Disclaimer: I own Gwen and her story, the rest belongs to the genius of Stan Lee.

A/N: You guys already know that I am a dork (okay, A Lost Soul, a FREAK, you win) and quite obsessed with X-Men, so it will not completely shock you to hear that I have been reading up on the disaster that is X-Men 3. Just in case you don't know, the movie is now on its third director, Nightcrawler will not be coming back, and the writers are using Juggernaught as the bad guy, not the Sentinels, which they should be using. God bloody damn it. At least they got Halle Berry to come back as Storm. This movie is going to be me into an early grave, I swear.


Gwen shifted uncomfortably on the hardwood floor of the corridor. She had been sitting there for some twenty or so odd minutes, just waiting. Professor Xavier and the others had all disappeared through a rather cleverly concealed elevator in the wall, leaving Gwen behind. She had not received a positive or negative response to her plea when she was instructed to sit and wait. That was all. Gwen hadn't heard a word since then. For all she knew, they could have already left without her.

She was beginning to get restless. Rogue was out there in who knows what kind of condition, and they were sitting down there doing nothing. She started turning her shades around and around in her hands. She simply couldn't shake the feeling that Rogue wasn't the only one in trouble.

-

The slow, steady beep echoed in Jean Grey's mind. She couldn't handle this. Not now. She couldn't help but question everything as she looked down upon the motionless body of the professor. Something had gone horribly wrong in Cerebro, but how? Who could have gotten in?

The answer was all too clear. Who else would have exclusive knowledge of the inner workings of Cerebro? Magneto. He had helped the professor build the machine, and was now using it against him. 'He must have sent Mystique in.' Jean assumed to herself, 'She's the only one who could have gotten in unnoticed. She had to have tampered with Cerebro somehow.'

"I'm sorry."

Jean looked up. Logan had turned and started to leave, a his eyes subdued with a air of guilt. Jean cast her gaze towards Cyclops, whose mixed emotions were hard to overlook. Jean took a deep breath, "I should go figure out what happened." she said quietly. Storm turned to her and nodded. Cyclops did not respond.

"I'll go talk to Gwen, explain what happened," Storm replied.

"No." Jean said, "I think she should be left behind. She has no idea what she's tried to get into. It's not safe."

Storm looked to Scott, then down to the professor. She sighed. The whole situation was frustrating and stressful enough, but with the professor out of the picture, it had gotten a whole lot worse. She took Jean out into the hallway where the florescent lights reflected off of the white walls, leaving Scott alone with the professor.

"Storm, I won't take the risk of bringing Gwen along." Jean insisted as the door closed behind her, "There is already one student in danger, why do you want to risk another's life?"

"Jean, do you think I want to put her in danger? Why would you think that? I would never do that. But Gwen could be," Storm paused. She knew that she was on dangerous ground, but it was ground that had to be covered. Jean's eyes gave Storm a look of staggering intensity. Jean clearly did not want Gwen to come. Scott, too, had expressed uncertainty on the issue of bringing Gwen, no matter the teen's mutation that could have been a considerable asset to the mission.

"Gwen could be what?" Jean inquired.

"She's waiting, Jean." Storm replied quietly, backing away, "I'm sorry."

Storm understood the great risk she was taking, and, contrary to Jean's beliefs, Storm was not pleased with her decision to allow Gwen to come. The problem was that if the girl was informed that she would not be coming, she would probably have found a way to stow aboard the Blackbird in an effort to help her friend. With a sigh and a shake of her white locks, Storm stepped into the elevator.

-

Gwen looked up at the sound of the elevator drawing nearer. She was uncertain of how she had heard it approaching, due to the machine's silent movements, but shot to her feet once she heard it come to a halt next to her. Her head instantly stung with pain and her vision went all grey. Gwen could just barely make out the shape of Storm emerging from the elevator.

"Storm, is everything okay?" Gwen asked, wasting no time, "I've been getting even more worried just sitting up here."

Storm placed a gentle hand on Gwen's shoulder; "Gwen, are you alright?"

Gwen attempted a reassuring smile - a difficult task in her indignant and frustrated state; "Just a headache, I'll live. What is going on?" Storm took a deep breath. Gwen knew all too well that that was a bad sign; "Rogue - is she okay?"

"We don't know." Storm replied, her eyes looking crestfallen. "Gwen, something has happened to the professor."

"What!" Gwen exclaimed, "But how? Who could have gotten to the professor? What happened!"

"We're not sure, but Gwen, please do not panic." Storm explained, "Jean is examining Cerebro right now."

"Cerebro? What is that?" Gwen insisted, "What the hell happened to the professor!"

Storm sighed again; it was hard for the teen to control her emotions, that much was apparent; "His mind has been poisoned."

Gwen sunk back against the wall. She had no idea how the professor's mind could have been poisoned or who would have poisoned it, but she knew that, whatever had happened, it had not been good.

"Oh my god." Gwen said, almost to herself. She looked up to Storm, "And Rogue?"

"We're still going after her." Storm replied, beckoning Gwen to follow her into the elevator, "And you're coming with us."

-

Gwen could practically smell the tension surrounding her as she strapped herself into her seat. Paranoia was slowly creeping in. The world suddenly seemed darker, and it wasn't due to the late hour. Gwen wiped her hands on her pant legs in a desperate effort to rid her self of the sweat that seemed to be pouring from her palms. There were butterflies in her stomach. She was fighting off the urge to throw up.

The plan was clear. The "X-Men", as they had referred to themselves, were going to go in, find Rogue, and get her out as quickly as possible. If they should come across anyone (in other words, get attacked), Gwen should go invisible - fast. If, for some reason, that fell through, she would have to find some place to hide.

Like hell.

The last thing Gwen was going to do was hide when Rogue's life was on the line. She knew how to fight back. She'd taken a martial arts class, at Bea's insistence. Granted, she had taken it several years earlier and remembered very little, but punching was just as reliable to her as kicking was.

The sound of a zipper broke her thoughts. Gwen turned her gaze towards the claw guy, whose name turned out to be Logan, a.k.a. "Wolverine". ('Where do they come up with these names?' Gwen had thought, 'First Storm and Cyclops, then Rogue and Pyro, now Wolverine?') The guy had not stopped toying with the zipper of his black leather uniform since he had gotten on the jet, and it was starting to get on her final nerve.

"You guys actually go out in these things?" he asked, pulling up his zipper one final time.

Mr. "Cyclops" Summers fiddled with some buttons and controls in the front seat; "What would you prefer - yellow spandex?" he asked with a sigh, and a hint of sarcasm.

Gwen snickered as she tried to envision Wolverine, the butchest man she'd ever seen, in a yellow spandex unitard. With a shake of her head, she cleared her mind of the disturbing image.

Dr. Grey turned in her seat to look at Gwen. The woman gave a diminutive smile. Gwen smiled back, but could not shake the feeling that she knew the woman behind that smile, and that she had known Mr. Summers from before. Every time she saw him, she felt an even stronger sensation in the pit of her stomach that she had met him, for a little while at least. She was certain, though, that she would have remembered someone who shared the infinitive curse of wearing sunglasses. But in what way was that possible?

'There's a way . . . ' the voice in the back of her mind taunted her.

"There's the bridge," Gwen heard Mr. Summers say, breaking her train of thought, "Storm, some cover, please."

Right on cue, a thick layer of fog rolled in as the jet sped underneath the bridge. Gwen found it difficult to suppress the "Whoa . . . " as it spilled from her lips. Mr. Summers reached above his head and flipped a switch, turning on the infrared scanner in the front windows. After a secound or two, the Statue of Liberty came into view.

Mr. Summers and Storm slowly brought the jet in right next to the monument, hovering over the water by about fifteen feet. Cyclops flipped a few switches, shutting all of the power to the jet, allowing the aircraft to fall into the water.

"Sorry."

"You call that a landing?" Wolverine asked.

"What the hell do you think you're doing!" Gwen demanded, "We'll sink!"

"You underestimate us." Mr. Summers said as he passed Gwen, heading into the middle of the jet and opening a hatch in the roof. Gwen quickly unbuckled herself and followed them through the hatch and onto Liberty Island. Much to her amazement, and defying all logic, the jet was floating on the surface of the water. Turning away from the gravity (and physics) defying aircraft and back to the statue, Gwen looked up. Though she had been to the Statue of Liberty numerous times during her twelve years of school, she had never really looked at the statue - after all, she wasn't a tourist. But that night, in the lights eminating from Ellis Island, Lady Liberty looked almost anxious, worried, like she was warning Gwen of what was to come.It was as if she was telling Gwen to turn back and walk away with what was left of her life. Gwen shook her head.

She wasn't going anywhere.


Another A/N: Wow, you guys. I love you all so much. Over 100 reviews! Never did I think that this fic would get that many! I love you guys so much! Thank you for your continual reading. On to Thank You's:

ME (a.k.a. Black's Daughter) - Thank you! I will try to update faster now that it is summer break.

A Lost Soul - Thank you! I'm not mad that you called me a liar, and I am quite used to being called a freak in everyday life, so that doesn't phase me. YAY! Pyro returns! I need to send you more cookies . . . And Cobra Rigoletti doesn't believe me about patience. Geez, you people!

GreyGryph - Thank you, dear Insanity. You kind words are music to my ears. Okay, maybe not, but whatever. I will try to update faster, no really, I will!

Remus is Mine - See? I can be logical if I put my mind to it.

… - Oh praise the gods above! A reviewer who won't kill me for updating slowly:begins to bow before reviewer: May the gods bless you with many happy years! Plus, you are my 100th reviewer! That's even more brownie points for you. Here, have some cookies!

Witchlight2037 - Thank you so much! I'm glad you like the Gwen/John ship, I've gotten a lot of good responses about that so I'll more than likely expand upon it in the future. Best chapter? Really? Wow, and too think, it was complete crap before the rewrite (that's what took me so long to update).

Cynic11 - Oh, yay, I made someone's day! Goodie! Thank you for your comments about Gwen! I have lots of fun with her. I'm very pleased that she is coming across as believable to you guys. One satisfied customer (or reader) down! Bam . . . I will desperately try to update faster now that it is summer break, I promise. Please don't die of boredom!

Cobra Rigoletti - Wow, more impatient people! Oh boy . . . And I certainly hope that you believe that John was Gwen's 'mystery friend', since I said it was. I'm glad you enjoyed the chapter, it was hell to write. I hope you like this chapter!

hottietom - Oh goodie! New blood! Thank you for your lovely words! That makes me smile! And thank you for the character! I will definitely use her, but she will have to come up when I get to X-2, which might take a while. But, thanks again!

Crystal - Never fear, there will be more John and Gwen in future chapters, and Gwen will eventually go by her real name, and she will most definitely find out about her parents. I have been thinking about these ideas since I started the fic - they are all integral parts to the story. So, you just have to be patient - like A Lost Soul.