A/N: Thanks to punkcatwitissues, oldprydefan, SperryDee, MoonlightPhoenix3, and Lucas'sgirl for your reviews of the last chapter. I'm changing gears a little just for this next chapter, building on something that I started back in Chapter 6 of this story. I had waited a while to continue this because I wasn't sure how to blend together these various versions of the Marvel Universe into the movie-verse. Anyways, I hope it isn't too horrible…

----------------------------------------------------------

As a late-model luxury car pulls into the long driveway of a rather sizeable private school, it marks a new beginning for the two occupants within. The teenage girls in question are mutants, given superhuman powers by virtue of their unique genetic structures. They have been brought to this school for a reason, to gain a better understanding of the gifts that they were blessed, or some may say cursed, with. At The School for the Gifted located in Salem Center, New York and run by Professor Charles Xavier, other young mutants also learn to use their mutant gifts with the purpose of protecting and defending all of humanity.

Unfortunately, this is not that same school in upstate New York that these two young ladies have arrived at.

"Wonder if anybody's here?" One of the young girls asked, as she carried her luggage from the now departing car and sat it down at the curb in front of the aged building. As she stood back up, she pushed back a strand of long red hair from the front of her face.

"A place this big. There's gotta be somebody around." Another, taller and more muscular young lady with her hair in shoulder-length cornrows said, as she continued on with her luggage. She proceeded to make her way up the numerous steps that were in the front of the school.

As the second girl walked up to the large oak front door, the first girl grabbed her belongings sitting at the curb and followed behind. After a few knocks on the door, they both stood there and waited. As they did, a large plaque on the wall adjacent to the door immediately caught their attention.

"The Massachusetts Preparatory Academy. Established this year of Eighteen Hundred and Fifty-Six, in the township of Snow Valley, Massachusetts."

"I feel so nervous, I just hope that I fit in here." The red-haired girl stated as they waited for someone to answer the door. She looked around and was awestruck at the sheer size of the campus and it's many buildings. She also marveled at the beauty of the surrounding scenery, situated deep in the shadow of the Berkshire Mountains.

"Guess that's the difference between me and you. I could give a damn if anybody here likes me, they just better be smart enough not to mess with me." The second girl replied, "Besides, if there's anywhere that we would fit in, this would be the place."

When the door opened, a middle-aged, dark-haired woman was standing there to greet the two girls.

"Good afternoon ladies, let me take this opportunity to formally welcome you to the Massachusetts Academy. I am the Assistant Head Mistress of this institution, Raven Darkholme. Please, come with me." Ms. Darkholme said, as she led the two girls through the door to the inside of the school.

Despite being built nearly a century and a half ago, the interior of the school still had a 19th century feel to it. Namely, from the granite pillars that had been used as its main support beams, down to the expensive antique furniture that lined the main foyer near the entrance. As the two girls walked on, they stopped as they neared a small group of students that were inside of the foyer.

"Students, I would like to introduce you to two of your newest classmates." Ms. Darkholme started, as she pointed at the red-haired girl first, "Please welcome Angelica Jones, and the young lady next to her, Joanna Cargill. I trust that you will do your best to ease their transition into their new surroundings."

They all stood there for a moment in silence. And then, one of the more 'lively' personalities at the school made her introduction first, as she leaned against the railing at the bottom of a sprawling staircase that led to the students' dormitory.

"I'm Tabitha Smith." A blonde girl said through a mouth full of bubblegum, "But most people around here just call me Boomer."

"Hi." Angelica replied, somewhat timidly. If she seemed shy to her new classmates, it was in part due to the recent experiences she had at her previous school.

It had been a rough time for Angelica over the last few months. After her grandmother died, she had to deal with making the transition to high school in a brand new place. Things were complicated further when her ability to create and manipulate microwave radiation, suddenly and unexpectedly, burst forth one day. It happened while she was at school and ended up causing a small fire on campus. She continued to struggle as she tried to understand and control what was happening to her, both with limited success. As the rumor spread that weird things always seemed to happen whenever Angelica was around, she eventually found herself a complete outcast at her new high school. This was one of the reason's that when Emma Frost, the Head Mistress of the Massachusetts Academy, came to Angelica's home a few weeks after her powers emerged, the timing seemed like it couldn't have been any more perfect. Just as perfect and apt as the codename that she gave Angelica: Firestar.

While Angelica did not seem to exude self-confidence, the same could not be said for Joanna. She had not had an easy life either, but she had developed a survivor's mentality at a very young age. When her mutant ability emerged, giving her super strength and heightened invulnerability, it seemed like a physical manifestation of the strength that she had always felt was within her. And Emma Frost had promised to teach Joanna (whom she had codenamed Frenzy) how to use those abilities to their fullest potential.

"I will leave you students to get better acquainted with one another. Joanna, Angelica, if either of you need me, my office is at the end of this hallway." Ms. Darkholme said as she turned and then headed down one of the corridors of the school.

After Ms. Darkholme was gone, another blonde girl with the group made her introduction.

"I'm Jennifer Stavros. I'm sure you two'll like it here." Jennifer, also known as Roulette to the other students, said as she walked over to introduce herself to Joanna.

"We'll see." Joanna replied with an unconvinced expression, reserving her judgment until she had seen more of this school for herself.

"So what brings you two to 'Mutant Prep'?" Tabitha asked them, as she lifted the sunshades that she was wearing and placed them above her forehead.

"Basically, I came here to challenge myself and try my luck as a debutante." Joanna replied sarcastically, "What do you think brought us here."

"I was talking about your powers." Tabitha replied as she raised one eyebrow.

"Well in my case, setting my high school on fire with my powers got me invited here." Angelica responded.

"You start fires? Sounds like my kinda girl." John Allerdyce, also known simply by his nickname Pyro, said to Angelica as he sat in one of the antique chairs in the room, with his lighter in hand.

"Your kinda girl, huh?" Tabitha said in a very perturbed voice, as she folded her arms over in front of her and walked over to John.

"C'mon, you know I'm just kidding." John said as he leaned in to kiss his girlfriend Tabitha, but was met by her very cold shoulder.

"Uh-oh, looks like lover-boy's in the dog-house now." Another student said from behind John.

"Avalanche, just lay off willya?" John responded in an angry tone.

"Don't get mad at me just because you put your foot in your mouth, again." Avalanche, who was named Lance Alvers, said as he continued to laugh.

"Before you two get started up, why don't we change the scenery and go hang outside in the commons for awhile?" Jennifer suggested to the group.

"Sounds like a plan to me." John answered.

"We'll be out in a minute." Boomer responded as she turned to face Angelica and Joanna, "Let's go put your stuff upstairs, I think you two are rooming together."

As the girls headed upstairs to their side of the dormitory, John and Lance went outside laughing with one another. Lance had made another wisecrack, but was careful that he was out of earshot of the girls.

------------------------------------------

While the newest additions to the Massachusetts Academy were starting to get settled in, its Head Mistress was attending to personal business elsewhere. Emma Frost was aboard her private jet, waiting to take off from Los Angeles International Airport. Her destination was New York City, where she would be attending a very important meeting, with very important people. While permission from the control tower to depart was slow in coming, she kept herself busy by reviewing documents pertaining to a recent business proposal. It was for the corporation that she headed, Frost Enterprises. As Emma sat there, she was a vision of cool, collective refinement, dressed in a white pantsuit that had been designed by one of the top fashion houses in Paris. But, appearances to the contrary, the rich, young, and powerful CEO of Frost Enterprises was not a patient person.

That was not to say that she was a person who rushed blindly into situations without first thinking. In fact, the exact opposite would be a more accurate description of her. Her impatience had more to do with the fact that she saw no need to let anything get in the way of her goals, including what others may perceive as unethical or even immoral behavior. Her viewpoint may have been effectively altered when, at the age of 12, she began having tremendous headaches that would sometimes incapacitate her for hours.

In the following months, the headaches grew steadily worse and no one could figure out what was causing them. That was, until young Emma began to figure things out for herself. Her headaches were caused by her brain trying to filter out a myriad of thoughts flowing through her mind. As the garbled voices began to grow clearer, Emma Frost, descendent to one of the oldest and most powerful families in New England, began to take perverse pleasure in eavesdropping on the thoughts of others. It was this intimate window into what most people would consider the most secret and sacred of places that humans possessed, that Emma began to regard the rules of society as a complete hypocrisy. She thought that it was insane that people would deny themselves what they truly wanted, just because of what they felt to be a moral obligation, and Emma decided that she was not going to be one of those people. When she realized that her telepathic powers also gave her the ability to control what others thought or felt, she used those talents to her advantage. Whether it was simply going on a five figure shopping spree or inheriting a more than sizable portion of her family's assets, despite her siblings, Emma always got what she wanted.  Which brings us back to Ms. Frost's decision to become the Head Mistress of the Massachusetts Academy, and her feelings towards the man whom she had recently formed an alliance with.

"My plan is working to perfection. Magneto thinks that he has found the Holy Grail in his long running soap opera with Charles Xavier and his X-Men, and in his deluded war with the rest of the world in general. He now believes that he has found all of the answers. It's so unfortunate that Magneto has yet to realize that the question has changed, in the meantime." Emma thought to herself, as her jet finally began to taxi down the runway for liftoff.

Emma looked out of her window at a sky that was as cold and as blue as the eyes that were observing it. She then continued on with her silent analysis.

"Erik also believes that his gesture, in regards to Allison Blaire, will assure his position among the Lords Cardinal. What he doesn't realize, is that Ms. Blaire's fate was sealed the moment that she decided to double-cross the Inner Circle of the Hellfire Club. In thinking that the Massachusetts Academy will give him with the young and impressionable army to fight alongside him in his misguided war against humanity, again Erik is mistaken. Despite bringing Lance Alvers and the first defector to Xavier's dream, John Allerdyce to the Massachusetts Academy before he disappeared, when Magneto returns he will see that those students' loyalties no longer lie exclusively with him."

As the plane leveled off at a cruising altitude, Emma sat back and let the pilot's thoughts flow through her, informing her of their estimated time of arrival in New York. She also thought about the future, about the day when she would be the pre-eminent power among the Inner Circle. She knew it would only be a matter of time, considering the potential power at her disposal with the mutants who now resided at her Massachusetts Academy.

------------------------------------------------------------------------------------------------------------

Next Chapter: I'm getting back to what's been going on with Kitty, Peter, Jubilee, and the others. I mean, this is a story about the X-Men after all…

A/N: Before anybody says it, I know Lance Alvers wasn't Avalanche's original name. I just really liked his X-Men: Evolution personality.