Rogue – Anya (who can control her powers)

Remy- Dimitri

Piotr - Vladimir

Kurt - Pooka

Magneto – Rasputin (oh and his "magic powers" are Wanda, John, Mastermind, and his powers)

Pietro - Bartok

Charles - Nicholas

Logan - Dowager Empress … yeah that's right

Kitty - Sophie

Ok well this is based on the Anastasia movie...so with that in mind, I plan to keep it similar to the movie, I may change the songs a little (by the way, this won't be a song fic) although I'll try to be close to the lyrics. And to the people who read my other X-men stories this has been my baby for months buti have been working on them I plan on updating them soon too this was a writers block time killer :). Remember Read and Review!

And I do know that the kids wouldn't have their powers at age eight but it just works better with the story so please bear with me.

Disclaimer: I do not own X-men or Anastasia.

"talking"

'thinking'

'narrator'

the italics are memories

Chapter 1 - Prologue

A man stood in the window looking out at the grounds of the Xavier Institute in New York

"Ten years ago..." he began.


There was a music box playing softly in the corner of the room. A pretty silver and green box, with a couple twirling around and around with the music. A perfect gift made in New Orleans. The two dancers slowly sink inside the box as the music comes to an end as the lid closes.

Logan placed the gift in his bag as he leaves the room to attend an important celebration. He walked out of his hotel, where a car waited for him. When he got in, the driver shut the door behind him before climbing in upfront and pulling away.

'It was a time, when we lived in a normal world, with secret powers and safety in numbers. It was before the humans feared and condemned us; and when my friend, Charles, was the leader of the Xmen.'

The car drove up to a grand mansion, where numerous of other cars were parked. The lights beamed brightly out of the windows, and everyone was dressed in their best clothes. The woman wore glamorous gowns with sparkling jewels and the men in their finest suits.

As Logan walked towards the entrance doors, the servants bowed and opened them. The hall was massive and spacious. There was music, dancers, and laughing children. As he made his way to the head table, he was waving a little girl dancing with her brother.

"Hey Stripes." he called.

'We were celebrating the first anniversary of the School in New Orleans.'

Ann-Marie ran up the stairs to meet her friend.

'However, there was no other reason to be there than to see the smile on Anna's face, she was more like a daughter to me then a student.'

"Logan, look what Ah made ya." Eight-year old Ann-Marie said, as she handed him a drawing of wolf in the forest.

'I was due to leave to the New York for important meetings, but she begged me not to go. So I gave her a special gift to make the separation easier for the both of us.'

He pulled out the special box. Ann-Marie stared down at it with large eyes biting her lower lip. He smiled.

"For meh? Is it a jewelry box?" Anna asked, eagerly.

"Look." The Wolverine pulled out a circular pendent with an X on the front. He used the necklace to wind the music box and the lid slowly opened. She gasped with delight.

"It plays our Song!"

"You can play it at night before you go to sleep. And pretend I'm there." he said. The music continued to play as she sang.

"On the Wind

Across the Sea

Hear this Song and Remember...

Soon you'll be

Home with Me

Once upon A December."

"Here kid," Logan offered the necklace, "read it what it says."

"Together," Rogue read, "in New York." she gasped yet again. "Really?! Logan!"

Rogue hugged the man as he grinned, but then the lights began to dim. The music stopped playing, and the dancers turned heads to the entrance of the hall. There, a man moved across the hall in a dark cloak and several cloaked figures at his side.

'But, we would never be together in the New York. A dark shadow had descended on the X-men.'

Everyone watched the man come closer to Charles.

'His name was Eric Lehnsherr. We thought he was a friend, but he was a human hating, power-hungry and dangerous—he was Magneto.'

Charles stood in front of Magneto with pride, "How dare you enter my school." Magneto looked insulted, but he still smirked.

"But, I'm a mutant just like you my old friend." He smiled crookedly.

"Old friend. Ha!" Charles mocked. "You are no longer a friend here. Get out!" Then, Magneto stopped smiling.

"You think you can banish me, but I still have a job to do here. With the powers within me, I'll banish you with a curse." Magneto exclaimed. The people gasped as he continued. "Mark my words. You, and your 'Children' will die within the fortnight!"

Logan growled as he put an arm around Anna.

"I will not rest until I've seen the end of the X-men forever!!" Magneto shouted as the girl next to him shot a blue light at a chandelier and shattered it to millions of pieces.

'Consumed by his hate for the humans, Magneto sold his soul for the power to destroy them and everyone standing in his way.'

A dark cloud descended upon the mutants of New Orleans. A human activist group had learnt of our presents there.

'After that party, the humans stormed the mansion and destroy our lives forever.'

Charles, Logan, and the other teachers were trying to gather the people and the children to leave through the back entrance. However, Anna slipped away.

"My music box!" She gasped, as she ran back the other direction. Logan ran after her.

"Anna! Come back!"

They ran all the way to Anna's room, but they could hear the MRD entering the palace. The mutants fought back, but there were too many soldiers. Anna and Logan were trapped.

"Hurry!" A boy appeared out of the wall. He was young, a year or two older than Anna. Logan recognized him as one of the servants' boys. The boy pushed and urged them to the small passage.

"Anna, hurry!" Logan said. The boy grabbed Anna's hand.

"Come this way, out the servants' quarters." He said, but as he grabbed Anna, the box slipped out of her hands.

She gasped, "My music box!" but the boy pushed her back.

"Go! Go!" He said, and closed the door just in time as soldiers burst in the room.

"In here!" One of the soldiers called. He looked down at the boy. "Where are they?!" He demanded, but the boy just threw a lamp at the man.

"You...!" The soldier sneered as he tried to butt the boy with his sword, but he missed as the boy rolled away and threw a glowing brush at the man's foot; the soldier yelled as it exploded.

"Stay back!" The boy's eyes glowed red on black. The soldier stared at him.

"What are you?" But then more soldiers appeared.

"Let's go!" They yelled. And with that, another soldier hit the defenseless boy in the back of the head.

The window was opened, and Anna could've sworn she heard a boy yell inside as she and Logan ran through the swamp. She looked back to see if she could see the person screaming, but her Logan pulled her forward.

"Keep up with me, Kid." Logan said, but someone jumped down on them and grabbed Anna by the ankles.

"AHHH!" Rogue screamed.

"Magneto!" Logan gasped, trying to pull his surrogate daughter free.

"Let me go please!"

"You'll never escape me girl. Never!" Magneto laughed, but then Anna touched her bare hand to his and Magneto collapsed into the water. He let out a yell as he helplessly sank into the mucky water releasing Rogue.

A silver haired boy ran over hiding behind a tree watching Magneto sink, but Anna didn't have time to watch Magneto's fate as Logan pulled her up and continued to run.

Secret passages lead to a jet fleet where the remaining mutants scrambled to board on. Anna did her best to keep up, but she was too small within the crowd.

"Stripes, hurry!" Logan said, nervous as he boarded the jet. But as he turned, Anna was running to keep up with the plane that was lifting off. Logan reached over to grab her hand.

"Logan!" she cried.

"Anna! Hold on to my hand!"

"Don't let go!" but their fingers slowly slipped and Anna plunged into the swamp water.

"Anna!!" Logan screamed in agony. He tried to jump down, but the people grabbed him, refusing to let him . There were still people scattering around the swamp but he could not see her.


"So many lives were destroyed that night." Wolverine said, gravely. "All the ones I loved are gone forever." he picked up an old picture of the students. "And Anna, who was like my daughter...I never saw her again."