Author's Note: Continuation of Chapter 13... Yes, I basically split the chapter right in two, and this picks up immediately after chapter 13.

Ugh. Saw X3 again today. Still not impressed with it. Although I have read that it was so good in the box office that they are seriously concidering an X4. Hopefully Bryan Singer would come back if they did 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.


14 -- Ultamite Part 2

He drew back in disbelief. "No…Jean…" he paused as the shock began to sink in. "Jean…Jean listen to me…" he pleaded. His hand trailed to her neck, desperately trying to find some sort of pulse.

She then coughed violently and her lungs began working again as she fought for air. Scott uttered a thanks to god beneath his breath as a shaking smile over came him. He then stroked her shoulder gently, justencouraging her to breathe.

"Cyke--!" Logan cried desperately off to the left.

Scott looked to him, and then looked to where the man's eyes were motioning. The mutant that he'd been brawling with was ready to draw blood from either himself or Jean, and instant fury came over him. He fiddled with the switch on his visor and released a blast of red that caused the younger mutant to soar backwards and come near death by colliding with a tree.

He uttered a sigh as he rubbed his forehead with his free hand. He then realized that it was relatively quiet now, save for the occasional crack or pop of the blazing wall between them and their enemies.

"Damn it…" Logan swore a little too loudly.

Scott turned slightly as if to ask what was wrong, although he knew the answer already.

"How the hell are we going to fight if we're two down…? Or maybe even four down…if we stay with them, that is," Logan questioned, motioning to Storm and Jean. "It's not like there was that many of us to begin with."

"I don't know," Scott replied breathlessly, still shaking with disbelief.

Logan then motioned to Jean and asked emptily, "Is she alive?"

Scott nodded, and Logan closed his eyes and gave a sigh of relief, just asthe other manhad only moments earlier.Scott then called over the growing roar or the flames, "You go; I'll watch them."

Logan arched and eyebrow. "You sure, Cyke?" he said reluctantly.

"Just go…I've got it covered," he insisted.

Logan then rose and carried a semi-conscious Storm to Scott's side. He then growled, "I swear to god--"

"Logan, just get out there," Scott insisted as he threw a hand over his shoulder, motioning for Logan to get back into the mess of the battle.

As he left, Scott eased Jean against one of the trees behind him, and then shifted Storm so she too leaned against the trunk of the towering tree. He then shook himself back into reality, and shifted his gaze to the skies, locating a rather diabolical-looking Phoenix floating above them. He rose reluctantly and stood guard over the two women, ready to kill anyone other than their allies that drew near.

----

A few minutes had passed when Jean mumbled incoherently and pushed herself away from the ground. She held an unsteady hand to her forehead as she moaned quietly in pain. This instantly had Scott beside her, trying to tend to anything she needed. Although it took her a few moments to actually come all the way into her regular self,but when she did she was shaken and she didn't believe her eyes.

"Scott…?" she whispered through barely parted lips. She reached for him with her free hand, and her fingers brushed against his shoulder. "Oh my god…it was real…"

He pulled her rather roughly into an embrace, and he swallowed harshly as he tried to find words to explain himself, or anything at all for that matter. She pulled her arms around his back and gave a shaky sigh due to her overbearingemotions.

He had his back to the flame wall and she was in view of it, and she finally relaxed slightly when she realized this was real, and that Scott wasn't going to slip away again. She was only beginning to smile with reliefas her eyes scanned the sky. There she found Phoenix, eyes wild with power and her body flickering with flames that mirrored the wall before her.

"Oh god…" she whispered, pushing Scott away slightly as she turned to get a better look. Scott's arms were still on her shoulders."She was inside me…" Jean breathed, resting a hand over her heart. "And she left me alive?" she whispered, her face showing perplexity.

Scott displayed a shaky smile yet again, and he touched her head and smoothed her hair as he whispered, "Jean…you're free."

"No…" she objected quietly, shaking her head. "I can guess why I was left alive," she breathed, her eyes glazing over with tears again. It wasn't fate that she'd survived the fall.

"Jean…what, what is it?" he whispered hurriedly, panic beginning to over-throw him again.

"I'm her host…" she explained, in a far off voice, "She can live as long as I'm still alive…that's got to be the only reason I was left…" She paused and then cried, "That's why she said 'fatal mistake!'"

Scott shook his head, as if he wasn't able to understand what she was saying. Jean then focused her view on the taunting wall of flames beyond Scott, and she sighed miserably. Her eyes fell closed as she whispered, "I know what I have to do."

He looked over his shoulder, as if he'd forgotten the flames were there. His eyes widened as he understood what she was saying. Jean rose to a standing position with great difficulty, and then she edged away from the man she'd given her heart to. His fingers were firmly around her wrist, and he had no intention of letting go.

"Scott," she whispered, her voice threatening to break, "you have to let me do this." She began to push against him mentally, causing him to almost misstep as she edged him away. "It's the only way…"

"I'm sick of hearing that, Jean. There's got to be another way." His voice was cold, and he grimaced as he saw her flinch. He hated to hurt her.

"Scott, would you rather the whole world suffer from her wrath, or just me?"

"There's no difference; you are my world," Scott objected loudly, although he knew there was little hope of him winning this battle.

"Please…please, just let me go, Scott." Anymore of this arguing and she just might breakdown again.

He stared at her. There was no way in hell he was going to let her slip away, again. Or at least that's what he so strongly believed. But without consciously knowing, he'd released her.

She nodded, and then whispered, "If I die, then she dies. The world will have peace restored partially, and everyone will eventually be able to move on," she paused. "Including you, Scott." And before he had a chance to object, or even respond, she turned to face the flames that spelled her doom.

"Nuh uh, Jeanie," Phoenix said curtly. She extended one hand towards the woman, and a stream of fire thrust Jean to the side, pushing her to the edges of the rock that towered above a deadly river.

When the woman stopped pushing Jean, she groaned as she attempted to rise again. Phoenix had thrown her so that her shoulder had scraped gruesomely against the earth and rock, causing Jean to wince with nearly every move she made. She managed to prop herself up with her hands by the time Phoenix floated down to the earth's floor.

The woman's curvaceous figure looked only more menacing when one had to look up to her. Jean knew she was being held at the demonic woman's mercy now, and there was no way out…

A bright red light cut through the air at an insane speed. Phoenix smirked delightfully and looked over her shoulder just to the slightest degree before the beam hit her dead center in the back. Her narrowed eyes instantly lit up on contact, and then her smile grew further.

Jean saw it all happening, but she thought her eyes were deceiving her. Her mouth fell open slightly, and then she uttered, "You're insane…"

Phoenix sighed as she spread her arms outward and tilted her head back. A few laughs escaped her and then she cocked her head as she purred, "Your boyfriend forgot. His sole purpose is to provide his gracious love…" She then turned to the slightest amount to face Scott, who sported a grimacing face. Phoenix's flames leapt into the wind as she extended an arm towards the man, now summoning his energy.

"Scott she'll kill you!" Jean screamed over the drastically growing roar.

Phoenix's smile faded slightly, but her lips were still parted as she whispered, "Don't stop now, Scott. And don't you dare close your eyes…" Her eyebrows then tightened, and she began to pull energy from the man, rather than just letting it flow into her.

"You claim you love him…" Jean growled, crystalline tears flowing from her eyes, "you know nothing of it."

"Oh really?" Phoenix replied, arching an eyebrow as her venomous look returned. She gave Scott one final look before she released her hold on him. His beams died off almost instantly, and he staggered backwards. Once he gained his footing, he began to advance on Phoenix, but she muttered, "I don't think so," and with her already extended hand, she threw a waterfall of flames directly at Scott. There would be no escape this time, Phoenix made sure of it with the flames spanning over eight feet wide, and leaving no time to run.

The flames engulfed his form, and he disappeared behind the undying block of fire. Jean uttered a tiny cry, and grimaced as she staggered to a standing position.

Luckily, Bobby had turned at the perfect moment, just mere seconds before the flames hurtled towards Scott, and he'd used his own powers to throw up and ice wall before the fire. It took everything the Iceman had to keep the wall solid and strong against the fiery heat, but hewould manage.

Scott winced before the flames hit him, but when he felt a cool air around him rather than the rage of the flames, he looked up and saw Bobby standing not but two dozen feet away, his hand extended and blue crystals flowing from it. Scott nodded and mouthed "Thank you," before he turned back to attempt to see through the flames.

Phoenix left the one hand extended, and then looked to Jean with a vile grin over her face. And it was that very look that sent a shudder to Jean's heart, because in that look, Jean could see herself mirrored in the woman's figure. "You're me…" she whispered, trying to understand why this had happened in the first place. "Why, then…?"

"Because it was perfect," Phoenix replied calmly, her smile seemed as if it would never fade.

Jean shook her head, and edged backwards. She needed to escape. She needed to see if there was any hope for Scott. Neither woman had seen Bobby slip in at the last moment, so they both assumed the worst for the man.

"Jeanie…oh poor Jeanie. You're so innocent. Did you ever wonder why exactly you were born? Why you had your mutation? Or even why you fell in love with Scott?" Phoenix tried to explain. "It wasn't fate, Jean. It was all for me. It was because this was supposed to happen. I was supposed to take your place, and you were to die," she continued. She then chuckled and questioned again, "Did you ever wonder why Scott had his mutation?" She paused and then said sharply, "It was for me. His undying energy was made for the sole purpose of replenishing mine."

Jean shook her head again and spat, "You're sick. And you've killed him, you idiot."

"I know it's hard Jeanie, but it's the truth," she cooed. "And if not for Magneto, things would have progressed a lot faster," she added. "And in answer to your statement; as long as I've got you, I don't need the excess energy."

"I'm not…I won't," she grimaced.

"Too bad you don't have a choice," she growled coldly as she withdrew the fire from around Scott and added it to her own flames. She then extended her arms and the flames reshaped her to that of a phoenix, and she dove straight at Jean, pushing her over the edge.

She groped at the edge of the cliff, and managed to keep her elbows over the top as she struggled for a better grip. "I don't understand…" she growled.

"I need you weak enough for me to come back in, Jeanie!" the woman cooed. Afterwards, Phoenix swooped upwards and soared back over the scuttle between the mutants and the humans. The ice around Scott melted away soon after Phoenix withdrew the flames, and he rushed towards the weakening Jean.

"Jean…take my hand…" he muttered, reaching for her outstretched fingers.

They met, and Scott's heart rushed with temporary relief. Then they fell apart. Jean tumbled over the edge of the cliff, and Scott was left above.

"No…no…Jean…" he muttered in disbelief. "NO!" he shouted into the smoky air that burned their lungs. His lasers grew noticeably stronger behind the visor, and then they broke through the barrier on their own. His breath came in short bursts as he fumbled with the switch, containing the red blasts once again.

Rogue sucked in an unexpected breath as she looked over her shoulder. "Logan--Scott…!" she cried to the Wolverine for help, and he nodded as he leapt off towards the man's cries.

Storm, who had drifted into a light dose, woke with a start and her eyes searched frantically for Scott. The flaming wall still burned strongly, and Phoenix had only added more fire to the entire scene. She drew in one long breath and then gave a long exhale before her eyes glazed over in the pearly-white fashion. Thunder rolled amongst the already blackened clouds that had been thickened by smoke. Rain fell in heavy sheets in Ororo's attempt to lessen the fire.

Phoenix looked up as it began to rain, but her flames were so numerous that she seemed immune to the downpour. As she attempted to rebuild her weakening walls of fire, she found herself out of breath, and out of strength to do so. Instead she decided to soar low to the ground while she sported the bird figure, hoping to keep some of the blaze between the gunfire alive. "They're my prey," she snarled, reassuring herself of her decision.

Tears would haverolled over Scott's ashen face if his mutation would have allowed it. "I was so close. So damn close," he whispered, although it's not like anyone would have heard him over the pounding of the rain. Logan arrived at his side not much later, and he attempted to console the clearly grief-stricken Scott.

"She's gone," he breathed through gritted teeth.

Logan did a double-take to see Phoenix, and then his face showed perplexity. He backed away from Cyclops uneasily, but didn't leave the man.

"Jean…?" the Wolverine mumured.

And almost as if that was the word to bring a figure back from the dead, a figure shot up from the crevice with an unmatchable force. Because of this force, a column of water chased after the figure like a vertical wave.

"Whoa," Logan gasped, "talk about magic word."

"Jean..!" Scott cried, more blind relief flooding into him.

Once more Jean had defied the so called "truth" of what her fate was supposed to be, and she fought back death. Her arms were outstretched as she kept the water rushing behind her, a vertical river behind her floating form. Her brow was sewn together, but when she eased back down to the surface of the cliff beside Scott, she softened to the slightest degree.

"What!" Phoenix shrieked through the rain. "Impossible…" she hissed, "don't you people ever die?"

"'fraid it takes more than that," Jean cooed in return, the smirk coming to her face this time. She looked to Scott, who was now rising to his feet, and she smiled, "It takes a lot more than that."

"Oh really?" Phoenix stated matter-of-factly. "Jeanie, I don't think you understand…" a massive sphere of flames engulfed her wrist and palm, which was flexed menacingly. Her voice came slower now, and her heaving breath was more noticeable as she threatened, "…the good guys don't really win." She looked to Scott, "The good boys don't every get to keep the girls." She then looked between the two, Jean and Scott, and snarled, "…AND LOVE CONQUERS NOTHING!" This was as she threw her arms before her, summoning her last bit of energy to create another cascading mass of flames.

Jean thrust her waterfall at the flaming goddess just as the moment the flames over took her and Scott. It was the final, desperate attempt to save the others from the on-going wrath of Phoenix, but their sacrifice would be necessary…

Screams and cries filled the rain-drenched air. Distinguishing Jean from Phoenix was a bit of a challenge. The wall had missed Logan by inches, but Scott and Jean were locked in the mess of flames. He'd thrown his arms around her defensively,and she continued to hold one hand before her directing the water, the other was around hisneck.Phoenix withdrew herself as the water pummeled her; literally beating her to the ground.

Logan stared at the flames as if he was going insane. Surely the two would be dead if something didn't happen soon… But Ororo had already taken care of that, for lightning cracked threateningly above their heads, and the downpour grew heavier. So heavy, that it actually began to weigh down on Logan's shoulders, and it was impossible to see more than five feet ahead. But poor Ororo grew so weak so quickly, and her eyes fluttered dangerously as she began to slip away into unconsciousness…

The rain eased up, and silence dominated. Two figures were revealed.

Burned, and likely to be scarred for life, Scott and Jean lied on the ground where the wall of flames had reigned. Not too far away, the humans were waiting to advance on the opposite side of the even larger wall, the side where Logan laid eyes upon the dead figure of Phoenix. A mirror image of Jean, except with a fading pearly white glow. The flames around her, and most around the scenery-flames had died off from Ororo's rain-summoning.

Now all that was left was to convince the humans to run home again, and that the so called "cures" weren't worth it.

Logan snarled in a warning tone, and he threw his wrists beside him as he stood. "You wanna shoot me?" he taunted, "Go ahead and friggin' shoot me."

The humans weren't exactly sure as how to approach him, but they knew that a mutant beckoning to be shot at was defiantly not good news.

----

The battle raged on for a few more hours, and then it finally came to a close. Countless people had been killed, both humans and mutants alike. Eventually the humans drew back after being weakened significantly, as they realized this fight was not worth dragging out.

Logan retracted his claws finally, signaling the end of the battle. The war had finally ended, and the mutants had overcome one of the biggest obstacles yet. But this, of course, was not achieved without great sacrifice.

The mutant who referred to himself as Wolverine turned back, glancing over his shoulder at the two figures still lying on the ground. Scott and Jean had never awoken from the damage inflicted by Phoenix. Storm managed to regain her strength, but she wasn't of much use for she realized she was injured horribly in her chest cavity.

Overall, the mutants had received fewer injuries, but the ones they did take were fatal. A few had even died, fighting in this last stand.

Logan closed his eyes, wanting everything to stop. The reality hit him like a cold punch to the chest, feeling as if the wind had been knocked out of him. How could the battle of gone so horribly? How could they have possibly lost both Jean and Scott? He sighed miserably at his useless questions, when all of a sudden a familiar, elderly voice filled his head:

'I've readied the jet. Bring them home, Logan.'

It was a somber tone. But it was still comforting, nonetheless.