She knew someone was there. And this wasn't the first time either. Being a predator herself, she knew exactly how they to prey on her victim. From the first time she visited the Mansion, she knew something wasn't right ever since then. Something that she couldn't pick from.

An emergency package had arrived and of course it was her job to deliver. She sometimes wondered if that was all she was worth. She would have been left the job, but it was the only reliable source of a sector pass, and she couldn't pass that up.

After riding for about an hour she rounded from the woods to come across a long sector gate that was barbed with wiring and taller than most people would dare to climb. Of course she preferred to flip over things that tall but that wasn't the case today. As she put her bike along the fence and went to the front gate she shortly gasp as the gate opened its self as if sensing her arrival.

She smiled to herself and continued walking for about a minute before she saw or rather "sensed" being watched. Looking around she saw to the east some type of canine watching her. She kept her eyes on the animal until it trotted of to the side of the building. Something about canines, maybe it was her feline DNA, that just didn't help her settle.

She made it to the door and was about to knock before she heard sometime type of microphone

"Thank you for delivering the package. You can sit on the door step and we can take it from there"

Max sighed," But I need a signature, or my boss might be a little--"

Before finishing the sentence a guy of about 6'2 opened the door and step towards Max with the smell of oil and machinery. He had on a white tank top shirt which was bit dirty and oily. You could tell from the outline that this guy did workout and was sporting a nice 6pack abs system. His jeans were torn above his left knee and they too were hugging his hips in a way that made max smile but of course she didn't show it.

She looked to him squarely in the eye. She could tell he was a guy that kept talking short and wasn't one to be pushed around.

Well neither was she.

"Nice mansion you got here."

"I live here, don't own it", Logan said with a bit of chuckle looking the 5'7 female down for the first time.

Smell was the way that Logan distinguish each and every person he met. No matter what a person did or how they changed, the one thing that was distinct, almost as distinct to DNA, was there smell. Supple lips that smelled of cherry and strawberry. Long curly hair that flowed past her shoulders that made her look mischievous smelled of the same shampoo that Jean used. Her body matched that of Jean to yet she had more of a fitness that showed she too workout. She stood on angle that showed that she was impatient and ready for whatever was going down.

They both looked at each other in the eye, brown met brown as they both turned away Max first. "I need a signature". She handed the tablet to him as he took it and signed a signature and looked at her briefly. "Here ya go". Max looked at him one more time before putting the signature in her bag and walking away knowing that his eyes were trailing her until she got on her back and rode away

"Charles you really believe she can help us? She doesn't even look like she could take on Evan in a one on one fight and you say she could prove to be a good ally" Logan thought to himself.

"Wolverine, don't judge a book by its cover. There more to her than just appearance. But before we can even begin to persuade her, there is much work to be done. She'll be back tonight" Charles telepathically told Logan.

Logan looked one more time at the young woman and smiled to himself hoping that the Professor wasn't reading his thoughts.

Max looked back one more time and seeing him looking at her she smiled and rode off. Something about the place sent off her instincts. She wanted to know more. Something compelled her. And plus it was a mansion. There had to be something in there worth stealing. "Yeah that's why I'm coming back tonight" she told her self secretly knowing that it was more than that sending her back.

Little did she know that sooner or later she'd have a better reason to go back.

Storm stood on one side of the room next to Professor Xavier while Logan strayed towards the window looking out at the side. Beast sat down on the couch awaiting for Xavier to begin talking.

"I've discovered a mutant within this very town. I believe that she'll be of use to her." Xavier began.

He clicked a button on a remote and a projector came down. On the screen was a picture of a young lady around the age of 20 looking. She had on a cat suit and seem to be climbing on a tight rope.

" Her name is Max Guevara. She lives her in Seattle in a 2 bedroom apartment complex. She works at a service called Jam Pony Express." He pressed another button. And another picture came up of her. This time with her neck exposing a barcode.

An audible gasp came from Beast." She is believe to be---" Beast cut him off " an X-Series! I thought they were all killed Xavier. This is remarkable. I cant believe it."

Xavier laughed for a bit. " I thought so too, until a source told me about an encounter he had with a young lady. I did some investigation and found for her to be none of than an X series. X5-452 to be exact"

Storm looked towards Beast. " I don't understand. She looks like a normal lady. What's so special about them?"

" X-Series were made basically. Originally they were created in a place called Manticore. They used recombinant DNA and spliced it with human DNA to make Super Soldier basically. At first they started off with feline DNA, which gave them heightened sense awareness, enhanced vision and hearing, there speed was faster than normal humans. There martial arts was unbelievable as no one could par. What made them special was there mental capacity. They could retain and contract so much information making them a living storehouse. They could parallel process like there was no tomorrow and mental strategist was there forte." Beast looked toward Logan. " Her physical abilities were similar to Logan. Hell I'm pretty sure one on one she could take him" he chuckled as Logan turned back towards the window. " There we designed to be able to fight any and all diseases and ailments. They had an very high healing factor, not as fast as Logan but fast in comparison to most humans."

Logan growing tired of this turned to Beast. " So basically she can do what I can, except her mental abilities are up to par with Jean. I don't see why we need her, it doesn't seem that she is something that we can use for a big advantage".

"But there's more to the story Logan, just listen" he told him telepathically

" Manticore has thousands of x-series but also one containment group called the Elitists. They were the highest and most skilled at Manticore. Not only did Manticore go out into experimenting with Feline DNA but also other kinds to trying to make the best of the best. The Elitist groups composed of 5 members. Each

Of them composed of feline DNA, shark DNA, reptilian DNA of a chameleon, electric eel DNA, and some unknown DNA that isn't actually animal DNA, but some unknown life form DNA." Beast started to pace around the room as he continued with his story.

"What we know of is that the shark DNA enabled them to be able to function without sleep. They also are excellent swimmers, and can hold there breath for up 10 minutes. The chameleon DNA gave them the abilities to change and adapt their surroundings such as anything around them and for them to be able to withstand certain weather conditions. The electric eel DNA gave them the ability to pulsate there body with an electric charge, enough to be able to kill a blue whale, which is the largest animal on earth. What intrigues me is the alternate alien form that they were given. Its gives them the ability to age at a slower rate. Being that she looks like she 20, but she's most likely been living for about 40 years. Also she can fake death. Being she can turn off all body function but be aware of it. Very very vital when it comes to capture. And the most intriguing then is that she's able to never be able to forget anything. As hard as it seems its true. Making them a true genius. Now I've looked into the files. Another special thing about them was that they were able to give their genetic code off to their offspring, and there was only one offspring that was made" Beast pointed to the screen. " X5-452, she's the last of the species. A prodigy, and that's why we want her. I'm surprised our dear Xavier found her.

Xavier began speaking again " Yes, and that why I need your help Logan. The thing about her is that she is most unique because she is an offspring. Never known to even Manticore, there was another offspring that came about. However they killed him because at the age of four he was showing signs of abilities that far surpassed his parents. Also in Max unit she was the Martial Arts lead, and also the assassination leader. She is a very deadly female. But she's a good guy."

"Logan I need you to basically scout her. Follow her, and then persuade her. However she will be arriving here tonight, I believe to steal something from my mansion. Go talk to Scott and Kurt, and brief them as they can help you tonight".

Logan nodded his head and left out the room, thinking of how exactly he would "talk" to the brunette.

Max arrived that night in her usual cat outfit that showed the curves that most women would kill for.

She had been in the same position for about 20 minutes. She had everything ready and was going to make her move. She glanced at the house one more time and was about to move when she saw a movement in the distance. Using her enhanced vision she saw that someone was---. She laughed to herself mentally telling herself she must need some sleep. She could have sworn she saw someone appear and disappear with the puff of purple clouds.

She then snapped her head back as she heard the sound of twig being snapped. Someone else was there, and she knew it.

Logan hated the smell of Kurt when he used his powers but he had no choice as he didn't want to be seen entering the woods, and plus he needed a sneak attack for his advantage. He really didn't think this girl was all that great and wanted to prove to professor that she was nothing but an average mutant that really couldn't value them. He sniffed the air and smiled as he smelled the cherry lip balm flavored lips. And the scent was strong to. He walked forward and kept until it was strong. So strong that she would have to be standing directly next to him or ---

Logan rolled into a ball to avoid a blow that would have and could crushed his windpipe. Max step sided from around the tree.

"What do you want?" max asked him while moving into a fighting stance. " Not that I should tell you, but someone thinks you are "worthy". Your not. I'm here to prove that."

"What the hell? Worthy? Whatever. And how are you going to go about that?"

"Well lil lady we can do this two ways, we sit over some coffee and talk--"

Max cut him off " Had that chance and lost it"

Logan chuckled at her. " Then we can do this the old fashioned way, been waiting for you to finally come--"

Max eyes opened then squinted " How'd you I was going to return here?"

"We all got our own little tricks, let me show you a few of mine" He growled as he started to feel the adrenaline pump through his blood and body

They circled each other before Max threw the first kick he blocked it and threw his own that she easily avoided. Getting in close range came in with a fake jab that threw him off, which she used as a diversion to grab his arm and throwing a elbow to the face.

"Not much training I see. I've competed with some of the strongest men on earth, what makes you sure you can take me" with that she somersaulted to him and spinning into a roundhouse that Logan caught with his bare hand and flipped her sending her crashing into the ground.

Max flipped off the ground and hit her foe with another roundhouse kick that send him falling back. Before he even recovered she elbowed him in the rib, grabbed his arm and flipped him on the ground.

" Is that all you got", she asked in a taunting voice wanting more but at the same time smiling.

Her foe got off the ground and did something that she never saw. Not even at Manticore, and they were some of the most advance people on the earth when it came to manipulation of the anatomy.

" You haven't seen anything yet ", as metal claws sprang from his knuckles. He came at her with a whirlwind of claws and the battle begun. Seemed the tables turned as Max back flipped to avoid a swipe of claws. She then fell down to avoid a direct shot towards her heart and shot out her leg as a sweep taking Logan down. Either he was a real good actor or he was trying to kill her.

" Who the hell are you" she screamed at Logan.

" Scared? You should be" He growled as he came at Max with all he had.

Never had Max been put to the test with her skills, but she felt it was time to show this guy that she too had tricks up her sleeve. Logan threw a right punch that narrowly missed her face, she ducked and threw a jab to the stomach, then grabbed his arm and kneed him. Moving faster than normal she kicked him twice before using the momentum of the second kick to throw her self towards him bringing her heel crashing down on Logan. He caught it and picked her up and threw her as she sailed through the air but falling into a stance.

Using the moment to her advantage she color blended with her surrounding preparing for an attack to end this once in for all. She waited till he got up and was about to strike when she saw him sniffing the air and then turning in her direction. She leaped into a tree and moved swiftly among a branch.

Logan sniffed the air. He knew of this ability of hers and it pissed for him to rely on his smell because she was moving at a fast pace. Turning towards the trees and he waited as the scent became a bit steady and turned only to feel him self hit with a hook to the face. He tried to block but it didn't work as he felt a foot crash into his solar plexus knocking the wind out of him. He was made of metal, but that didn't help for the blow of her right heel crashing into his ear, as time stopped for a moment as she appeared before his eyes, before camouflaging again as he was knocked off his feet.

"Leave me alone ok. This is a warning for you." With that she starting off but stopped when she heard him getting up.

"Look here, I came here to persuade you, but kicking your ass seems like a more entertaining idea. And it'll take more than that to take me down."

He charged at him but she simply stood before reacting as quick as a snake, as she step sided to the left and as Logan pasted her jump a bit, she turned to him and hit him in his back before flipping using the momentum of her feet to catch his back as he flew forward. She slowly watched him as he extracted his claws in and out and moved with a speed almost parallel to hers and caught her with a left jab to the stomach, and put her into a bear hug as he began to squeeze her with the force of a bear. Secretly smelling her hair and smiling he whispered in her ear..

"Think your tough well you-- AAAHHH!"

Logan fell to the ground pulsating and convulsing. He forgot about her ability to generate electric currents through her body and it indeed hurt like hell.

" I told you to stop, but now I'm going to make--" Max stopped talking as she heard a faint movement in the background and before she knew it she saw two unfamiliar guys. One of them look normal except he had on a visor of sorts. He was wearing a skin tight suit that was blue and seem to be of a muscular build. Standing at about 6'0 she had to wonder, who the hell is he? The other one.. Well wasn't so normal. He reminded her of an anomaly at Manticore. He was covered with blue fur. About Max height except with a bit of a curve to his back. He was bipedal and instead of 5 fingers and toes, there were 3.

" What did you do to Logan" The guy with the visors asked in a long voice that almost made Max stand to attention

" So that's his name.. Logan. He'll be okay, he just picked the wrong one to fight. What do you two want?" She didn't know who these people were, and she was spooked at how good they snuck up on her within less than 6 ft of her sensing it. She started to move backwards when the unbelievable happen. The "anomaly" guy disappeared, reassuring her that what she saw earlier wasn't a trick but the actual.

And then he was beside "Logan" in all of a second.

She jumped into the nearest tree. And moved from within view. " Who the hell are you people!! First we have this Logan guy able to extract and contract some type of metal claws that could kill. Then I have this furry boy over here able to somehow disappeared. I've seen some things in my past, but wow, this is started to be a little to weird.

" You don't know how much weirder things are about to get…Max"

She stopped breathing. They knew her name. How the hell did they--

"Or should I say X5-452"

They were from Manticore. And she knew now. It was making sense. They were X-series, maybe another group of Elitist she didn't know about. And they were here to take her home. Well guess what, she thought to her self. That was the last place she was going to go. She jumped down from the tree she was in into plain site. Logan was getting coming around and got up and dusted himself off. How the hell does he do that, take so much pain but gets up and acts like it never happened, she thought to herself.

She look toward the three, and wondered how Manticore came up with them. And she was also curious of the guy with the visor. He seemed to be in command, and she didn't know what he could do.

She had been on the run for to many years now. And she knew that she wasn't going back. And she was ready to fight to the death for it. Without warning, she struck.

As fast as lighting, she broke into a run and jumped and laid her body out with her feet connecting with Logan shoulder sending him falling backwards. Not wasting a beat, she was a blur as she rolled when she landed and sprung up at the anomaly, threw a 3 hit combo to the stomach and face, and went into a side kick but was met with nothing, she expected this and threw her self at the guy with visor and threw a quick spin kick that sent him back. Sensing someone from behind she back flipped high in the hair and coming down in back of Logan she smiled and kicked him while generating a current in her body that sent him crashing into a nearby tree.

The guy with the visor came at her again but wasn't a match when it came to hand to hand combat as she flawlessly and smoothly evaded the punches and took him down with a quick 2 hit combo to the stomach and finishing it with a with a front flip as she let her feet grab his shoulders, using the momentum she kicked off him and jumped towards Logan, who was ready with his claws out. He threw a left swipe and then a right and then a left that she quickly dodge and avoided. As good as she was she knew that one contact with the knives and she'd be dead. Catching the last swipe she held on to his arm as she threw a deadly high kick directly to his face, leaving him blinded for a few seconds. She then turned around to see the furry blue magician looking at her. He frowned as she to had disappeared and suddenly he heard it, as he was about to vanish she grabbed a hold of him and she too disappeared with him. If she had not be in a middle of a fight she might have been fascinated with the fact that she was able to move her molecules from one place to another without actual moving her body. They both appeared within 5 ft of the original spot and crashed into the ground. But it was over before he knew as she generated a pulse that rendered him useless. Catching her breath she slowly fell as she was starting to get a little tired.

She looked up in time to see something of a ray closing in on her coming from the guy with the visor. "aaaaAAHH!" she screamed as blackness engulfed her and fainted.