Gwen Shepard's rubbed her eyes as she looked down at her French homework that was nearly finished it was due in a week but she hated leaving her school work just laying there. She looked over to her clock and groaned smacking her head against the table it was nearly midnight and both Scott and Jean were still not home. The Professor and Ororo had left only an hour ago so she was by herself and was starting to become bored. She should of gone with Jean and Scott to the football game like she usually did.

She looked up as her bedroom door opened and smiled as Scott walked through.

"Hey you're late."

"Yeah."

Gwen frowned and looked back up from her homework and stared at Scott concerned. He didn't look very good and even though she couldn't see his eyes because of his red tint glasses she was sure he was looking at the ground as he moved slowly over to her bed and sat down. Forgetting her homework she walked over to Scott and sat beside him.

"Are you okay?" she asked putting her hand on his shoulder. "Did something happen at the football game."

Scott groaned and put his head in-between his knees, his fingers brushing roughly through his hair. "I lost control."

Gwen inhaled sharply and kneeled beside him quickly grabbing his hands.

"What do you mean lost control? Did anyone see you?"

"I was only trying to help another kid who was getting picked on by Duncan and his goons. My glasses were knocked off and I basically destroyed the football field."

"But you were only trying to help. It wasn't your fault."

Scott snorted rubbing his face tiredly. "Tell that to the professor when he gives me a can't remember anything since he got hit in the head."

"Like there was anything in it," she joked weakly.

Scott mustered a small smile and snorted quietly. "Thanks I needed that. I better get to bed it's been an exciting night."

Gwen smiled tilting her head to the side and raised her eyebrows. "Maybe you can sleep here tonight. It's not like you can get into anymore trouble." she shrugged slyly.

"I'm not sure." said Scott looking reluctant but didn't seem to have the energy to say no to Gwen. He didn't really have the energy to get off her bed.

Gwen scoffed and pushed him back onto her bed so he was laying down. "Your sleeping here you can barely move as it is." she went over to the lamp on her table the only light that was on in the bedroom and shut it off in basking them in darkness.

She raised her hands and focused on the purple energy that came out of them and used the bright light coming from it and walked over to her bed where Scott was now laying under the covers his shoes off beside the bed and laid down beside him wrapping her arms around his waist.

"Give it up Jean it's hopeless." Scott knocked on the bathroom door loudly wanting her to hurry up so he could go to school, they would be late if they didn't start going and if they were late that meant Gwen would want to drive. It would be a quick drive, quick but dangerous. He didn't let Gwen drive unless his life depended on it. She didn't seem to understand road rules or the lights at intersections.

"I'll be done in a second."

"Come on were going to be late."

Gwen walked up behind him already dressed in her black skirt that went passed her thighs and a blue collared shirt, her blond hair pulled back in a low pony tail. She put her hand on her waist and leaned on her right leg looking impatient.

"You know if were running late I can always drive. My driving is the quickest out of all of us."

Scott kept his back to her making sure not to let the panic on his face show. It wouldn't be good to complain about her driving. Gwen could get angry easy and an angry Gwen meant a horrible time for Scott.

"Do you want me to blow down this door Jean?" He raise his hands to his glasses. He didn't care if he got in trouble for doing it but his girlfriends driving absolutely scared him especially when she was driving his car.

The door opened before Scott could make his warning real. Jean stood there looking at him amused her mouth raised slightly in amusement.

"Scared of your own girlfriends driving Scott?"

Scott made no obvious movement that Jean spoke to him in his mind only glaring at her behind his glasses. Jean hadn't been in a car as much as Scott had with Gwen, she didn't have much to be scared of when she hadn't felt the horrible fear of dying on the side of the road like Scott had.

Jean chuckled and walked around Scott wrapping her arm around Gwen's. "So are we going or what?"

"Totally I am so getting a hundred percent on my maths test. I worked to hard to get any under that and if I do I so will not be happy..." muttered Gwen as she walked down the stairs of the school.

Scott winced as he walked behind them. Please let her get her hundred percent.

"We're going out now Professor"

"Hold on you three," said Professor Xavier making them stop before they walked out the door. "I want you three to meet someone."

The three exchanged confused looks but walked over to him. A figure standing next to him wearing a coat that covered every inch of skin of him.

"A new student? They sure look mysterious." whispered Gwen.

Jean nodded as they all stopped and stood in front of the Professor looking between him and the mysterious person.

Professor Xavier smiled warmly and nodded his head to the cloaked person before him.

"I'd like you to meet Kurt Wagner he came late last night."

"Hey Kurt, this is Jean and Gwen. And I'm Scott how are you doing?" He went to shake Kurt's hand but he moved back quickly to stand next to the Professor who looked at him understandly.

"Kurt your among friends here."

Gwen stepped forward with Jean to watch as Kurt looked down and took his hand out off his pocket to shake Scott's hand which was still hanging in the air.

"Hello." he said in a deep German accent.

Scott looked down and he couldn't stop his eyes from widening as he stared at the blue fuzzy hand that shook his lightly. It didn't help that he only he seemed to have three fingers. Kurt obviously saw his reaction and quickly took his hand back. Gwen and Jean looked at eachother with surprised faces. They had never seen something like that before. But Gwen couldn't say much since she turned into something all to entirely different when her powers were fully used.

Professor Xavier cleared his throat hoping to cut the tension in the room.

"I was just telling Kurt how I set up this institute for gifted youngsters. Gifts that are not always an asset. Right Scott."

Scott opened his opened stunned for a second. "Uh so you heard about last night." he said weakly.

"It was hard not too." Professor Xavier said in a firm voice leaning forward in his wheelchair. "It was on all the news channels."

"It was a bad situation. It was just an accident and I'm sorry."

"I know. Fortunately nobody was truly hurt and the true cause was not discovered but you must be more careful Scott."

"Come on Professor." Scott said loudly. "I'm packing a bazooka behind each eyeball! What do you want from me?"

"Control, Scott. That's what you're here to learn. That's why you're all here. Scott's eyes emit a destructive optic blast beam." Professor Xavier turned to Kurt.

"Cool." said Kurt putting his hood down so they could his blue face and hair. He nearly reminded Gwen of a fuzzy, blue elf. Though she never would tell him that.

"So how about you Kurt, any special gift that brought you here?" asked Jean trying to get him comfortable around them.

Kurt simply smiled and suddenly he disappeared in a loud noise and smoke. Gwen gasped as she nearly tripped over her own feet as she jumped backwards.

Kurt appeared again alerting them by the noise and smoke on the other side of the room look smug.

"Maybe."

"Woah!"

"I'll be helping Kurt getting settled in. We can talk more tonight." said Professor Xavier smiling obviously seeing the curious looks on their faces.

"Uh so Professor Xavier really wants small, green and stinky on the X-men." shuddered Gwen as she took her blonde hair out of the low pony tail letting it free.

"Yeah..Professor Xavier said we can't turn our back on any mutant." Scott muttered under his breath. "Unfortunately."

Jean rolled her eyes as she walked out of the changing rooms. All of them were already changed into their X-men gear ready to train.

"And he's right, we didn't turn our back on Kurt even if he looks different why should we turn our back on this mutant."

Gwen raised her hand.

"One he calls himself the toad, two he's really unhygienic and three did I say he calls himself the toad. I means what type of name is that?"

"It's a codename," said Jean unsurely.

Gwen snorted. "A freaky codename."

Red lights began to flicker in the hall making them stop talking as a loud blaring alarm sounded. Gwen stood straighter tensing her body unsure of what was happening whatever was going on hadn't happened before in all her years at the institute.

"X-men, Kurt and Toad have teleported into the danger room." Professor Xavier's voice rang in their heads loudly sounding urgent.

"Oh man, the danger room had automated weapons." Scott told them worried.

Jean gasped sharply. "It'll attack them with everything it's got."

"We have to help them." Gwen shouted running to the danger room quickly. Jean and Scott following her as Professor Xavier's voice rang in there heads again.

"Get in there. Now!"

A high pitched scream alerted them as they ran into the danger room stopping quickly so they weren't hit by the laser beams that were coming out of the cannons. Gwen could see both the toad and Kurt jumping from place to place to avoid being hit. If it wasn't a dangerous time Gwen would of commented on how good they were avoiding them.

Gwen raised her hand and shot purple energy to one of the cannons that was preparing to hit Kurt, the cannon was now in smoke and destroyed twitching as electricity surrounded it.

Scott raised his hands to his glasses. "We got the cannons, Jean you keep them away from the tentacles."

Gwen and Jean didn't refuse as they started following his orders. Scott was the leader out of them the more level headed when it came to missions. They all spread apart going to each side of the room Jean flying above the cannons and tentacles keeping an eye out for Kurt and the Toad which was becoming increasingly hard since they kept jumping everywhere.

Jean stopped in the air as she saw an oblivious Kurt almost hugging the wall his back to the approaching tentacle that was reaching for him using her telekinesis she grabbed him moving him away the tentacle and closer to her.

Kurt shouted as he was forced away from the wall by an invisible force the wall moving further and further from him and he cringed when he saw the tentacle that had been so close to him. He turned his head trying to find who moved him and saw the red headed girl from before, Jean gliding above him her red hair flowing behind her.

"You're an angel." he stated staring at her.

Jean chuckled and smiled."On occasion. How about you are you a demon?"

Todd screamed as he jumped away from another laser beam, this was all that blue fuzzy guys fault. And if he stayed alive he was going hurt him for bring him here. He nearly tripped on his feet as another beam shot right in front of him he hesitated only for a second as he saw a flash of purple destroy the cannon that had shot at him. He looked over to where it came from to see a blonde girl with glowing purple hands hitting at every cannon, barely missing any of them.

He screamed again as he was nearly shot jumping away from his spot he had obviously stayed to long. He jumped over to the closest wall putting his hand on it so he could lean on it as he began to tire out gasping as the wall suddenly began to move forward he jumped backwards only to hit another wall that had risen from the ground. He curled into a ball trying to became as small as he could as the walls inclosed around him he whimpered as the walls got closer. His heart jumped as the wall in front of him suddenly blew up and he breathed out in relief stretching his legs out trying to stop his fast beating heart.

"Hey over here!"

He looked up to see Scott waving him over and he barely hesitated as jumped over to him. Scott looked like he was handling all the cannons and everything he could at least protect them.

Gwen was barely breathing hard as she took out another cannon rolling out of the way as another one shot at where she had been. She could see Professor Xavier and Ororo in the control room and she knew in any second that the danger room would be shut down and it would be safe. A loud blast suddenly got her attention to one of cannons that was spazzing out, a stunned Kurt falling off it as it moved in every direction shorting at anything.

She let out a small scream as she crouched down as the blast went over her head as she shielded herself, the purple energy falling around her like a glittering, purple cocoon.

The buzzing of the cannons and tentacles being put away made her drop her shield as she stood on shaky legs. She hadn't seen the blast coming, Gwen guessed she was lucky enough to put the shield around her so fast or she would of been blasted from her spot.

Ororo walked walked over to and put a concerned hand on her shoulder. "Are you alright Gwen?"

Gwen nodded looking around the danger room.

"Just a little stunned I guess."

Todd grabbed onto the wall to balance himself as he shook his head. His body was hurting from being thrown against the wall from the blast. He shook his head looking at all of them.

"Forget this man, I've seen enough. I am out of here!"

He jumped out of the room before anyone could get to him. No way was he hanging around them. If he did it again he may just die, and he liked living.

Scott stood up rubbing his hurt neck. "No wait."

But Todd didn't look back as he began jumping away from them even faster.

"I'm sorry Professor I couldn't stop him." said Scott disappointed. It was his job to get the new mutant to try and join the institute even though he didn't want too. He didn't like not getting the job done and he hated it even more that he had screwed up a job the Professor had given him personally.

Jean glided down beside them frowning at the door to the danger room wondering if she could maybe change Todd's choice. Mutants needed other mutants to understand each other.

"It's all right Cyclops," said Professor Xavier from the control room his voice seeming very loud in the now quiet danger room. "He just wasn't ready to be apart of us."

Kurt was frowning at the ground his blue hair nearly covering his elvish face. "I blew it too Professor. I'm sorry you've been wonderful. But I-I guess I just don't belong here."

Professor Xavier frowned. "No Nightcrawler wait-"

But Kurt had already teleported away his head down as he left the room. Professor Xavier slumped in his wheelchair.

"It's alright Professor." said Scott walking out of the room. If he could make Kurt stay at the institute then it would ease the guilt of not completing the Professor's mission." I've got it."

"Well that was a horrible day." Jean sighed as they walked to the kitchens to have dinner. Both Gwen and Jean had gotten out of their X-men outfits and were in the casual clothes. "We didn't just lose one recruit we lost two."

"Hey you don't know. Scott may get Kurt to stay, Kurt was just making a snap decision and Scott can be very persuasive when he can be." Gwen assured Jean trying not to show her own worries. She wasn't very down about Todd not being apart of the X-men but she liked Kurt from the small amount of time they had met.

"I hope your right. If I didn't have someone to talk to who wasn't another mutant I would feel horrible." admitted Jean.

"I know what-" Gwen stopped talking as she saw a familiar motorcycle in front of the institute as she looked out the window. "It's Logan's bike. Come on"

They jogged over to the front door only hurrying as they saw the hulking figure of Logan wearing a cowboy hag.

Logan sniffed as he smelled to familiar approaching figures and turned to face the approaching Jean and Gwen. "Hey-"

He grunted as he was hit by the forces of Jean and Gwen as they hugged him, he awkwardly patted their backs looking straight ahead. He didn't know whether or not the shove them off or back away but he declined both thoughts. Both red and blondie had tempers some of which he didn't want to get on the bad side of.

Gwen pulled away from and smiled up at his tall form barely noticing that he was nearly cringing from both her and Jean.

"It's good to see you back Logan."

My character is based on Gwen from Ben ten, I love her character especially in alien force. I didn't want my character to have the same features since Gwen and Jean look kinda alike. Red hair and green eyes and I didn't want the two related. I love Scott but not with Jean even though I like her character to. I do want her to be matched with someone but after her and Duncan break up. Scott still hates that Jean dates him but his feeling are more brotherly. Ideas?