A/N: Here is the next chapter. I know I told you Alia G. L that it would be up Wednesday, but I didn't feel too good yesterday. So, I'm putting it up now. There should be one more chapter to finish everything off, though I'm still not positive on how I will do that. Anyway thanks for reading.

Chapter 12

The Power of Friendship

"Rich, you and I are best friends. You don't want to do this." Katy pleaded. Rich had her pinned on the ground. His eyes were emotionless as he stared at her. "Rich you have to fight this. Magneto can't break our friendship!" Katy yelled to him.

Rich raised his metal hand and closed it into a fist. He held Katy securely underneath him, ready to punch her.

"Richard, remember who I am. Remember all the fun times we use to have. You have to remember."

Rich hesitated with his punch. His eyes looked down at her and seemed to soften. "Katy?" He said weakly.

"Yes, it's me. Fight it, Rich. You can't give in."

Rich tensed his muscles and suddenly his eyes glazed over again. He drew his arm back up and brought it down hard.

~~~

Evan, Joanne, and Matt soon found Scott. Mystique and him were having a one on one battle and Scott looked exhausted. He could not hold out much longer.

Magneto was still speaking to the civilians who were forced to listen. A few tried to flee, but most were too afraid. He was telling him that the world would no longer be humans controlling mutants; it would be mutants in charge of humans. Humans would no longer terrorize mutants. It was now the mutants who would terrorize the humans. The world was about to change. The mutants were going to take over.

~~~

Katy cringed and turned her head to the side, expecting the blow to hit her face. A few seconds past. Nothing. She opened her eyes and saw Rich's hand had slammed the ground right next to her head. He was breathing hard as he stared down at Katy.

"That's it Rich. Fight!"

Richard slowly stood up from the ground. He looked at Katy as she too stood.

"I can't kill you." He breathed. "I can't kill my friend."

Katy nodded. "That right Rich. Our friendships is more powerful than this device."

Suddenly Rich's hands flew to his head and he screamed in agony. The control device on his neck was sending waves of pain into his head. As if having a mind of its own it was trying to make him kill Katy.

"I won't do it." Rich screamed as he dropped to his knees.

He was struggling with his inner self. Through clenched teeth, he reached up to the back of his neck. His hands found the device and he quickly yanked it off. He gasped in pain as he did and fell to the ground in exhaustion.

Katy quickly ran and caught him, lowering him gently to the ground. "Rich can you hear me."

Rich opened his eyes and smiled at her. "Thank you, Katy."

Katy smiled. "You are most welcome." Katy helped Rich stand to his feet. They knew they needed to stop Joshua. The same device was on Joshua and if they could get close enough, they might be able to stop him.

~~~

Scott cringed as he tried to stand up from the ground. Blood poured from a slash mark on his left hip, and his chest felt like it was on fire from the powerful laser beam that had just sent him to the ground. He lay back on the ground, feeling to exhausted to get up.

Mystique came behind him to finish him off. She laughed as she saw him. He looked unconscious and she could easily end this.

Suddenly Scott's hand moved. Before Mystique could react, Scott twisted the knob on his visor. The laser shot at Mystique sending her backwards. Because it had been as such close range, Mystique was knocked unconscious. Scott stood and rushed to help the others.

~~~

Professor Xavier landed the X-jet on the ground away from the crowds. Most of the people were gathered around one area where Magneto was standing. Several of his mutants, or ones he had under his control, were guarding the area.

"I need to get this to Nightcrawler." Professor Xavier said. "He will be able to transport near enough to Joshua, to place it on him." He looked at Adam. "Are you sure you will be able to handle it after that?"

Adam nodded. "Don't worry about a thing. All you have to do is place that on Joshua. Stephen and I will do the rest." The man replied.

Professor Xavier nodded. He mentally called to Kurt. He saw the young mutant a short distance away, trying to defend some people from falling debris. The mutant looked toward the Professor and immediately transported himself to him.

"I did not know you were here." The mutant said.

The professor nodded. "I need you to get close enough to Joshua to place this device on his arm." He said as he handed Kurt the small device.

"As good as done, Professor." Kurt said confidently.

~~~

Magneto looked behind him. "Now Joshua, transfer your power to me."

Joshua nodded as raised his hands toward Magneto. Magneto grinned as he felt the power flow into his body. Not even the X-men could stop his plan now."

~~~

"We're too late." Katy said as she reached Scott and some of the others.

Suddenly Kurt teleported on Joshua shoulder. Before the boy could react, Kurt placed the device on his arm and teleported away.

Joshua stumbled backwards some. He felt all of his power leave his body. He felt weak. His mind began to cloud over. Darkness swirled around him. He faintly heard Magneto screaming to him.

"Get up Joshua. Finish this."

Joshua could not comply. Then Joshua heard another voice. The voice was clearer though as if just in his head.

"Joshua, you have to listen to me. I can get you through this."

"Who are you?" Joshua asked in his mind.

"It is I your father." The voice replied.

"My father is dead." Joshua replied.

Suddenly pain increased in his head.

"You have to listen to me Joshua. You have to give in. You have to let your feelings go."

Let my feeling go. The voice rang in Joshua's head and he felt ready to submit.

~~~

Adam called out desperately to Joshua. The boy did not respond. He could not hear, Adam's words, but he could hear Adam talking to him mentally.

"He's not responding to you." Professor Xavier stated.

"I know! I don't know what's wrong." Adam said as he looked toward the Professor.

"Let me try to reach him mentally." Professor Xavier said. He reached out with his mind towards the boy, but something seemed to block him.

"Something's blocking my telepathic abilities." Professor Xavier said.

"That's odd." Adam replied. He looked back to toward Joshua. He focused hard on him, desperate to reach him. Suddenly Joshua collapsed to the ground. Adam grinned evilly.

~~~

"What was that device?" Scott asked Kurt.

"Something the Professor gave me." Kurt replied.

"What's it doing to him?" Kitty asked.

"Something is definitely not right here." Ororo spoke up.

"You're right Auntie O. Something doesn't feel right." Evan replied.

Katy looked around. She saw two men by the Professor. Suddenly her mind flashed back. She had seen the man before. Her mind flashed back again.

He had been at their schoolhouse the day it had burned. She recognized him by the huge scar on his face.

"Rich!" She said suddenly. "That man with the Professor." Rich turned to look where Katy was pointing. "He was at our schoolhouse. He helped those men attack us."

Rich's eyes widened in horror. "You're right. It is the man."

"He was probably the one that captured Joshua as well and now wants him back." Matt said, putting the pieces together.

"Then why is the Professor helping him?" Katy asked.

"Professor Xavier isn't helping, at least not willingly." Audrey said suddenly as she landed to the grown.

"Audrey?" Matt gasped wondering if she was still under Magneto's control

"It's okay. Joanne took the device from my neck. I flew near your Professor. One of the small chips is on him and Jean as well." Audrey replied.

"He has control of Jean?" Scott asked immediately.

"Yes, he does, but I'm not sure what the device on Joshua does." Audrey replied.

"We have to do something to save them all." Ororo responded.

"You got any ideas?" Logan spoke up.

Before any one could respond, Joshua collapsed on the ground