'm sure you'll come out of this just fine."

"Nicholas!" Lisa

"Sorry, sorry. Okay here we go." Nicholas put his hands on the boy's head and he felt a jolt of electricity shoot through him.

Images of laboratory filled his head. Screams of agony, roaring fires, and thundering bullets filled his ears. Then running and the fall. How on earth did this boy survive the fall? Nicholas had never experienced anything like this before. Through all the noise reverberating through his mind Nicholas was able to make out one name.

"Holy shit." Nicholas said when he had finished.

The boy had no idea what had just happened. He didn't remember anything new. He hadn't experienced what Nicholas just went through and he didn't think that he would have wanted too.

"What did you see Nicholas." Talon asked him.

"Not a whole lot actually but I think that I got a name."

"What is my name?" The boy asked.

"I don't know if it is your name or not."

"Tell me please."

Nicholas looked into the boys eyes and had an uncertainty about whether he should say it or not. He looked over to Lisa and she nodded her head. "The name was Kail."

I would like to give special thanks to a group of people who helped me with this story:

Vulcanlover12: Thank you for Talon I look forward to using her in the story.

Kallista2: Thanks for the musketeer(s). I enjoyed incorporating him and he will be used more throughout the story.

Lalalovely: Thanks for allowing me to use Nicholas, I hope that he is used as you would like.

Azure Blue Espeon: Thanks for creating Lisa Samuels for the story, and for all the help you have given me already.

To all others who have given me characters I will give thanks where thanks is due when I integrate your characters into the story.

Please leave me a review or a message as to your thoughts on the story.