Disclaimer: Marvel characters are not mine. All others are.

Gambit threw on a pair of jeans and a silk button down shirt. He looked in the mirror. Maybe Logan was right. He looked awful. He ran his hands through is hair once, twice, sighed in defeat and left to make his 10:30 appointment downstairs.

He encountered the Professor at the elevator and saw they were obviously heading in the same direction. After a few silent, tense seconds, Remy seriously considered making a break for the stairs.

Why does he make me so nervous? He flashed the Professor a nervous little smile as the elevator arrived with a swoosh of the doors and motioned for the Professor to enter first, side stepped the chair to enter the car himself.

"I haven't seen much of you lately, Remy. How have you been?"

Great, he's making polite conversation.

Everyone had been on edge since the Professor's unexpected return a few weeks ago and Gambit was at the top of that list. No one had the heart to ask their mentor what had befallen him and returned him to his wheelchair. Scott and Emma argued bitterly over his return. Only Emma, Kitty and Hank seemed comfortable around him. The Professor was taking it all in his normal cheerful stride. And it was unnerving.

"Fine, Professor, jus' fine. You lookin' good. What you been doin' wit yourself, now dat you're a man of leisure?"

Charles knew Gambit had always been uneasy with him. While he always, genuinely, liked the boy, he never took it upon himself to get to know him better. He always appreciated the mysterious young man's friendly, yet distant, manner -- like the one he was using now -- and always regretted how horribly he failed him at the point when he needed an advocate, a friend, the most. At least Remy had Storm, his sister at heart, if not by blood. And Wolverine seemed to be growing more and more supportive of him since that mockery of a trial.

It appears my little black sheep have found comfort in each other. As Charles Xavier shifted in his chair, a small smile caught him as a swell of relief eased his thoughts. At least I haven't failed them completely.

Charles laughed easily. "I've been doing alot of nothing." Since his return, Charles had relegated himself to the background. Scott and Emma were doing an incredible job managing the school, and the teams. And, Scott was still so resentful of his leaving and, then again, at his unceremonious return. He was actually enjoying being a teacher and mentor, and relished the opportunity to reconnect with his students.

As soon as the elevator deposited them on the lower level, Remy strode ahead of the Professor to the Danger Room control booth. Hank and Scott were already inside, making the final program adjustments needed for the interrogation of their uninvited guests.

" Remy, you're actually a few minutes early." Scott noted with some surprise, as he checked his watch. "Charles," he greeted his mentor coolly.

"Good Morning, Scott. Hank." He gave a quick glance around. "Where's Emma?"

"She'll be down in a minute or two." Scott tried to cover his anxiety with a show of confidence. Emma was actually in their room, mentally preparing for this interrogation. She had awakened this morning still tentative but still not knowing why. She'd taught her class this morning, distracted and unfocused. And her turmoil had naturally spilled over to Scott through the psychic link they shared. He knew from his long experience that telepaths were prone to periods of flightiness and downright bizarre behavior. It was a fact of life. All telepaths, and their loved ones, had to deal with it as best they could.

She'll be fine. he reassured himself. She is the strongest willed woman I have ever met. She'll be fine.

"We're ready, Scott. I'll go retrieve our guests." Hank pressed a few keys and the Danger Room displayed a comfortable living room scene. A scenario designed to put their captives at ease. As Hank approached the door, it slid open as Emma arrived on the other side. She caught Scott's gaze.

"Are we ready?"

"It's already running." Scott reached out for her hand, squeezing gently in reassurance.

"Good Morning, Charles. Thank you for your assistance on this. " Emma had specifically ask for his back up. She was sure she was just overreacting, but better safe than sorry.

"No need, my dear." He waved her off and gave her a warm smile.

"Let's get dis show on de road, folks." Gambit tried to keep the comment from coming out as snippy but was sure he failed. He was most eager for some sleep.

Emma and Scott walked silently to the Danger Room below. He glanced in her direction. Her expression was uncharacteristically stoic. She was focused, unblinking, on something far away. He gave her hand another small squeeze. She returned the gesture by intertwining her fingers in his, gripping his hand hard enough to leave indentations his palm with her perfectly manicured fingernails. As they approached the door, she stopped, finally looking in his direction. The evil little grin, that most of the Xmen knew so well, returned to her face.

"Ready to intimidate the children, fearless leader?" The lilt to her voice was sultry yet mocking. It was the tone she employed so often to provoke everyone around her to rage.

Scott gave a half snorted chuckle with a small shake of his head. Not so long ago, he would have reacted to that tone of voice like the challenge it was intended to be. She had used it for so long it was now habit. And he knew her much better than that now. He raised her hand to his lips and placed a small kiss across her knuckles as he responded.

"You know it, babe."

They entered the Danger Room, soon followed by the three captives and a stern-faced Beast. The three boys took seats around the table as Beast secured the room and stood cross-armed at the door, looking very menacing and wholly unimpressed. What a thespian. Scott introduced himself, Emma and Beast. The three boys spat out their names.

"Recoil."

"Daedelus."

"Friction."

Thankfully, the boys had taken advantage of the bathing facilities provided in the holding cell. They were clean, although they looked quite disconcerted with their new attire; Xavier Institute sweats. They were tugging at sleeves and readjusting waistbands like self conscious thirteen year old girls in gym class.

After twenty minutes of basic questions (powers, ranks, clan affiliations) they finally got down to the business at hand.

"Now," Scott's fists were planted on the table as he loomed over them, his ruby-quartz visor obscuring any hint of emotion, "who wants to tell me why you decided to break and enter at my school?" They stumbled over each other verbally before Recoil, the older, dark haired boy, took up the narrative.

"After the Genosha massacre, Domina gathered up what was left of our Clan, and we ran. Wandered around Europe for awhile. Finally made our way home. She met with the other clan leaders and they decided we should all go into hiding. There were so few of us left." Recoil's tone was like it had been memorized from a script. This fact was not lost on the X-Men present. They allowed him to continue uninterrupted.

"We were all just scraping by, gathering our strength, training. About six weeks ago,"he paused, "They came."

The youngest of them, Daedelus, involuntarily shivered, wrapping his arms around himself as if suddenly caught in a arctic breeze. Recoil, catching his friend's reaction, wrapped a protective arm around the blond boy's shoulder. He looked sadly at his young friend. "He's been running the whole time. He's Lost Souls. Spirit Clan. They were hit first."

"Hit by what?" Cyclops asked flatly. He still stood, regarding them, and their story, suspiciously.

"By Them." Recoil struggled to describe now what they had always been taught never to mention.

"T-them. The Elders, the Old Ones. The Covenant. Those That Came Before." Frustrated, he knew how this grasping at words sounded. Childish superstition. At least, it was until six weeks ago.

"We do not speak of them," he continued. "So it is hard to explain."

Up in the control booth, Gambit cocked a disbelieving eyebrow. "Dat sounds like a load o' crap to me. Never heard nothin' like dis from any Neo I ever met. And dey like to run der mout's quite a bit."

"On the surface, I would be prone to agree with you, Remy. But, all three of these boys genuinely believe this tale they are telling."

"Wouldn't be da first time Domina filled a kids head full of lies and t'rew dem to de wolves."

"Relax, Recoil," Emma took over the questioning. "We are not going to hurt you. If you are telling us the truth, and truly need our help, then it is yours for the asking." She was trying to gain their confidence, not so much for their comfort, but for greater ease of accessibility to their minds. Mentally, they were all racing, paranoid and frightened. It was like trying to run down a jack rabbit, the thoughts were so fleeting. She closed the distance between them and ran her hand through the boy's hair, letting it fall to rest warmly on his shoulder. "Take a deep breath." She instructed. The boy haltingly complied. She mimicked the action with him. Once more, more fluid, more calming. "Now, try again. Who are these Old Ones?" Scott now sat in a chair. She never ceased to impress him. The good cop to his bad, even though, not so long ago, their roles were reversed. She could get amazing results with just a few words and a smile.

That's how she got me, after all. While her motives always remained the same, her compassion had grown to surprising proportions. But that was their secret. No one could know that Emma Frost was going soft. The Ice Queen had a reputation to protect.

Calmer now, Recoil continued. "The Old Ones came before the Neo. They gathered the first clans. They gave us our laws. They gave each clan their purpose. And they instilled pride in our mutant heritage. If we ever wanted to join them, we would have to prove ourselves. Through our actions and our restraint. Through combat and compassion with, and for, our fellow brethren. And through the strength of our faith." His words were practiced and measured like a mantra, or a prayer. Hank still stood at the door, thoughtfully stroked his chin. This explanation was sounding like a Sunday school sermon. There was no doubt these boys believed this story. But, why would the Neo teach such tripe to their progeny?

"We failed them!" blurted out Friction. "We failed them, and they came to punish us. All of us!" the boy was practically screaming. Daedelus threw his arms around the chestnut haired boy and he collapsed into the embrace sobbing.

"He is Crimson Pirate. Stealth Clan." Daedelus explained." They fought for their freedom when The Old Ones came to claim them. They fought with everything they had. He watched as most of his clan was slaughtered. Six Old Ones against forty-two Pirates. And they swatted the Pirates down like gnats. Like they were insignificant. Friction was in charge of the young ones of his clan. He escaped with them before they, too, were destroyed."

Emma could clearly see Friction's memories of the event in his mind as his friend retold it for him. There were six figures. They loomed larger than life. Like gods. Their bodies covered in a swirling black mass that obscured their forms. A simple dark helmet covered each face. Five of them stood, one hovered just above, and behind the group. The hovering figure seemed to be composed of the black substance. The largest figure among them spoke in a booming, metallic voice.

"Neophytes of the Stealth Clan. Your time has come to an end." At a gesture from him, the five aggressors attacked with an impressive array of mutant borne powers. The Neo fought, but the strange black armor absorbed every weapon blast, every mutant power used against them. They fell before their more powerful foes, like a house of cards in the breeze.

From inside the boys memories, Emma could hear the battle. Feel the rush of air as weapons discharged around her. Yet, as she followed the boy's tale, her attention kept being pulled back to the black, hovering figure. She, it was a she, had distinctive female curves beneath the black miasma. Silent. Motionless. Impassive to the battle before her.

A tearful Friction concluded his piece of their tale as it played out in his mind. "Death came for the fallen, and absorbed them all into darkness. Like they never existed. Wiped clean from the face of the earth. She didn't even leave bodies for us to bury!"

Charles joined Emma as they eavesdropped on the boy's thoughts. Watched as the black figure hovered over the fallen. Each swallowed by the same swirling energy that encompassed her form. Once all the Neo were encased they simply disappeared. Then the attackers followed them into nothingness. Leaving only the hovering watcher over the smoldering battlefield.

Again, Emma was gripped by the distracting urge to focus on her. She could feel a tickle at the back of her neck, like the warm breath of someone about to whisper affectionately in her ear. She felt calm and reassured, even though all her senses were screaming for her to take action against the obvious psychic intrusion into her formidably shielded mind. The black figure waggled a disapproving finger in their direction.

Has the Ice Queen come out to play? The low, soft voice, mired with mischievousness and seduction, echoed in her mind.

Emma Frost disengaged from Friction's mind with a startled gasp, stepped away from the boy as if, somehow, close proximity to him put her at risk.

"Emma?" Scott closed the distanced between them, concerned, but still maintaining the cool look of authority he had mastered over the years. She did not acknowledge him but continued her slow retreat from the boy. He put a supportive hand around her arm.

"Emma." She shook her head, trying to grasp the depth of what just happened, patted Scott's hand and gave him a weak smile.

"I'm fine." She turned quickly to the boys. "Thank you. We will talk later. Beast, could you find our guests some appropriate quarters. They will be staying. However, the collars stay on until we can more thoroughly assess their powers." She turned on her heel and exited the room without further word of explanation.

Scott and Hank exchanged a puzzled look and watched Emma's departure. Scott, sidestepping his way to the door to catch up to her, summoned his authoritative voice. "Beast, assign them a senior team advisor and get their security profiles. You boys best be telling us the whole truth. I don't take kindly to being played with. You may want to think long and hard about filling in some details the next time we talk." Scott then followed Emma up to the control room.

"Well kiddies, welcome to The Xavier Institute. Do I have the perfect advisor in mind for you." Hank clasped the boys shoulders warmly, catching all three of them in his single armed grasp as he lead them down the hall. "Won't you join me in my lab."

"Emma, dear, what is it? What happened?" Charles was more than concerned. Emma was spooked by something she saw in the boys mind but he detected nothing amiss while they were there.

"You didn't feel that? Didn't you sense..." her voice trailed off. "There was someone there, Charles. She was in my head. She was toying with me. I never even felt the intrusion until she was already there. How could you not have sensed it? How could I..." Emma was pacing, wringing her hands as Scott hurried into the room.

"What happened? Emma, what is it?" Scott passed a worried look between her and his mentor.

"We saw the boys memories, the Old Ones, and the apparent massacre. It seems one of them may have been a telepath." Charles tried to explain but he was only theorizing based on this initial information.

"That bitch was in my head!" Emma's raised voice was angry, appalled and tinged with fear. "I couldn't sense her, there was nothing there to grasp. It was the hovering one. Death. I'm certain, Charles, it was her."

Gambit squeezed his eyes shut. What these boys were describing sounded way too familiar and hit much too close to home. He saw his worst memories replayed on Friction's terrified face and it took him right back to the tunnels like it was yesterday. And a telepath in Emma's head, too. It couldn't be coincidence.

It can't be. Not again. Remy backed up slowly, a nervous finger sliding methodically back and forth across his lips. "Remy's gotta go. Remy's no help wit 'paths." He referred to himself in third person. It was an old, annoying habit he thought he had conquered. It was something he did around people he didn't trust, or when he felt threatened or afraid. It made him feel weak. He headed for the door, praying they'd just let him leave to purge these, suddenly intense, thoughts from his head.

"Remy..." Scott called after him but Charles just placed a hand on his arm and shook his head 'no'.

"We must deal with this issue first. Emma, is she still with you? Do you still sense her or hear her? " Charles turned his focus to Emma and lightly scanned the surface of her thoughts looking for the telltale traces of a psychic intruder.

"No. No, she's gone. It was like she was standing right behind me. Using that boy's memories as a link somehow. I never knew she was there until she was already in my head . How could I not know!" Emma's thoughts tumbled out of her mouth as quickly as they came to her as she turned the brief event over and over in her mind. Not only was she unused to being psychically assaulted, the fact that Charles Xavier, the strongest telepath on the planet, had sensed nothing truly worried her. She felt vulnerable for the first time since she was a girl, and that alone was feeding a new found fury that was just beginning to spark to life deep in her gut.

Emma turned to Scott, a battle plan already taking form in her head. In her experience, the best defense against the psychically gifted was a strong offense. She had to root out this aggressor before she became a real threat.

"I need to find Jono and Tessa." She look at Scott with uncertainty in her eyes. " We both have new missions, Scott."