After his heated discussion with his younger brother, Scott went upstairs to the bedroom Emma was staying in. Her door was open, so he carefully walked inside to see the blonde-haired woman standing in front of the mirror, examining her once broken nose. She glanced at him once see realized she was no longer alone.

"It still doesn't feel right." Emma complained.

"We need to talk." Scott stated as he walked further in after closing the door behind him. Emma smiled and turned around before slowly walking up to him.

"These last couple of days have been so hideous." She began. "But I'm glad you're here. I wish we could get away from all this and go somewhere safe, where no one could find us." Emma began to run her hands over Scott's shoulders, but Scott gently but firmly took her hands and shook his head.

"Emma, I want to, but I can't. This has to stop. I would be betraying Jean."

Emma only smiled in return.

"The betrayal, Scott, is all in your head."

"I'm not like this."

"Stop trying to live up to such ridiculous, restrictive ideas." Emma wrapped her arms around Scott's neck and her hands clasped together. "Let yourself fall, stop being such an old superhero."

"I've never been anything else. I've never been allowed to be anything else."

"Well, you can be anything you want now. You're safe with me."

Emma took Scott's hand and guided him over towards the bed. Leaning back onto a mound of pillows, Emma slowly unzipped the front of the dress, revealing her cleavage and exposing her stomach. Scott then proceeded to take off his shirt. 'Is this really how you wished it was with Jean?' Emma then telepathically asked. Not allowing him time to answer, Emma eyed Scott's chest and proceeded to tell him that he's making her lose control. She's going to explode with passion and fry the stars…

As this was going on, Jean was arriving back to the mansion with Kitty keeping a safe distance behind her. The young girl was still terrified about what had happened with Warren back at the penthouse. Once inside, Jean headed straight upstairs to the room she shared with Scott and was greeting with a hell of a sight. Looking upon her half-naked husband and another woman with whom he was in bed with, Jean asked them to not tell her; they can explain. Scott could only look at his wife, his mouth agape.

Rising from the bed, Scott stammers a defense, reaching out to her.

"It's not what you think."

"Shut up. It's exactly what I think."

Jean then froze Scott in place. She then looked to Emma who was smiling mischievously as she got to her feet. "

Do you think that this is funny?" Jean demanded.

"Hilarious, actually." Emma responded. "The best part is, you know that I'm not using my powers at all. It's all him, it's what he really feels. I guess you just don't do it for him anymore. It's because he's afraid of you." Emma leaned forward towards the other woman. "You know why we hate each other, don't you?"

"Because you're an evil whore who has been making a play for Scott since that minute you've gotten here. As though you thought that I was too stupid to notice? I could have killed you with a single thought at any time. But I didn't, Emma. I let you stay here, and lust after my husband. And I do it because I am better than you. I am stronger than you."

Emma's eyes narrow, and the anger feels good, but it's a sick twist in her stomach.

"Yes, or course you're right. But that's not why you hate me. Not truly. You hate me because there's nowhere to hide. No quiet thoughts to hide behind."

"I have nothing to hide from you." Jean snapped

"No. But you do from everyone else. Especially your beloved Professor." Before Jean could respond, Emma explained; "I'm an empath, remember? I feel it from you. The anger you have, because you think he's holding you back."

Jean continued to glare at Emma before answering. "I just don't want people to suffer."

"People are born to suffer. They are born blind or disabled. They get cancer or any other countless disease. People suffer and die. It's not for you to decide if the moment comes or in the blink of an eye. You think you can do whatever you want, but you can't. There are consequences. There are limits. You aren't limitless."

"And yet I am here."

Then, with a wave of the hand Jean knocked both Scott and Emma out. They landed on the bed, right next to each other as Jean spun around and left the room. As she walked into the hall, she was quickly met with the sound of footsteps running towards her. It was Siryn. "Ms. Grey! We need you down in the infirmary!"

"What happened?"

"It's Tabitha, she hurt herself when we were in the Danger Room earlier."

"What in the world were you even doing in there?"

"It's a long story."

Jean shook her head and followed her student downstairs to the infirmary. She healed Tabitha's ribs with ease before turning her attention to the rest of the group who had brought her down here. "I don't want to hear about something like this happening again." Both Sam and Jamie couldn't meet her eyes. "You all could have seriously been hurt. You all will have your opportunity to be a part of the team someday, but try focusing on graduating first, please."

"Yes, Ms. Grey. We're sorry," Sam said before they all turned and left. Jean then sighed heavily before walking over to the table and laying down on it. She closed her eyes and as much as she hated to admit it, Jean couldn't stop thinking about Emma said. Was she angry with the Professor? Did she felt like Xavier was stopping her doing from what she was truly capable of She healed the Professor's spine and Scott's eyes, she knew she could do so much more than that-

"Jean?"

It was Logan.

"Are you okay?"

"Yeah, I'm okay." Jean answered without opening her eyes. "Why wouldn't I be alright?"

"Kitty came and told me about what happened with Warren. She was pretty upset."

"I know, I messed up. But I can fix it. I just need a minute to focus."

"Alright."

Before Logan could turn to leave, Jean couldn't help but smile. "This was where we first met remember. Accept I'm in your place...and you're in mine." As she sits up, and telekinetically detaches the shirt from her body. Logan stares at her chest and she smiled. "Logan, you're making me blush."

"You're reading my thoughts?"

"Do you think I really have to? This is what you've always wanted isn't it?" Jean then telekinetically made the door to the infirmary close. She leaned in closer to him. "It's okay." She then started to kiss him passionately, and Logan gave in. Suddenly, Jean began to get fiercer, deepening the kiss and clawing at his arms. Suddenly Jean started to undo Logan's belt before he finally got a hold of himself and pulled away.

"Wait."

"No." She almost growled. Jean then telekinetically ripped off Logan's belt. Logan backed away from her, now looking shocked.

"Jean…this isn't you."

"Of course it is…"

Jean tried to resume but Logan gently pushed her away.

"Hey! Maybe you ought to take it easy. I'm with Ororo now."

A dark look then appeared in Jean's eyes. "Yeah, instead of me, you got the consultation prize." Logan could only stare at Jean, shocked by what she just said. She then looked him up and down, getting angry that now. First Scott, and now even Logan seemed to be rejecting her. "Look at you Logan...she's tamed you!"

Logan narrowed his eyes. "Do I look tamed?"

"Neutered is more like it."

Jean tried to get to her feet to leave but Logan gently but firmly took her wrist. "Hey! Why don't you wait here until the Professor comes back. You really seem different."

Jean's eyes then burned orange. "I am different. So out of my way, Logan!" Without warning, Logan was then violently thrown backwards and into the wall, traces of fire trailing him. He slumped to the floor as Jean levitates from the table. She landed on the floor and walked toward the door. Without pausing, she ripped the door from its hinges telekinetically and continues on until she is outside of the mansion. Suddenly, a voice echoed in her mind.

'Jean...can you hear me.'

It was faint but Jean was still strong enough to hear him.

'Professor. What's happened? Where are you?'

'They're keeping me prisoner here at the Hellfire Club. Erik...Erik is here as well."

'I'll be right there.'

'Wait, the club has done some kind of ritual. I don't know how it's going to affect you if you come here.'

'You should know by now, nothing can hurt me.'

'You don't know that Jean. Don't come here alone. Bring the others.'

But Jean didn't listen. In almost an instant, Jean materialized inside of the temple of the Hellfire Club. She instantly was met with a group of people wearing black cloaks.

"It's you," Sebastian gasped.

"Release the Professor." Phoenix demanded. "Now!"

Sebastian on the other hand, smiled and ignored the order. "Oh, great and powerful Dark Phoenix. May I serve the distinction and the suitable respect as the benefits The One?"

Phoenix slightly turned her head as she continued to look at him. What in the hell was this man babbling about?"

Just then, Magneto walked into the room, using his powers to pull Xavier's chair with him. Phoenix came forward but as soon as she stepped on the large pentagram on the floor, she instantly fell to her knees as her body began to glow a dark red this time, not orange like she had in the past. She grabbed her head with both hands and screamed.

"Erik, stop it!" Xavier yelled.

"No Charles!" Magneto yelled back. "You've always held her back!"

"You don't know what you're doing!"

"I know full well. This is her destiny."

Henry Leland then came forward and approached the struggling woman on the floor. "Oh, perfect majesty beautify vision of essential union, might I call upon you now to open your eyes and gaze upon those who have summoned and worshiped you."

"Oh, perfect majesty?" Phoenix growled in a mocking tone as suddenly she levitated back to her feet. Phoenix then opened her eyes. They were a dark, ruby red. Colors of energy swirl suddenly around her as she telekinetically constructed herself a new outfit. A deep red dress with a red overcoat. "How dare you?" Phoenix demanded. "How dare you command a god?"

"Erik, you have no idea what you have done." Xavier said.

"I know full well," Magneto snapped back. "Just keep your mouth shut."

"You miss understand us," Sebastian stammered as he looked at Magneto, wide-eyed before looking back at Phoenix. "Oh great one, th-this wasn't a binding spell. We lowly nine didn't summon you to do our bidding."

"You were the one who was giving Emma Frost orders."

The leader of the Hellfire Club didn't get another word in when Dark Phoenix suddenly demoleculerized half of the Inner Circle, simply using her mind. And that included Sebastian's son. The blood drained from Magneto's face upon seeing this. He was so shocked he couldn't speak, he couldn't even move.

"Oh god," Sebastian backed away. "Please don't do this to me."

"Answer me! You sent Emma Frost to the mansion?" Dark Phoenix demanded. "You sent her to manipulate my emotions? To try to steal the love of my life from me?" Shaw had no answer. "Do you expect me to show you mercy? Mercy like you would have shown to the friends of Jean Grey? Mercy like how you planned to show the world you would have sacrificed in your pathetic, shallow bid for immortality?"

"You are an ancient and terrible force, my lord," Sebastian stammered, tripping over his own feet and falling to the ground. "Neither moral or otherwise. The greatest power in the universe needs not to answer to me. We brought you here to do as you would and perhaps let us serve you for all eternity."

"The greatest power in the universe?" Phoenix questioned. "Neither moral or otherwise?" She approached him. "I will show you no such thing, you little worm. Nor shall I slay you now because first, I want to plunder all that you have amassed in my name..."

"Jean...please stop this..." Xavier finally managed to say but was ignored.

"Every home, every artifact, every business interest and every dollar and cent. I want to destroy everything that makes you what you are."

Dark Phoenix snatched him around the head and the skeleton burned from the inside out before collapsed to the floor, his bone scattering around the pentagram.

"Jean!" Magneto then shouted "Jean for god's sake!"

"Silence! Both of you!" Dark Phoenix yelled back before looking right at Xavier. "I've been taking orders from you for far too long. Now watch as my thoughts become a deed, and my wishes become reality. Stand back and witness the birth of the utopia that you were too weak to deliver!"

"Jean, don't do this. This is a power you don't understand." Xavier pleaded.

"I understand perfectly! It all starts here in this wretched building, with the hearts and minds of a hundred world leaders, so devious and filled with such hate become purified and filled with nothing but love."

Dark Phoenix extended her arms and closed her eyes. Then, like they were watching a television, she allowed Xavier and Magneto see into her mind, so they could see exactly what she was doing. She waved a hand. "Done. Three blocks away, at a hospital, a dozen sick children open their eyes and smile for the first time in months. Their parents weep, holding them in their arms and whispering they're thanks to god." Dark Phoenix repeated her action. "Eight blocks away, a jilted lover tears up a suicide note and started scribbling furiously, a new zest for life and the half-finished novel he'd left lying under his bed."

Magneto watched both terrified and in awe.

"Done." Dark Phoenix said again. "Sixteen blocks away two policemen are poking at the body of an old homeless man..." Shen then trailed off as suddenly she became emotional. "Oh god...what did those boys do to him, Charles? How could they possibly do that to another person who never did a single thing to them..."

The fury then burned in her eyes again. "With a gesture of my hand I'm going to punish the ones that did this..."

"You are not a god, Jean!" Xavier finally yelled. "I will not tolerate this behavior from one of my students!"

"Idiot, this is not a result of Jean Grey's mutation," Dark Phoenix snapped back. "This is a force older than time with the power to snuff out suns. I am the Phoenix force, the shatterer of world. Do you really think your sludgy four-pound brain is enough to stop me?!" She then glared at him. "And I am not one of your students, Charles. I haven't been for a long time."

"No, you are not Dark Phoenix. You are Jean Grey. You are a telepath. A former student, a member of the X-Men. You're in love with Scott Summers. You are doing all of this because you can't control this power you have, but I can help you!"

Suddenly, Dark Phoenix sent Xavier's chair flying backwards. "Stay out of my head," She growled.

"Charles," Magneto finally freed his old friend from the chair he had been chained too. He then turned back around to face her.

"Don't try it," she warned.

"You and I know these pyrotechnics have gotten far out of hand, Jean."

"Wasn't this what you wanted?!" Dark Phoenix then threw Magneto backwards, slamming him against the wall. She stood over the two of them. "Next, I plan to raise innocent souls from the dead, starting with Annie. My best friend that I had to watch die when I was only a child! How dare you try to become between a god and her work?!"

Xavier raised his chin.

"We will stop you Jean. The team that you sacrificed your life to save at Alkali Lake will stop you. We'll do it because we love you and we can't let you do this. I'm sorry, Jean."

Dark Phoenix glared at him with those eyes.

"Don't make me do this to you Charles. I want to use these gifts for the benefit of the world. Don't make me make my first real act of consequence be the death of Jean's old mentor."

"Don't worry Jean, it most certainly won't." Xavier promised, while narrowed his eyes at her.

Dark Phoenix suddenly exploded all of the windows of the Hellfire Club and the building instantly turned into a raging inferno as Dark Phoenix teleported Xavier and Magneto safely a block away. Xavier turned his head to glare at Magneto, who he could see now had a deep look of regret in his eyes.

"What have you done, Erik?"

XXXXXXXXX

Author's note; some dialog came from Ultimate X-Men Vol 4: Hellfire and Brimstone