I don't own Ben 10 or any of the characters therein. I also don't own X-Men: Evolution or any of the characters therein. This Fanfic is for entertainment purposes only. NONPROFIT YOU READ ME!

Chapter 2

"-assured congress today that the recent experimental tests with gamma radiation in the New Mexico desert present absolutely no cause for concern for public health and saf-"

*click*

"-ark Industries was amazingly found alive early this morning by a convoy of US soldiers. Although details are as yet unknown it is believed that the terrorist grou-"

*click*

"-ichards' returning team have since been placed in quarantine after their prototype shuttle encountered a cosmic anomaly that had originally been predicted to pass near the Earth later this mo-"

*click*

"-nd facing the champ in the ring… The one… The only…! The amazing Spider-!"

*click*

"-ym theorizes that his self named particle may be capable of affecting siz-"

*click*

"-elieved it to be a publicity stunt as eyewitness accounts describe the supposed flying rescuer to be dressed as a viking carrying a sledge hamm-"

*click*

"-~merica throws his mighty shield! All those who chose to oppose his shield must yield! If he's lead to a fight and a duel is due! Then the red and the white and the blue'll come thro~-!"

*click*

Alex sighed as he continued to flip through the TV channels, absolutely bored out of his mind. Just how was it possible that the institute could have over six hundred channels and there was absolutely nothing interesting on?

After a few more tries he at last settled on a rerun of the Looney Tunes show, and after tossing the remote to the wayside he eased back into the sofa and readied to eat his breakfast cereal.

"Oooh Bugs Bunny versus Daffy Duck, count me in," said a new voice.

Alex turned just in time to see Tabitha Smith aka Boom Boom, one of the newer residents of the institute to have signed up over the summer come hopping over and plop down next to him, nearly spilling his breakfast. Not that that really mattered anyway, as the blonde more than happily snatched the bowl out of his hands before he could even react.

"Mmm, chocolate frosted sugar bombs, my fave," she exclaimed as she began shovel her ill gotten gains into her mouth. "Thanks beef cake. You should get yourself some too."

The blonde scowled in annoyance, more so at her pet name for him than the loss of his food. Fully knowing that when it came to Tabitha and food it was easier just to let live, he instead shook his head with a resigning sigh. "You know what, I think I will," he decided aloud as he got up and headed back to the kitchen, silently wondering if this was what it was like to have an annoying little sister.

As he entered the kitchen he was greet by the sight of Miss Monroe sitting at the table reading the paper as she sipped her morning coffee. "Good morning Alex," she greeted with a smile. "You're up early I see. Nervous for your first day?"

"Um, more like still get used to the new time zone. But I guess there's a couple of school jitters in there too Miss Monroe," he admitted as he dug out a box of his cereal from the cupboard and began re pouring himself another bowl. "Want some sugar bombs?"

"Thank you but no," she politely declined with a smile before taking another sip of coffee. "I prefer something a little more… 'natural' first thing in the morning."

"Cool," he replied as he went for the fridge to retrieve some milk. As he opened the refrigerator a girlish peel of laughter resounded from the next room, giving the blonde boy a moment's pause about returning. "Mind if I join you? I get the feeling if I go back in there Tabitha is gonna swipe this bowl too."

Ororo smiled and nodded understandingly. "Of course, I always enjoy a little company at breakfast."

As Alex poured the milk onto his cereal and grabbed a spoon, it was then that the duo was then joined by his brother who entered the kitchen brandishing his all but trademarked red shades. "Hey everybody," he yawned absently as he head for the fridge.

"Good morning Scott," Ororo greeted looking up from her paper.

"Bet at least you're looking forward to school," Alex laughed between bites of cereal.

"You don't know the half of it," Scott sighed in tremendous relief, more than eager to get back to the usual day to day routine.

"We can only imagine," Ororo replied with a knowing smile, guessing that once again being able to spend time with a certain redhead might have had something to do with the boy's eagerness in addition everything else.

The past summer break had been a bit of an ordeal for the two brothers. After returning home from what Magneto had put them through, both brothers had had to go through a barrage of numerous tests and examinations just too fully understand what Charles' former colleague had done to them.

Fortunately, there hadn't been any negative side effects, at least physically anyway. True to his word, the process they had been put through had indeed 'evolved' and amplified their powers, as could be clearly seen by their present physiques, which quite frankly would make even the most seasoned bodybuilder green with envy.

But while they were physically in good health, mentally they had unfortunately been anything but. Magneto had also been true to his word when he had said their minds would be purged of their humanity.

Luckily despite his best efforts, no matter how effective he claimed his enhancement procedure to be, Magneto's machine couldn't quite extinguish the spark of a mutant's humanity as both brothers had demonstrated in the last moments before Magneto's base met with its bizarre final fate.

It had been a hard, grueling, laborious process for both the brothers and Charles himself, but after several long weeks of diligent patient work the good professor had finally undone the damage Magneto's machine had wrought, fully restoring their psyches to their proper working order.

However that had only just been the beginning. After the Professor had finished repairing their minds, Alex had needed to get home to reconnect with his adopted family, all the while hoping they wouldn't get too freaked after they saw his new physique. Scott had opted to go along for both moral support and also under the advisement of the professor, who had suggested the young man should use his vacation time as a chance to reconnect and to help support the cover story they had concocted to explain Scott's own newly enhanced physique.

Both boys had been relieved to find that Alex's folks had been surprisingly cool with his sudden change, and had just been happy to have their son home safe and happy, not to mention getting the chance to meet their son's long lost brother.

Unfortunately, the boys had quickly learned that not everyone was quite as welcoming as Alex's parents.

At first it had been fine, with the duo enjoying the chance to get to catch up on each other's lives, but sadly things only went downhill from there.

Although he had hid his new physique well, hiding it under bulky clothing and attributing his sudden heightened stature to a sudden growth spurt, eventually the surfer in him couldn't resist the call of the waves and somehow he had been spotted by someone he knew.

It had been nothing really in the beginning, merely his friends congratulating him and asking what his secret for the buff bod had been. But then a girlfriend of one of his friends started hitting on him, and that was how things soon took a turn.

Jealous at his girlfriend's attraction to Alex, the so called friend's temper eventually reached a boil and he and a few of his friends decided to gang up on the two brothers one night. Needless to say things had not gone well.

Now don't be mistaken, in spite of the odds being seven to two neither Scott nor Alex had been forced to use their powers, but between their enhanced physical strength and Scott's combat training as an X-Man the fight had still been extremely one sided. So much so many onlookers would recall as being comparable to something out of a hardcore kung fu movie.

Shortly thereafter things quickly came to a head when the police showed up at Alex's home and arrested him and Scott, apparently Alex's now ex-friend had pressed assault charges.

However, between the brother's testimonies and the statement given by several eyewitnesses the boys were quickly released and the charges against them dismissed.

From there things had died down a bit, but nevertheless it had gotten Alex thinking, mostly about his powers, his brother, Xavier's school, Magneto and pretty much all the recent big changes in his life really, eventually leading him to reevaluate his priorities and deciding maybe it was time for a change of scenery.

After discussing it with his folks, he managed to convince them to allow him to transfer schools and finish school at Bayville High while living at the institute, under the condition he absolutely call home every day of course.

And that was pretty much how Alex now found himself where he was now; enjoying a bowl of his favorite cereal while sitting next to his now not so long lost brother who could punch a hole through a mountain just by looking at it, and sitting across from a woman who could send Dorothy to Oz first class just by snapping her fingers.

Life could be weird sometimes.

"So any word from Logan or the professor yet?" Scott asked the resident weather witch as he began digging into the toaster waffles he had made himself.

"No nothing so far I'm afraid," she replied, shaking her head.

"That bad?" Alex asked worriedly.

"Not necessarily," Ororo replied. "Sometimes these things can take awhile."

"Besides Logan's with the professor," his brother assured. "I'm pretty sure if anything comes up they can handle it."

Alex breathed a sigh of relief at that. Being the resident new guy he was still getting the hang of the more 'X-Men' side of the institute.

At present the professor and Mr. Logan had departed suddenly yesterday for parts unknown, where apparently Cerebro had detected the awakening of an x-gene. He didn't exactly know much else past that; only that the professor had thought the intimidating instructor could be helpful in relating to the new mutant. How? He had no idea, if there was one thing Mr. Logan didn't strike him as it was a people person.

Deciding not to bother dwelling on the matter, his attention quickly returned to the present as the trio was once again joined by two more housemates, Kitty and the other latest addition to the Xavier Institute, Amara, who had joined up about a week before he and Scott had returned.

"Hey guys what's up?" Kitty greeted with her usual bright smile.

"The opposite of down," he joked between a few spoonfuls of his breakfast.

"Oh ha ha," Kitty retorted dryly as she went to get something to eat out of the fridge. "You're like, sooo funny."

Amara for her part started giggling in earnest, apparently finding the joke hysterical.

"Apparently someone thinks so," Ororo chuckled as she turned the page of her paper.

"S-sorry," Amara stammered between dying giggles.

"Ah don't be," Alex shrugged. "It just shows you've got good taste in comedy."

Amara quickly turned nervously to hide her rapidly reddening cheeks from the blonde boy, an act that did not go unnoticed by Ororo who eyed the girl somewhat warily.

Whether they knew it or not, Scott and Alex's new builds had apparently caught the eye of the girls, particularly Tabitha and Amara. Thankfully however, Tabitha seemed to be flirty by nature and Amara's attraction to Alex seemed to be nothing more than a harmless crush, perfectly natural for a girl her age.

As for the others, Rogue had always had a bit of her own crush on Scott and while Kitty had certainly noticed their enhanced physiques neither of them were quite as smitten as the institute's newer residents, which she attributed to the more plutonic relationship they and Scott had developed. Still, she couldn't help but recall that not stopping Rogue or Kitty from sneaking the odd prolonged side-glance in their direction.

Overall Ororo imagined any attraction would likely fade in time once everyone became better acquainted.

It was then however that her attention returned to the present as they were all once again joined in the kitchen by a certain redhead.

"Good morning everyone," Jean greeted with a smile.

"Morning," Scott replied back.

"Hey," Kitty greeted.

"Good morning Jean," Amara replied from the open fridge.

Alex merely responded with a silent wave, his mouth full of chocolatey tooth decaying goodness.

"Another early riser I see," Ororo couldn't help but note with a smile, happy to see such enthusiasm for higher learning.

Jean shrugged. "I promised Amara and Alex I'd show them around before their classes started," she replied as she went for a cupboard and retrieved a few granola bars as breakfast to go. "Which by the way is why we should really get going."

"Already?" asked Ororo, arching an eyebrow as her eyes darting towards the clock. "School doesn't start for a good hour."

"Yeah but like, if you want to snag a decent locker by homeroom you got to show up early," Kitty sighed quickly snatching her backpack up onto her shoulders. "Trust me you soooo do not want to stuck with the ones right next to the boys' bathroom."

The white haired mutant weather maker quickly gave a nod of sympathetic understanding. "I see."

"So is Scott driving us?" Amara asked.

"Nope, sorry," Scott replied as he continued. "Alex is going to grab a locker for me."

"So then how are- oh no," Kitty stated, suddenly paling with horrified realization. "Please tell me we're taking the X-Van."

"Um… no sorry Kitty," Jean apologized sheepishly.

Alex, Kitty, and Amara all exhaled a groan. "Aw man," groused Alex, having scarfed down the last of his sugar rush of a breakfast. "The Jean Machine? Seriously?"

"Please don't call it that," Jean pleaded, just as less than thrilled about it as they were. "And come on, it's not that bad."

At this the redhead only received incredulous disbelieving stares, gazing at her as the she had recently hit her head… hard.

Their objection was understandable. The 'Jean Machine' – as it had come to be dubbed, much to Jean's ever growing lament – was an old 1963 Volkswagen panel van that her parents had 'rewarded' her with for her excellent grades, which they themselves had acquired when a great uncle – who none of them had never even heard of before – had bequeathed it to the redhead's mom in his will.

Even now the image of van's original appearance haunted her. A relic from the age of 'flower power' the van had accordingly been covered from bumper to bumper in faded painted flowers and peace signs and contained an interior of stained ratty shag carpeting, cracked leather seats and an 'earthy' smell so toxic it had made Logan himself cough his lungs out for over three hours straight.

As for what had been under the hood, well she was no car expert, but there were probably derelict ships resting on the ocean floor that had less rust.

Fortunately – or unfortunately depending on how you look at it – with little else to do during the summer months, Logan had actually made restoring the eyesore of a vehicle his new pet project. Not only returning the vehicle to its former quote unquote 'glory', but had also enhanced it with some more modern amenities. Like an actual engine.

Sadly however his choice of paint jobs – while nice – left a little something to be desired, as he had selected black for the lower half of the van and emerald green for the upper, the front, and the roof, which closely mimicked her uniform. An allusion that was only further enhanced by the custom made red and black X he had replaced the missing VW crest on the front. Thus now making it a whole other kind of eyesore and conclusively coining the nickname 'Jean Machine' from her peers.

"Well it's not," she lamely defended at the prolonged silence of their unpersuaded stares, not really sure who she was trying to convince more, them or herself. "Look, the sooner we leave the less likely anyone at school will see us in it."

"Later bro!" Alex exclaimed, suddenly bolting for the nearest door.

"Bye Miss Monroe," stated Amara, quickly following after the blonde.

"Yeah bye," Kitty added, in hot pursuit.

"Probably should have opened with that," Scott smirked at Jean from the table.

"Yeah, I'll have to remember that for next time," sighed the redhead, shaking her head as she followed after the trio while readying to deal with the embarrassment of having her being seen actually driving her new wheels.

It wasn't until after a few moments after Jean had made her exit that a certain white and auburn haired southern belle's face and the face of her nephew Evan cautiously popped into the room from a nearby door. "Is she gone yet?" Rogue asked, nervously glancing about the room.

"If you mean Jean then yes," Ororo replied.

BAMF!

In a fleeting flash and accompanying plume of sulfuric black smoke, a certain golden eyed blue haired mutant appeared from literally nowhere into their midst, crouched on the table like a gargoyle perched on a ledge. "Thank heavens," Kurt exhaled, breathing a sigh of relief as he hopped onto the floor. "I so did not want to go for a ride in the Jean Machine." He quickly gave a reflective pause. "I know my English has gotten a lot better since I got here, but did that kinda sound as weird out loud as I think it did?"

Evan gave a thoughtful pause. "Meh," he at last replied with a shrug.

"Not really," Scott answered.

"Ah good," Kurt said, relieved.

"Are we out of orange juice again?" Rogue asked aloud annoyed, peering inside the fridge's inner depths.

"Over there," Ororo answered, absently pointing to the counter where Kitty had absentmindedly left it.

"Thanks," she sighed in relief, happily snatching the carton up and pulling a clean glass from the cupboard.

"Hey can you grab me a glass too?" Kurt asked as he pulled a carton of milk from the fridge. It was then he stopped dead in his tracks, instantly catching sight of Scott's breakfast. "Whoa time out! We have waffles?"

"We do?" Evan asked, surprised. "Sweet!"

This immediately caught Rogue's full attention as well. "Count meh in," she exclaimed happily, knowing full well how fast certain foods could vanish from the pantry. A house full of snacking teenagers had that effect after all. "Ah thought we were all out. Again."

"Alex and I did a quick food run last night," Scott replied pausing from taking another bite. "With the professor away seeing about adding a new student I thought we should stock up, plus I figured showing Alex around town a bit and making a public appearance before showing up at school today."

"Well you got mah gratitude," Rogue replied, elated at the prospect of a cooked breakfast of the cold cereal she had been expecting.

"Still wiggin' out about how everyone's going to react?" Evan guessed.

Scott sighed. "A little. After everything Alex went through I guess you can't really blame me."

"Yeah, true that man," the blonde conceded with a sad sigh.

Kurt for his part did his best to resist the urge to roll his eyes, finding it hard to believe Scott was still on this. While he did hold a bit of sympathy for both Scott and Alex, given his own appearance, Kurt couldn't help but feel a little irked by Scott's moping. Honestly, not only had his eyes been fixed so he no longer even needed his special glasses anymore but the guy had essentially been given the body of an Austrian action hero, something that had earned him the eye of just about every girl at the institute and he largely suspected soon every girl at Bayville high as well. Meanwhile he had to wear a disguise in public just to avoid starting mass panic.

Still, in spite of his annoyance at his friend's brooding, Scott was still Kurt's friend and as cliché as it was to say but still true nonetheless, even though he was being kind of annoying he would still try and be supportive. "If you say so," shrugged Kurt as he quickly retrieved and unwrapped a couple of fresh waffle packets from the fridge, quickly loaded the contents into the toaster. "But all things considered at least you look normal. Albeit extremely er… how is it put…?"

"'Ripped'?" Rogue supplied, trying not to stare at Scott's chiseled form faintly bulging underneath his shirt and blush at the sight.

"That would be the word," said Evan conclusively. "I say try not to worry about it man. Just go with the back story the professor gave you and you should be golden."

At that Scott had to give a conceding nod. "Yeah, I suppose you're right," he agreed, reassured. "I mean it definitely could have been worse."

"I would certainly say so," said Ororo. "Especially after what we saw Magneto's machine do to Sabretooth."

"No kidding," the blue haired teleporter concurred while retrieving some plates from the cupboard. "I always thought I had problems. But after seeing what happened to him I'm counting myself as one of the lucky ones."

"I'm just glad our hair went back to normal," Scott chuckled, gratefully running his fingers through his once again brown hair.

"Yeah," Evan laughed. "That white hair was-" Suddenly, he stopped short in midsentence, instantly taking note of the twin curious expectance stares from the two white haired women in the room, silently advising him to choose his next words very carefully. "-really more like someone else's thing, which they totally make look good by the way."

Ororo couldn't help but smirk pleasantly. "Well saved Evan."

It was then their waffles popped out of the toaster, allowing Kurt to happily load the food onto the plates and hand two of them to his eagerly awaiting friends. "Man, I thought you were so dead there for a second," he chuckled to Evan as they sat down at the table and he poured some syrup over his breakfast.

"He wasn't thah only one," Rogue said with a smirk as she retrieved some strawberry jam from the fridge and joined everyone.

"So anyway…" Evan began, hoping to change the subject. "Who got what classes this semester?"

"Ah you know same old same old," Kurt said with a shrug as he cut into his food and quickly took a bite. "But thankfully at least I don't have gym like last year. My holo-inducer doesn't exactly hide my fur if someone touches me after all."

"Wish Ah were so lucky," Rogue sighed as spread some jam and syrup on her breakfast, less than looking forward to a class that practically required physical contact with other people every school day for the rest of the semester.

"Well if helps at least Mr. McCoy is a pretty cool teacher," said Scott.

"Ah hope so, considering Ah also got him for chemistry too," Rogue sighed.

"Yeah me too," Evan agreed.

"And me three," added Kurt.

"Trust me you guys are in for a treat," Scott assured with a grin, having taken Mr. McCoy's class the previous year. "Just pay attention and do the work and you'll do fine."

"Although I'd imagine the same could be said for all your classes," Ororo pointedly noted with a small smile, causing the assembled to teens to exchange thoughtful glances.

"Huh, I guess you got us there Aunty O," Evan reflected sheepishly.

"So what else did you get Rogue?" asked Kurt, curious.

"Just a couple of electives Ah'm thinking of changing," she shrugged. "Ah guess Ah'll wait and see how today goes first."

"Same here," Kurt sighed before taking a quick bite of his breakfast. He then turned to Scott. "Don't suppose you have any suggestions?"

Readjusting his shades Scott gave reflective pause. "I heard some pretty cool things about Mr. Kirby's art class," he finally answered. "Oh, and Mr. Lee's creative writing class. That guy's a ton of fun."

"Mr. Kirby and Mr. Lee," Rogue repeated, committing the names to memory. "Thanks. Ah'll keep them in mind."

"Yeah me too," agreed Evan. "Though I think I might give shop class a try over the creative writing thing. It seems more my speed."

"Well regardless I am certainly glad to hear you four taking your schoolwork so seriously," Ororo complimented happily.

"Well mom and dad weren't exactly thrilled with my grades so much last year," Evan admitted. "I mean they weren't bad but they could have been better, you know?"

"Well it was pretty crazy last year," Kurt supportively supplied. "What with the brotherhood and all."

"No kidding," Rogue sighed. "Ah just hope those losers don't give us any more trouble this year."

"Here's hoping," agreed Scott, already having enough to deal with as it was.

"Well I say we got nothing to worry about," stated Evan positively. "With Magneto and Mystique out of the picture, the brotherhood's got no one to call the shots anymore, which pretty much makes them no big deal to handle."

"We should be so lucky," Scott sighed, not exactly looking forward to another year contending with Bayville's resident mutant goon squad. "I don't even want to think about what kind of trouble those four yahoos are going to give us this year without someone to keep them in line."

"Dude, you really need to mellow out and try to look on the positive side," Kurt advised with a grin. "There's nothing those bozos can start that we can't stop. This year's gonna be a piece of cake."

While the teens chatted on with the conversation, Ororo remained silent while sipping at her coffee, optimistically hoping that Kurt's words would prove to be true. Still, she couldn't help but fear otherwise.

Although it had been decided by Charles not to trouble their students just yet, while there was the possibility that Magneto and Mystique both might be dead, she was in full agreement with Charles and Logan that that didn't seem very likely, which meant nothing good for them she was sure.

Neither mutants were the sort to simply just give up after one defeat, and that being said there wasn't any doubt in her mind that Magneto hadn't been consolidating his forces during his absence.

However as troubling as that thought was, between the two of them the one that concerned her the most was Mystique.

During their last encounter with the scarlet haired shape shifter, she had made it extremely clear that she and Magneto were no longer allies, which meant there was no telling what she would do, and that in Ororo's opinion now made her all the more dangerous.

Ororo did hope that Kurt would be right, she truly did, but after everything they had gone through so far forced her to suspect the peace that had lasted throughout the summer had been nothing more than the lull before the oncoming storm.

If she only knew just how right she was.


As per usual all was normal at the diner that morning. Waitresses bustling from table to table, taking orders and soon after returning with them, the usual morning crowd either sitting quietly keeping to themselves enjoying the peace of reading their morning paper or striking up the usual conversation of the previous night's game, reality show, news etc., essentially it was your standard same old same old kind of morning at the small corner eatery.

Sipping away at a cup of coffee, Lance Alvers smiled to himself as he sat at the counter waiting for his breakfast, enjoying the friendly atmosphere of the place.

Lance had stumbled across this diner just shortly after his arrival in Bayville and had since become a daily returning customer, finding the place to be a bit of a safe haven where he could relax and start the day off before the rest of the brotherhood got up and got on his nerves.

Plus it also didn't hurt that the diner actually reminded him a lot of the one his mom had waitressed in when he was a little kid, back when it had just been the two of them.

At that thought, Lance gave a quick mental shake as he snapped back to the present, really not wanting to dredge up old history anymore than he already had.

It was then that one of the waitress returned to him with a hot plate of fresh bacon, eggs, and toast, to which he happily accepted, grateful for not only the reprieve from a not so nostalgic stroll down memory lane but also the closest thing he could get for a home cooked meal.

As he happily dug in, it was then that serene albeit lively atmosphere of the diner was disrupted by the low rumble of an incredibly powerful engine resounding like a continuous thunderclap from outside.

While the rumble slowly grew to a roar the silverware all about the restaurant began to shake and tremble as the floor began to quaver like the early onset of a small earthquake. His interest now most assuredly caught, the young mutant along with just about everyone else in the diner quickly turned to the window just in time to gawk as a large emerald green colossus of a muscle car went rocketing past the diner.

As the shaking quickly faded away into nothingness, Lance – being the gear head that he was – couldn't help but rush to the nearest window, vying to try catch a last glimpse of the car only to watch it sharply turn a corner and vanish from sight.

"What the heck was that!?" a nearby waitress exclaimed as she stared down the now empty street.

"Looked like a suped up cutlass supreme," a spectator from a nearby booth commented. "Guess there must be a car show nearby or something."

While a mixed murmur of agreement and debate quickly spread throughout the diner's patrons, Lance returned to his seat at the counter to finish his breakfast, while silently withholding his disagreement at the car's model.

Having been solely responsible for the upkeep of his jeep, Lance had admittedly become quite the car lover and although it had been brief, he had seen just enough to know that whatever that – for lack of a better word – 'car' had been, no matter how much it may have been customized it wasn't a cutlass supreme.

He had to admit it was certainly an easy enough mistake to given that had been his first thought as well upon seeing the grill but given its overall size the rest of the car didn't quite synch up.

Whatever the case may have been he quickly put it out of his mind, right now he had more important things to contend with, namely the day ahead at school.

To say he was excited to get back was an understatement. But make no mistake; Lance couldn't care less about his classes or just about anything else about his higher education for that matter. No, his thoughts were more on a certain person, specifically a particular feisty one of kind brunette that he couldn't shake from of his head, no matter how hard he tried.

He knew it was stupid, as he was more than pretty sure wouldn't give him the time of day. It also didn't help his case she was with the X-Men, who – last he checked – weren't exactly fans of his either.

Still he had to go for it, feeling as though he would go crazy if he didn't at least try. X-Men or no X-Men he was bound and determined not to let anything get in his way.

And with that last thought spurring him on, the young mutant smiled, returned to finishing off the last of his breakfast before quickly depositing what he owed for the meal on the counter and then left, eager to get to school and hopefully maybe make a little more than friends with one Kitty Pryde.


"Okay just to do a quick check," a certain redhead absently began, maintaining a fixed gaze on the road as she cautiously piloted the Jean Machine. "Does everyone have their class schedules?"

"I think so," Amara replied from her seat in the back, double checking the contents of her backpack.

Sitting next to Jean in the front passenger seat, Alex smirked as he produced a folded sheet of paper from his jacket pocket. "Got it right here," he answered.

"Same here," added Kitty from behind, patting her own backpack with a smile.

Tabitha – who had been shanghaied by Jean into riding to school with them – didn't reply, remaining blissfully oblivious to the redhead's inquiry while she sat next to Amara, bobbing her head rhythmically to the music blaring into her ears through her headphones.

She was however alerted to her surroundings by a nudge from Amara.

With a sigh she pulled her the speakers from her ears. "What's up?"

"Jean wants to know if you have your schedule," Amara quickly whispered.

"Oh yeah for sure," Tabitha replied semi assuredly. "…maybe, probably."

"Didn't you make sure to bring it?" Jean asked over her shoulder.

Tabitha just shrugged nonchalantly as she once again slipped headphones back on, already bored with the conversation.

However to her surprise, the music was once again cut short as the headphones were suddenly yanked off her head and began floating before her, suspended by some unseen force. Apparently while the blonde had finished with the conversation Jean hadn't.

"Tabitha I'd appreciate it if you tried to take this a bit more seriously," Jean chided as she kept on eye on the road.

Rolling her eyes, Tabitha quickly snatched her headphones out back out of midair. "Geez Jean try and lighten up a little," she replied with a sigh. "I was going to get a copy at the office when we got there. Since we're showing up like half an hour early."

"I suppose," Jean relented, albeit slightly. "Still, you really shouldn't take such a casual approach towards school. One of the first lessons you'll learn at the Institute is that it helps to always be prepared."

"Yeah, like especially if Mr. Logan is your instructor," Kitty advised, dead serious.

The blonde merely responded with a smirk and a nonchalant shrug. "You mean that badger guy? Yeah he seems easy enough, so I think I'll take my chances."

At that bold statement Jean, Kitty, and even Alex couldn't help but exchange a quick knowingly incredulous glance amongst themselves, one that only naturally caused poor Amara to gulp nervously from the backseat, having heard a few of the horror stories of his training sessions from Kurt and Evan. "Mr. Logan's not that bad right?" she asked anxiously.

"Let me put it this way," Alex began, giving brief pause while reflecting on a few of his own brief training experiences. "Yes."

"Don't listen to Alex Amara," Jean quickly assured, not needing to be a psychic to tell that the girl was already nervous enough starting at a new school. She certainly didn't need to be worrying about Wolverine 101… yet anyway. "Logan's training might be tough but he never gives you more than you can't handle."

"Totally," Kitty chimed in.

Her worries put to rest if only for the moment, Amara breathed a sigh of relief and settled back into her seat, returning her worries back to her first day of American high school. Something quite frankly, part of her dreaded even more.

Now bored and looking to stir up a little fun, an impish smirk formed on Tabitha's face as the Jean machine slowed to a stop at a red light. Quickly spying the perfect targets of some teenage pedestrians waiting on the sidewalk for the crosswalk light to change, a small glowing marble sized orb of charged yellow plasma formed in her hand. She then sprang up between Jean and Alex and with an expert flick of her fingers, skill launched the small time bomb out the open passenger window, allowing the makeshift mini bomb to fall at her would be victims' feet.

BANG!

As expected, the small orb instantly detonated with a blinding flash, sending the teens outside into a panicked frenzy.

At the sight of a successfully executed prank Tabitha couldn't help but burst into hysterics as she retook her seat in satisfaction, leaving a mortified Jean to deal with the following scowls of the pedestrians, only able to offer them up an apologetic sheepish grin.

Needless to say, the second the light turned green, Jean couldn't break away from the hostile scene fast enough. Slamming her foot against the accelerator pedal, the Jean Machine's tires wildly screeched against the asphalt mere as the van was instantly sent rocketing from the scene and down the street, setting a new land speed record.

After about a block or five had been cleared behind them, Jean eased up on the gas, much to the relief of the van's other passengers.

Quickly releasing a heavy breath she hadn't even realized she'd been holding, the redheaded driver immediately shifted part of her gaze over her shoulder at the van's resident prankster, who at the moment was still howling like a hyena, apparently finding the fallout of her little prank hysterical. "Tabitha…" she gritted out through clenched teeth, eyeing the girl with a restrained livid glare. "I don't suppose you remember what the professor said about keeping a low profile in public?"

"What?" replied the blonde innocently, finally managing to contain herself. "I'm pretty sure nobody noticed."

From the furious twitch of Jean's left eye and the poorly suppressed snarl crossing her face, it was at this point that the other passengers braced themselves for a meltdown of epic proportions.

However, said meltdown never came. For it was at that moment that the wail of rapidly approaching police siren's immediately dissolved the fury on Jean's face, replacing it with a mask of utter panic.

Green eyes instantly darted to her mirror to see a police car in racing towards them in hot pursuit, obviously having issue with the Jean Machine's impromptu breaking the sound barrier.

"Oh boy, not good," Alex noted as he glanced out the window behind them.

"We are so busted," agreed Kitty.

With a groan, all Jean could do was quickly pull over and wait for the inevitable ticket, silently cursing herself for not being more responsible and keeping a closer eye on the others. This day was seriously not starting off as she had hoped.

Noticing their less than thrilled expressions, Amara couldn't help but fidget nervously in her seat. She had seen enough American television to know that a van full of teenager plus approaching sirens never ended well. She was too young to go to jail!

"Will you guys relax already," Tabitha stated, getting annoyed. "Worse case scenario Jean flirts with the cop, maybe pulls a jedi mind trick on him and just gets a slap on the wrist."

"I would never do that!" Jean exclaimed in protest, insulted the blonde would ever pose such a suggestion.

"Like which one?" asked Kitty. "The flirting or th-"

"Either one!" Jean quickly cut off, really not comfortable with this conversation.

"Besides what if the police officer's a woman?" added Amara.

Tabitha shrugged. "In that case I'd say she's probably still got a shot," she replied. "Admittedly her odds aren't the greatest but they're still better than you'd-"

"Okay we are seriously not having a conversation!" Jean exclaimed.

"Touch a nerve there did I Jean?" asked Tabitha with a smirk.

At that Jean merely returned the blonde's question with a warning glare before returning her attention back on the approaching sirens, mentally chastising herself for being so reckless. Her parents were going to freak when they found out.

However whatever reprimand she had been expecting never came, as instead the police car merely sped past them and round a corner ahead.

"Huh," Tabitha stated, surprised. "Guess that wasn't about us. Good news for you right Jean?"

Angrily, Jean whirled around towards the blonde, sorely tempted to do something with her powers she knew the professor certainly wouldn't approve of.

KAABOOOOOOM!

Without warning a tremendous explosion suddenly shook the entire area, rocking it with the unbridled force of mighty earthquake. Before any of them could react, a large flaming cement truck came careening out of the sky, impacting the street and detonating in massive fireball of flames and twisted metal.

As the thunder of the truck's explosion soon faded, all they could do was silently stare in utter shock as the burning wreck of the fallen truck continued to smolder vehemently before them.

"Okay, that wasn't me, I swear," a stunned Tabitha finally stated, breaking the silence.

At the sounds of dozens of terrified screams, all eyes immediately then turned towards the corner the police car had turned into ahead, watching as a thick grey haze came billowing out from the street corner ahead, rapidly spilling out over into the streets like an avalanche of dense fog while dozens of people alongside the street began fleeing the scene in newfound terror.

As the grey vapor rapidly flooded the area, all the five mutant teens could do was watch in growing horror while the people fleeing in panic quickly slowed, staggered, and finally fell to ground motionless as they were overtaken by the growing cloud.

Acting fast, Jean quickly snapped from her stupor as she turned to the passenger's door and speedily used her telepathy to close the open window before the fast approaching miasma reached them. Whatever was happening she was more than sure breathing in whatever that cloud was would not be a smartest of ideas.

"What the heck is going on Jean?" Alex asked in growing alarm as the cloud bank quickly washed over them, enveloping the van in its apparently lethal mists.

"I don't know," she replied, shaking her head before turning to the others. "Is everyone alright?"

"I'm good," Tabitha answered.

"Like same here," added Kitty.

Jean then shifted her gaze to Amara, who simply continued to stare out the window at the scene, eyes wide in sheer terror. "Th-those p-people," she stammered, pointing past the window as horrified tears began forming in her eyes, the mere thought barely too much for her. "A-are… are they… they-?"

Dreading the answer herself, Jean quickly turned back towards the windshield as she closed her eyes and focused her mind, hurriedly extending her mental reach beyond her own psyche, desperately reaching outwards to the fallen people now littering the streets while silently praying to whatever higher power that may have been listening that her worst fears would not be met.

After a moment the psychic redhead finally exhaled a breath she hadn't even realized she had been holding. "They're okay Amara," she replied to her extreme relief. "They're all just unconscious."

Needless to say a collective sigh of relief was exhaled by everyone else in the van, grateful for at least some small mercies. "Well I guess that's some good news at least," said Kitty thankfully.

"And with that being said I say we go find whoever's behind this and kick their butts," Tabitha said eagerly, earning her mixed looks from the others.

"Seriously?" replied Alex incredulous.

"What?" returned Tabitha. "Big explosions, sky diving construction vehicles, and mystery knockout mist isn't something the X-Men should be looking into?"

"But we're not X-Men," Amara quickly pointed out trying her utmost to steel her resolve while wiping her eyes clear with her sleeve. She then cast a quick glance Jean and Kitty's way. "Well, not all of us anyway."

"Meh, X-Men in training, close enough," Tabitha shrugged.

"Can't exactly argue with that," Kitty admitted. "I think."

"No we can't," nodded Jean in full agreement as she retook the wheel and swiftly shifted gears. "So let's roll."

And on that final note, the Jean Machine pulled out back onto the main road while the mutant teens aboard – not knowing what to expect behind all this chaos – solemnly did their best to ready themselves for just about anything.

Well, most of them anyway. "So Jean are we officially married to 'let's roll' as our battle cry catchphrase?" Tabitha cheekily wondered as they ventured further into the grey miasma. "Or was that more of an 'in the moment' kind of thing? Either way I think it could use some work."

Choosing on simply ignoring the blonde behind her, Jean maintained her focus on the road as she slowly drove deeper and deeper into the dense grey vapors, silently wondering just what it was she was driving towards, and hoping that whatever it was they were well enough prepared to handle it. Little did she or any of them know however, nothing could have prepared them for just what they would soon face.


As the fogbank of grey was quickly lifted by the winds, it was more than evident from the surrounding aftermath that utter pandemonium had reigned only moments ago.

Smoke poured upwards from the mangled smoldering wrecks of overturned cars, shards of shattered glass windows were strewn about the sidewalks and asphalt, phone poles lay toppled in the streets while their severed cables lethally sparked and danced about live with electricity, broken fire hydrants erupted geysers of water, and littering the block were the fallen bodies of dozens upon dozens of innocent bystanders, all rendered unconscious by the grey chemical cloud that had blanketed the area only moments ago.

Standing at the epicenter of the anarchy, two bizarre figures – one a futuristic eight foot tall black and green robotic figure flaunting an arsenal of gun barrels from its arms, and the other a burly built purple skinned alien clad in a green and black hazmat styled suit, numerous metal nozzles, a gas mask, and lastly a certain green hourglass shaped insignia embedded squarely in his chest – could only stare in stunned wide eyed disbelief as they surveyed the surrounding devastation they had wrought.

After a prolonged moment of silence, it was the shorter of the two who at last spoke. "Well," Gutrot began with a sigh, unable to break his gaze away from the scene. "That certainly snowballed out of hand faster than usual."

With a grimace his now not so mini mechamorph compatriot could only nod in whole hearted agreement as his weaponized appendages immediately converted to a pair of hands. "Ship," he agreed before quickly turning to his friend, an extremely worrisome thought suddenly striking him. "Ship ship ship ship ship?"

It was then that the nearby wreckage of what used to be a car exploded. "At this point I'm thinking her being 'mad' is an understatement," he morosely answered as he glanced to the flaming wreck with a grimace, relieved at the very least that the vehicle had been unoccupied. "Hope you've got your affairs in order."

"Ship!?" the not so mini galvanic mechamorph exclaimed in protest.

"Yeah you," the purple skinned alien snapped back. "I can do a lot, but last I checked missile and laser fire weren't exactly in my present skill set."

As much as he hated to admit it, Ship begrudgingly had to admit that his friend wasn't entirely wrong. "Ship ship ship ship ship," he quickly pointed out, gesturing to the quickly dissipating grey haze and the dozens of bodies lying in the streets.

"Yeah… that," Gutrot lamented with a sigh. "In hindsight I'll admit, probably not my brightest idea."

At the sound of yet another overturned car detonating in fiery explosion, once again the duo couldn't help but shift their gaze back towards their handiwork. Both begrudgingly forced to admit that in some small way they had maybe sort of kind of probably gotten slightly carried away. But still, it wasn't as though the situation hadn't initially required just a little excessive lethal force on Ship's part, and collectively gassing the neighborhood into a coma had seemed the right thing for Gutrot to do at the time.

True the end result might have been a little hit and miss – admittedly a little miss… okay a lot miss – but all things considered maybe she wouldn't be all that mad.

It was at that moment that a telephone pole which had somehow managed to remain upright in spite of the onslaught at last gave way and came toppling downward, crashing down onto a car eliciting yet another grimace from the duo as the destroyed vehicles alarm began to shrilly blare to which Ship promptly silenced with a quick blast of laser fire, promptly detonating the vehicle and briefly sending it skyward before it quickly returned to earth, impacting the tarmac with a deafening fiery crash.

Nope, when she got a hold of them they were dead, so very very dead.

"All things considered I'm thinking now would be a good time to scram," suggested the alien hero. "If we're lucky maybe we can just deny everything and she'll buy it."

"Ship ship," his companion fully agreed.

As the two quickly turned to make a hasty retreat, it was then however that a certain black and green Volkswagen van emerged from the remaining haze of dissipating grey gas.

"Great, just what we need, more witnesses slash bystanders slash victims," the purple skinned alien groused. "Well at least at this point a couple more aren't really going to matter much."

As Gutrot quickly began remixing another batch of the chemical compound within his innards and readied to release another blast to knock out his unsuspecting targets, the van quickly came to a stop before them.

The alien duo's eyes quickly went wide with recognition as the occupants inside hurriedly exited the vehicle and readied themselves for a fight.

Guessing that gassing the local good guys probably wouldn't be the smartest of moves, the alien chemical mix master quickly neutralized the compound brewing in his insides. "Oh hey, it's you guys," he greeted awkwardly. "So how're you doi-?"

He was interrupted when a blonde girl whom neither of them recognized suddenly manifested a glowing yellow sphere the size of a baseball. "Let's get 'em!" she shouted and hurled the orb at the purple skinned alien, promptly exploding in his face and sending him reeling backwards to the ground.

"Oh look at that," he sarcastically muttered to his companion as he hoisted himself back onto his feet, rapidly growing ever less than thrilled with how their day was going so far. "I think they remember us."

"And here I thought going to school early would be a snore fest," the blonde grinned as she quickly produced another explosive sphere and lobbed it at the strange duo.

The small explosive would never make it to its intended target.

Acting fast Ship's right hand transformed, converting instantly to the more lethal configuration of several weapon barrels before promptly firing off a quick blast at the incoming makeshift grenade, swiftly detonating it in midair.

Glowing neon green optics narrowing heatedly, the rest of Ship's robotic form immediately followed in suit with his arm, transforming into a walking arsenal as the barrels of lethal weapon upon lethal weapon sprang forth from his mechanical body, causing the five mutant teens to instantly freeze dead in their tracks as their collective torsos suddenly became alight by the numerous glowing dots of laser sights, all suddenly feeling very much out of their league and very very much outgunned.

"Yeah as much as we'd like to oblige you with that, I think we'll be making a hard pass," he stated frankly. "With all due respect of course."

Since they had arrived on the scene she had been telepathically scanning their minds only to discover she couldn't read either of their thoughts. All she could glean from the taller of the pair was the mental equivalent of white noise, and as for the purple skinned one, well she couldn't quite describe what she was sensing. It was like the psychic equivalent of a bad phone connection or a television picking up a fax signal.

But at any rate she at least hadn't sensed any kind of hostility either, and hoping that might have been a good sign and not just poor psychic reception on her part, with a nervous gulp Jean daringly stepped forward, deciding to opt for a more diplomatic approach as opposed to Tabitha's gung-ho method of shoot first and ask questions later. After all, based on the state of their current surrounding it was abundantly clear these two were not to be trifled with. "Listen, I think maybe we got off on the wrong foot here," she began slowly approaching the shorter of the strange pair.

"I'd call that an understatement," he retorted flatly, casting an annoyed glare towards a certain blonde.

"How about maybe we should try starting over with some introductions then?" she offered hopefully. "I'm Jean Grey, and this is Amara, Kitty, Alex, and Tabitha."

There was a long pregnant pause as the purple skinned stranger eyes narrowed on the redhead while he inwardly deliberated whether to answer the girl or simply just make a break for it and save themselves the trouble. "Name's Gutrot," he at last replied with a shrug, apparently not seeing the harm, it wasn't like he was going to spilling his real name after all. He then thumbed towards his enlarged mechanical partner in crime. "This guy I'm pretty sure you remember from that thing up in the arctic a few months ago."

"Ship," Ship greeted with a chipper wave of his weaponized non-hand, happy to see some of them again.

Immediately struck with recognition, Jean, Alex, and Kitty's eyes went wide as they could only gape at the black and green figure, causing Gutrot in turn to smirk behind his gas mask at their surprised expressions, relieved that they at least seemed to recognize one of them now.

"Wait…" began Kitty, eyeing the towering transformed mechamorph holding them at numerous gun points. "So if he's… then does that mean you're also…?"

"A card carrying member of the E.T. appreciation club?" he finished, smirking behind his mask. "Yeah pretty much."

Despite the amount of lethal firepower currently being trained in their general direction, Alex couldn't help but exhale a slight sight of relief. "Well then I guess that means we don't have to worry about you guys working for Magneto."

At the mention of that particular mutant both Ship and Gutrot's eyes narrowed angrily. "Never met the guy," seethed the green eyed alien chemical mix master. "But if we ever do you can bet it'll be a real short meeting."

"Ship!" he snarled in whole hearted agreement.

At that Jean couldn't help but gulp, she certainly didn't need to be psychic to feel the raw anger radiating off of the duo. "Um, at any rate," she continued, switching topics back towards the present. "I don't suppose you could tell us what happened here?"

Gutrot merely shrugged, again not seeing the harm. "Meh, sure," he replied. "Not all that much to tell really. Got kinda hungry so me and the walking warzone here went on a breakfast run." He then pointed towards a man a few feet away, one notably propped up and bound by the twisted steel pole of a stop sign tightly wrapped around his slumbering frame while a purse dangled from his neck. "This brainchild swipes some lady's bag then someone gets a little trigger happy with the missiles-"

"Ship!" Ship protested.

"What? I didn't say you did I!?" the alien hero exclaimed.

"Ship ship ship ship ship!?" the transformed Mechamorph protested.

"Don't short your circuits, I'm getting to me already!" he barked in annoyance. He then exhaled a heavy sigh as he recollected his thoughts. "Where was I? Oh right, insane missile payload overkill. Anyway, insert your standard chain reaction slash pandemonium and anarchy one second later – you know… people screaming, freaking out, yadda yadda. So I gas the area with some concentrated Sevoflura-"

"Whoa whoa whoa! Wait a second," Jean quickly cut off, staring incredulously at the pair in absolute dumbstruck disbelief. "Are you telling us all of this was because you were stopping a PURSE SNATCHER?!"

"You should see how we handle jaywalkers." the green eyed alien hero couldn't help but jokingly boast.

While the mutant teens could only stand there, incredulously balking in wide eyed disbelief at the duo, it was then that the piercing trill of rapidly approaching sirens suddenly cut through the air like a knife, causing the assembled aliens and mutants to instantly be on the alert.

"And that would be our cue to make a quick exit," Gutrot quickly announced. "Love to stay and chat, but you'll have to catch us up with this some other time."

Before anyone could react, the purple skinned alien's body suddenly erupted in a massive all enveloping surge of thick black smoke.

Springing into action, Jean instinctively unleashed a telekinetic burst, instantly dispelling the surrounding smokescreen around them, only to find less than to her surprise the two aliens had fled the scene, vanished without a trace.

"Ah man they got away," griped Tabitha with a scowl. "Told you we should have busted them when we had the chance."

Alex just stared at the fellow blonde. "Yeah right, us and what army?" he retorted. "I mean did you see the heat that big guy was packing? I'd just as soon not be used for target practice thanks."

"We so could have taken them," Tabitha stubbornly grumbled.

Ignoring the blonde, Kitty turned to the redhead. "So like, any idea how we're going to explain all this to the professor?" she couldn't help but ask worriedly.

"Especially the whole 'close encounters sequel' part," Alex quickly added. "Cause I'm pretty sure he's gonna want to know about that."

Jean for her part simply remained silent. Honestly having no clue how she was going to even begin explaining any of this. She could barely even explain it to herself.

However, as the noise of the approaching sirens quickly grew to a fever pitch and she caught sight of several police cars, ambulances, and fire trucks slowly pushing their way towards the mutant teens through the miasma of black smoke blanketing the decimated streets, her concerns were quickly pushed to the wayside. "Right now I'm more concerned about how we're going to explain this to them," she replied. "Don't suppose anyone has any idea?"

"Swamp gas?" Alex suggested, earning him dubious looks from his female compatriots. "What? Isn't that how the feds usually explain aliens?"

"It's a good thing you're pretty surf boy," Tabitha couldn't help but tease with a smirk, earning her a scowl from the fellow blonde.

Jean shook her head as she exhaled a sigh, unable to come up with much else herself. "For now let's just try and distance ourselves from all this as much as possible," she advised.

"Um, what does that mean?" Amara asked, puzzled.

"We play dumb," replied the redhead. "We we're simply on our way to school and when we saw the explosion and we came to help. Beyond that we didn't see anything."

"Sounds good to me," nodded Alex.

Not having any better ideas of their own, Amara and Kitty merely nodded in agreement with the psychic redhead's makeshift plan.

"Or we could take a cue from the big guys and bail before the cops show and just let them figure it out," Tabitha supplied, really not wanting to deal with the police at the moment. They were teenagers, and police plus teenagers usually meant the involvement of guardians at some point. And she really didn't want any kind of risk that might mean her getting pulled from Xavier's and brought back home.

For a moment a brief deliberating pause was shared between the other teenagers before Kitty, Alex, Amara, and Tabitha suddenly all bolted back into the van.

"Move it or lose it Jean," Tabitha called from inside the van, beeping the horn impatiently.

Realizing she had just been outvoted and not wanting to run the risk of Tabitha behind the wheel – or worse yet Kitty – Jean quickly dove in after her mutant compatriots got into the driver's seat, buckled in, and after a quick turn of the key roaring the engine to life quickly hit the gas, hastily departing with a speed a formula one race car would envy.

Watching briefly as the insane scene behind them quickly shrank in the rearview mirror, Jean exhaled a relieved sigh, glad to have at least one less thing to worry about.

As her eyes shifted back to the road and she swiftly turned a corner the psychic redhead's thoughts couldn't help but turn back to the alien duo as she replayed what had just transpired through her mind, mulling over the past few moments as well as the events no doubt to come.

Not only had one of the aliens they'd encountered months ago apparently returned, but it also seemed to have brought a new one with it, the implications of which only spoke volumes on many unsettling levels.

Just why had the aliens returned? What were their intentions? And most importantly, were there others?

Noting the destruction the duo had left in their wake, that last question caused Jean to cringe, sparsely even beginning to imagine the kind of pandemonium that could mean to come, and more importantly the kind of attention that could bring.

So far the existence of mutants had managed to be kept secret from the public, but that was a secret tenuously held at best, especially with mutants like the Brotherhood or Magneto running loose.

And now, aliens of all things had apparently been added to that volatile mix. Aliens who – if nothing else – had proven themselves to be about as subtle and discreet as a cinderblock being flung through a windshield.

Jean couldn't help but get the ever growing feeling that their jobs as X-Men soon were about to become a lot more complicated.


With a quick glance from over his shoulder, a certain alien hero exhaled a quick sigh of relief as he and his large mechamorph friend hastily jogged through the pitch of his impromptu smokescreen, apparently by some small miracle they'd managed to make a clean getaway.

CLONG!

Instantly stopped cold in his tracks, with a muffled groan Gutrot slowly peeled his face from cold painted metal. "Well… that just happened," he could only begrudgingly conclude. "What a lousy place for a stop sign."

"Ship ship?" inquired the transformed mechamorph.

"I'm fine, I'm fine," the emerald eyed alien assured with a sigh as he quickly resumed his pace, making a mental note to try and actually look where he'd be going the next time he made a smokescreen. "For now anyways. God only knows what 'she-who-should-really-not-be-named-lest-it-we-tempt-fate-and-we-find-ourselves-teleported-into-an-active-volcano-and-that's-if-we're-lucky' will do to us."

Ship stared up at his large presently purple skinned compatriot confused. "Ship ship ship?"

At the mention of that dreaded name Gutrot face-palmed. "You just had to say her name didn't you?" he groaned. "You know that girl's got ears stronger than a satellite dish – and a temper like a nuclear warhe-"

The young human turned alien hero failed to finish his sentence as it was then he was suddenly cut off by the deafening roar from a mighty and fast approaching engine, suddenly resonating throughout the area with the thunder and rumble of a violent avalanche.

The duo quickly spun about face in time to see a behemoth of a green and black muscle car suddenly rounding a corner and come thundering towards them.

"…and speaking of witch," the purple skinned alien ruefully gulped.

He was quickly joined in his fearful gulp by the young Galvanic Mechamorph as both aliens could only watch in growing terror as the car came rocketing their way down the street only to come to an abrupt stop before them with the ear piercing shriek of rubber tires screeching against the tarmac.

Like the calm before the storm, a dread filled silence hung in the air as the alien duo stared in mounting terror for what they knew awaited them within.

With the same terrifying slowness of an executioner measuredly raising his axe, so too did the black mirrored passenger window slowly descend to finally reveal a pair of seething eyes presently glowing with a literal scarlet red fury the likes of which only the very fires of hell could match.

With little other choice, fearfully Gutrot greeted the irate raven haired driver with another nervous gulp as he tapped the Ultimatrix control on his chest, transforming him back to his normal Ben Tennyson self in a flash of emerald green light. "Wanda… hey. I see you're up," he began. "So yeah, listen, about the us agreeing to do the whole 'low profile' thing, well you see there's a really good explanation here…"

Eyes still blazing crimson red as she drummed her fingers on the steering wheel in agitation, the Raven haired mutant girl wordlessly arched an expectant eyebrow for him to continue, more than eager to hear his explanation this time.

Again Ben gulped. If experience had taught him anything over the last few months it was glowing red eyes were always a sign for eminent hurt, a lot of eminent hurt! "Well you see me and ship we going to surprise you guys with some breakfast takeout but then there was this purse- ah screw it, Ship did it!" he exclaimed, desperately pointing at his enlarged cohort.

"SHIP!?" the aforementioned cohort shouted in protest.

"Yes you!" Ben barked, there was no way in hell he was taking the blame for this. "You fired the missiles."

"Ship ship ship ship ship!"

As both boys quickly descended into a finger pointing blame game of a squabble over who did what, both were instantly silenced as their raven haired spectator snapped her fingers, rendering Ship mute, and Ben suddenly devoid a mouth from his face.

Terror once again locking them into a stranglehold both boys immediately whipped their full undivided horror back to a certain raven haired mutant girl.

"Get. In. The. Car," she growled out, enunciating each word in a low tone absolutely dripping with burning menace.

Not needing to be told twice Ship – now trembling with fear – immediately transformed back to his usual diminutive self and hurriedly scampered into the back seat and the comforting lap of a certain brunette girl waiting for him.

Really not wanting to see what other parts of his body she could make disappear, Ben for his part immediately jumped into the front passenger seat, strapped himself in and swiftly shut the door closed.

As Wanda then gunned the engine and the monstrous muscle car once again roared to life and tore its way on down the street, a small hint of a satisfied smirk couldn't help but grace her features as the scarlet light seething from her eyes slowly faded away.

"Mmrrr, mrrmm rmrmrm mr?" asked a muffled Ben, pointing to his missing mouth.

"Any chance we could keep him like this for a little while? Like a year?" smirked the young brunette in the back while soothingly petting the mini mechamorph in her lap, rather enjoying Ben's newfound silence.

"Whoa harsh much?" said the blonde in the back with a laugh. "I mean who here hasn't blown up a city block or five and/or endangered hundreds of innocent bystanders?"

"Mrhm whm mrh mrhh," Ben fervantly nodded, pointing to the other passenger in the back in full support of her case.

"Actually any chance you could do this one too?" the brunette retorted, thumbing towards the sitting blonde beside her. "You know you're tempted red."

The contemplative silence from the raven haired driver spoke volumes as a fanciful smirk played at her lips. It was tempting. Really really really tempting.

"Oh please," the blonde girl retorted with a less than worried eye roll and a dismissive wave, confidently easing back into her seat. "Like they'd really do the new character episode and cut my lines within the first five minutes. I mean seriously, I bet they've barely got past the theme yet."

Author' Notes:

Well, there it is… chapter two in all its chapter two-ey goodness. Sorry it took so long. One thing I didn't count on when I started this fic was just how many main characters are in the X-men show and it's a bit of a juggling act where as I'm more used to writing just 1-4 or so characters per chapter.

Anyway I imagine some of you have questions. To begin with in case you guys didn't pick up on it when it was mentioned in the chapter there has been a bit of a time jump of several months since the last chapter and needless to say some stuff has happened on Ben's side of things. Interestingly enough though not so much on the X-Men's side aside from Scott's brother joining up. Some of you may be wondering just what went down during this, rest assured it will be addressed. I mostly just skipped over the arc because it would have been almost completely devoid of the X-men if it was told through traditional linear storytelling, and this is an X-men/Ben10 crossover after all, so I figured out a way to have them be present but not present at the same time. How's that going to work you'll find out eventually.

Also in regards to new mutants Magma and Boom Boom are the only other new students to the institute. One thing that always bugged me was all the new mutants that were suddenly thrown into the first episode of season two and from then on were mostly just background characters except for Boom Boom and Magma, and half the fun of the first season was introducing a new mutant with a full episode or an arch spanning several which gave them more character development, which will be more the route I'll be taking with the new mutants (Which fyi may or may NOT be the same ones from the show. So feel free to suggest which mutants you'd like to see).

Also some of you will likely be griping about how Ben doesn't get more screen time. Again I refer you to there being like 30 main characters from X-Men Evolution! There's going to be a lot of that. Not to mention Ben being in another world means he has to deal exclusively with that other world and it's problems (which being a Marvel world CAN GET PRETTY FREAKING COMPLICATED!)

And as for just who the two new girls are with Ben, Wanda and Ship, well you'll just have to wait for the next chapter. Although on the off chance you do figure it out no spoilers in the review please.

Oh and here's a quick tip for those of you writing X-Men/Rogue centric fics out there. When you do your editing be sure to do a word search for the word 'Rouge'. I cannot tell you how many people on this site can't seem to spell her name right and because it's an actual word and a name it tends to get missed a lot by spellcheck.