X-Men 3: Here To Stay An original X-Men movie fan fiction

Written by: Jennifer S. a.k.a. AssassinElektra

Disclaimer:

I do not own the X-Men or any other Marvel Comics characters. This is a fan fiction story meant solely for the enjoyment of myself and other X-Men movie and comic fans.

Title: Here To Stay

Genre: Action/Adventure, Romance, science fiction, Marvel comics

Setting: This fic takes place shortly after the X-Men 2: Mutants Unite movie and is set in the movieverse.

Rating: PG-13, for violence

Author's Note: I didn't really know how to describe Ms. Marvel's costume all that much, so I hope you get a clear idea! I apologize if it's confusing.

Chapter 11

Enter: Dark Phoenix!

New York, New York

Hellfire Club Headquarters

"Ms. Marvel, huh?" Logan said, looking at Carol who was in costume. Her costume was one of legend, with a star at the breast of her long sleeved shirt that ended above her bellybutton, and boots and gloves to match. She wore a mask across her eyes that somewhat sheltered her identity, and a scarf around her neck that flowed in the wind. All in all Logan thought she looked beautiful, but he was not used to seeing women in costumes like this one.

"Do you approve?" She asked sarcastically, raising an eyebrow.

"I think his red cheeks show that he does." Bobby said, trying to hold back his laughter. Logan glared at him.

"My cheeks are not red." He snapped.

"Actually…" Logan turned his glare to Nightcrawler, who stopped talking.

"Sorry Logan." Carol said, smiling at him. "This heart belongs to another." She held her hand to her chest dramatically as she begin to hover over the ground.

"You can fly?" Bobby asked, surprised.

"Yes." Carol said, taking off into the air. She flew high above the Hellfire Club Headquarters, observing and memorizing its layout. After a few seconds she flew back down and landed next to Nightcrawler. "Someone broke in through a wall."

"Through a 'vall?" Nightcrawler asked.

"Must have been Peter." Bobby said, smiling.

"There's no sign of him now. In fact there are just a bunch of unconscious guards lying around the rubble." Carol told them.

"Definitely Peter." Bobby told them.

"Sounds like they did all right." Logan commented, throwing his cigarette onto the ground and smothering it with his boot.

"Think 've should go in after 'zem?" Nightcrawler asked him.

"Naw." Logan said. "Not yet at least. If we hear a scream we'll break in, but for now we just wait. If the Professor thinks they can handle it, I do too."

"I hope Rogue's okay." Bobby said, and Logan noticed the look on the kid's face. Bobby was still very much in love with Rogue, and loving someone you could never be with was something Logan could relate too.

X X X X X X X X X X

Kitty raised a fist, ready to fight against whoever the blond stranger was, but Rogue protested. "It's Storm!" Rogue said. "Don't hurt her!"

"What are you talking about?" Kitty asked. "Storm was the one who brought you here." She kept her eyes on the stranger, waiting for the slightest movement.

"No, this is Storm!" Rogue argued, pointing to the woman. "Emma Frost—she works for the Hellfire Club—switched bodies with Storm!"

"Prove it." Kitty said, glaring at the woman who claimed to be Storm.

"Kitten, I took you to your first dance class." Storm said, and Kitty relaxed immediately.

"How did she switch you?" Kitty asked, studying Storm.

"She's a telepath." Storm explained.

"So, do you have her powers now?" Kitty asked.

"Yes."

"How is it?" Kitty asked. "Being able to read peoples' minds I mean."

"I do not like it." Storm said flatly.

"How did you find us?" rogue asked, and Kitty smiled as she pointed to the two way communicator she had around her wrist. Rogue smiled and glanced at hers. "Good thing you made them." She commented.

"Shaw will return." Storm said, breaking the temporary ease of the moment and reminding them of the danger they were in.

"Did you come to help us escape?" Rogue asked Kitty, suddenly turning frantic.

"Yes. Pyro is waiting right outside this room." Kitty said.

"Good." Rogue said. "We'll need backup."

"Peter and Gambit are here too." Kitty announced, and Rogue's eyes became wide.

"What?"

"I said…"

"Tha' was rhetorical." Rogue interrupted.

"I will finally get to meet this boy." Storm said, smiling, and Rogue glared at her.

"So where are they now?" Rogue asked Kitty.

"They should be on their way right now…" Kitty said, and just as she did the wall behind her exploded. They backed away and saw Peter standing there when the smoke cleared.

"I hate walls." Peter said in all seriousness.

"Now dare you be." Gambit said, walking over to Rogue—who suddenly looked flustered. He smiled at her and his eyes glowed brighter.

"You came for me?" Rogue asked, her face lighting up at the idea.

"We should get going." Peter told them. "The guards will awake soon."

"And Shaw be out for only a while, Chere." Gambit told Rogue.

"You faced Shaw?" Storm asked, and Gambit gave her a strange look. "I'm Storm." She said, reaching a hand out. "But this isn't my body."

"Right." Gambit said, clearly confused. "I guess you be explainin' dat one later?" Storm nodded as they shook hands.

"There will be no later, mutants!" They all turned to look at Shaw, who looked very angry with Gambit. "I have a fight to pick with you." Shaw told him.

"Thought I took care of you." Gambit said, reaching for the deck of cards in his coat pocket.

"You mutants never learn." Shaw said, smiling. "But you will, eventually. Death is a great teacher."

"What has she done with my body!" Storm yelled, reaching out and grabbing Shaw's throat. She held on tightly, choking the man—who had not expected her move at all—until Peter pulled her away. "You had better pray that she did not harm it." Storm told him angrily.

"Emma is taking great care of your body, Ororo." Shaw said, smiling as he regained his strength.

"Dude, who are you?" Everyone glanced at Pyro, who had been standing unnoticed in the corner, watching and listening. He was looking at Shaw as if he were some kind of diseased freak.

"I am Sebastian Shaw. Your worst enemy." He told Pyro as he watched the boy's hand catch fire.

"We'll see about that." Pyro said, throwing the flame at Shaw. Shaw merely stepped out of the way and smiled at Pyro.

"Is that what they're teaching you in that little school of yours?" Shaw asked. "Impatience and carelessness?"

"What do you want from us?" Kitty asked him, and he smiled at her.

"I want you to die." Shaw said. "That's all. Because once all of you mutants are gone, humanity can actually live again."

"We've saved you more than once!" Rogue snapped.

"You have not saved me at all. I've been my own protector." Shaw told her coldly. "And do not expect mercy from me just because you are children."

"We're not children!" Pyro yelled in rage. Shaw turned and looked at him.

"Yes, you are." Shaw told him. "And you will die as children." He told the rest of them.

"Remy still got a lot of livin' to do before he leave dis world." Gambit told Shaw. He threw three cards at the man, one hit near his neck and the other two hit his stomach. The impact made a brilliant pink glow and knocked Shaw off of his feet.

"Let's go, quickly!" Peter suggested.

"You're going nowhere." Shaw said, as he stood up. His lips curled into a malicious smile. "Isn't that right, Emma?" They all followed his gaze and looked at the woman who appeared to be Storm. The next thing they knew, they were all seeing darkness as Emma somehow used her telepathic ability while still in Storm's body.

Manchester, New York

Professor Charles Xavier's School For Gifted Youngsters

Scott watched from behind the glass window as Jean erupted into flames. The Danger Room was filled with intense heat, so hot that it could be felt through the walls and began to melt the glass.

"That's enough, Jean." The Professor said, but Jean was smiling and enjoying the eruption of power. Her red eyes glowed with excitement, and she kept the flames coming. "You can stop now." The Professor told her.

"Jean!" Scott screamed. "Jean, stop it!" Jean looked at him with her flaming eyes and for a moment she did not seem to recognize him. But then her face softened and her eyes returned to their natural color. The flames died away slowly, all collecting back into her.

"Scott?" She said quietly.

"Do not be fooled." Scott glanced at Lilandra as she spoke to him. "She is quickly becoming a stranger to you."

"Look, I have hope that Jean will be strong enough to fight this thing." Scott snapped.

"Your hope will eat you alive." Lilandra said.

"Now, my dear," The Professor said, "We have all ready lost Jean once before. Having hope that she will survive this as well is all that keeps us going." He said sadly.

"How are the others?" Scott asked, and the Professor closed his eyes.

"They are facing Emma Frost." Xavier said, opening his eyes. "I will tell Logan to get in there." He concentrated.

"Perhaps we should help them as well." Jean's voice was heard in their minds as if she were standing right there with them. They glanced over just in time to see a faint orange glow disappear from her eyes.

New York, New York

Hellfire Club Headquarters

"The Professor wants us inside." Logan said suddenly. No one argued, because they had been telepathically told the same thing.

"So, how are 've going to sneak in…" Nightcrawler stopped talking and watched as Logan walked right up to the front doors of the Hellfire Club, his claws extended, and glared at the two guards who stood in his way.

"We're not." Bobby said, an amused look on his face.

"He's not one for sneaking up, is he?" Carol asked.

"Actually, he loves stalking animals for fun." Bobby said. "But he's not one to take his time when someone he cares about is in danger."

"Listen, either you let me past, or I tickle ya." Logan said, showing the guards his claws. They looked at him with wide eyes but kept their guns aimed at him steadily. "I'm going to tell you one more time…"

X X X X X X X X X X

Pyro was the first one to wake up, but he didn't say anything until he saw Kitty stir in the chair next to him. They were all seated in metal chairs, their arms and legs held tight by metal bars with no apparent keyhole or hinge.

"Hey." He whispered, as Kitty's eyes fluttered open. She glanced at him, then her eyes became wide as she realized where she was.

"What…"

"Shhhh." Pyro said, and Kitty became quiet. She looked to her right and left and saw that they were all being held in chairs. Storm was on the farthest end, following by Rogue and then Gambit. Peter was on the other side of Kitty, and Pyro was on her left.

Kitty closed her eyes and tried to phase through the metal, but something wouldn't let her. "You don't think I'd make it that easy do you?" Emma Frost walked over, still in Storm's body, and smiled at her. She was wearing a white outfit—her White Queen outfit—which didn't leave much to the imagination.

"Hey, as far as villains go…" Pyro said, and Emma glanced at him. "You can capture me anytime you like." He smiled.

"Thanks for your permission." Emma said sarcastically, before holding her hand towards him and throwing a psy blast at him.

"How is that possible?" Kitty asked, looking from Pyro's weakened state to Emma in Storm's body. "Storm has your powers now."

Emma smiled and held up a necklace she was wearing with a beautiful crystal. "She only has a limited amount of my powers." Emma explained. "Most of them are in here, fully accessible to me."

"So you make your fun by hurtin' others?" Gambit asked, looking up at her. He looked groggy, like he'd just woken up from a not so good night's sleep.

"Can't say my hobby is any worse than yours, Remy." Emma said, raising an eyebrow at him. "I don't steal from people."

"I don't do dat' anymore." Gambit told Kitty as she glared at him.

"You don't do it any less either." Pyro remarked smartly.

Emma glanced at Pyro, and he noticeably winced, waiting for her to attack again, but she just smiled. "You have potential." She told him, and he smiled proudly. "Too bad you're going to die with the rest of them." Pyro's smile faded and he glared at her.

"You can't hold us forever." Kitty told her. "The X-Men will come for us."

"But I thought you were the X-Men." Emma said sarcastically, motioning to the uniforms that Kitty, Peter, and Gambit wore. "You tried to leave the nest a little too early, Kitty." She told her.

"How do you know so much about us?" Kitty asked.

"I have my ways." Emma said in answer.

"You be workin' your magic to find out about Remy's past and use it against him, you be doin' something useless." Gambit told her.

"You can't run from the Guild forever." Emma said, looking at him. She smiled at the look of fear in his eyes. "I know all there is to know about you, Remy." She added.

"And you, what, work for that Shaw guy?" Pyro snapped. "He seems like…"

"We work together." Emma said. "The White Queen works for no one."

"Are you going to let her die in her own body, or are you going to sacrifice your own?" Kitty asked, looking at Storm, who was still unconscious.

"Oh, you're about to witness the transfer." Emma said as she took a seat in her own chair. The metal bars came out of nowhere and secured her arms and legs.

Emma glanced nervously at the sound of Wolverine's voice. "Is that right?" Kitty smiled at the sight of Logan, Bobby, Nightcrawler, and Carol. "Well, get started." Logan added. "I wanna know who to impale." He unsheathed his claws, and Emma looked at him with disgust.

"Take it easy, Logan." Bobby said. "We're not here to kill anyone, just to free the others."

"Is everyone all right?" Nightcrawler asked, bamphing over to Kitty.

"No way." Bobby said, glaring at Pyro. Pyro gave him a sly look. "Thought you'd weasel your way back into our ranks, did you?" Bobby punched him so hard that Pyro's lip broke open and started bleeding.

"It was worth a shot for hotty over here." Pyro said, looking at Kitty.

"You lied to me?" Kitty said, not finding it hard to believe but not wanting to believe it all the same.

"He did." Bobby said. "He betrayed us again, and then he tried to come after you."

"Wasn't what you think, Bobby." Pyro said. "I came to offer her a job, not to hurt her or anything."

"Like I would ever work with you and Magneto!" Kitty said, giving Pyro such a glare that he had to look away from her.

"Okay, kids, let's get started." Logan walked down and cut through the bars with his claws, while Nightcrawler and Carol tended to those still unconscious.

"If you think you can walk away from the Hellfire Club so easily, you are mistake." Emma said, speaking with her own body. Logan glared at her and walked over to Storm, who blinked and gave him a confused look.

"Logan, I…" Logan took her into his arms before she fell to the ground in an exhausted heap.

"It's okay, Storm." Logan said, trying to comfort her. Emma started laughing sadistically.

"You really think she'll walk away from this unaffected?" Emma asked. "She'll never be the same."

"Neither will you." Logan snapped, walking over with his claws held outwards towards her. But he saw Rogue stir and stopped to help her, but Carol was there to catch her.

Unfortunately, all Rogue saw when she woke up was the blond hair. And, thinking it to be Emma, she reached out and grabbed Carol's throat with her bare hands. Carol screamed, but that scream turned into a gasp as all awake watched in horror. The two woman's minds were connected, and it was too late for Rogue to break way. She held on, unable to pull her hands away, as she sucked the life and energy and memories out of Carol Danvers.

Rogue's eyes were wide with shock and surprise, but she did not let go until Gambit pulled her roughly away, jumping to the side and letting her land on him as they hit the floor. "What you be doin' to our friend dare, Chere?" He asked, giving her a confused and wary look.

"I…" Rogue looked at Carol's unconscious form and prayed that she had not killed her. "I didn't mean to. I thought it was…" Rogue glared through teary eyes at Emma Frost. She stood to walk to the woman but stopped when a flood of Carol's memories erupted in her mind. She fell to the ground, holding her head in pain.

"We need to get them both out of here." Bobby said, running over to help Gambit get Rogue on her feet.

"Hey what about me?" Pyro asked, and Logan glared at him. He had left Pyro chained up.

"Find your own way out." Logan snapped.

"You're not seriously leaving me here, are you?" Pyro asked, sounding a little scared. He looked over at Kitty for help. "Come on, let me out." He pleaded.

"You jerk!" Kitty said, throwing a punch at Pyro that almost knocked a few of his teeth out.

"Kitty, we should go." Peter said, reaching for her hand. But she was too angry to leave just yet. "There has been enough blood shed today." Peter assured her.

"Do you have any idea what Pyro did to me, what he made me think?" Kitty snapped at Peter.

"Let's just go." He told her.

"How many times do I have to tell you that you are not going anywhere?" Emma asked, standing up from her chair in her own body. She had telepathically bent the metal and freed herself, and now she wanted revenge for her humiliation.

"Ya, and how are you going to stop us, lady?" Logan asked, challenging her.

"By attacking the one part of you that Professor Xavier has not yet trained." Emma's red lips curled into a smile, and she looked right into Wolverine's eyes. In about two seconds they were all on the ground, holding their heads in pain just as Rogue was, and Emma was smiling proudly. "Your minds." She said, looking down at all of them as they writhed in pain.

Emma turned at the sound of clapping. "Well done." Jean said, walking forward. "Most impressive." Her golden boots clicked on the tile as she walked forward. She was in the same costume she had worn when first meeting Logan in the cemetery—her Phoenix costume.

"Jean Grey." Emma said. "Another telepath. This will be interesting." She threw a mild blast at Jean's mind, but Jean shrugged it off, surprising Emma.

"I'm not just a telepath." Jean told her, holding her arm outwards. "And I'm not Jean Grey anymore." She added, throwing a blast of red energy at Emma. The force knocked her onto the ground and broke her mental hold over the others. Logan was the first to recover.

"Jean?" He asked, standing up and brushing himself off.

Jean looked at him with glowing eyes. "Get them out of here." She said, her voice commanding. "Get them safe."

"What about you?" Logan asked her.

"I'll be fine." She said, smiling as her body erupted into flames. "Oh, and tell Scott to stay away from here." She added. "He should wake up from the mental hold I have him under as soon as you get back to the mansion."

"They're not walking away!" Emma yelled, trying to regain mental control over toe X-Men again. But Jean blocked her power, and Emma glared at her. "What are you?" Emma demanded.

Jean gave her an eerie smile. "I am something to fear." The turquoise on her costume melted away into a crimson color, giving her a sinister look.

Emma reached out with her mind and contacted Shaw. "Set them free!" She screamed into his mind, and he ran to do her bidding.

"Who?" Jean asked, raising an eyebrow in amusement. "Do you really think that your machines," She watched as two large robots broke through the walls and towered over them, "your sentinels, are any match for Dark Phoenix?"

One of the robots tried to shoot a laser at Jean, but she waved a hand and the blast struck the robot next to it, destroying it completely. "Impossible." Emma whispered. "They're indestructible!" She screamed, running towards Jean.

"Everything dies." Jean said, holding her hand out. Emma froze in mid step. "Only I can be reborn." Jean added. She glanced at the other sentinel and smiled. "Come on down." She said.

The robot stepped forward, as if heeding her command, and Logan took one last look at Jean before leaving after the others. He knew she was going to die again, and he knew that this time she wasn't coming back. And there was something about her that scared him—her craving for power. But, Logan knew this was way beyond him, and he took off to make sure the others were safe.

Jean threw a blast at the robot and watched as he was reduced to a pile of electrical wires. "They're not so tough." Jean commented, looking at Emma.

"I didn't make just two." Emma said, and for the first time since arriving, Jean seemed a little nervous. "That's right." Emma said. "There are legions right underneath us, and even if you defeat them I'll build more and destroy your precious X-Men. I'll never stop!"

"Yes, you will." Jean said, throwing flames at Emma. She watched without mercy as the woman died painfully. Then, Jean felt as the sentinels beneath her—thousands of them—awoke, never to fall asleep again until every mutant in the world had been destroyed.

"Not on my watch." Jean said, her flames burning more intensely. "Scott, forgive me." She whispered, for a moment sounding like Jean. Then her face became sinister, and all traces of Jean Grey were gone forever.

X X X X X X X X X X

"Look!" Everyone turned and looked back at Kitty's remark, just int time to see the Hellfire Club building explode. It was a mushroom of a cloud, but somehow it did not affect any of the streets near it, only the building itself.

"Jean." Logan said quietly, fighting the tears that threatened to break his tough-guy image.

"Not again." Nightcrawler remarked sadly, crossing himself and kissing his prayer beads.

"She saved us all." Bobby said quietly as the smoke cleared and they saw a huge hole in the ground where the Hellfire Club had been.

"Almost." Peter said, with Carol in his arms. "We need to get her to the Professor."

"He's right." Logan said. "Hey Elf, can you teleport her there?" HE asked Nightcrawler.

"Mien name is…"

"I don't care." Logan said rudely. "Can you do it or not?"

Nightcrawler sighed and took Carol into his arms. "I vill be back for Storm and Rogue, but keep moving in 'za meantime." He bamphed, taking Carol with him.

"Let's go." Logan said, and everyone began walking in silence. Gambit looked down at Rogue's unconscious form, then glanced at Bobby, who was looking at him carrying her. Bobby gave him a sad smile.

"Take care of her?" He asked quietly.

"Always." Gambit said, admiring and respecting Bobby for his reaction. Bobby looked forward again, and Gambit pulled Rogue closer to himself, wondering if she would wake up soon.

10