Chapter 2.…………..

Somewhere in Minnesota…………… 5:00 o'clock in the morning…………

The leaves in the trees are blowing gently through the wind. The cemetery is quiet, which is nothing sense this is a quiet out of the way place in northern Minnesota. The cemetery is usually empty and devoid of life. Especially at five o'clock in the morning. But there is a lone figure sitting on a gravestone while staring at another one.

The one being stared at simply said, 'Douglas Ramsey. A great friend and loving son.'

What the outside world did not know was this person had been a mutant, for he had died before the whole world found out about the truth on mutants. The figure sitting o the headstone was also a mutant. And he had been there that day that Doug, or as his close friends knew him as, Cypher, died saving Willow's life. Doug's power may have been only learning languages fast but every one that knew him said he had great courage, and he showed that.

Eugene shook his head and remembered that day….

Flashback………..Two Years ago……….. Rural Minnesota……….

The three friends are walking down the street, unbeknownst to the rest of the town that they were mutants. Eugene and his sister, Willow, were walking with their friend Doug. As they were walking Doug was telling the twins what his plans was for after he finished High school.

Then all of a sudden a scream was heard. The three friends looked at each other and then ran to see what was happening. A block later they saw this guy trying to rob a drive through bank teller.

The guy doing the robbing, was tall and had black hair, as well as a black mustache and goatee. He was wearing an all black outfit, that covered him from the neck down, except for one arm, which looked to be covered in green gray scale like bark, and he had claws also. One of his eyes glowed a sickly red color. As the frightened towns people ran, he fired a bolt of concussive thermal force at the armored car.

As the three friends stopped and stared, the side of the armored car started to melt. Eugene shook his head and stepped into the open and said, "Stop right now."

The guy that was also a mutant stopped and turned and looked at the three friends. He then chuckled and said, "Who do you kids think you are to tell Black Tom Cassidy, what to do?"

Eugene looked at Black Tom and said, "They call me Wildcat, this is Minx, and Cypher. But you can call us X-Factor. No stop and step away from the armored car."

Before anything else could happen Minx picked up Black Tom's intent, and she shouted at the others to move, just as Tom shot out another Heat Blast.

The three split in different directions. But When Minx jumped a piece of asphalt that flew up and hit her in the back. Tom saw this and stepped forward and aimed another blast at her.

Cypher looked up from where he had landed and saw what was about to happen. He knew he could not let anything happen to one of his friends, even he had a small crush on. So before even Wildcat, who could teleport, could do anything, Cypher was on his feet and charged Black Tom.

When he did the blast hit him in the chest, but he was able to tackle Black Tom. Tom got up and as he heard sirens coming he decided to run. Eugene saw Doug lying on the ground and made his way to his friends side.

Willow knelt down and helped her brother turn Doug over. When they did they saw that Doug's chest was a mess. Doug coughed and said, "I'm sorry guys."

Eugene shushed him. He then looked at his sister and said, "Willow you should mind wipe the witnesses minds about the powers that was used."

Willow nodded and then placed her finger tips to the side of her head and concentrated. After a few minutes she lowered her hands and said quietly to her brother, "The only thing they saw was that guy throw a couple grenades."

Then the police showed up. Soon after Doug was rushed to the hospital.

Two hours later……………. Local Hospital..

Eugene, his sister and Doug's parents were sitting and waiting in the waiting room of the hospital, for the doctor.

Soon the Doctor came out and took Doug's parents to the side to talk to them. With Eugene's superior hearing he heard everything. He quietly took his sister into his arms and started to hug her as she began to cry over the loss of their friend.

End Of Flashback………….Present……….

Eugene's thoughts were interrupted when he heard the sound of foot steps behind him. He also smelled a familiar scent. So he knew who it was even before she said, "I thought I might find you out here."

Eugene turned his head looked at his sister and said, "Yeah. I couldn't sleep.

Willow nodded and stepped up close to him and placed her arm around him. She then said, "Yeah, it wouldn't have anything to do with what today is it?"

Eugene let out a ghost of a chuckle and said, "That to. Its hard to think that its been two years, today since he died. I still miss him."

Willow shook her head in agreement and then said, "He is the reason we both decided to head out and find the others. That and you wanted to see if you could hook up with Hannah." She said to tease her brother.

Eugene nodded and then asked, "Are the others still asleep?"

Willow nodded and answered, "Yeah. Are you ready to go? I'll drive if you want."

Eugene slowly climbed off of the headstone he was sitting on and reached a hand into a pocket. He then pulled the keys out for the van and handed them to his sister. He then said, "Go Ahead, I want to so good bye."

Willow nodded one last time and headed back to the van. Eugene laid his hand on Doug's headstone and silently said goodbye.

Bayville……….. Later that day…….. The institute…..

All of the younger students were at school. Leaving Scott and Jean some time alone. They were currently taking a stroll through the garden when Xavier 'pathed to them, ~Scott, Jean please come to my study.~ They both 'pathed back a affirmative and made their way inside, and to Xavier's study.

When they arrived they saw that, Logan, Ororo, Hank, and that guy Sean were already in the room Xavier indicated for them to take a seat. After they did Xavier nodded and then passed out a few folders to each of them, except Sean.

Xavier then said, "There are some thing I need to tell you. For now this information does not leave this room. Understood." Xavier waited until they all nodded there understanding. He then continued. "In the folders I have passed out are the profiles of some mutants. If you notice there ages you may wonder why I haven't tried recruiting them before now."

Scott nodded as he flipped through the profiles. He then said, "Yeah, Professor, since these all appear to be older then Jean and I."

Xavier nodded. He ignored the looks he was getting from Logan. He then said, "Actually Scott, I have spoken with the oldest three, about five years ago. When I spoke with them They had their powers for a year or so already. I asked them to come to the institute, but they declined. So before I left I assigned them the team name X-Factor. The reason why none of you have ever heard of them is that when everything started with the Brotherhood and Magneto, I lost contact with them. I have been unable to find them since."

Jean thought a moment while looking at the picture of Wildcat. She then asked, "Professor, Then the image inducer you gave to Kurt, was not meant for him?"

Xavier shook his head no. He then said, "No Jean. The inducer was actually made for the one called Wildcat. When him and the others never showed up, and Kurt was enrolled here I decided to give it to Kurt."

They then proceeded to discuss X-Factor some more.

The Brotherhood House……….

Lance Alvers, aka Avalanche, was sitting in the living room of the Brotherhood house. When Peitro Maximoff, aka Quicksilver, ran into the room. Lance looked up at Peitro and asked, "Where have you been?"

Peitro smirked and answered, "The high school."

Lance sighed and rubbed his face. He then asked wearily, "What did you do this time?"

Peitro ran around the room before coming to a stop in front of Lance. He then said, "I painted Kelly's car, and filled in with chocolate pudding. Then I placed shaving crème bombs in everybody's lockers. Filled the boy's bathroom with chickens. Then I went to the X-Geeks place and trashed their rooms."

Lance shook his head and muttered, "Now we're in trouble.

Bayville High School……..

The halls are quiet when all of a sudden there is a series of pops and white foam started to leak from all of the lockers. A teacher just walked into the boy's bathroom when he came out and shouted, "Why are there chickens in the bathroom?"

After school that day, Principal Kelly walked out to his car when he noticed that was painted a very bright pink. Kelly shook his head and opened the door, that's when brown pudding started to flow out of it. He then started to scream.

The Institute……….

After every came home from school they all went to their rooms. That's when they noticed that their rooms were trashed. In a spilt second they all knew what had happened and all that could be heard is several voices screaming, "Quicksilver!!!"

Brotherhood house………..

Peitro ran upstairs and knocked on Todd's door. When Todd opened it He asked, "Yo, what is it?"

Peitro handed him a box. He then said, "Go ahead open it."

Todd shrugged and then opened the box. It was filled with girls underwear. Todd asked, "Where?"

Peitro did not let him finish. He said, "The X-Girls." They both started laughing.

One of Magneto's hidden bases somewhere…….

Remy LeBeau, aka Gambit, was sitting staring at his fellow members of the Acolytes, St. John Allardyce, aka Pyro, Peter Rasputin, aka Colossus, and Sabretooth. Remy then said, "They are the only ones that can find Magneto. I say that we go to them and ask them nicely for help."

Sabretooth growled and then stood before he left he said, "You go ahead and go running and ask Baldy for help. I'm out of here. I can find people to kill without Magneto's help." He then started to leave.

Pyro stood and said, "I'm with the giant fur ball. I'm out of here." He then left also.

Gambit shook his head and placed his head in his hands, he then muttered, "I wonder if Xavier would allow me and the Russian to join them?"

South America…………. Energy bubble……..

Apocalypse floated through his lab, checking equipment. He then looked down at the mutant laying on the operating table. He then said, "Now you are better suited to be one of my Horsemen. From now on your name will no longer be Magneto, You are now War." He then turned to three other mutants standing against the wall.

The one formally known as Mastermind, now known as Pestilence. A skinny and very ugly mutant called Famine. And last, a blue skinned, blonde haired mutant with a pair of large metallic wings growing out of his back. He called himself Archangel. Apocalypse called him Death.

Apocalypse said, "Death, dress your new brother in his new armor. Then when you are done all of you come to the main area."

The three against the wall said, at the same time, "Yes Lord Apocalypse."

TBC……………