Special thanks to the following for reviewing!

allyg1990 (Thanks for the compliment. This chapter is kinda action packed. Again Kinda, but I'm gona try not to confuse everyone. Thanks for reviewing!)

gambitfan85 (Glad you like it. Here's your update! Thanks for reviewing!)

UltimateGammy91 (Sorry about the cliffhangers. I just love them! Anyway thanks for the review!)

b.a.n.h.s.f.c.x.oc.(You'll find out about sky now. Thanks for the review!)

Rose Gilmore (Thank you so much for the compliments. The mind link thing is weird. They can't talk to each other, but they can feel each other if one is in any kind of pain, even heartbreak. Glad you like the kids' characters, I tried to make them a little different from their parents. Thanks for the review!)

my original penname goes here (Oh…I didn't know that. Oops. I guess this is a little AU then. Sry! Thanks for the review!)

Chapter thirteen

Remy's heart seemed to have stopped. No one dare make a sound and for a moment, it was as if time had stopped completely. Then slowly his heart started beating again and this time, fear gripped it tightly. Fear for his little girl. Sky was…floating, in the middle of the concreted room, her bare feet dangling, her head down, and her brown hair covering her face. For a split second he feared she was dead. Alec calmed that fear.

"She's still alive" he whispered. That was all Remy needed. He moved without thought, darting out toward her when a strong iron grip clamped down on his shoulder, halting his movement.

"It's a trap." Logan mumbled. Remy glared at him only to realize he was holding Rogue back as well. That's when they heard it, a very slow, almost mocking clap. Clap…clap…clap.

"Very good. Most people would have walked right into that."

All eyes focused behind Sky were a light flashed on and Sinister stood up from what appeared to be a concrete thrown. He was grinning from ear to ear. He finished his mocking clap and then took a deep breath, a sick grin spreading across his features.

"But then, you aren't most people. You're not even human."

"What do you want?" Logan demanded. Remy's eyes focused on Sky, as if willing her to lift her head and look at him. What was wrong with her?

"Nothing, anymore." Sinister drew out the last word and took a step off of his thrown. Just then footsteps echoed behind them and Teams two and one came racing into the room, sliding to a stop right behind Team three.

"What's going on?" Scott demanded, taking in the situation swiftly.

"Good. Now that you are all here…" Sinister began and stepped toward Sky. "I can introduce you to my mercenaries." He snapped his fingers and the creatures seemed to materialize from thin air. Out of what seemed like mist came a woman. She was muscular, in a dark blue outfit with a red v that ran from one shoulder to the next. Yellow shoulder plates rested on each shoulder and blood red hair stopped just under her chin. She glared at the team and then her eyes turned to Sinister.

"Amelia." He greeted. Behind her stepped Stinger, the grin on her face causing Remy's jaw to tighten. Something squealed and what at first looked like a bird landed to Sinister's left. The wings fell behind the figure of a beautiful woman, with long pink hair and a tight green dress on. She would have been beautiful, except the fact that her hands and feet had razor-sharp talons, and two large horns stretched from her head making her look demonic. Her leathery wings fanned out behind her as she hissed.

"Gargouille." Sinister smirked. Beside Gargouille a man rose, literally, from the ground. His dark blue outfit almost caused him to blend in with his surroundings and his red hair swished as he glanced at Sinister.

"Neophyte."

Logan roared, apparently getting fed up, and raced forward only to have a wall of fire lick up in front of him, freezing him where he stood.

"Ah…Firefist." Sinister greeted. The new member grinned, lowering his red jumpsuit covered hand and shaking his red hair.

"How many are there?" Luke mumbled, moving closer to his mother and watching his father back away from the firewall. A low rumble echoed around the room as yet another stepped forward. All eyes widened as they took in this gigantic creature. He looked like the Hulk crossed with Godzilla. He was reptilian, with slitted eyes, emerald scales, and jet black hair coming out from under the scales on his head. An enormous tail swung behind him and when he grinned, his razor sharp teeth showed. He flexed one of the enormous muscles on his arms and moved his fingers to draw attention to the claws. He was seven and a half feet of pure muscle.

"Mellencamp. Nice of you to join." Another man stepped up and Remy took a long swallow, how many could there possibly be? This one was a man completely covered in a compacted gray matter. He grinned and Sinister nodded at him. "Ever."

In a gust of wind the next man joined the team, his bright red hair stacked up on his head like fire and his black outfit blending him in with his surroundings. "Sabre." Another walked up, a leggy woman with raven black hair and sunglasses. She removed her sunglass and stared at them through three bright eyes. "Trioccula"

Suddenly a figure appeared out of the flaming wall that was keeping the X-men back. He was, at first glance, completely a skeleton, but when he stepped back into line with the others, the flames stayed with him. "Fever Pitch." Fever Pitch nodded his greeting toward Sinister. The next girl stepped up and grinned at them all. She was wearing a tight green shirt that stopped at her belly button, a black hat and pants and matching gloves. She flexed her hands and then pointed her hand palm up at the X-men group.

"Hit the deck!" Scott called just as a blast flew toward them from her hand. Rogue was hit dead in the chest. The blast sent her flying into the wall behind them and knocked her out. "Rogue!" Remy cried and Logan and Remy were by her side in an instant. She was out cold though. Remy turned to glare at Sinister but couldn't say anything because Scott beat him to it.

"Coward! Lower the wall and face us like men!"

Sinister laughed. "Don't fret, X-men, you'll get your chance. Besides, Malon was just evening the playing field." Scott turned to Susan and pointed at Rogue.

"Anyone steps near her you blast them. Got it?" Susan nodded, apparently liking not having to face one of the other mutants. She moved Rogue's body toward the door and pulled her into a nook.

The X-men rose and lined up facing the wall of fire. Remy's eyes counted the other mutants and he swore. Sinister was right, with Rogue out of the picture there was almost exactly one mutant for each X-men. Even with Susan standing guard they had an extra X-man. The fiery wall fell and it was like someone had blown the whistle. Both lines moved immediately, mutant facing mutant. "Show them what you can do." Sinister's voice echoed and the mutants clashed against each other. Avoiding getting hit by the numerous things flying through the air, Remy headed for Sky with Logan right behind him.

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Scott just barely dodged the three optic blasts that Trioccula aimed at him. This was ridiculous! It was like fighting three of his clones. He rolled out of the way of another wave of blasts and aimed his red beam at Trioccula's head. She ducked it and shot three more at him. He barely missed the last one, which scrapped his arm and singed the black leather right off of it. This was getting him nowhere.

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Jean was floating in the air, her eyes focusing on the birded monster that was flying toward her. Gargouille shrieked and Jean ducked long enough to send a shred of metal flying at the creature. Again it shrieked and charged at Jean, one of her talons locking onto Jean's arm and nearly ripping it off. Jean screamed in pain and closed her eyes, aiming for the bird-like creature with her mind.

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Jubilee let rip with another round of explosives but Malon hit them with her own wave, causing the ground to shake when they connected in the air. Both Jubilee and Malon rolled and ducked out of the way only to leap back onto their feet and attack. Jubilee hit Malon with a wave of fireworks and she didn't move fast enough. She screamed as the tiny explosions latched onto her body and blew her backward into the wall. Her body fell to the ground and for a moment she didn't move. But Jubilee wasn't taking any chance. She raced forward and shot another wave at Malon. Malon screeched as the next wave exploded all over her body. When the smoke cleared, all Jubilee could see was the smoke covered ground. Where did Malon go?

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Bobby shot a wave of ice at Sabre but the speed demon rushed out of the way. Before Bobby knew it, Sabre was in his face, his fist connecting with Bobby's jaw and sending him flying backward in the wall behind him. Sabre didn't give him a chance to get up; instead he reached Bobby, yanked him to his feet and knocked him into the other wall. This was getting him nowhere!

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Storm sent a bolt of lightning toward Amelia but before it could reach her she turned into mist and appeared beside Storm. "You can't hit me, X-man! I am the air!" Storm dodged as she appeared in front of her and swung out, kicking at Storm's head. Storm caught her foot in mid air but it turned into mist and formed again to connect with Storm's face. How do you stop something you can't hit!

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Kurt ported backward but Neophyte was just as fast. Apparently the mutant could merge with his surroundings, including the wall and the floor, and move within them. Kurt felt like he was fighting Kitty. Neophyte hit Kurt's jaw and Kurt bamfed back a foot only to connect with Neophyte's fist again! His mind flashed through all the simulations he and Kitty had ever gone through, before she left the X-men. He couldn't think of anything that would have stopped her, or that could stop Neophyte now!

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Luke shot lighting from his fingers and was pleased to see it connected with Stinger. She grinned back at him as she opened her hands and sent the lightning flying right back at him. He was fighting himself. He changed from his power and raced toward her, sending a bolt of electricity to meet her bolts as she hurled them at him. He was in reach of her when she swung her leg out and her foot connected with the side of his head. He yelped and crashed to the ground. He spun just in time to parlay her lightning bolt with one of his own.

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Fever Pitch slammed his flaming, skeletal hand into Roberto's blaze covered stomach, causing him to double over in pain. He screamed and slammed his own fist up into Fever Pitch's jaw, causing him to stagger back. It was fire against fire and he was beginning to think this was going to be a never ending battle.

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Amara leapt back just as fire touched where she had just been standing. "Come on, honey, let's dance!" Firefist leaped toward her and slammed his fist into her mouth. She staggered back and reacted by literally throwing lava back at him. "No thank you!" She retorted as he slammed into a wall. She ducked just as three beams of red shot in her direction and Scott bolted around her, sending one of his own blasts toward the mutant he was fighting. Her eyes glanced around her and widened. They were evenly matched. This was bad.

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"My good friend, perhaps I could persuade you to calm yourself." Hank leapt out of the way just as the large tail slammed down where he had been standing. "Or not." He corrected himself and leapt toward Mellencamp.

"I'm gona crush you like a bug!" Mellencamp informed him. Hank leapt onto the wall, bounced off and slammed himself into Mellencamp, causing them both to tumble toward the ground. His fists connected with the scales and he winced in pain, but continued to hit the creature nevertheless.

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Alec dodged a flying piece of debris, caught it before it hit the ground and sent it hurtling back toward the other telepath. Ever dodged it and then created a sword in his hand. Alec mimicked him, blocking the telepathic sword with one of his own. He swung the sword and created a shield just as Ever did.

"On Guard!" Ever called and lunged for Alec's chest. Alec blocked it and sent another piece of metal flying toward Ever who dodged it with little effort.

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"Sky!" Remy called as he reached his daughter. He was a foot away from her when Sinister appeared in front of her.

"She can't hear you, dear daddy." Remy didn't have to turn to recognize the sickening shink of Logan extending his claws.

"Pick on someone your own size, bub." Sinister grinned at him.

"Gladly" he replied and launched himself at Logan.

Logan dodged a force bolt and charged at Sinister. Sinister created a force shield and deflected Logan's claws, grinning from ear to ear.

Remy turned back to Sky and grabbed her shoulders. "Sky…Ciel look at moi!" As if she had heard him Sky opened her eyes. But her eyes were no longer emerald green. Instead black eyes narrowed at him and then without warning her fist shot out and connected with the side of his head.

"Merde!" He mumbled as he was thrown to the side. He rolled, landing on his feet and turned to face his daughter.

"Hi daddy." She almost hissed, a sick grin twisting her features.

"Ciel?" he questioned and then she disappeared. He blinked and she reappeared right in front of him.

"Boo" she said and slammed her fist into his face. He flew back a few feet and then leapt back to his feet.

"Sky, stop it!" He cried but she had disappeared again.

"Oh daddy!, don't want to play?" He turned right into her foot. This time he swung back, his fist connecting with her jaw.

"Don do dis," he warned but even he could tell that this Sky…was possessed.

"What's a matter daddy?" she asked, just as he ducked a punch and swung with one of his own. She cried out as his hand connected with her jaw again.

"You leave moi no choice" he mumbled and, closing his eyes, he attacked with everything he had.

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Logan could see Sinister, standing far away from him, but it seemed as if he were miles away, standing on a cliff. This wasn't right…they were underground in a concrete room.

"Sinister!" He called. "Face me like a man."

"I thought we established that." Sinister said and suddenly he was standing right in front of Logan. "We aren't men."

Logan slashed at the mutant and Sinister dodged. He kicked out at Sinister but Sinister caught his leg and grinned. Logan spun, yanking his leg away and slashed at Sinister, only to meet with his force shield. Sinister shot another bolt at Logan and he just barely missed it. Logan roared and launched himself at Sinister who rolled out of the way and sliced Logan's arm.

Logan winced but it healed and he spun toward Sinister again. Sinister was in the air, out of Logan' reach. He laughed and Logan glared at him. He ducked as lightning shot past his head and then using the wall leapt up at Sinister and tackled him to the ground.

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Scott winced as one of Trioccula's beams connected with his leg. So that's what his felt like. He adjusted the strength of his own optic blast and rolling out of the way of three more of Trioccula's he aimed it right at her heart. She ducked but not low enough and the beam sliced right through her neck. She didn't even have time to shriek as her head slid right off. Scott didn't pause. Without glancing back at the corpse he turned to find his wife.

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Bobby was getting dizzy. Sabre was running in circles around him and dodging each blast of ice Bobby sent toward him. He cursed and then an idea hit him. He aimed a beam of ice right at the ground where he predicted Sabre would be next. Sabre slipped on the ice and went crashing into the wall. Bobby didn't let him get back up. Within a moment Sabre was completely encased in a tomb of ice. With one good hit the ice shattered, and Sabre was no longer a problem. Bobby searched the room and his eyes connected with Amara. She was fighting Firefist, fire with fire, and she was losing badly. Without another thought he turned toward her and ran to her aid.

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Amelia appeared an inch away from Storm and hit her right in the face. Storm staggered back and her eyes narrowed. She'd had enough of this. Her head snapped back and her arms extended as the wind picked up. Amelia laughed as another bolt of lightening struck the ground and then suddenly her eyes narrowed. Before she could even scream Storm created a whirlwind and suddenly Amelia was blown apart, literally. Storm sent her particles into the cracks of the wall and smiled to herself. Let her try to form from that! She spun just as a bolt of lightning headed toward her and her eyes widened as she noticed her son fighting Stinger.

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Jean dodged one of Gargouille's talons and then landed a punch of her own. Suddenly Gargouille shrieked and became still. Lifeless her body fell to the ground, crashing and sizzling once it landed. Jean glanced to her left and smiled as her husband lowered his hand away from his visor. She lowered herself to the ground and together they moved to help their teammates.

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Luke dodged a lightning bolt and landed a punch to Stinger's stomach. Stinger doubled over in pain and then shot out another lightning bolt. Without warning it began to rain above Stinger. She and Luke both glared up at the cloud that had formed inside the building and then Luke smiled. He shot a bolt of electricity at Stinger at the exact same time Storm did. The water aided the electricity and Stinger shrieked as her body sparked and exploded like a machines.

"Where's your father?" Storm demanded and Luke spun to find him. His eyes widened and he pointed at Logan.

"Come on!" Storm called and they raced toward Logan.

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Amara dodged another fireball and rolled out of the way before it connected. She leapt to her feet and connected with FireFist's jaw. He stumbled back right into Bobby's arms and within a moment he was frozen solid.

"Oh let me!" Amara ordered and lunged at the solid Firefist. He crashed to the ground in a million pieces. Suddenly Roberto came flying between them. He landed against the wall and sank to the ground.

"Roberto!" Amara called and rushed toward him. Bobby iced himself just before the fiery skeleton of Fever Pitch swung at his head. Bobby caught Fever Pitch's skeletal hand and steam seeped from the connection. Using all the power Bobby could, he forced the ice off of himself and onto Fever Pitch. Fever Pitch screamed as the fire died around his body leaving him just a walking skeleton. Bobby kicked out at it and it crumbled into a pile of bones. He grinned to himself as he turned to help Amara and Roberto, who was now unconscious.

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Jubilee had had enough of Malon. The two were down to fist fighting since their power seemed to be evenly matched. Malon was weakening, probably feeling the effects of the onslaught of explosions Jubilee had sent her. But Jubilee was also having difficulty staying in the game. She had to end this and fast. She ducked one of Malon's punches and swung back with all the strength she could muster. Malon stumbled back and before she could react Jubilee hit her with everything she had.

Malon screamed as her body parts exploded and rained down around her. Jubilee held her stomach and turned away from the gory sight. Her eyes met Bobby's and he waved her over toward him, where apparently, Roberto had been knocked unconscious.

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Neophyte sunk into the ground. Kurt had been watching him carefully and had almost gotten the pattern down. Neophyte would sink into the ground, and appear either behind or right in front of Kurt, depending on where Kurt was looking. He used this to his advantage, faked looking to the right and brought his foot in contact with Neophyte's face as soon as it rose from the ground. Neophyte's head lulled back on the ground. He was knocked unconscious, with half his body still merged to the ground. Kurt winced as he nursed a few of his wounds and then glanced to where his sister still lay. He bamfed toward them.

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Hank perched on the wall and waited as Hellencamp rushed toward him. At the last possible second Hank leapt up and out of the creature's way, watching as it ran headfirst into the concrete wall. It stumbled backward, blinked, and then crashed to the ground.

"Mind over matter my dear friend." Hank mumbled. He glanced up and froze as his eyes locked on the two figures in the middle of the room.

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Alec dodged another swipe of Ever's sword and before Ever could react he plunged his own sword into Ever's stomach. Ever's eyes widened as his sword disappeared. His hands clutched his stomach but it was too late, the damage was done. Alec didn't bother to watch as Ever sunk to his knees. Instead he turned his attention to the center of the room. His eyes flashed from a Logan who was fighting Sinister, to Jean, Susan and Scott who were trying to wake Rogue, to Storm and Luke who were making their way toward Logan, to Amara, Bobby and Jubilee who were carrying Roberto to where Jean, Susan, Scott and Rogue were. Kurt bamfed beside Scott and stumbled to the ground, clutching his injured side.

Hank stood a few feet from Alec, and was staring in the middle of the room wide-eyed. Without pause Alec swung and stared in awe at what he saw. Remy and Sky were fighting, and by the way they cried out in pain, it looked like it was going to be a battle to the death.

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Okay guys, tell me what you think. Next chapter, Remy and Sky's battle and Sinister and Logan's battle. Oh, and sorry if I confused you with all the other villains. All the villains belong to Marvel, and they are all actual X-men villains. Hope I didn't confuse anyone. REVIEW!