Many tranquilizer guns began firing as at least a dozen mutants were taken down in one round. Wanda had the most affective powers as she was blowing up many guns and bringing vehicles to life. With the have of her hand a large computer inside a van exploded, taking a handful of people with it. Toad and Quicksilver, working together became the decoys because no one could hit them, especially Quicksilver.

"Ha, ha! You can't catch me!" He taunted as he began running circles around a group of them, literally. They kept on shooting at empty air. Even though he was making fun out of this he did know the seriousness of the situation since Wolverine was taken out, like his father did.

Magneto and Polaris formed an unspoken alliance as they combined their powers for an attack, throwing metal everywhere. Every now and then a magnetic bolt was shot from her hand at a group of people. As mutants they may have had a head start altogether but their opposition was relentless and the sides began tipping in their favor.

The next one taken down was Cyclops because all he had been doing was holding the unconscious Jean in his arms trying to wake her up. He was an easy target and both he and Jean now lay unconscious on the ground. Rogue saw them get Scott and ran to protect him from the agents that rushed towards him to collect him and Jean.

"No ya don'!!" She yelled as she stood between them and her unconscious teammates.

"Dispose of her." One of the agents in charge mumbled.

Thinking quickly, Rogue got rid of her gloves and reached down and touched both Scott and Jean's faces. It wasn't for a long period of time but enough to have some powers. These agents were yet to learn what Rogue's power was; they only knew everyone else's.

"If you can' use 'em then someone should." She could tell that by the looks they gave each other that they were wondering what she was doing. "Yall wanna know what mah power is? Mah power IS their power!!" At that her eyes began to glow red and she fired a force beam, knocking a couple of them on their behinds while the others she threw away with telekinesis. She wiped her hands against each other as if she got rid of them with ease, which she did. She glanced at Cyclops. "That one was fer you." She whispered.

Sunspot had worked his way into a very tight situation. He was surrounded and the sun was smothered by many storm clouds.

"I'm doomed." He told himself looking aloud. Without sun for this long of a time was NOT good for him.

"Need a hand?" A voice said from above, "Perhaps I should shed some light on this situation." It was Storm and as she said that the clouds parted as quickly as they had gathered earlier.

"That's what I'm talkin' about!" He yelled as he became his solar form with super strength. He snatched a couple guns and bent them all into circular shapes. He took two guys by the collar and threw them into two other guys. "Ahh that was easy." He said taking a deep relaxing breath. That was all he got to say though because he collapsed to the ground with a dart sticking out of his neck.

"Bobby! They got Sunspot!" Jubilee shouted as she was letting out a stream of fireworks at these guys' weapons. He was letting out a nonstop stream of ice that was freezing person after person.

"We can't let them take him!" Iceman shouted back in reply. He then stuck out his left hand that was free and froze the ground all around Roberto so no one could really get within fifteen feet of him unless they wanted to fall and brake their neck or ankle. He returned his attention to the fight he Jubilee, Nightcrawler and Shadowcat were in. All of their concentration broke when they heard what sounded like glass shattering. They looked over and saw Plethora shooting a beam that broke the ice easily and created a pathway for her. Storm then flew in and took on the agent, to protect the unconscious Sunspot. She called upon a gale of wind, rain, and lightning. She flew high in the sky above the fight.

"No one challenges ME!" Shouted Plethora as she shot five beams, on from each finger, and the force of them knocked Storm out of the sky. It was not that specifically that knocked her unconscious but the impact with the ground that did the job. Everyone else saw this and still began losing hope; another of theirs was down.

"Rogue!! You've got to do it!" It was Lifeguard yelling at her. Rogue looked distant. "Come one, we NEED it!!" reluctantly, she strode forward and touched Storm's face, a surge of energy was transferred at a simple tap. She then created an empathy shell around her, Storm and Sunspot as a shield. Then she raised a lightning storm and began shocking only Plethora, who sustained every blast.

"Ah don' know Heather. Ah already have Jean an' Cyclops' power. Do Ah really need Storm's?" She wasn't very sure about taking all these power as she remembered the time she went berserk with everyone inside of her fighting for control.

"Hey!" Toad chimed in, "We need you!! You're our only weapon!" Rogue looked at him curiously as to why he was involved in the conversation. "Hey, I care whether I live or not! An' with that power you could defend us all."

"It don' work lahke that Toad!" She snapped at him.

"Yeah it do, I seen it. So don't lie."

Toad hopped over to Wanda who was destroying guns with her powers. He hopped over so he landed right next to her, grabbed her around the waist and took one hop to land on the top of a street light. Wanda was about to yell at him but noticed a horde of darts stream over the spot she had just been standing. Her bewildered face looked as if she was about to say thank you.

"How's about a thank you kiss?" Toad asked, closing his eyes and puckering up.

"Ugh! Go away Toad." She said in annoyance and disgust as she gave him a shove. He tumbled to the ground and Blob caught him by the scruff of his neck.

"You're lucky I was there Toad!" He said, dropping him to the ground. Suddenly, Blob just keeled over in pain.

"You weren't so lucky." Plethora said, standing over him. Toad's eyes bulged and he let out a little scream as he leapt away. He hopped right into Rogue's empathy shell, making her lose concentration. With the shield down, men began opening fire. Rogue tried to put the shield back up, but Jean's powers within her began to fade and she could no longer access them.

"Oh no." She mumbled to herself, wide-eyed as she stared at the darts heading for her. She closed her eyes, bracing for impact… but it never came. She opened her eyes and saw she was at least fifty feet above the battle. Someone was carrying her by her waist. She looked up to see a girl, maybe older than her, with dark hair and semi-dark skin.

"I saw you in a tight spot, and thought maybe you needed a lift." She said. It was obvious she was strong by the way she carried her with ease. Rogue just stared at her. The girl noticed, and replied, "Oh, I'm sorry Rogue. You can just call me 'M'." Not wanting to be rude, Rogue diverted her gaze.

Although Plethora had knocked Blob for a loop he wasn't down yet. He was the biggest and baddest of the lot of them and tougher than she had come to think. He was the only one not accompanied by another mutant and all he was using was raw power.

"Come on, bring it ON!!" shouted Iceman as he dodged tranquilizers and kept on icing the ground beneath the feet of their shooters. "You can't touch any of us!"

"Uhhhhhh…… Iceman!" Jubilee said as she pointed to the guards who were collecting the unconscious bodies of Storm, Wolverine, Sunspot, Jean and Cyclops. Iceman's smirk was wiped off as he ducked to dodge a dart he saw out of the corner of his eyes. They both continued to stare at their friends being dragged away. Suddenly in a gust of wind they were both grabbed by the collar of their shirts and found themselves at least one hundred feet away in less than a second.

"What would you do without me?" Came Quicksilver's smug voice. "The both of you were about to join your 'teammates'." He nodded his head in the direction of the van now containing a fraction of the X-men.

"I don't see what you are so smug about!" Jubilee declared with intense dislike.

"heLLO! None of my teammates have gone down. Ya wanna know why? We're just too good!" He said all that with amazing speed. As he spoke, a huge explosion went down. All three looked up and saw someone's very LARGE form lying still on the ground.

"Ya know?" Started Bobby, "If I didn't know any better, I'd say you spoke too soon!" He said sarcastically. Quicksilver's face fell at this. He sped off mumbling something about how the X-men had lost more of their teammates.

"Well then that's not good for you either!! Seeing as a number of us has saved your sorry butts!!" Jubilee shouted after him.

Meanwhile, Magneto was trying to make the van crumble that now contained five X-men and one of his own. Unfortunately, they had anticipated Magneto would try this and the van had no metal in it whatsoever. Magneto glanced over at Charles who was fighting the troops with solely his mind. The White Queen and Betsy stood behind him for backup. Betsy had her psychic knife and Emma was diamond hard and translucent. They were his physical defense even though both had remarkable psychic abilities as well. In her diamond hard form, the White Queen is near impenetrable and could easily defend Xavier while he did a number on the attacking agents in order to hold them back.

"Astonishing powers this Xavier has." She thought to herself. "With so much power why doesn't he just force others to follow the order of a perfect world, Magneto's world. A world where mutants are not persecuted for what they are. You would think that, being the greatest mind on the planet and all, he could have what is desired when it is desired. Such a waist of so much power, I can see why Magneto opposes him."

As the White Queen thought this, her gaze wandered over to another fight. One being fought by Colossus, Gambit and now Pyro, since Wolverine was taken out. It was pretty evened out with Gambit causing multiple explosions, Colossus fighting all of them by hand and Pyro frightening them off with rings of fire.

"Take that ya baddies!!" Pyro shouted as a tornado of fire transformed into a huge bird that hovered over the dozen agents. They were trapped and the heat was rising fast. Colossus could take the heat and fend them off through the fire but Gambit's cards could not get through with out burning up.

"Dat made Remy's attack wort'less you fiyah (fire) freak." Gambit said, annoyed as he put away his deck and leapt backwards a ways. He just stood there leaning against a nearby building, watching the fight. Apparently it was decided that the fight was already won for their side. "Dey don' nee' any help." Remy thought, taking a glance at all the different fights going on at once. He caught sight of Rogue in battle and couldn't help getting lost in his thoughts as he watched her attack with Storm and Cyclops' powers; the optic beam was slowly fading. Although he was watching her fight, that was the last thing he was thinking about in terms of Rogue.

What sounded like a cannon going off brought his attention back to Colossus and Pyro's fight. The fiery bird was no more and two golden force beams that were very dense held Colossus and Pyro pinned to the wall, helpless. The wielder of those beams was none other than Plethora and each one was a combination of five beams. Pyro's flame-thrower was mangled and lying about thirty yards away and Colossus had reverted back to his human form.

"You thought you could win, didn't you? Well that is where your judgement went sour!" She laid on more force in her beams causing the two to go through the wall and fall to the ground unconscious. "What are you waiting for?!?" She snapped at the many agents who had been fighting against the two mutants. "Contain them!!" Gambit looked back and forth from his two teammates to Rogue who was struggling in battle. Then he quickly made up his mind.

Rogue was barely dodging attacks and even her weather control powers were now fading. She wouldn't be able to hold out much longer. Just then, she collapsed from lack of energy, leaving her open to attack. Out of nowhere a Cajun came to her rescue and blew their weapons away, literally.

"Remy tought dat chere needed a lil' help, no?" He asked holding out his hand to help her up. A bewildered look crossed her face. She shook her head out of her trance and refused his hand as she helped herself up.

"An' just what do ya think yuh're doin'?" She dusted herself off and was about to yell something at him but he spoke first.

"No time fo' dat chere. Yo need t' go an' give yo' magic touch t' my mates Colosso an' Pyro ovah dere." He said that with a certain earnestness in his expression.

"Yuh can' be serious!!" She said, expecting him to say it's a joke at any minute. "Ah--Ah've already got enough power, Ah don' need tuh add more!!" A mixture of panic and anger was in her voice and on her face.

"Remy be serious when he needs t' an' dis is one o' dem times." Without warning he almost dragged her over to where they were collecting Pyro and Colossus' remains. "Now, chere!!!" He yelled as he sprung into action and began fighting off several people with his combat skills.

After a few moments, Gambit looked up and saw that she had not budged an inch from her spot and was just watching him fight and watching others take away his fallen comrades. Something in her head had to be screwy the way she stared into space, but no time to think about anything otherwise their hides would belong to that mercenary of a mutant and she'd do God knows what with the lot of them.

"ROGUE!!!" He yelled, snapping her out of it. She began moving but only reluctantly. "Dat a girl." He thought to himself as he saw her close in on those who were carrying the unconscious bodies.

"Watch it, one of the anomalies is approaching." Said one of the guards.

"Aww, come on. Ya gotta give a girl a little credit." She said as she began firing lightning from the sky. "Admit it, Ah'm much more than some 'anomaly'." She didn't actually hit them hard but it terrified them enough to distract them. "That gives me just enough time." She thought as she reached, still reluctant, and touched both mutants' faces. It was just a tiny tap like it had been with the others because the memories of herself losing control still haunted her. It was bad enough that she couldn't touch anyone, she couldn't, she wouldn't allow herself to be overrun. Therefore she was NOT going to hold on for very long. Even so, she could still feel quite strong imprints from Storm, Cyclops and Jean even though it was a tap for just a second. "Those are th' last ones." She told herself softly aloud. "No more powers." Then she coated herself in organic metal and became a good six inches taller because of it. "Good thing pyromaniac left me somethin' tuh work with." She whispered as she turned a couple small flames on the ground into large fireballs in the palm of each hand."

Most of the New Recruits including Lifeguard, Multiple, Siryn, Cannonball, and Sunfire were back-to-back facing over a dozen agents trying to take them down. Of course the sides were evened out seeing as Multiple made up the difference between the sides. There were probably ten Jamies at the least attacking, throwing themselves at their attackers and making it hard for them to aim even once.

"Lifeguard! Cover me." Sunfire shouted as she shielded him with herself which was covered in golden metal skin. With good protection he could now focus on attack as he fired orbs of heat and light to disable their weapons.

"I'll take care of that van!" Cannonball shouted as he began running towards it and became air born at an amazing speed. He didn't just hit it; he went straight through it.

"Good job! That had to get rid of a good amount of their gizmos." Siryn said. So far she had refrained from using her power because if she did it possibly hurt her team more than theirs. For the time being all she did was fly around and put the different Multiples in position. "Just great. The only thing I'm good for is a bus. Next stop, 'the sky'!" She yelled sarcastically. Siryn enjoyed when she could let loose and just scream but now was not the time.

Sunfire continued firing fireballs, which kept their opposition busy. Then, as he tired and his fireballs became smaller each time, one became huge, like a flame the size of a bus. Its heat licked the skin of the enemy as they retreated to another group of their own. The Recruits were wide-eyed, wondering what just happened. When the flame faded to a the size of a golf ball and floated over to hover over the user's palm it revealed that the answer to their question was… Rogue. She looked quite impressive with her eye sockets glowing white, her skin as metal, and holding fire in both hands.

"Rogue?!?" Lifeguard asked in amazement. "Wha--"

"It's nothin' Ah'm proud of so Ah don' wanna talk to yuh about it." That moment they exchanged comments was all that was needed. There was a sound that was like a mixture of the sound Scott's beam makes and the sound Logan's claws make when he releases them. Somewhere beyond her peripheral vision came seven thick golden beams. Each knocked into Sunfire, Cannonball, four of the Multiples and Lifeguard. All of them except for Lifeguard lay unconscious on the ground, for she had armor in her very skin and it had adapted to become tougher when anticipating the attack in a matter of seconds. Multiple called all but one of the conscious Jamies back into himself. Siryn rushed to Cannonball's aid but there was nothing she could do.

"Sam, SAM!! Come on, get up. You're skull's as hard as a rock, you can't just give up like that!" She knelt by his side and shook him, trying to wake him up. "I won't let them take you!" She declared as she rose into the sky and took a deep breath.

"Theresa!" Both Jamies shouted. "Don't do it!" He became frantic because she showed no signs of stopping at what he said. "We got to find another way!! She's immune to you, remember?!?" Siryn still held her breath but hadn't released it yet as she pondered what Multiple was telling her. He may be the youngest but she out of all the mutants in Xavier Institute was the most considerate of him, him and his actions, thoughts and opinions. She released her breath with nothing more than an exhale. Multiple could breathe now soundly.

"Okay, so you got a plan?" She asked him, landing on the ground.

"Uhhhh…"

"Just great, and what are we supposed to do then?!?"

"Anything but scream." That was all he could come up with.

"How about fight for our lives?" Lifeguard suggested as she sprouted wings and took to the air. Siryn and Multiple didn't have to get to a fight; the fight came to them.

Rogue stood by the two unconscious Recruits and defended them. She turned sparks into flames for an offensive move and struck them with small static bolts. Storm's residual energy within her became very faint and it was now difficult to access any of her power. Many agents took a swing at her but even though she was metal it was a difficult fight for her. So she reached down thinking "I'll just give ol' Sammy a little tap an'--" but right before she made contact Cannonball woke with a start. He sat up right into her bare hand and she absorbed more of him than she meant to. Her heart was beating faster, seeing how he startled her and would have been conscious again had she not planned on touching him.

"That is mah last one. No more powers." She told herself sternly.

Rogue's gaze was drawn to a fight that Boom Boom was having. She was probably facing the most agents and she was by herself. The ground was littered with the remains of dozens and dozens of guns. Every time someone brought a weapon she blew it up. They were all dancing about, dodging one of her little bombs every second like they were stepping on hot coals.

"WaHOOO!" She shouted, throwing another handful of time bombs onto the ground. "Yeah! Bada bing bada BOOM!!!" Several of them were now falling back for their own health. "Aww what's the matter? No one wants to play with me any more?!?" She shouted at their retreating backs. "Ha ha!" She diminished the remaining time bombs in her hands. "OW!!"

"I'll play with you!" Plethora taunted as one of her fists glowed gold. Boom Boom's brow furrowed as she threw a big time bomb at her. When it exploded it had no effect. "I'm covered by a shield! You think those can hurt me?"

"You'll be sorry you've ever messed with us!"

"The only thing I'll be sorry about is if I don't collect your little mutant hides. I may not be psychic or anything but I can see the fear in your eyes! I bet you're thinking 'She got Wolverine in seconds, so I'm doomed'. And, if you weren't thinking that already I bet you're thinking it now." Tabitha's face was emotionless, she couldn't think of any retort. "Well, you know what? You'd be right!" She let loose a blast that threw Boom Boom against a building, knocking her out. "Collect her!" She shouted as she moved on to some mutants who had only been innocent bystanders until they entered the fight. Now they were targets. "Enough games!!" She shouted over a communicator. "It is time we ended this fight! Collect the lot of them and load them into vans. No excuses!!"

A wave of agents ran like a stampede at the mutants who all tried to shield themselves, most were successful, others weren't so lucky. Magneto had joined Xavier on the ground and held off anything metal as he worked on their minds. Emma saw how Magneto almost loyally stood by the Professor and was mildly astonished. "Well," she thought. "If two enemies can work together with such ease then I can at the very least try a little harder." The White Queen grabbed Betsy's hand and without a word they combined their mental powers as they fought off others with their physical abilities (it was almost as if they could read each other's minds, hmmm…). The White Queen was defense while Betsy was offense and were near unbeatable with such amazing power.

"You know? 'Betsy' is it? This is almost boring the way they don't put up much of a fight. With both our powers no one will come near us, or can for that that matter." Emma said with a crystal smile. In what seemed like a blur it happened so fast, that Betsy wasn't even sure what happened until after it happened.

"Is that 'exciting' enough for you your 'queenlyness'?" Asked a voice that belonged to Plethora. Emma lay unconscious on the ground with what seemed much more than a mild concussion. "I didn't need to get near you to take you down." She said snidely as she gave her a kick and then looked up at where Betsy was standing… or where Betsy HAD been standing, for she was gone. Angrily she looked over at Magneto and Xavier teaming up and stopping the troops. "ARGH! If you want something down right you've got to do it yourself!"

"Iceman! A little help?!?" Jubilee shouted as she was surrounded by a horde of agents. In a second they were nothing but ice sculptures.

"No prob!" He said, cheerfully from his ice slide he had been moving around on. "Need a lift?" He asked holding out an icy hand to help her up.

"Oh… why not?" She took his hand and he pulled her onto his ice slide.

"Hold on tight! Time to move!!" They began sliding every which way, back and forth across the battlefield. Every now and then either or both of them would send out a blast to help others who were in a tight squeeze. After a short while they stopped on the opposite end from where they started.

"Whew! That was some ride!" Jubilee said through some out of breath laughter.

"Well you know it always is the greatest honor to ride with the Iceman!" he told her.

"Don't flatter yourself Bobby." She said, wiping away some tears from laughing so much.

"Aww Come on! I've got everybody's backs!!" He said puffing out his chest in some sort of 'manly' way. When he returned his gaze to Jubilee it looked like her face was about to fall off from terror. "Jubilee?" He dropped his macho act and his brow furrowed.

"Bobby… look." She pointed with a shaky finger somewhere behind him. He turned his head to see the intense struggle of Magneto and the Professor against Plethora and let me tell you the two of them were not the ones winning here. Possibly the two most powerful mutants on earth and they were beginning to bend to her will. Her force beams were no longer of physical strength but more or less heat rays. The beams radiated an intense temperature from a distance, so being directly hit by it could be fatal depending on where you're hit. The energy bore into Magneto's chest and into Charles' head. It was like everyone around them could feel their pain.

"Professor!!" Iceman shouted and shot an ice beam from that distance but once it got close enough it melted into water before it was within twenty feet of them. Rogue tried next by using pyrokinesis but what Plethora was projecting was heat not fire.

'Time for you to come with us!!" shouted Plethora as she let out one more pulse of heat that knocked Professor Xavier unconscious.

"Charles…" Magneto said in agony as he held his melted stomach in pain. "We will keep fighting for you… my friend. I know it is to end one day but not today and not like this. For we will prevail!!"

"Rogue! Xavier is down!" Gambit yelled across the battle to her.

"What?!?" She exclaimed as she delivered a punch and looked around. "Oh may Gawd!" She was stunned from fear as she saw him there unconscious. "We're doomed."

"Don' tawk like dat chere! You go an' give 'im a tap."

"Are yuh nuts! Ah got enough power tuh deal with."

"Gambit-- is right." Came a raspy voice. Rogue looked around and saw it was Magneto, lying on the ground, not too far away. He was beat pretty bad by the looks of it. "You have control Rogue. You must absorb his powers; they are our best chance of surviving this."

"Ah--Ah don' know."

"DO IT!" He yelled with urgency.

Trembling, Rogue went over and reached out her hand, Not only was she afraid because they had brought the Professor down but she was afraid what having his power and memories would do to her. She held her breath and got it over with. She retracted the organic metal off her fingers and touched him. A rush of thoughts and events entered her mind. It was like her brain had been suffocating until now, when it got a fresh breath of air. Only for a moment, though, for the next moment it was too much. So much power and no way to control or dispose it. She held her head in agony.

"FOCUS!" Magneto began to instruct her. "You can feel the difference between mutants and humans' minds. Force your pain upon the humans! Dump it on them as if they're garbage cans for mental anguish!"

Rogue wasn't sure what the heck he was talking about, but she so wanted to give someone else this pain. She closed her eyes and began trying.

"I said focus!!" He yelled again, seeing nothing had happened.

"Ah'm tryin'!!! It's too hard!"

"They don't care if it's too hard, she doesn't care because they'll just rip you to pieces all because it's 'too hard'!!" Rogue's anger rose with every word he spoke. She could feel her blood begin to boil.

"EerrrrrrrrrRAAHHHHHH!!!" She screams as she forced the telepathy into submission and wielded it against every agent she could see. Rogue was breathing hard and labored.

"You see? Now you have power. With great power comes pain, with pain comes anger, and with anger comes control. You, Rogue, are now in control." Rogue nodded faintly, not really hearing the words he was saying. Even though she did not form the feeling into comprehensible thoughts she had some sort of dread and regret deep in her chest. She dismissed it though, for she had no time to think about it. She may have the Professor's powers but she knew she lacked his entire knowledge to use it. Even with his memories she still wasn't sure which ones would be useful. 'We're still doomed.' She thought to herself. Gambit motioned her to follow him into battle to help those who remained.

Magneto used all his strength and mustered to stand up. By this time Charles had been loaded into a van with other mutants. He was still confident that although it was a bumpy ride, some things had gone well for them.

Everyone looked on in fear since the greatest mind on the planet had just been brought down. Shadowcat and Nightcrawler looked on from their fight. Nightcrawler was handing from a traffic light by his tail and Shadowcat was half phased through a wall.

"What're we supposed to do now Kurt?!?" Kitty asked, beginning to lose it.

"Ther--there's no reason for losing hope Keety." Kurt said, stuttering.

"You're not even sure about what you're saying!" She said, tears brimming her eyes. "Without the Professor… it's hopeless." She said quietly as she became fascinated with the ground.

"WHAT?!? So, you're going to give up?!? Just like that??" Came a shrill voice that was uneven from emotion. Nightcrawler and Shadowcat looked up to see Betsy standing there with a psychic knife on one fist and watery eyes. "That isn't what we were taught to do. We were trained to be fighters to the end; we can't just curl up into a ball and die! Wolverine wouldn't stand for that and matter of fact neither would the Professor. He protected us when we needed him and it's about time we returned the favor." The both of them stared at Betsy. "Come ON! Kurt, get in there. Kitty! Help them out. This fight ain't over and we won't take this lying down." Kitty and Kurt looked at each other and then ran towards a fight being fought by Polaris, Lifeguard, and Multiple.

"Need a hand?" Nightcrawler asked as he teleported Multiple and Polaris to the opposite side of the battle, allowing Polaris to launch a magnetic bolt, disrupting all their weapons.

"Thanks, I thought I was done for." She said, shooting him a smile. "I can't be out of the action cause I'm the only one left that is capable of using magnetism for defensive and offensive means."

"But what about--"

"Magneto? Look at him! Do you think that guy is in any shape to battle?" She interrupted Nightcrawler. "He's practically got a hole right through his chest!" Polaris then returned her attention to the battle and altered the gravity field around their attackers so they couldn't advance.

With every hit he took, Multiple multiplied even more. There were about two dozen of him and counting. He was definitely getting in everyone's way, which was a good thing. With him distracting them they couldn't aim. Lifeguard was watching him closely to make sure he didn't slip up. She was in her most common rescuing form; she was covered in golden metal and had wings out of her back. Seeing how she had been shot a couple times in her skin form she had also developed a minor healing factor that kept her going.

Nightcrawler had now begun porting all over the place, distracting the multitudes of troops. Now he was also porting his friends out of danger. Lifeguard was the only one who didn't need a hand. She was like an angel from heaven the way she was glowing in her golden armor.

"Shadowcat! You take that side!" Lifeguard yelled, pointing to the right. Nightcrawler took the liberty of attacking from above. When they launched the attack a huge blast was hear. All three stopped in their tracks. It was still unknown the location of the blast.

Suddenly, they saw Betsy come tumbling through the air with her psychic knife still glowing on her right fist. Lifeguard flew up and caught her. Betsy's right hand hit Lifeguard from the force of the impact and the psionic energy pierced her head. Heather returned to normal, without wings or golden armor. Both fell through the air. Kurt tried to catch Betsy but instead was hit by the falling Lifeguard. Plethora approached the scene and saw Nightcrawler and Lifeguard were still barely conscious.

"This ought to do it." She said, hitting both with a powerful force beam.

"Noooo!!!" Kitty shouted, diving to Kurt's side. "Why are you doing this?" She asked through sobs.

"Payment." Was the only answer; she lifted a finger and pointed it at her. "Now it's your turn." She charged herself up in order to expel the beam but once it was released, Kitty was gone in a gust of wind. "Wha…?!?"

"Did you see what you almost DID?!?" Quicksilver yelled at Shadowcat who was still teary eyed. "She almost took your head off with that!!"

"She got Heather and Kurt." Kitty wailed.

"Well don't let them get at you! We're running out of people if you didn't notice!" Kitty nodded in agreement with Pietro.

In a matter of minutes the fights had combined into one. The only remaining mutants practically had their backs against the wall. Polaris was working with what little metal she could find, for Magneto was too badly injured to be able to focus enough of his power. Avalanche was rocking the place but he wouldn't be able to last much loner, His headache was getting over powering, breaking any concentration he could have. Scarlet Witch was still throwing hex bolts and was being quite affective. Rogue was the only one left able to take the hits since she was metal. She was also using mind attacks but she was very worn and they weren't very affective. Toad and Quicksilver were kind of trapped with no way to help out.

"Remy beginin' to feel like dis is déjà vu, no?" A couple of the others shot him 'not now' sort of looks. In a way, though, he was right. Once again the fight had became a single battle and their own were back to back. Only this time the numbers had dwindled. Everyone was exhausted and appeared as if they would begin dropping like flies.

"Not so tough now, are ya?!?" Came the booming voice of Plethora. "Don't worry it'll all be over soon enough. No more struggle cause we'll have won." The over confidence in her voice was sickening. She was obviously taking her time because there was no threat and she wanted the pain to last.

"Come ON guys!! Get up, fight, don't give up!!" Betsy yelled, motivating them verbally and physically by practically shoving them back into the fight. No one really responded though as they all looked like they wanted to lay down and give up. Everyone was overwhelmed by the extremes of the situation and was afraid they'd only make it worse for themselves. "We CAN'T give up!! You're going to make all that fighting from the others count for nothing?!? Everyone who is captured right now went down fighting without throwing in the towel. The least we can do is the very same, for them!!"

Larger weapons were now being used to try and take them all down in one blast. So far Polaris had redirected some of these but she wouldn't be able to keep it up for long. Scarlet Witch was still going strong and Toad and Quicksilver were dodging everything, not fighting. Suddenly something that appeared to be a missile the size of an A-bomb was launched right at them. A moment before collision, someone flew in and carried off so it was angled towards the sky.

"M! I thought you were down already!" Betsy said sounding a bit relieved that it wasn't over yet.

"Not a chance! I got super strength on my side and I'm not about to let it go to waste!" She continued flying around as a distraction.

"Try this one on for size." Siryn mumbled to herself under her breath. Flying into the sky she let rip a loud scream rather than one in super high pitch. Their attackers covered their ears to shield themselves from the sound. Plethora was unaffected. She had a small smirk as she watched the desperation in her targets.

"Perfect." She thought to herself as she powered up a blast on each fist. One went sailing towards the Scarlet Witch who was trying to cover her ears and blast at the same time and the other towards the screaming Siryn. Multiple saw this and took a huge leap. It caught him square in the chest as he went flying backwards into a dismembered vehicle. Siryn stopped her actions. At the same time Wanda noticed too late that the beam was there and it hit her in the side of the head.

"WANDA!!" Toad screamed, while Pietro was practically thinking the same thing. She was his sister after all.

"JAMIE!!" Siryn yelled simultaneously with what Toad yelled. She was about to fly to his side but his remains were collected too quickly and she missed her chance of saving him. "It's just hopeless that's what it is!" Siryn pouted as she flew into a sitting position on the ground and wrapped her arms around her knees.

"What have I been telling you?!?" Betsy exclaimed. "It's anything but hopeless. It'll only be that if you allow it to be!!"

"Drop it, okay? Lets jus' face it, we're overwhelmed. There ain't nothin' we can do rahght now tuh fight." Rogue said as if it were a statement instead of an opinion.

"We CAN'T---"

"We have tuh!! What else is thare Betsy? Are yuh gonna fahght them off all by yurself?" All those left had gathered tightly together to hear this conversation, including the newly introduced M and Polaris. Jubilee was on the ground with Siryn practically moping; both were lost without hope.

"Quit sulking!!" Betsy shouted at them. "You can sulk when there's reason to!"

"Half our friends AND teammates just got captured okay? I'd call THAT a reason!" Jubilee snapped. A racket could be heard nearby. They all directed their attentions to the remainder of the Brotherhood, Toad, Avalanche and Quicksilver fighting to get Wanda back. So far it was pretty even cause she wasn't gone yet.

"You let her GO you $#&@#!!!" Yelled Toad to all the agents as he kept on spitting goop in their faces. Quicksilver was speeding circles around them and Avalanche rocked the ground beneath their feet.

Rogue was the most intrigued by this display, shot Betsy a truly evil look and began walking over to their little 'dilemma'. She stopped short and just watched for no apparent reason. Then all three Brotherhood boys were thrown backwards by some blast.

"Get over it! She's mine now!!" Plethora shouted sternly. Rogue still stood there, watching.

'Do it again!' Were thoughts that Rogue heard in her mind, only she wasn't sure if they were her own. In fact she was quite sure they weren't. She whipped around and looked at Magneto who was staring unblinkingly at her. 'We need Wanda's powers. You know it, I know it, even she knows it.' Once again, Rogue was unsure. This was an incredible burden placed on her shoulders.

"Rogue!" It was Wanda calling her, and to acknowledge she heard her Rogue made eye contact. "You've got to use my powers! I know I won't make it out but you can make some use of them."

"Ah don' wan'tuh." Rogue said, taking off a glove.

"But you have to! My power is useful and I'm not about to let all of us get captured so neither should you!"

"Don't do it baby cakes!!" Toad's shouted as Rogue closed in. Toad advanced towards them just as Rogue reached out her fingers. Wanda was beginning to lose consciousness so she touched her cheek. "NOOO! How could you--"

"Relax Toad!" She used the Scarlet Witch's powers to keep him from getting closer.

"That ain't being fair!" Siryn shouted. "Toad was in the same situation as me but you forced him to not help! That's just plain cruel."

"Siryn! Get some back bone!" Betsy yelled.

"What the heck is wrong with you Betsy?!? You're not even an X-man. Why are you acting all high and mighty on us?!"

"This has nothing to do with me! I'm trying to keep us all safe!!"

"Sure well you did such a 'bang up job' with Jamie and Wanda!"

"Relax, both of you." It was M's voice with a sense of calmness. She came flying forward, low to the ground. She came into full view after going through a dust cloud, carrying none other than Jamie Madrox. "I got him."

A silence fell as the ones remaining looked around, realizing how greatly outnumbered they were.

"We don't have enough!" Polaris said in a strained voice as she watched Plethora leading the troops to advance. Everyone glanced at Lance.

"I got nothing." He said, looking exhausted.

"Well, surrender is NOT an option!" said Betsy, "We have to find another way."

"We're waitin' Betsy… what's the plan?" Rogue asked, putting immense pressure on her.

to be continued…

NOTE: well this chapter is almost half the length of the first 11 chapters. Please review, this scene took a LOT of time to write.