Author's Note: Well, well, well.. We reach probably the most massive, and dramatic chapter in this story yet. I originally began writing this after completing chapter 7. So I'd been working on it for a long time, and perfecting it all the way up until I submitted it on my dev.Art account. Pretty happy with how it came out...but it was damn near close to 6000 words... So I split it into two chapters.

Wen1 - Your review made me laugh. Thank you.

All reviewer - Thank you so much for everything so far (: I'm glad you are enjoying it.

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), Gambit, Rogue, Beast, Magneto, Xavier, Bobby, Kitty...more in other chapters

Pairings: major Scott/Jean, major Rogue/Remy, minor Logan/Ororo, moderate Logan/Jean, minor Bobby/Kitty

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.

13 -- Ultamite Part 1

His feet thudded against the hard earthy floor, and the beat mimicked that of his racing heart.

"They ain't gonna keep me locked up… That ain't enough to stop me…" he breathed, racing through the thick forest. He ran as fast as his body would allow, and he'd run as far as his legs would take him, as long as he got to her before it was too late. The thought of it "being too late" sent shudders up his spine and made the hair of the back of his neck rise, and only drove him further.

"Now if only I knew where the hell they'd all gone…yeah that would be helpful," he gasped as he came to a momentary stop, scanning his surroundings quickly.

----

Cyclops' optic beams were enough to blow a hole clear through a man's skull. Storm's lightning strikes were more than precisely aimed, so much that men were practically burned on the stake. Angel crouched in a tree only feet behind the front line action, waiting for the perfect moment to pounce. Beast was off to the left, using brute strength to tear at the humans who dared to approach him. Bobby was standing before Kitty and Rogue, all of which were waiting for their chance to come forth.

Wolverine was the most vicious; he drove his claws into the flesh of the various soldiers as their comrades watched helplessly; hoping to not meet the same fate. Within moments the man's silver claws were dyed a thick shade of crimson, and his animal instincts were flaring unstoppably from deep within his body. Storm strode forward after the man had cleared the front line, and through his blindness, he clipped her arm with his claws. She flinched back for she now sported a flaring red gash across her forearm, yet she did not scream. Instead, Storm reached out for him again and touched his arm lightly as she nodded gently.

He shook the blood from his claws as he edged her backwards. "I can't afford to have you hurt," he hissed.

But his explanation was cut short when a rain of bullets soared through the air towards the X-men. Logan snarled as he pulled Ororo to the side, his chest heaving as he looked over his shoulder at the humans that despised them so much. He then whispered, "Okay, correction. Just keep yourself alive."

----

They'd torn maybe two hundred humans apart, but the human forces seemed endless, and the battle had hardly even begun. Phoenix waited for the opportune moment to strike, for she'd not exactly chosen a side to fight for yet, despite the fact she'd claimed loyalty to the Brotherhood and the X-men beforehand. She waited at the edge of the greenery that Angel had previously taken shelter in, when an idea flickered across her mind. A smirk crossed her lips, and then she jumped right into the quickly developing plot.

The fiery woman leapt into the air and caught the current in the whipping wind. Her hair flailed around her face wildly, almost like a raging wild fire. No doubt this was due to Storm's insanely strong hold over the weather and winds.

"I think I've had enough of this damn wind…it's putting out my spark," she mused in a melodic voice. Her eyes narrowed slyly as she spoke, and she was talking towards Ororo in particular.

Storm wasn't exactly paying much attention to Phoenix, for it wasn't too long ago that she had rejected to help the X-men, and Storm couldn't possibly accept the fact that Jean, or rather Phoenix, would turn against them, or the mutants in general at that. So, thus, she wasn't ready when she felt an invincible blow to her head. And of course the power-hungry Phoenix didn't stop there. Once Storm had been knocked out of her concentration and onto the floor, the fiery woman continued to strike at Ororo until finally the woman managed to summon a weak strike of lightning. Even still, Phoenix managed to jump away from the bolt. Ororo swore to herself as she found that she could hardly move through the bruises and blood that Phoenix had so kindly given her.

"How does it feel?" the woman hissed.

Storm let her head fall against the hard, earthy ground in temporary defeat. "You tell me. You're the one destroying the ones you love…" she breathed, another lightning strike ripping through the sky towards her.

She sighed contentedly. "Wonderful, actually," she purred, stepping away and narrowly missing the second bolt.

Ororo's eyes suddenly stung, and she felt the prescience of tears behind her lids. She gave a shuddering sigh that she managed to turn into a cough, and then she decided that she would try something that could either save the team and end this war, or it would kill her.

'Jean…fight her,' Ororo begged mentally, through the connection Jean held for the two friends. She was straining desperately to reach the Jean that was now locked away under Phoenix's hold.

The woman physically flinched backwards and gave the white-haired woman a horror-stricken glare. She then barked, "How dare…how…dare…" her voice slowed and was replaced with her struggling to find the air.

'Storm…' Her voice was such a relief to hear, despite the fear and loneliness it held.

'Fight her, Jean! We need you…this has to end,' Storm replied strongly. Her gaze lifted to Phoenix's dark eyes, which flickered a deadly shade of red.

"Shut up!" Phoenix snarled in an unearthly voice, just before throwing a sharp kick at Ororo's chest, knocking the air out of her lungs as she uttered a scream that turned into a gasp. A cracking noise had been heard.

She coughed violently as she rolled over slightly, blood spilling from her mouth in splatters. She sucked in a wheezing breath as she finally fell limp; the crushing pain in her chest and the pain of her wounds finally starting to taking a toll on her consciousness.

'…Jean…please don't do this…' she whispered via their mental connection. 'If not for me…then do it for him… For Scott…because god only knows how scarred...how heartbroken he is.' She paused, and then cried, 'You love him, Jean! …and if that doesn't do anything, then I don't think anything will…'

"The man…the man I love…" she breathed, her eyes searching the battlefield for answers. "No…no…" she mumbled, her head shaking slightly. Her eyes then dyed the bright hue of red, and she snarled demonically, "I care for no one…"

----

Meanwhile, Rogue was doing all she could to dodge bullets and the cure guns. She'd realized a little too late that her powers weren't very helpful over the far distanced combat, so she was just waiting in the sidelines for when she was really needed. Even still, the humans wouldn't tolerate the mutants, and they shot at any and all whom they could get a clear target on.

But after running a bit off-site, she found herself nearly completely surrounded by armed humans, with rifles locked on her. They were about 150 feet away, but even still, Rogue could tell she was about to face her untimely death…

She heard the explosions and winced. The bullets rearing out of the guns… She could tell they were growing closer, but she'd fallen under the deer-in-the-headlights stature and she felt frozen in fear.

And then there were several dozen explosions, these less ear-shattering than those of the guns.

Rogue gasped as she spied a few playing cards floating through the air in front of the soldiers. She whipped her head around, and there Gambit stood. A smile of confidence was glowing on his face, and two cards were between the fingers of his right hand: the queen of hearts and a joker.

She rushed into his welcoming arms, and then she uttered a tumble of "thank-yous." One of his arms laced around her waist, and his eyes darted between the soldiers as they now aimed at the embracing pair. He narrowed his eyes, and with the flick of a wrist, the soldiers were no more.

"Oh god…Remy," she cried quietly into his shoulder. Her arms were securely around his neck, and as soon as he was sure the soldiers had fallen, he gave a sigh as he pulled her tight against him.

"I couldn't just leave you alone…" he whispered into her neck, "I mean…it's a war for god's sake…"

She slowly inhaled and felt the warm hazy feeling of his scent. She moved just enough to catch his eye, and then without thinking, the two brushed lips. As the chilling feeling rose in Gambit's jaws, he pulled away with a sharp inhalation.

"Not right now," he breathed, shaking his head slightly, "I came here to help…not to pass out again."

Rogue nodded and breathed, "Yeah…" She paused before she continued, "But you're…you're still healing…"

"I've been locked up in that damn place for a week. I'm fine," he objected.

Despite the happy reunion of the two lovers, the images that came next were almost unbearable to watch. Yet, the X-men along with the humans couldn't seem to tear their eyes away.

Bullets exploded left and right. Phoenix remained on the ground level, her eyes scanning slowly, as if lost and confused. The fire in her eyes never died, but tears soon flooded in.

'Get out…' Jean cried pathetically from within her mind.

'There's no use now, Jeanie. They're as good as dead at this rate,' Phoenix growled back.

'If you kill them…if you kill them--I'll destroy us,' Jean threatened.

'That's never stopped me before, sweetie,' Phoenix replied curtly.

The Phoenix gave a bird-like shriek of joy, and then soared up into the air, several stories above the battle below. Her arms were extended rather majestically on either side of her, and her eyes were burning wildly with the furious shades of red.

Jean, struggling for control over the force on her body and soul, cried. Tears spilled from "Jean's" eyes, but seeing as the Phoenix was in control, the tears that were supposed to be a watery waste product, came as blood instead.

Her vision was dyed red. Just like his.

Her lips quivered. She tried to apologize to them, but the Phoenix and her overbearing powers of sin forced her to take a momentary vow of silence. So, instead, Jean screamed.

'I'm sorry,' she cried aloud over the battle raging below. 'I…I broke so many hearts…so many souls…' her eyes wildly gazed over those whom she'd called friends, and as they did, the fire glowed from her eyes. The bloody tears still flowed from her eyes as she begged for forgiveness, 'I hurt you…' she stared into what seemed the very souls of Scott and Logan, 'and I enjoyed it.' She flinched back at the truth.

"Seems little Jeanie is a bit shaken," Phoenix hissed. "Or maybe I'm just to strong for her to bridle."

Her eyelashes swept over her reddened eyes, clinging to the smallest bits of blood. Her vision was dyed such a deep shade of red that it made her sick. After a shuddering breath, she looked to Scott and then Logan, and then to the first man again, desperation and anxiety rising dangerously within her. Her face was twisted with many expressions; none more identifiable than the deadly seductive grin mixed with the somber grief. Jean was fighting Phoenix; soul fighting body, and it was ripping her apart.

Her scream was vocalized now, and as Phoenix dove deeper into the darkness of Jean's heart, ripping it up along the way, both Logan and Scott flinched back, feeling as if their chests were on fire as well. Their connection to her was indescribable, and undeniable.

Flames then erupted from her limbs and easily over took her body, causing her to give off a vibrant red-orange glow. Her glance flickered over her shoulder for a brief second, looking back to the mutants whom Jean once called allies, and then she threw her head to the darkened sky above her as a now soundless scream exploded from deep within her.

"So be it…" Phoenix hissed aloud.

Quickly following this, her eyes fell closed entirely as the fire seemed to concentrated around her chest, specifically over her strained heart. Her breaths came up short and she struggled to keep herself alive as the fire seemed to tear it's self out of her body; Phoenix was literally ripping herself out of Jean's body.

Magneto turned at this point, and he commented, "That will leave a scar…"

Phoenix, a glowing feminine figure made entirely of white and bright orange flames, smirked devilishly at Jean as she attempted to come to her senses. The copy of Jean engulfed with flames then reached out and gently grasped the true Jean's chin and whispered, "Don't mistake this as freedom."

And with that, Jean fell into the darkness of unconsciousness, and Phoenix dropped her hold on the woman. She descended into a sickening fall that was clear over ten stories high. Phoenix smiled to herself as she watched the mutant fall back to earth; it would be death-defying if she managed to survive. The fiery spirit then turned and extended her arms, which melted into feathery, fiery phoenix wings. She too dived beside Jean in the high speed fall, and she hissed, "I hope you're as strong as they say…for if not I've made a fatal mistake…" Phoenix then pulled up, and she flew a few dozen feet from the ground as she literally breathed fire upon the dried earth below, creating a wall of flames between the humans and the mutants, the X-Men and the Brotherhood.

"Logan!" Rogue shrieked over the gunfire, pointing to the scene before them.

He whipped around, and whispered, "Jean…" knowing there was no possible way to save her at this point.

"Jean!" Scott shouted rather desperately. He'd only seen a glimpse of her in the air, for he was actually having a one-on-one with another mutant of the brotherhood. He'd actually had to do a double take when he saw her tumbling out of the sky.

He was close to one hundred feet away; Jean was only about fifty feet from the ground, and Scott was starting to lose faith in miracles.

The adrenaline fired through his muscles insanely as he made a mad dash for her. Although he'd seen Phoenix separate from Jean's body, he had no idea if he was running to seize a living or dead Jean from a lethal fall. He hoped she was alive, for if not he might just have to kill himself from the strain. He cried out to her again, and then just as they were both twenty or so feet from their destination, he again made it to a speed he didn't think possible for anyone, let alone him. He then came to a skidding halt with less than a second to spare, and he fell to a sliding position as he caught her out of the air. His heart had stopped, but when he fell to his knees, he gave a shuddering sigh of relief and he clutched her with a death grip to his heaving chest.

"Jean…" he whispered, just before kissing her forehead. He then suddenly remembered that he didn't know if Phoenix left her alive or not, so he gently propped her further upwards, balancing heavily against his kneeling figure, and he held his own breath as he lied his head against her chest. "Please," he mouthed.

There was nothing.