Disclaimer: These are not my characters. Though I'd like to think that certain members of the Brotherhood, and X-Men are mine, I can not claim them.

Kitty sat up, dazed. Around her were branches and leaves, it was like she fell on a tree. It took her a moment to accept her surroundings. What was she doing here? The last she remembered, her and Lance were about to enjoy a romantic afternoon watching old movies. What was going on?

That's when she heard angry voices nearby. It only took her a moment to realize whom she was hearing, Rogue!

"Well isn't that nice!" Rogue stopped and looked at the brotherhood, which stood ready to fight. "Five birds with one stone!" She turned to Scott who nodded.

Rogue smiled evilly at the brotherhood members, then moved closer to Jean.

"You touch her, and you're gonna have to deal with us!" Pietro stepped forward menacingly holding his fist up.

"Really?" Without a second thought, Rogue swung her hand towards Jeans face, slapping her, and holding it there a moment, till Jean turned pale. Foolish girl Rogue whispered in her head Did you think you could challenge me, your master, and win? Her eyes glowed as she became powerful. Rogue turned back to Pietro, "Then come an get me!"

On q, Evan and Kurt released Jean, and Scott scooped her up. Pietro speed towards Rogue, his anger boiling, but before he could reach her, he found himself hovering in mid-air. Lance held out his hand and the ground began to shake.

Meanwhile Todd leaped toward Evan, spitting slime. Evan tried to retaliate with his spikes, but the slime had glued them down. They both raced at each other, and fell to the ground in a fistfight.

At the same time, Fred and Kurt struggled, Kurt trying to not be smashed, and Fred trying to get a hold of Kurt before he could disappear.

Rogue, who had been holding Pietro back, and floating in the air, so that Lance's earthquake could do her no damage, suddenly froze.

Pietro noticed her pause in powers, "Uh-oh!" He muttered, a moment before he went falling to the ground, into a puddle of mud.

Rogue slowly landed, a confused expression on her face, she looked from Pietro to Lance, then to the others fighting on the sidelines. She shook her head in confusion. "Xavier, what have you done...." She mumbled.

Lance and Pietro glanced at each other, she had gotten Jean's memories too.

**************************

Kitty, who had struggled with her dizziness for a moment, had now reached the ongoing battle. She was trying to decide what to do, when she noticed that Scott had almost reached the X-Jet, and Jean was in his arms.

Without a second thought Kitty ran towards him, he turned around as he heard her coming.

"Stay back Kitty." He ordered in a monotone voice. Then with almost a glint of sadness on his face he added, "I don't want to have to hurt you."

Kitty's heart sank, he wasn't saving Jean, he was taking her back to Xavier. "The same goes for you." Kitty met his stare. "I don't want to have to hurt you, but if you don't release Jean, I will!"

Scott looked down at Jean, who lay lifeless in his arms. He shook his head. "I didn't want it to be like this." He looked back at Kitty. "Why did you two betray us? Why have you gone to the brotherhood?"

Kitty moved ever so slowly closer to him and Jean. "So Xavier didn't tell you...." She began. "He told you we betrayed you for the brotherhood. It's a shame he hadn't the courage to tell you the truth!"

Scott looked confused, and defensive. "What do you mean the truth? The truth is that you guys are traitors!" He seemed to get angry. Xavier was vexing his mind.

Obviously Kitty only had a few more words before he attacked, or took off. "Xavier is controlling your mind Scott! He always has been, he was controlling Jean too, but she found out, and then I..."

Scott cut her off. "That's crazy! Xavier is our leader, he would never do that!"

Kitty tensed herself, ready to phase if she had too. `Oh if only I had Jean's abilities, I could know what he was thinking!' Kitty thought to herself, frustrated. Wait! She did have one of Jean's abilities, kind of!

Jean can you here me? Kitty thought to herself, trying to concentrate. Scott just looked at her confused. No answer, she must have been out cold.

Scott just shook his head. "I won't believe any of your lies Kitty, you've changes too much." He turned and started to leave.

"Dang it!" Kitty mumbled. Then cried out, "Not so fast Cyclops!" She raced after him and sprang into the air, kicking both feet into his back. She had always known her training from Wolverine would come in handy, she had know idea it would be to fight her former teammates!

Scott stumbled forward, nearly falling on Jean, who he quickly set on the ground. He turned around to Kitty, furious. Placing one hand to his visor he shot. Kitty however had expected this, and quickly phased, the laser going straight through her. That wouldn't last for long though. She back flipped towards the left of her and started running. Hopefully she could make it in a circle around him, and draw him away from Jean. Apparently this plan was working.

Just as Kitty had drawn him a safe distance away from Jean, she saw something that made her blood curl, Xavier! She hadn't realized that he had been in the X-Jet the whole time! Now he had exited it, and was moving towards Jean.

For the moment that Kitty had stopped and stared in disbelief at the new dilemma, she had forgoten that there was angry Cyclops running after her. The next second she turned and saw him coming, before she could think to do anything, she felt a stinging sensation on her right arm. She was hit! Kitty had thought to phase, but it was too late. An instant later, one of her arms hung limp in pain, and the other was being held tightly in Scott's grip.

Scott opened his mouth to say something to her, but he was cut short. From behind them they heard a frantic cry. Turning, they saw Jean floating in front of the Professor, his hand on her forehead. Her face bore a stressful expression, and she yelled as he tried to enter her mind.

In that second, Scott realized what mattered to him more. He glanced at Kitty with a broken expression, then realized her arm, she collapsed to her knees.

Scott began to run toward the professor and Jean. "Stop hurting her Xavier!" He yelled, holding one hand to his visor. The professor looked at Scott in dismay, he was loosing him too?

At the same time, from around the path, the rest of the X-Men and the brotherhood appeared. Xavier glanced toward them.

Rogue, stop Scott! He ordered. But his command was only met by a deadly stare.

I don't think so Professor! Rogue responded. Using Jean's powers she lifted the professor's chair. As she did so, he released Jean, who Scott quickly ran to.

Xavier grew angry. Using his mental ability he fought Rogue. She winced, and released him. Xavier moved back to the X-Jet, backing up.

Evan? Kurt? Scott? He shook is head angrily, realizing that he had lost all his X-Men. No one answered him. He glared at then all.

"You think you've accomplished something today, but you haven't! You've only ruined the hope for mutants everywhere! You have destroyed our dream!"

"Your dream!" Scott corrected, as he held Jean defensively. He reached a hand up to his visor. At the same time, the rest of the X-Men and brotherhood prepared themselves. Except Lance however, who was holding Kitty in his arms.

Xavier grinned. "Ha! You all think you can fight me? Do you really think you would win?" He backed up further into the jet. "So long, X-Men!" He growled as the door closed, and the plane began to rise.

As he moved into the sky, everyone heard a chilling voice whisper to them, You have far underestimated my powers, I am not finished with you yet!

******************************

A/N: As you may have noticed, I'm not very good with fight scenes, so please cut me a little slack. This isn't the last chap yet. Please review so I can know where to go with this, should I continue, or epilogue and write a sequel????? At least lemme know what ya thought!! ^_^