Professor Xavier slowly quieted them down.

"You have all done an excellent job against the sentinels, but whoever released them has captured quite a few X-men. I'm asking everyone to help rescue them."

"Why? So you can leave me there again?!" Mystique replied incredulously.

"I have no reason to gamble with your freedom, Mystique. We won't be going to Area 51 this time anyway," Xavier reassured her.

"How are we going to find the base?" asked Magneto.

"While all of you were fighting the sentinels, I was trying to connect with its AI technology through a mind link."

"But they don't have human brains to connect with," Hank said while looking questioningly at him.

"The sentinels still had to control the skin with some kind of electric impulse'" Xavier explained. "I was hoping I could access the computerized brain through the connection it had with the mutant skin. Luckily, I had no trouble finding what I needed."

With that, everyone but Dorian, his mother, and Amanda followed Professor Xavier to the secret base of their newest enemy.

~*~

They arrived at the base after two hours. If someone would have known the sentinels had already captured Gavin and Remy, Xavier could have led them on a more direct route. Mystique changed into a garder snake and shut off the sercurity systems from inside. Rogue and Xavier used their telepathy to put the guards they saw to sleep. Rogue used Gavin's power to make a hole in the fence for everyone else to walk through.

"Wait!" Logan whispered with urgence in his voice. He bent down and saw a field of lasers crossing about six inches above the ground. Magneto lifted himself and Xavier over the lasers and to the other side of the open area. Kurt and Rogue teleported everyone else over. They made their way into the building. The group decided to split up to find the prisoners easier. Xavier tried to contact Mystique with telepathy, but he couldn't seem to sense her. He wasn't able to sense anyone else who wasn't within the same corridor as he was. "What's wrong, Chuck?" Logan asked.

"I'm not sure. I can't seem to sense anyone I can't see."

"Maybe the walls protect against mental signals like Magneto's helmet," Beast suggested.

"Maybe..." Xavier trailed off. It was certainly a possibility, but how would they know how to do that? And it doesn't seem right. He felt like his powers were being weakened somehow. Xavier collapsed and fell out of his chair. Logan bent over to see what had happened and help Xavier back in his chair. He was electrocuted when two metal cables flew out of the wall and sent a charge through his body. Ten soldiers rounded the corner. One put Xavier back in his chair and set Ray on the professor's lap. Two more put a pair of strange handcuffs on Logan that placed his hands so his claws pointed at his head. Four threw Roberto, Lance, Sam and Amara over their shoulders. The other three lifted Beast onto a cart.

When the soldiers brought Logan into the lab, he began to wake up. He started to try to free himself from the restraints. The soldiers shot several tranquilizer darts at him until Logan fell unconcious again. They covered him up to his neck in containment gel to keep him from escaping. The scientists put a helmet over Xavier's head to stop him from using his power. The professor and Logan were kept in restraints while the rest of the mutants were put in holding cells.

~*~

Magneto watched as Pyro, Sabretooth, Fred, Piotr, and Pietro fell. He then began to sway back and forth and fell himself seconds later. Four soldiers came from a door just in front of Magneto. Magneto opened his eye and caused the walls to close over them. he searched the walls around him for a transmitter but he didn't see anything before he was electrocuted with the cables still hidden in the wall.

~*~

Rogue, who was leading a third team through the base, could sense something was piercing her thoughts. She pulled Kurt, Tabitha, Todd, Wanda, Bobby, and Jamie closer to her. Rogue sent out a psionic pulse which destroyed most of the surrounding walls. The ceiling began to collapse on them. Bobby froze the ceiling in place. They began to run down the hallway. Wanda was electrocuted by cables that shot out of the wall. Rogue used telekinesis to pull the cables from Wanda's arms and Todd carried her.

"This isn't a base. It's a trap. They lured us here so it'd be easier to capture us," Jamie said, worried.

"Well as long as we don't wonder off we'll all be fahne," Rogue said. Rogue used Dorian's power to shut off all the electricity in the base. "That should give us a little more of an advantage." They continued down a corridor and Rogue put the soldiers they ran into to sleep. The group eventually ran into Magneto and the mutants that followed him. They tried to wake them, but Magneto and Piotr only tossed in their sleep. The others didn't even move. It was only when Rogue shocked them slightly that Piotr and Pietro woke up.

"What the hell happened to the wall?" Tabby asked.

"I'd-have-to-say-it-was-Magneto," Pietro said. They took a second to process his fast-paced conversation. Rogue turned on the light just above them.

"Well it looks like Magneto got a jump on those guards," Bobby said. Rogue just noticed the heads sticking out of the crumpled walls.

"We should get going. More guards are probably on their way," Rogue said while urging them to keep moving.

"But we have to go back the same way, and we might even be trapped now."

"That's what you think." Rogue reached over and absorbed Magento's power. She pulled the walls apart and motioned everyone through. Rogue absorbed the guard to gain his memory of the base. She closed it once again to make sure no one would come from behind them. She stopped walking.

"Vhat is eet Rogue?" Kurt asked.

Rogue recognized the wall panel to the left of her. It opened up and four soldiers were coming towards her. That was just before she closed the wall on them right? No, that was Magneto. She pulled the panel off the wall. It revealed a small hallway that lead to a ladder. They climbed down and found themselves in a small laboratory room. Everyone was electrocuted by the walls. Rogue, however was able to hold electrical charges because of Storm's power.

"Well, there's something I didn't know about you. Where did you absorb that from? Miss Monroe or Mr. Crisp?" a man in a black suit asked. He didn't look tough at all. Rogue thought she could take him. She attempts to use telekinesis to throw him against a wall. Her power hits a special type of force shield and bounces back. Rogue is thrown against a wall herself and knocked out.

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Author's Notes

I love you guys! Anyone who is still reading this story must really love me, or my story. Sorry I took an extra week to post again but I think it was worth it. I was having some writer's block, but after I got my inspiration I was back in business. Well what will happen in the next chapter? Will everyone escape from the base and live happily ever after or will I torture you-all with more of my written torment? Nah, I wouldn't do that to you guys. The next will probably be the last. If not, it'll be the second last. I'm cutting it off there. If I can't finish writing in two chapters, I truely am a hopeless writer and a failure of literature. Anyway, it's shout out time!!!

SHOUT OUTS!!
ishandahalf: *sniffle* you didn't review. *sniffle*
sugarsweet11: i just did silly dilly. and i think the title had to do with the chapter, and so does this one. im not sure if you guys are making the connection so i'll explain this title. its called in-filtration because they're infiltrating the base, but the base is kinda being "filtered" of them. get it? i wish i made more sense. *sigh* o well.
lildaisygirl24: thanx for the review. and finally you read the other 3 chapters. :P
rogue14: er...thanx for the review! it is kinda hard to respond to someone who only asks me to keep writing, although your encouragement is greatly appreciated.
poisonedchaos: um, well this fic is also meant for younger readers so i won't get into details. and i'm not much of a lemon writer because: a) i haven't had enough experience to imagine too many situation and b) it's not needed and it would detract from my story.