Those of you who don't know about Matthew Burke, he appeared on the episode 'The Spy Who Rooked Me' on GI Joe. Basically he's a copy of the James Bond character. And he really irritates Flint. I always found him annoying as well. So…

The Spy Who Taught Me

"Let me see if I get this straight," Flint said to the figure across from him at the table. "This Emma Frost is a mutant working with Cobra. They've made a device to increase sunspot radiation in order to increase mutant births. But it's harmful to anyone who doesn't have an X Gene? Why?"

"I really don't know old boy," Burke shrugged. "Not really my department. I'm just a simple agent."

"An agent who couldn't do a simple job as recover those components!" Flint growled.

"As I told your general I they were over a hundred pounds," Burke spoke as if he was speaking to a small child. "There was no way I could have gotten them out of the area unseen. I did hide them very well."

"So in other words you want the Joe team to clean up your mess," Flint snapped. "Again."

"You're still miffed about the nerve gas incident aren't you?" Burke sighed.

"I don't appreciate being used if that's what you mean," Flint growled.

"It was necessary," Matt threw up his hands. "What I don't understand is why Cobra is willing to work with her. I admit she does have a charming personality, when she's not trying to kill people that is but dear Emma is not that charming."

Lady Jaye smiled. "Well Burke for once we Joes have all the info. It seems that the role of Cobra Commander is being played by another mutant."

"Really?" Burke raised an eyebrow. "A takeover of some sorts? Well that would explain the sloppy way Cobra's been acting lately. Who is he?"

"Her name is Mystique," Flint told him.

"Mystique eh?" Burke raised an eyebrow. "I remember her. The blue shapeshifter right? I met her on a mission once a long time ago. We got to know each other quite intimately."

Flint couldn't hide the look of disgust on his face. "Tell me Burke, has there been any woman you haven't slept with or tried to sleep with on a mission?"

"Oh now we are really getting sore over old wounds now are we?" Burke calmly sipped his tea. "So I flirted with Lady Jaye a bit. Nothing ever happened."

"Thank god for small favors," Lady Jaye growled.

"Temper, temper," Burke wagged his finger. "You know it really is so unbecoming of a lady to act like that. Have you been picking up your husband's bad habits?"

"What's that supposed to mean?" Lady Jaye snapped.

"Don't get me wrong, you Joes are formidable opponents but it's just that you're all too…unpolished. A bit too rough-hewn. There's just a lack of social graces that's all. I mean Lady Jaye you do come from a background of fine breeding. I'd just hate to see you or anyone else forget that."

"Now wait a minute you stuck up jerk," Lady Jaye snapped. "You…"

"Are absolutely right," Flint said.

"WHAT?" Lady Jaye gasped.

"Well let's face it," Flint shrugged. "We're not exactly the most polished group in the world. We are soldiers after all. We could use his help with some of our new recruits."

"New recruits?" Burke asked.

"New recruits?" Lady Jaye asked.

"Yeah you see we feel that they need some pointers," Flint said. "We are trying to teach a new breed of soldier. They are very special. They have amazing skills. You know I think you could really influence them. Let's face it, you are very good at what you do."

"True," Burke nodded.

"I mean with your sophistication you could really do some good," Flint told him. "But if you're not up to it…"

"Well wait a minute," Burke said. "Of course I would be interested. I do have some time to kill. Perhaps this would be interesting. I always thought of myself as a man who could teach future generations of agents a thing or two."

"Well you know what they say," Flint said. "Teachers mold the minds and hearts of the future. And who knows, maybe these youngsters will teach you something as well. I mean, teaching does have many rewards. I mean they are very bright, young eager men and women that are keen to get on. Especially the young ladies."

"Ladies? Really? Do you think Hawk would mind?" Burke asked.

"Oh I'm sure if I ask him he'll jump at the chance," Flint said. "What do you say?"

"Why not?" Burke preened. "I mean why shouldn't I share my experience with the young ladies? I mean the new recruits. I'll do it!"

"Excellent," Flint smiled. "Actually I can have you teach for a few weeks by as soon as this afternoon. Unless that would be a problem for you?"

"Oh no old boy I'm sure I'll think of something," Burke got up. "I'll see you in a bit. I'll go prepare now."

"That's great!" Flint said. "You have no idea what this means to me."

"Think nothing of it!" Burke went off.

"You really do have an evil streak in you don't you?" Lady Jaye smiled.

"It comes in handy sometimes," Flint grinned.

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That afternoon Gung Ho led Burke to the classroom. "So you're the new target…I mean teacher," Gung Ho looked at him.

"Very amusing," Burke admitted wryly. "I take it this is the new unit of Special Forces or something?"

"Oh yeah, they're special all right."

"By the way, what happened to the last person who taught them? I heard there was some sort of incident."

"Well the last guy had to go to the infirmary. Something happened in class and he needed some rest or had to be put in a body cast. I dunno," Gung Ho shrugged. "Uh, you do have your insurance paid up don't you?"

"Why do I have the feeling that I have been set up?" Burke grumbled.

"Ah don't worry. These are good kids, a bit rough around the edges. But they ain't so bad," Gung Ho told him as they made it to the door.

"Really?"

"Really. FRESH MEAT!" Gung Ho shouted as he shoved Burke through the doorway. He then slammed it behind him.

"Hello Mr. Teacher!" Fred waved.

"What in the…?" Burke blinked when he saw a group of teenagers instead of military personnel. "Who are…oh no! Not you!"

"I told you we'd meet again," Althea grinned.

"All right," Burke sighed. "Very well. My name is Matthew Burke and obviously I have been conned into teaching you delightful young…people for the day."

"Hey you talk funny," Fred said. "Are you from another country like Canada or something?"

"Or something yes," Burke sighed. "I've heard rumors of the Joes training a group of delinquent mutants. Let me take a wild guess. You're them."

"Bingo!" Todd said as he ate a fly.

"Okay," Burke looked quickly at his attendance sheet. "Moving on…I might as well start with a roll call. First up…Avalanche."

To this Lance responded by sending a tremor through the room. Bits of plaster fell on Burke's head. "A simple 'here' would have sufficed," Burke said. "Next is Blob…I take it that's you." He looked at Fred.

"Gee how did you ever guess?" Pietro quipped.

"Yes well why don't you inform me of your powers when I call your names?" Burke said. "Might as well see how deep the hole I'm in is. Now I can take an educated guess at what Avalanche does but what do you do Blob?"

"I'm strong and I can't be moved!" Fred made a muscle. "Want to see?"

"That's all right!" Burke held up his hands. "I believe you."

"No really it's no trouble!" Fred demonstrated.

"Put those desks down!" Burke snapped. "Next…Quicksilver."

"Here!" Pietro waved. Then he ran around the room. "Or maybe here. Or here. Or here. Or here…"

"Okay super speed, got that," Burke sighed. "Scarlet Witch. And what exactly do you do?"

"Change probabilities," She told him. "Using hexbolts."

"And how exactly does that work?" Burke asked. Wanda demonstrated by having pencils and chalkboard erasers fly all over the room. "Okay," He coughed up some chalk dust. "Got that. Next is Toad."

"Here!" Todd hopped up and down.

"Okay…Wavedancer…oh so that's what they're calling you now? I'd have chosen another name but that neither here nor there. And finally…Xi?" He looked at the scaled mutant. "And what do you do?"

"You really don't want to know," Pietro snickered.

"It's official. I'm in the class from hell," Burke sighed. "Speaking of demons from the netherworld, Wavedancer where are those charming sisters of yours?"

"Oh they're working on a special project," Althea told him.

"I can imagine the possibilities," Burke sighed. "All right I supposed I should get started on basic espionage techniques."

"Oh like how to seduce women?" Fred asked.

"No," Burke said.

"I already know that," Pietro said.

"Oh please," Wanda rolled her eyes.

"Let's get started here shall we?" Burke asked.

"Yeah I wanna know how to seduce women!" Fred called out.

"Me too!" Todd piped up.

"WHAT DO YOU NEED TO LEARN THAT FOR?" Althea snapped.

"I just wanna be a better lover for you sweetheart," Todd blinked.

"Oh…" Althea said.

"Good save," Pietro snickered. "But if anyone needs to learn about women its Lance."

"I DO NOT!" Lance snapped. "I know a lot about women!"

"Since when?" Todd asked.

"Yeah Lance," Wanda asked. "I hate to admit it but my brother's right. You need all the help you can get."

"I DO NOT!"

"Lance we all know for a fact that you have only dated two girls in your entire life," Pietro told him. "Kitty, Queen of the Valley Girl Rejects and Willow, Miss Good Time Girl. And we all know who wore the pants in both relationships!"

"Willow didn't wear any pants at all," Fred said. "In fact she didn't wear very much of anything."

"That's true," Todd nodded.

"You didn't have to be so quick to notice!" Wanda snapped.

"Wanda how could he not notice?" Althea defended her boyfriend. "Even I couldn't help staring at her. Let's face it, no guy has a chance around her."

"Uh…I think we're getting off the track here," Burke blinked.

"Yeah Lance and I really need to take notes here on women," Fred took out his notebook.

"I DO NOT NEED TO TAKE NOTES!"

"Maybe we should co-teach this class?" Pietro asked. "Compare notes?"

"We are not going to teach anybody on how to seduce women!" Burke snapped.

"Why are you bad at it?" Xi asked.

"SHUT UP!" Burke snapped.

"Hey that's abuse!" Todd shouted.

"Yeah!" Fred called out.

"You shouldn't be mean to Xi!" Wanda shouted.

"Poor guy's been traumatized enough!" Lance told him. "You're against mutants!"

"I am not!" Burke snapped. "I'll have you know that I have slept with…I mean worked with several mutants."

"Okay I want details!" Pietro called out.

"So you are good at it," Xi said.

"Note time!" Fred picked up a pencil. "I'm ready!"

"We are not going to discuss my private life!" Burke shouted.

"Why not?" Xi asked. "We'd like to learn something interesting for once in this class!"

"Yeah we want a story!" Althea shouted.

"NO!" Burke shouted.

"If you don't tell us we won't learn anything about women!" Fred snapped.

"You are not here to learn about women!" Burke snapped.

"We want a story!" They all shouted.

"NO!" Burke shouted. "Now shut up!"

"We won't shut up until you tell us a story," Pietro shouted. "Hey Vern! We won't learn!"

"Hey…what?" Burke asked.

"HEY VERN! WE WON'T LEARN! HEY VERN! WE WON'T LEARN!" The Misfits chanted.

"ALL RIGHT! ALL RIGHT YOU WIN! YOU WIN!" Burke shouted.

"Yay!" Todd smiled. "I like story time!"

"Fine I'll tell you about a mission I was on," Burke sighed. "If only to shut you up!"

"Make it a good story!" Fred said. "With lots of women in it."

"Or mutants," Lance said.

"Mutant women," Burke sighed. "Perfect. I'll tell you about a mission that I was on when I ran into this shapeshifter named Mystique. I believe you know her."

"Wait a minute," Todd asked. "You know our old Boss Lady Mystique? When?"

"A long time ago," Burke told him. "Now…"

"How long ago?" Todd asked.

"I don't know. It was so long. I was on a mission posing as a German count when I met her. That must have been, I don't know…16 years ago."

"Sixteen years?" Pietro snorted. "Gee to think that the boss lady shacked up with…" Suddenly he stopped. His eyes grew wide as the wheels started to turn. "Uh…what kind of relationship did you have with her?"

"Well it was complicated," Burke sighed. "Now my assignment was to…"

"You slept with her didn't you?" Lance asked.

"None of your business!" Burke snapped.

"He did," Lance nodded to the others.

"That's not important!" Burke snapped.

"Wanna bet?" Todd grinned.

"You don't remember the month you met her do you?" Althea asked.

"What does the month have to do with it?" Xi asked.

"I'll explain later," Wanda told him. "So what month was it?"

"I agree, what does that have to do with it?" Burke asked.

"It helps set the tone of the story," Lance said.

"Well I know it was in the spring," Burke scratched his head. "I think it was April. Yes I'm sure of it! A lovely April day."

As he was reminiscing Todd scribbled on a note to Lance and Pietro. Anybody remember when the Fuzz ball's birthday is?

I'm pretty sure it's sometime in the winter, Pietro wrote. I remember Tabby saying something about that a while ago.

Yeah, I remember! January! Late January! Lance wrote. As the note was passed around immediately they started counting on their fingers.

"What are you all doing?" Burke noticed them.

"Uh we're just doing some math here yo," Todd told him.

Fred held up nine fingers. "Hey it fits!"

"Hey you don't think…?" Todd whispered.

"Only one way to find out," Althea said. She gathered them around and whispered instructions.

"What are you talking about?" Burke snapped. "First you want me to tell you about my missions then you ignore me? What is going…Where's Xi?"

Suddenly something grabbed him and tied him up with some rope. "Let me guess?" Burke gulped. "Xi can turn invisible?"

"Yup!" Althea smiled. "It's experiment time!"

"Help…" Burke whimpered as the kids bent over him with grins on their faces.

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"Okay, let's review," Hawk sighed. He, Flint and Lady Jaye had the Misfits in his office. "After you guys drew the blood for your little experiment you decided that you wanted to re-enact Custer's Last Stand. Am I right?"

"Well yeah," Fred admitted sheepishly.

"So that's why he was covered in fake arrows and feathers," Hawk sighed. "Then after that you guys tried to grill him some more on his private life. And then there was the incident with the mice and the pumpkin pies. No wonder he was crying for his mommy! You realize that you just sent one of the United Kingdom's top agents to a psychiatric ward? What possessed you to do such a thing?"

"Because Flint paid us ten bucks each to do so," Todd played with his fingers.

"SHUT UP!" Lance shoved him.

"You shut up!" Todd shoved him back and stuck his tongue out.

"Thanks a lot Toad," Flint groaned.

"Let me see if I get this straight," Hawk looked at Flint. "You paid them ten bucks each to drive Burke crazy?"

"Well yeah," Flint admitted.

"I don't believe it!" Lady Jaye snapped. "They got 25 bucks apiece from me!"

"You're lucky," Hawk told her. "They got fifty from me."

As you have probably figured out, there are a few things in here I am saving for a future fic. Hey, it's my Alternate Universe and I'll do what I want! Next: The Misfits attack a Cobra base for more information on Bragg. But they run into some old friends instead!