Wow, this is a long one… maybe that means I'm a good writer!! That's what my English teacher thinks anyway… the longer the better! Thanks to you guys who have been reading and reviewing!!!

Disclaimer: I don't own any of the characters, but I do partially own this story line… about 70/30 I own it/marvel owns it… no wait… more like 80/20 so yeah, if you want to use this story, Marvel, you have to pay me!!

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"Betsy, what's going on?" Scott asked her again, "what is this place?"

"I told you I wouldn't let anyone hurt you, and I mean it." Betsy's British accent enforced the sternness of what she was saying.

"Why would anyone want to hurt us?" His voice went from the strong leader of the X-Men to a scared little boy. Betsy demeanor slowed down. Talking about this place scared her. Saying it all aloud turned it from a creepy horror movie to the reality of everyday. She tried to sugar coat it in her head, but decided the best thing to do was be objective. They would never be able to help her the way she needed if they felt so sorry for her.

"This… is the laboratory of Dr. Nathaniel Essex. He knows more about mutants from a scientific perspective than anyone on the planet; especially heredity. He performs genetic experiments on mutants, and for some reason he has taken a particular interest in you two." She picked up a bowl of cereal and attempted to feed Scott. "Here," she said raisin a full spoon to his mouth. He refused to eat, "he's probably going to draw your blood, you need to eat something."

"Why does he want us? What is he going to do?" he said refusing the spoon again.

"I'm not sure really," Betsy said, "but I won't let him hurt you."

"Why are you here then, if he's so terrible?" This was the question she had been dreading. She was afraid that going into her life here would make her cry, and this was no time to be weak. She decided not to say too much, just what he needed to know in order to trust her.

  "Well… my life was a mess when I came here. I had no idea what a mutant was… I learned the same time the rest of world did, it's how he tricked me into coming here. I was hearing people's thoughts in my head; I thought I was going mad. He said he was the only one who could help me, so I came. He began to perform unnecessary surgeries on me, said he was fixing me. I had a friend here though, he felt the same as I did; that there was no where else we could go. It was just us against the world." Halfway changing the subject to a happier issue helped her keep the tears back. "Then a man made us both the same offer. I thought he was crazy, but my friend saw it as his way out. I wish I'd gone with him. I now he's in trouble though. He needs my help…" she was beginning to get worked up and the tears began to surface beyond her control. She looked back at, the more worried than ever, Scott, and she remembered that she had to be tough. She decided to get back closer to the topic. "It was all I could do, joining the Nasty Boys, to stop the experiments." She looked at her hands folded in her lap. She could feel Scott's eyes on her, waiting to see how he should respond. The amount of tears behind her eyes, she knew, would cause him to feel pity for her, and that was the last thing she wanted. Once she was able to blink back the salt water in her eyes she looked back at Scott.

"I'm sorry." He said. Betsy just gave him a tired smile to show her appreciation for his caring words, but he knew she didn't mean it.

"I'd better wake your friend before Sinister comes in here." She got up and dumped the bowl of cereal, that she had set down on the table filled with surgical implements, in the sink and washed the mushy food down the drain.

"What are Sinister's powers?" Scott asked her. She flinched at his name and glanced over her shoulder at Scott, then back to the task at hand.

"He has complete control over every single cell in his body." She spoke with bitter resentment in her voice. "He's nearly indestructible. He's well over 150 years old, you know. His mutation allows him to mimic your friend Logan's powers. Not to mention he can shoot blasts of plasma energy from his hands, and his minor telepathy." Scott paused to consider the man's awesome power as Betsy walked in between the two tables holding Scott and Jean, and looked down at the fiery redhead. "I'm going to need some quiet." She said without looking back at Scott. He only nodded but Betsy could sense his response. She placed her hand on Jean's forehead and closed her eyes. Betsy is buckles as she is slightly overwhelmed at first, until her butterfly signature emanates from between her eyes. Releasing the butterfly seems to help her as her body becomes more relaxed. The insect hovered over Jean for a second or two, than took a nose dive right between her eyes, jumping into the girl's head.

(A/N: the following takes place inside Jean's head until it says otherwise)

Jean sat on the green grass just outside the front steps of the Xavier Institute. She enjoyed taking in the scene just as she had at the dock the night before. Suddenly the same shadowy figure from the night before hovered behind her.

"Jean?" The hooded robe called to her, alerting her of her presence.

"Leave me alone. I'm happy here. It's quiet." Jean said without opening her eyes, much less turning her head.

"What about Scott?" Betsy asked from the shadows. Jean opened her eyes as she thought for a moment. She quickly got up and turned around to stand face to hooded face with Betsy.

"What have you done with him?" She shouted in anger

"Jean," Betsy replied trying to calm her down, but Jean just ignored her.

"What have you done with him?! If you've hurt him--" Jean moved closer to Betsy and she put her hands up in defense.

"Jean," Betsy said again and again. Jean continued to ignore Betsy, Jean's temper was flaring out of control.

"Where is he?!" Jean yelled as she shoved at Betsy's robed shoulders. The heavy cloak fell to the ground. Out of the hood a small purple and blue butterfly fluttered out and Jean was noticeably startled. "Wh- wh-," she stuttered.

"Please Jean, don't be alarmed," the butterfly responded. "My appearance has changed so drastically that this is the form my mind takes despite my physicality." Jean was more relaxed, but still wary of a talking butterfly, with a British accent.

"Wh- what about Scott?" Jean continued from her last attempt at a sentence.

"For now, both of you are alright, but you're still in danger." She pauses, "I need your help to secure all our safety. I need you to comeback to consciousness with me."

"Why do I want to help you?" Jean muttered.

"Because I know who you are, and I know you'd never turn away someone who needs your help." The butterfly continued to furiously flap its wings while she waited for Jean to respond.

"So, you want to be an X-Man?" She said thinking of her responsibilities, helping to recruit mutants.

"Um… well… for now I just need your help to escape." Again, she waited for Jean to respond, but she just nodded sheepishly. "So you'll help me? You'll come back with me?" the butterfly confirmed. Jean nodded again. Just then, Betsy could feel her butterfly self being sucked out of Jean's head. The force knocked her real self back on to the floor. She banged the back of her head against the table Scott was pinned to. While Betsy reeled from the transition, Scott watched Jean as she blinked her eyes open. She looked up at Scott and she smiled. He smiled back.

"I'm so glad you're alright" Scott said to his beloved.

"Me too." She said back with the same peacefulness in her voice as the night before. She suddenly realized, though, that Scott wasn't wearing his glasses, but his eyes were open. "Scott, what happened to your powers?"

"The collars, they negate them." He responded bitterly.

"How will the professor find us?" Jean whined.

"You let me handle that." Betsy injected as she stood up, breaking Scott and Jean's gaze. She continued to nurse the throbbing sensation on the back of her head. She turned to Scott. "She's a handful, that one." She pointed with her thumb over her shoulder at Jean.

"What do you need from us?" Jean said as Betsy turned to answer the question to both of them.

"You two happy little campers and mind your manners, alright?" Betsy said.

"What?" Scott exclaimed, "Where are you going?"

"Look, the doctor likes a private workspace so he can torture you without making himself look bad to his followers. I've been his patient before, I know how it works, don't worry. Like I said before I won't let anyone hurt you. He's just going to do some preliminary things: taking blood pressure and what not. He might even want you to exercise your powers."

"Oh, then cerebro will be able to locate us!" Jean interrupted.

"Um… well… no actually." Betsy continued, "The whole laboratory is psi-proof. No telepath is getting in here unless he sets foot in." Betsy looked at Jean, and then looked back at Scott. "Don't you worry; I'll contact your professor. And if Sinister does release your powers, obey him. Last night has proven that you two are no match for the Nasty Boys, and that wasn't all of them. So, just do what you're told, alright?" Betsy took a breath as Scott and Jean nodded, wide-eyed. Suddenly the door burst open.

"How are my newest specimens doing this evening?" The deep, echoey, scratchy, mocking voice made Betsy wince.

"They're quite well." Betsy said as she smiled through her teeth, trying to keep up her façade. "They're going to behave themselves, I assure you, doctor."

"Ah, wonderful job then, Miss Braddock." He stepped forward out of the shadows after removing his coat and switching it with a typical doctor's white lab coat. In the light, his skin was revealed to be the came color as the coat, his eyes were burning red. The man rivaled Magneto in intimidating stature. He sat down in the seat Betsy had occupied for the better part of the day and slipped on his white latex gloves with a snap on the wrist that always makes people cringe.

"Will that be all, Dr. Essex?" Betsy said trying to relieve some of his intimidating momentum.

"Yes, Miss Braddock, you are dismissed." Betsy began to leave the room. As she shut the door behind herself, she could hear Sinister say, "Are you two ready for your physical?" She could picture the mad scientist's evil smirk revealing his fanged, yellow teeth. The mere thought of the man drudged up horrifying memories and sent a chill down her spine. She made her way through the corridors of the fortress to a small door that led to a smaller courtyard, which only Sinister's most loyal had access to. The courtyard was formed by three walls of the building jutting inward. The fourth wall was bricked up so high that Betsy couldn't see anything but the dimming, dusk sky over it.

Her gaze was interrupted by a drip on her head. She patted at the liquid, then looked at her hand. It was pinkish, purplish, goo. She instantly knew what it was.

"George, are you spying on me?" Betsy called as she looked up. There was a slender man with pinkish hair wearing a trench coast the came color as the goo. This also happened to be the same color as his skin. He was wrapped around a tree branch above her head.

"The name is Gorgeous George." He called back to her, and his legs, also wrapped around the tree, stretched all the way down to the ground, in front of Betsy. He let the branch slide right through his body, slicing him half as he unstretched his legs, bringing himself to the ground. He stood in front of Betsy in two, symmetrical halves. He looked up at her with a smirk as the rift between his two halves sealed itself up. "That felt good." he said as he licked his lips. Betsy cringed like she was a watching an appendectomy surgery.

"Maybe if you acted gorgeous…" she said. She waited for him to leave, but he continued to stare at her. "Can I have some privacy?" she finally barked at him. His creepy smirk turned a frown as he began to walk back toward the door. When George shut the door behind himself, Betsy looked around to try and sense the presence of anyone else. When she decided she was alone, and safe, she shut her eyes and began to concentrate.

Blue and purple rays began to emanate from between Betsy's eyes. The rays began to form a butterfly again. Betsy crossed her exposed arms, as she felt a chill come over her in her skimpy, purple bathing suit type, uniform. She wore thigh high purple boots, with two random stripes of material on her upper thighs and upper arms near her shoulders. She also wore long purple gloves that came to a point on the back of her hand and wrapped around her middle fingers, matching the uniform and her hair. Although she was rather well covered, the material was thin and skanky.

The cold was causing her to lose her focus, but cuddling up helped her regain her concentration. A butterfly was finally able to form itself outside of her head. It fluttered up the height of the wall and was quickly out of sight of the prison she lived in. She had desperately wished so many times that she could be the butterfly that so gracefully made its way far, far away from this place. She tried hard to concentrate on the task at hand, but couldn't help feeling that next time it might actually be her breathing the fresh air of freedom.