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Author's Notes: Welcome everyone to the newest chapter of X-Tamers: Upgrade. Sorry it was so long in updating, I dropped the ball, but I hope you enjoy.

As always, please leave a review if you read the story.

Disclaimer: I own neither X-men: Evolution, nor Digimon.

And now, along with thanks to a reviewer for pointing this out, let's start the show!

Cue cool theme song twice…

Vvvv

Upgrade – Prey

The mutant named Rika Nonaka was in Chemistry class, listening as Dr. McCoy explained what they would be doing during the lab period. She had to admit, the man was good at getting the students to work hard and enjoy their projects, though she did wish she could enjoy them as much as everyone else did. Instead, she had to spend part of the time babysitting her lab partner.

The blonde-haired boy was the X-men's second newest recruit after Suzy. The Professor had located him in a rural town, and though it had been difficult to get him to leave, he had quickly attached to the Institute. However there was one big issue with Ryu…the boy's memory was almost completely empty.

In fact, the problem first showed up when they went to offer him a chance to join the Xavier Institute. His caretakers, an elderly pastor and his wife, said that they had found the boy sleeping on the church steps one day with no clue of who he was beside his first name. The Professor rated it as one of the strangest things he had ever seen, and he and Professor Logan had taken an immediate interest when the boy first revealed his mutation. He was capable of turning his fingers into three metal claws made of the same material as Professor Logan's, along with a skeleton coated in the same material, and some enhanced senses as well. Once he joined them, the two spent a small portion of every evening with the boy trying to unlock some portion of his missing memory, with little success, other than his insistence that a friend was going to come pick him up sometime, and that bit of information seemed useless because he wouldn't even say who his 'friend' was.

Despite his memory problems, Ryu still had a sharp mind, but he could be a bit…naïve at times, and that is why Rika had to watch him. To keep him from accidently using his powers in class again, or blowing up the lab, whichever might happen first.

"…Now we'll be using this electromagnet to study the different metals' reactions." Rika just caught the last of the speech and raised her hand.

"Dr. McCoy?"

"Yes Rika?"

"Can I speak to you for a minute?"

"Sure thing," he said, "Class, I want everyone in full lab uniform when I get back." He then went with Rika out into the hallway and shut the door halfway.

"So what can I do for you?"

"Ryu and I can't due this experiment," she said, handing him a note. He skimmed through it quickly before nodding.

"Well, I've never seen a medical excuse for magnets before, but all the signatures look correct," he said, "You two can just write a report by tomorrow and hand it in."

"Thank you," she said, before they returned and she pulled the boy from the class. Professor Xavier had written the tamers excuses for such an instance after they had discovered their weakness on Asteroid M. As for Ryu, he had thought it wise for the boy to avoid all exposure to magnetics, or risk exposure when every magnet in the room tried to latch onto him.

"Where are we going?" asked the boy as he followed her.

"The library," she said, "We've got some papers to write."

Vvvv

"Today class," said the Mr. Willison, in his droning voice, "We'll be listening to Adagio for Strings. This is a piece by Samuel Barber from the Modern Era and…" Tabitha's mind chose this moment to zone out, guitar riffs playing in her memory.

She came back to focus when he flicked the lights out and began to play the song. It was strangely haunting, and it actually immediately caught her attention, unlike most of the music that Mr. Willison usually played. However, it seemed to be have different effects depending on who was listening.

Tabitha's began to look around the room, there were the usual suspects, some asleep, some listening and taking notes as if their life depended on it. However, she saw one student who was different. Tabitha didn't recognize her, but she definitely could see the light from the projector reflecting off the tears that were on her face. She watched as the girl touched her face, before she closed her eyes and bolted from the room, immediately drawing everyone's attention.

There was an awkward pause for a couple of seconds, with only the music playing as the class stared at the door.

"Um…can I be excused?" asked Tabitha.

"Go ahead," said the teacher, still shocked from what had just happened.

Tabitha exited the class and saw the girl disappear around a corner down the hall. Something was wrong with her, and Tabitha wanted to make sure she was okay. She seemed to be drawn to outcasts, maybe due to her own history if she thought about it, but she didn't have time for that right now, the girl was moving…fast.

Vvvv

Rika was not enjoying her trip to the water fountain. Since she had left the library for a drink she had nearly been knocked over by a girl running down the hall and successfully knocked down by the next one.

"Get off me Tabitha!" she said, pushing the girl to the side.

"What happened this time?" asked Rika when they managed to get up.

"I didn't do anything," she said, looking past her.

"That's what you said about the room," she replied, referencing the second and last time the girl had set off one of her "time-bombs" in the room they shared during her stay at the Institute. After the battle that occurred over it they had agreed that she wouldn't set off anymore in the room, and Rika wouldn't teleport her to the roof when she went to sleep.

"Look I didn't do anything," said Tabitha, "But I'm in kind of a hurry. Did you see a girl run past here?" Rika believed her, mostly due to the fact that there wasn't a fire alarm going off or anyone chasing the girl.

"Yeah, she went up the stairs," she said.

"Thanks Sequoia," she said, before running off.

Rika fumed silently as Tabitha left, she hated that nickname. Her code-name since joining the X-men was Sakuya, after her partner of course, but Tabitha purposefully screwed it up since the day she had heard it.

"Hey Rika," came Toad's voice, and she turned to see the boy sitting on top of a row of lockers.

"Todd," she said, "Why aren't you in class?"

"I could ask you the same thing," he said, before hopping down. "Can we talk?"

Vvvv

Tabitha had finally managed to track the mysterious girl to the roof of the school; just a door separated them now. She eased it open and saw that the girl had her back turned and was sobbing quietly. It was then that Tabitha finally got a good look at the girl she had been chasing.

Tabitha couldn't see her face, but her hair was dark brown and reached beneath her shoulders. Her attire was simple, a dark-green t-shirt and blue jeans, looking like they could have been bought anywhere. In fact, she seemed so plain that Tabitha wouldn't have noticed her walking down the hallway between classes; she hadn't noticed the girl before at least.

"Hey, are you alrigh…" started Tabitha, reaching for her shoulder. However before she could blink, the girl shot up and turned around.

"What are you doing up here?" she demanded, her brown eyes staring directly into Tabitha's.

"No need to have a heart attack," said Tabitha holding up her hands, "I was just making sure you were okay. You bolted out of class like your seat was on fire."

"You didn't have to," snapped the girl. "But…thank you," she added a few seconds later.

"No prob," said Tabitha, "So, do you have a name?" The girl was silent for a few seconds before answering.

"Laura," she said.

"Well I'll see you around some time Laura," said Tabitha, "I'm gonna get back to class before I get another detention." Trusting the girl was fine for now, Tabitha headed back downstairs, making a small mental note to talk to her again sometime.

Vvvv

Tabitha made her way through the school's double doors, immediately catching sight of three of the Brotherhood waiting by Lance's jeep. As she walked up she saw that Lance was nowhere to be seen, probably off talking to Kitty somewhere they couldn't see. They got a few minutes of laughs out of this, before she caught sight of the girl from earlier, Laura, sitting by the school's steps and watching as several students got into Scott's car and left.

"I'm gonna walk back today guys," said Tabitha as Laura got up and began to walk away by herself. She waved and ran to catch up to the girl, who turned when she got close, before turning back and continuing to walk.

"Hey, want some company?" asked Tabitha as she matched pace with the girl. However, all she managed to get for her trouble was silence.

"Did your dad forget to pick you up or something?" she joked, trying to get some kind of reaction. In that she succeeded. The girl stopped dead in her tracks, and Tabitha could almost feel the anger radiating off her.

"Oh...sorry," said Tabitha, "…My dad's not the best guy either."

The girl began to walk again, but she didn't answer; in fact, Tabitha got the distinct impression that she was being ignored.

"Fine, ignore me then," said Tabitha, "I'm just trying to be nice." She noticed as they continued walking that they had entered a park, and were moving further and further from the sounds of civilization. Finally, Laura stopped.

"Why?" she asked.

"What?"

"Why are you being nice to me!" the girl demanded, creating a silence as the birds were scared quiet.

"I…" said Tabitha, still shocked by the outburst, "I'm just trying to be nice. I've been kind of an outsider myself before."

The girl didn't respond, but began to walk again, seeming to be lost in thought. Finally Tabitha decided to try and break the silence again.

"So, where did you move from?" she asked, noticing as the girl's pace changed slightly, as if the question had caught her off-guard.

"What?"

"I haven't seen you in class before today?" Tabitha asked, "Where'd you move from?"

"Japan," answered the girl.

"Far out," said Tabitha, also glad to have gotten a response finally, "My roommate used to talk about it. The place seems cool." She suddenly remembered that the girl probably had no idea what she was saying.

"I used to live at this place called the Xavier Institute," she said, pointing in the general direction, "My roommate and a couple of her friends were from Japan. You might have seen them, the ones with the strange hair colors."

"I saw them," she said, her speech still sounding tight and guarded.

"You need to loosen up, chill a little," she said, grabbing her headphones, "Do you like rock?" Noting the look of confusion on her face, she handed the girl her headphones and pulled out her CD player. Before she could hit play however, she looked up and saw a familiar looking house.

"Wow, we got here fast," she said, seeing the jeep already parked in front of the Brotherhood Boarding House, "You wanna come inside?" Laura shook her head and made to leave.

"Wait!" said Tabitha, before handing her the CD player, "Just give it back by tomorrow." She watched the girl continue walking as she stood by the door, before disappearing inside as she went out of sight.

Vvvv

Later that night…

"Where's he going?"

"I don't know, but he's getting there fast."

Several of the X-men were suited up and in the van, following after Ryu. The boy had been in the middle of a session when he had bolted, straight out the window and off into the darkness. Professor Xavier had gotten Scott, Kitty, Kurt and Rogue and followed, while Wolverine followed on foot. He would have brought more, but Rika and her friends had come down with some kind of strange fever, and he wanted people at the Institute in case anything happened.

"The scent's still strong," said Wolverine through his com-link, "He's tracking something moving." Both he and the boy had picked up a scent through the open window and Wolverine believed that was what had sent him running. He seemed to be correct since they were still following it after ten minutes.

They finally reached the edge of the forest, and the boy disappeared into it. Wolverine heard a small click before he followed him in and the next thing he knew he had lost the scent completely…

Vvvv

"Did you find anything?" Cyclops asked Wolverine.

"This," he said, holding up a small metal canister with a wire attached, "It's part of a tripwire he set off when he ran in here. Whatever this stuff is, it's the second time it's gotten me." He pocketed the canister, determined to have it studied at the Institute; the next time he ran into this stuff, he would be ready for it.

"Anyone else having any luck?" Cyclops asked.

"Nothing," came three replies through the com-link.

"Okay, meet back here and we'll see if we can figure out where he's going."

"Any luck Professor?" The young man asked as he waited by the van for the others.

"A little," said the older man, "It's hard to make sense of it though. Ryu doesn't have the slightest idea where he's going."

"I have an idea," said Cyclops, activating the GPS system. He scanned the map for a moment before speaking again.

"There's a scrapyard a couple miles north of here," he said, "We can start searching there."

Vvvv

Ryu found himself surrounded by old cars and the smell of oil and burning metal. He had followed her all the way here, and the chase was finally over. He transformed his hands quickly, the metal-laced claws at the ready, before a black form darted out of the shadows.

He lifted up a clawed hand and they struck with something equally strong, producing sparks as the metal connected. The figure flipped backward and struck again, but Ryu used his claws to grab the metal blades and hold tight, letting go to avoid being sliced by a kick from the figure's bladed boot.

His opponent still didn't let up though, continuing the barrage until finally he felt his legs get swept out from under him. He felt panic grip him as light reflected off her claws…

Vvvv

The X-men reached the scrapyard in time for the sound of crashing metal to reach their ears. They moved quickly toward the sound, in time to see a sight they wouldn't soon forget.

There was a battle going on between a black-suited figure, their face hidden by a mask, and…some kind of dinosaur. It was a large, black reptile with wild blonde hair and three metal claws, looking very similar to their teammate's.

"There's our man," said Wolverine, pointing to the reptile.

"You mean that thing is Ryu?" exclaimed Kurt.

"I guess his mutation goes a lot further than we thought," said Cyclops, "But we've got to help whoever he's fighting before he hurts them." As he said this the figure leapt up, and there was a small flash, before a pile of stacked cars fell onto the reptilian-mutant.

"Are you sure they're the one who needs help?" asked Rogue.

"Okay, circle around quietly and we'll close in," said Scott, "We'll see who he's been following."

The X-men moved through the darkness as the figure sat down, their friend remaining beneath the metal. As they began to close in the figure remained still, until the X-men could see the mask concealing their face. Finally, they were within arm's reach.

"Who are you?" asked Cyclops.

The figure's response was to move, fast as lightning, and throw a black substance onto his visor, blocking his sight. They then leapt up and dodged Nightcrawler's leap, sending him through Kitty as she phased out of the way. Rogue came from behind and managed to touch a small portion of exposed skin beneath their mask. However, the figure grabbed her hand and took advantage of the shock to flip her, before dodging Wolverine's bear hug.

"Shadowcat, go after Warhead," said Cyclops as he blasted the black substance off his visor. The girl disappeared beneath the pile of cars that buried their teammate as Nightcrawler grabbed Cyclops' hand and they teleported to try and get a sneak attack on their opponent.

Wolverine moved behind the figure as Rogue took the front, Cyclops lining up his shot from the shadows. Shadowcat then appeared from the rubble as Warhead burst from underneath it.

The figure looked around and reached into their pocket, before throwing down several objects. They burst with a flash of light when they hit the ground, the brightness temporarily blinding the X-men. They braced themselves for a possible sneak attack, but when they could finally see again the figure was gone; they were alone in the darkness.

Vvvv

End of Chapter...

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