Okay, so sorry for the length. This is the end of Date Night and the start of one wild ride. Next up is Phoenix? and expected a ton of changes and some things that you thought you knew to be completely different! Hope you enjoy and please! Read and Review! thanks!

Ultimate X-Men:

Issue 70

Date Night: Part 2

New York City:

"The Shi'ar?" Xavier asked, looking confused at the young woman. "I'll admit my research didn't turn up much about your organization. What is your interest in my X-Men?" Xavier asked picking up his glass of wine and taking a sip.

Lilandra smiled at the man. "Mutants are the future, Charles. The Shi'ar invests in the future. That's how we've lasted as long as we have."

Xavier placed his glass down and looked at the woman. He crossed his arms on the table to lean on it and looked at the woman's eyes. "You'll have to forgive me. You've offered me a substantial amount of money to continue my work. That's just not enough of an answer for me."

The woman sighed as she picked up her glass and swirled the wine around. "I know you read minds… But, I'll oblige you." The woman placed the glass down and rolled her eyes at Xavier. "Just so you're aware, knowing you already know all this is very annoying."

Xavier smiled at the woman. "The Shi'ar believe in equality in all things. Your cause is very important to us, and in line with our beliefs." The woman smiled at the man, humoring him. "I think together we could do a lot of good."

Xavier placed his elbows on the table and rested his chin on his palms. "I see…"

"Charles, you're making me think you don't want our money." Lilandra smiled.

"I assure you." Xavier said taking his elbows off the table and placing them on his lap. "That is not the case. Miss Neramani, I have had problems with investors in the past."

Lilandra smiled at the Professor and took a quick sip of wine when the waiter walked over to fill her glass again. "Please, call me Lilandra. And I'm well aware of the incident with Sebastian Shaw." The woman brushed some of her long black hair behind her ear. "I completely understand your hesitation."

Lilandra shifted in her chair as her smiled deepened, showing some of her white teeth. "I am also well aware of your current need for our support. As a gesture of goodwill, we've already begun building a new X-Wing for you…" She paused as she let the information sink in for the man. "I understand yours was recently destroyed."

Xavier's eyes went wide with shock. "How did you…"

"We have members in every organization in the world, including SHIELD." Lilandra said smiling now that she finally shocked the man.

Xavier smiled at the added information. "I doubt Nick Fury would be pleased to hear about this."

"It's my understanding you two have had a bit of a falling-out." Lilandra said smiling. "Are you going to tell him?" She asked?

Lilandra grabbed the bottle of wine and began to pour herself another glass of the expensive white wine. "The fact is, we are far more than an organized religion. We have highly advanced compounds in five locations worldwide." She put the bottle of wine back on the table and picked up her glass and swirled the wine. "We have members in every corner of the world. Our contacts in Hollywood alone would make any housewife in the Midwest drool herself to death."

She sipped the wine and placed it back on the table, next to the bottle. "Aside from monetary support, there are near limitless ways our resources can be used to improve your operation."

Xavier looked confused at the woman, not really knowing what to say. "And this is something I'll certainly take into consideration. You do understand, I'll not allow the X-Men to become your personal errand boys." He put his hands together on the table and looked at the woman. "Our work requires outside funding, but we will not be bought."

"Our agenda is nowhere near that sinister." Lilandra reassured the Professor. "Although, there is one thing I would require from you."

Xavier's guard went up at the mention of a condition. "And that would be…?"

The woman smiled at him and cocked her head, her long hair falling over her shoulder. "It's nothing you'll be opposed to." Her smile deepened. "I promise."

Xavier's:

"Did you hear that?" Alex said as he tucked into his closet to find a shirt to wear at the club.

"Hear what?" Peter asked as he playfully kicked at Alex. Alex ignored the man as he pulled the shirt out and looked at it. It was a black tight shirt. Alex narrowed his eyes as he looked at it. He hadn't been able to get cloths since coming to his time and he wanted to do this… shopping… that thing Peter always talked about.

Alex took off his t-shirt that he was wearing and tossed it to the ground. He held up the shirt to Peter and asked the man what he thought.

Peter looked at the man in front of him. Alex was tall, not as tall as him, not many people were as tall as Peter, and he was well built with his medium frame. Alex was someone that Peter could easily fall in love with.

"Peter?" Alex asked again.

"Oh…" Peter grinned as he pulled Alex closer to him. Alex smiled as he fell on top of the man and straddled Peter on the bed. Alex bent down and kissed the big man, Peter fell in ecstasy as he moved his hips to better place Alex's weight.

"Peter, we need to get ready." Alex said as Peter pulled the man's face to his and kissed the man with such passion he wanted his eyes to roll back in his head.

"We have forty-five minutes before we have to be there." Peter smiled as he took off his shirt and threw it to the floor. "What I have planned shouldn't take that long…"

"Peter…" Alex groaned as he telekinetically turned off the lights.

Outskirts:

"You want to talk?" Logan said sliding his claws back into his fist. "Talk. But make it quick. I'm in no mood for this. And if you hurt the girl… even just a little… I'll make sure the cut goes all the way this time."

Sabertooth smiled as he tighten his grip on Ororo's body. "As I was saying before you attacked, after you almost killed me I was in a coma for a while. When I awoke, things were different." He smiled at the man. "Things didn't make sense anymore. When we were at Weapon X together, I always hated you. For some reason I had a specific, intense hatred of you."

Lightning poured out of the sky as rain fell down around them. "Never cared either." He growled as Logan popped his claws and growled back.

"I think I know why now… I've started to remember things." He smiled as lightning filled the air.

The rain fell down harder around the four mutants and the lightning brightened the dark sky. "What?" Logan spat. "What do you remember?"

"My memories were faked… just like yours." Sabertooth grinned at the man. "I remembered being at Weapon X before you arrived, but you were the first. Even the files I read on you were faked.

"They call me the poor man's Wolverine. They mock me because of who I am." Sabertooth growled gripping Ororo tighter to himself. "Haven't you ever wondered why we're so similar? I've got a healing factor. You've got a healing factor. We both survived the Adamantium integration."

Logan narrowed his eyes at the man, not knowing where Sabertooth was going with this. "I was brought in to replace you after you escaped the first time. I remember that now… They came after me to replace you. They were confident that same experiments that worked on you would work on me."

Lightning struck in the background, lightning up Sabertooth's face as he grinned a wicked smile. "Do you know why?" Sabertooth asked as his eyes went wide with rage and his muscles bulged. "I'm your son."

"No!" Rose screamed as she hurled herself at the man, plunging her claws into the arm that was holding onto Ororo. The man lost all control of his arm and Ororo jumped away from the man as Sabertooth twirled around punching Rose away from him.

Rose back flipped as she flew through the air, landed on her feet and skidded through the mud. "You are not his son!" She yelled as she prepared to lunge at the man again. "My father would never have spawned such a monster."

"Your…" Sabertooth looked confused.

"No…" Ororo moaned as she looked at Logan who looked at her. She wondered if he had already known. He didn't look surprised, he looked angry; in fact he looked like he was going to kill someone.

Xavier's:

Alex and Peter lay in bed with the lights still off. Alex rested his head on Peter's bear chest still thinking about what the two had done. He smiled as Peter's big chest went up and down as the man breathed.

Alex looked over at the desk and saw that they had missed their dinner reversions by fifteen minutes now and Peter was showing no signs of wanting to move. Alex shifted his head to get up but Peter quickly grabbed him and rolled on top of the young man.

"Where are you going?" He asked playfully.

"I wanted to get some water." Alex said smiling at the man as he bent over and kissed him on the forehead. Peter showed no signs of moving so Alex moved his hands down the sheets trying to find the area he was looking for.

Peter smiled as he thought he understood what Alex was doing, but then his eyes went wide as he flipped off of Alex. "Not fair!" He laughed.

"Come on…" Alex said getting out of bed and trying to find his sweat bottoms. "Are we still going out to the club?"

"Sure, if you want to…" Peter said snuggling into the bed smiling at the man. Alex stood near the door as he watched the man, smiling. "What?" Peter asked as he shifted to his side, the bed sheet he had wrapped himself in was getting dangerously close to his waist line.

"Nothing… I'm just…happy." Alex said opening the door. "You want anything?"

"No… thanks." Peter said as he jumped out of the bed.

Alex turned the light on in the kitchen and walked to the cabinet to grab a glass. He made his way to the sink and turned the water on. He let the water fill the glass and he looked out the window, thinking about what had happened to him and his friends since coming to this timeline.

Alex… A voice said in his head. It's getting closer Alex… Alex dropped the glass in the sink, water spilling everywhere. The voice was talking to him again! He had almost forgotten about it, the voice hadn't talked to Alex since coming to this time and Alex thought he was finally rid of it.

Alex began to separate himself from reality as the voice dragged him further into his mind, something almost like the astral plane that Xavier had taken he and Jean to not very long ago. The beginning is coming… Alex watched as a huge fire bird formed in his mindscape and took him along the time stream. Alex watched everything that Angel had told him about unfold before him. The Fall of New York… The Holocaust… the concentration camps and finally the Fallout…

Tears began to fill Alex's eyes as everything he learned and knew was being shown to him, he didn't know how it was going to happen or when, but he knew what was going to happen and maybe with this information Alex could stop it.

"Alex?" A voice coming from outside the astral plane rang around. "Alex?" his whole mindscape began to shake as everything blurred. Alex slowly opened his eyes and realized he was back in the kitchen. Scott and Rogue were pulling Alex away from the kitchen and Rogue rushed over to a drawer to pull out a towel.

Alex looked down at his hands and realized they were covered in blood. He must have smashed the glass without realizing. While his mind was in the astral plane he must have tried grabbing for the glass.

"God, what happened?" Scott asked pushing Alex to the seat and Rogue wrapping his hands in the towel.

"It's back… She's back…" Alex said.

"Who?" Rogue asked taking a seat next to Alex.

Alex looked at Rogue and then at Scott, his eyes wide with freight. "The Phoenix Force."

New York City:

Lilandra's smile faded as she went for her glass of water on the table. "I, of course, don't expect any kind of decision tonight. I want you to think this over and then contact me so we can move forward." She picked up the glass, realized it was empty and sighed. She raised her hand in the air, summoning the waiter. "I'm confident you'll find our arrangement satisfactory."

When the waiter walked over she smiled up at the man and placed a graceful hand on his arm. "Can you be a dear and bring me another glass of water." The man smiled down at her and nodded his head. "Thanks."

"We've discussed your proposal for over an hour at this point, and while you're a religious organization you've said nothing about your actual religious beliefs." Xavier said placing a hand to his chin, thinking back at the pervious hour. "In fact, you sound more like a secret society than an organized government-recognized religion."

The woman smiled at him and pulled her hair back over her shoulder. "Isn't that the fine line every religion walks, Charles?"

Lilandra smiled again, white teeth shinning as she decided to humor the man. "I don't want to bore you with the details and origins of the Church of Shi'ar Enlightenment. On top of that, it would take much longer than one dinner for me to explain it all to you."

Lilandra took the water that the waiter brought to her and sipped it, placing it on the table she lined over it, resting her elbows on the hard wood. "We're a monotheistic religion, based on ancient texts dating back to the birth of this planet." She looked into the air as she placed a hand to her chin, thinking. "Let's see, what information can I give you briefly to appease you? Oh wait… I know…"

Her smile faded as she took a very serious look at the man and her glittering eyes stopped shinning. "We worship a god called The Phoenix."

Xavier's eyes shot open wide with shock. His body tensed as Lilandra's smile returned. "I take it you've heard that name before?" She picked up her glass of wine and sipped at it, swirling the red liquid.

Xavier quickly recovered from his shock and accessed his mutant abilities. "I'm sure you've immediately noticed that you can no longer move." Xavier said, his voice turning to ice. "That's my doing."

Lilandra blinked her eyes and almost looked worried; Xavier noted the look. "What have you done to me?" She asked.

"You should also know I'm looping the last ten minutes of our conversion into the peripheral vision of our fellow diners." Xavier informed the woman. "You could scream at the top of your lungs and no one would hear you."

Lilandra had the grace to move her eyes as if she was trying to cock her head. "No, Charles, I don't. Why are you doing this?" Her voice almost had a hint of concern in it.

"You said you worship a god called The Phoenix." Xavier's voice was laced with venom. "I've heard this before, from people out to harm my students." Xavier narrowed his eyes at the man and clenched his fist under the table. "You are going to explain to me, right now, exactly what your connection is to the Hellfire Club."

"Fine" The woman said, her eyes narrowing. "Enter my mind."

A few moments later Xavier and Lilandra were out of the restaurant and floating in what looked like space.

"Where are we?" Xavier asked as he found himself floating through space. "What are you showing me?"

"I don't…" Lilandra sounded confused at first as she looked around her. She placed a hand on the man's shoulder and gasped as she realized what was happening. A huge fire bird had formed near them and was flying in circles around a huge rock formation. "This is my visualization of the before times. This is how it all started." She looked at the man and smiled. "This is amazing Xavier…"

"How what started…" Xavier asked as he watched the bird complete another arch around the huge rock. And fly away.

Xavier thought he was looking at the full potential of The Phoenix and it truly frightened him.

"The Shi'ar." Lilandra said simply. Xavier looked at the woman in surprise and then beckoned for her to continue. "What we're seeing here is the great Phoenix in its prime… in the before times. Before it was hunted, persecuted, and imprisoned." Lilandra waved at the huge bird as it left the huge rock and it began to form into a planet. "It was free to roam this galaxy."

"We were told it was a devourer." Xavier said, giving the woman a sharp look. "That it held the power to demolish worlds."

"There is a fine line between death and destruction and the power to create." Lilandra took on a lecturing tone. "The only people who consider rebuilding and recreating as demolishing are the people who fear change."

"Who would that be?" Xavier asked rolling his eyes at the woman.

"The Hellfire Club." Lilandra said turning her head to look at Xavier. "Like all religions, you have your radicles."

Xavier looked at the woman, not sure of what to think next. "So you are not affiliated?"

"No." Lilandra laughed. "Our religion is based on peace and self-improvement. We believe the Phoenix will bring about a utopia for us all to live in, not that it is a force that'll remake the world for The Hellfire Club." Lilandra pushed back some stray hair.

Xavier waved the comment away and looked at the woman with scornful eyes. "Am I to just trust you on your word that you are in no way connected to them?"

"You're the world's most powerful telepath, Charles." Lilandra said as the universe around the two dissolved and they were both back in the restaurant. "You shouldn't have to ask me if I'm telling the truth."

"As a rule I never pry into the mind of anyone without permission." Xavier said simply.

"Myself and my organization would very much like to go into business with you." Lilandra said, smiling at the man. "We wouldn't dream of starting a relationship based on a lie." She tried to move her arms, but they were still locked in place. "I am an open book to you, Charles."

"Tell me everything you can about the Phoenix..." Xavier said sighing and looking at the woman. "…As you have come to understand it."

The woman looked at Xavier for a moment and thought about it, what could she say that would make sense without studying the religion? "In the before time the Phoenix was a great and beautiful entity freely roaming the cosmos, changing worlds at a whim. All were improvements, it is said that the Phoenix may well have been the spark that brought life to the universe." She paused and looked at the man sitting across from her. "The Phoenix's greatest creation became her undoing."

Xavier looked at the woman, wanting her to continue. "The life she created sought to control her. They amassed a great army, bringing together many civilizations. The war with the Phoenix lasted a thousand years and cost many lives. But in the end, she was defeated."

Xavier took a sip of water as the woman continued her tale of the god. "The Phoenix couldn't be killed. Their only solution was to imprison her, but ordinary means proved ineffective against such a powerful being. So they constructed a special prison around the Phoenix, a cage of sorts…"

Lilandra trailed off as she looked deep into her memory, trying to remember as much as possible to tell the Professor. "It remains to this day, unchanged, housing her at its center. It was a prison we would eventually call Earth…

Xavier's:

Scott lay in bed, curled up with his knees close to his chest. Jean lay the same way, but opposite the man, in a yin and yang position. Jean was touching her forehead to his, thinking about what he had just told her.

"Is he alright?" She asked quietly.

Scott wrapped his hands under his head and nodded. "Yes… it was strange Jean." Scott said turning his head to look at Jean. "One minute his hands were all cut and bleeding and his eyes were glazed over and then the next the blood was gone, no cuts and he looked fine."

"But it's bothering you…" She said.

Scott didn't say anything, but was thinking a lot. He was thinking that what happened in the kitchen reminded him an awful lot of what Jean was going through. But Scott wouldn't dare say it and he feared Jean already knew what he was thinking.

"So…" Scott decided to change the subject. "What do you think of the new me? Is it everything you'd hope for?"

"You're getting there." Jean said realizing that Scott no longer wanted to talk about Alex. "Let's see if it lasts past tonight and I'll give you a full evaluation in a month or so.

"So, Rogue, what now?" Bobby asked as he crawled out of bed and looked for his jeans that the girl had thrown across the room.

"I guess I sneak back to my room without being spotted Bobby." Rogue smiled as she watched the naked teenager run across his room. She pulled the sheet closer to her neck. "I may try to practice my card throwing, although I'm already pretty good. I can already do most of the stuff he's done."

"No," Bobby said finding his jeans and pulling them on. "I mean what now between us?"

"Well, I guess we're an item again, silly."

Bobby smiled at her and she smiled back, shaking her head while her shoulder length brown hair bounced back and forth.

"Alex, are you okay?" Peter asked as the two lay in bed.

Alex had changed his mind about going out and just wanted to lay in bed.

"I'm fine…" Alex sighed as he pulled himself closer to the man. "I just want to sleep.

Peter didn't say anything as he just held the man. Something had happened when Alex went to get some water, but he didn't want to talk about it.

He wouldn't push the man. Peter smiled as he heard Alex's breath come in and out in even breaths, the sign of sleep.

Outskirts:

"Bud, chill girl… It's clear Sabertooth has lost his mind." Logan said as he popped his claws out of his fist.

"Haven't you been paying attention, Dad." Sabertooth mocked the man as he took a step forward. "My mind is clear as ever. New memories are coming back to me every day."

Ororo crawled through the mud as the rain fell down around her. She looked at Rose who had fallen to the ground next to Sabertooth, all the fight taken out of her. She quickly looked up at Logan to see how he was dealing with the information, more importantly about what Rose just said.

"So what!" Logan shouted, waiting for Ororo to crawl behind him. "Now you gonna tell me how I beat you when you were little?" Logan sneered. "'Cause I ain't buyin' it!"

"Actually, I don't care if you believe me or not." Sabertooth smiled as his claws slowly slid into his fist. "I've said my piece and I'm ready to move on." Sabertooth yelled as he lunged at the man.

Logan danced backward as Sabertooth's claws slashed at his white shirt, tearing it into pieces. The two continued their little dance till a bolt of lightning flashed out of the sky and bolted right into Sabertooth's chest. Logan was pushed back from the blast as Sabertooth slowly got to his feet.

Ororo ran over to Logan who was trying to get up. Both watched as Sabertooth went for Rose and picked her up with one hand. He snarled at the girl and then at the two that were watching him.

"This will be my prize today." Saberooth said as he twirled around and the two disappeared in the rain.

"No!" Ororo yelled quickly getting up, but Logan stopped her.

"We can't follow him…" Logan said as blood spat from his mouth. Ororo fell back to her knees realizing that Logan was hurt too badly.

"Logan, are you…"

"I'm man enough to admit that I'm hurt…" He said as she helped him to his feet. "Give me ten minutes, tops. We'll be able to follow."

"I think we should get back to the mansion for some help…" Ororo said as she helped him to the car they had brought with them.

New York City:

"So the earth is a prison formed around this god?" Xavier asked looking at the woman, not really believing her, but humoring her anyways.

"Yes." Lilandra said simply. "The earth itself is its prison. It resides at the molten hot core, or rather is the molten hot core." She took a deep breath as she continued her story.

"Over time, life began to form and evolve on the surface. In fact, this was long after the civilizations responsible for the Phoenix's imprisonment had become extinct. The Phoenix began to detect life on Earth and it began to help it along aiding in the development of intelligent life on this planet."

Xavier watched the woman, only her lips moving, the same strain of hair that always fell away from her ear slid back into place as she continued. "We believe the leaps and bounds humans experienced in evolution are because of the Phoenix's involvement, as is the next step in human evolution, the mutant.

"The founders of our religion claimed to be able to speak directly to the Phoenix, though this art has been lost through the years. They were told the story of the Phoenix; they based a philosophy of rebirth and self-improvement on her teachings. This became the Shi'ar religion." Xavier noted a hint of distain when Lilandra talked about the religion. He couldn't quite place way, and nothing screamed at him from her mind.

"The Phoenix also told of a prophecy. She told of a mortal that would house the entity, and eventually allow it to be reborn through that mortal. This would free the Phoenix to roam the universe once again."

She paused as she watched the man, making sure he was understanding. When she saw that he had no questions, she continued. "Which brings me to you and our deal. I offer you complete support, financially and otherwise, in return for one thing. You will allow us to examine Jean Grey."

Xavier looked taken aback but quickly recovered as the woman went on. "We believe she is the one prophesied. The process of confirming this is no way harmful or painful and we could do it on the grounds of your school."

Xavier paused for a moment, thinking about what the woman had told him. He wanted to scan her mind to find out what else she knew, but he stopped himself. Then he realized the woman only mentioned Jean, nothing about…

"True or not…" He said instead of finishing his thought. "I sense that you believe everything you've said to me. Also, your aid will be a welcome addition to my operation. I cannot commit just yet. I will have to discuss this with Jean. She must be willing to do this or the deal is off."

"I wouldn't have it any other way, Charles." She said, trying to smile, but not being able to.

"That's good to know." Xavier said sending her a smile.

"Fantastic. Can you release my arms now? I'd like to finish my meal." The woman said, now sounding slightly annoyed. "It's getting cold.

Xavier's:

Kitty pulled up in the driveway by way of cab. She opened the door and quickly got out, giving the driver some money she shut the door and walked up the staircase to the main door of the house.

She walked through the door, using her mutant abilities instead of opening it and almost screamed. She saw Nick Fury staring right at her, two of his body guards holding guns and standing near a half naked teenager tied up in a metal case.

"Is there something that I can do for you?" She asked, narrowing her eyes at the man, clearly not happy to see him.

"You can tell me when Charles Xavier is going to return." Fury said with a hint of disgust in his voice.

Kitty glared at the man and walked right through him. His eyes went slightly wide as he realized what she was doing. "Nope, sorry." Kitty said as she walked away from him. "I can't help you."

Fury turned his head to watch the girl go. He glared at her for a moment before he heard what he had come for. He turned his head as he saw Xavier wheel himself up the walkway and into the front door.

"What can I do for you, Mister Fury?" Xavier asked clearly sounding annoyed that the man was there.

"I've got a fresh one for you, Charles." Fury said giving the man a dark stare.

"Please tell me you're not restraining that young mutant so you could being him here unwillingly?" Xavier asked.

"Not at all." Fury said as he give the man a quick smile and threw a thumb at the teenager. "This young man is named Elliot Boggs. From all indications he's just become active and he's out of control. He's got some kind of reality-altering powers. We couldn't really figure it out. I think you're the only one who can help him. Charles, we think he may have killed his parents."

Xavier narrowed his eyes at the man; he was acting a little strange, well stranger than usual for the man. "I don't think I need to remind you that this institute is no longer affiliated with SHIELD, Mister Fury."

Nick shook his head. "This boy is dangerous. I can't do anything with him other than locking him in a room for the rest of his life and drugging him out of his mind." Fury said looking at Xavier. "Is that what you want?"

"Of course not." Xavier said.

"Good." Fury said walking past the man and towards the front door. "Then I'll be on my way. You know how to reach me if you need anything.

Nick Fury walked down the stairs when he took notice of Logan and Ororo. Logan snarled at him, still holding his side. "Tell me, Nick. What makes this one worth saving? Why not just have him killed?

"I have no idea what you're talking about." Fury said, not turning his head as he made his way towards the helicopter in the front yard."

"Sure, bub."

"What was that about?" Ororo asked as she and Logan entered the building.

"You don't want to know." Logan said sniffing the air around them. "What do we have here Chuck?"

"New arrival." Xavier said as he motioned to Elliot. "If you would, Logan, help me move Mister Boggs to the infirmary." Xavier looked at the shirtless man. Rough night?"

"Nothing I couldn't handle." Logan said walking over to the boy and moving him down the hall.

"That's not what I asked." Xavier said following him down the hall.

Ororo stood there for a moment trying to remember something. She had to tell the others something… something was wrong, but she just couldn't remember who or why it was important.

Even as she stood there, alone in the hall she began to forget everything about the subject, until it became noting more than a dream that faded away in the morning.

Alex shot up out of bed, breathing hard.

Peter jerked at the sudden movement. "You okay?"

"I… I…" Alex looked around the room, like he was lost.

"It's nothing… I just felt like I lost something…"

"It was just a dream…" Peter said patting the man on the shoulder. "Go back to sleep."

Alex nodded his head, laying back down and closing his eyes. He didn't fall back to sleep however. Something was missing; he just couldn't place his finger on it.

It was something important though… he knew that. Alex didn't have another chance to think about it as sleep took him over.

Somewhere else:

"I'm home!" Sabertooth said as he walked through the door that began to open when he neared it. Rose was still out cold as the man dragged her through the hall. "Dr. Cornelius?"

"I'm here." A man said from the shadows. "You did an excellent job. I'm told the operatives I sent with you weren't even needed. I wish I could have been!" The man said with a laugh.

Sabertooth walked further into the lab and through the girl at the man's feet. "What is this?" He asked.

"A girl." Sabertooth said bluntly. Dr. Cornelius narrowed his eyes at the man and gave him a no nonsense look.

"I can see that, animal. What is she doing here?"

"She calms to be Logan's daughter." Sabertooth said.

"Ah, amazing. Something I can work with…" He smiled as he looked down at the girl.

A daughter…

"… the girl should be useful… if it's true."

Far to the North:

"I said harder!" Magneto roared.

Conner looked up at the main through sweat and tears that was around his face. "I'm trying!" He roared back. Conner looked at the man and wonder if it was a good idea to leave his team. He knew Alex wouldn't come looking for him, he trusted Conner; he trusted all of them and knew what they were doing.

But still, leaving without saying anything... a part of him knew it was wrong. But he needed to learn and Magneto was the only one that could teach him!

Magneto paused for a moment and looked at the young man. It had been less than a week since he and Conner had arrived with longshot to his secret location and Magneto had paused the young man ever since.

Conner didn't reveal much about himself save that he had the same powers as Magneto and wanted training in them. The boy knew something and he wasn't telling Magneto anything.

"I am… sorry." Magneto finally said looking at the young man.

Conner rolled his eyes as the older man in front of him. "I'm not stupid, Mags. Don't try and play me."

Magneto narrowed his eyes. "The last person who tried to talk to me like that didn't live for a second chance."

Conner smiled at the man and waved his hand. Magneto didn't have a chance to react as his feet flew up into the air and the man landed on his back side, his cap flying around him, covering him head to toe.

Conner broke into laughter as he watched the scene, wiping a tear from his eyes Conner heard something that he never thought he would.

Magneto laughing.

Conner cautiously walked to the man who was still lying on his back and noticed that the man's face was red from laughter.

"Um… sir?" Conner asked as he held a hand out. "You're kinda freakin me out here…"

Magneto took Conner's hand and pulled himself up, trying to stop laughing, but failing. "It is… nothing." He said through rushes of air. "I was just taken by surprised."

Conner didn't say anything as he watched his only hope for learning about his power fall into hysteria.

"Don't…" Taking a deep breath Magneto sighed. "It has just been a very long time since someone surprised me." He nodded his head and looked down at the young man, a serious expression on his face. "Now. That was very good."

Conner finally broke a smile again.

This was more like the Magneto of his time, or what Angel would tell him, a light hearted man.

Not evil. Someone, in the face of all that had happened still had hope.

There was always hope.

The End.