Fern jerked as another body crashed to the ground. Eyes wide, she stepped back from the window as another followed suit, and then another. Vaguely, she could hear agents shouting at her, screaming for her to get back at the rec room, but her feet were rooted to the spot. Fear trickled down her spine to replace shock. Adrenaline began to pulse through her skin, sharpening her vision and sending a shock through her muscles.

Squaring her shoulders, she stripped out of her gloves. Shaky hand shoved them in her back pocket as her skin began to throb. Sticky black poison oozed out of her parotid glands. It stained her white tunic along her arms and jeans, making the material cling to her skin as she moved toward the rec room. Even the two smaller subtle glands at the hollow of her throat spit out the black goo.

Fern didn't run; she didn't want to risk colliding with anyone. The last thing they needed right now was a medical emergency. Slow and deliberate, she ignored the random screams and the odd echoing sound that seemed to accompany them. Taking deep steady breaths, the woman clenched her fists as a few agents rushed past her. Gun fire radiated throughout the courtyard and glass shattered in the distance. Screams and yelling from the group she had left behind and the woman cringed at the smell of gun smoke in the air.

Turning a corner, Fern let out a sigh of relief at the sight of men in SWAT gear and the sound of Darwin's voice.

"We can help!" The young man pleaded, trying to push past the agents. He caught sight of the grey girl and called out her name. She lifted a hand to him, but didn't move from where she was; sudden movements didn't seem like a good idea.

The SWAT team quickly rounded on her. Fern flinched at the sight of the barrel of their guns, baring sharp teeth and holding her claws at her sides.

"Easy, man, she's with us!" Darwin snapped at them, grabbing one of the agents' arms.

The men lowered their guns, or at least started to. The only warning of the explosion came from a faint light under the door before the shockwave hit. It sent both them and the mutants to the ground.

Fern stumbled, fingers sticking out to catch the wall. Some of her poison stuck to the wall as she pushed back from it. An agent reached out to grab her- whether to force her to join the group or push her back she didn't know, but backed off at the sight of her bared teeth.

"Fern!" Darwin bellowed at her. "Let's go!"

The grey girl glared at the agent before she ran to join the group in the rec room. Fern gaped at the broken window- and the tornado that raged outside it.

Angel reached out to grab her, but faltered at the sight of the dark secretions on her shirt. Staring at them, she swallowed before meeting her gaze. "Are you okay?"

Fern nodded curtly before pointing to the window. "Is that a goddamn tornado?"

The shorter brunette nodded, completely terrified. "Uh-huh."

Fern stared at her a long moment, barely reacting to the random wisps of air that moved their hair and stung their cheeks. She opened her mouth to ask how the world had gone to hell in a manner of seconds since she left the room, but she didn't get the chance as a dead body shattered the remaining bay window.

The girls jumped, backing away from it as a well-dressed man strolled in through the remains. He straightened his jacket with a smirk. He was handsome, with tanned features and black hair longer than men typically wore it- but his smug expression was hardly attractive.

"Get behind me."

Angel's gaze didn't leave the man as she whispered, "What?"

"Get. Behind. Me," Fern growled. "Don't touch me, just do as I say."

The short brunette did, joining the rest of the group. Fern kept her eyes trained on the sharply dressed stranger as she moved to help Darwin cover the others. They kept a tight circle, with Darwin manning the front and Fern the back. She didn't press as tightly to them as he did, she couldn't. Still, the young woman kept her arms outstretched in a similar manner as she stared down the strange man in the grey suit.

He met her gaze and his smirk widened as he trailed his dark eyes over her grey skin, but the stranger stayed silent.

Disturbed, Fern's hackles raised. Baring her teeth at him, she hardly noticed the other man entering through the other shattered window. Out of the corner of her eye, she caught sight of red. Mistaking it for blood, she shot a worried glance to her left and gaped at the sight of the man before her. Dark red skin was startling enough- but the sheer size of the knife in his hands made her stomach churn. He was poised in a defensive position, appraising the group in front of him stoically.

Shock wore off quickly and she snapped her glare back to the man in front of her.

"You want the mutants- they're right through that door, just let us normal people go!" A voice called through the door. "We're not threat-"

The voice died suddenly. The only sound in the room was heavy breathing and Raven's whimpers.

Yet another well-dressed man, this one white and wearing a rather ridiculous looking helmet, slipped through the door. Fern barely spared him a glance, too busy glowering at the man in front of her as he ran a hand through his long dark hair. The grey girl barely blinked as the new comer spoke.

"Where's the telepath?"

"Not here," A heavily accented voice answered.

"Too bad. At least I can take this silly thing off." Fern watched from the corner of his eye as the white man did just that, stripping out of his helmet and fixing his hair before he spoke again. Plastering a smile on his face, the man greeted them, "Good evening. My name is Sebastian Shaw and I am not here to hurt you."

"Freeze!" An agent shouted in the distance.

"Azazel?"

The scream the agent made as the red man sliced through him made Fern cringe. The name he had given them was familiar and she remembered the debriefing Raven had given them about the mutant supremacist Charles and Erik were supposed to be going up against in Russia. Keeping a careful eye on the long haired man in front of her, she asked, "Sebastian Shaw? As in rogue Nazi Sebastian Shaw?"

"That's in the past," Shaw told her with a sharp smile. It made her a bit sick to her stomach and she glared at him as he went on, "My friends, there is a revolution coming as mankind discovers who we are and what we can do."

The grey girl rolled her eyes. Just what she needed; another Erik. Fantastic. Huffing, she ground her fangs together as he kept talking.

"Each of us has a choice; become enslaved or rise up to rule." Shaw pursed his lips as he looked to each of them, holding their gazes a moment. "Chose freely but know if you are not with us, than by definition you are against us. So you can stay and fight for the people who hate and fear you-"

"And just tried to save our lives," Fern added with a hint of frustration. Seriously, he couldn't honestly believe they would join him, did he? Did he think they would just forget the men trying to keep them safe? How long had he been working on that goddamn speech and where were the other agents?! And most importantly, where were the goddamn adults?!

Shaw chuckled harshly at her. His blue eyes were narrow as his gaze flickered over her unique features. "A naive sentiment from an uneducated little girl, I'm sure. I can tell by just looking at you, you've had your share of discord for being a mutant. Can you say with complete honesty you truly want to be under the thumb of lesser beings?"

Fern flashed a hint of fang at him with disgust. "I suppose we shouldn't be surprised the Nazi is a fan of eugenics."

Sean and Raven cringed at her tone. Why did she have to center herself out? Why couldn't she just let him give his little speech and keep her mouth shut? Raven trembled as she held herself tightly. Hank and Alex glared at the man before them, agreeing with Fern's words (although admittedly, Alex didn't know what eugenics was; but he knew the Nazis were the reason his father had come home without an arm and he wasn't going to side with one of them if his life depended on it, which it seemed as though it just might). Only Angel looked truly enrapt and the man noticed.

"A well-read little girl than." Shaw narrowed his eyes at her and looked back to the young brunette in front of him. Surely he would find some common sense there. "You can join me and live as kings and queens."

He offered his hand to her and Angel took it without a second thought.

"Angel," Raven breathed, voice filled with sad disbelief.

Sean tilted around the blonde to gape at the petite mutant. "Are you kiddin' me?"

Fern's tone was nowhere near as empathetic. Sharp and irritated, she told her, "Angel, I hate to break this to you, but if he's a Nazi you probably don't fit his ideals."

"Come on." Angel looked back to her friends. "We don't belong here and that's nothing to be ashamed of. Come on, Fern, aren't you sick of people staring at you all the time? Of being judged all the time?"

Skin continuing to twist and curl between shades of grey, the Ailey girl shook her head. "Nope! I love America! We won the war and I am not going to join up with the losers."

The redhead grit his teeth and grabbed her by the back of her tunic. Thankfully, Sean had the good sense to take hold of the area not stained by her poison. Pulling her closer to him, he hissed in her ear, "Fern, will you shut the hell up?!"

"I can't help it!" She whispered back frantically. Flexing her fingers, she angled her limbs away from him and grabbed the bottom of her shirt where he was still fucking holding it. The grey girl yanked it away from him as she scowled. "It's my defense mechanism, okay?!"

Behind them, or rather in front of them, Darwin reached out to Angel.

When he went to grab her again, Fern growled at him. The strange well-dressed man watched them with interest, but still stayed infuriatingly silent. Over her shoulder, the young woman glared at him. "Stop it! Stop touching me! Are you trying to get yourself killed?!"

"Me?! Am I trying to get myself killed?! Stop calling the Nazi kettle black, Ailey!" Sean snapped at her as she huffed. He watched her skin twist and change as she looked away from him, bottom lip quivering. His expression softened and he resisted the urge to touch her shoulder. The shoulders of cotton of her white tunic were coated with black slick and he instead pressed a couple careful fingers against the clean white bit of cotton on her back. Fern instantly shied away from him, but offered him a weak smile at his attempt at comfort.

Raven swallowed, forcing back the tears in her eyes as she told them, "We have to do something."

"No, we don't," Fern replied. Her skin shuddered with disgust. Voice numb, she said, "Let her go. See how far she gets with Knives McGee and the Nazi." Her gaze narrowed on the man in the gray suit, who still hadn't said so much as a word. Filled with rage and flustered by his constant eye contact, she shrieked at him, "And will you stop staring at me?!"

The man smiled with a surprising amount of genuine amusement as her scales rippled. He approached with a casual swagger. The stranger slipped past the young people and he completely ignored how Fern's hackles rose as he shot her a wink.

Sean glared at him as well and barely resisted the urge to pull her back again; she didn't seem to like that.

Filled with rage, Fern barely heard Alex and Darwin's whispering.

"Stop!" Darwin called as Shaw led Angel out the window. "I'm coming with you!"

The grey girl blinked and looked back in surprise. "What?!"

Angel beamed at him as Shaw simpered. Stepping closer, he looked Darwin up and down. "Good choice. So tell me about your mutation."

"Adapt to survive," Darwin told him with a shrug. "So I guess I'm coming with you."

With a smile, Shaw ushered him toward the others. "I like that."

Darwin went to Angel's side and was only there a moment before he called, "Alex- do it!"

Fern flinched as dark plates grew out of Darwin's back. The young man grabbed Angel and covered her as Alex shot out a circle of pure red energy in their direction. She stared in horror as Shaw reached out and caught it. He pressed the energy into a small spheroid shape. Darwin hardly noticed, already throwing a punch at the Nazi.

Shaw batted his arm away and grabbed him by the face. Sneering at the younger man, Shaw mocked him, "Adapt to this."

They disappeared, Shaw, Angel, Azazel and the man in the grey suit, as Darwin struggled before them. The group watched in horror as Darwin's skin changed from sleek chrome to a volcanic ashy texture before returning to normal. Fern beamed, but her smile fell as it cracked once more, shining an unearthly glow through the crevices before Darwin disappeared in a flash of light.

"No- No!" Alex jumped through the window, stumbling over the broken glass as he looked around. "Where is he?!"

"Alex," Raven sighed as she followed him out to the courtyard. "He's gone."

Fern followed suit, less to be supportive and more to see if there were any survivors. She had already compartmentalized that Darwin was gone and while it stung, she could deal with it later. Shoulders squared and stomach in knots, the grey girl moved toward one of the bodies. It was still. Unable to touch them, not with so much of her poison coating her hands and arms, she simply passed through the droves of bodies, calling to Hank whenever she saw so much as a twitch from any of them. Reinforcements came in the form of other agents who were quick to try and whisk the bodies away. Fern steered clear of them. She knew she made a horrific sight. Her shirt was stained and her skin rippled, flustered with stress and fear. It went completely white however, as she came across a familiar face among the bodies.

Blake Sullivan stared back at her with blank brown eyes through blood spattered glasses. He laid in a pool of blood. It stained his white button down and covered the side of his face. The young woman clenched her fists and swallowed, unable to move. Slowly, she eased down to squat beside him. There was a thin trail of blood from his mouth as well, puddling under his cheek.

Fern stared at him a long time. With Darwin, his death had been so quick- he was quite literally gone in a flash. But how long had Blake been out there? How much of Shaw's speech had he been subjected- how long had she stood by and done nothing while her friend slowly bled out?

The thin membrane flickered over her eyes as frustration and guilt burned at the back of her throat. Stepping forward, she eased the glasses from his face and slid them into her pocket before she turned and left.

A/N: First of all, check out my profile for a link to a character thing I made for Fern; the body type isn't right and the skin isn't scaled, but it should give you an idea of scale placement. Warning for a couple pictures of snakes, since they're what I based her skin off of. Second, shout out to the wonderful Linda Ku! And last but not least, thank you to all those who reviewed! I wasn't sure anyone was interested in this story anymore because I only got a few reviews on chapter ten, so it was nice to see a resurgence of reviews.