Episode 1: The X Factor

"Welcome to America!" The woman's voice sang cheerily.

The shadowy figure steeped off the plan, his long cloak pulled closer as he maneuvers out of the crowds of people. As he moved out of the group of people and into some privacy their was a pop, a billow of smoke, and he was gone.

"Professor?" a young mousy haired main in ruby shades knocked on the door marked 'Xavier.' Dressed in jeans, t-shirt, and casual sneakers like most days the boy had a modest build, one honed from dedicated training.

"Scott?" Came a kind older voice at the other end, a hint of a English accent, "Bruce is just leaving."

The door swung open silently as Scott entered, The Professor sat in a wheeled chair, his hands folded on his brown suited lap, his head completely bald. Across from him saw a man with a triathlete's build and short black hair, he wore a expensive suit of fine weave but had a warm yet authoritative smile on his face. He looked to only be a few years Scott's senior.

The black haired man and Xavier shook hands before he turned toward the door and smiles at Scott.

"Scott Summers?" the man's voice was deep, controlled, it reminded Scott of the regimental control he kept over himself.

Scott nodded, extending his hand so the man could shake it, "I'm Bruce Wayne, Professor Xavier has told me stories about you." Bruce paused a moment, his voice low, "Did they ever find you're family."

Scott balled his hands into fists and looked downward, his voice was like a bullet exiting the chamber, "No."

Mr. Wayne nodded, cupping Scott's hands in his own, "I'd like to know more about you. If you don't mind. Xavier believes it would be good for both of us."

Scott looked up, ready to explode, what did this playboy know about his pain! The nerve!

Then Xavier spoke, "Bruce lost both his parents to a mugging when he was only a child."

Mr. Wayne's voice dropped to a whisper, hard as ice. "They never found the killer."

Scott's body relaxed reaching out to place a hand on Mr. Wayne's shoulder. "I-I...can relate."

After a moment Bruce smiled, "Nice to meet you Mr. Summers. Care to walk me out?"

"Sure Mr. Wayne."

"Please...call me Bruce."

Scott smiled as they turned and exited. The two quickly striking up a conversation, sharing small talk on nothing in particular until they were beyond the gates. A older gentleman waiting by a black Sedan. Bruce smiling as they walked over.

"This is my butler, Alfred Pennyworth. He's been my closest friend since I was a child."

Scott extended his hand, Alfred extended a white glove and smiled, "A pleasure to meet you sir."

"Summers, Scott Summers."

"A pleasure to meet you Mr. Summers."

"It was a pleasure to meet Bruce."

"I'll visit again soon," Bruce smiled as he slipped into the back seat.

Scott waved, as the sedan pulled away he turned back to the gate. The plaque on the pillar read "Xaiver's School for Gifted Youngsters." but Scott paused, a second line under the plaque catching his eye. 'Supported by a generous grant from the Wayne Foundation.' Scott paused and looked back to the retreating car.

'...It couldn't be...' He thought...

"Let's go! Let's go!" As the cheerleaders do their job the students cheer for the Bayville High football team, a redheaded girl Jean Grey chasing the sidelines as she takes pictures of one Duncan Mathews, quarterback. Bayville has a enormous lead over the visiting team as a young Tod Tolansky, a pale skinned, hunched, and odorous youth helps himself to to some easy cash by picking pockets, a young brunette girl in dark clothes watching Tod with disgust as he makes his way other to her splitting the cash as he holds out a handful to her.

"Want your cut Marlene?" Tod swoons.

She looks away disgusted, "Not if you touched it, Toad."

"Awe come on M, why so cold?"

She snarks a flash of blue/yellow in her eyes punctuating her irritation, "You know WHY Toad." As the glow starts about her hands she gasps quickly running under the bleachers.

Duncan and a pair of friends catch Marlene's jaunt and Tod hopping after her and excuse themselves from the field to follow, Scott catching the same sight and moving to investigate.

"Hey look," Tod whispers as he grabs a few more wallets along the way, "I grabbed some more," tossing the wallets at Marlene's back as she take long slow breaths.

"If you know what's good for you Tod," Marlene's voice going from angry to scared and back with every syllable, "You'll give me some space."

"Yeah she's way out of your league Tolansky," Duncan says cockily as he and his buddies crowd around toad.

One glances down at the discarded wallets and smirks, "Collecting a make over fund Toad?" then laughs.

"Back off Duncan." Scott suddenly interjects.

"This isn't your place Sunglasses at Night, someone needs to show Tolansky his place."

"An you think 3 to one is the way to go?" Scott says adjusting his glasses, crimson energy rimming the edges barely visible.

Toad grunts as he is slugged in the gut, Marlene turning her own eyes, and hands, glowing quite visibly blue-yellow. "Tod!" she shouts.

And then everything went to hell. One of Duncan's cronies freaked, Scott was knocked over, his glasses knocked off which startled Marlene the bio-color energy lancing from her hands, one of Duncan's crew vanishing as the bleachers collapsed and a near propane tank exploded.

The Police and Fire Department arrive shortly, as does a black and gold classic sedan, Xavier it's passenger, a white haired African American woman as the driver. The redhead from before making her way behind the burning bleachers, her voice low, "Humm...it's to hot to touch...at least with my hands."

Raising one hand some of the burning debris rose and moved aside as she telekinetic lifted the ruby shades moving toward Scott who was shivering in a corner.

"You ok?" she said softly moving Scott's hands aside as she slipped his shades on.

"Jean oh wow...I..."

"Shhh, I know," she says softly looking as Scott opens his eyes to see Jean in a world of red as she glances over through the bleachers at Duncan, "Look you better go." She says starting to get up, "I'm glad your alright Scott."

"Jean wait," Scott says suddenly, looking over at the other end of the bleachers where Tod and Marlene are hiding, the later shivering much more then he was. "J-Jean I saw it..."

"Saw what?"

"M-Marlene...she shot something at Kenny and he just...disintegrated...J-Jean," his voice choking, "M-Marlene's...one of us...and she killed someone."

Jean gasped silently, looking toward her as Xavier watched from his car, in particular the lead officer who walk taking with the paramedic and Duncan.

"What happened here?"

"Ugh," Duncan groaned as he cracked helmet was slipped off by the paramedic who inspected his eyes with a light, "I-I can't remember."

"Concussion, seems minor, but there is some memory loss, still we should keep him over night to be sure."

"R-Right." Duncan says half aware.

"Hum," the lead officer says, "Looks like..."

Xavier narrows his eyes as he focuses on the lead officer.

"H-Huh...of course," he says with growing confidence, "Must have been a leak in that propane tank."

"I-Is Kenny alright?" Duncan says with sudden alarm.

The officer checks a notebook in his pocket, "Kenneth Morte? EMT's are still clearing rubble but he hasn't been found yet, no."

"It happened again," Marlene said in a corner, tears rolling down her cheeks, anger flashing for a moment as she glared down at Tod, "You see why it isn't healthy for us to be friends now right? I'm a Man-Eater, don't you get it?"

Tod smile reaching out a comforting hand, Marlene shrank away, "You'll figure this out, and I'll be right there with you."

"Just leave me alone Tod," now back to despondent as tears rolled and she ran, "Before you're next Tod."

As Duncan is moved to the paramedic Jean runs to catch up, as Scott watches, Tod coming up behind him shortly there after, "She didn't mean it...you know...it...just sort of...happens."

Scott turns away, pausing to look up at the sky, "I get that...doesn't change anything."

As Scott walks off Tod crouches, watching him, a unreadable look on his face. As a fly buzzes past Tod shoots out a long green tongue and snatches it up.

"Things are under control, for now." Xavier notes to his driver, "Now, we better hurry, we have a train to catch."

Shortly at the train station Xavier and his Driver look around as passengers exit.

"Kurt?" the woman wonders as a blond boy leaves the train.

"That's not Kurt," Xavier notes looking to a cloaked figure getting off further down track, "This is."

Out of town along the back roads a man rides a bike into a refill station, as he removes his gloves he moves toward a newspaper rack reading the title about the explosion at the school, "Trouble at home," he whispers, before grabbing it.

"You, uh, gonna buy that paper?" the elderly clerk asks nervously.

"'S why I'm holding it, bub. Bottle of water, too. Cold."

The clerk gets the water in a glass bottle nervously, "Warm weather we're having, for this time of year." Setting it down.

The stranger snatches it up, slicing the top of the bottle off with some blade while the clerk's back is turned to the stranger. Downing the entire contents of the bottle and slamming it onto the counter, "Recycle that for me, will ya."

The clerk stares, having missed the whole thing, and only knowing that the upper half of the bottle is sitting on the counter next to the bottom half as the stranger pays with a twenty and leaves without his change, getting back on his motorcycle. From a nearby peek a figure in a leather jacket with claws and yellow eyes grows, and watches the stranger.

The Xavier Institute

"Give it up, Jean, it's hopeless."

Jean is in the bathroom, brushing her hair while using telekinesis to hold up a mirror. "Just a second!"

"C'mon, we're going to be late!" Scott protests.

"Almost done!"

"Do you want me to blow this door..." Scott says reaching for his glasses.

The door opens suddenly, Jean glaring at him.

"...down?"

"So, are we going or what?"

Jean touches Scott chin as she goes making him smile a little. The two passing the Professor's office along the way.

"We're heading out, Professor!"

"Just a minute you two. Come here. There is someone I want you to meet."

Jean and Scott pause then enter the office Xavier, his driver and Kurt (cloak, hood, and all) are waiting.

"This is Kurt Wagner. He arrived on the train late last night."

"Hey, Kurt. This is Jean. I'm Scott. How ya doing?" Scott offers his hand, Kurt looking at it and backing away toward the Professor.

"It's all right, Kurt. You're among friends here."

Kurt steps forward and shakes hands with Scott, his hand is blue, and only has 3 fingers, "Hello." his voice is cautiously optimistic.

Scott glances down and is slightly startled, raising an eyebrow. Kurt quickly withdraws his hand.

"I was just telling Kurt how I made this institute for gifted youngsters. Youngsters whose gifts are not always an asset," Xavier narrows his eyes at Scott, "right, Scott?"

"Y-Yeah," he say scratching the back of his head, "A-about that...I..."

"It wasn't all Scott's fault," Jean intercepts, "Marlene..."

Xavier raises a brow, "And you were going to tell me this when?"

"We wanted to talk to them first."

"Them?"

"Tod Tolansky might have special...gifts...as well," Scott says glancing over at Kurt.

Xavier sighs, "Fine, bring them in, last night was on all the news channels and if they are...gifted they may need training. Fortunately no one was badly hurt in last night's incident and the true cause was not discovered but you must be more careful, all of you."

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

"Control, Scott!" Xavier says with a authoritative raise of his voice before looking to Kurt, "Scott's eyes project an optic force beam."

Kurt finally lowers his hood revealing a blue face, fur, and pointed ears, "Cool."

"So what about you, Kurt? Got a special gift that brought you here?" Jean smiles.

In a puff of smoke and a pop sound Kurt teleports across the room and swishes his blue spaded tail around, "Maybe."

"I'll show Kurt around while you two are at school."

Bayville High, principal's office.

Tod is sitting in a chair outside the office, watching his feet as he dances them back and forth. After a moment the principal's door opens, "Mr. Tolensky?"

Tod rises, following her into the office. Grimacing she waves her hand in front of her face and moves to a window, "Ugh. Excuse me while I open a window."

While Principal Darkholme is opening the window, Tod hops onto a chair, squatting on the seat in typical toad fashion.

"Ahh. There. So, Toad," causing Tod to smile at the name, "shall we have a talk about your new friend, Scott Summers?"

"What about him? He's cool. If it weren't for him those jocks would have stomped my skull flat."

"Hmmm, yes. As you have noticed, Scott has special powers. There are other like him. We need to know more." Ms. Darkholme vanishing behind him her voice dipping lower, "Much more."

"Uh, well, I don't know..."

Her voice distorting as she suddenly shouts, "SILENCE! You'll do as you're told!"

She grips his shoulder, her hand turning into a purple claw. Turing Tod to face her as she shifts into the form of a sharp-toothed monster.

The mansion, Kurt's new room

"Wow. This bedroom... is mine?"

The room is massive with plenty of room to walk around even with a queen sized bed, stereo, mirror, chairs, desk, and all the amenities befitting a mansion bed room or a expensive boarding school. Kurt is still wearing his robe, with the hood down.

"Of course, Kurt. That's why your parents sent you here. Because they knew you would be happy."

"Happy?" Kurt walks toward the Professor, pausing at the mirror, "How can I be happy when I look like this?" he pauses emphasizing the next point, "I scare people." frowning.

Xaiver's driver puts a small box on the bed.

"Mm, I have a surprise for you, Kurt." Xavier says handing Kurt him a watch. "Put this on."

Kurt slips on the watch with the face facing down, his appearance changing with a blur of progressive scan lines like a TV to a human appearance, five fingers, regular plantigrade legs, Caucasian skin, round ears, no fangs, no tail.

"I don't believe it!" Kurt looks into the mirror with a gasp of joy. Turns checking behind him, then flexes his fingers. "I, I'm normal!"

"Of course you're normal, Kurt. But not because of the Image Inducer." the driver stays reassuringly.

"Storm is right, Kurt. Normal is what you truly are. Never think otherwise." Xavier says as he turns off the image inducer, "This is just a disguise, so you will not be persecuted by those who do not understand your gifts."

"I understand, Professor. But nonetheless," Kurt smiles as he turns it back on, "you RULE!"

Storm and Prof X leave leaving Kurt to looks into the box Storm put on his bed, finding his new uniform.

Bayville High, students are moving around the halls, talking to friends, getting stuff from their lockers. Scott stops at his locker.

A blond boy, a friend of Scott looks over at him as he grabs his lunch from his own locker, "Hey see you in the cafeteria."

"Just grabbing my lunch. Save me a seat!" Scott says as he grabs his lunch and closes his locker, Tod coming up beside him, leaning on the lockers.

"Hey, Summers." Tod spins then backflips up onto Scott's locker. "What's up?"

"Where's your friend...Marlene." Scott looks around; the hallway is deserted, "That's quite a jump."

"She's not what you call a people person," Tod explains off hand, before moving on, "I'm surprised you could see it through them smokies of yours. Here, let me help." spitting out his long, slimy tongue Tod grabs Scott's glasses.

"HEY!" Scott shouts, covering his eyes with his arms, dropping his lunch.

"Whatsamatta, Summers?" tod says shaking the slime off the glasses, "Afraid to, heh heh, open your eyes?"

"Obviously, we both know what will happen if I do." Scott says holding out his hand impatiently. "Now give me back my shades before I go nuclear on you."

Tod rolls his eyes, "Alright! Alright, you as bad as Man-Eater! What were you two separated at birth?"

Scott's eyebrows gow up as he suddenly punches the locker, his eyes held tight, "Don't joke about that!"

Tod throws up his arms in protests as he leaps down slipping the shades back on Scott's head, "Wow, touchy subject, you two really are alike."

Scott raises a brow, "What are you talking about."

Tod lowers his voice conspiratorially as he leans in closer, whispering, "Maybe I shouldn't, she trust me yo...you know."

Scott takes a calming breath, his voice dropping to a whisper as he is lost in thought, "When I was just a kid," tear were building in his eyes, "M...My brother, Alex, and I...t-there was a plan crash...He...I..."

"Y-You lost your brother," Marlene came in slowly, reaching out a hand to comfort Scott but quickly pulled away, rubbing her shoulders.

Scott nodded, "A-any my parents."

Marlene looked away, a mix of pain, rage, and tears in her eyes, "Mine were murdered...t-that's w-why I can't touch any boys..."

Toad started to back off, "You and me, we got somethin' in common, Summers. Maybe not like Man-Eater but we're both special...yo..I'll leave you two to get acquainted but," Tod tongue snatches Scott's lunch as he hops off out a open window, "let's do lunch...get to you know...know each other."

Scott nods but doesn't take his eyes off Marlene reaching a trebling hand to comfort her, she shrinks away with a look of abject terror.

"I'm not going to hurt you Marlene."

"I'm not afraid of you Scott, I'm afraid of me." her voice dropping lower, "My...powers...are very selective..."

Scott pauses a moment before nodding, considering her words, "They only work on men? Is that why Tod calls you Man-Eater?"

She nods.

Scott's voice becomes suddenly much more calm, "Xaiver's, he can help you."

"Xaiver's a man, he can't help me, " Marlene gasps, "Only get hurt...or worse."

"There are women at the Institute, Ms. Munroe for example..."

"Forget it Scott," She says running off, "I won't be responsible for another one..."

Xavier is in his study reading a book when red lights start flashing and the wall opens up to show Cerebro, a metal helmet patched into a console of several keypads, monitors, and other devices. His gaze drawn to one of the screens which has a map of the high school and a blinking red light on it.

"Hm. So, out in the open." he muses just as the phone rings. Pressing a button on his wheelchair answers the line, "Hello, Scott."

From a payphone at school Scott pauses a moment, "Man, Professor, you know it always weirds me out when you do that."

"Sorry, Scott. What are you calling about?"

"These two at school... well, they're kinda like us."

"Hmm, yes. Todd Tolansky, I just picked him up on Cerebro, who is the other one." Xavier opens as he presses a button on the console and compartment opens holding the helmet, Xavier sets it on his head.

"You know him?"

"Cerebro just picked up a reading on him. He must be using his powers openly now."

"Well, he's not the kind of guy I'd really like to share a room with. To put it bluntly, he has the personal hygiene of a dead pig."

"We cannot turn our backs on anyone, Scott. You know that."

"Yeah. I know."

"And this other one?"

"Marlene E. Tarrs, she...is resistant to join us...she seems afraid of hurting me...and you."

Xavier raises a brow as Kurt walk in, in uniform, "How so Scott?"

"What's that thing, Professor?"

Xaiver turns to Kurt a moment, muting his end to Scott, "That 'thing' is Cerebro. It detects the manifestation of special powers, which is how I found you."

Kurt points to picture of Tod on the big screen, "So this guy is one of us?"

"That remains to be seen." Xaiver say returning his attention to Scott, "Sorry Scott you were saying?"

"She says her powers only effect men," Scott pauses looking around and lowering his voice, "She's afraid of..."

"I get the idea Scott...keep trying, we can't force anyone but it sounds like she needs a friend."

"I know professor," Scott says with a sigh, "B-Bye."

As the call ends Xavier reaches out to Storm scanning the mansion until he connects with her mind, 'Storm?'

She is in her room watering her plants with a miniature storm cloud, 'Yes, Professor?'

'There is someone I'd like you to audition for me.'

The mansion, evening

Storm throws open the glass doors on her balcony now in her uniform and soars into the air as Toad hops up to the fence surrounding the mansion grounds, gripping the bars and looks up. "Heh. Cake."

He jumps over the fence and bounds toward the mansion. He stops to look up at the developing storm and sees Storm flying through a break in the trees and the clouds gathering after her. It starts to rain, he scowls, "Whoa. Now that is just freaky."

Storm starts to fire lightning bolts at Toad.

"EEEEK!"

She fires, he jumps, rince and repeat as she leads him toward the main doors where inside Kurt is wandering around. Kurt looks up at the sound of thunder then continues down the main staircase to the entrance. As he gets to the bottom and approaches the door they slam open and Kurt has to brace himself against the force of the wind.

"EEEEEEEEEEK!"

Toad flys through the open door, hitting Kurt. They roll across the floor until Kurt manages to fling him off. They come up facing each other and pace in a circle like a couple of alley cats.

"Whoa! What are you? Some kind of ratty plush toy?"

Kurt sniffing the air with disgust, "Ugh, the name's Nightcrawler. And at least I don't reek like unwashed lederhosen."

"You blue-furred freak!" Toad leaps for Kurt who 'ports away. Toad grimaces at the smoke and tries to wave it away.

Kurt hangs from a huge light two stories up, "As you say in America, Neener, neener, neener!"

"That ain't gonna help you, boy!"

Toad leaps up to the light as Kurt jumps off just before he reaches it and lands on the wall, "You're so slow!" winking.

"Grrrrrr."

"You couldn't catch flies on a windshield!"

Hopping from one side to another the two continue their acrobatic duel, moving down a hallway as Storm flies in through the still open door. Xavier coming down a hall shortly thereafter.

"Tolensky is indeed gifted. He could be one of us." Xavier muses.

"Sometimes, Professor, I feel your good heart blinds even you from the truth. He tried to break into the grounds!"

Kurt and Toad come down a different hallway, continuing to knock things over.

"Over here! No, over here! Over here!" Kurt taunts as he chain teleports.

"I'm going to rip out your pointy tail you fuzzy gecko!" The two doubling back to another big staircase.

"Monkey boy! Come here!"

Toad lashes out with his tongue but Kurt jumps away and Toad hits a window.

"Ha!"

"This test is over. Todd Tolensky does indeed have the X gene. He may stay here if he so desires." Xavier shouts out.

"The only thing I DESIRE is blue boy's fuzzy head!"

Kurt is on another giant lamps as Toad leaps for him, catching Kurt's arm with his tongue before Kurt can jump away. As they struggle on the light for a moment then fall off. Kurt teleporting before they hit the ground, to the surprise of Storm and Prof X.

They reappear in midair in a large metal room, "Vos sever, where are we?"

"You're asking me, fool? You're the one who brought us here."

"I think I am going to regret it, louse!" Kurt points as some giant weapons emerge from the walls to aim at them. The duo quickly bouncing around, avoiding the blasts.

"EEEEEK!"

In the main halls Scott and Jean who are hurriedly getting into uniform as red lights and klaxons blare.

'Scott, Jean! Nightcrawler and Toad have teleported into the Danger Room.'

"Oh man, the Danger Room has automated defenses!"

"It'll attack them with everything it's got!"

'Hurry!'

Kurt and Toad are still bouncing around as Jean and Scott rush in.

"I'll take care of the cannons. You keep them away from the tentacles."

Jean takes flight, "On it!"

The two continue to bounce as Jean lifts Kurt up just before he's caught in a claw tentacle, "You are an angel!"

"On occasion. How about you, are you a demon?" Jean jokes.

Meanwhile Toad is being squished between metal panels until Scott blasts him out, "Tolensky, over here!"

Xavier and Storm finally reach the control room a few moments later, "Automatic override. Voice print- Charles Xavier."

"Confirmed. Shut down in 5 seconds."

Kurt still held by Jean's telekinesis smiles, "Now I get it! It's a training area. Watch." as he teleports to a cannon, "I just pull the plug and- WWAAOOW!"

The cannon shakes Kurt off and begins firing in all directions. One blast hits Scott and Toad and slams them into a wall. Storm hits it with a lightning bolt. Everything else turns off.

"Man, I've seen enough. I am out of here!" Toad says hopping away.

"Tolensky Stop!" Jean says throwing up a hand.

Tod pauses, eyes dilating as he looks back blankly at Jean, his voice hollow, "Alright."

"Jean!" Xavier scowls.

Jean releases her hold and looks on sheepishly, Toad hopping off. "S-Sorry professor."

"What were you thinking Jean," Scott glowers at her, making her shrink away more.

Xavier calms things, "It's ok Scott, things got out of hand...on all ends."

"I blew it, too, Professor. I'm sorry. You've been wonderful but I guess I just don't belong here either." Kurt says teleporting away.

"Nightcrawler, wait!"

"No sweat, Professor. I'll handle this." Scott says rushing out.

Outside the mansion

Toad jumps out a window and lands on a outdoor table. It breaks and he tumbles up to the stranger from the gas stop, who has just arrived, "Going somewhere, bub?"

Toad puts up his fists, ready to fight, the stranger pops metal claws from his knuckles, 6 in all 3 on each hand, Toad cringes.

"Logan, NO! Let him go." Xavier shouts as he wheels out.

A petrified Toad forces a laugh.

"Hrrm." Logan grumbles as he retracts his claws and stands aside. Toad hopping away, mumbling to himself.

Logan sniffs the air, "I came back because I thought I smelled trouble." he sniffs again, "Of course, it could have just been stink boy over there."

"I'm afraid not. Welcome home, old friend."

Kurt appears in the hanger, "Vas ist das?"

"The SR-77 Blackbird. Twice as fast as the SR-74 and with four times the firepower." Scott says walking in.

"Sehr gut. Is it yours? Please tell me you get to fly it."

"It's ours. And if you stick around a while, I'll show you how to pilot this bad boy. So what do you say? Want to be a member of our team?"

"Me? I almost got you killed a few moments ago."

"Yeah... don't do that again. But look, we all make mistakes sometimes. I know I do. That's why we're here. To learn not to make mistakes like that."

"And you don't mind... the way I look?"

Scott laughs, "Dude, just don't hassle me about my shades and we'll be fine."

Kurt smiles, "We have a deal then."

"Come on. I'll show you where they hide the sodas."

Principal Darkholme's office

"I don't believe it! You were actually inside and you RAN AWAY!"

"So I freaked."

"Try again! Apologize, do whatever you have to to get on their team," Ms. Darkholme's voice dropping a octave, "Am I clear?"

Toad swallows hard and leaps out, knocking over his chair. Ms. Darkholme slamming the door behind him.

"AAAARRGH! RRAAARGH!" Ms. Darkholme says as she shifts into Mystique and goes to pick up her chair as Things on her desk start moving around, paperclips starting to dance. A figure floating in the background.

"Don't be so hard on the boy, Mystique. We don't want to drive our ranks into the arms of our enemy...especially when one is going so deep undercover?"

Mystique's voice shrinks, "No, sir. I'll be more careful."

"See that you are."

The paper clips fly into Mystique's face and she shouts, "Aaah!"

"Remember, this is only the beginning."

Mystique pushes open the door to the 'Brotherhood of Bayville Boarding House," which is somewhat rundown 2 story house, "Toad, Man-Eater, show yourselves." Hanging off to Mystique's side is a young girl about 12 at most, her hair straight and loose and dressed in military fatigues. A onyx cat necklace hanging from a gold string around her neck.

"Whoa, new girl!" Tod exclaims hopping over to examine the new girl, "Whose the kiddie Boss lady?"

Mystique smiles patting the girl's back, "This is Nala...Tanker."

Marlene smile, moving closer and wrapping her arm around Nala, "Nice to have another girl!"

"Soooo," Toad says cautiously, "Is she like...gonna explode on us or something...what's a 'Tanker' do?"

Nala smirks, "Let's just say I'm hard to hurt."

"Yo, ain't she a little young for Bayville, is this like Brotherhood Tykes Division?"

"I'm old enough," Nala glowers.

Mystique putts a comforting hand on the young girls back, "Part of her mutation is she appears younger then she is."

"And short," Toad says standing tall and dwarfing Nala in stature.

Nala growls.

"Don't you have somewhere else to be Mr. Tolansky." Mystique growls ushering Toad out to leave Nala alone with Marlene.

"So..." Marlene say to break the ice, "What's your story."

A few days ago.

"This had better be good." Mystique glares at the shadowed figure in the back of the care with her, they had driven out to a scrapyard, "what is it Bast?"

The figure pointed out the window, "Nala kitten show Mystique what you can do."

Nala emerges from behind some rubble as the shadowed woman waves a hand, a tower of rubble wavers before toppling, Mystique gasping as a heavy refrigerator drops toward Nala. She braces herself as it hits. Grunting with effort but holding her ground until she can get the leverage to toss it aside.

Mystique smirks, "Impressive," then glares at the woman, "and your just handing her over to us?"

The woman smiles sharp fangs, "A war is brewing, I intend for my daughter Nala to be on the front lines. But while I can do many things I am not a fighter you and your master are...you can train her."

"And what of Xavier?"

"That's the best part," the woman purrs like a cat, "Xaiver's cant detect her, her mutation is...unique."

Mystique smiles.

the present, the x-mansion

Tod hangs his head low as he approaches the main doors of Xaiver's, as he enters Logan and Scott soon greet him, Tod balances at Logan then smiles at Scott sheepishly, waving his hand, "Hi Scott...that offer still open?"

Scott smiles, "What changed your mind?" his thoughts absently drifting to Jean.

"Heh...heh...it was a crazy d-day...but I know you wouldn't try and hurt me Scott, you saved my life." Tod says slipping a arm around Scott.

Scott grimaces and puts the arm away, "Let me introduce you to the Professor, he can set you up with your room..." Scott pauses, "But I already know he's going to require a extra commitment from you."

Toad swallows hard, his mind drifting back to the purple monster/Mystique, "W-what kind of commitment."

Logan sniffs the air as he joins them with a scowl, "Daily baths for one stink-fly."

Toad looks mortified.

"And this is your room," Storm says waving to another large room much like Kurt's, setting a box on the bed, "We gave your uniform a little work so you look more like a team member."

Tod's eyes water as he looks at his spacious accommodations, "T-this is for me?"

Storm nods, "If we get any more students though you may need to double up. But that's normal for any student. Though for now you have it all to yourself."

Toad hops over to the bed, splaying out, "This is so cool," eyes watering, "I just can't believe it."

Storm smiles, "Welcome to the X-Men Tod."