All characters of this fic are the property of Kids WB and Marvel comics. I am making no money.

Las Vegas Nevada...

Remy LeBeau walked into the casino flanked on his left by Victor Creed, and the right by Jason Wyngarde.

"So mon ami, you sure that they are here" Remy asked Creed.

"Look the nose doesn't fool, I can pick up both the white haired kid and the blue elf around here" he assured him. "And I can tell they aren't alone, they were with someone I can't smell, so it has to be Mystique" he growled and then pointed them in the right direction.

"All right pan out then" Remy ordered and the three each walked around in separate directions.

Mastermind headed over to a dark bar to scan the bar when he was tapped on the shoulder. "What's your order" a girl asked.

"I'm fine" he said as the girl stared at him. She didn't leave. He turned over her again and said. "I told you I'm, wait a minute your" he began before she touched his face and he passed out. To the passers by he looked like a passed out drunk. The girl walked into the shadows and changed shape into Rogue. She took out a phone.

"I've got his powers, be ready" she said then her eyes glowed like Mastermind's often did.

Remy was looking around the casino when something caught his eye. He turned and saw Rogue waving at him. "Catch me sugah" she said before running around a corner.

"Creed come on" Remy said. "I saw them" he told him and the two ran down past the corner reaching into a certain corridor. They ran down till they reached two ways. They each looked and saw Rogue on each side before she ran down a corner. "This way" Remy said.

"Whatever kid, she went this way" he growled and the two ran in separate directions.

Sabretooth ran to the end of the corridor and saw the girl run again. He chased after her into a room but it was empty. He went and sniffed. "Wait a minute, that don't smell like Rogue, it smells like..." he began before a pair of glowing eyes came from behind him and attacked him. It was Nightcrawler who jumped on his face and tore at it before Sabretooth threw him aside. "What are you stupid punk, you can't beat me" he growled.

Kurt glared at him then smiled. "Yes I know, but can you say distraction" he sneered before Sabretooth fell to the ground in pain as he was electrocuted from behind. Mystique emerged with some sort of electrical weapon and smiled. "Good work son" she said. "Now take your new Daddy to the plane" she ordered.

"Yes mother dear" Kurt responded and grabbed Victor and teleported.

Mystique smiled darkly before exiting.

Meanwhile Remy had wandered down another hall into the basement where he found Rogue curled up on the floor crying. "What wrong petite, your friends be missing you" he said and went to grab her when she vanished. From behind he was grabbed by a hand and fell to the ground.

"Sorry Petite" Rogue smirked. "But you have to go to sleep" she said.

Mystique entered. "Good work my daughter," she said and Rogue nodded.

"Mom can I keep him, we can reprogram him too" she smiled and gave Mystique a look pleading.

Mystique sighed. "Fine, but you have to clean up after him" she said when Kurt appeared.

"He is restrained Mother, all he needs is to be reprocessed" he told her as she smiled and he took the hands of Rogue, holding Gambit, and Mystique then teleported into thin air.

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Back at the mansion Emma Frost sat in a chair restrained and collared. She woke up and realized where she was. Standing in front of her were Magneto, Angel, and Colossus.

"You better let me out now, or when I do get out you'll be sorry" Emma sneered at them. "Magneto what's your game, this is Xavier's mansion, yet you stand in it, and you have his brats doing your dirty work. You've taken over here and you intend to take over my Club as well with your spies" she glared at Warren.

"Oh Frost always so suspicious, you think you have everything figured out don't you" Magneto sighed. "Well I will tell you we have you because we need your services, and you will cooperate, why I am here with X-Men is a long story but lets just say we are sharing information and resources, and as for our winged friend there, he ended up here by mere twist of fate I guess" he told her then started to walk off. "Russian when the girl is done reprogramming the device summon me and not before" he told Piotr before leaving.

Warren just sat there and sighed. "Look Emma, I didn't want it to end up this way, I don't like him anymore then you do. But I'm helping the X-men, and I couldn't stand by and let you kill those kids" said.

Emma just frowned. "Your still a traitor Worthington, so save your breath, I won't soon forget what you have done" she snapped and shook her chair with no avail.

Piotr watched and looked at Warren. "So.. she has much anger does she not" he stated.

Warren smirked. "You have no idea, this is a good mood for her" he said. "So you from Russia" Warren sighed trying to make small talk.

"Yes" Piotr responded then said nothing else and Warren just sighed as they sat and guarded Frost.

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Kitty Pryde typed away at the computer screen as she attempted to program Cerebro to close in on only specific mind frequencies. She sighed hitting the keyboard in frustration. "God damn it" she frowned.

Bobby Drake soon came in with a tray of food. He set it down. "Easy there what's wrong" he asked.

Kitty sighed. "Oh it's just this whole programming thing. Its so hard, and stressing. I guess I'm not as smart as I thought" she sighed.

Bobby rolled his eyes. "Your only problem is your stressed out, and you don't have enough faith in yourself" he explained. "Now first eat up" he said sticking a slice of veggie pizza in her mouth.

She chewed. "Veggie my fav" she smiled but then sighed. "Sorry I'm still can't relax. I mean I have to get this done or we'll never find the others, and we have to trust these people and.." She began to rant when she felt Bobby massaging her shoulders. "Oh never mind that feels good "she sighed in relief.

Bobby grinned. "So you like that. Yeah I used to do this for my Mom when she was stressed" he explained. "I thought it might help" he said and continued then let go.

Kitty nodded. "Well it was till you stopped" she joked. "Please do more" she said and he complied.

"Tell you what, while you program I'll rub" he said as he rubbed her again. "Deal?"

Kitty nodded and got to work. "Definetely" she said as she programmed some more.

"This is so awesome" she thought to herself. "A cute boy actually wants to rub my shoulders" she thought then sighed in relief and typed away, continuing her programming.

"Wow she really likes it, maybe she likes me," Bobby thought as he continued to rub her shoulders.

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In dark laboratory full of chemicals, machines, and video screens a dark figure sits in a chair overlooking many screens. A pair of yellow eyes appear behind him.

"You wanted to see me" Mystique asked as she appeared to the man.

The man smiled. "Yes Mystique, I have thought of a proposition that benefits our entire little group," he explained. "You see, if those two brats want to find their X-Men so badly, I say we give it to them and in a way they will not much like" he explained.

Mystique nodded. "I'm listening, what are you proposing" she asked him.

The man came out of the shadows; his skin was chalk white and his eyes red. "Quite simple my dear. We get into the Xavier Institute and take over as the X-Men," he laughed. "And I know just the person who can help us get in" he laughed and Mystique's face made an evil smile.

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At the Brotherhood House Pyro sits on a chair in the living room fiddling with his lighter and laughing like his idiot-self. Toad approached him.

"Yo Pyro why you hanging round here anyways" He asked. "I mean why ain't you with your Acolyte buddies."

Fred entered with a sandwich at that moment. "Yeah he makes a good point, aren't they all hanging at the mansion."

Pyro shrugged as he continued to flick his lighter on and off. "Eh mates, truth be told you're more my type of people" he said. "I mean the Acolytes are all so boring and serious, cept Gambit but he thinks he's so cool."

Tabitha smiled and hopped into his lap. "Oh we are, are we" she smirked.

Pyro grinned sure babe" he said. "So anyways, the bosses daughter isn't hurt, I mean oye the boss be pissed if she was. I'm sure that metal head and the two X-Geeks squealed on us for running, so he's already plenty pissed."

Tabitha shrugged. "Yeah I think so, Lance has been watching over her, he likes her I bet."

Fred rolled his eyes. "Duh, even I realize that. Wait did I just insult myself?" he asked scratching his head.

"Yep" Todd grinned. "You better stop, it's Pietro's job to dispense with the insults. Hey where is whitey anyway" he asked.

Pyro shrugged. "Yeah I put the mate in his bed after he went all wonky during the fight and he hasn't left since" he said. "Acting all weird but whatever" he said. "What's on the tellie" he asked and flipped it on.

As the Hood watches the TV, Pietro sits in his room staring darkly into space. "Never good enough" he mumbles as the voice of Empath repeats in his mind. "Never good enough, just a failure to him" he said in a trance then his face became angry. "And those others are it's not fair" he frowned.

A black raven appeared on his windowsill then flew over to his bed. Pietro looked at the bird confused until it started to change. "Mystique" he sneered but instead it changed into Rogue in a black outfit just like Mystiques. She smiled at him.

"Hey Sugah, I've been listening, so your upset that Daddy doesn't love you huh, that he only appreciates others, those unworthy like I don't know Kitty, or maybe Drake. I mean he let them on his team" she said.

Pietro in his blind anger nodded. "Yeah what's your point, what can I do" he frowned.

Rogue smiled. "Oh I'm glad you asked. Cause I have a way for you to get back at all of them" she told him.

He nodded. "I'm listening"

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Later on back at the mansion, Bobby was still rubbing Kitty's back in a continuous motion as she typed. They had both been quiet and lost in their thoughts as she worked and he worked on her. In Bobby's mind were thoughts of being with Kitty and holding her and kissing her, he had fallen into a fantasy when suddenly the silence broke.

"Done!!!" Kitty yelled happily breaking Bobby out of the zone.

"Huh what" he asked.

"I'm like done, you know with the program, I got it so Cerebro will only allow Frost to seek out the minds we want" she said.

Bobby nodded. "Oh yeah great, good work" he said kind of disappointed that the work was done and he couldn't rub her back anymore.

Kitty smiled. "Like thanks, but I couldn't of done it without your contribution" she winked and kissed him on the cheek. Before he could react she grabbed him. "Come on, we have to go tell the others" she said and phased him through the floor to his surprise.

She phased them through the walls till they reached the room Piotr and Warren sat guarding Frost. "Okay it's time "she said as Magneto entered.

"Excellent" he said and used his powers to lift the metal chair and carry it as the group walked over to the Cerebro chamber. They walked in and Magneto set the chair down. Warren let Emma out of her restraints.

"No funny business" he looked at her as he went for her collar.

"Of course not darling" Emma said. "Even if I knocked the four of you out, Magneto can block my powers and he's more likely to kill me then any of you" she said. "But as understood you will release me when you are done" she asked.

Magneto looked at her. "Yes" he nodded and Warren removed the collar. Emma entered the chair and put the helmet on. The others exited and went back to the computer room, where they could monitor her search, with the connection that Kitty had set up earlier. Suddenly the doorbell ring. Bobby activated the door cam to see that Pietro was at the door, he looked hurt or something.

"Wow what happened to him" Bobby commented as Magneto looked on.

"Father, help me" Pietro called out. Magneto started to head out. "I must attend to him, continue with the search" he said.

Magneto headed up the elevator and went to the main door where Pietro stood. "My son what has happened" Magneto asked.

"Oh you'll see" the boy grinned before using his powers to steal his father's helmet and speed off.

Magneto was very confused but before he could react he was hit with a psychic pulse and the powerful mutant fell to the ground unconscious, a shadow of a female rose over his fallen body.

"That takes care of that" a female voice said as a blast hit the security camera destroying it.

Back in the control room Bobby saw the feed was lost. "What happened to the camera" he frowned.

"This does not seem good" Piotr said. "Something might have happened," he told them.

Warren nodded. "Yeah I don't like it either" he said. "How's Frost doing" he asked.

Kitty looked over. "It seems she's been able to detect the general locations of Amara, Dr. McCoy, Ms Monroe, and Logan, but she's still looking for Jean, Scott, Kurt, Rogue, and the Professor" she explained.

Bobby nodded. "Well maybe you should stay here Kitty, the three of us will go and see what happened down there" he said and Piotr and Warren seemed to agree.

Kitty nodded. "Be careful" she smiled at him and Bobby winked at her.

"But of course" he said and the three rushed down as she continued to monitor Frost.

When they reached the entrance there was no trace of Magneto or Pietro. "Where'd they go" Bobby said as he looked around.

"Careful" Piotr said grabbing his shoulders. "This could be a trap of some sort" he advised.

"Yeah we better stay on our toes, especially if someone was able to take down Magneto" Warren said. "We better split up and look around" he said and the other two reluctantly nodded. Bobby went to the eastern part of the grounds, Warren flew over the west, and Piotr walked straight down to the gate entrance area.

Bobby walked down to the garage with his guard up and looked around. "Well I don't see anything round here" he shrugged when he heard something from behind him. "Hello, Colossus, Warren "he called out.

Meanwhile up in the control room. Kitty continued to monitor the search; Frost had located Amara somewhere in Budapest, Logan in a Chinese desert, Beast on some island in the South Pacific, and Ororo in Africa. Kitty sighed. "We have our work cut out for us" she thought when she looked up at the screen and Emma had been able to find, Scott, Jean, Rogue, and Kurt at once. But where they were didn't seem right. "Wait a minute, according to this they're all on the grounds" Kitty said then realized that something was wrong. She quickly activated all the cameras to look at the grounds. She saw Warren unconscious from something, Piotr looking around the entrance and Bobby near the garage when something lunged at him. "Bobby" Kitty squealed with worry.

Bobby felt himself fall to the ground after being tackled. He turned to look at his assailant and was shocked. Scott" he said.

"Surprised to see me" Scott snarled looking at him. He looked different with a silver visor and black costume. He grabbed Bobby by the throat. "Yes traitor, I'm still alive, no thanks to you. Now we are here to reclaim our house" he said.

Bobby grunted and iced Scott and escaped his grasp. "What's going on Scott, I mean what's wrong with you, and reclaim what are you talking about" he asked. Scott attempted to blast him but Bobby dodged it.

"Don't play dumb I know what you and Kitty did to us, joining Magneto" he snarled. "Now it's time for you to pay" he said. "Right guys" he said and Kurt teleported in and Rogue walked over and the two, grabbed Bobby and held him down as Scott's eyes charged up. He was about to blast Bobby when something grabbed Bobby from under him and pulled him down.

"Pryde" Rogue growled.

Kitty and Bobby reappeared near Piotr. He was looking over the unconscious Warren, who had a head injury of some kind "Piotr the others they are attacking us" Bobby said.

Piotr was confused. "Others of who are you speaking " he asked when he was almost hit with a laser blast. Scott, Alex, and Kurt appeared and were soon followed by Jean Grey and Rogue. They were all wearing these silver and black X-Men Uniforms and glared menacingly.

"Like what happened to you all?" Kitty asked but they just looked darkly at her.

"Silence traitor" Jean snarled and lifted Kitty off her feet and high into the air.

"Bobby reluctantly fired an ice blast at Jean to distract her. Kitty fell but he caught her as Piotr turned to metal.

Kitty looked at them. "What's happened guys, please we're your friends" Kitty pleaded trying to get to Rogue who went to hit her before Piotr, now in his metal form, stopped her.

Bobby was confused as well. "Come on guys, what's wrong we shouldn't fight" he sighed, as Scott got ready to fire at them. Piotr quickly grabbed both of them and ran. The other X-men followed after them.

"I am sorry but there is something wrong with your friends" Piotr told them. "They wish to harm you and I won't let that happen as he entered the garage and locked the doors behind him. "We must get away, I fear that they intend to kill you" he explained. They could here them outside trying to force their way in.

Bobby nodded. "I guess your right" he sighed. "Whatever's wrong with them, we can't help them if they kill us" he thought.

"But Bobby" Kitty sighed. "What if they are being controlled they could be in danger" she sighed.

Piotr sighed. "I am sorry but you must not worry about them. You cannot help them if you are not alive, and you must take Warren for medical aid" he said putting the injured mutant in the back of the X-Van. "I will hold them off."

Kitty frowned. "Like we can't leave you behind" she cried.

Bobby shook his head. "Yeah we need your help and we won't let you get yourself killed either" he said.

Piotr looked at them. "There is no time to argue" he said when Scott blew a hole into the door. "Go" he said before charging Scott and knocking him down.

Bobby and Kitty reluctantly complied. Bobby got into the driver's seat and Kitty tended to Warren in the back. Meanwhile Piotr wrestled Kurt, Scott, and Alex, throwing them off of him and toward Rogue and Jean, knocking them down. Bobby pushed on the gas and sped down the drive way and out the gates as fast as he could. Narrowly avoiding some laser blasts from Scott.

Bobby turned back to see Piotr being subdued by Jean's telepathy and sighed before driving off. "We'll be back" he assured himself before driving off down the long road.

Back at the mansion Scott looked over the unconscious Russian.

"I didn't want to fight him, I had no quarrel with him, but he helped the traitors and now they escaped" he frowned.

Someone grabbed his shoulder. "It's okay we have retaken the mansion" the owner of the hand said, it was Dr. Essex. "Now we can reform the X-men, and I have a surprise for you" he said. Entering in a wheel chair was the Professor. "We found him" he said.

Scott sighed. "Sir your alive" he said. The Professor nodded. "Yes and I am proud of all of you" he said. "Now why don't we go back into our mansion" he said and they all smiled and nodded. With their backs turned, Xavier smiled and his eyes glowed yellow and both he and Essex smirked. Their plans were going perfectly.

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The X-Van was parked on Lookout Point as Kitty examined Warren. He had a bad head injury and had been waking up and falling unconscious back and forth. She had bandaged his head and let him rest. "Where'd Bobby go" she looked to see he had exited the car and was just looking over the Point. She approached him.

"Hey" she said to him.

Bobby sighed. "Hey" he said. "How's Warren "he asked.

Kitty sighed. "I don't know he probably needs a doctor but he's okay for now" she said then looked at him. He was upset. "What's wrong "she asked.

He looked at her. "Do you really have to ask? Our friends want to kill us" he explained. "And now we're on the run" he said.

Kitty looked at him and put her arms around him. "Yeah I know it sucks, I mean I'm worried too, but remember we promised we get through this together" she said.

He smiled a bit and sighed. "Yeah together" he said.

Okay that's the end of this chapter. Sorry if the ending was rushed or something but I wanted to get over that part of the story. Please Read and respond and suggestions are welcome.