Beep.  Beep.  Beep.

The steady hum of equipment and the rythmic beep of the monitors was the only sound to mar the near perfect silence of the medical bay.  That and the tapping of keys as Hank McCoy, known to some as Beast, worked on the computer, trying to find some way of rousing his students.  To his disappointment, time and again he could find no way of reviving them.  By now the entire ward was filled, almost every available bed was out, even the three normally left for Xavier, Logan and himself were occupied by their three guests.  Tabitha, Rahne and Jubilee.

A pity their visit was not going to be the most pleasant of ones.

"Any luck Hank?" asked Xavier as he rolled into the room.  He looked quite exhausted, but wasn't about to rest when his students were in danger.  Even if it was from their own dreams.

"Nothing," he replied, removing his glasses and rubbing his sore eyes.  Hours of pouring over the computer screens without sleep were beginning to take their toll on him.  "I've run every conceivable test, administered every conceivable stimulant that I dare, and nothing has changed.  They remain in deep sleep," he added, indicating the sleeping forms of the fallen X-Men.

"I see..." replied Xavier, wheeling himself over to the bedside of Jean.  She was peaceful now, like the others, but he could see her eyes flickering back and forth rapidly behind her eyelids, and knew she was dreaming.  And it was not a pleasant dream.  Already Xavier could see mental glimpses and half-images of very terrible, very dark nightmares.

"I've exhausted every solution medical science has to offer," said Hank, turning his chair around to face his patients and Xavier.  Logan, leaning against the wall, quietly grunted.  All knew what his views of 'medical science' were.  Not positive, to say the least.

"It seems then we are dealing with a mutant problem... one we've never encountered before," stated Xavier quietly, steepling his fingers as he always did when he was deep in thought.  "Or perhaps we have."

"The Moonstar kid?" asked Logan, echoing his thoughts.

"Perhaps.  But if so, why would she attack the students?  She bears us no ill will," said Hank.

"The kids also very disturbed, Charles... she's had one hell of a ride in her life, no idea what she could be up to," replied Logan.

"I refuse to believe that," replied Xavier, studying the face of Jean Grey, as if he could therin find the key to saving her and the others.  "Perhaps more answers could be found inside the mind rather than in the body."

"That's risky Charles... we don't know what cause this.  You could easily end up just like them," Logan said.

"We might not have much choice," said Hank, drawing the attention of the two older men as he pointed to the life monitors above Scott, Kurt and Amara.  Both of their heart rates and pulses had started to jump.  Still well within safety measures, but still much higher than normal.  "Their life signs are starting to fluctuate... if I had to hazard a guess, I'd say their dreams are getting worse... and their minds simply can't handle the stress.  They're not going to make it unless something is done soon."

"Then I indeed have no choice left in the matter," replied Xavier, as he backed his chair up into the space between Jean's and Scott's beds, placing one hand gently on the redhead's temples and the other to his own as he closed his eyes.

"We'll be monitoring you Professor," said Beast, tapping the keyboard, still unwilling to believe he'd exhausted all he could do just yet.

"Be careful in there, chuck," added Logan.

Xavier nodded, thankful for the outside assistance.  Though where he was going, it wouldn't do a great deal of good.  He closed his eyes, concentrating, and with his telepathic powers slipped into the minds of his students to try and save them.

                                             ~~~~~~~~~~~~~~~~~~~~

Outside the mansion, another figure was equally restless to end this, though in a far more negative manner.

Mesmero paced idly in the tiny clearing next to the Xavier Institute.  Nearby, his pawn had not moved from where she sat, indian-style, on the ground, her eyes narrowed, focused in concentration.  Mesmero smirked, enjoying the delicious irony of using the fool to destroy her own friends.  And then he would be able to return to Apocalypse, and the great mutant would praise him for destroying his enemies.

"Finally, I will be on the winning side again... and the enemies of Apocalypse will fall down and be destroyed," he murmured, watching the Institute.  Lights were on here and there, but for the most part it was dark and inert.  And they were far too away for even the dreadful animal, Wolverine, to detect either of them.  Just close enough for Mirage's powers, amplified a little by Mesmero, to reach her victims.

Again, Danielle's subconscious struggled against Mesmero, but he exerted only the barest fraction more of his power and quelled her.  Once under his control, few could break it unless he voluntarily released them.  That or lost consciousness.

A stifled yawn reminded Mesmero that time was short, and he mentally ordered Mirage to increase her power, and deepen the impact of the nightmares of her victims.  Within a short time their fears would destroy them, and Mesmero (and Apocalypse) would be rid of them forever.

Mesmero laughed evilly as Danielle's eyes glowed a soft, eerie blue, as her power increased.

                                             ~~~~~~~~~~~~~~~~~~~~

Author's Notes:

Xavier's going in!  Oh dear, he's up against two telepaths, can he do it?  Due to frequent (and loud) requests, I've added Tabitha, Jubilee, and Rahne.  But that's it, people!  They're, er, spending the night 'cause its Halloween.  Its a sleep-over or something.  That's my story and I'm sticking to it!

Todd fan: That's it, no other characters to be introduced to the story.  And there's only one more character who will experience a nightmare, everyone else is done for.  No Warren, no Forge, no Brotherhood, no Acolytes, no X23.  Sorry.

Comet-hime: Alright, alright.  Tabitha nightmare now, Tabitha-Amara cute scene later.  Enough to give you plenty of fuel for all your artwork.

Son of Logan and Ororo: I mean no offense of course, and I understand, sleep deprivation can lead to stuff like that.  Actually I didn't see the movie, but I'm hoping too.

Gyuumajo: Of course there's more... I can't just leave them in those horrible nightmares... or can I now?

Amara Aquilla: Glad you like it, I did have to make it mostly from scratch, since we know so little about Evo Amara.  There'll be more to come, but sadly little more of the New Recruits.

Inuyasha0001: Glad you like it, more to come soon.

Lupine Draconis: Oh I'm sure they can be scared by more than this, but this seemed the best idea for me at the time.  Still, I'm rather pleased.

Rogue14: I know, poor kid.

Rogue Pryde: You mean... IF they wake up?!  Muwahahaha.

Cheeky-bear007: There they are.  Enjoy.

ManniElf18: Next chapter.  Same time, same place.

Queeno'ducttape: Poor everyone.  Don't worry... it will all be over soon... *evil soothing voice*