I don't own anything in this fic. The characters belong either to Capcom or Marvel and probably other people I don't even know. SO DON'T SUE DAMNIT! Plus, I'm only 17, there isn't any money in it.

"How are they doing back there?" asked Lance, as he sped down the highway, heading towards the institute. "Not good," replied Fred. Todd was turned back in his seat, checking on Pietro and Tabitha. Tabitha was still unconscious and her wound was still bleeding badly. Pietro was turning a pale white, his wounds, patched with the rest of Todd's shirt and parts of his pants, were still bleeding dangerously. "Lance, you better put the peddle to the metal yo," commented Todd. "I know, but I don't want any cops to pull us over. It's gonna be hard to explain why we have two people in the back, bleeding to death. I somewhat doubt they'll buy the truth," muttered Lance. Fred looked out the window. "It won't be much further anyways," he said. The car sped down the highway, going too fast for the driver and passengers to notice that something was following them, quickly.

As the Brotherhood sped towards the edge of town, there was something else happening in the middle of the town, in Bayville High. Principal Kelly had held a late night staff and parents meeting. As usual, no one showed up, not even the staff. Kelly sat alone in his office, looking over request forms for more classroom items. Nothing major, desks, chalk, blackboards, and paper. He was nodding off, when he heard a loud crash in the hallways. "What the hell..." he muttered to himself. He walked down the eerily silent halls, towards the origin of the sound. It lead him to the science room. The door had been forced open. The principal cautiously peeked his head into the room. The darkened room made vision nearly impossible. There were a lot of dark shadows and corners for something to hide in. Kelly moved his hand against the wall, searching for the light switch. What he didn't expect, was a sharp pain in his hand. Unseen teeth had clamped onto his hand, and were holding on fiercely. Kelly screamed, yanking his hand back hard, moving into the room so he could better angle himself to his attacker. The force of the pull yanked his hand free, and also switched on the lights. Kelly pulled his hand close examining it. A large portion was bitten off, and blood was flowing freely from it. His thumb had been ripped nearly off. The man looked up, only to see a vision straight from hell. In front of him stood a man. His skin was pale and rotted. His eyes were glazed over and white. Blood flowed freely from his chin. It didn't even dawn on Kelly that it was his own blood. The creature wore clothes that were ragged and torn, but it was distinctly wearing a lab coat. Kelly gasped, backing away from the creature, only to have his back meet a wall. Running wasn't an option, as the creature was blocking the doorway, stumbling towards him, arms out stretched, reaching for him. Kelly moved against the wall, until he bumped into something else, and the next thing he felt were strong hands gripping his shoulders, and then a sharp and painful bite right above the collar bone. Kelly yelled in pain, and tried to force himself free. He barely managed to free himself, but heard the disgusting sound of his own flesh being ripped off. Tears were flowing from the man's eyes, as he backed to the middle of the room. There was another one, this one a woman. She was just as horrible looking, also wearing a torn and dirty lab coat. "What the fuck are you?" screamed Kelly, fear and insanity clear in his voice. He was only answered by moans and a crash behind him. He whirled around, only to find four others. He was surrounded. Kelly looked every way, searching for a possible escape. The creatures were closing in, forming a tight circle of sorts. The desks being a slight obstacle for the monsters, but only a temporary one. Kelly was running out of time and he knew it. "Dear god no, god no," sobbed Kelly, blood flowing from his shoulder. He started feeling weak. He knew it was from the blood lose. His vision blurred, and he fell to the floor. The last thing he saw was the nearest creature bend over him and open its mouth. This was followed by a painful ripping feeling in his neck. After a few seconds, all sight faded to black, and he felt nothing.

Lance had just arrived at the institute. He didn't wait to buzz the gate, explanations would take too long. He merely focused his powers, and knocked the gates right off their hinges, sending them flying. They crashed harmlessly to the sides as Lance sped straight to the front steps. As he parked, members of the X-Men were already running out of the entrance way, fully dressed in battle gear. "You know, I'm getting real sick of you bubs always crashing your way in here when ever you want," growled Wolverine. He was about to take a running charge, when a scent caught his nostrils. Blood. He stopped dead in his tracks, the others standing behind him. Rogue, Scott, Evan, Kurt and Ororo stood there, curious of Wolverine's sudden halt. The next words he muttered surprised them all. "Get the Professor! They've got injuries!" he yelled, rushing to the jeep. With out any words, Lance and Todd helped unload Pietro in Wolverine's arms, Fred once again taking up Tabitha. The group rushed inside the institute. From a safe distance away, clawed hands gripped the sides of the wall, and a shadowy head peered at the activity through yellow reptile like eyes. Luckily, the automated defense system had picked up on it. A laser guided cannon aimed on the creature and fired. A large blast hit the wall. When smoke cleared, there was nothing.

Thirty minutes later, Tabitha and Pietro were both in the medical wing of the institute. Professor X was using his mind powers to not only get an exact account of what happened from the two, but what was affecting them. He turned to the remaining members of the Brotherhood, his face grim. "They have lost a large amount of blood, but they will be ok. What troubles me is the odd activity going on in their brain. It seems, they have been infected with a sort of virus, one that the brain can't seem to figure out how to defend itself from." This news hit the three members of the Brotherhood hard. "There isn't anything you can do?" asked Lance. The professor turned from them, looking over the two other teens. "There is one way. Logan, please come to my side." Logan moved over to the professor, already understanding what was needed of him. Professor Xavier drew two needles, and quickly drew blood from Logan, filling both needles. He then injected the blood into Pietro and Tabitha. "That ain't no good yo! You saw how much they were bleeding. It'll take forever to get enough of Wolverine's blood to help 'em man!" yelled Todd. Professor X shook his head. "That's not what I'm doing. We have blood supplies of our own hooked up to them. What I'm doing is using Logan's blood to hopefully use his healing powers to fight off the virus," explained the old man. He turned to the other teens. "All we can do now is wait. I think its best we all retire to the study. I need ask the rest of you some further questions." The Brotherhood teens nodded and followed the Professor out of the room. All of a sudden Todd doubled over. "Oh shit man.... this fucking hurts.." he moaned, holding his sides. "Toad, what's wrong?" asked Lance, alarmed. Before Todd could answer, he started to vomit. A large amount of slime and vomit flowed from his mouth, making a sick puddle on the floor. Todd, sweating and moaning fell back. "Dude, why the hell did ya do that?" asked Fred, worried and confused. Todd looked up weakly. "I dunno, but I'm glad I did. Ever since I whacked those things in that room, I had this bad taste in my mouth. Every time I swallowed, it tasted awful. It was weird too, cuz the slime on my tongue was all clotted and stuff. It's been bugging my stomach all the way here. Sorry about your floor Prof." The old man wheeled his chair to the puddle, noticing the strange clots of green slime. They were pulsing. "Actually Mr. Tolensky, I should thank you. I believe you have just provided us with our first clue of what we're dealing with."

On the out skirts of town, Jean and Duncan were parked in a secluded area. Both teens were unaware of what was going on around them. Duncan was on top of the red head girl, his tongue buried in her mouth, his hand roaming over her breasts. Jean was moaning, holding the teen boy against her. Her eyes were closed, and she was just riding the feelings going through her body. The last feeling she expected was the feeling of alien hands gripping her leg, then the sudden rush of pain as she felt teeth sink into her flesh. She screamed out in pain, startling Duncan. He turned quickly, to find Principal Kelly leaning into the convertible car, savagely ripping into Jean's leg. "You sick fuck!" yelled the muscular blonde, and he kicked out hard, knocking Kelly's head clear off. The body of the older man instantly slumped, lifeless. Jean pulled her legs back, sitting back in the car, her knees pulled up to her chest. "Why did he do that.." she sobbed, the burning pain unbelievable. Blood was soaking the seat of the car. "Holy shit, sit still Jean," muttered Duncan. He hopped out of the car, moving to the trunk. He opened, searching for a first aid kit. He was too busy searching in the dark trunk, he didn't here the other figures lurching towards him, arms out stretched. It wasn't until Jean screamed, pointing towards the shadows, that Duncan turned, and yelled out himself. He was instantly overwhelmed by horrifying monsters. Their rotten pale flesh, their unseeing white eyes, the blood pouring from their chins, their tattered white coats covered in blood. Their strong hands gripped the teen roughly, their teeth biting and ripping open his neck, arms, and shoulders. "DUNCAN!" screamed Jean. She narrowed her eyes, and started using her powers to lift the monsters of him, sending them flying into trees. No matter how hard the impact, no matter how many limbs they lost, the creatures merely got back up and continued their assault. She tried crawling out of the car, her leg still useless and bleeding. She moved closer to where Duncan was brought down, tossing the bodies left and right. Finally, she moved over Duncan, still throwing the morbid attackers away with her mental powers. It was obviously too late. Duncan's eyes were closed, blood soaked the ground beneath him, and formed a puddle so thick, Jean slipped slightly in it. This caused the young girl to freeze, tears filling her eyes, her stomach churning. Unfortunately, this moment of hesitation gave her attackers the window they needed. The nearest monster fell, and gripped her ankle, clamping its teeth tightly, ripping into it. Jean let out a blood curdling scream, falling down on top of the lifeless Duncan. The rest of the monsters piled on, gripping onto her, biting into her. Her eyes were covered in blood, and all she could see was red, feeling the every bite, hearing every rip. She continued to scream. The screams were so loud, the echoed over the valley. This continued for several minutes, then suddenly, they stopped.

Several hours later, a cop car pulled into the clearing, its headlights illuminating the former Duncan's car. Two cops stepped out of the car. The first one, a short, greasy black haired, over weight individual. The second, a tall, lanky, blonde haired detective. The deputy was dressed in standard blue uniform, the emblem of Bayville Police on his right arm. The detective wore a powder blue shirt, dark brown pants, and shiny black shoes. "This is were that old couple claimed they heard screaming. Shame what happened to them though," muttered the cop, as he walked towards the car. "I'd be careful Sam, you saw what happened to that old couple. Something weird is going on tonight. This is the ninth disturbance called just tonight. Each one there was found a violently mutilated body, or the officers never checked back in," muttered the detective, unbuttoning the holder to his gun, ready to pull it. "Carl, you're way too paranoid. Obviously just two teens getting their jollies," grumbled Sam. The portly man started to circle the car, until he reached the rear. His face became pure white. "C-Carl, you better see this," he stuttered, stepping back. The tall detective quickly rushed to Sam's side, only to find exactly what he feared they'd face. Two young teens, one muscular young teen boy, the other a very pretty red headed girl, both ripped open and mutilated. Blood saturated the ground. It looked like wild animals had ripped them up. "Just like the other's Sam. What ever is going on here, it's not human," muttered Carl. The larger policeman just stood there shaking his head. "Not human? I coulda fucking told you that bud, but this ain't the work of no animal either. Bites are too small, and there aren't any claw marks." Carl also noted this. This case was getting stranger by the minute. Carl knelt down next to the red head girl, examining her. He softly cupped her chin, trying to turn the head, when suddenly her eyes open. Carl quickly stood back up, taking several steps backwards. "Sam, we got a live one," he muttered. Sam stood there, watching the sight with disbelief. He quickly drew his gun. "No way Carl. Her main arteries have been ripped open, and they're not bleeding anymore. What ever she is, alive isn't one of them," he said, aiming his gun on the teen girl. The girl rose right in front of them, in the process shattering what was left of her ankle. This, however, proved to be no obstacle. She stumbled forward, reaching for the cops. Sam quickly squeezed off a round, the bullet hitting her in the shoulder. The force pushed her back, turning her body slightly. Though, it wasn't enough to make her stop. Sam started to sweat, and he quickly fired three more shots, two in her chest, the other shattering her thigh. Each time, the shots pushed her back, but she continued toward them, not feeling the shots. "What the fuck is this bitch?" yelled Carl, grabbing his own fire arm. Sam proceeded to fire into the teen girl, two more shots ripping open her left breast, another striking her elbow so that her left arm simply flew off. Sam continued to squeeze off rounds, until the last thing he wanted happened. The clip emptied. Large amounts of flesh had been blown off the teen girl, her left arm removed, and her right wrist hanging on by little less than a few fibers off flesh. Carl was about to take up the assault on the odd girl, when a sharp pain in the back of his leg surprised him. He looked down, only to find the teen boy violently ripping into his leg with his teeth. "Oh fuck!" yelled the officer, and he pointed his weapon down, and fired. The shot connected with the back of the boys head, ripping it open, sending blood and brain tissue flying. The body instantly slumped, and the officers leg was released from the boy's teeth. "Fuck this Carl, let's get our asses outta here!" yelled Sam, grabbing his partners arm, helping him run towards the cop car. They both quickly jumped in, and took off, leaving the young red head in the dark, stumbling aimlessly, searching for it's next chance to feed. Both officers relaxed a little in their seats. "I dunno what the fuck that shit was, but no way I'm going back out tonight," muttered Sam, driving now at a normal pace. Carl breathed a little hard. Sam turned to him, a little worried. "Hey, you ok man? You look a little pale." Carl was about to answer, but all that came out was vomit, that landed straight on Sam's stomach. The odd thing is, this vomit was burning his skin like acid. "Oh holy fuck," yelled the old police officer, losing control of the car, sending it crashing into a tree. The crash knocked Sam unconscious, but Carl was another story. He had already turned pale, his eyes glazed over. He turned towards Sam, and lunged forward, starting to rip his partner's flesh open, savoring the taste of live flesh. Unknown to the remaining members of the Brotherhood and X-Men, these attacks were happening all through Bayville. The only ones who even had a clue of what was going on were in a lab, deep underground.

"How goes the experiment?" muttered Magneto. He was speaking to Albert Wesker, a former member of elite police force from a mid-west city that no longer existed. He had slick blonde hair, and wore a black shirt and black pants, not to mention black shoes. He was never with out his pitch black shades. "Things are going just as expected. The few zombies that escaped are spreading through the town, infecting hundreds already with the T-Virus. On a more interesting note, one of the mutants from the Institute has fallen prey to the virus, and it has produced a very interesting development," muttered the dark man. "What do you mean?" asked Mystique, her and Magneto moving behind Wesker, who was seated in front of a large computer, filled with hundreds of monitors, all showing the secret cameras set up throughout the town and in police cars. "Well, two dip shit police officers came in contact with the mutant Jean and the other boy she was with. Obviously, somehow, her mental powers effected the virus. Instead of it taking the officer hours to deteriorate and become a zombie, it took minutes. I don't know if it's on going, or if it slowly lessens its potency with each victim, but either way, we might be onto a new break through," grumbled Wesker, switching the camera to the wrecked cop car. The body of Sam was ripped to pieces, already infected, but wasn't moving. Mystique huffed and moved away. "Once per victim. How useless." Suddenly, a door opened and figure walked in. "Not entirely. If we can obtain the woman and the zombies who have become infected with the quicker virus, we may find not only a way to strengthen it, but improve it." Magneto turned and grinned. "Ah, Dr. Spencer. I was wondering how long it would take Umbrella to send you here." The young Zachary Spencer stood in the doorway to the room. He was tall, with neatly cut blonde hair. He wore thick glasses, with slight fuzz on his chin. "Well, as we all know, my father and Mr. Ashford were the one's behind the development of the mother virus. Unfortunately, both have passed away. Leaving me the only one with sole knowledge of the virus. Naturally, upon hearing that there might be further developments in the T-virus's potential, they sent me and their most competent, but expendable, scientists here as soon as possible." The young man quickly moved next to Wesker, looking on the read outs and the video feed. "Wonderful, wonderful. By morning we'll have enough specimens to start testing. Though, a few more mutants would be nice to have. I'd love to experiment on their potential, especially a certain few," mumbled Zachary, and he quickly brought up four profiles. They were of Todd Tolensky, Fred Dukes, Scott Summers, and Jamie Madrox. Magneto walked up behind the scientist. "Why these certain four?" The evil scientist grinned, pulling up each of the four mutants stats. "Naturally, their certain gifts would be very useful. Tolensky's agility and projectile slime would not only make him a very useful way of spreading the virus and a great biological weapon, but the slight amount of amphibian DNA would no doubt bring out the results we've already seen, namely Hunters. By far our mostly lethal creations, second only to Tyrants. Speaking of which, I believe Mr. Dukes would be a perfect example for next Tyrant. His impervious skin would make him unstoppable. Mr. Summer's unique optic blasts would improve on our long distance bio-weapons, of which we have little of. The bandersnatches were a start, but no where's close to good enough. Finally, Mr. Madrox's ability to replicate himself would undoubtedly be very useful. The only trouble would be to get a team inside, or failing a team, some zombie's or hunters. That mansion is well guarded. True, by morning we'll have numbers on our side, but I really don't think the X-Men will sit still, and wait to be ripped open." Magneto chuckled and Mystique transformed into Risty. "Don't worry. We'll have someone on the inside," she said. Zachary merely scowled. "It's a big mansion. You won't have clearance for some areas, and if you're found poking around, suspicion will be clearly on you." Risty grinned and nodded to Wesker, who brought up a fifth and sixth profile. "These two are our inside contacts. Both are well trusted, and currently on our payroll. They'll be very helpful," explained Risty. Wesker grinned and got out of seat. He grabbed a Colt Python off the wall, putting it in his gun holster. "While Mystique takes care of the X-Men, I've gotten word that somehow, the remaining member's of S.T.A.R.S. have entered the city limits. No doubt, they'll be joined soon by the few remaining members of the U.B.C.S. to put a stop to all of this. I'll enjoy hunting down Chris and his sister Claire. Jill and Barry will follow. The rest, I'll let the new surprises we have take care of them." Wesker quickly exited the lab. Magneto nodded to Risty, and she also left. Then, the powerful mutant sat down at the main controls. He quickly brought up a menu, showing the status of four containment capsules. "What do you plan on doing?" asked Zachary, recognizing the names. "It's time we made our big push, so I'm going to up or forces," commented Magneto. The four capsules were labeled: Hunter, Licker, Drain Deimos, and Bandersnatch. All four read stable, until Magneto hit enter. Suddenly they all turned red, and a message saying that the capsules were open and the contents were loose. Magneto quickly locked all doors, giving the four monsters clear access to the outside. As Magneto watched their progress on the screen, he noticed that three scientists had been trapped in the halls. He and Zachary watched the three terrified men become ripped to bloody pieces by the creature's sharp claws and teeth, then saw the four monster's break through the small wall in the back of the room, escaping into the night.

Magneto sat back, pressing one last button. It lowered a steel wall over the broken wall, then unlocked all the doors, once again opening the hallways up. He got up and pulled out a keycard, sliding it through the slot of a door in the far wall. "Now Dr. Spencer, I'd like you to see a project of my own. It's naturally codenamed Sabertooth, due to the name of our subject." Dr. Spencer's eyes glimmered with nothing sort of child like joy of the prospect of being handed a new toy. "Ah yes. Let's see this," exclaimed the man, and both men disappeared into the doorway, the metal door slamming shut behind them.

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There you go guys. I hope you like it. I do have one little request. If anyone knows, can they give me the full names of the new mutants? Thanks

Thegamingteendream_16 turns, to find Todd laying on the couch, a wash clothe on his forehead.

Todd: Thanks for the whole stomach trouble man.....

Thegamingteendream_16: Hey, I could of killed you off like Jean.

Todd: No you couldn't that would be too nice. Instead you torture me and put a bounty on my head!

Thegamingteendream_16:*shrugs* What can I say, I have a sick and twisted sense of humor.