What if Azazel had switched sides? Set in the First Class universe during the attack on the CIA compound. Random characters will be popping up if you have a problem with that don't read. I've only seen the movies and read stuff online so I won't be following the comics. I'll write more chapters if anyone likes this. Please R&R. If you don't like the way I'm writing the characters tell me so I can do a better job. R&R if you want me to write more, don't be a lurker. I have 3 chapters written so tell me if you'd like me to post them.

Hearts Under Fire

Azazel made short work of the CIA agents and guards on the compound. He, Janos, and Shaw had emptied the place after about five minutes. Stupid Americans. Azazel hadn't come here just for the thrill of killing American agents, though. He wanted to see the young mutants for himself. He needed to see if they were worth being allied with, if they stood a chance. Now he could see they were just a bunch of scared kids. Before, Shaw's plan seemed so distant and crazy Izazel never worried it might actually happen. Now it was happening and if he didn't quit now he might bring about the destruction of the planet. Izazel wanted world domination as much as the next mutant but not over a burnt-out, apocalyptic planet. Izazel couldn't just kill Shaw, though. Nature abhors a vacuum of power. He had to do this the right way. Without him Shaw's plan would crumble. No nuclear war and he could go on to father many little teleporters. Maybe with one of the female mutants here but he was getting ahead of himself. He wiped blood off of his swords and went to stand with Janos and Shaw. Shaw was making a speech to the young mutants. The telepath wasn't here but Azazel would meet him soon enough. Shaw was saying the mutants could rise up to rule and live like kings and queens. It was true he, Janos, and Emma lived quite the good life with Shaw. It was all yachts and champagne and a wardrobe full of sharp outfits. That was Azazel's favorite part. He smoothed his hands over the front of his black Gucci jacket absentmindedly; he hated to leave all of his clothes behind. Janos nudging him snapped him out of his inner turmoil.

"What's the matter with you?" he hissed into Azazel's ear. Azazel's mind came back to the present.

"Nyet…nothing." He muttered. Janos gave him a sideways look and went back to being quiet. It seemed that one of the young mutants was going to join them, a young girl with dark skin and hair. She came to stand by Shaw. Azazel was going to drop Shaw back on his yacht and then simply come back here but he didn't want to give Shaw anymore pawns. Maybe he would wait until Emma came back from Russia and bring all of them with him. It was a pleasant thought but he knew it would never happen. If it hadn't been for what happened with Darwin maybe Izazel wouldn't have left at all. The young mutants began squabbling amongst themselves and another one said he wanted to join them. A young black man that said his powers allowed him to adapt to survive. He went and joined hands with the girl and Janos, and then all hell broke loose.

"Alex, now!" yelled Darwin. He curled around Angel and ducked, his skin becoming rock hard. One of the young men surged with bright red light and a beam of power shot from his chest at Shaw. Shaw absorbed it and grinned at them. If Azazel had known what Shaw was going to do he would have acted sooner but it happened so fast.

"Adapt to this." Said Shaw. He caught Darwin by the collar and shoved the power down his throat. What a horrible way to die. This couldn't wait, Azazel had to make a choice right now. Shaw had gone too far killing another mutant. Something had to be done. He drew his swords and advanced on Shaw.

"I am done serving you." He said, bracing himself for combat. Janos and Angel started backing up, not wanting to get caught up in the clash of the titans. Shaw reacted by grabbing Janos and generating balls of power in his hands; he held them inches away from his captive's face. Angel screamed and tried to get away but Shaw grabbed her by the back of her coat, trapping her wings.

"Want to see two more die?" asked Shaw "Now you take us out of here and I'll overlook this temporary case of insanity."

Azazel swore in Russian, and then he did as Shaw said.

As quickly as they had come, they were gone.

Alex and Raven came to stand by the pieces of molten rock that were Darwin's body. Sean and Hank joined them and they started picking up pieces of their friend, unsure of what they should do now. As if to answer their silent question, Azazel popped into existence in front of them, he was alone. Raven and Hank screamed which caused Sean to scream. The windows that weren't already broken shattered. Azazel dropped to his knees and covered his ears. Alex was getting ready to attack him but he vanished and appeared behind Sean, covering his mouth.

"Comrade, that's enough." He said, giving Sean a shake before he let him go. Sean and the others huddled together, terrified.

"Please don't take us to Shaw." Said Raven. Azazel held up his hands, trying his best not to look menacing.

"You have me wrong," said Azazel, switching his tail back and forth moodily "I want to join you, against Shaw. I can help you kill him."

"Help us?" said Hank, outraged "You did this." He gestured to the dead men and destroyed compound.

"Where did you take our friend?" asked Raven. She took a few steps toward Azazel and crossed her arms.

"We can get her back but it isn't possible right now. I would have brought her If it were." These kids were really trying his patience. He didn't want to leave Janos with Shaw but he'd made his choice.

"How can we trust you after this?" asked Sean. Azazel was deeply offended.

"Fine. I'll go sit on beach in Cuba and drink until missiles come. You fix this without me." He turned to leave but Raven said

"Wait," she turned to her friends "We need him. He knows all of Shaw's plans and it's the only way we'll get Angel back."

Azazel raised an eyebrow and waited for their response.

"This is crazy, he'll kill us all in our sleep." Said Hank.

"I think we should let Charles make this decision, he can tell us if he's lying." Said Raven.

"I am no liar," Said Azazel "Shaw is liar, he want to nuke world. You see."

To everyone's surprise Sean held out his hand for Azazel to shake.

"We need all the help we can get, welcome aboard, man."

If Azazel hated anything it was bad manners. He shook Sean's hand, his tail bobbling happily behind him.

"We are all comrades now, yes?" he asked. Hank whirled and walked away from them, muttering to himself. How rude thought Izazel. Alex and Raven ignored him and shook Azazel's hand as Sean had. Raven squeezed his hand and looked him in the eye, seriously.

"Don't make me regret this." She warned him. Her brazenness thrilled him and he wondered what her mutation was. He nodded to her while making a promise to himself one day you will be mine he thought.

Shaw was not a happy camper. Emma had been captured and Azazel betrayed him. His new mutant wasn't particularly useful either but he needed to keep her and Janos around for a little while longer. Back on the sub he was down in his private quarters, fuming. He had a backup plan but losing his teleporter was going to put a kink in it. Good thing he had two of almost everything. His reinforcements would meet them soon and then he would put down the telepath's motley team. They had better with how much money he was paying for them. Emma could have escaped and come back to him by now but he had a feeling she was pissed about his helmet. He'd get another telepath, no big deal. Everyone was replaceable.