Kitty, Rogue, Jean and Scott watch with a kind of disgusted awe as Kurt and a strange boy have an eating contest in the mall food court. The strange boy is winning, hands down, shoving food into his mouth at an inhuman rate while people just watch, disgusted. Jean is the first to notice the four people approaching at Kurt's back. There are two girls and two boys walking up to Kurt's opponent. There is a tall, willowy blonde girl, a black-haired boy, a sandy blonde boy and a black girl. They look at the contest as if they are used to watching people stuff themselves like this. The blonde puts her hand on the eating boy's shoulder and smiles into his perplexed face. "Ax, we need to go." "Alright Rachel, but can I have just one more cinnabon? Please?" The boy with the dirty blonde hair sighs. "Sure Ax. Tobias is waiting for us outside." The boy, now known as Ax, turns to Kurt, who is just getting up from their table. "It was nice to meet you Kurt Wagner. I hope we see each other again someday." "Ja. Oi, Ax?" "Yes Kurt?" "Vould you like to come to vere I live tomorrow and hang out?" Ax looks at the Sandy haired boy, who sighs and nods. "As long as one of us goes with you, I don't see the problem. We all deserve a little break." Ax smiles and nods at Kurt, who gives him the address to the mansion. "Alright, seeing as how tomorrow is Saturday, why don't you come over early? Like nine or so?" "Is that satisfactory Prin-er.Jake?" "Yes Ax, that sounds good." He turns to the blonde, "Rachel will you go with him?" She shrugs and grins at the boy, "Sure cuz, I'll go. The Ax-man and me. Cool." The two groups parted ways, not knowing that tomorrow would bring a turning of the tides in both the wars against the Yeerks and the war against Magneto.

(Ohhhh, author foreshadowing!!!)

-----A nearby hotel-----

Marco and Rachel are getting on each other's nerves, as always, and Ax is trying to think of something to do while he and Kurt are 'hanging out' the next day. Cassie is worried. "Jake, are we going to be nearby when Ax goes to see his friend?" "Yeah. We'll all stay within thought-speak range and Tobias will stay just outside in case anything happens." "All right. I'm glad Ax is making some human friends, he may never see another Andalite, and we aren't exactly the most normal people in the world." "Yeah I know. I'm glad too Cassie." Cassie sighs and lays her head on Jake's shoulder, showing him in her own way that she loves him, that she would die for him.and probably would in the end.

-----Nine am, the next morning-----

The professor has told the other children about Kurt's friends coming over for a visit, so everyone has to be on their best behavior while they are there so that they can keep their being mutants a secret. Kurt, Logan and the professor wait in the front room for Ax and Rachel to get there and when the doorbell rings Kurt practically runs to the door.that is only five feet away. He opens the door to show Ax, who is looking around in awe of such a large building, and Rachel, who is looking for entrances, exits and possible morph locations. Logan notices her wary eye and watches her until she notices.and sends a glare at him that would make Sabertooth think twice about looking at her. Finally, she smiles and becomes an amicable young lady. The professor smiles at Kurt's friends and waits to be introduced. "Professor, zees are mein friends, Ax and Rachel. Ax, Rachel, this eez Professor Charles Xavier and Logan." Rachel holds out her hand to shake Xavier and Logan's in greeting. "Hello. Nice place you have here." Logan snorts at the girl, who shoots him another of her death glares. Ax lays a hand on Rachel's shoulder and the professor picks up a voice in the girl's head, but it is not Ax's.

The girls sighs and follows Kurt and Ax up the stairs to Kurt's room, where they hang out for the rest of the day, Ax going into the bathroom every hour and a half to demorph and morph.

-----* I am too lazy to write about their day so they meet Jean, Scott, Rogue, Kitty and Evan. Ax nearly gets caught morphing by Kitty when she phased into the bathroom. *---

It is late when they decide to leave. Kurt, Logan and the professor see them to the door. "It vas gut havink you both heer vith me today." "It was fun being here Kurt, thank you for inviting us." A pained, but weak, voice echoes through the heads of the people in the front room.

The voice fades away and Rachel whips around to face the front door just as Amara, aka Magma, rushes in. "Professa! Magneto is out there with his Acolytes! Rogue and Bobby are out there fighting by themselves!" A feral growl rises out of Rachel's throat, causing the four mutants to look at her strangely. She is slowly growing taller, shaggy brown fur covering her body, as her hands become claws. Her snout pushes out as she yells in fury. "How dare you hurt my Tobias!!!" Her voice was the growl of a grizzly as she finished her transformation and hurtled her massive body out the door. Ax followed close behind, his human features seeming to melt off his face. He stops as two legs come out of his chest and take him to all fours, creating a centaur-like creature. His tail whips out of the base of his spine and he takes off into the night to help his friend and ally.

Rachel reaches Tobias and picks up his battered and broken body. He is unconscious, but still alive. Good, I might've had to kill the guy if he killed Tobias. Rachel turns to take Tobias into the woods to find a safe place for him when Magneto spots her. "Oh no you don't my dear grizzly bear." He throws a nearby rebar at the bear.and smiles as it plunges into its side. The bear roars and turns, but seems to think about its options before turning around again and once again trying to leave. Magneto looks at the bear in confusion before manipulating the gate to try to trap it. The bear sees this though and, putting the bird in its mouth carefully, falls to all fours and starts running toward the mansion.and the X-Men flooding out its doors. Magneto thrusts the gate at the bear, but it manages to barely avoid being hit by the gate. Magneto is distracted from the bear when he notices that his Acolytes are being beaten.but not by the X-Men.

Rogue looks at Colossus and snarls, she can't get close enough to touch him, and he is going to barrel through her like she was nothing. She braces herself for the impact.but it never comes. She sees a flash of blue and white and sparks fly off of Colossus's arm, leaving a slash in his armor. He looks up in confusion and sees Ax standing in front of Rogue, his four eyes focused and angry. Rogue looks at the blue furred creature in awe as Colossus looks at his arm and then back to the centaur-like alien standing in front of him.

Colossus decides that that is probably a really good idea.

Gambit is facing Iceman when he spots the bear getting away from Mags. He charges up a card and prepares to throw it at the grievously injured Rachel when a wolf lunges at him from out of nowhere and bites down hard on his wrist.

Gambit cries out in surprise and pain and overcharges the card, causing it to explode. The blast slams the wolf into the ground, but it gets up quickly.missing a paw. It growls at him and stands firmly between him and everyone else on its three legs, holding its missing paw against its bloody chest. Gambit looks at the creature and sees that the eyes are intelligent.too intelligent. It frightens him greatly, causing him to remember the stories told to him by his father. "Loup-gaurou."

Pyro and Scott face off in a duel of the 'leaders', neither giving, nor receiving, any ground.until Gambit's cry of pain. Scott takes a second to see what is going on and Pyro takes the opportunity to throw three handfuls of fire at him in rapid succession. By the time Scott turns around again, it is too late for his human reflexes to save him and he waits to be hit. Imagine his surprise when a heavy, furry weight knocks him to the ground and roars in fury and pain as the fireballs burn into its flesh. Scott looks up to see a very large male Siberian tiger growling at Pyro, burn marks blistered and bleeding on his back and sides. The tiger leaps at the boy, who throws fire at the tiger, who dodges it and snarls. Pyro sees that the tiger is smarter then a normal tiger and decides that perhaps a hasty retreat is in order.

Mags looks at his Acolytes. Gambit is holding his injured hand staring at a growling wolf, Colossus is trying to stare down a strange creature with four eyes and a wicked tail and Pyro is backing away from a burned and bleeding tiger. Mags takes another glance at the bear, who is growling at him, trying to protect its burden and sighs, calling for the retreat. Just as they are retreating they pass by a gorilla, making its way to the battle. The creature looks up at them in confusion before continuing on its way. Mags shakes his head. "Charles sure does get in with strange people."

The gorilla lumbers over to the tiger and puts a hand on its shoulder, drawing the tiger's attention to him.

The gorilla goes to the wolf and picks her up gently while the tiger goes to alien and walks with him into the house. The bear is already there, trying to revive the bird. The bear shrinks and slowly becomes the girl Rachel, the metal bar falling to the ground with a clang when her mass dropped. She stands in the front room of the Xavier mansion in a skintight leotard, barefoot. She doesn't seem to notice anything as she cradles the bird to her chest. The tiger changes slowly into a young man with sandy hair and Kurt finally realizes that it is the group from the mall. The wolf sighs in pain and slowly changes to the black girl, whole and well with both hands in tact. The gorilla changes into the black haired boy and he grins at everyone. "Hey everyone. Hey rach, is Tobias alright?" Rachel looks up at Marco and sees that he is genuinely concerned. Rachel shakes her head. "I don't know Marco, he is still unconscious." The black girl, Cassie, holds out her arms. "Let me see him Rachel." Rachel hands the bird to Cassie, who examines him carefully. "He is okay. He's got a broken wing and is bleeding, but he'll survive." The tiger-boy turns to Rachel, choosing to ignore the people staring at them for the moment. "Rachel what happened? Why did you do that in front of all these people?" Rachel looks up sadly, but her eyes change from sad to angry in an instant. "What did you think I was gonna do Jake? Do you think that I'm so cold- hearted that I would ignore the call for help from one of my friends? I was not going to let him lie there and die by that man's hands! No way!" her eyes flash angrily until Cassie stands and places a comforting hand on Rachel's shoulder. "Rachel, calm down. Jake, you know that any of us would have and have done the same thing." "Yeah dude, we have all done it before and we've come out relatively all right." Jake's voice is cold when he responds to Marco's comment. "Relative to what?" Marco grins, "We aren't dead man." Jake stares at Cassie and Marco for a moment before nodding and relaxing slightly. He hates to chastise them, but this is a matter of life and death and any one mistake could be their last. "Now what guys?"

"We can kill them." Rachel's voice is cold and totally devoid of emotion, but the professor and Logan can tell that she hates the idea, that she would do anything not to have to kill them. Cassie's eyes fill with unshed tears as she remembers the battles, David and the war in general; how many had been lost who were totally innocent? Charles, rolling toward them and asking them a point blank question, interrupts her musings. "Who are you all? I think we are owed an explanation."

The obvious leader of the group looks at Charles and sighs softly before turning to the rest of them. They all nod slowly as his eyes rest on them, obviously this group is close enough to know what the questions are. The boy turns back to the professor, steels himself and takes a deep breath before beginning. "My name is Jake. The girl beside me is Cassie and the boy next to her is Marco. You know Ax and Rachel and the bird is Tobias. The first thing that you should know is that all of us are human except Ax and.well, actually Tobias is human. Ax from an alien race known as the Andalites who was stranded on this planet when his ship was destroyed by the Blade Ship of Visser Three." A groggy voice echoing in everyone's head interrupts Jake's story.

"Tobias!" Rachel hugs the bird close, careful of his injuries, before putting him down on the ground and starting to rail at him. There is no anger behind it though. "What the hell happened out there Tobias? You were supposed to be watching the place so that we weren't attacked while we were in there! You could have died.and we weren't even fighting Yeerks! So WHAT THE HELL HAPPENED?" The bird had been changing the whole time and finally, a boy stands where the bird was. The boy gets up and places a calming hand on Rachel's shoulder. She looks at him with sadness in her eyes and turns away, knocking his hand off, and walks out the front door to sit on the steps outside. The boy sighs and turns to the rest of his group. "She just needs some time Tobias. That is the second time that she has believed that you were either dead or dying and it hurts her more then she wants to admit." Cassie's words ring true and Tobias smiles softly at her and nods. He then begins to explain what had happened to both his group and the very confused X-Men. "When Ax told me that they were about to leave I went to a tree in the front of the house to wait for them. By the time I realized that there was something.not right.behind me that guy in the stupid helmet was throwing a metal thing at me. He and the others with him were floating in some sort of metal-lined ball the like I have never seen before. As I was blacking out I heard him say something about someone named Mystique not spying on him or Charles. That is all I remember." Jake nods at Tobias and turns back to the X-Men and smiles calmly, finally drawing Tobias' attention to them. The boy winces, "Shit. Have you explained?" "I was just about to." Jake turns back to the X-Men; "Perhaps it would be a good idea to continue this in the morning. It is late and we are tired from all the action. We can come back tomorrow if you like." Charles confers with his teachers before answering. *What do you all think? *I think that if they leave, they will not return. *I agree with Hank, they will run and we may never see them again. *But they could also be dangerous. *Good point Logan. So, what do we do? *Perhaps the psychic shield around the med lab could help.

The discussion lasts only another minute before Charles smiles at the new kids. "You may stay in our med lab. I apologize, but we do not know if you are a threat to us and the children or not, so you will be confined there until tomorrow at seven." Jake nods and so do the others, albeit reluctantly. "We understand. Thank you for your hospitality." After retrieving Rachel, the Animorphs follow the professor down to the med lab and they feel almost, relaxed, as the shields come down, effectively trapping them there. Jake turns to look at the others, who have started lying in a circle with a now hawk Tobias in the center. Ax lays himself carefully against the back wall with his tail tucked securely against his back. Jake sighs and lies down next to Cassie. They fall into a disturbed slumber; each left to their own nightmares.

Professor Xavier sits in his chair staring at the stars as he thinks about the kids trapped in the med lab. They had guarded his X-Men in a battle against Magneto even though they had known that he was not their true enemy. They had fought well, but they were unskilled, using their animal transformations to claw, bite and ram their way through the Acolytes. They hadn't cared when they were injured and they had not checked on each other during battle. None of them have acceptable mental shields and they are all transmitting their feelings quite loudly. They are all in some state of fear, anger or despair and Xavier decides that he will take a look into their dreams, to see if he can help them in the future. What he finds out from their dreams horrifies him and gives him a new respect for these kids who protect the world.

Wolf Cassie races down the beach toward the Hork-Bajir fighting with her friends. She leaps at one, pulling his attention from the badly injured Rachel, who he was trying to gut, to herself. She sinks her teeth into the creature's snake-like neck.

Cassie prays every day that the order came after she had torn the throat out of the creature.

Marco is panicking. He is right on the time limit and doesn't want to be trapped as a four-foot tick. His spindly legs kick uselessly as his mind begins to sob in terror. It is Cassie's voice that pulls him out of it, guiding him through the demorph until he is completely human again.

Jake faces the creature on the mechanical pedestal, the creature that wanted them to lose and his heart clenches. The creature is so horrible that he cannot get off his knees, he can't make himself stop shaking in terror. It is the eye that he saw at the end of his experience as a controller. The terrible eye that now looks down on him and Jake looks right into it, defiant of its power even though he knows that there is little to no chance of victory.

Ax waits in his downed ship, which is lying at the bottom of the ocean. He looks up at the light, so far away, and loses another bit of hope. He watches as Yeerk depth charges float slowly toward the domed ship that has been his home for the past few weeks and detonate at its top, cracking the glass. He watches as the cracks grow and spread until finally he sees the dome break and then.nothing

Tobias watches from his perch in the jacked-up building as the Howler guts Rachel in her bear form. She goes down, her innards spilling onto the already blood-soaked ground, and begins to demorph. Jake leaps in front of his cousin's prone form. He is missing a paw and part of his tail. Cassie stands beside him, also missing a paw and an ear. Jake leaps at the thing and the momentum sends them both off the edge of the stairs that they had been fighting on. The fall alone would kill them both, not to mention that the Howler is still attacking Jake. Tobias watches in horror as Jake demorphs without sufficient time to remorph.

Rachel looks at Tobias in horror. He had just returned, surprising her, for she had believed him to be dead. Now he tells her his news and she cannot believe it. She smiles at Tobias, realizing that she loved him no matter what and that they would figure it out when it was all over.

The next morning Dr. McCoy goes to wake the new kids, only to find that they are all awake and human. He leads them to the kitchen where the X-Men are just starting to arrive. Rogue tromps in and sits heavily in the seat across from Marco, who smiles at her before turning to Jake and talking about some basketball team. Kitty phases in and runs to the pantry.just as a BAMF is heard and Kurt appears there before her, beating her to the Cheerios. "Darn it Kurt!" Kurt laughs and walks over to the table, where the Animorphs are looking at him in confusion. Before Kurt has to explain, Professor Xavier and the other teachers walk in, beckoning everyone to the rec room, where everyone can get comfortable for explanations. Jake looks at the professor. "When we are done, I would greatly appreciate an explanation from you Professor Xavier." After the professor nods, Jake continues with their story (after Ax and Tobias demorph). "We are the Animorphs. Thanks to Andalite technology, given to us by Ax's elder brother before we met Ax, we are able to 'morph' into any animal we are able to touch. We concentrate on the creature and 'aquire' the DNA of that creature. The Andalite that gave us the power was not only Ax's brother, but he was also Tobias's father. We were taking a shortcut through a construction site and came upon his ship. He was injured and told us about the Yeerks and how we had to fight them with the power that he was about to give us. It was then that Visser Three showed up and, as the only Andalite-controller ever, morphed into a gigantic creature that tore Elfangor apart and ate him, right in front of our eyes. When we discovered how to use our powers we started gathering our arsenal. There is a very serious catch to our powers though: an extremely strict two-hour time limit." "Like, what happens if you, like, go over?" Jake looks at Tobias, who is preening Rachel's long blonde hair. Rachel answers for him. "You get trapped."

The X-Men look at Tobias, but it is Jake who explains. "Just after we got our abilities we mounted an attack on the Yeerk Pool, which is how they stay alive, that was under our school. The battle was horrible and we got a very nasty surprise when we discovered that Visser Three was there. Tobias was drawing his fire in his hawk form as we tried to escape, but he got trapped in the underground Yeerk Pool with no place to demorph until well after he had passed the two hour time limit. We didn't see him until the next day when he told us what had happened."

The group waits silently for the questions that they know are coming. Not surprisingly the first question comes from the Professor. "How many morphs do you all have?" Jake looks at the others. "Uh, we don't really know. We all have different ones, but I can name most of the ones that we have that are the same. We all have flea, tick, cockroach, fly, dolphin, hammerhead shark, tarantula, wolf, various humans and monkeys. We also have a 'favorite' battle morph and a 'spy' morph. My battle morph is a tiger and my spy morph is a Peregrine Falcon." Cassie "I have Wolf and Owl." Marco "Gorilla and Osprey." Ax "Andalite and Osprey." Rachel "Grizzly bear, Polar bear, Hork-Bajir, Elephant and Bald Eagle." Tobias "Hork-Bajir and Red-Tailed Hawk." The next question came from Kitty. "Like, what is a H-hork-Basher?" Rachel fields this one with an insane smile on her face. "This." Rachel slowly begins to morph and soon a giant, cuisinart from hell stands in the rec room of the Xavier Institute, admiring its new blades.

The X-Men looks at the creature now standing in their rec room with their mouths dragging on the floor. Rachel looks over at them and smiles the creepy Hork-Bajir smile.

Rachel then morphs back to human form and smiles her reckless smile and Marco groans. "Aww man, what insane idea do you have now Xena?" Without answering, Rachel elbows him in the side and Marco bends over and groans. Rachel turns to Tobias. "Like I said, I miss the blades." Jake looks at his teammates in exasperation. "Are you done?" "No. Rachel you are insane, have I ever told you that?" "Actually Marco, I belive you have told her that approximately 198,975,050 times since I have met you." Jake rolls his eyes at them. "Does anyone else have any questions?" Scott asks the Animorphs the next question. He does not trust them at all and means to make that distrust known. "Have you ever killed anyone?" The X-Men look at Scott in shock that he would ask such a question. They then look to the Animorphs, who sit looking in different places. Cassie's eyes fill and she buries her face in Jake's shoulder. Jake holds Cassie while glaring at the ground. Ax looks everywhere but at the X-Men. Marco's boyish smile fades and his chin falls to his chest as he closes his eyes. Tobias stares at the sky. Rachel glares at Scott, staring him right in the eyes when she stands and answers his question. "Yes. We have."

The X-Men look at the kids in horror. The teachers are hiding their shock well, but not well enough to go completely unnoticed. Logan looks at the girl who has suddenly become as cold as Bobby's ice and sees that her eyes are full of pain. Hank sits there, keeping a neutral expression, trying to analyze the girl's admission. Ororo watches Cassie, seeing the hurt in the way the girl is holding herself. Charles had already known the answer, so his expression is neutral. Kitty asks a follow up question. "H-how many?" Rachel shrugs. "No idea. There are too many to keep track of." Jean stands up angrily. "You kill people and you don't even have the decency to remember how many?!" Rachel looks at the red head with a look that has Jean stepping back slightly. "Yeerks attack in groups. Big groups of between ten and two hundred. They attack in the bodies of humans, Hork-Bajir and Taxxons and whatever strange alien killing machine that Visser Three thinks up. Their only goal is to kill us and bring our heads back on platters for their bosses. "We try very hard not to kill them, during battle though it is hard to tell if you are hurting them or killing them." Jean was livid now and none of the X-Men could figure out why she was so angry at the kids. They can practically feel the anger washing off of the girl as she is about to retort, but she is cut off by Marco, who's voice is very quiet. "Have you ever been gutted Red?" Jean looks shocked at the question. "Of course not!" Marco's eyes flash as they meet Jean's. "I have. We all have. We've all lost limbs, blood, sweat, tears and Tobias lost his humanity. Ax may never see another Andalite again and we are alone in the war. We have no idea who is and who isn't being controlled. My mother is Visser One and Jake's entire family has been taken. The rest of our families are hiding in the Hork-Bajir valley that we send those we free to. We have had to watch as people we know are forcibly made to do things that are against their hearts and souls and we have heard their screams to be free when their Yeerk leaves to feed. And sometimes, during battle the Yeerk will lose control for a moment and in that moment the controllers, Hork-Bajir and Human alike, beg us to kill them. Do not judge us harshly because unless you have seen what we have seen and been through our gauntlet you don't have that right." Marco falls silent and the tension in the room mounts until it is so thick that it would take a chainsaw to cut trough it. Xavier breaks the silence. "They have nightmares about what has happened to them, about what they have been forced to do, and he is right. We have no right to judge them for their actions." "How did you know about the nightmares?" Cassie's soft voice cuts through the pregnant silence and the professor looks at her. "Because I saw your dreams last night. You see, I am a telepath and you were all projecting your fear very loudly. We are all mutants here with our own unique abilities, strengths and weaknesses."

"Why Ax?"

"Really?" The hope in Cassie's voice wrings Jake's heart. The girl wanted people that she knew without a doubt she could trust not to be the enemy.people she knew that she would never have to fight. Ax smiles (you know the one, with only the eyes) and nods at the girl.

The X-Men see the joy in the Animorphs' gazes when their alien friend makes his announcement and they realize that these kids were exactly the same as them. A group of kids, thrown into a situation where nothing is as it seems. Cassie buries her face in Jake's arms and cries with happiness while the other Animorphs smile brightly at each other and at the X-Men.