I don't own anything in the Marvel Universe. I mixed some of the universes, so don't get upset. Namely most of the Astonishing and Uncanny with Buffy: Season 2. I do own Amelia though.

Chapter 1

Amelia had already been through the routine at the Xavier Institute, so when she pulled up to the mansion in her Corvette, she was ready. She had left to go to college at Princeton on the recommendation of the Professor. She never could thank him enough and when she graduated, he offered her a teaching position at the school.

She closed the door to her car and bounded up the steps, purse in hand. She hesitated for a brief moment, then knocked. Cyclops opened the door and she immediately recognized him.

"Hi, Scott. I have an appointment with you and the rest of the X-Men in Professor Xavier's Office at 12 o'clock." She smiled.

"Good morning, Amelia. Right this way." He didn't try to hug her. "A lot has changed in four years. Ororo became a queen, Emma married me, and Logan just got back."

Amelia stopped short. "Didn't you get rid of that creep?"

"Unfortunately, no. I can say that he is an asset to the team though."

"Kurt, Peter, and Kitty?" Amelia prompted.

"Kurt is still here as is Peter. Kitty is in space. She is trapped in a bullet."

"Ouch! What about Rachel and your brother?"

"Which one?" Cyclops asked.

"There's another one? What happened?"

"It's a long story. Short version is my brother Havok has been captured along with Polaris by my other brother, Vulcan. Rachel is with a resistance movement to remove Vulcan and place Lilandra back on the throne."

"I was looking forward to seeing Rachel." She mused aloud. "What about Cable?"

"He's in the future with the mutant baby." Cyclops supplied. They had arrived at the office door.

"Come in." Xavier said from the other side. "Ah, Amelia. How are you? I trust Scott filled you in?"

"Yes, very helpful, Charles." Amelia smiled. "I was wondering if you had some more insight to my powers?" She had yet to notice all the other X-Men in the room.

"Unfortunately, like Rogue, no one can touch you. You have deathtouch and on top of that, you feed on human energy. How have you gotten by for the last few years?" Xavier seemed very worried.

"Since I am a vampire, but a mutant vampire, it's hard to say. I can tell you that I hunted animals for the most part." She looked into his eyes and flashed her fangs. "I am still looking for a human willing to give me blood so I don't have to kill. It would make them weak, but their blood would replenish." Amelia noticed Kurt and greeted him.

"Hello, Amelia. I trust you are fine." Kurt noticed that it was midnight and the moon was high in the sky. "What happened to you?"

"Vampire." Amelia answered quietly.

"How long has it been?"

"3 months. I had one human to start, but I have had none since. Unfortunately, my deathtouch still is with me." Amelia looked back at the Professor. "I can't get rid of it. I don't think I can teach here unless there is a room with no windows."

"I'm sure we can arrange something." The Professor responded. "For now, go back to your rooms, we can talk more tomorrow."

Amelia went straight to the elevator and got in. Pressing down, she noticed that someone else was with her. She turned and saw Logan.

DAMMIT! "Yes, Logan?"

"Just wondering why you let yourself get turned into a vampire.

Oh, for the love of… "I didn't have a choice, my deathtouch doesn't work on undead."

"Amelia, I missed you." Logan purred.

"Good for you. I changed while you were gone. I hate what I am and I won't let you try to convince me you still love me." Amelia all but growled.

He grabbed her arm and said, "Let me prove myself."

"You should be dead." Was all she answered.

"Maybe it's my healing factor."

"Maybe…look, I don't want to be with anyone right now. I have my own problems to deal with. Thanks to Angelus, that little prick."

"Did you just say Angelus?" Logan asked. "As in the Scourge of Europe?"

"No, Angelus as in the vampire that turned me. He was ugly as sin and if I never see him again it would be too soon." Amelia got out on the same floor she went in on and headed for the door.

"Where are you going? It's almost dawn." Logan asked, concerned.

"Shh…my sire is here." Amelia stepped outside. "He's on the grounds."

"That's impossible." Logan breathed.

"But not for me." Angelus grabbed Amelia from behind. "Still not fast enough, Amelia."

"Gee, thanks." Amelia quipped. He whipped her around.

"Hi, beautiful." Angelus showed his fangs then went to his human form. He was so handsome and it was the Scourge of Europe, much to Amelia's horror.

"Great. Just great. Now the slayer is going to be after me too, Dumbass." Amelia punched him.

"Ouch! Watch it!" Angelus said. "I know. She followed me here. Isn't that delicious?"

"Not really." Amelia said as she saw Buffy come out of the woods. "Angelus, stop getting into trouble and taking me with you."

"Oh, two vampires and a wolfman." Buffy said as Logan snorted.

"I'm a mutant, lady." Logan said.

"Good for you, but I have two vampires to kill. Angel is waiting for me." Buffy looked at Amelia, ready to pounce.

"Nope, no part of this. Wait, you and Angel are split apart?" Amelia stared at him.

"Yeah, Willow's fault not mine. Angel saved you from dying from that attack. Don't you remember?" Angelus spat his name like poison.

"No, but I am a mutant too. Which is why I don't understand why my powers followed me to my undead existence." Amelia reasoned.

"Look, we going to do this or not." Buffy asked.

"Not." Amelia answered. "Come on, Logan. Let's go to the house." She grabbed his hand and pulled him to the door.

"I'm not done with you, Vampire." Buffy called, following her.

"Oh, but you are." Rachel said, surrounded by the Phoenix Force. "You are going to leave her alone and you are going to leave the premises immediately."

"Rachel!" Amelia went to hug her, then realized that she could get killed. Rachel turned off the scare and hugged her. "You are immune to my deathtouch too?"

"Phoenix." Rachel said. "You're a vampire."

"Yeah, unfortunately. I don't want to be though." Amelia answered.

"It's okay. I don't hate you. It builds character." Rachel smiled and the three turned to Buffy. "We invite you to leave or meet with Professor Xavier before you try to kill one of the X-Men again."

Buffy looked unsure and then nodded. Angelus nodded too and followed Amelia closely as she shrugged him off.

"You are invited, Angelus. If you harm any human under the roof, I will personally burn you to ash." Rachel said, her symbol visible.

"Okay." Angelus answered, knowing not to argue.

"Rachel, you're home?" Scott asked.

"Brought friends. Is the Professor still up?" Rachel explained.

"Yes, I am Rachel. I will explain Amelia to Buffy. Not a problem. Right this way, ladies and gentlemen."