Lets start with the disclaimer first. I don't own, I'm not making any profit etc, etc. Ian Fleming, his estate, Marvel Comics, 20th Century Fox, etc own all of the Characters used herein.

This story starts out a few weeks after GoldenEye ends. It also starts sometime after X-2 ends. Obviously both are alternate universe. You will notice that many of the mutant characters I'm using have not actually been introduced into the X-Men films yet, but they all are actual characters from the comics. (Confused yet?) Oh, Jean Grey will be popping up later in the story, so if you haven't read the comics or seen the original X-men cartoon and don't want to get spoiled for the next X-Men movie (X3), then don't continue reading.

ONE MORE THING, this might contain some light slash type themes later on, if this isn't your cup of tea, then don't keep going.

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It was with a burst of pain that Alec Trevelyan was brought back to the world of men. The last thing he remembered was falling a rather far distance after a fight with James. By all rights he should be dead.

"Oh, but you were dead," an aloof, feminine voice purred into his right ear.

Alec's eyes darted to the side seconds before his body tried to turn towards the speaker. His eyes moved, as did his head, but his body violently objected when straps jerked him back down to bed that he was tied to. He only caught the slightest glimpse of what appeared to white leather out of the corner of his eye.

"I'm afraid you have me mistaken for someone else. I'm not the one who goes in for all the pretty women and their sexual experiences."

An exasperated sigh came from the woman's lips, "Why do spies always seem to think they have an engaging sense of humor? Never mind, I don't really need to know."

"Perhaps then, you'd like to answer some of my questions?" Alec asked boldly.

A cynical laugh answered him, "You haven't changes much have you Trevelyan? You die trying to take over the world not a few short days ago, and you're strapped down to my bed very much alive, but you want to know who I am."

"It seemed like a good place to start. If I know your name, it is so much easier to ask why and how I am now alive."

"You have a good point. I suppose you want to also know what I look like."

"Well, it would be good for me, although not necessarily good for you," Alec replied.

"Oh, that doesn't concern me all that much," the woman shifted to speak to another person in the room, "You, untie his hands, but leave his feet bound. You," she spoke to another guard, "make sure you keep your gun on him at all times."

Alec soon felt the bindings on his wrists give way and was able to sit up to see his feet each separately tied to the footboard of an expensive, wooden bed. His line of sight traveled from his feet up to a busty, platinum haired woman standing at the end of the bed.

"You really don't recognize me do you?" She smiled haughtily.

"No, but the term 'Ice Queen' does come to mind."

"Actually, that would be White Queen, but you might recall me better as Emma Frost. I have a cousin who works in MI6."

"How enlightening, tell me, what does that have to do with me?"

Emma smiled. "Nothing at the moment."

Annoyance started to creep across Alec's mind, "I don't like to play games. What do you want with me?"

"Oh very well, you see about ten years ago, you were on a little job investigating an exclusive club. Do you remember it?"

Alec's brow furrowed, "Yes, the Hellfire club or some such name. I didn't find much beyond normal politics and an odd fascination with the mystical arts and scientific research."

"Actually, you found out a great deal more than that. Of course, you wouldn't remember finding anything after I was through with you. Your mind is a very terrifying place, did you know that?"

Alec stared at her. "What do you mean 'After you were through with me'?"

"I thought you were supposed to be the best and the brightest. My dear, Mr. Trevelyan, you were captured when you tried to infiltrate our club. The entire experience that you reported back to MI6 was total fabrication. In fact, your entire life from that point on has been an entire fabrication. Did you really think that it was poor old you sitting around brooding that caused you to pick up and leave? Did you truly think that it was you who came up with the grand scheme for GoldenEye?"

Flashes of deeply hidden memories flashed through Alec's mind before drifting away again. His eyes flashed briefly in terror before he reigned himself back in to glare at his captor.

"That is impossible. You couldn't have possibly…"

"Possibly have broken through your shields Alec? Oh, but I did, and you became an incredibly useful puppet. And had that Bond fellow not interfered, I would be a very wealthy woman right now. Well, wealthier than I am already that is."

"But how did you…"

Emma's hand went up cutting Alec's sentence off again, "Don't interrupt! However, seems how you asked, I won't say that breaking through your shields was easy, but you have weaknesses like any other. Even if you were trained by the best, you're still only an empath, not a telepath. You should be glad that you are anything at all. If you weren't a mutant, I would never have bothered to revive you."

"You'll understand if I don't thank you," Alec snipped back.

Emma's cold smile grew larger, "You don't like being a mutant do you? It makes you feel inadequate, like you really aren't as good as you think you are."

Alec's eyes scrunched shut, "Get out of my head."

Emma withdrew. "It doesn't really matter you know. Half of the things in there are there because of me, and I already know most of your deep and dirty secrets. How you started having strange headaches the same day you turned fourteen. How your British caretakers took you to every doctor they could to find out what was wrong with you. How nobody knew what was wrong because being a mutant was such a strange concept back then. How when you turned sixteen they took you to a renowned psychologist by the name of Charles Xavier."

Alec flinched.

Emma droned on, "Ah, Professor X, is that what they call him? He knew what was wrong with you. He taught you how to block out the people around you and all of their emotions that kept hammering at your sanity. He would have taught you more. How to use the other facets of your powers, but you foolishly said no. You could have been a member of his 'X-men' but you wanted to go 'home.' So, he shipped you back to the British government with some nonsense about it being repressed childhood memories and how you were all better now."

Emma laughed callously at her humorless joke. "Do you realize how easy you were to fool once I broke through your shields? The best lies are the ones based in twisted truths you know. I turned you against MI6 with all of those details I gained from your childhood. I turned you against them because of that lie Xavier told them. The hardest part was convincing you not to trust Bond, but I did. And I must say that you did marvelous work for me."

Alec turned angry eyes at her, "I don't believe you."

"Oh, but you do, if you didn't you wouldn't be angry with me. Not that you will remember this conversation when I'm done anyway."

Alec frowned, "Fine but why bring me back? And how did you bring me back?"

"I brought you back because you are very useful. Between your training as an agent and your mutant powers, I can get some very good work out of you. And the how is a bit more complicated. You see, mutants have a tendency to heal faster than any normal human. Their metabolisms are faster, as I'm sure you have no doubt noticed over the years. You, on the other hand, had sustained quite a bit of damage when I retrieved your body, so I injected you with this."

Emma swiped a small bottle off of a table near Alec's bedside, "This is a mutagenic compound. It was originally developed to see if normal humans could be mutated, but it didn't work too well. On mutants, however, it has a very interesting effect. It increases their mutations sometimes exponentially. It isn't used very often, because it is quite painful and often leads to insanity and death and sometimes power burnout.  Naturally, I was not concerned with any of those in your case."

Alec shook his head, "But my powers have nothing to do with healing."

"True, I did have to put you on some very expensive equipment to keep your body functioning, but once the serum started working, your body started taking care of those problems."

Alec's eyes turned hard as he mustered his strength, "I'm not going to help you," he said in an even voice.

"You couldn't stop me before, what makes you think you can stop me now?" Emma sneered.

At that moment, the door crashed in and a strange man with claws sprouting from his hands stood snarling at Emma, "How 'bout me, princess?"

Emma glared at the newcomer, "That is White Queen to you."

The man looked over Emma appraisingly, "Really? Who's your surgeon?"

The two guards in the room chose that moment to attack the stranger.

They did not last long, but they did last long enough for Emma to leave by another exit.

Alec watched fascinated as the other man snarled in frustration.

"Don't let me stop you. I'm a bit tied up at the moment anyway," Alec punned.

"No can do, Bub. I promised someone I'd get you outta here," with a growl, the other man sliced through the remaining bonds on Alec's feet.

"Move it, I ain't gonna wait around for more trouble to show up."

With that, the shorter man stalked back out the way he had come in. Supposing that it was the lesser of two evils, Alec followed him.