This chapter is going to be interesting. There will be more action than there was in the actual episode. I hope you guys enjoy the chapter. Plus, there will be some changes from the original episode. I just hope I made it better. I almost decided to cut out the parts dealing with Scott but left them in because he needs to be seen reuniting with his brother.

"Oh yeah, it's time for our great beach road trip!" Evan yelled happily tossing his bag over the railing from the second floor of the front lobby. He jumped on the railing and slid down it with a big grin on his face.

"You sure prepared for everything." Scott said as he walked through the front door. "Go ahead and load it up in Danny's truck. I have to make sure Jean is ready to go."

"You got it." Evan grabbed his bag and ran out to the garage as Scott walked off to Jean's room.

Aelita closed her storage space up in her holo-screen and made the holo-screen disappear. "How is it, like, even possible for you to do that?" Kitty asked as she tossed her bag in the back of Danny's truck.

"I came across it when I was seeing if it possible for me to store things from my old avatar." Aelita started to explain. "I'm still a bit confused on how I can make it even possible, but I'm not complaining."

"Right…" Kitty trailed off not knowing what she could say to that.

Kurt put the cooler in the hatch of the truck and closed the back to make sure everything would stay in. "Dere we go." He said wiping his hands for a job well done.

Evan ran to the truck and tossed his back into the back right on top of the blanket. "It seems everything is ready to go." Danny said as he walked up to the others.

"We're still waiting on Rogue, Dawn, and Jean." Kurt said leaning against the hatch door of the vehicle.

"I'm right here." Dawn said next to Kurt. Kurt jumped in surprise and fell on his back making her look down at him in worry. "Are you okay Kurt?"

Kurt rubbed the back of his neck and smiled, "Yeah, I'm okay."

"Kurt has it bad." Kitty muttered smiling at the pair.

Aelita nodded, "Indeed, he does."

Jean came out of her room with her bag over her shoulder and saw Scott walking down the hall. She smiled at him and walked down towards him. "Hey Scott, did you come to check up on me?" She asked with a teasing smile.

Scott gave Jean a flabbergasted look which made her giggle. "I…Someone…"

"Relax Scott. Ii was only teasing to get a good reaction out of you." Jean said before Scott could come up with a response.

"Oh right, I knew that." Scott said with a blush appearing on his face in embarrassment. He cleared his throat and walked with Jean down the hall. "Anyway, everyone is almost ready to go. I think we're still waiting on you and Rogue right now."

"Well, I better get my stuff out there since Danny is probably holding a spot to put Rogue's things in his truck." Jean said joking lightly as they walked by Rogue's room.

Rogue opened the door to her room and watched as Jean and Scott walked down the hall. She walks back into her room and looks at the picture on her nightstand. In the picture Danny has his right arm draped over Rogue's shoulders both smiling happily with Rogue having her arms crossed; Kurt is standing next to Danny leaning on Danny's shoulder with a cheeky grin, and Aelita in front of Kurt and Danny acting like she's between them with a soft smile.

"Hey Rogue, are you all packed? Everyone outside is waiting on you now." Aelita said as she entered the room.

"Aelita, Ah'm sorry." Rogue said turning around to look at Aelita. "Ah said some things that…"

Aelita put her hand up for Rogue to stop. "I get it, and I accept your apology." Aelita gave Rogue a sad smile. "Rogue, what I said back then might have been harsh, but this project is something you and the others need to let go."

"Ah understand." Rogue grabbed her bag off her bag and put it over her shoulder. "Ah still wish you will tell us about the project."

"I know Rogue."

"It's just…"

"Please drop the subject Rogue. I rather not talk about right now." Aelita said making Rogue sigh in disappointment.

"I do want to know something." Rogue said when Aelita turned around to leave their room. "Why was my boyfriend holding yah in his arms a couple days ago?"

Aelita stopped in her tracks and widened her eyes at the question. "He was comforting me." She said then walked off leaving Rogue alone in their room. 'I just had to answer that question.' Aelita scolded herself mentally. 'Ugh, I can't believe I told her that. Now I have to tell Danny that she saw us and hope he fixes things up with her.'

Scott and Jean walked down the stairs and were about to go out the front door when Wolverine came out of the elevator noticing Scott. "Cyclops," Logan said making the pair turn their heads to him, "we got another mutant siting from Cerebro, and you're going to be needed for this one."

"Why do I need to go?" Scott asked raising an eyebrow.

"The mutant happens to be your brother."

Jean gasped in surprise and widened her eyes while Scott turned around completely. "Logan, you're joking right?" Scott asked quietly.

"Talk to the Professor about it Scott, but we're leaving in ten minutes so you better go get ready." Logan walked off not wanting to have the talk about the accident.

Scott turned to Jean with a worried look on his face. "Jean, I…"

"Just go Scott. This means the world to you, and I'll tell the others why you wouldn't be able to come with us." Jean said before Scott could make an excuse.

"Thanks Jean." He gave her a smile then ran off to find Professor Xavier.

Jean watched him run off then walked outside with a sigh. 'Well, there goes my plan.' She thought sadly. She walked up to Danny's vehicle and handed her bag to Kurt who took it.

"Hey, where's Scott? I thought he was, like, going to be with you." Kitty said as she phased her head through the truck.

"Something has come up. So, Scott can't make it for the trip." Jean said making everyone stop what they were doing to look at her in surprise.

"What do you mean he can't make it? We planned this trip for days, man." Evan said not liking that Scott had to cancel.

"There was a new mutant signature found, and it seems to be Scott's brother."

"Wait, Scott has a brother?" Kitty asked shock written all over her face.

"His aura always looked like he was missing someone, but I was told not to pry into your personal lives so I never was completely sure who he lost." Dawn said making everyone turn their attention to her. "What I read was that there was an accident and many people died from it including people he cared about."

"I thought your aura reading can read further into our lives than that." Evan said raising an eyebrow in confusion.

"We might have told her to push into reading our auras since some things need to be kept secret for good reasons." Danny said with a shrug.

"Either way, we just lost one of our vehicles, and there are eight of us going on this trip now." Kitty pointed out.

"Well, we can take the X-van instead." Kurt suggested.

Jean sighed, "Fine, but I'll be driving." Jean grabbed the keys with her telekinesis and made the keys fly into her open palm she had up in the air.

"We should probably split up everyone up into two groups." Danny suggested putting his hand up with two fingers up. "Four of us will go in my truck, and the others will ride with Jean in the X-van."

"Who will, like, go with whom then?" Kitty asked phasing out of the truck completely.

"Dawn and I will ride vid Danny." Kurt said pointing at the truck. "I need to help keep an eye on our stuff in da truck just in case."

"I can't argue to that logic." Evan said with a shrug. "I guess this means that Rogue gets the last seat in the truck then."

"Ah'll ride with Jean." Rogue said as she walked up to the group with Aelita standing at the door looking at her with worry in her eyes.

Jean, don't say anything to Rogue. Jean glanced at Aelita when she heard Aelita say that to her in Jean's mind. I might have said something to Rogue that Danny needs to know about.

Aelita, what happened? Jean asked the pink haired teen.

It's complicated, but you guys do not need to worry about it. I hope. Aelita dropped the subject with that and walked her way to Danny's truck.

Danny watched as Rogue got in the X-van and Aelita got into his truck. "Okay…I guess Aelita is riding with us." He said not liking the situation.

Kitty, Kurt, and Evan glance at each other and shrug before going off to the X-van and Danny's truck. Dawn stood there staring at Rogue for a few seconds then turned to Aelita. 'She feels guilty.' Dawn thought giving a sad glance back at Rogue. 'What happened to make the situation like this?'

Everyone got into the two vehicles, and the eight left the Institute unaware of the cat watching them leave. Mystique transformed back to her human form and watched them leave. She grabbed her phone and said, "They're heading to the beach. You guys know what to do."

"We're on it." Pietro replied back from his phone. He closed his phone and asked, "Does everyone know who Magneto told us to leave alone?"

"Yeah, Phantom." Lance said with a low growl. "Why does he get a free pass?"

"He believes Phantom's a powerful mutant and wants to convince him to join our side." Pietro answered with a smirk growing on his face. "With that guy on our side we can finally defeat those X-men."

"Yo man, do you actually believe he can convince Phantom to join our side? What about the pink haired girl, Aelita?" Todd asked while leaning against the tree with his arms crossed.

"Yeah man, we know those two are powerful, but they aren't stupid." Fred said.

Pietro turned his attention to the road from their hiding spot in the forest as the two vehicles drove off. "Magneto believes those two are starting to doubt Professor Xavier, but he believes if he can convince Phantom Aelita will follow him."

Todd put his hands in his pockets with a smirk on his face. "Wait, if his plan actually works, we will have two powerful teammates? Now I'm starting to back it up since it means that we can finally defeat those X-creeps."

"Let's worry about that later." Lance said rubbing hands together. "Right now, we have some fights to win."

"Let's pummel those X-men!" Blob said punching the palm of his left hand with a smirk on his face.

"Yes, let's go show those X-men who deserves to be the real winners." Pietro said making the others chuckle evilly as they got into Lance's vehicle.

Danny glanced at Aelita then back at the road. "So, do you know what was going on with Rogue since she didn't want to ride with me?" He asked cautiously.

Aelita's shoulders stiffen a bit at the question. She looked around the truck slowly then looked at Danny sadly. "She asked me about why you were hugging me when we were talking about Lyoko last week." She told him.

"Oh no, why do I get a feeling this is going somewhere I'm not going to like?" Danny asked no one in particular.

Aelita set her elbow on the arm rest on the door and put her head on her hand. "I told her you were comforting me."

Danny blinked a couple times. "Wait, that's it?" Danny asked raising an eyebrow. "I thought you said something that could ruin the relationship."

Kurt and Dawn glance at each other then back at Danny. "Uh, Danny, I think zat's da problem." Kurt said making Danny blink a couple times.

"Wait, are you telling me Rogue's upset because I comforted you?" Danny asked looking at Aelita then back ay the road to make sure nothing bad happens to them.

Aelita looked back at Danny and muttered, "Yes."

"Why would Rogue be jealous of me comforting you when you were an emotional wreck at the time?" Danny asked not understanding the situation at all.

Aelita's cheeks became a little pink as she said, "I might have acted a bit snappy since she wants to know about Lyoko."

"She brought it up again?" Danny rubbed his temples with his left hand and sighed in defeat. "Everyone just wants to know."

"Maybe it would be better if we just tell dem." Kurt suggested as they started to distance a bit away from the X-van unknowingly.

"While telling them would cause so much of this drama to end, there's more to it than Aelita has let you know Kurt." Dawn said making Kurt look at her with a raised eyebrow in confusion.

"What do you mean, Dawn?"

"She means I never told you what actually happened and why I'm here." Aelita answered making one of her holo-screens appear in front of Kurt. "Lyoko is known as an illegal project that could have caused war on our planet. Its original use was going to make the people be able to listen in on secret conversations from around the world."

"What?!" Kurt yelled looking at the project in shock.

Aelita nodded, "Yes, but my father did not know the full intent of the plan when he started the project along with most of the scientists. Once he found out, he took everything and ran off with mom and me, but they found us and took mom before we could completely escape." Dawn gasped in surprise. "My father never told me what was going on until he scanned me onto Lyoko where his artificial intelligence turned against him making sure my father could never have a physical body on Lyoko."

"It gets even more complicated, but we're going to the beach, and I rather have us not worry about any of this stuff until our beach party is over." Danny said before Aelita could bring anything else up about her story.

"Zat explains quite a bit actually." Kurt said as the holo-screen closed and disappeared in front of him. "Is zis why da others cannot know about da project?"

"Yes, someone has blackmailed Jeremy's family into capturing him to give this scientist information about Lyoko and Project Carthage." Aelita answered as a tear escaped her left eye.

Danny sighed and put his arm around her shoulder. He pulled her over to him and continued as Aelita put her face on Danny's shoulder. "She's held in the negative feelings these past few months about everything since she didn't want anyone to know." Danny told them.

Aelita removed her head and wiped the tears off her face. 'Man, going through someding like zat has to be hard.' Kurt thought sadly as he looked down at the floor.

"I'll talk to them for you Aelita." Dawn said suddenly making Kurt and Danny a bit confused. "I'll explain what happened to your family and friends but leave out everything about the project."

"Dawn…"

Dawn shook her head. "You need to relax Aelita. They'll understand your reason, but you're emotionally unstable talking to them about the project, and we're…" She suddenly stopped talking and looked out the window narrowing her eyes.

"Dawn…" Kurt put his hand on Dawn's shoulder making her look at him.

"Johnny is following us." She said making Kurt's eyes widen in surprise. "I just realized our friends have been separated into another area when we weren't looking. We're being followed by Johnny and another friend of his, and they seem to have an intention to defeat us for some reason."

'Well, she suddenly went on guard.' Danny thought as he drove off onto a road towards a private beach. 'This means something is happening to the others, and we're not going to like it one bit.'

Logan landed the Blackbird on the shore in Hawaii. Scott walked up to the front and asked, "You see anything?"

"No, and the tide's coming in." Logan said crossing his arms. "This cove'll be underwater in an hour."

"Take a closer look around." Charles said to them. They nodded and walked off the Blackbird and looked around.

Scott found a surf board and moved it to it's side. He looked at Logan and asked, "Do you think it's his?"

"Maybe." Logan said then looked to where there were foot prints in the sande They followed the footprints and stopped when there were no more. "Hmm. Looks like company dropped in on him, literally, and left the same way." Logan looked up while Scott examined the ground.

"What kind of company?" Scott asked looking at Logan.

Logan sighed, "Magneto."

"Who?" Logan growled then moved forward looking around. "Logan, who's Magneto?"

"I got a feeling you're about to find out." He said turning his head to Scott.

'I know you're here, Magneto.' Xavier telepathicly said to Magneto. 'I can sense it. Show yourself.' The Blackbird started to shake then started to fly up into the air.

"It's him." Logan said then ran to the Blackbird leaving Scott there watching. Logan jumped and grabbed the landing gear just in time.

Scott turned around when a shadow came over him. He turned around and said, "Alex? Is it really you?"

"Scott? Scott!" Alex jumped off the rocks onto the beach while Scott ran to him. They embraced each other in a hug while Alex said, "Man, it's like you came back from the dead! I've had dreams just like this."

"Me, too! Oh, wow!" They got out of their hug. "But this one is real though. Man, look at you. What happened to that scrawny little kid I use to pick on?"

Alex blinked then said, "Oh hey that reminds me." He punched Scott on the shoulder. "I owed you that for ten years."

"And you still hit like a girl." Scott replied rubbing it.

"Believe me bro. There's more to this punch than you know." Alex said streaching his arms out. "I still can't believe it. When Magneto told me you were showing up, I..."

"Who, wait. Magneto? You're with him? That guy just kidnapped my Professor!" Scott said putting his hands on his brother's shoulders.

Alex removed Scott's hands and put his hands on Scott's shoulders. "No, no, no. You got it wrong. He told me all about it. He just wants to show him something." Alex removed his hands and motioned for Scott to follow him. "Come here for a second." Scott was started to be worried and followed his brother by climbing up the rocks. "He wants to show all of us."

"All?" Scott asked surprised.

"Yeah, you know, mutants." Alex reached the top and reached out his hand for Scott to grab. "He told me you were one, and guess what, so am I." He put his hands and continued, "See? Check this out." His hands started to glow red. "I couldn't believe it! I got these powers growing inside of me." He made his hands stop glowing and turned to Scott. "Man, I was creeped out until Magneto filled me in. He's great Scott. He knows so much." He starts walking down the path with Scott following him. "He wants to meet with us. That's all. I'm going. I mean, how could I not? But you got to come to okay?"

Scott turned his head from his brother and saw the big metal ball open for them to enter. Scott pointed at it and said, "That thing there, it'll take us to Magneto?"

"Yeah, come on." Alex ran to it and stopped when he got there. He turned around and said, "It's kind of scary, you know? But exciting. Please?" Alex asked pointing to the metal ball.

Scott put his hand on his head and said, "Ah, this just doesn't smell right, Alex. But...I'll go." He starts walking up to him. "Just to keep an eye on you and to find Professor X." Alex put a hand on his brother's shoulder and nodded. They entered the metal ball and saw it close after them. The thing took off to where the Professor was being taken.

Jean drove down the road to the beach giving Rogue a small glance. "Why do yah keep giving me that look Jean?" Rogue asked after twenty minutes of driving.

"Why are you so mad that you couldn't ride with Danny?" Jean asked making Rogue sigh.

"Ah should have seen that coming." Rogue muttered in distaste. Aelita told me that Danny was comforting her when I them in our room with his arms around her waist.

Wait, why would Danny have his arms around her waist for? Jean asked telepathically with a raised eyebrow.

I might have pestered Aelita a little too much about the project. Rogue looked away from Jean feeling a bit ashamed of it.

Rogue…

Ah apologized to her earlier and hoped what Ah saw was only something that…

Jean groaned mentally making Rogue wince a bit. Do you realize what you could have done by pestering her?

It doesn't matter now. Ah ruined our friendship because of it, but now she ruined it even more by telling me that he was comforting her. Rogue replied angrily as she crossed her arms. Why would she do that?

She said it because it was probably the truth. She probably became an emotional wreck, and Danny was the only one who knew what was going on to help her. Jean replied back while giving Rogue a hard stare narrowing her eyebrows a bit. Do you even realize how worse things could have gone?

Rogue turned her head away from Jean and muttered, "Ah don't want to talk about it."

Jean sighed, "Rogue…"

"Ah said drop it Jean!" Rogue said starting to lose her temper.

Kitty leaned over towards Evan and asked, "Do you have, like, any idea what that was about?"

Evan shook his head, "No, but I have a pretty good idea it has something to do with Aelita's secret project."

"Well duh, that secret has been eating all of us to know about it." Kitty leaned back in her seat with a sigh. "Good thing we're going to the beach to take something like that off our mind."

"You got that…Look out!" Evan yelled when the road in front of them suddenly started to shoot up in front of them.

Jean moved the truck out of the way of the rocks and kept on driving down the road narrowing her eyes. "We got unwanted company." She told them.

Kitty and Evan look out the window on their ends from the back seat and saw Lance driving his vehicle at them. "It's Lance and his friends." Kitty said.

"I'll handle it." Evan made spikes come out of his right arm and shot them at Lance's jeep. The spikes hit the vehicle but only caused damage to the headlights and the front bumper. 'Oh man, needs more power.' He fired more spikes at the vehicle as Jean drove the vehicle down the street avoiding the debris coming their way.

"If this keeps up, we'll crash!" Jean told them making the others look at her in shock.

"Why can't you use your telekinesis?" Kitty asked as Evan fired more spikes at the Brotherhood's vehicle

"I wish it was that easy!" Jean gasped when she saw some rocks fall down onto the road making her swerve off onto a dirt path down to a deserted beach. "I don't have the same type of control Danny has."

"Look out!" Rogue yelled just as Blob came into view in the middle of the street.

'Now the fun has just begun.' Fred thought sticking his gut . Jean slammed on the brakes but still ends up ramming into Fred's gut. Fred crossed his arms and asked, "Come here often?"

Lance stopped his car behind the other vehicle and got up from his seat along with Pietro and Todd. "Let's party."

Logan was climbing on the wing of the Blackbird and tried not to fall off. Charles was trying to make the flight go smoother or make it stop. 'Charles, relax.' Magneto telepathicly told Charles. 'I am in control.'

Charles looked left and right then looked up. "What is this about, Magneto?"

'I am simply taking steps to ensure our survival. We both know that humankind will not only learn of us, but they will fear us, for we are the future.' He telepathicly said to Charles. "And what man fears he tramples. So I should be ready for them.' Charles gritted his teeth together in anger. Wolverine made his claws come through the top of the Blackbird and tried to get himself in. 'Ah, yes, Wolverine. The man with the Adamantium claws.' Magneto made the claws bend making Logan groan in pain. 'Of course, adamantium is a metal,' Logan got flipped over onto his back by going forward. 'And I'm sure you must realize that I...' Logan was back in his normal position then his claws were back to normal. 'Am the master of Magnetism.' Logan's claws came out of the Blackbird, and he fell into the Pacific Ocean. He poked his head out of the water and saw the Blackbird fly away. He looked at an island nearby and swam to it.

At the institute, Ororo opened the front door and asked, "Hello? Anyone home?" She starts walking through the main hallway. "Professor?" She heard a cat then said, "Oh, hello. You're not quite the kitty I was hoping to see." She pet it a couple times then got up and continued walking. "Can you tell me where everyone's gone?" The cat followed her up the stairs. "Logan?" The cat stopped at the fron to the hallway Storm was walking down. IT turned back into Mystique making Storm say, "Well, look what the cat dragged in." She turned around and make electricity run through her hands. Mystique swung her leg then jumped at Storm only to get shocked right on the spot. Mystique screamed in pain and fell backwards down the stairs.

Danny drove his vehicle into the private area and asked, "How far behind is Johnny's vehicle?"

"He's catching up." She said keeping her eyes on the road behind them.

"We can't keep wasting gas like this." Kurt said gritting his teeth. "Johnny's shadow is tracking us, and I have a feeling we'll never lose zat shadow either."

"What do you want me to do?" Danny asked getting a bit frustrated with their situation. "The beach is not too far away, and we don't know why he's chasing us."

"Just get us to da beach. I'll take care of Johnny."

"There's a third aura following Johnny and the other aura, and this aura is not a friendly one either." Dawn said making the two guys grit their teeth.

"What is going on around here?" Aelita muttered bringing up images of the three people Dawn was sensing. She made the three images come up in front of Kurt and Dawn and said, "The person riding with Johnny is his girlfriend named Katherine."

"She has da same name as Kitty." Kurt said raising an eyebrow at the similarity in name.

"The other woman is named Penelope Spectra, and most of her history has been blocked." Aelita told them making all three of them feel confused. "It seems these three are after us, but I don't know why."

"What about the others? Are they doing alright?" Danny asked.

Aelita brought the image up of the others just in time for them to get dumped into the sand by the Blob. "The Brotherhood's attacking them!"

"What?!"

Logan made it onto the shore of the island and got down on his knees from being exausted form swimming. He sniffed the area then turned his head in surprise when he heard, "You look tired." He looked at Sabertooth who was leaning on a rock that was on top of a small mount. "Hard to stay afloat with metal bones, huh?"

"Why do I get the feeling I wasn't dropped her by accident?" Logan asked getting really angry.

"You got that right, bub." He jumped and landed on Logan.

Danny pulled his truck out onto the sand and parked it immediately. The four exit the vehicle and walked up to the end of the road to see a red convertible and a motorcycle coming their way. Aelita got in front of the three and transformed into her Lyoko costume. She made two fans appear in her hands and opened them up putting one in front of her mouth and the other behind her back. "Let's see how they liked being attacked by surprise." Aelita mutters throwing the two fans at the vehicles.

Johnny sees the fans coming his way and muttered, "Oh man, they know we're following them." He swerved his motorcycle out of the way of both fans and picked up the speed.

Spectra saw both fans coming her way and frowned, "Well, that's not a nice thing to do to a future psychiatrist." She jumped out of the car as both fans go through the hood of her car, come out beneath the dashboard, tear through the seats, and go out the trunk of her car. Penelope got up on her feet to see her car blow up making her groan in frustration. "Bertrand just had to be out with the other vehicle." She mutters in distaste. "And Vlad always did wonder why I hated kids." She started to walk to her destination down at the beach with a cool walk in her step.

Johnny skidded his motorcycle to a stop and removed his helmet along with his girlfriend. "Well, well, if it isn't blue boy freak who humiliated me back at the forest. What are you and your friends attacking me for?" He asked as his girlfriend got off his motorcycle. He heard an explosion behind him and turned his head to see a destroyed red convertible on fire and in pieces.

"She deserves it." Kat said crossing her arms with a bored look on her face.

Aelita caught her fans and looked at the fans with a raised eyebrow. "I don't remember these fans being so powerful." She mutters looking over the fans carefully.

"Why are you following us Johnny?" Kurt asked narrowing his eyebrow.

"I'm here for a little game, and the two ladies are as well, but I am a bit confused as to why she has to be involved." Johnny answered pointing back at Penelope who was starting to come into everyone's view. "You see the game is simple. We fight, and the winner gets to go to paradise."

"Sounds like a lame idea for finding a way to fight someone." Dawn said with no emotion.

"That doesn't matter since I didn't come up with the game." Johnny got off his bike and cracked his knuckles. "I only agreed to the game for a little payback from our last meeting."

"You really think we're going to let you guys do this?" Danny asked making his hands glow green.

Kat smirked, "Actually, the boss already got plans for you."

The group hears a loud sound behind them and turns around to see a metal sphere coming their way. "What is zat?" Kurt asked as the metal sphere floated down towards them.

"I don't like this." Danny said narrowing his eyebrows.

They watch as the metal sphere stops a few feet away from them. The sphere opens up and shoots metal tentacles out straight at Danny. Danny turns intangible once the tentacles reach him and flies up into the sky making the tentacles go up after him. 'What is this thing?' Danny thought as he kept having the tentacles go through him.

Johnny grabs Kurt with his shadow covered hand and says, "I wouldn't worry about your friend if I was you Nightcrawler!" He throws Kurt across the beach and runs after him covering his other hand with his shadows.

Nightcrawler turns the holographic projection from his watch and narrows his eyebrows. "Bring it on Johnny." Kurt said as he landed on his feet.

Dawn turned her attention to Kat and asked, "Do you really think it's necessary to fight?"

Kat smirked, "Actually, I do, but the good thing about me fighting you is that we're on even grounds here."

Dawn raised an eyebrow at the bluntness of that statement. "You can't seriously believe our mutant powers are on the same level."

"You control animals. I control anything that's of the male species." Kat said swinging her bag at Dawn who leaned back slightly.

'Did she just reveal her mutant power is controlling males?' Dawn thought as she walked backwards avoiding the fists and handbag Kat was swinging at her. Dawn ducked and swung her leg out from under Kat making her fall onto her back on the beach.

Kat got up on her feet and growled, "You'll pay for that animal freak."

Aelita watched as Penelope Spectra walked up to her and asked, "Are you going to fight me as well, or are you going to leave us alone?"

"Foolish child, I'm only here because of a job opportunity." Penelope said pushing her glasses up over her eyes. "I've heard about your recent fights with your friend Rogue. Why would you say such a thing to her?"

Aelita's eyes widen at the question. "No…" She took a few steps back as Penelope kept walking towards the girl.

"I thought you two were friends. Are you certain she would even forgive you for all the things you said to her?"

"Shut up!" Aelita yelled putting her hands to her head. "I didn't mean to do it. I didn't want to put a strain on their relationship."

"But you did it anyway. Now your friendship and their relationship are on the line." Penelope smirked as she saw the fear going through the girl's eyes. "Do you think Danny would even forgive you if those two break up?"

Aelita fell on her knees in despair at the question and cried, "I was upset! I didn't want to ruin their relationship!"

Penelope stopped right in front of Aelita and lowered her glasses slightly. "It's unfortunate that you did, and the best part is that you are too far in despair to stop me taking your energy." She put her hand on Aelita's head only to frown when she felt no energy come from the girl. "What?"

"Surprised, aren't you?" Aelita said from behind Penelope.

Spectra turned around in surprise and asked, "How did you do that?"

"I guess you never heard of my creation power since it allows me to create anything by using my voice including a decoy." Aelita glared at Penelope and raised her hands up with the pink energy in them. "I'm just glad I talked with Danny before you even showed up."

Penelope growled as the decoy disappeared. "They told me you would be an easy target."

Aelita smirked, "I probably would have been if Danny wasn't there for me." Aelita shot her energy fields and watched as the woman flew over the beach a few feet away from the vehicles. "If there was anything that I learned while being here is that Danny would never be upset with me for destroying their relationship."

Penelope growled, "You're lying. Danny's a teen who knows nothing about relationships and the real world. He'll be mad at you for breaking them up girl."

"Then I guess you know nothing about us then." Danny said punching Penelope in the head knocking her out. Danny made himself visible from behind the fallen Spectra and looked at Aelita just as the tentacles wrapped themselves around his arms and legs. He gritted his teeth and yelled, "Guys, win the fights! Whatever these guys are up to, it has something to do with their leader." He got pulled into the metal ball and saw it close making it completely dark.

"Danny!" Aelita yelled running at the metal sphere only for tentacles to grab her limbs and pull her into another metal ball that appeared out of nowhere.

Dawn watched her friends get taken away in the giant metal balls then glared at Kat. "Where are they being taken?" Dawn asked ducking back to avoid the purse swung at her.

"That's for me to know and for you to never find…OW!" Kat yelled looking down at her foot to see a hermit krab with its claw around her pinky toe. "Get off of my toe!" Kat swung her purse at the krab only for her other pinky toe to get pinched by another hermit krab. "OW!"

Dawn watched as hermit krabs started to surround the woman. "Oh, you might want to run before they start pinching your toes off." Dawn warned as she sat down on the rock next to a normal crab.

Kat watched in fright as more hermit krabs started coming her way. She looked at Dawn and growled, "How did you even get my shoes off?"

"They fell off when I tripped you earlier."

Kat ran at Dawn who held up the normal crab in front of Kat who skidded to a halt to avoid the claw. Kat swung her purse at the crab only for it to catch her purse with its claw. The crab threw her purse into the water which happened to make Kat fly off the ground into the water since she held onto the strap. Dawn looked down at the crab in surprise and blinked a couple times. "That was unexpected." She muttered when she heard a loud noise coming her way. She looked at the metal sphere coming her way and walked towards it with a sigh. "Trust Danny." She mutters not liking the situation.

Kurt jumped back avoiding the two dark hands slamming on the ground. "You really need to stop moving." Johnny growled running at Kurt again who teleported a couple yards away.

Kurt watched Dawn walk over to the sphere and muttered, "I sure hope Danny knows what he's doing."

Johnny shot tentacles out at Kurt who teleported away to avoid the attack. "Gr, when will you stop teleporting?"

Kurt appeared behind Johnny and wrapped his arms underneath Johnny's arms and said, "Yeah, like I would let you win." He teleported them to one spot then to another spot. He released Johnny and kicked the guy on the back teleporting in front of Johnny as Johnny fell forward in surprise. "Hello." Kurt punched Johnny in the face making the man lose consciousness and fall to the ground. He turned around to see the metal sphere come towards him making him grit his teeth. He watched the sphere come down towards him and open. The tentacles shot out and grabbed his arms and legs. He got pulled into the sphere and sighed as he was held in place as it closed.

"Hey man, that didn't take too long at all." Toad said liking this win.

Suddenly they felt the ground shake and lost their balance just in time for Jean to surface on the beach with her friends. "X-men, you know what to do." She told them.

"Yeah, well we got something to do ourselves, and that's defeating you." Toad said jumping at Rogue.

"Ah would rather be defeated by a flock of birds then by you." Rogue said avoiding Toad's jump. She kicked the guy on the back and went after him with a scowl on her face.

"Time to prove yourself Evan." Pietro ran and pushed Evan back down onto the sand crossing his arms.

"What do you gain from this pointless fighting?" Jean asked as Lance walked her way.

"Sanctuary." Lance said bringing his hands up forcing the ground beneath her to shake and pull her into the ground.

Jean forced herself out of the sand with her telekinesis and pushed Lance away making him lose his concentration and fall on his back. "This is stupid. Who promised you guys' sanctuary?"

Avalanche got up on one knee and glared at Jean. "I don't have to answer to you." Lance said making the sand pull Jean back into it.

Jean forced herself out of the ground and threw some rocks at Lance who jumped back to avoid them. Jean threw more rocks at Lance and jumped back to avoid some rocks falling down near her. She turned around to see a giant rock fall towards her and held it still with her telekinesis. "Lance!"

Avalanche smirked and put his hand out making the sand start to suck her body into it. "Sorry Jean, but I want to win. Actually, I'm not sorry at all." He pushed into the ground as she pushed the rock to the side just in time for her to be put in the ground completely. He made the ground shake again and covered the spot up with a couple giant rocks muttering, "That should last long enough for me to be the winner. I never stood a chance in the first place."

Kitty watched Jean get buried in the sand and yelled, "Jean!" She ran towards Jean hoping to get her out when she felt someone grab her arm. She turned her head to see Fred standing there with a smirk on his face.

"Sorry girly, but your fight is with me!" He threw her to another area of the sand and jumped right above her. He slammed his body on her and gasped in confusion when the girl phased through his body.

Kitty got out of Blob's body saying, "Yuck, Blob-ola, I, like totally need a shower now." Her eyes rolled to the back of her head, and she fainted falling onto the sand head first.

"I got you beat, and you know it Evan!" Pietro said as he ran around Evan who was shooting spikes out at Pietro. Pietro picked up the speed and covered Evan up in sand saying, "And I always speed to the top."

Toad shot his tongue out at Rogue and screamed when she grabbed it with her gloved hand. She threw him into the upside down X-van and watched Toad smack himself right into the vehicle making him lose consciousness. "Ah rather not have your icky thoughts in my head, Toad. But Ah'm dropping yah right here!" She said as she removed one of her gloves.

Lance put his hand on Rogue's shoulder making her look at him. "Relax Rogue. It's over."

"And here comes your reward." Fred said pointing up at the sky as four metal spheres came towards them.

Storm walked up the stairs and looked around for Mystique. Mystique came down the hallway doing some flips then jumped on Storm. Storm pushed Mystique off of her. Mystique landed on her feet and turned her body to Storm. "Give up, and I'll make this quick, Wind-Rider. I shouldn't even have to prove myself to him." She flipped and swung her feet at Storm.

Storm moved to the side and got on her feet. "I don't know why you have chosen to attack me. And in truth, I don't much care." She made the area foggy. "This is my home, and you are not welcome here." Storm punched Mystique in the face and made the fog go away. She turned her attention to some rumbling going on above her. She saw the giant metal ball come down and open up. The tentacles came out and grabbed her making her go into the ball.

Sabertooth swung his claw at Wolverine and barely missed Logan's head. Logan jumped onto Sabertooth and jumped up when Sabertooth hit the ground. Logan landed on his feet and turned around bringing his left claw out. "Tell me where Magneto took Xavier, and maybe I'll go easy on you." He brought the right one out. "Maybe."

"Hey, he had it easy...A free pass to sanctuary while the rest of us got to fight to get in, which actually suits me just fine." Sabertooth said then ran at Wolverine.

"The gathering is almost complete." Magneto said as the metal spheres started to fly towards the meteor. "Just Wolverine and Sabertooth to go." He told his friend as they traveled down the hall. "A storm is coming Charles, and our resolve must be ironclad."

"Your invitation begs the question...What happens to those who won't come willingly?" Charles asked him.

Magneto turned around and walked on. "If necessary, sometimes salvation must be force-fed." They turned their attention to Rogue, Kurt, Dawn, and Storm in sleeping chambers.

Charles rolled up to the one where Storm was and put his hand on the glass. "Magnus, you haven't saved them. You've abducted them." Charles said slamming his hand on the wheelchair.

Magneto crossed his arms. "A certain amount of persuasion may still be needed, I'll admit." He says as Blob, Quicksilver, and Avalanche entered the room. He walks to Charles and pointed at the door. "But for every unbeliever...There is a new convert." The door opens revealing Scott and Alex wearing blue pants, white shirt, and brown jackets.

The Professor looks at Scott surprised and said, "Scott, no."

"There's more Charles." Magneto said with a knowing smile.

Danny and Aelita walked out into the open wearing their usual uniforms with worried looks in their eyes. "No, Danny, Aelita, please don't…"

Danny looked at Rogue's chamber then at Kurt, Dawn, and Storm. 'We'll get out of this situation guys. I promise.'

Yes, Jean lost her fight against Avalanche, and Kurt defeated Johnny again. Now, I was going to include a whole story as to why Penelope Spectra was in this chapter fighting to win, but I decided it had nothing to do with the chapter so I cut that out for a later chapter. Also Jean's loss was…well it was just plain stupid even to me, and I wanted it to change from the normal group of people who were the original winners. I couldn't change Storm or Rogue which left Jean. Lance knew he would lose if he and his friends didn't have the element of surprise nor the terrain they were around. Plus, there have been times he did have her on the ropes as well in the future episodes.

Anyway, I wasn't originally going to put Spectra in the story, but I almost forgot about the story line I'm doing with her and her team. Also I'm keeping Vlad in the dark to make things more interesting when he and Danny meet for the first time. I might as well mention Vlad's 'round table' in some degree. Vlad in a way is going to be a Kingpin of crime like the original. The only difference is that he doesn't care too much about his success. The rest should be self-explanatory if you watched Danny Phantom.

Anyone else surprised about the tension going on between Aelita and Rogue now? I did not originally plan that to happen, but I got a whole new idea in this story anyway.

I am also going to mention that I'm changing the whole story line to just Marvel from X-men Evolution. Meaning it will stay together as one whole and not split off at all. When will I do it? (shrugs)

I hope everyone enjoyed the chapter, and I would love to have reviews for your opinions. If you think something is out of place, I would love to know and see what I can do to fix it. R&R