Author's Note: Thank you for the kind reviews :) I'm very happy you all want to see more! ...So finally we begin to kick things into gear... Phoenix becomes more like the assertive...thing...she is in the movies.

Summary: My initial take on what X3: The Last Stand would be like. Centered around Scott, Logan,and Storm's grief for Jean...they quickly learn that Jean has grown far stronger than ever imagined.. Magneto is drawn to Jean's sudden growth in power, and is also alarmed by the human's decision to create the "cure"...

Rating: Between T-M. There is a fair amount of language, semi-frequent mildadult-type-themes, and violence.

Main Characters (most main to lesser): Scott Summers, Jean Grey/Phoenix, Logan (Wolverine), Ororo (Storm), Magneto, Xavier, Rogue, Bobby, Mystique, Pyro...more in later chapters.

Pairings: major Scott/Jean, minor Logan/Ororo, moderate Logan/Jean, moderate Rogue/Bobby, and more in later chapters...

X-men is in no way owned by me...because otherwise I would have changed the way X3: The Last Stand was written. This fan fiction is also completely movie-verse.


Chapter 7 -- New Feelings and Alliances

"Scott…please kill me…" she rasped, looking to him with desperation.

He wouldn't do it. It was the one thing he was entirely sure of; he would not harm the woman he loved, even if his own life depended on it. "Jean…" he began.

"Scott…!" she cried, "…please, now… This can't continue…don't make both of us suffer…" Her light eyes were frantically searching his.

"No," he whispered, shaking his head. He then looked to Logan uneasily, hoping he was making the right decision. Logan gave a short nod in response.

"You'd make her suffer…?" a cold voice questioned. "Fine by me," Phoenix purred.

Scott and Logan watched helplessly as Jean began to loose control again. Logan edged backwards, releasing her as she struggled to control her own sanity.

"Scott… DO IT NOW!" she demanded, looking to him with tear-stricken eyes. "If you want this to end…" she breathed.

His eyes flashed to Logan, who was now biting his lip. He shrugged after he caught Scott's eyes, and then he gave a short nod only seconds later.

It was for the best, after all.

Scott withdrew his glasses regretfully, and the red-hot beams exploded energetically from his eyes. And in the brief moment before they came in contact with Jean, her eyes were dyed dark again and flames caressed her skin. The lasers came in contact with her flames, and Phoenix sucked in an unexpected breath as a seemingly endless amount of energy flowed into her body.

Jean wanted to scream her lungs out to beg for Scott to stop, but she had just demanded him to fire at her in order for her to die. At the time, death seemed like a much better option than Phoenix's rule, and she'd rather Scott's lasers kill her quickly than Logan's knife-like claws make her suffer through a painful death. Little did Jean know that Phoenix had read through Jean's thoughts and she'd jumped two steps ahead again, and make it so Scott's blast would only add to her energy force. With the flames surrounding her, there was little chance for anyone, or thing, to harm her.

And while Scott's unbreakable beams continued to fire, Phoenix used this as a connection to him. Thus she forced him with her own telekinesis to continue to fire his lasers at her, providing her with a burst of energy that she desperately longed for.

Phoenix's eyes reflected the wildly dancing flames as a menacing grin crept over her face. She then edged closer to the slightest degree and said in a seductive voice, "Don't stop now." She then laughed vilely as she threw her arms and head back in sheer delight over the fact she'd deceived not only Jean Grey, but Scott as well.

Scott flinched back at her voice, and then he hissed, "Damn it," as he realized he couldn't pull his fire away from her body. She'd made it so that he couldn't break the beams nor look away. It was a living nightmare.

And just as Scott was about to cry out for help, Logan sprang into action and attempted to drive his claws into the unmerciful woman's side. Yet before he managed to fully launch his silver spikes into her flesh, she yelped unexpectedly and shied away. This cut the connection between herself and Scott almost instantly, allowing him to push the glasses back over his eyes once more. Phoenix gave them both a hateful look before she tore off down the hall, making a desperate escape.

But the woman flinched back due to startlement upon approaching the doorway, for she wasn't expecting Ororo to be standing there. In fact, the weather-woman looked a little shaken; she'd heard the crash of the door but didn't know what or who had caused it.

"What is she doing out!" Storm cried, now moving so she blocked the door way from Phoenix as best she could.

Scott still remained slumped against the wall, rubbing his forehead forcibly. Logan leapt up and advanced to Phoenix, anger clearly spelled across his face.

"Get out of my way…" the red-head spat. And when Storm would not move, she hissed, "…if you favor your life, that is…" Storm didn't budge, much to Phoenix's disbelief.

"Who side are you on?" Storm questioned unexpectedly.

"What?"

"Who do you stand with, Phoenix?" she repeated forcefully.

She arched an eyebrow and then replied in a low, curt voice, "I am with him."

Storm narrowed her eyes and cocked her head in question.

'The other old man,' Phoenix clarified mentally.

"Oh…you wouldn't--!" Storm snarled, shoving against Phoenix in blind anger.

She gave a final glare to Storm, narrowing her eyes just before she mentally thrust the white-haired woman down the hall. Logan heard her crash against the floor a second later, and he lunged at Phoenix at this point. The woman lit herself aflame, and then snarled at the man threateningly.

"Damn you to hell," he breathed as he came to an uncertain stop.

"See you there," she muttered before whipping out of sight.

There was silence, excluding Storm's slight groans of pain as she pushed herself off the floor. The deadly silence rang in all their ears after the vile woman's departure, when suddenly..

"Looks like this is far from over," Scott muttered, rising to his full height, still wincing at the headache the woman had given him.

----

It was the next day, and Scott had retreated back to the shadows of his suite yet again. He had locked himself deep in thought and wasn't very willing to do much of anything outside of breathing and hardly attempting to eat. Storm had tried to comfort him several times, but her efforts were in vain because the man simply refused to listen.

Logan escaped to the patio facing the backside of the grounds. He bit his lip as he let his mind wander. He found himself thinking heavily of Jean and the hollow love he thought he felt towards her, the utter unforgivable woman that was Phoenix, and then what Phoenix had done to not only him, but Jean, Scott, and Storm as well.

'Storm,' he thought. The name sounded hollow, meaningless. He paused as a perplexed glare crossed his face. 'Ororo,' he thought strongly.

'Yeah. That's better.' He sighed and then leaned against the banister around the porch facing the forestry that lined the school grounds. Suddenly a shadow flashed across the sky, and Logan stared up into the overcast heavens.

There she was, in all of her splendor. Ororo hovered in the air about two dozen feet or so, swaying with the wind. Logan noticed that her eyes were strangely red, rather than white as they were normally when the weather was foul. His gaze was fixedly stuck on her as he continued to watch her dance among the current that she was clearly not creating.

For several minutes, all Logan could do was lean against the railing stiffly, and just watch. It was almost pathetic of him, but he really didn't care at this point. Besides, if someone came up and asked him, he could just say he was watching a bird or something along those lines; not like anyone would care what he was doing anyways.

She would skim the swaying treetops, then she'd scale the invisible stairs of the skies, and then she'd just float in one spot. It was very much like watching a hummingbird, except Logan was finding much pleasure in watching Ororo's slender, curving figure bend with the wind.

'It's almost inhuman,' he thought, 'to see her so free, like this.' His gaze flickered away as he collected his thoughts. Over the past few months Logan had decided that Jean wasn't ever really coming back, and that Phoenix was certainly too much of a demon to love. But whenever Logan looked to other women, he found himself frustrated, until he gazed upon her.

Storm was different. How? He wasn't sure, nor could he explain it. They'd never really spoken closely prior to Jean's untimely "death," and now all of a sudden they were becoming very close. Funny what death does; it ripped away what Logan believed to be his love for Jean, yet at the same time it freed him of her flirtatious torture. He was now able to breathe…until he looked at her.

As far as Logan knew, Storm wasn't with anyone. By the way she acted, she only enforced this statement.

He then shook himself. 'What am I thinking?' he barked, 'She'd…no. Just, no.'

Logan turned away and leaned against the railing so that his back faced her now. At the same time he closed his eyes, but as he did so all that he could see behind his lids was a repetitive replay of Storm's graceful figure floating in the sky. He clenched his fist and then angrily spun on his heel, facing her again, with eyes open.

"Damn it…what is wrong with me?" he swore, his gaze ripping across the sky.

She sighed heavily, her chest rising and falling slowly. She then closed her eyes as a breeze swept her hair backwards. After a few seconds, she left herself fall forwards in the air, and then she swept into a graceful, animal-like dive.

Logan's mouth nearly fell open as he stared at her dramatic stunt. His initial animal instincts fired off deep within him, and they screamed "save her" over and over again, but he knew he was too late, even if he'd wanted to catch her.

She continued to fall, starting at twenty-some-odd feet, descending until she was only about five feet above the cold, gravity-infested earth. Her eyes remained closed as her arms and hair were thrown back. Logan bit his lip as a sudden burst of adrenaline went off, but he forced himself to stay put with great difficulty.

He'd wanted to save her.

But again, acting as a beautiful bird would, Storm swooped upwards at the last available second and then she propelled herself over the roof of the school. Logan ducked under the secluded cover of the porch as she soared upwards, but he still heard her feet connect with the roof above. He uttered a sigh of relief; he'd not been seen, just as he intended.

Silence echoed for several minutes, and Logan actually began to doubt if what he'd seen was real. Storm hadn't stirred in quite some time, it seemed, but just as the thought crossed his mind, a lighting bolt cracked violently. The man stole an upward glance at the woman, whose eyes were now a glazed white tone. She had produced the lightning this time.

She lowered herself to her knees atop the shingles on the roof, and then she threw a fist against the ridged surface beneath her feet. "Damn you all," she whispered, her voice wavering, almost to the point of breaking. Another lightning bolt flashed, but no sound was produced this time.

She uttered a pathetic sniffle, and then she gasped as she fought back tears. "Why did this have to happen? Why did you have to go, Jean?" she cried. "And god…Scott…I don't know how you hold on. I don't…I don't know how you stay so damn strong…"

Logan bit his lip and he shifted his gaze towards his feet.

"And Logan…"

He suddenly looked up again, his interest restored.

She sighed and the thunder rumbled off in the distance. Her voice dropped to an inaudible level, and she mused, "If only he knew… If only he knew."

"Knew what?" he breathed, only catching a mere tidbit of the statement.

----

"Well, well, well," Magneto mused. "It seems you humans have sank to a new low!" He smirked at the doctors that huddled around Mystique's observation table, murmuring amongst themselves.

"It…it's really you…Erik," one whispered, a sense of fear was recognizable in his voice.

"Really? I would have never guessed," he chuckled, raising his hand slowly. He then raised an eyebrow and smirked again.

The handful of doctors sported widened eyes as they caught the mutant's confident smirk. Of course they were just humans, and besides the alarm system (that he and Pyro and had easily disabled), there was nothing stopping their entry. Yet, it was not only their unplanned arrival that left the men in lab coats fearful…

A large assortment of scalpels, scissors, and syringes were conveniently left lying upon the various tables in the room. When the humans caught wind that 'Magneto' could levitate metal, they were a little to late on the reaction end.

After a few minutes of particularly squeamish handiwork, Magneto remarked loudly, "Poor things never saw it coming." He then threw his cape over his shoulder and advanced towards the blue-skinned woman lying on the table in the middle of the room. Pyro's gaze fell to the men lying in particularly painful positions with various instruments through them. He shuddered and then scampered to the opposite side of the operating table, trying (with great difficulty) to rid the painful images from his mind.

Erik sharply exhaled in disapproval as he looked over Mystique's slumbering form. "Those idiotic humans will get what is coming to them, that is for sure," he snapped. He then turned on his heel and barked, "John, assist Mystique off the table so we can get out of here before the 'authority' arrives."

"But sir…isn't she…unconscious?" he questioned uncertainly.

"You tell me," Magneto replied. Yet he did not wait for an answer; instead he simply continued to strike towards the exit of the seemingly endless building.

Pyro was left with Mystique, whom he was not convinced was conscious. He sighed and gripped her arms loosely, shifting her closer to him and then sliding her legs off the edge of the table. As he hoisted her into a position where one of her arms was draped across his shoulders, she murmured something incoherently.

"Yeah, what is it?" John replied, taking slow strides.

"They're…they're…" she mumbled, pulling into consciousness rapidly, "They know what they're doing…"

"What?" John questioned, slightly confused, slightly startled.

"They…they put…the cure in me," she explained hoarsely. "And they've got an ass-load more waiting…" she paused and then continued, "They're…they're going to…a war…"

He managed to drag her out to the helicopter that he and Magneto had piloted, and then he explained to his boss what Mystique had uttered as he helped her out of the prison-like lab. Magneto hardly looked fazed, but he was slightly worried inside. Although, on the flight home, he thought heavily on the subject and continued to come to one solution… One that not be pretty, nor easy.

But the thing he found waiting on his doorstep once he returned was just as gruesome. A beaten and battered Phoenix was waiting patiently to speak to Magneto, whom she was so sure had nothing to do with her clouded memories of rape or capture. Once she finally caught her breath she growled, "I'm joining you, because there's no way in hell I'm siding with a bastard who raped me just after I was brought out of dormancy." Of course she was referring to Scott.

Magneto arched an eyebrow and then chuckled. He turned back to Pyro, and an almost completely healed Mystique and smirked, "Did you hear that? Ms. Jean Grey wishes to join us, after all." The elderly man turned back to his guest and smiled fakely. "Of course we'd love to have you, my dear," he chuckled.

As he welcomed her into his "humble lair" he muttered, "Those idiotic X-men will soon learn their fate…they should have told dear Phoenix the truth while the had the chance!"