Disclaimer: I don't own Naruto, or X-Men: Evolution.

Couldn't use full title as there wasn't any room for it.

A/N: Tried for a double post to get past Mindbender as I'm not a fan of mind control, and wanted to get past it but came up short since both episodes was mostly canon.

Also Internet's still acting up for one Beta so updates for my D.C. and this story may be a little slow until they get it sorted out.

Beta: Jebest4781, and Chaos-PSD.


Chapter XVIII: The Mindbending Tale of Operation: Rebirth.

Last Time.

Naruto and Rachel walked out of a movie theater clinging onto him. "Thanks for the date, Naruto~" He smirked before turning to her, not noticing sever masked men walk behind them. "How much of the movie did you see? You were more interested in making out in the dark and vacant row."

"You weren't complaining." She replies making him smirk too. They're suddenly tazed into unconsciousness, and dragged into a black unmarked van.

Unknown Location.

Naruto and Rachel woke up in an empty building, surrounded by several people in masks. "Well shit." Naruto said as the people attacked. They begin attacking as Naruto and Rachel defend themselves. "Who the hell are these guys?! And why are they doing this?!" Naruto asked kicking a man through a window as Rachel had fire surround her on the ground.

Up in a hidden room, the Hellfire Club is watching them, and recording the fight. "She's handling her body well.. I thought she would just start attacking everything once she got out." The female said as the others watched Naruto easily keep up with Rachel as they took out the last man.

"Let's go." One of the men said noticing Naruto pick up a phone, as Rachel blasts a hole in the wall showing a forest.

Later; Xavier's School For The Gifted.

When Naruto, and Rachel got back to the mansion, they told the adults everything while Emma is listening in from the study. "Anything wrong, Emma?" Emma jumped, and looked to see Scott beside her. "No.. Nothing's wrong, Scott."

Now.

Xavier's School For The Gifted.

"AAHH!" A nude Kitty yelled falling through the ceiling behind the couch. She reached up, grabbed the blanket, and wrapped it around her frame before walking back up on shaking legs. "I cannot believe I phased through the bed, and the floor while having sex! And just when I hit the big O, for that matter!" She thought holding on to the walls as she walked to the steps.

"I can't believe you attacked that guy." Kitty squeaked as she hid behind one of the statues. Peeking out, she saw Ororo in a white dress talking to Logan in black jeans, and black button up shirt. "He tried to grab your ass. What the hell was I supposed to do?!"

"Call the waiter to call the cops? Now we're also banned from the restaurant!" Kitty phased through the wall, and climbed up to the next floor. "Dude! You should have been there." Kitty phased in the wall as Evan, and Kurt walked in the hall talking about the skateboard competition from earlier.

Kitty sighed before phasing back out, and walked down the hall. "I'll be fine Scott, I'm just going out with Duncan." She turns to see Scott and Emma coming down the hall. She also notices Scott nodding, with a slightly doubtful look on his face. Kitty rolled her eyes, slumped her shoulders, and shook her head before she phased through a bathroom, and waited for both Scott, and Emma to walk past her.

As they walked away, Kitty ran out and ran to Naruto's room. She opened it, and saw a nude Rachel lying against Naruto before hearing moans coming from the bathroom. "I'm guessing that's Rogue?" She asked as he nodded. "Yeah, with a clone." She smiled as she dropped the blanket, and closed the door behind her.

As soon as she did, Wanda, Jean, and Tabitha came out from under the covers as she crawled towards him. "Now let's try that again... Without me phasing through the floor this time."

Logan; Woods.

Logan was driving his motorcycle along the road on a nice, peaceful day to help clear his head especially from what happened earlier that morning before he caught a scent. Using his claws, he tilted them to act like a makeshift mirror, and saw a black assault helicopter following after him. Retracting his claws, Logan revved his bike to go faster into the woods as two black Hummer's chased after him while firing at him.

Logan weaved between the trees, and rocks having the Hummer's crash before sliding to a stop on a cliff. Logan jumped off his bike just as a black helicopter flew up with a logo of a shield, with red edges and gold stars with 'S.H.I.E.L.D.' on it above two swords creating an 'X', and a gold eagle above it.

"Hold it right there, Logan!" The helicopter hovered above the ground, and the door opened revealing a Caucasian man with short grey hair, black eye-patch over his left eye. He's wearing a black sweater under a coat, and black pants, with boots.

"Or should I say... Weapon X?" Logan growled before walking over. "Fury... I've got one word for you.. Goodbye." Logan said before walking back to his bike.

Click.

Only to stop as the helicopter aimed its weapons at it. "Okay Fury, what's this about? I don't work for S.H.I.E.L.D. anymore!" Fury sighed before replying. "Rebirth's been stolen." Logan's eyes widened at that. "Impossible! Rebirth was destroyed! Rogers and I made sure of that!" Logan yelled grabbing Fury by his coat. "Apparently there was a backup as S.H.I.E.L.D. discovered it 17 years ago. Since it was a touchy subject, we put it in Level 5 security."

"Pftt…And it still got stolen. Who did it?" Fury shrugged as he took a picture out of his coat. "Unknown." He flipped it over showing a destroyed steel door. "Whoever did it managed to do this to a titanium steel door. As well as knockout security with a Magnetic pulse." Logan snarled at the picture. "Magneto."

Bayville High; A Few Hours Later.

Naruto walked with Rogue, and Kurt as Rogue looked at her History quiz. "Oh man! I totally tanked that History quiz! Why do we have to study World War II anyways?" Naruto shrugged before speaking. "I guess you don't want to learn about the Veterans about the War huh?"

Before anything else could be said an overweight teen boy walked past them. "Clear the road losers." He's wearing a red hat, shirt with a white star, a black vest, and jeans.

"I think the phrase you're looking for is, 'excuse me'!" Rogue said as the boy turned around. "What was that skunk gir-AH!" He stopped as Naruto grabbed him by the wrist, and twists his arm. "I'm sorry, what was that? I think you should apologize before I break your arm, and say you tried to beat up a girl..."

"I think that's grounds for an expulsion." After getting the boy to apologize, they left for home with Jean, who walked up to them after the incident. Later, as they walked in the mansion, the lights flickered, and dimmed. "Power acting up?" Rogue asked as Jean left for her room. "Or Cerebro at full power!" Kurt said running to the elevator with Rogue.

Naruto sighed as he followed. "It's like they've never seen Cerebro before." He said before following after before Wanda jumped him from behind. "Hey there hot stuff~" Naruto smiled as he reached back to cup her ass. " Hey honey."

He waited for a few moments before speaking. "Are you going to let me go?" He asked walking in the elevator. "Nope~" They went down and stumbled into a conversation with Charles talking to Logan about finding Magneto. "No. Magneto's cloaking technology is keeping me from finding him. Even with Cerebro's enhancements."

Rogue opened her mouth, but closed it with her hand, having whatever she was going to say come out in a squeak. "Rogue, Naruto, Kurt, Wanda.. You can come out now." The teens sighed before walking inside. "You know... You can, at least, let a girl volunteer first." Rogue said as Wanda finally let Naruto go as soon as her father's name came up, and walked ahead. Her brows furrowed in angry determination.

"I want in.. No excuses." Naruto sighed at that. "Whenever her father is involved she would jump to the chance in taking him down." He thought before speaking to Charles. "There's no arguing with her, Charles. Trust me. I'll go to keep her safe." Logan narrowed his eyes before Rogue explained she still has memories from touching Magneto back in December, and she has an image of a hideout in the Sahara Desert. "That's a lot of ground to cover.. Can you narrow it down?"

"I could recognize landmarks..." Logan pointed at her before speaking. "I'm not going to take you!" Rogue crossed her arms under her bust before frowning. "Fine, then you're not finding it! Besides, from what I figure out, you can't open it without the power of magnetism." Naruto saw Wanda stiffen at that before Charles spoke up. "Or.."

"Teleportation! Oh yeah! The Fuzzy Man is going on the mission!" Kurt cheered turning his watch off. Later, they left in the new helicopter, Naruto notice Logan drifting off before Rogue snapped him out of it. "Why does Magneto want this Operation: Rebirth?" Wolverine sighed before explaining it was used back in WW II on one Steve Rogers A.K.A Captain America.

(Flashback.)

"A team of two." A General said to both a young Logan, and Captain America. He has blue eyes, Caucasian, and he's wearing a red, white and blue uniform with small wings on the facial mask and a large 'A'.

"Specifically you two. Captain, I believe you've met Logan? He's a part of the Canadian Special Forces. From what I hear he's just as tough as you are.. Which is a good thing." Logan fixed his gear before speaking. "Mission parameters?" The General looked to Logan before speaking.

"You're to liberate a P.O.W. camp in Poland, but for the safety of the mission, and prisoners.. It needs to be fast... As in, 'no parachute' fast." Logan, and Captain America looked to each other before shaking hands. Later, the plane flew low to the ground over the camp, and destroying the look out towers as Logan, and Captain America dropped down on a building.

Captain America pulled out a circular shield with red, and white stripes with a small blue circle in the middle, and a white star inside blocked gunfire as they attacked the Soldiers. Captain America ran into one building holding a young boy with a group of prisoners. Logan saw the boy look up, and move his hands. Looking back, Logan saw grenades suddenly fly back to the men that threw them.

Logan looked back at the boy before they continued running as reinforcements came. "What's your name, kid?" Logan asked putting the boy on a truck. "Erik Lehnsherr. Thank you for saving us."

(Flashback End.)

"There! Head east past that ridge of rocks" Rogue pointed to two rocks facing each other interrupting Wolverine. As they continued lying, Wolverine explained the reason there was no more Super Soldiers was because an after effect started to kill Captain America from Cellular Breakdown.

Later.

The X-Men dropped down on A.T.V.s, and started driving to a large metal dome as Wolverine explained Captain America, and another guy destroyed the Project before the Army could find, and fix the problem. Wanda gripped Naruto harder as they jumped a dune, and came up to the dome. Suddenly they were attacked by missiles, and jumped a dune to the dome.

They jumped off their A.T.V.s, and grabbed hands just before Nightcrawler teleported them.

BAMF!

Looking up, they saw a silhouette of a man inside a large tube. "Nice of you to come, and pay us a visit Wolverine." Looking to their right, they say Sabertooth who's back to normal from Asteroid X. Wolverine snarled as he brought his claws out, and started attacking Sabertooth. "Fry the chamber! I'll handle the cat!"

Kage and the others ran towards the chamber, but were hit by girders that pinned them to the wall. "Kurt! Teleport to the controls, and plant the bomb!" Naruto yelled before Kurt did just that as Scarlet Witch groaned before her hands glowed blue, and had the girders fall before seeing Kurt hesitate.

Growling, she walked over and stopped, seeing a sickly looking Magneto, who explained that the machine is the only thing that would heal him. Wanda raised a glowing hand, aimed directly at her sickly father. She glanced back to Naruto before sighing, and waited for the machine's healing process to finish. As soon as he was done, Wolverine ran, took Magneto out of the chamber, and ran with the others before pulling the detonator on the small octagon shaped bomb.

BOOM!

The device was destroyed as the bomb went off. Magneto growled before taking control of the debris to attack them. Rogue was grabbed having Naruto run to her as the others were grabbed also. "Rogue!" Naruto yelled before a hose wrapped around him also. Just as a blade was put at their throats before Magneto sighed, and looked at his daughter and Nightcrawler.

"You spared my life. So I'll spare yours." Letting them go, he created a door for them to leave through before closing it after they left.

Later; S.H.I.E.L.D. Headquarters.

Logan sat looking at Captain America in a cryo-tube. "Been a long time, Cap. I'm still fighting the good fight.. Today we had a victory.. For you... You've got to know we'll find that Cure. I promise you that.. You and me... We made a good team. I'll be here when you get out." Logan said before hearing Fury speak up behind him.

"Time to go, Wolverine." Logan walked over to him before Fury spoke again. "And remember... You were never here." Logan sighed before speaking. "Yeah... Yeah, I know."

A Few Weeks Later; Xavier's School For The Gifted.

Some time has passed with nothing too extreme to talk about except for a carnival that recently passed on through. The residents of the Institute had some good fun, played some games, and indulged in some typical carnival food that one of the residents had stomach problems the next day, but nothing too bad.

Naruto did have a good time with his girls that he had gotten them several prizes to make things more fun with all of them. Although he did have this nagging feeling that something was off about the carnival, but couldn't quite place it. It was late at night when Naruto was coming back from the kitchen after he got himself a late night snack.

He passed Jean's room and saw that it was opened and Naruto knew she never got up this early at all. He knocked before entering her room and saw that the room was as it normally is, neat appearance with it being in Jean's taste. But it seemed too neat with the bed barely being touched at all and her backpack was still on her desk, so she wasn't studying at all.

The only thing that he saw that was out of the norm of her room were several prizes he gave her when the carnival came through. One of the prizes was on her bed with it being a jack-in-the-box he gotten her as the last prize for the night. He soon went to the next room to see if Jean was in there but she wasn't until Naruto checked her closet and saw her field outfit was missing.

"Damn it!" He cursed as Rachel floated down. "I don't know why she would do this.. No vehicles are missing, but there's no sign of a struggle." She said with a frown.

(A/N: I'll be skipping the robberies, as they'll stay canon.)

Later, Naruto ran into the study after getting the recent update of Jean's wearabouts. "She was in Boston?" Naruto asked Charles as Beast typed on the computer. "Yes.. She robbed a small Museum for a ring." Naruto cursed before Charles spoke up. "We'll find her.. We just need to wait for another opening."

The Next Day.

Naruto walked downstairs where Scott was talking to Charles. "She was here last night.. She knocked me out." Naruto walked over as Charles laced his fingers together. "And now both Her, and Kurt are gone." Naruto frowned before speaking. "What the hell is going on?!"

Later, after finding they went to New York City, Naruto and Wolverine left in the X-Jet and flew to a bank. "They're in the vault." Wolverine said before Naruto created a Rasengan (Spiraling Sphere). "Well, I've got the combination right here." Destroying the door, they saw Jean in her costume with Nightcrawler.

"Jean.. It's us." Naruto said before Jean used her powers to push them out of the bank. They got up, and saw the Jet take off. "This is seriously pissing me off!" Wolverine yelled before Naruto sighed. "Yeah, good thing I have Hiraishin (Flying Thunder God) seals on the mansion.. It'll take a minute for me to get to it since we're a few miles away from it."

Later Carnival.

After finding out Kitty and Evan left with Jean, Charles explained that there's a Mutant named Mesmero, controlling them to rob three rings. Naruto, Beast, Wolverine, and Rogue looked as their controlled friends walked towards them as rain poured down. Naruto pulled his staff out, and rests it on his shoulder before they attacked.

Beast grappled with Nightcrawler who was teleporting them around. Rogue walked to Naruto as Spyke fired several spikes at them. Naruto hit several away before dashing at Spyke before Jean lifted him up, and threw him at Shadowcat.

"Come on, Kitty! Fight this!" Naruto yelled grabbing her shoulder.

Slink!

Only for two spikes to phase through her and into his stomach. He coughed up blood as he groaned. Shadowcat shook her head before feeling something wet hit her face. Opening her eyes, she gasped as she saw Naruto cough up blood, and felt something phase through her. Looking down, she gasped as she saw two spikes through her dripping blood.

"N-Naruto!" She yelled grabbing the spikes, and had them phase through Naruto having him fall to his knees. "Hurts just as bad the second time." Naruto said coughing up blood as Charles wheeled over with the others, and explained that Mesmero was also being controlled by a stronger mind.

Egypt.

Mesmero, a bald man wearing a cloak with a tattooed face walked in a cave, and came up to a stone door. He took out the three golden rings the others took, and put them on a golden staff. He walked to the door and put them in a keyhole, and had the door open to reveal a grey door behind it. "The first door is opened."

A Few Days Later, Xavier's School For The Gifted.

Rachel, in a sexy nurse outfit, was tending to Naruto, who's resting in the Med. Bay. "Where are the others?" Naruto asked as Rachel bent down to take his temperature. Giving him clear view of her cleavage. "At school, although Jean and Kitty are also taking the day off. They feel really bad about what happened."

"It wasn't their fault." Naruto replied as Rachel turned around, and 'accidently' dropped the thermometer. "Oops~" She bent down, and flashed him her white panty clad ass before walking away with a sway in her hips. As she left, Jean and Kitty walked in, both wearing bathrobes. "How are you feeling?" they both asked, with a bit of angst in their voices.

"Come on, you two. You both know I've survived worse." he answers with a grin. Kitty looks down. "Half of which seem to involve saving my life." She's surprised when Naruto suddenly grabs both Kitty's and Jean's hands. "Hey. Don't ever think that. Either of you. You're both stronger than you give yourselves credit."

'"All that Mesmero guy did was catch you off guard. I know that won't happen again, because next time, one or both of you will take him down before he has the chance." he tells them, looking directly into their eyes. Both girls look at him, tears of joy forming in their eyes. They quickly rub them off and stand at both sides of Naruto's bed.

"Naruto. Thank you." Kitty tells him, kissing him on the cheek. Jean follows suit on his other cheek. They both look down at him, seductive smiles forming on their faces. "We know you can't put your midsection through too much stress, so..." Jean trails off by removing her bathrobe, as does Kitty. They fall to the floor, revealing their naked bodies to a surprised Naruto.

"You'll just have to lie there and enjoy our, 'gratitude'." Kitty finishes, inching lower to Naruto's waistline as Jean grabs his head and proceeds to indulge in an open-mouth kiss.

To Be Continued.


A/N: Thanks for reading, and let me know of any mistakes.

Beta: Jebest4781, and Chaos-PSD.

Ok I've got nothing to say except thanks gain for reading, and Naruto on Board will be updated next.

Talk To You Later,

Lone Wolf Out.