Thanks to:

Lyranfan – Thanks! There will be lots of twisted Jott/Scogue, hee hee!

Furygrrl – I had an excellent time, thanks! Whether or not Jean ends up with Scott, only more chapters will tell…but she will make a play for him.

XXX-Goth-Gal – Of course I remember you, you gave me some of my best reviews! I hope you like this one as much as 'Manipulating' :)

Oceanbang – I tried to describe the Astral Plane like it was seen in the comics. And more Mesmero right here!

X0001 – It's gonna follow the series to some extent too, glad you like it!

LadyEvils – Rogue wouldn't take this kinda thing lying down I'm sure!

Enfant-terrible – Glad you liked it!

King-Cold – Jean's just gonna get more and more evil hahahaha!

Kurrtyscogue – Jean's gonna let Rogue know what she's doing with her body, if just to rub her face in it :)

DemonRogue13 – Glad you liked it!

Disclaimer: I don't own X-Men: Evolution. It is the sole property of the magnificent and handsome Mesmero!

Author Note: I've had a few problems posting this chapter. If it looks bad, no spaces or paragraphs or whatever, please let me know and I'll take it down and wait for the site to be altered!

===========================

"Nice weather for it," said Lance as he glanced at the sky. Black clouds were gathered overhead and the wind was cold. "Shoulda asked Storm to sort it out."

Kurt put on his best Ororo voice. "Unless it's strictly necessary, it's best not to upset the delicate balance of nature."

"That sucked," said Evan good-naturedly.

"C'mon Lance!" Kitty pulled at his arm. "I wanna go check out what's here!"

"I dunno Kitty," said Lance with mock seriousness. "If Kurt gets to rescue Wanda from Magneto with broken ribs, then I should be able to try the test-your-strength machine …"

"No way! Mr McCoy'd like, kill me! I'm supposed to be keeping an eye on you and that means you have to take it easy."

Kitty dragged Lance away from the group.

"Check that tent out!" Kurt pointed out a poster with a hand painted on it, an eye in the centre of it. "Ze Amazing Mesmero. A hypnotist! C'mon, let's go see if he can make Scott think he's a duck!"

Scott shook his head, smiling. "No way."

"It'll be fun! Help me out here Rogue!"

"Ah don't think so. Ah've had enough people messin' with mah head already."

Evan grinned. "I'll go, but only if he can make you think you're a duck!"

"No way! Ze fuzzy one cannot be hypnotised!"

Scott watched the pair head off and turned to Rogue. "Wanna have a look around?"

"Sure."

Jean had decided to tone down Rogue's look that night – she was so damn tired of looking like a walking corpse. The eye shadow had stayed but the lipstick was gone. She'd decided on black jeans and a purple top, not far enough from Rogues typical look to arouse suspicion but still closer to her own style. Scott was way to straight to appreciate the Goth look and it would have to go in the end.

Briefly, she thought about Pyro. He'd been a lot of fun and surprisingly romantic, although she couldn't take him anywhere in case he set something on fire. The Acolytes would have missed her by now, although if they'd found out what had happened to her, she wasn't aware of it. But that was in the past now. Irene had foreseen her being an X-Man and Scott's girlfriend, a fate that had been stolen from her; she was reclaiming her destiny even if she had to do it as some one else.

"Have you told anyone else about controlling your powers?" asked Scott.

"Not yet," replied Jean. "Ah'm just not ready."

"You're lucky." Scott stared off into the distance. "I wish I didn't have to wear these shades all the time, but there's no chance I'll ever be able to control them. The plane crash left me in a coma and the Professor thinks the ability to control my powers was damaged at the same time. Magnetos enhancer gave me control for the first time and when it blew and the radiation hit us, I felt like I'd been cheated. Sometimes I wish I'd gone with him and Jean and Mystique just so I didn't have to open my eyes and see the world in shades of red anymore."

Jean skimmed quickly through Rogues memories of Asteroid M to find out what had happened after the X-Men had escaped it. "You did the right thing Scott. You saved our lives."

"I wouldn't have done it without you. You did a pretty good job of being my conscience. And the enhancer did one of us some good – if nothing else, absorbing Jean let you touch. I'm happy for you."

Jean gave him a shy smile and Scott looked back at her thoughtfully. He seemed about add something else, but they were interrupted by the sudden arrival of Ray and Amara.

"Hi Scott, hi Rogue." Ray looked to the sky as the first drops of rain fell. "What about this weather, huh?"

"Lousy. Like your timing." Scott folded his arms and pretended to be interested in Rays exploits on the hook-a-duck. Jean zoned out of the conversation, mentally scanning the area. She could sense the person watching her, but they were somehow protected. She couldn't read their mind. There seemed to be no intention to harm her, but there was something malevolent there nevertheless…

"Hey Rogue, did you see what I won on the hook-a-duck?" Amara thrust a fluffy pink chicken in her face and Jean dismissed her concerns. If the watcher didn't try to hurt her, then just let them watch.

===========================

"Rogue, wake up!"

"Whuh?" Jean poked her head out from under the blanket and took a moment to remind herself who she was supposed to be before registering the look on Lances face. "What's up?"

"Kitty's gone! We can't find her!"

"Oh for – wait, I'll scan for her." Jean did a sweep of the building and frowned. "That's odd. She's not in the mansion."

"That's what I just said!" Lance grabbed her arm and pulled her out of bed, too agitated to notice that he'd just made contact with her bare skin without coming to any harm. "We're going to the Brotherhood house, see if they've got anything to do with this. The Professor's on Cerebro…" Lance trailed off and clenched his fists. "If some one's taken her, I'll fucking kill them."

"Go get the jeep. Ah'll be down in two."

Lance ran from the room and Jean pulled on jeans and a long sleeved top, grabbing a pair of gloves from the dresser as she opened the window and flew out, landing beside the jeep as Lance ran out of the mansion and threw himself into the drivers seat. As they sped off, Jean noticed the other students searching the grounds and calling Kitty's name. For a moment she wondered if the girl had run away, then dismissed the idea. Kitty wasn't the type to leave for no reason and she would never have gone without Lance, she was too dependent on him.

Lance did a handbrake stop as they pulled up outside the Brotherhood house and was out of the jeep before Jean could even undo her seatbelt. The ground shook as the boy stormed up to the house and threw the front door open. Jean flew after him quickly, before he got into any trouble. If he got beaten up, no doubt she'd get the blame.

Pietro stood in the hallway, grinning at them. "Lance, Rogue. Get tired of living with those losers and decide to come back?"

Todd hopped out in front of him. "Since when does Dracula's Daughter fly yo?"

Paying no attention, Lance grabbed Toad by the front of his short and slammed him into the wall. "Where is she?"

"GAAAH! Who?"

Lance glared at Todd angrily. "Kitty! What did you do with her…"

Fred lumbered out of the kitchen, grabbed the back of Lances shirt and yanked him backwards. Toad fell to the floor and quickly got out of the way.

"Put him down Blob!" yelled Jean.

"Back off Rogue, or I'll blast ya!" Tabby appeared at the top of the stairs, ready to throw some bombs if the girl moved.

"Why're you here?" asked Pietro.

"We wanna know what you did with Kitty!" snarled Lance.

"And you think she's hiding here?" Toad grinned. "Let's look! Here Kitty. Heeeeeere Kitty-Kitty-Kitty!"

"Knock it off Todd," said Tabby. "She's not here. We haven't seen her since Pietro got back."

"Maybe she took off with Forge," snorted Pietro.

"Wait," said Jean. "Forge is missing? Since when?"

"About two weeks," replied Tabby. "Took all his stuff though. Probably ran away."

"Somebody might have taken them both," said Lance.

"Ah don't think so," replied Jean. "Kitty didn't take anything with her, ah don't think they're related." Jean didn't add that she knew something about Forge and Mystique that the other X-Men, Rogue included, didn't. If Forge was missing, she had to assume he'd freed Mystique.

"Well, she didn't just vanish." Lance stomped toward the door, turning back to the Brotherhood before he left. "If I find that you're involved in this, you're gonna wish you were never born."

Pietro smirked. "Ooooh, we're shaking."

In response, Lance set off an earth tremor that shook the building to its foundations. Toad wailed. "You just had to say it!"

============================

Kitty eyes the gates to the museum, equally as sturdy as the ones at the mansion. Still, no gate was a problem for a ghost. She phased through them and headed toward the main building, passing through walls and alighting the staircase. On the second floor she found what she was looking for. Under the unseeing eyes of the many tribal masks on display, she put her hand through one of the display cases and removed a large ruby ring, which she placed carefully inside a pouch. A noise outside distracted her momentarily – two police cruisers, alerted by a silent alarm. She phased through the floor and then through a wall at the back of the building, slipping away unseen.

================================

Lance burst into the Cerebro room. "The jet's prepped. Let's go."

"There's no point," replied Beast calmly. "After she stole the ring, she obviously left."

"How do you know?"

"Because Cerebro has detected a fleeting use of her powers by the train track. I believe she's on the move,"

"Oh shit!" Lance put his head in his hands. "What is going on with her?"

"We'll find her Lance, I promise." The Professor put his hand on the boys arm. "We simply must wait for another lead."

"And when we find it, you'll have to stay at the mansion," added Beast.

Lance looked up in a hurry. "What!?"

"You're supposed to be recuperating from your injuries," Beast reminded him. "You'll be no help at all if you end up back in the med bay. Besides, when it comes to Kitty you're not exactly…objective."

The snarl that Lance gave was reminiscent of Logan at his most pissed off.

"We will let you know what's happening," said the Professor.

Lance stormed off to his room, aggravated beyond belief. Sure, his stitches were throbbing like a bastard, but him and Kitty were a team – he'd promised he'd always look out for her and he couldn't do that stuck in the mansion. He debated just taking the jeep and heading down to Boston himself…but Kitty wasn't in Boston anymore. He had no idea where she was.

He brooded on the topic until past midnight, growling at the other X-Men when they came to check on him but brought no news, until he fell into an uncomfortable doze at the end of the bed, still fully dressed.

Jean was awoken when her telepathy detected Kitty's presence in the Institute. Not leaving her bed, she tried to read the girls mind only to find an image, a bald man with facial tattoos.

Some one ELSE is in her mind!

For a moment Jean debated waking up the Professor or Lance and letting them know – then she rolled over and went back to sleep. Why spoil the fun?

Kitty wandered the halls of the mansion until she got to Kurt's room. The boy awoke and sat up, looking at her expressionlessly. His abilities would be needed for the next stage of the operation.

=========================

"Professor, wake up!"

Xavier opened the door to his bedroom, seeing Scott outside looking pale and worried. "Now Kurt's gone too!"

"Kurt?"

"Lance is checking security to see if he left through the doors…"

"…But he doesn't have to," finished the Professor grimly. "Gather the others. We need to know where he went and if he's with Kitty."

Scott ran to rouse the other X-Men, only to find most of them already crowded around the Beast as he typed rapidly at a computer keyboard. Ray busied himself at another, searching through pages of information. Lance paced the room; occasionally shooting dirty looks at the large screens. The security system had told him that Kitty had arrived at the mansion during the night but hadn't left through the gates, meaning that she had phased. Or teleported.

Maybe she's run away with him, maybe she's finally realised that you'll never be good enough for her…

He tried to rid himself of the thought, knowing that Kitty would never do that to him and the theft of the ring in Boston proved it, but the idea refused to leave his mind for long.

The Professor wheeled into the room just as Ray grinned at the computer he was working at. "Bingo!"

"What? Where is she?" Lance hurried over and saw Kitty stood beside Kurt in his holographic form on the screen. Their surroundings were busy and businesslike.

"We've got a match on one of the face recognition scans." Ray's voice was serious but he couldn't hide the underlying self-satisfaction.

Xavier glanced up at the screen. "Where?"

"Airport surveillance."

Lance hit the back of Ray's chair. "Where are they going?"

Beast frowned at his computer terminal. "Cross-referencing ticket sales with the exact time that image was recorded – it looks like New York City."

"We're already gone." Lance headed toward the door, only for Scott to grab his arm before he could reach it.

"You can't go," Scott reminded him. "You've only just got out of the med bay."

"Screw you!" Lance glared at the team leader. "Kitty's my girl and I'll look after her!"

"And you're both X-Men," replied Scott. "When you're with the X-Men, you're never alone. We'll find her."

"He's right," added the Professor. "Scott and Logan will go after them."

"I have to go! I promised Kitty – "

"She'll be fine," said the Professor. "We'll get to the bottom of this, don't worry."

==========================

In New York City, the streets were quiet. Too late for those leaving the nightspots, too early for the people who worked at the crack of dawn. At the NYC Township Bank nothing moved. Nothing – until a whiff of sulphur announced the arrival of two people in the alley beside the building. A cat hissed and raised its hackles but the pair took no notice. The cat fled as they vanished, a puff of smoke the only sign they had ever been there.

Inside the building, cameras turned to track the movements of the intruders, or tried to. They teleported swiftly, as one motion sensor went to track them they were already gone. A final teleport took them into the vault.

The vault was home to the many safety deposit boxes with which the bank was entrusted. Kitty rummaged around in several of them, phasing her hand through the steel but coming up empty. Finally she put her hand through a box and discovered what she sought, a second ring. She examined it momentarily before placing it in the pouch alongside the first.

A noise penetrated the sanctuary of the vault - an explosion, a large one followed by muffled blasts which signified one thing; company. Kitty and Kurt turned to the door of the vault as it blasted inward, revealing Cyclops and Wolverine behind it.

"Kitty, Kurt, it's us," said Cyclops, trying to placate them. "Take it easy."

Kurt took hold of Kitty's arm and they teleported away without a word.

"Quick, back outside," barked Logan and the pair sprinted back through the bank and onto the street. There was no sign of their errant teammates, although Logan scented the lingering odour of sulphur that marked Kurt's teleporting.

A noise caused them both to look up. Disbelievingly they saw the X-Jet rise from the roof of the skyscraper they'd landed it on and fly away, leaving them stranded.

Logan growled. "This is starting to get me seriously upset."

==========================

"There are three of them," said Beast as he examined the screen. "Early Hung Dynasty if I'm not mistaken. The second ring has been kept in a safety deposit box."

"Hmmm, let me guess," said Xavier, staring into his coffee. "In the Township Bank?"

"Until now."

Xavier fought a yawn. Searching for the missing students was taking its toll on him and Logan still hadn't reported back to them. The other students were asleep, save for Lance who was glaring at the computer as if it had personally wronged him. "Where's the third?"

"Still looking."

The Professor looked up suddenly as his telepathy detected the minds of the two renegade students in the mansion. "Kitty and Kurt. They're here!"

"They are?" Lance raced for the door.

The Professor tried to probe Kitty's mind for a clue about her behaviour – but merely found the image of a bald man with a tattooed face before he was ejected. Grabbing his head he glanced at the door, where both Lance and Beast were vainly attempting to get out.

"The doors," said the Beast urgently. "We're sealed in!"

None of them could see the control panel on the other side of the door, which was a charred, smoking ruin, but the Professor could sense the minds of a further two students under the control of the bald man, leaving the mansion with Kitty and Kurt. Helpless to act, he could only send a telepathic alert to the few remaining occupants of the Institute, asking for their help.

===========================

"Is that the guy you saw in Kitty's head?" asked Jean as she looked up at the picture on the screen. She knew the answer of course, but she didn't want him to know that.

"It is, Rogue," replied the Professor. "Now I'll have Cerebro scan its mutant profiles to find a match."

"Don't bother," said Lance from behind them. "I know that face – the Mindbending Mesmero. He was in Bayville last week with that Circus of Mystery I took Kitty to."

Professor Xavier frowned. "Then we need to attend their next engagement."

At the computer, Beast stopped his frantic typing. "Professor, the last remaining ring? It resides in Washington DC."

"No way am I staying behind this time," said Lance.

"You're in no condition to go on this mission," replied the Professor sharply.

"If anyone can talk sense into Kitty, I can!"

"She can't break free of this mind control without the aid of telepathy."

"I'm not staying here while she – uh!"

Jean slipped the glove back on while the Professor and the Beast stared at her and at the boy crumpled at her feet. "We don't have the time to argue with him. Ah know ah shouldn't, but he'll be fine in a while."

"We'll discuss it later," said the Professor, hiding his worry. "Let's go."

==============================

"There they are!" Scott pointed to the four figures on the ground. Apart from the four X-Men the area seemed deserted.

"Try to keep them occupied," said the Professor as he brought the Velocity down for a landing. "I've got an appointment with a mutant named Mesmero."

"Ah don't like this," lied Jean as she undid her seatbelt. "They're our friends!"

"We just gotta subdue 'em," replied Logan as he headed for the exit. "No one has to get hurt."

"Yeah?" Scott looked at their expressionless opponents. "Try telling them that."

The rain began falling as Beast began a lazy gallop toward the group, picking up speed as he got closer. Kurt stepped forward and scurried up a flagpole, Beast chasing him. Kurt tackled the teacher and they fell. Before they could hit the trailer below, they teleported to the roof of a tent, then to the ground.

"Come on Kurt," said the Beast urgently. "Don't fight me!"

Evan shot a bunch of spikes at Jean and she backflipped away to avoid them, grateful for Rogues agility. Evan chased after her, shooting more spikes as he advanced.

"Rogue! Look out!" yelled Scott.

Jean dodged a few more spikes and telekinetically deflected the others. But there were so many of them, it was impossible to avoid them all. She found herself backed up against a trailer, two pikes flying toward her head. Before she could use her powers to knock them away, a red beam obliterated them. Jean watched as Cyclops turned his gaze on Evan, blasting the ground beneath him and throwing the boy into the air. Evan landed heavily, all the fight in him gone. Victory was short-lived however, the earth beneath Scott's feet churned and spat up scalding-hot chunks of dirt and causing a minor earthquake.

Amara stepped forward, untouchable in her Magma form. She discharged more lava bolts at the ground around Scott, causing him to fall. Jean threw the girl across the field with her TK, not worrying about being gentle. The younger girl collided with Xavier's wheelchair, knocking it over and shocking Amara back into normal form, which was fortunate for the Professor as she landed on top of him. Cursing under her breath, Jean headed over to them.

Logan could smell Kitty nearby, but not see her. He knew she was close – then she rose from the earth like a ghost and looked at him blankly. Logan popped his claws and snarled menacingly, but she didn't even flinch and he sighed and retracted his claws.

"You know I could never hurt ya…"

Without warning, Kitty kicked him in the shin. Hard. Ignoring the mans yells and curses she phased through him and walked away as Logan grabbed his leg. "This is why I don't like to play nice!"

Xavier struggled out from beneath Amara's inert body and saw Kitty heading for Mesmero's tent. "Kitty, stop! Fight it! I'll deal with Mesmero, just don't give him what he wants!"

Kitty didn't even look at him.

Jean ran up behind her. "Oh no you don't!" She put an ungloved hand on the girls face and triggered Rogues powers with a grimace. Absorbing Lance had shown her that the process was unpleasant, but if she was going to pass as an X-Man after everyone had seen her do that then this was something she had to do. "This ain't gonna be easy on either of us…"

Taken by surprise, Kitty threw the pouch containing the three rings toward the tent before succumbing to unconsciousness. She slumped against Jean who stepped backward and let her collapse into the mud.

"…But mostly you." Jean shook her head in wonder. She was still astonished at the speed Rogues powers left the victim helpless.

Behind her there was a chuckle. She spun around to find Mesmero standing there, the pouch in his hand. She hesitated for a moment, wondering what to do.

"Mesmero!" said Xavier. "You may have been able to control their minds, but can you handle mine?" He unleashed a psychic blast and Mesmero held his head, staggering backwards before recovering.

"You have no idea who you're messing with Xavier."

The psychic blasts Mesmero let loose knocked the Professor flying. Jean had a sudden jumble of images in her head, something about Egypt and time and a sensation of immense power – then it was gone and Kitty was moaning, beginning to come to. Jean knelt to help her up.

"What's going on?" she asked in confusion. "How'd we end up here?"

"Sure," growled Logan, massaging her injured leg. "Now you're all better."

Scott helped the Professor back into his wheelchair while Jean used her TK to tear the tent apart. "Hey!" she said, startled to see no sign of their opponent. "Where'd he go?"

Beast addressed the Professor. "Are you alright? Did Mesmero hurt you?"

"Not Mesmero Hank." The Professors tone was grim. "Mesmero was just another puppet, like the students. There was some one else pulling the strings, a mind more powerful than anything I've ever encountered."

Logan frowned. "What could he possibly want with those rings?"

"I don't know – but I doubt we'll like the answer."

================================

Author Note: I'm aware that the programme hinted that Jean was the only one who was under Mesmero's control and she used her telepathy to coerce the others. But because it wasn't expressly stated I'm choosing to believe that he actually hypnotised them all.