Important: This is my first fic! Please tell me if there is anything wrong or give me suggestions, but be kind. Also the idea for Kitty's second power came from books written by Tamora Peirce. I hope you like this. One last thing I have a very bad memory and I may forget to write a disclaimer before every chapter.

Disclaimer: Throughout this whole story I do not and will not own X-Men, nor do I own anything else. It's very sad life when you are fifteen. With that said and done lets start the story.

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Kitty's footsteps echoed down the empty hall of the abandon warehouse sounding louder then a runaway train. Her breath had long since become ragged and uneven. Her legs had been pushed passed the point of collapsing. No longer were they on fire as they had been earlier. No, now Kitty's legs were numb, like she was running on air, this caused her to slip and fall on the trip down the hall.

"Where are you guys?" asked Kitty, even when she knew no one would answer her. Kitty skidded around another corner coming face to face with six full grown men. "Could this get any worst?" she questioned herself again. As if to answer her question each man pulled out a weapon; even if Kitty couldn't tell exactly what the weapon each man held was, they looked like swords. One thing Kitty was sure, these weapons were not there to be shown off. "Shit."

(Else where in a back room of the warehouse)

"Well I must admit I don't give that little girl enough credit," stated a man who was also know as Ace. Ace was a mutant hater, even if in the past year almost everyone had gotten accustom to mutants a few mutant haters were still around. Ace stood there as if he had all the time in the world staring at the large TV screen where Kitty fought for all she was worth. "Pity I am going to have to kill her, she is such a pretty thing."

Turning back he faced the rest of the X-men, who could only watch helplessly as their last freed comrade fought what could be considered impossible odds. A smile that could cut glass appeared on his face. He had caught the X-men. He had beaten them and now all they could do was watch their one chance of being free was killed off.

In two tubes on the right wall sat Jean and Professor Xavier their metal powers were useless; for whatever the tubes where made out of their power were neutralized by it. Across the room Scott and Logan were chained with materials that neither could break to free their hands. This caused Scott to be unable to activate his glasses (A/N: I don't know what the goggle things he wears are called), and Logan could not cut anything from the position his hands were in. The right of Logan was Rouge. She too was in a glass tube that could not be broken. Next to her sat Kurt he was bounded to a large mass so that if he tried to teleport the amount of energy it would take to move the mass would kill him. Finally Evan was in the center chained to his aunt. This enabled Storm to use her powers (A/N: I decided that when she uses her powers her body becomes filled with electricity) or she might hurt her nephew and Evan could not shoot spikes or he would hit on of his friends.

"You can't kill her," snarled Kurt "she is way to skilled for you to take her out."

"Normally yes, but she had other things on her mind right now...like that fight you two had earlier," said Ace in a voice as sly as a snake. After a few moments he added "It is such a shame too. For you see by the time she gets here you will be dead and the last thing you said to her was 'shut up you wouldn't understand' wasn't it?"

Kurt's eyes glazed over as he remembered.

(Flashback to earlier that afternoon)

"Kurt I know what it is like to break up with someone who you really liked. Please, let me help you. You are always there for me now it is my turn to be there for you," Kitty said putting her hand on Kurt's shoulder, her eyes pleading for the blue mutant to confine in her about how he felt because Amanda broke up with him.

Kurt shrugged the hand off, "No. No Kitty you don't know what it is like. You can go out and find a ton of guys who will like you. Not me. You don't know what it is like to have to hide a secret from someone because you are afraid of what they will think of you when they see the truth."

"But Kurt-" Kitty started.

"Kitty please. You don't understand so just shut up and leave me alone," murmured Kurt as he teleported away. Leaving Kitty alone with tears in her eyes.

He didn't hear her whisper, "But I do"

(End flashback)



A crash brought Kurt back from the past. He looked up and saw that while Kitty had taken out five of the six men the last one had caught her off guard and flung her into a wall not giving her a chance to phase.

(In the hallway)

Kitty picked herself up. From the throbbing in her left wrist she was sure she had broken it. Kitty knew that if she was going to have any chance of saving her friends she had to beat this guy...now.

"It's a good thing I have two wrist," said Kitty with a grim sense of humor. With that Kitty launched herself into the air and did a roundhouse kick to the man's head knocking him unconscious. Landing Kitty looked back over her shoulder at him, "You are going to have one hell of a headache when you wake up." with that she started running again.



(Back room of the warehouse)

"Damn, she is good," commented Ace. His suave exterior disappeared showing for a brief moment that he was scared. However Ace quickly recovered and picked up a gun. "Oh well I guess I will just have to kill you now. But who to kill first? Now that is the question."

Ace looked each member of the X-men over and paused for a second looking at Kurt. "You know you have done nothing but annoy me since you have gotten here. Besides from what I can tell everyone likes you, and I can't wait to she the young lady's face," He nodded to Kitty on the screen, " when she comes in here to fine you are dead even if the others are not."

(Hallway)

Kitty rounded around the corner and froze. There stood a man dressed in black in his hand was a loaded gun that was pointed strait at Kurt. The man had a evil satanic grin on his face. Kurt shut his eyes as the man in black pulled the trigger.

The shot echoed through the warehouse. Kurt slowly opened his eyes afraid of what he would find. He wasn't bleeding. Ace walked past Kurt over to the corner of the room. Then Kurt saw it, and it made his blood freeze. Kitty laid there a bullet shot in her abdomen. (A/N: I know, I know, Kitty would not be able to get up at this point but well this is my fanfic)

"Tsk, tsk. It is such a shame that an angel like this had to die. Oh well I am sure that heaven is glad to have her back," with that Ace reached down to touch her face.

Kitty's eye shot open and glared at him, "Go to hell you bastard." She grabbed Ace's arm and kicked him back into the wall.

"Now, now, angel you are so weak already do you really want to fight me," asked Ace his voice sliding over her like oil.

Kitty nodded not wanting to waste her energy by talking. Ace rushed at her. Kitty side stepped and kicked him in the back, sending him into the wall again. Before Ace could react Kitty sent her foot into his stomach bringing Ace to his knees. Turning on a dime Kitty tried a roundhouse kick to his head, but Ace caught it and flung her to the opposite wall.

"This has got to end," thought Kitty. While Ace had his back turned Kitty stood up and running with full force kicked him in the back paralyzing him. Landing, Kitty turned to see the now paralyze Ace reaching for a gun. She crawled over and picked it up from his reach and with her last bit of strength stood up.

"Wha- what do you think you are doing?" asked Ace, his clam exterior gone.

Kitty turned and shot the control panel freeing her friends. She then turned back to him her voice dripping with hate, "I have never shot anyone, and don't want to, but if you ever try to shoot one of my friends again I *will* kill you."

Darkness over took Kitty and she felt her body connect with the floor. The last thing she felt was a large hands picking her up and a voice saying "Hold on half-pint; we're going to get you help."