To start off, this is a long chapter, longer than the rest so far. It covers almost all of the CCauldron Part 2.

Thanks to all those who reviewed!

enchantedlight: Thanks for the review!

Ms.Rogue LeBeau: Thanks for the review!

Star-of-Chaos: Thanks, I'm glad you like the fighting!

Episodic: Thanks for the review!

ishandahalf: There's a lot to do with an asteroid I guess. Thanks for the review!

Purity Black: Expect the Lancitty to pop up very soon. And there will be a lot of changes to the events on Asteroid M. Thanks for the review!

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"I don't get it. I'm strong I'm agile I got this killer tongue. How could I be left behind, twice?!" Todd stated rhetorically aloud, sliding down a rock and snatching up a fly. He lashed out at another fly, but Kurt grabbed his tongue, and threatened to yank it.

"Spill it, Toad!" The fuzzy teleporter ordered, not releasing the other mutant's extremely long tongue.

"Ok! Ok!" He replied frantically. Kurt released his tongue, which slapped back into his mouth and knocked him on his back. "I don't owe that crummy Magneto nuthin' no more. That's for sure." Todd sat up, receiving confused gazes from the three X-men in front of him.

"Who?" Kitty asked sternly.

"Magneto, one major mega mutant. He's skinning of the best from the worst." The slimy mutant answered, as he hopped over toward the group. "And guess what that makes us. Losers." Todd made an "L" sign on his forehead.

"But what happens to da winners?!" Kurt asked angrily, shaking Todd whom had stood to his full height. Todd didn't answer; he just looked past the blue mutant and at the rest of his teammates. Lance was looking in a bitter mood, until he looked at Kitty. Fred was pounding a rock with his fists.

Oh well, at least I wasn't the only one left behind.

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Charles Xavier sat quietly in his wheel chair, gazing into long tubes containing his students and Ororo. Even the three newest recruits, Bobby, Amara, and Jubilee were in front of him, unconscious. Jean was also there, right in front of him, but unreachable. One tube was left vacant though.

Probably for me, he thought grimly. But now, he needed to convince the leader of the X-men and the oldest of his students, not to do what he was thinking of doing.

Charles wheeled around, and faced the man he would call his dearest friend, and his biggest rival. Erik Magnus Lehnsherr, the master of magnetism, was his opposite. The man wanted to train mutants and convince them that humans were inferior to mutants, and that a war was coming. He stood against what Charles hoped for, peace between humans and mutants. Magneto stood tall in his red armor and dark purple cape. His specialized helmet shaded part of his face, leaving it in a shadow.

Standing beyond his rival were Pietro, his son, and a girl Charles did not know. Rogue was also there. The girl the X-men had tried to reach and help. But it had all been tarnished by Mystique. Now she was against the dream Charles wanted so much to become a reality. It did comfort him though, as there were signs of reluctance on her face.

At least there is still hope for her to change her view, he thought.

Next to Magneto were Scott Summers and his brother, Alex Masters. They shared a lost bond that had been forged again over the past few hours. It pained Charles to know that they were on Magneto's side though.

Magneto had supplied them with different outfits, although the significant ruby lenses still covered Scott's eyes. Scott now wore a sleeveless black jacket that was partially zipped up. His pants were black as well, as were his boots.

Alex had on a bright red tight T-shirt, with a short sleeve white jacket that was unzipped, over it. His pants and boots matched Scott's as well.

But time was running out, and he needed to address Scott quickly, before Magneto could fully convince him to follow his orders.

"Scott, I...I don't understand." He started.

"Professor, we're just here to listen. That's all." Scott answered back, walking toward the Charles.

"Are they here to listen as well?" The telepath asked, motioning toward the X-men in the tubes. Scott stared at them, especially Jean.

"Hey!! What is this?!" Scott demanded, spinning around to face Magneto.

"Simply a precaution, Scott. Not everyone has the maturity to except change as you do. Not yet." Magneto answered seriously.

"Let them out, now!!" Scott demanded, moving his hands toward his shades, ready to rip them off. Pietro stepped in front of Magneto, ready for a fight.

"I will, we just need to proceed cautiously. Trust me, they are perfectly safe." Magneto informed him, pushing past an anxious Pietro, and stopping in front of the tubes.

Are they safe Scott? Are any of us safe? I know this man, and his motives cannot be trusted.



Scott looked at the Professor as he sent the telepathic message, but Magneto noticed as well.

He's b---



But Charles was cut off, as his wheelchair was lurched backwards into the previously unoccupied tube.

Logan! Logan lose the battle! Magneto is---



But Charles was cut off again as gas filled his concealed tube, rendering him into an induced sleep.

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Rogue stood silently, watching the event unfold in front of her.

"No!!" Scott yelled, as ruby light glowed along the rims of his shades.

"Do that and he won't survive the decompression." Magneto countered.

"Yeah, well odds aren't that great for you." He threatened back.

"Hey hey hey, Scott. C'mon man! There having a little timeout, so what? I don't know what's going on either, but no one should be getting hurt. Magneto just wants to help. And I need it. So c'mon, holster that thing, would ya?" Alex stepped up to Scott, trying to sway his aggressive decision.

"I don't like this." Scott retorted angrily.

"But your brother is right, Scott. I am not your enemy, nor am I Charles. But you will see the truth very soon." Magneto stated, removing his helmet and revealing silvery short hair.

Then there was silence.

Scott scoffed and started toward the balcony. Magneto walked toward a capsule door, and Alex slowly followed Scott.

"Enough with the sappy moments! I'm ready to see some action! I at least thought there'd be some right now." Pietro suddenly blurted.

"Shut your trap, Pietro!" Rogue ordered angrily. "Ah'd like to find out all the details first!"

"Or maybe you just want to get some quality time with that hunk Scott Summers." Betsy inquired, causing Rogue to gasp.

"That is not true!!"

"Hmph, really? That's too bad. But you know luv, I think I'll go over there and seduce him into doing what Magneto wants. It might just work."

Even though Rogue had not even known Betsy Braddock for a week, she could tell the girl was serious. Betsy spun around, flipping her purple ponytail, and started to strut in the direction of the balcony and Scott.

"Oh no you don't, tramp!" Rogue angrily stated under her breath. She quickly slipped off her glove, and took quick paces, coming right up to Betsy from behind. With one swift movement, she shot her arm forward, and gripped Betsy's bare hand in hers. Rogue yanked her hand back, causing the purple haired telepath to spin around.

So the absorption began.

Rogue angrily glared at Betsy, who was flashing in inverted colors due to the skin-to-skin contact. Images, memories, skills, and her powers all flooded Rogue's head. But she just focused on rendering the flirtatious mutant into unconsciousness. Magneto and Alex both glanced her way.

Betsy gave a strained scream, as well as a horrified look. Pietro came up from behind, and pried Rogue away from Betsy. Then he sped behind Betsy, and caught her in his arms. She let out a gasp, but it was over. She was unconscious, and Rogue had now pilfered a large chunk of Betsy herself.

"What the hell, Rogue?!!" Pietro yelled, stroking Betsy's cheek. He looked up at her from on his knees, holding Betsy.

"Bite me, freak!"

Rogue slapped her hand down on the bare part of Pietro's broad shoulder without hesitation. The speed demon grunted, but could not stop her. The absorption of Betsy had been the longest draining she'd ever done on someone, but she wasn't about to completely overwhelm herself.

Rogue removed her hand from Pietro's shoulder, and watched as he passed out, Betsy sliding down over him. She had only held on a third of the length of Betsy's absorption. She could see Alex up ahead giving her a confused stare.

"Rouge!!" But it was Magneto who called her name. It was strange though. He didn't sound very angry, but more surprised.

Magneto moved in front of her peering into her eyes.

"Get away from me, bucket head!! Ah'll get you too!" Rogue warned, but she did not reach for Magneto.

"Impressive, Rogue. You seem to have a suitable handle on your mutant abilities."

Rogue snorted, crossed her arms over her chest, and turned her back to Magneto.

"Rogue," Magneto started, as he put a reassuring hand on her shoulder. "I know how much you want to be able to touch freely, without consequences. If you are willing, I can change that. See that capsule door over there? You can take control, and have your powers be at your mercy!"

Rogue gasped and spun around, but quickly hid her interest with another snort. Then she stormed off away from him. But she did not forget his words.

Was he lying, or could it be the truth?

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"I built it right into the asteroid. Behold, the next step in mutant evolution." Magneto stated, leading Scott and Alex toward the circular capsule door.

"What is it?" Scott blatantly asked.

"A genetic enhancer. Perhaps you've heard of the legendary gems of Cyttorak. Well, they do exist. Once believed to hold mystical properties, these stones actually emit a distinctive radiation." Magneto held up a bright red and large gem.

"Wait a minute, you mean you're going to nuke us?!" Alex suddenly objected.

"I want to evolve you! To finish your growth! No more pain Alex! And no more hiding behind that visor Scott! You powers will be fully realized, and you will be in control!" Magneto announced triumphantly.

"What about the others?" Scott asked wearily.

"They will be released when the transformation is complete. I want them to see what I'm offering."

Magneto suddenly waved his hand to the side, and the capsule door opened. Sabertooth stood next to it.

"This is an offering, Scott. I will not force you to go through it."

"But how safe is it? Why don't you go through it?!"

"I already have. I am fully advanced." Magneto countered. "Why don't I display a first hand experience? Sabertooth."

Sabertooth growled, and stepped into the machine. The opening glowed with a pinkish red tint.

"In a few moments he will remerge, reborn!" Magneto stated, closing the capsule door. The machine started up, and a few moments later, it opened.

Sabertooth stepped out, larger, furrier, and stronger. He snarled as he stepped out. Alex turned toward Scott.

"So what do you say, Scott? I want to go, but not without you."

Scott turned toward his brother and nodded, patting him on the shoulder. The two Summers brothers started to make their way toward the enhancer.

"And now, for an appreciative audience." Magneto waved his hand towards the X-men in the tubes. They started to awake from their slumber.

Jean Grey rubbed her temples, and suddenly gasped.

"Scott! No, don't!" She cried, pounding on the tube.

Magneto noticed Charles warning him as well, telepathically instead of verbally.
"You're too late Charles, the he's mine now!" Magneto answered, slamming the door shut, and locking Scott in after he started to have second thoughts. Magneto gave his friend an evil grin.

The enhancer opened up a moment later, and out stepped Scott and Alex. No longer were they the same as before.

Both were even more buff than they had been before. Their blonde and brown locks were now silvery white, and they wore grim and stern facial expressions.

"And you shall be known as Havok." Magneto rested a hand on Alex's broad shoulder. "Go on Scott, show us the color of your eyes."

Scott took off his shades, and opened his eyes. Magneto gave another evil smirk.

"And anther advancement, your minds have been purged of useless emotion." He added.

"Aircraft!" Sabertooth informed loudly. Magneto nodded and, and lifted an arm. Part of the ceiling opened up, and revealed the XM- Velocity jet. Magneto waved his hand, but nothing happened. He tried again, but did not prevail.

"No metal." He stated blatantly, glancing at Charles. The mutant telepath gave a small smirk and shrugged his shoulders. "Boy, get out there and defend us."

Scott and Alex nodded, and took off toward the observation deck.

Then let the games begin.

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Rogue watched from off to the side, as Scott and Alex took off. She could still see them as they attacked, firing their powers into the air. There was an explosion, and the two started to suddenly take off into a sprint.

The X-men's metal free jet landed on the balcony, and skidded along the floors, showering sparks everywhere. Scott and Alex's speed was not faster than the skidding jet.

Scott! Scott!!



Rogue flinched as she heard Jean Grey's telepathic scream. Suddenly, Scott and Alex were flung to the side, narrowly avoiding being crushed by the jet. They bounced along the floor, and passed her, sliding into the wall. Rogue gasped as the jet curved, and came straight toward her.

"No!!!" She screamed, and pushed her palms forward. Her borrowed TK halted the jet about ten feet in front of her.

The X-men started to disperse from the jet. Kitty phased out of the side, locking hands with both Evan and Lance. The trio landed on the ground with ease. Kurt and Fred appeared in a puff of smoke next to them. A compartment suddenly shot into the air, crashing down along the floor. Todd and Wolverine hopped out onto the roof of the jet. Mystique's head poked up after them.

"Knock, knock." She answered slyly.

"Mystique! You could never take "no" for an answer." Magneto addressed her. She answered in an angry screamed, and leapt of the roof of the jet. She landed gracefully, and pushed off the ground toward Magneto. The blue shape shifter spun in the air, and clipped Magneto with a spin kick, and followed with an aerial roundhouse kick.

Now's my chance!



Rogue took off with Betsy's TK, flying low to the floor. She passed the jet and flew right into the enhancer, shutting herself in.

A swirling crimson beam wrapped around her, and she felt plastered to the conveyer belt she was standing on. Rogue cried out, and was engulfed in pinkish red and white light.

But a sensation came over her.

She felt at ease, powerful, and strong. For once it felt like she could actually turn off her powers. But now was not the time for that. Also, she could feel the powers of all the mutants she had absorbed; Kurt, Ororo, Scott, Fred, Mystique, Sabertooth, as well as Betsy and Pietro. There were no memories or personality quirks. Only all their mutant powers at her beckoned call.

The new Rogue stepped out of the enhancer, and sighed. She hadn't changed as much as Scott, Alex, or Sabertooth. She was taller, and a little more muscular. But she knew her changes dealt more with her power.

But she wanted to start the task at hand. And that was stopping her adversaries.

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Rogue moved towards the group of Evan, Kitty, Lance, Fred, and Kurt. Her eyes brimmed with the optic energy of Scott, and she floated with the TK of Betsy.

"Rogue! You don't have to fight us!" Kitty pleaded quickly. But Rogue would have none of it. She bamfed out of their view, leaving them a little surprised.

"Where'd she go?" Evan asked aloud everyone's question.

Rogue ported behind them, head down. She floated back into the air; the others unaware that she was behind them. With a wave of her hand, the five mutants in front of her were sent into a sprawl, bouncing along the ground.

"Fools." Rouge muttered, and flew after them.

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Wolverine landed on the roof of the section of tubes, and immediately extended his adamantium claws, tearing through cords and wires.

Once they were destroyed, the tubes slid open, and the previously trapped mutants rushed out.

"Where's the X-jet?!" Wolverine shouted.

"Observation deck, that way!" Charles answered, pointing to the side.

"Gather there!" Wolverine ordered, but was smashing into the tubes by Sabertooth. The mutants moved back, as the tubes collapsed, sending up a cloud of dust.

"Storm, Magma, Jubilee, prepare the jet. Jean and Bobby, see if you can hold off Scott and Alex. I'll try to get through to Rogue."

Everyone nodded to Professor X, and took off to their designated positions.

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Enhanced Rogue charged after the others in flying mode. Evan tried to slow by launching a flurry of spikes, but she easily directed them to shot through the pillar behind her.

Rogue dropped to the ground, and super sped to the nearest rock pillar, and slammed into it, sending a shower of large chunks of rock flying at her opponents. The momentum carried her with the attack, but she easily teleported away.

Kitty phased herself and Lance through any on coming projectiles. Evan tried to block with his spikes, and Kurt simply teleported out of the way.

Rogue appeared behind them, and let herself drop onto her feet. Then she flung her hand to the side, clenched her fist, and formed Betsy's trademark psi-blade. The pinkish glow glinted off her stern face.

Flipping into the air, Rogue landed next to Lance and Kitty. The rock tumbler pushed Kitty to the side to face the attack himself. Rogue struck quickly, managing to rip through the front of Lance's uniform shirt. She swung again, ripping through his shirt, but this time she managed to nick his shoulder, causing him to stumble backwards.

But before she could perform another attack, Pietro came from behind, and slammed her in the shoulder, causing the enhanced mutant to spin multiple times on her heel before dropping to her knees.

Before he could escape though, she used her TK to hold him in place, and with Sabertooth's claws, she latched onto the front of his uniform. Pietro yanked and tried to pull himself away, but Rogue held tight.

She could smell Kitty coming to help. But with a wave of her hand, Kitty floated into the air.

Pietro used the diversion to his advantage, and yanked away. Rogue claws tore into the front of his uniform. Finally he broke free, as Rogue's grip did not hold. Her claws ripped through more of his shirt, but then he was free, leaving her with only shreds of his uniform. He sped off quickly.

"Betsy! Where are you?!" He shouted from the other side of the room. But Rogue paid no attention.

Suddenly though, she felt Professor X enter her mind. Her hold on Kitty broke, and the phasing mutant dropped into the arms of Lance.

Rouge dropped to her knees, and cried out.

Rogue, please, don't do this. There is no reason to fight. Magneto is only using you. Break free, Rogue!



The enhanced mutant gasped, but then felt dizzy. Soon, everything disappeared as she black out.

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Jean Grey ran with Bobby Drake toward Scott and Alex. Strangely, they hadn't fought any of the other mutants. But they were watching.

Until they saw Jean and Bobby.

Alex fired up his energy blasts, but Bobby released a sheet of ice quicker, which froze along Alex's chest and arms. Scott fired a powerful optic blast, but Jean moved her hands from her temples and flung them to the sides, creating a large TK shield that blocked the attack.

Before either mutant could fire again, Jean knocked Alex into Scott with a wave or her hand, toppling them both.

"Snap out of it Scott!!" Jean ordered, watching as the two mutants regained their ground. But neither of them attacked.

"You and the others are ruining this all!! This was our chance to unite!!" Scott stated angrily.

"You blasted your friends! How united is that?!" Jean scoffed.

"You don't understand. We are the future!" Alex suddenly blurted. Jean looked a little hurt.

"Really Scott? Because if you are the future, then I don't want any part of it." Jean emphasized, and then turned her back to Scott, and started walking away. Bobby followed her after glaring at the two enhanced mutants.

Jean was deep in thought as she walked toward the Professor.

Please Scott, make the right decision. Don't give in.

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The two way battle between Mystique and Magneto continued. Both were mostly unharmed and angry. Spinning metal bars provided Magneto's offense, as Mystique dodged more than she attacked. The magnetic mutant's powers were much stronger, and she had to break a sweat just dodging the dangerous projectiles that he controlled so well.

Mystique back flipped away from one bar, as it smashed through a rock pillar, but the second one was following its predecessor, heading straight for her. But a slimy tongue shot out and snatched the bar in the air, Mystique gasping loudly as the projectile had almost made contact.

Todd bounced in front of her, and snatched the last bar in the air with his hands. Mystique gave a small proud smile, and then charged at Magneto in screaming fury.

But the master of magnetism was ready. He quickly sent a metal computer device straight at a lunging Mystique. The blue skinned metamorph gasped and then grunted in pain, as she was sent spinning through the air.

Straight towards the opened enhancer that Rogue had never shut.

Mystique disappeared inside the enhancer, being trailed by a shouting Magneto. Suddenly, a bright blue light filled the enhancer, and engulfed Magneto.

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Charles Xavier watched as Evan picked up a fainted Rogue in his arms, and followed the others. Fred exploded through the pile of debris blocking the exit, which Ororo, Amara, and Jubilee had mostly destroyed. Everyone barreled through, heading for the X-jet.

The only ones left in the large room were Sabertooth and Wolverine, as well as Scott and Alex. Mystique, Magneto, Pietro, and the purple haired girl were nowhere to be found.

"Charles, I shall help him!" Ororo suddenly stated, as she reentered the room.

"Hurry, Storm."

She did just that, engulfing herself in winds and gusts, making herself into a miniature tornado.

Logan struck Sabertooth twice, but then he was knocked backwards into a rock pillar, where he dropped to the ground. His enemy advanced on him, but the feral mutant was suddenly captured by Ororo's tornado. She smashed him into the wall, and took off as the ceiling collapsed on Sabertooth.

Ororo emerged from the dispersing winds, and didn't need to exchange any words with her teammate. They were instantly on the move, Ororo flying ahead, and Logan sprinting behind her.

Charles exited the room with them, giving the two teenage mutants in the room a last glance.

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"I'm sorry, Jean. We could not force them, they're too powerful."

Jean nodded at her mentor, as he entered the X-jet. But suddenly Scott and Alex came into view.

"Scott!!" She called happily, but then she gasped as the observation deck shuddered. The X-jet leaned to the side, causing the Professor to slide down the passenger area in his wheelchair. Jean grabbed the edge of the door to keep herself from falling.

The circular deck broke off, plunging the X-jet into a freefall towards the ground. Everyone screamed, gasped, or shouted, but Wolverine yanked hard on the controls, and leveled the aircraft just meters from the ground.

Above, Scott and Alex were thrown to the floor by an explosion. Asteroid M started to tilt, and the two teens uncontrollably slid down towards the end of the platform, where they flew off into a freefall.

Scott gently gripped his brother's hand, and they both nodded. Both teenage mutants focused the powers together on the ground below them. Their falling slowed, and a hole in the ground turned to icy liquid.

Scott and Alex splashed down, sending an outwards wave of liquid through the air.

The X-jet descended down to them, until large chunks of debris hit the ground, causing the aircraft to swerve, skid, and drop onto the ground.

"Ready bro?" Alex asked, nodding towards Asteroid M that was becoming menacingly close.

"Ready." Scott answered, and blasted his optic beam next to his brother's bright beams. Both attacks smashed into the bottom of the asteroid. Both brothers strained, and finally, their beams penetrated through Asteroid M just after two metal traveling sphere shot out. The asteroid exploded in a deafening bang and a large fireball.

A wave of red energy surged through Scott, and he suddenly felt weak. The X-men leader dropped to his knees, and quickly shut his eyes.

"Easy Scott, I'm here." Jean assured the exhausted mutant.

"Is everyone okay?" He asked, concerned.

"See for yourself." The redhead answered simply, slipping Scott's ruby shades over his eyes. Scott looked around, seeing his comrades and rivals alike.

"I'm sorry, all of you. Professor, I just...you know, made some bad choices." Scott apologized, looking away.

"More like misinformed choice." Charles replied kindly, moving towards Scott. "But we owe you our lives. You and your brother."

"So what's gonna happen to us?" Todd asked gloomily, laying on a rock next to his three teammates. The three looked unharmed, and the only noticeable things were the two rips across the front of Lance's shirt, and the shredded front of Pietro's shirt.

"I...I think I'm going to join the X-men." Lance muttered.

"What?!" Fred gawked, staring at him.

"To be closer to Kitty, yo. Right?" Todd asked seriously. Lance's nodded, and moved over to the phasing mutant. He slipped an arm around her shoulders, and she pressed her head to his broad chest.

Fred sighed wearily.

"Man Toad, what are we gonna do? Pietro and Betsy are gone. So are Mystique and Magneto. And Rogue's all changed."

"But there were those two metal spheres that shot of that asteroid, yo." Todd replied. Fred nodded, and both mutants started to contemplate on who could have escaped in them.

"Well, so much for Havok." Alex stated to Scott.

"Ah the white hair looked lousy on you anyway." Scott got a smirk from his brother.

"But at least I found you."

"Yeah, I'm glad I found you too." Scott and Alex hugged, and the Professor turned toward Alex.

"In time Alex, your power will emerge on their own. And if you allow, we will be there to help you along the way. All of us together, unified. Because we are... the X-men."

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A/N: A few things first. I did purposely change the Summers brothers' outfits so they wouln't match. And also, the three new mutants are the only ones so far that have joined the X-men. Expect them to end up a little different though. Suggestions and questions welcomed. What you liked, what you didn't like. Please review.