Disclaimer: I don't own any of the X-men (although I wish I had Wolverine or Gambit to cuddle with Gimme!) Marvel owns them. I do however own Dom and Astral and Nicole/Mindfire.

Please be gentle! This is my first X-men fanfic! Reviews welcome, no flames! I burn easy.

Note: Astral's power is being able to project her astral form to a place nearby and then her physical form catches up. If you've ever seen The Chronicles of Riddick, it's like what the Lord Marshall can do.


She wandered down the streets, alone. Covered by a cloak, resembling a burqa she tried to make herself unnoticeable. She crossed the street and headed for the park in hopes of finding a place to sleep for the night. Earlier that night, she had been confronted by three young girls. They had claimed to be mutants who wanted to help her. They wanted to take her to a doctor… no that wasn't right… a professor who could help her at a school for mutants. She told them she would think about it. The one with the white streaks claimed her skin was the same as hers. Poison. Yet this one called Rogue had overcome her skin and could touch.

Right now she was too tired to think about them. All she wanted was to sleep. She found a park bench that was fairly secluded and laid down. Curling her arm under her head, she closed her eyes, hoping for sleep to come.

"What are you doing?" a voice interrupted.

The girl sat up quickly and stared at the police officer standing before her. "I was tired and I-"

"You can't sleep in the park. Are you a runaway?"

"No, I-"

"Come with me. I'll have to take you in."

"No." The girl rose to her feet. "I can't."

"Don't make it rough on yourself."

The girl turned and began running across the lawn. She heard an inhuman roar and a large furry man leapt in her path. "Slow down, girlie. All I want is a taste."

The girl gasped and turned, only to run into the police officer.

"I told you not to run," the policed officer said as he morphed into a beautiful woman with scaly blue skin and red hair. "It's so much easier if you don't run."

"What do you want from me?"

"We're here to help you." The blue woman smiled. "Help you control your powers."

"Who are you?"

"We are a brotherhood of mutants, fighting to preserve our freedoms. We are always in search for powerful mutants to help the cause and we have found you."

"I don't want any part of any brotherhood. I just want to be left alone."

"Is that so? You don't want to control your toxic skin?"

"Leave me alone. I just want to be left alone."

"You are coming with us whether you like it or not. Restrain her Sabretooth."

The furry man grabbed her arms and she screamed in protest.

"Hey! Back off fuzz ball!" Jubilee yelled and held out her hands as her yellow coat whipped around her. Kitty stood to her immediate left, in a fighting stance while Rogue glared at Mystique.

"Look Xavier sent rug rats after us!" Sabretooth laughed.

"Us 'rug rats' will kick your ass!" Kitty snarled. "Leave Nikki alone!"

"And who will make us?" Mystique asked with a smirk. "You?"

"Damn right."

"Leave Nicole alone, Mystique. She doesn't want to go with you," Rogue ordered.

Mystique smiled. "But I'm afraid she will. Kill them."

Sabretooth roared and leapt for Rogue. She dodged him and used her knife to slice his arm open.

"I thought you would be dead by now, girlie."

"I thought you died," she countered.

"You can't kill me, but you can scream for me," he growled and she watched as his cut healed itself. He grabbed her arms and she kicked out one leg to hit him in the groin. He snarled and went down on one knee. "Bitch!"

Jubilee held out her hands and blasted Mystique with energy. Mystique used a spin kick to knock Jubilee to the ground. Getting back to her feet, quickly, Jubilee took a fighting stance.

"You want Kung Fu? I'll give it to you!" Jubilee attacked Mystique, using all forms of the karate method she learned.

Rogue yelled. "Get Nicole out of here, Kitty!"

Kitty turned to Nicole. "Let's go!"

Nicole stared at her in fright. "I-"

Jubilee cried out as Mystique knocked her to the grass.

"Stay back!" Kitty ordered as she went to help Jubilee.

Mystique had Jubilee pinned to the ground and was strangling her. Kitty tackled Mystique and they tumbled to the grass. Kitty punched the blue woman in the face. Jubilee turned her attention to Sabretooth, who was trying to get his hands on Rogue. Suddenly, Sabretooth flew backwards and tore through a tree. Jubilee turned to see Nicole holding her hands out in front of her.

"She used her mind." Jubilee's mouth hung open. "She's, like, as powerful as Jean!"

"A little help!" Kitty yelped as she fended off Mystique. Rogue jumped onto the blue woman's back and tried to take of her gloves to absorb her. Mystique flipped Rogue onto her back and snarled.

"You little runts will pay."

"Don't move… or I slice her."

They all turned to see Sabretooth holding Nicole, on of his claws against the black cloth covering her throat.

"Get away from her." He ordered and the girls backed away from Mystique. He leaned down to whisper in Nicole's ear. "How about a scream?"

Nicole stomped on his foot with her steel toed boots and he howled. She tried to run, but he grabbed her and threw her to the ground. He raised his claws to strike her and Mystique stopped him.

"Stop. Eric wants her alive."

"The little bitch-"

"I don't care. She needs to be alive. If you are bent on killing something, then kill them." She nodded her heads towards the three girls.

He grinned and turned. He ripped the metal park bench out of its concrete posts and held it up over his head. With an evil snarl, he threw the bench at the three girls. Rogue and Jubilee dodged it, and Kitty phased through it. He ripped up another bench and prepared to throw and Rogue knew they were in way over their heads.

"Didn't anyone ever tell you it wasn't nice to throw benches at ladies?" a voice growled. Rogue turned and gasped.

"Logan?"

The figure stepped from the shadows and Rogue saw it wasn't Logan, but instead a tall man with long black hair. A few day's worth of a beard covered his chin, and he was wearing faded jeans. He tossed his cigarette away and rolled up the sleeves of his black shirt.

"I'm giving you three seconds to get lost, buddy, or I'll send you into a world of pain."

"Big talk. Can you back it up?" Sabretooth growled and sniffed the air.

"Try me."

"You smell familiar… Too familiar!" Sabretooth roared.

The girls watched in astonishment as Sabretooth attacked. The guy sidestepped him and brought his forehand crashing down on Sabretooth's back. The was the distinctive crunch of bone and Sabretooth howled in pain. He lashed out at him with his claws. The guy stumbled back and Rogue focused her attention on where Mystique stood. Mystique's eyes narrowed and she took off through the underbrush. Nicole took her chance and raced away into the night. Rogue almost followed Nicole, but knew she had to stay with her team. She turned back to see Sabretooth on top of the new guy. Jubilee was shooting fireworks at Sabretooth, but it didn't faze him.

"Alright buddy! I warned you," the guy growled from under Sabretooth and Rogue's eyes widened as she saw something she never expected.

"Oh my God."


Eric watched Mystique as she doctored Sabretooth's broken ribs.

"Three little girls did this to you?" he asked. "Why haven't you healed?"

"He broke all of my damn ribs! They had reinforcements," Sabretooth growled. "That guy smelled way too familiar… He reeks of the past."

"Interesting." Eric used his powers to slide a metal chair to himself. "And the girl?"

"She's more powerful than anything I've ever seen," Mystique confessed. "She threw him through a tree like he was a toy. She only used her mind, Eric."

Eric smiled. "So she refused to join our brotherhood?"

"With good means," a voice stated and Eric turned to see an impeccably dressed blonde woman standing in the doorway. "I thought I told you that she was mine, Eric."

"Ah, Astral. I didn't know you were out of prison." Eric watched the as she stood casually in the door. Her long blonde hair was pinned to her head in a chignon and she was in a dress suit.

"It's hard to keep me in there," she was suddenly right beside him, having projected her astral self and letting her body catch up. "You know that. Especially since I have so many friends on the outside."

"What could you possibly want with that girl?" Eric asked. "Besides how powerful she is."

"She is the key to reviving Fury."

"Oh?" Eric smiled. "And you believe that Fury can be revived?"

"I don't believe, Eric. I know."

"Are you interested in picking up where your predecessor left off, Astral?"

"No. I'm starting over and I have an entirely different goal in mind. One more like yours, Eric. Join me and we can work together for the future we envision." Astral breathed in his ear.

"I'm sorry, my dear, but I work alone. Not that I don't appreciate the offer."

"Don't say I never offered you anything," she sauntered away.

"Have you found your Fury, by the way?"

"No. Not yet. Why do you ask?"

"No reason," Eric sat down and watched his many metal toys, tinker. Astral gave him a dirty look and left.

"She is dangerous," Mystique noted.

"Yes, but she hasn't thought this through. Fury can't and won't be revived."

"How do you know?"

"Because I know Fury and Fury has no bounds."